Aptiv PLC 10-Q for FY2023 Q3
Aptiv PLC (APTV)
10-Q
2023-11-02
For: 2023-09-30
View Original
Added on
April 08, 2026
About this 10-Q
Aptiv PLC filed this 10-Q on November 2, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.11B
- up 10.8% from $4.61B a year earlier
- Net income
- $1.63B
- up 441.2% from net income of $301M a year earlier
- Diluted EPS
- $5.76
- up 448.6% from $1.05 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
FORM 10-Q
________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2023
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to .
Commission file number: 001-35346
_____________________________________________________________________________________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________________________________________________________________________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code) 353 -1 -259-7013
(Former name, former address and former fiscal year, if changed since last report) N/A
_____________________________________________________________________________________________________________________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of the registrant’s ordinary shares outstanding, $0.01 par value per share as of October 27, 2023, was 282,862,149 .
APTIV PLC
INDEX
| Page | ||||||||
| Part I - Financial Information | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Part II - Other Information | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
APTIV PLC
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (in millions, except per share amounts) | |||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Amortization | |||||||||||||||||||||||
Restructuring (Note 7) | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
Other income (expense), net (Note 16) | ( | ||||||||||||||||||||||
| Income before income taxes and equity loss | |||||||||||||||||||||||
Income tax benefit (expense) (Note 11) | ( | ( | |||||||||||||||||||||
| Income before equity loss | |||||||||||||||||||||||
| Equity loss, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Net loss attributable to redeemable noncontrolling interest | ( | ||||||||||||||||||||||
| Net income attributable to Aptiv | |||||||||||||||||||||||
Mandatory convertible preferred share dividends (Note 12) | ( | ( | ( | ||||||||||||||||||||
| Net income attributable to ordinary shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Basic net income per share: | |||||||||||||||||||||||
| Basic net income per share attributable to ordinary shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of basic shares outstanding | |||||||||||||||||||||||
Diluted net income per share (Note 12): | |||||||||||||||||||||||
| Diluted net income per share attributable to ordinary shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of diluted shares outstanding | |||||||||||||||||||||||
See notes to consolidated financial statements.
3
APTIV PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Currency translation adjustments | ( | ( | ( | ( | |||||||||||||||||||
Net change in unrecognized (loss) gain on derivative instruments, net of tax (Note 14) | ( | ( | ( | ||||||||||||||||||||
| Employee benefit plans adjustment, net of tax | |||||||||||||||||||||||
| Other comprehensive (loss) income | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive income (loss) attributable to noncontrolling interests | ( | ||||||||||||||||||||||
| Comprehensive loss attributable to redeemable noncontrolling interest | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) attributable to Aptiv | $ | $ | $ | $ | ( | ||||||||||||||||||
See notes to consolidated financial statements.
4
APTIV PLC
CONSOLIDATED BALANCE SHEETS
| September 30, 2023 | December 31, 2022 | ||||||||||
| (Unaudited) | |||||||||||
| (in millions) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for doubtful accounts of $ | |||||||||||
Inventories (Note 3) | |||||||||||
Other current assets (Note 4) | |||||||||||
| Total current assets | |||||||||||
| Long-term assets: | |||||||||||
| Property, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
Investments in affiliates (Note 21) | |||||||||||
Intangible assets, net (Note 2) | |||||||||||
Goodwill (Note 2) | |||||||||||
Other long-term assets (Note 4) | |||||||||||
| Total long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
Short-term debt (Note 8) | $ | $ | |||||||||
| Accounts payable | |||||||||||
Accrued liabilities (Note 5) | |||||||||||
| Total current liabilities | |||||||||||
| Long-term liabilities: | |||||||||||
Long-term debt (Note 8) | |||||||||||
| Pension benefit obligations | |||||||||||
| Long-term operating lease liabilities | |||||||||||
Other long-term liabilities (Note 5) | |||||||||||
| Total long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 10) | |||||||||||
Redeemable noncontrolling interest (Note 2) | |||||||||||
| Shareholders’ equity: | |||||||||||
Preferred shares, $ | |||||||||||
Ordinary shares, $ | |||||||||||
| Additional paid-in-capital | |||||||||||
| Retained earnings | |||||||||||
Accumulated other comprehensive loss (Note 13) | ( | ( | |||||||||
| Total Aptiv shareholders’ equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities, redeemable noncontrolling interest and shareholders’ equity | $ | $ | |||||||||
See notes to consolidated financial statements.
5
APTIV PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Amortization of deferred debt issuance costs | |||||||||||
| Restructuring expense, net of cash paid | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Pension and other postretirement benefit expenses | |||||||||||
| Loss from equity method investments, net of dividends received | |||||||||||
| Loss on sale of assets | |||||||||||
| Share-based compensation | |||||||||||
| Other charges related to Ukraine/Russia conflict | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued and other long-term liabilities | ( | ( | |||||||||
| Other, net | |||||||||||
| Pension contributions | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from sale of property | |||||||||||
| Proceeds from business divestitures, net of cash sold | ( | ||||||||||
| Cost of business acquisitions and other transactions, net of cash acquired | ( | ( | |||||||||
| Proceeds from sale of technology investments | |||||||||||
| Cost of technology investments | ( | ( | |||||||||
| Settlement of derivatives | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Net repayments under other short-term debt agreements | ( | ( | |||||||||
| Net repayments under other long-term debt agreements | ( | ( | |||||||||
| Proceeds from issuance of senior notes, net of issuance costs | |||||||||||
| Contingent consideration payments | ( | ||||||||||
| Dividend payments of consolidated affiliates to minority shareholders | ( | ||||||||||
| Repurchase of ordinary shares | ( | ||||||||||
| Distribution of mandatory convertible preferred share cash dividends | ( | ( | |||||||||
| Taxes withheld and paid on employees’ restricted share awards | ( | ( | |||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Increase in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash at beginning of the period | |||||||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | $ | |||||||||
| Reconciliation of cash, cash equivalents and restricted cash and cash classified as assets held for sale: | |||||||||||
| September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | |||||||||
| Cash classified as assets held for sale | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
See notes to consolidated financial statements.
6
APTIV PLC
CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY (Unaudited)
| Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ordinary Shares | Preferred Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling Interest | Number of shares | Amount of shares | Number of shares | Amount of shares | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Aptiv Shareholders’ Equity | Noncontrolling Interest | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income | ( | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss attributable to noncontrolling interest | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mandatory convertible preferred share cumulative dividends | — | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See notes to consolidated financial statements.
7
APTIV PLC
CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY (Unaudited) (Continued)
| Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ordinary Shares | Preferred Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling Interest | Number of shares | Amount of shares | Number of shares | Amount of shares | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Aptiv Shareholders’ Equity | Noncontrolling Interest | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2023 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income | ( | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to noncontrolling interest | ( | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mandatory convertible preferred share cumulative dividends | — | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of MCPS to ordinary shares | — | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes withheld on employees’ restricted share award vestings | — | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | ( | — | — | — | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2022 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income attributable to noncontrolling interest | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend payments of consolidated affiliates to minority shareholders | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mandatory convertible preferred share cumulative dividends | — | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes withheld on employees’ restricted share award vestings | — | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See notes to consolidated financial statements.
8
APTIV PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. GENERAL
General and basis of presentation—“Aptiv,” the “Company,” “we,” “us” and “our” refer to Aptiv PLC (formerly known as Delphi Automotive PLC), a public limited company formed under the laws of Jersey on May 19, 2011, which completed an initial public offering on November 22, 2011, and its consolidated subsidiaries. The Company’s ordinary shares are publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “APTV.”
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and all adjustments, consisting of only normal recurring items, which are necessary for a fair presentation, have been included. The consolidated financial statements and notes thereto included in this report should be read in conjunction with Aptiv’s 2022 Annual Report on Form 10-K.
Nature of operations—Aptiv is a leading global technology and mobility architecture company primarily serving the automotive sector. We deliver end-to-end mobility solutions enabling our customers’ transition to more electrified, software-defined vehicles. We design and manufacture vehicle components and provide electrical, electronic and active safety technology solutions to the global automotive and commercial vehicle markets. Aptiv operates manufacturing facilities and technical centers utilizing a regional service model that enables the Company to efficiently and effectively serve its global customers from best cost countries.
2. SIGNIFICANT ACCOUNTING POLICIES
Consolidation—The consolidated financial statements include the accounts of Aptiv and the subsidiaries in which Aptiv holds a controlling financial or management interest and variable interest entities of which Aptiv has determined that it is the primary beneficiary. Aptiv’s share of the earnings or losses of non-controlled affiliates, over which Aptiv exercises significant influence (generally a 20% to 50% ownership interest), is included in the consolidated operating results using the equity method of accounting. When Aptiv does not have the ability to exercise significant influence (generally when ownership interest is less than 20%), investments in non-consolidated affiliates without readily determinable fair value are measured at cost, less impairments, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer, while investments in publicly traded equity securities are measured at fair value based on quoted prices for identical assets on active market exchanges as of each reporting date. The Company monitors its investments in affiliates for indicators of other-than-temporary declines in value on an ongoing basis. If the Company determines that such a decline has occurred, an impairment loss is recorded, which is measured as the difference between carrying value and estimated fair value. Estimated fair value is generally determined using an income approach based on discounted cash flows or negotiated transaction values.
Intercompany transactions and balances between consolidated Aptiv businesses have been eliminated.
During the nine months ended September 30, 2023, Aptiv received a dividend of $5 million from its equity method investments. During the three months ended September 30, 2022, Aptiv received a dividend of $3 million from its equity method investments. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities.
Aptiv’s equity investments without readily determinable fair value totaled $48 million and $67 million as of September 30, 2023 and December 31, 2022, respectively, and are classified within other long-term assets in the consolidated balance sheets. Aptiv’s investments in publicly traded equity securities totaled $12 million and $17 million as of September 30, 2023 and December 31, 2022, respectively, and are classified within other long-term assets in the consolidated balance sheets. Refer to Note 21. Investments in Affiliates for further information regarding Aptiv’s equity investments.
In 2022, the Company acquired 85 % of the equity interests of Intercable Automotive Solutions S.r.l. (“Intercable Automotive”). Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 15 % of Intercable Automotive for cash at a contractually defined value beginning in 2026. As a result of this redemption feature, the Company recorded the redeemable noncontrolling interest at its acquisition-date fair value to temporary equity in the consolidated balance sheet. The redeemable noncontrolling interest is adjusted each reporting period for the income (loss) attributable to the noncontrolling interest, and for any measurement period adjustments necessary to record the redeemable noncontrolling interest at the higher of its redemption value, assuming it was redeemable at the reporting date, or its carrying value. Any measurement period adjustments are recorded to retained earnings, with a corresponding increase or reduction to net income attributable to Aptiv. Redeemable noncontrolling interest was $93 million and $96 million as of September 30, 2023 and December 31, 2022, respectively. Refer to Note 17. Acquisitions and Divestitures for further information regarding this acquisition and the redeemable noncontrolling interest.
9
Revenue recognition—Revenue is measured based on consideration specified in a contract with a customer. Customer contracts for production parts generally are represented by a combination of a current purchase order and a current production schedule issued by the customer. Customer contracts for software licenses are generally represented by a sales contract or purchase order with contract durations typically ranging from one to three years. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Revenue from software licenses and professional software services is generally recognized at a point in time upon delivery while revenue from post delivery support and maintenance for software contracts is generally recognized over time on a ratable basis over the contract term. From time to time, Aptiv enters into pricing agreements with its customers that provide for price reductions, some of which are conditional upon achieving certain joint cost saving targets. In these instances, revenue is recognized based on the agreed-upon price at the time of shipment.
Sales incentives and allowances are recognized as a reduction to revenue at the time of the related sale. In addition, from time to time, Aptiv makes payments to customers in conjunction with ongoing business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments. However, certain other payments to customers, or upfront fees, meet the criteria to be considered a cost to obtain a contract as they are directly attributable to a contract, are incremental and management expects the fees to be recoverable.
Aptiv collects and remits taxes assessed by different governmental authorities that are both imposed on and concurrent with a revenue-producing transaction between the Company and the Company’s customers. These taxes may include, but are not limited to, sales, use, value-added, and some excise taxes. Aptiv reports the collection of these taxes on a net basis (excluded from revenues). Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in cost of sales. Refer to Note 20. Revenue for further information.
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ongoing credit exposure through active review of counterparty balances against contract terms and due dates, which includes timely account reconciliation, payment confirmation and dispute resolution. The Company may also employ collection agencies and legal counsel to pursue recovery of defaulted receivables, if necessary.
Aptiv primarily utilizes historical loss and recovery data, combined with information on current economic conditions and reasonable and supportable forecasts to develop the estimate of the allowance for doubtful accounts in accordance with ASC Topic 326, Financial Instruments – Credit Losses. As of September 30, 2023 and December 31, 2022, the Company reported $3,647 million and $3,433 million, respectively, of accounts receivable, net of allowances, which includes the allowance for doubtful accounts of $49 million and $52 million, respectively. Changes in the allowance for doubtful accounts were not material for the nine months ended September 30, 2023.
Inventories—As of September 30, 2023 and December 31, 2022, inventories are stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value, including direct material costs and direct and indirect manufacturing costs. Refer to Note 3. Inventories for additional information. Obsolete inventory is identified based on analysis of inventory for known obsolescence issues, and, generally, the market value of inventory on hand in excess of one year’s supply is fully-reserved.
From time to time, payments may be received from suppliers. These payments from suppliers are recognized as a reduction of the cost of the material acquired during the period to which the payments relate. In some instances, supplier rebates are received in conjunction with or concurrent with the negotiation of future purchase agreements and these amounts are amortized over the prospective agreement period.
Assets and liabilities held for sale—The Company considers assets to be held for sale when management, having the appropriate authority, approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the assets at the lower of their carrying value or their estimated fair value, less cost to sell, and ceases to record depreciation expense on the assets.
Assets and liabilities of a discontinued operation are reclassified as held for sale for all comparative periods presented in the consolidated balance sheets. For assets that meet the held for sale criteria but do not meet the definition of a discontinued operation, the Company reclassifies the assets and liabilities in the period in which the held for sale criteria are met, but does not reclassify prior period amounts.
Goodwill—Goodwill is the excess of the purchase price over the estimated fair value of identifiable net assets acquired in business combinations. The Company tests goodwill for impairment annually in the fourth quarter, or more frequently when indications of potential impairment exist. The Company monitors the existence of potential impairment indicators throughout the fiscal year. The Company tests for goodwill impairment at the reporting unit level. Our reporting units are the components of operating segments which constitute businesses for which discrete financial information is available and is regularly reviewed by segment management.
The impairment test involves first qualitatively assessing goodwill for impairment. If the qualitative assessment is not met the Company then performs a quantitative assessment by comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the estimated fair value exceeds carrying value, then we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its estimated fair value, the Company recognizes an impairment
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| Percentage of Total Net Sales | Accounts Receivable | |||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | September 30, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||
| GM | % | % | % | % | $ | $ | ||||||||||||||||||||||||||||||||
| Stellantis | % | % | % | % | $ | $ | ||||||||||||||||||||||||||||||||
| Ford | % | % | % | % | $ | $ | ||||||||||||||||||||||||||||||||
| VW | % | % | % | % | $ | $ | ||||||||||||||||||||||||||||||||
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contract, to contract amendments within the scope of ASU 2020-04 that were effective in the second quarter of 2023, which did not have a significant impact on Aptiv’s consolidated financial statements.
Aptiv adopted ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, in the first quarter of 2023, except for the amendment on rollforward information, which is to be applied prospectively and is effective for fiscal years beginning after December 15, 2023. The amendments in this update are intended to improve the transparency of supplier finance programs by requiring a buyer in a supplier finance program to disclose sufficient information about the program to allow a user of the financial statements to understand the program’s nature, key terms, outstanding balances and activity during the period. The adoption of this guidance did not have a significant impact on Aptiv’s consolidated financial statements.
3. INVENTORIES
| September 30, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| Productive material | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total | $ | $ | |||||||||
4. ASSETS
| September 30, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| Value added tax receivable | $ | $ | |||||||||
| Prepaid insurance and other expenses | |||||||||||
| Reimbursable engineering costs | |||||||||||
| Notes receivable | |||||||||||
| Income and other taxes receivable | |||||||||||
| Deposits to vendors | |||||||||||
| Derivative financial instruments (Note 14) | |||||||||||
| Capitalized upfront fees (Note 20) | |||||||||||
| Contract assets (Note 20) | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
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| September 30, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| Deferred income taxes, net | $ | $ | |||||||||
| Unamortized Revolving Credit Facility debt issuance costs | |||||||||||
| Income and other taxes receivable | |||||||||||
| Reimbursable engineering costs | |||||||||||
| Value added tax receivable | |||||||||||
| Equity investments (Note 21) | |||||||||||
| Derivative financial instruments (Note 14) | |||||||||||
| Capitalized upfront fees (Note 20) | |||||||||||
| Contract assets (Note 20) | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
5. LIABILITIES
| September 30, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| Payroll-related obligations | $ | $ | |||||||||
| Employee benefits, including current pension obligations | |||||||||||
| Income and other taxes payable | |||||||||||
| Warranty obligations (Note 6) | |||||||||||
| Restructuring (Note 7) | |||||||||||
| Customer deposits | |||||||||||
| Accrued interest | |||||||||||
| MCPS dividends payable | |||||||||||
| Contract liabilities (Note 20) | |||||||||||
| Operating lease liabilities | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
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| September 30, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| Environmental | $ | $ | |||||||||
| Extended disability benefits | |||||||||||
| Warranty obligations (Note 6) | |||||||||||
| Restructuring (Note 7) | |||||||||||
| Payroll-related obligations | |||||||||||
| Accrued income taxes | |||||||||||
| Deferred income taxes, net | |||||||||||
| Contract liabilities (Note 20) | |||||||||||
| Derivative financial instruments (Note 14) | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
6. WARRANTY OBLIGATIONS
| Warranty Obligations | |||||
| (in millions) | |||||
| Accrual balance at beginning of period | $ | ||||
| Provision for estimated warranties incurred during the period | |||||
| Changes in estimate for pre-existing warranties | |||||
| Settlements | ( | ||||
| Foreign currency translation and other | |||||
| Accrual balance at end of period | $ | ||||
7. RESTRUCTURING
Aptiv’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to the realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, as it relates to executing Aptiv’s strategy, either in the normal course of business or pursuant to significant restructuring programs.
As part of Aptiv’s continued efforts to optimize its cost structure, it has undertaken several restructuring programs which include workforce reductions as well as plant closures. These programs are primarily focused on reducing global overhead costs and on the continued rotation of our manufacturing footprint to best cost locations in Europe. The Company recorded employee-related and other restructuring charges related to these programs totaling approximately $28 million and $81 million during the three and nine months ended September 30, 2023, respectively. The charges recorded during the nine months ended September 30, 2023 included the recognition of approximately $27 million of employee-related and other costs related to the initiation of the closure of a Western European manufacturing site within the Advanced Safety and User Experience segment pursuant to the Company’s ongoing European footprint rotation strategy. Cash payments related to this restructuring action are
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expected to be principally completed in 2024. There have been no changes in previously initiated programs that have resulted (or are expected to result) in a material change to our restructuring costs. The Company expects to incur additional restructuring costs of approximately $45 million (of which approximately $40 million relates to the Advanced Safety and User Experience segment and approximately $5 million relates to the Signal and Power Solutions segment) for programs approved as of September 30, 2023, which are primarily expected to be incurred within the next twelve months.
During the three and nine months ended September 30, 2022, Aptiv recorded employee-related and other restructuring charges totaling approximately $11 million and $52 million, respectively.
Restructuring charges for employee separation and termination benefits are paid either over the severance period or in a lump sum in accordance with either statutory requirements or individual agreements. Aptiv incurred cash expenditures related to its restructuring programs of approximately $77 million and $50 million in the nine months ended September 30, 2023 and 2022, respectively.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Signal and Power Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Advanced Safety and User Experience | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Employee Termination Benefits Liability | Other Exit Costs Liability | Total | |||||||||||||||
| (in millions) | |||||||||||||||||
| Accrual balance at January 1, 2023 | $ | $ | $ | ||||||||||||||
| Provision for estimated expenses incurred during the period | |||||||||||||||||
| Payments made during the period | ( | ( | |||||||||||||||
| Foreign currency and other | ( | ( | |||||||||||||||
| Accrual balance at September 30, 2023 | $ | $ | $ | ||||||||||||||
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8. DEBT
| September 30, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| $ | $ | ||||||||||
Tranche A Term Loan, due 2026 (net of $ | |||||||||||
| Finance leases and other | |||||||||||
| Total debt | |||||||||||
| Less: current portion | ( | ( | |||||||||
| Long-term debt | $ | $ | |||||||||
Credit Agreement
Aptiv PLC and its wholly-owned subsidiary Aptiv Corporation entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under which it maintains a senior unsecured credit facility currently consisting of a revolving credit facility of $2 billion (the “Revolving Credit Facility”). As of September 30, 2023, the Company also maintained a senior unsecured credit facility in the form of a term loan (the “Tranche A Term Loan”). On October 27, 2023, the Company fully repaid the outstanding principal balance of $301 million on the Tranche A Term Loan, utilizing cash on hand. Aptiv Global Financing Limited (“AGFL”), a wholly-owned subsidiary of Aptiv PLC, previously executed a joinder agreement to the Credit Agreement, which allows it to act as a borrower under the Credit Agreement, and a guaranty supplement, under which AGFL guarantees the obligations under the Credit Agreement, subject to certain exceptions.
The Credit Agreement was entered into in March 2011 and has been subsequently amended and restated on several occasions, most recently on June 24, 2021, and was further amended on April 19, 2023. The June 2021 amendment, among other things, (1) refinanced and replaced the term loan A and revolver with a new term loan A with an original maturity in 2026, and a new five-year revolving credit facility with aggregate commitments of $2 billion, (2) utilized the Company’s existing sustainability-linked metrics and commitments, that, if achieved, would change the facility fee and interest rate margins as described below, and (3) established the leverage ratio maintenance covenant that requires the Company to maintain total net leverage (as calculated in accordance with the Credit Agreement) of less than 3.5 to 1.0 (or 4.0 to 1.0 for four full fiscal quarters following completion of material acquisitions, as defined in the Credit Agreement) and allowed for dividends and other payments on equity. Effective from the date of the April 2023 amendment, all interest rate benchmarks within the Credit Agreement that were previously based on the London Interbank Offered Rate (“LIBOR”) were transitioned to a rate based on the Secured Overnight Financing Rate (“SOFR”). The Credit Agreement also contains an accordion feature that permits Aptiv to increase, from time to time, the aggregate borrowing capacity under the Credit Agreement by up to an additional $1 billion upon Aptiv’s request, the agreement of the lenders participating in the increase, and the approval of the Administrative Agent.
The Revolving Credit Facility matures on June 24, 2026. Since the third quarter of 2022, Aptiv had been obligated to make quarterly principal payments on the Tranche A Term Loan according to the amortization schedule in the Credit Agreement.
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As of September 30, 2023, Aptiv had no amounts outstanding under the Revolving Credit Facility and less than $1 million in letters of credit were issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility.
As of September 30, 2023, loans under the Credit Agreement bore interest, at Aptiv’s option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) SOFR plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). As of December 31, 2022, loans under the Credit Agreement bore interest, at Aptiv’s option, at either (a) ABR or (b) LIBOR plus in either case a percentage per annum as set forth in the table below. The rates under the Credit Agreement on the specified dates are set forth below:
| September 30, 2023 | December 31, 2022 | ||||||||||||||||||||||
| SOFR plus | ABR plus | LIBOR plus | ABR plus | ||||||||||||||||||||
| Revolving Credit Facility | % | % | % | % | |||||||||||||||||||
| Tranche A Term Loan | % | % | % | % | |||||||||||||||||||
The Applicable Rate under the Credit Agreement, as well as the facility fee, may increase or decrease from time to time based on changes in the Company’s credit ratings and whether the Company achieves or fails to achieve certain sustainability-linked targets with respect to greenhouse gas emissions and workplace safety. Such adjustments may be up to 0.04 % per annum on interest rate margins on the Revolving Credit Facility, 0.02 % per annum on interest rate margins on the Tranche A Term Loan and 0.01 % per annum on the facility fee. Accordingly, the interest rate is subject to fluctuation during the term of the Credit Agreement based on changes in the ABR, SOFR (after the April 2023 amendment), LIBOR (before the April 2023 amendment), changes in the Company’s corporate credit ratings or whether the Company achieves or fails to achieve its sustainability-linked targets. The Credit Agreement also requires that Aptiv pay certain facility fees on the Revolving Credit Facility, which are also subject to adjustment based on the sustainability-linked targets as described above, and certain letter of credit issuance and fronting fees. The Company achieved the sustainability-linked targets for the 2022 calendar year, and the interest rate margins and facility fees were reduced from the Applicable Rate, by the amounts specified above, effective in the third quarter of 2023.
The interest rate period with respect to SOFR interest rate options can be set at one-, three-, or six-months as selected by Aptiv in accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders). Aptiv may elect to change the selected interest rate option in accordance with the provisions of the Credit Agreement. As of September 30, 2023, Aptiv selected the one-month SOFR interest rate option on the Tranche A Term Loan, and the rate effective as of September 30, 2023, as detailed in the table below, was based on the Company’s current credit rating and the Applicable Rate for the Credit Agreement:
| Borrowings as of | |||||||||||||||||
| September 30, 2023 | Rates effective as of | ||||||||||||||||
| Applicable Rate | (in millions) | September 30, 2023 | |||||||||||||||
| Tranche A Term Loan | SOFR plus 1.105% | $ | % | ||||||||||||||
Borrowings under the Credit Agreement are prepayable at Aptiv’s option without premium or penalty.
The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur certain additional indebtedness or liens or to dispose of substantially all of its assets. In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of not more than 3.5 to 1.0 (or 4.0 to 1.0 for four full fiscal quarters following completion of material acquisitions, as defined in the Credit Agreement). Following completion of the acquisition of Wind River Systems, Inc. (“Wind River”) in December 2022, the Company elected to increase the ratio of Consolidated Total Indebtedness to Consolidated EBITDA to 4.0 to 1.0 commencing with the fiscal quarter ending December 31, 2022. Refer to Note 17. Acquisitions and Divestitures for further information on this acquisition.
The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of September 30, 2023.
As of September 30, 2023, all obligations under the Credit Agreement were borrowed by Aptiv Corporation and jointly and severally guaranteed by AGFL and Aptiv PLC, subject to certain exceptions set forth in the Credit Agreement.
Senior Unsecured Notes
On March 10, 2015, Aptiv PLC issued €700 million in aggregate principal amount of 1.50 % Euro-denominated senior unsecured notes due 2025 (the “2015 Euro-denominated Senior Notes”) in a transaction registered under the Securities Act of 1933, as amended (the “Securities Act”). The 2015 Euro-denominated Senior Notes were priced at 99.54 % of par, resulting in a
18
yield to maturity of 1.55 %. The proceeds were primarily utilized to redeem $500 million of 6.125 % senior unsecured notes due 2021, and to fund growth initiatives, such as acquisitions, and share repurchases. Aptiv incurred approximately $5 million of issuance costs in connection with the 2015 Euro-denominated Senior Notes. Interest is payable annually on March 10. The Company has designated the 2015 Euro-denominated Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated wholly-owned subsidiaries. Refer to Note 14. Derivatives and Hedging Activities for further information.
On September 15, 2016, Aptiv PLC issued €500 million in aggregate principal amount of 1.60 % Euro-denominated senior unsecured notes due 2028 (the “2016 Euro-denominated Senior Notes”) in a transaction registered under the Securities Act. The 2016 Euro-denominated Senior Notes were priced at 99.881 % of par, resulting in a yield to maturity of 1.611 %. The proceeds, together with proceeds from the 2016 Senior Notes described below, were utilized to redeem $800 million of 5.00 % senior unsecured notes due 2023. Aptiv incurred approximately $4 million of issuance costs in connection with the 2016 Euro-denominated Senior Notes. Interest is payable annually on September 15. The Company has designated the 2016 Euro-denominated Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated wholly-owned subsidiaries. Refer to Note 14. Derivatives and Hedging Activities for further information.
On September 20, 2016, Aptiv PLC issued $300 million in aggregate principal amount of 4.40 % senior unsecured notes due 2046 (the “2016 Senior Notes”) in a transaction registered under the Securities Act. The 2016 Senior Notes were priced at 99.454 % of par, resulting in a yield to maturity of 4.433 %. The proceeds, together with proceeds from the 2016 Euro-denominated Senior Notes, were utilized to redeem $800 million of 5.00 % senior unsecured notes due 2023. Aptiv incurred approximately $3 million of issuance costs in connection with the 2016 Senior Notes. Interest is payable semi-annually on April 1 and October 1 of each year to holders of record at the close of business on March 15 or September 15 immediately preceding the interest payment date.
On March 14, 2019, Aptiv PLC issued $650 million in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $300 million of 4.35 % senior unsecured notes due 2029 (the “4.35% Senior Notes”) and $350 million of 5.40 % senior unsecured notes due 2049 (the “5.40% Senior Notes”) (collectively, the “2019 Senior Notes”). The 4.35% Senior Notes were priced at 99.879 % of par, resulting in a yield to maturity of 4.365 %, and the 5.40% Senior Notes were priced at 99.558 % of par, resulting in a yield to maturity of 5.430 %. The proceeds were utilized to redeem $650 million of 3.15 % senior unsecured notes due 2020. Aptiv incurred approximately $7 million of issuance costs in connection with the 2019 Senior Notes. Interest on the 2019 Senior Notes is payable semi-annually on March 15 and September 15 of each year to holders of record at the close of business on March 1 or September 1 immediately preceding the interest payment date.
On November 23, 2021, Aptiv PLC issued $1.5 billion in aggregate principal amount of 3.10 % senior unsecured notes due 2051 (the “2021 Senior Notes”) in a transaction registered under the Securities Act. The 2021 Senior Notes were priced at 97.814 % of par, resulting in a yield to maturity of 3.214 %. Aptiv incurred approximately $17 million of issuance costs in connection with the 2021 Senior Notes. Interest on the 2021 Senior Notes is payable semi-annually on June 1 and December 1 of each year (commencing on June 1, 2022) to holders of record at the close of business on May 15 or November 15 immediately preceding the interest payment date. On December 27, 2021, Aptiv PLC entered into a supplemental indenture to add AGFL as a joint and several co-issuer of the 2021 Senior Notes effective as of the date of issuance. The proceeds from the 2021 Senior Notes were primarily utilized to redeem $700 million of 4.15 % senior unsecured notes due 2024 and $650 million of 4.25 % senior unsecured notes due 2026.
On February 18, 2022, Aptiv PLC and Aptiv Corporation (together, the “Issuers”) issued $2.5 billion in aggregate principal amount of senior unsecured notes in a transaction registered under the Securities Act, comprised of $700 million of 2.396 % senior unsecured notes due 2025 (the “2.396% Senior Notes”), $800 million of 3.25 % senior unsecured notes due 2032 (the “3.25% Senior Notes”) and $1.0 billion of 4.15 % senior unsecured notes due 2052 (the “4.15% Senior Notes”) (collectively, the “2022 Senior Notes”). The 2022 Senior Notes are guaranteed by AGFL. The 2.396% Senior Notes were priced at 100 % of par, resulting in a yield to maturity of 2.396 %, the 3.25% Senior Notes were priced at 99.600 % of par, resulting in a yield to maturity of 3.297 %, and the 4.15% Senior Notes were priced at 99.783 % of par, resulting in a yield to maturity of 4.163 %. On or after February 18, 2023, the 2.396% Senior Notes may be optionally redeemed at a price equal to their principal amount plus accrued and unpaid interest thereon. The proceeds from the 2022 Senior Notes were utilized to fund a portion of the cash consideration payable in connection with the acquisition of Wind River.
Aptiv incurred approximately $22 million of issuance costs in connection with the 2022 Senior Notes. Interest on the 2.396% Senior Notes, 3.25% Senior Notes and 4.15% Senior Notes is payable semi-annually on February 18 and August 18 (commencing August 18, 2022), March 1 and September 1 (commencing September 1, 2022) and May 1 and November 1 (commencing May 1, 2022), respectively, of each year to holders of record at the close of business on February 3 or August 3, February 15 or August 15, April 15 or October 15, respectively, immediately preceding the interest payment date.
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Although the specific terms of each indenture governing each series of senior notes vary, the indentures contain certain restrictive covenants, including with respect to Aptiv’s (and Aptiv’s subsidiaries’) ability to incur liens, enter into sale and leaseback transactions and merge with or into other entities. In February 2022, Aptiv Corporation and AGFL were added as guarantors on each series of outstanding senior notes previously issued by Aptiv PLC. As of September 30, 2023, the Company was in compliance with the provisions of all series of the outstanding senior notes.
Other Financing
Receivable factoring—Aptiv maintains a €450 million European accounts receivable factoring facility that is available on a committed basis and allows for factoring of receivables denominated in both Euros and U.S. dollars (“USD”). This facility is accounted for as short-term debt and borrowings are subject to the availability of eligible accounts receivable. Collateral is not required related to these trade accounts receivable. This facility became effective on January 1, 2021 and has a term of three years, subject to Aptiv’s right to terminate at any time with three months’ notice. After expiration of the three-year term, either party can terminate with three months’ notice. Borrowings denominated in Euros under the facility bear interest at the three-month Euro Interbank Offered Rate (“EURIBOR”) plus 0.50 %. As of December 31, 2022, USD borrowings bore interest at two-month LIBOR plus 0.50 %, with borrowings under either denomination carrying a minimum interest rate of 0.20 %. Effective in the second quarter of 2023, this facility was amended to replace the interest rate on USD borrowings with two-month SOFR plus 0.50 %, effective as of the date of the amendment. As of September 30, 2023 and December 31, 2022, Aptiv had no amounts outstanding under the European accounts receivable factoring facility.
Finance leases and other—As of September 30, 2023 and December 31, 2022, approximately $37 million and $38 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations were outstanding. Included within the total as of September 30, 2023, were obligations outstanding of approximately $17 million under supplier finance programs, which were recorded as short-term debt in the consolidated balance sheet. These obligations generally mature 90 days after issuance and require that Aptiv maintain a contractually defined minimum cash balance with the issuing bank.
Interest—Cash paid for interest related to debt outstanding totaled $205 million and $129 million for the nine months ended September 30, 2023 and 2022, respectively.
Letter of credit facilities—In addition to the letters of credit issued under the Credit Agreement, Aptiv had approximately $5 million and $3 million outstanding through other letter of credit facilities as of September 30, 2023 and December 31, 2022, respectively, primarily to support arrangements and other obligations at certain of its subsidiaries.
9. PENSION BENEFITS
Certain of Aptiv’s non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. Aptiv’s primary non-U.S. plans are located in France, Germany, Mexico, Portugal and the U.K. The U.K. and certain Mexican plans are funded. In addition, Aptiv has defined benefit plans in South Korea, Turkey and Italy for which amounts are payable to employees immediately upon separation. The obligations for these plans are recorded over the requisite service period.
Aptiv sponsors a Supplemental Executive Retirement Program (“SERP”) for those employees who were U.S. executives of the former Delphi Corporation prior to September 30, 2008 and were still U.S. executives of the Company on October 7, 2009, the effective date of the program. This program is unfunded. Executives receive benefits over five years after an involuntary or voluntary separation from Aptiv. The SERP is closed to new members.
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| Non-U.S. Plans | U.S. Plans | ||||||||||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of actuarial losses | |||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||
| Non-U.S. Plans | U.S. Plans | ||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of actuarial losses | |||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||
Other postretirement benefit obligations were approximately $1
10. COMMITMENTS AND CONTINGENCIES
Ordinary Business Litigation
Aptiv is from time to time subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, alleged breaches of contracts, product warranties, intellectual property matters, and employment-related matters. It is the opinion of Aptiv that the outcome of such matters will not have a material adverse impact on the consolidated financial position, results of operations, or cash flows of Aptiv. With respect to warranty matters, although Aptiv cannot ensure that the future costs of warranty claims by customers will not be material, Aptiv believes its established reserves are adequate to cover potential warranty settlements.
Matters Related to Global Supply Chain Disruptions
Due to various factors that are beyond our control, there are currently global supply chain disruptions, including a worldwide semiconductor supply shortage. The semiconductor supply shortage continues to impact production in automotive and other industries. We anticipate these supply chain disruptions may continue through the remainder of 2023. We, along with most automotive component manufacturers that use semiconductors, have suffered interruptions in our production and have been unable to fully meet the vehicle production demands of original equipment manufacturers (“OEMs”) at times over the last several years because of events which are outside our control, including but not limited to, the COVID-19 pandemic, the global semiconductor shortage, fires in our suppliers’ facilities, unprecedented weather events, and other extraordinary events. Although we continue to work closely with suppliers and customers to minimize supply disruptions, some of our customers have indicated that they expect us to bear at least some responsibility for their lost production and other costs. While no assurances can be made as to the ultimate outcome of these customer expectations or any other future claims, we do not currently believe a loss is probable, and accordingly, no reserve has been made as of September 30, 2023. We will continue to actively monitor all direct and indirect potential impacts of these supply chain disruptions, and will seek to aggressively mitigate and minimize their impact on our business.
21
Environmental Matters
Aptiv is subject to the requirements of U.S. federal, state, local and non-U.S. environmental, health and safety laws and regulations. As of September 30, 2023 and December 31, 2022, the undiscounted reserve for environmental investigation and remediation recorded in other liabilities was approximately $4 million and $2 million, respectively. Aptiv cannot ensure that environmental requirements will not change or become more stringent over time or that its eventual environmental remediation costs and liabilities will not exceed the amount of its current reserves. In the event that such liabilities were to significantly exceed the amounts recorded, Aptiv’s results of operations could be materially affected. At September 30, 2023, the difference between the recorded liabilities and the reasonably possible range of potential loss was not material.
11. INCOME TAXES
At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to unusual or infrequent items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs.
The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in respective jurisdictions, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. The future direct and indirect impacts of the ongoing volatile global economic conditions resulting from the global supply chain disruptions and conflict between Ukraine and Russia are difficult to predict and may cause fluctuations in our expected results of operations for the year, which could create volatility in our annual expected effective income tax rate. Jurisdictions with a projected loss for the year or a year-to-date loss for which no tax benefit or expense can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the composition and timing of actual earnings compared to annual projections. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or as our tax environment changes. To the extent that the expected annual effective income tax rate changes, the effect of the change on prior interim periods is included in the income tax provision in the period in which the change in estimate occurs.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||
| Income tax (benefit) expense | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Effective tax rate | ( | % | % | ( | % | % | |||||||||||||||||
The Company’s tax rate is affected by the tax rates in Ireland and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate. For the nine months ended September 30, 2022, the Company’s effective tax rate was impacted by impairments and other charges related to the Ukraine/Russia conflict for which no tax benefit was recognized.
The Company’s effective tax rate for the three and nine months ended September 30, 2023 includes net discrete tax benefits of approximately $1,386 million and $1,411 million, respectively, primarily related to the Company’s actual and anticipated transfers of intellectual property, as described below. The Company’s effective tax rate for the three and nine months ended September 30, 2022 includes net discrete tax benefits of approximately $1 million and $5 million, respectively, primarily related to provision to return adjustments, net changes in accruals for unremitted earnings and changes in reserves.
Aptiv PLC is an Irish resident taxpayer and not a domestic corporation for U.S. federal income tax purposes. As such, it is not subject to U.S. tax on remitted foreign earnings and, as a result of its capital structure, is also generally not subject to Irish tax on the repatriation of foreign earnings.
Cash paid or withheld for income taxes was $212 million and $146 million for the nine months ended September 30, 2023 and 2022, respectively.
22
On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law in the United States. Among other provisions, the IRA includes a 15% corporate minimum tax rate applied to certain large corporations and a 1% excise tax on corporate stock repurchases made after December 31, 2022. To date, the IRA has not had a significant impact on Aptiv’s consolidated financial statements.
On December 15, 2022, the European Union (the “E.U.”) Member States formally adopted the Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organisation for Economic Co-operation and Development (the “OECD”) Pillar Two Framework. The OECD continues to release additional guidance on these rules. While the framework was issued without opposition from representatives from over 130 countries participating in the OECD’s consultative process, not all countries are actively changing their tax laws to adopt certain parts of the OECD’s proposals. Some countries have indicated they do not support the OECD efforts. The Company is proactively responding to these anticipated tax policy changes, as described below, and will continue to closely monitor developments and analyze the potential impacts these new rules may have on our effective tax rate.
Intellectual Property Transfer
In response to the OECD’s Pillar Two Directive, the Company initiated changes to its corporate entity structure, including intra-entity transfers of certain intellectual property to one of its subsidiaries in Switzerland, during the third quarter of 2023.
The Company transferred certain intellectual property during the three months ended September 30, 2023 and anticipates transferring additional intellectual property in the fourth quarter of 2023 between wholly-owned legal entities in different tax jurisdictions. In both cases, these transfers were and are anticipated to be intra-entity transactions. Consequently, the resulting gains on these transfers were and will be eliminated for purposes of the consolidated financial statements. However, certain of these anticipated transfers will result in a gain that will be subject to income tax in the local jurisdiction. The gain will be offset with the utilization of existing net operating loss carryforwards. A portion of the net operating loss carryforwards were previously reduced by deferred tax liabilities from recapturable deductions, which were eliminated as part of the intra-entity transactions, while the remaining net operating loss carryforwards were largely offset by a valuation allowance. Consequently, during the three months ended September 30, 2023, the Company recognized a deferred tax benefit of approximately $870 million from the anticipated utilization of these net operating loss carryforwards.
As a result of the intellectual property transfers in the third quarter of 2023, the transferring entity recognized a non-taxable gain and the Company’s Swiss subsidiary, which received the intellectual property, recognized a step-up in tax basis on the fair value of the transferred intellectual property. This resulted in the creation of a temporary difference between the book basis and tax basis of the specified intellectual property. As a result, the Company recorded a deferred tax benefit of approximately $445 million during the three months ended September 30, 2023.
Furthermore, during the three months ended September 30, 2023, the Company’s Swiss subsidiary was granted a ten year tax incentive, beginning in 2024. A deferred tax benefit of approximately $65 million, net of a valuation allowance, was recorded during the three months ended September 30, 2023 to reflect the estimated future reductions in tax associated with the incentive.
The total income tax benefit recorded as a result of the actual and anticipated intra-entity transfers of intellectual property and negotiated tax incentive, all as described above, combined with related additional current year tax expense as a result of the transactions, was approximately $1,360 million during the three months ended September 30, 2023.
In addition, there is currently draft tax legislation in Switzerland which, if enacted, will increase the statutory income tax rate used to measure certain of the deferred tax assets described above. If the legislation is enacted in a future period, the Company anticipates an additional deferred tax benefit of approximately $360 million, net of valuation allowances.
23
12. SHAREHOLDERS’ EQUITY AND NET INCOME PER SHARE
2020 Public Equity Offering
In June 2020, the Company completed the underwritten public offering of approximately 15.1 million ordinary shares at a price of $75.91 per share, resulting in net proceeds of approximately $1,115 million, after deducting expenses and the underwriters’ discount of $35 million. Simultaneously, the Company completed the underwritten public offering of 11.5 million 5.50 % Mandatory Convertible Preferred Shares, Series A, $0.01 par value per share (the “MCPS”) with a liquidation preference of $100 per share (the “MCPS Offering”), resulting in net proceeds of approximately $1,115 million, after deducting expenses and the underwriters’ discount of $35 million.
Conversion of the MCPS
On June 15, 2023 (the “Mandatory Conversion Date”), each outstanding share of the Company’s MCPS converted into 1.0754 ordinary shares of the Company. In aggregate, the MCPS converted into approximately 12.37 million ordinary shares of the Company, pursuant to the Statement of Rights governing the MCPS. The number of the Company’s ordinary shares issued upon conversion was determined based on the volume-weighted average price per share of the Company’s ordinary shares over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately before the Mandatory Conversion Date.
Prior to their conversion, holders of the MCPS were entitled to receive, when and if declared by the Company’s Board of Directors, cumulative dividends at the annual rate of 5.50 % of the liquidation preference of $100 per share (equivalent to $5.50 annually per share), payable in cash or, subject to certain limitations, by delivery of the Company’s ordinary shares or any combination of cash and the Company’s ordinary shares, at the Company’s election. Dividends on the MCPS were payable quarterly on March 15, June 15, September 15 and December 15 of each year (commencing on September 15, 2020 to, and including June 15, 2023), to the holders of record of the MCPS as they appeared on the Company’s share register at the close of business on the immediately preceding March 1, June 1, September 1 and December 1, respectively.
Net Income Per Share
Basic net income per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock and if-converted methods. The if-converted method is used to determine if the impact of the conversion of the MCPS into ordinary shares is more dilutive than the MCPS dividends to net income per share. If so, the MCPS are assumed to have been converted at the later of the beginning of the period or the time of issuance, and the resulting ordinary shares are included in the denominator and the MCPS dividends are added back to the numerator. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. For the nine months ended September 30, 2023, the calculation of net income per share includes the dilutive impacts of the MCPS under the if-converted method. For the three and nine months ended September 30, 2022, the impact of the MCPS calculated under the if-converted method was anti-dilutive, and as such 12.37 12.37 million of the Company’s ordinary shares. For all periods presented, the calculation of net income per share also contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 18. Share-Based Compensation for additional information.
24
Weighted Average Shares
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||
| Numerator, basic: | |||||||||||||||||||||||
| Net income attributable to ordinary shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Numerator, diluted: | |||||||||||||||||||||||
| Net income attributable to Aptiv | $ | $ | $ | $ | |||||||||||||||||||
| MCPS dividends (1) | ( | ( | |||||||||||||||||||||
| Numerator, diluted | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average ordinary shares outstanding, basic | |||||||||||||||||||||||
| Dilutive shares related to restricted stock units | |||||||||||||||||||||||
| Weighted average MCPS Converted Shares (1) | |||||||||||||||||||||||
| Weighted average ordinary shares outstanding, including dilutive shares | |||||||||||||||||||||||
| Net income per share attributable to ordinary shareholders: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
Share Repurchase Programs
In January 2019, the Board of Directors authorized a share repurchase program of up to $2.0 billion of ordinary shares, which commenced in February 2023 following completion of the Company’s $1.5 billion April 2016 share repurchase program. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company.
There were no shares repurchased during the three months ended September 30, 2023. A summary of the ordinary shares repurchased during the nine months ended September 30, 2023 is as follows:
| Total number of shares repurchased | |||||||||||||||||||||||
| Average price paid per share | $ | ||||||||||||||||||||||
| Total (in millions) | $ | ||||||||||||||||||||||
There were also no 1,915 million of share repurchases remained available under the January 2019 share repurchase program. All previously repurchased shares were retired, and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in-capital and retained earnings.
25
Preferred Dividends
| Dividend | Amount | ||||||||||||||||||||||
| Per Share | (in millions) | ||||||||||||||||||||||
| 2023: | |||||||||||||||||||||||
| Third quarter | $ | $ | |||||||||||||||||||||
| Second quarter | |||||||||||||||||||||||
| First quarter | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
| 2022: | |||||||||||||||||||||||
| Fourth quarter | $ | $ | |||||||||||||||||||||
| Third quarter | |||||||||||||||||||||||
| Second quarter | |||||||||||||||||||||||
| First quarter | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
13. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The changes in accumulated other comprehensive income (loss) attributable to Aptiv (net of tax) for the three and nine months ended September 30, 2023 and 2022 are shown below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Foreign currency translation adjustments: | |||||||||||||||||||||||
Balance at beginning of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Aggregate adjustment for the period (1) | ( | ( | ( | ( | |||||||||||||||||||
| Balance at end of period | ( | ( | ( | ( | |||||||||||||||||||
| Gains (losses) on derivatives: | |||||||||||||||||||||||
Balance at beginning of period | ( | ( | |||||||||||||||||||||
Other comprehensive income (loss) before reclassifications (net tax effect of $( | ( | ( | |||||||||||||||||||||
Reclassification to income (net tax effect of $( | ( | ( | ( | ||||||||||||||||||||
| Balance at end of period | ( | ( | |||||||||||||||||||||
| Pension and postretirement plans: | |||||||||||||||||||||||
| Balance at beginning of period | ( | ( | ( | ( | |||||||||||||||||||
Other comprehensive income (loss) before reclassifications (net tax effect of $( | ( | ||||||||||||||||||||||
Reclassification to income (net tax effect of $ | |||||||||||||||||||||||
| Balance at end of period | ( | ( | ( | ( | |||||||||||||||||||
| Accumulated other comprehensive loss, end of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1)Includes gains of $50 million and $25 million for the three and nine months ended September 30, 2023, respectively, and gains of $94 million and $191 million for the three and nine months ended September 30, 2022, respectively, related to non-derivative net investment hedges. Refer to Note 14. Derivatives and Hedging Activities for further description of these hedges. Includes $6 million of accumulated currency translation adjustment losses reclassified to net income as a result of the liquidation of a foreign subsidiary during the three and nine months ended September 30, 2022.
26
Reclassifications from accumulated other comprehensive income (loss) to income for the three and nine months ended September 30, 2023 and 2022 were as follows:
| Reclassification Out of Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||
| Details About Accumulated Other Comprehensive Income Components | Three Months Ended September 30, | Nine Months Ended September 30, | Affected Line Item in the Statements of Operations | |||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments: | ||||||||||||||||||||||||||||||||
| Liquidation of foreign subsidiary (1) | $ | $ | ( | $ | $ | ( | Other income (expense), net | |||||||||||||||||||||||||
| ( | ( | Income before income taxes | ||||||||||||||||||||||||||||||
| Income tax benefit (expense) | ||||||||||||||||||||||||||||||||
| ( | ( | Net income | ||||||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | ||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | ( | Net income attributable to Aptiv | ||||||||||||||||||||||||||
| Gains (losses) on derivatives: | ||||||||||||||||||||||||||||||||
| Commodity derivatives | $ | ( | $ | ( | $ | ( | $ | Cost of sales | ||||||||||||||||||||||||
| Foreign currency derivatives | Cost of sales | |||||||||||||||||||||||||||||||
| ( | Income before income taxes | |||||||||||||||||||||||||||||||
| Income tax benefit (expense) | ||||||||||||||||||||||||||||||||
| ( | Net income | |||||||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | ||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | Net income attributable to Aptiv | |||||||||||||||||||||||||||
| Pension and postretirement plans: | ||||||||||||||||||||||||||||||||
| Actuarial losses | $ | ( | $ | ( | $ | ( | $ | ( | Other income (expense), net (2) | |||||||||||||||||||||||
| ( | ( | ( | ( | Income before income taxes | ||||||||||||||||||||||||||||
| Income tax benefit (expense) | ||||||||||||||||||||||||||||||||
| ( | ( | ( | ( | Net income | ||||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | ||||||||||||||||||||||||||||||||
| $ | ( | $ | ( | $ | ( | $ | ( | Net income attributable to Aptiv | ||||||||||||||||||||||||
| Total reclassifications for the period | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||
(1)Represents accumulated currency translation adjustment losses reclassified to net income as a result of the liquidation of a foreign subsidiary during the three and nine months ended September 30, 2022.
(2)These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 9. Pension Benefits for additional details).
27
14. DERIVATIVES AND HEDGING ACTIVITIES
Cash Flow Hedges
Aptiv is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices and changes in interest rates, which may result in cash flow risks. To manage the volatility relating to these exposures, Aptiv aggregates the exposures on a consolidated basis to take advantage of natural offsets. For exposures that are not offset within its operations, Aptiv enters into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes, and designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. Aptiv assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy.
As of September 30, 2023, the Company had the following outstanding notional amounts related to commodity and foreign currency forward and option contracts designated as cash flow hedges that were entered into to hedge forecasted exposures:
| Commodity | Quantity Hedged | Unit of Measure | Notional Amount (Approximate USD Equivalent) | ||||||||||||||
| (in thousands) | (in millions) | ||||||||||||||||
| Copper | pounds | $ | |||||||||||||||
| Foreign Currency | Quantity Hedged | Unit of Measure | Notional Amount (Approximate USD Equivalent) | ||||||||||||||
| (in millions) | |||||||||||||||||
| Mexican Peso | MXN | $ | |||||||||||||||
| Chinese Yuan Renminbi | RMB | $ | |||||||||||||||
| Euro | EUR | $ | |||||||||||||||
| Polish Zloty | PLN | $ | |||||||||||||||
| Hungarian Forint | HUF | $ | |||||||||||||||
As of September 30, 2023, Aptiv has entered into derivative instruments to hedge cash flows extending out to September 2025.
Gains and losses on derivatives qualifying as cash flow hedges are recorded in accumulated OCI, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated OCI will fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. Net gains on cash flow hedges included in accumulated OCI as of September 30, 2023 were $137 million (approximately $144 million, net of tax). Of this total, approximately $118 million of gains are expected to be included in cost of sales within the next 12 months and approximately $19 million of gains are expected to be included in cost of sales in subsequent periods. Cash flow hedges are discontinued when Aptiv determines it is no longer probable that the originally forecasted transactions will occur. Cash flows from derivatives used to manage commodity and foreign exchange risks designated as cash flow hedges are classified as operating activities within the consolidated statements of cash flows.
Net Investment Hedges
The Company is also exposed to the risk that adverse changes in foreign currency exchange rates could impact its net investment in non-U.S. subsidiaries. To manage this risk, the Company designates certain qualifying derivative and non-derivative instruments, including foreign currency forward contracts and foreign currency-denominated debt, as net investment hedges of certain non-U.S. subsidiaries. The gains or losses on instruments designated as net investment hedges are recognized within OCI to offset changes in the value of the net investment in these foreign currency-denominated operations. Gains and losses reported in accumulated OCI are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment. Cash flows from derivatives designated as net investment hedges are classified as investing activities within the consolidated statements of cash flows.
The Company has entered into a series of forward contracts, each of which have been designated as net investment hedges of the foreign currency exposure of the Company’s investments in certain Chinese Yuan Renminbi (“RMB”)-denominated subsidiaries. During the nine months ended September 30, 2023 and 2022, the Company received $6 million and $9 million, respectively, at settlement related to this series of forward contracts which matured during the period. In October 2023, the
28
Company entered into forward contracts with a total notional amount of 700 million RMB (approximately $95 million, using foreign currency rates on the trade date), which mature in March 2024. Refer to the tables below for details of the fair value recorded in the consolidated balance sheets and the effects recorded in the consolidated statements of operations and consolidated statements of comprehensive income related to these derivative instruments.
The Company has designated the €700 million 2015 Euro-denominated Senior Notes and the €500 million 2016 Euro-denominated Senior Notes, as more fully described in Note 8. Debt, as net investment hedges of the foreign currency exposure of its investments in certain Euro-denominated subsidiaries. Due to changes in the value of the Euro-denominated debt instruments designated as net investment hedges, during the three and nine months ended September 30, 2023, $50 million and $25 million of gains, respectively, were recognized within the cumulative translation adjustment component of OCI. During the three and nine months ended September 30, 2022, $94 million and $191 million of gains, respectively, were recognized within the cumulative translation adjustment component of OCI. Included in accumulated OCI related to these net investment hedges were cumulative gains of $62 million and $37 million as of September 30, 2023 and December 31, 2022, respectively.
Derivatives Not Designated as Hedges
In certain occasions the Company enters into certain foreign currency and commodity contracts that are not designated as hedges. When hedge accounting is not applied to derivative contracts, gains and losses are recorded to other income (expense), net and cost of sales in the consolidated statements of operations.
Fair Value of Derivative Instruments in the Balance Sheet
| Asset Derivatives | Liability Derivatives | Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet | |||||||||||||||||||||||||||
| Balance Sheet Location | September 30, 2023 | Balance Sheet Location | September 30, 2023 | September 30, 2023 | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
Derivatives designated as cash flow hedges: | |||||||||||||||||||||||||||||
| Commodity derivatives | Other current assets | $ | Accrued liabilities | $ | |||||||||||||||||||||||||
| Foreign currency derivatives* | Other current assets | Other current assets | $ | ||||||||||||||||||||||||||
| Commodity derivatives | Other long-term assets | Other long-term liabilities | |||||||||||||||||||||||||||
| Foreign currency derivatives* | Other long-term assets | Other long-term assets | |||||||||||||||||||||||||||
| Total derivatives designated as hedges | $ | $ | |||||||||||||||||||||||||||
| Derivatives not designated: | |||||||||||||||||||||||||||||
| Foreign currency derivatives* | Other current assets | $ | $ | ( | |||||||||||||||||||||||||
| Foreign currency derivatives* | Accrued liabilities | ( | |||||||||||||||||||||||||||
| Total derivatives not designated as hedges | $ | $ | |||||||||||||||||||||||||||
29
| Asset Derivatives | Liability Derivatives | Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet | |||||||||||||||||||||||||||
| Balance Sheet Location | December 31, 2022 | Balance Sheet Location | December 31, 2022 | December 31, 2022 | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
Derivatives designated as cash flow hedges: | |||||||||||||||||||||||||||||
| Commodity derivatives | Other current assets | $ | Accrued liabilities | $ | |||||||||||||||||||||||||
| Foreign currency derivatives* | Other current assets | Other current assets | $ | ||||||||||||||||||||||||||
| Commodity derivatives | Other long-term assets | Other long-term liabilities | |||||||||||||||||||||||||||
| Foreign currency derivatives* | Other long-term assets | Other long-term assets | |||||||||||||||||||||||||||
| Foreign currency derivatives* | Other long-term liabilities | ||||||||||||||||||||||||||||
Derivatives designated as net investment hedges: | |||||||||||||||||||||||||||||
| Foreign currency derivatives | Other current assets | Accrued liabilities | |||||||||||||||||||||||||||
| Total derivatives designated as hedges | $ | $ | |||||||||||||||||||||||||||
| Derivatives not designated: | |||||||||||||||||||||||||||||
| Foreign currency derivatives* | Other current assets | $ | $ | ||||||||||||||||||||||||||
| Total derivatives not designated as hedges | $ | $ | |||||||||||||||||||||||||||
* Derivative instruments within this category are subject to master netting arrangements and are presented on a net basis in the consolidated balance sheets in accordance with accounting guidance related to the offsetting of amounts related to certain contracts.
The fair value of Aptiv’s derivative financial instruments was in a net asset position as of September 30, 2023 and December 31, 2022.
Effect of Derivatives on the Statements of Operations and Statements of Comprehensive Income
The pre-tax effect of derivative financial instruments in the consolidated statements of operations and consolidated statements of comprehensive income for the three and nine months ended September 30, 2023 and 2022 is as follows:
| Three Months Ended September 30, 2023 | Gain Recognized in OCI | (Loss) Gain Reclassified from OCI into Income | |||||||||
| (in millions) | |||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||
| Commodity derivatives | $ | $ | ( | ||||||||
| Foreign currency derivatives | |||||||||||
| Derivatives designated as net investment hedges: | |||||||||||
| Foreign currency derivatives | |||||||||||
| Total | $ | $ | |||||||||
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| Loss Recognized in Income | |||||
| (in millions) | |||||
| Derivatives not designated: | |||||
| Foreign currency derivatives | $ | ( | |||
| Total | $ | ( | |||
| Three Months Ended September 30, 2022 | (Loss) Gain Recognized in OCI | (Loss) Gain Reclassified from OCI into Income | |||||||||
| (in millions) | |||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||
| Commodity derivatives | $ | ( | $ | ( | |||||||
| Foreign currency derivatives | |||||||||||
| Derivatives designated as net investment hedges: | |||||||||||
| Foreign currency derivatives | |||||||||||
| Total | $ | ( | $ | ( | |||||||
| Loss Recognized in Income | |||||
| (in millions) | |||||
| Derivatives not designated: | |||||
| Foreign currency derivatives | $ | ( | |||
| Total | $ | ( | |||
| Nine Months Ended September 30, 2023 | (Loss) Gain Recognized in OCI | (Loss) Gain Reclassified from OCI into Income | |||||||||
| (in millions) | |||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||
| Commodity derivatives | $ | ( | $ | ( | |||||||
| Foreign currency derivatives | |||||||||||
| Derivatives designated as net investment hedges: | |||||||||||
| Foreign currency derivatives | |||||||||||
| Total | $ | $ | |||||||||
| Loss Recognized in Income | |||||
| (in millions) | |||||
| Derivatives not designated: | |||||
| Foreign currency derivatives | $ | ( | |||
| Total | $ | ( | |||
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| Nine Months Ended September 30, 2022 | (Loss) Gain Recognized in OCI | Gain Reclassified from OCI into Income | |||||||||
| (in millions) | |||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||
| Commodity derivatives | $ | ( | $ | ||||||||
| Foreign currency derivatives | |||||||||||
| Derivatives designated as net investment hedges: | |||||||||||
| Foreign currency derivatives | |||||||||||
| Total | $ | ( | $ | ||||||||
| Loss Recognized in Income | |||||
| (in millions) | |||||
| Derivatives not designated: | |||||
| Foreign currency derivatives | $ | ( | |||
| Total | $ | ( | |||
The gain or loss recognized in income for designated and non-designated derivative instruments was recorded to cost of sales and other income (expense), net in the consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022, respectively.
15. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value Measurements on a Recurring Basis
Derivative instruments—All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. Aptiv’s derivative exposures are with counterparties with long-term investment grade credit ratings. Aptiv estimates the fair value of its derivative contracts using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of foreign currency and commodity derivative instruments are determined using exchange traded prices and rates. Aptiv also considers the risk of non-performance in the estimation of fair value, and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. The non-performance risk adjustment reflects the credit default spread (“CDS”) applied to the net commodity by counterparty and foreign currency exposures by counterparty. When Aptiv is in a net derivative asset position, the counterparty CDS rates are applied to the net derivative asset position. When Aptiv is in a net derivative liability position, estimates of peer companies’ CDS rates are applied to the net derivative liability position.
In certain instances where market data is not available, Aptiv uses management judgment to develop assumptions that are used to determine fair value. This could include situations of market illiquidity for a particular currency or commodity or where observable market data may be limited. In those situations, Aptiv generally surveys investment banks and/or brokers and utilizes the surveyed prices and rates in estimating fair value.
As of September 30, 2023 and December 31, 2022, Aptiv was in a net derivative asset position of $109 million and $22 million, respectively, and no significant adjustments were recorded for nonperformance risk based on the application of peer companies’ CDS rates, evaluation of our own nonperformance risk and because Aptiv’s exposures were to counterparties with investment grade credit ratings. Refer to Note 14. Derivatives and Hedging Activities for further information regarding derivatives.
Contingent consideration—The liability for contingent consideration is estimated as of the date of the acquisition and is recorded as part of the purchase price, and is subsequently re-measured to fair value at each reporting date, based on a probability-weighted analysis using a rate that reflects the uncertainty surrounding the expected outcomes, which the Company believes is appropriate and representative of market participant assumptions. The measurement of the liability for contingent consideration is based on significant inputs that are not observable in the market, and is therefore classified as a Level 3 measurement in accordance with ASC Topic 820-10-35. Examples of utilized unobservable inputs are estimated future earnings or milestone achievements of the acquired businesses and applicable discount rates. The estimate of the liability may fluctuate if there are changes in the forecast of acquired businesses’ future earnings or milestone achievements, as a result of actual earnings or milestone achievements or in the discount rates used to determine the present value of contingent future cash flows.
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The Company regularly reviews these assumptions and makes adjustments to the fair value measurements as required by facts and circumstances.
There was no liability for contingent consideration as of September 30, 2023. As of December 31, 2022, the liability for contingent consideration was $10 million (which was classified within other current liabilities). Adjustments to this liability for interest accretion are recognized in interest expense, and any other changes in the fair value of this liability are recognized within other income (expense), net in the consolidated statements of operations.
The changes in the contingent consideration liability classified as a Level 3 measurement for the nine months ended September 30, 2023 were as follows:
| Contingent Consideration Liability | |||||
| (in millions) | |||||
| Fair value at beginning of period | $ | ||||
| Payments | ( | ||||
| Fair value at end of period | $ | ||||
During the nine months ended September 30, 2023, the Company paid $10 million of contingent consideration based on the actual level of earnings of the acquired business during the contractual earn-out period. This payment was recorded as a cash outflow from financing activities in the consolidated statement of cash flows in accordance with ASC Topic 230-10-45, as the full amount of the payment represented the acquisition date fair value of the contingent consideration liability.
Publicly traded equity securities—All publicly traded equity securities are reported at fair value as of each reporting date. The measurement of the asset is based on quoted prices for identical assets on active market exchanges. Gains and losses from changes in the fair value of these securities are recorded within other income (expense), net on the consolidated statement of operations.
| Total | Quoted Prices in Active Markets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| As of September 30, 2023: | |||||||||||||||||||||||
| Foreign currency derivatives | $ | $ | $ | $ | |||||||||||||||||||
| Publicly traded equity securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| As of December 31, 2022: | |||||||||||||||||||||||
| Foreign currency derivatives | $ | $ | $ | $ | |||||||||||||||||||
| Publicly traded equity securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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| Total | Quoted Prices in Active Markets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| As of September 30, 2023: | |||||||||||||||||||||||
| Commodity derivatives | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency derivatives | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| As of December 31, 2022: | |||||||||||||||||||||||
| Commodity derivatives | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency derivatives | |||||||||||||||||||||||
| Contingent consideration | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Non-derivative financial instruments—Aptiv’s non-derivative financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable, as well as debt, which consists of its accounts receivable factoring arrangement, finance leases and other debt issued by Aptiv’s non-U.S. subsidiaries, the Revolving Credit Facility, the Tranche A Term Loan and all series of outstanding senior notes. The fair value of debt is based on quoted market prices for instruments with public market data or significant other observable inputs for instruments without a quoted public market price (Level 2). As of September 30, 2023 and December 31, 2022, total debt was recorded at $6,462 million and $6,491 million, respectively, and had estimated fair values of $5,131 million and $5,241 million, respectively. For all other financial instruments recorded at September 30, 2023 and December 31, 2022, fair value approximates book value.
Fair Value Measurements on a Nonrecurring Basis
In addition to items that are measured at fair value on a recurring basis, Aptiv also has items in its balance sheet that are measured at fair value on a nonrecurring basis. As these items are not measured at fair value on a recurring basis, they are not included in the tables above. Financial and nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include certain inventories, long-lived assets, assets and liabilities held for sale, intangible assets, equity investments without readily determinable fair values and liabilities for exit or disposal activities measured at fair value upon initial recognition. Aptiv recorded non-cash impairment charges of $18 million for the nine months ended September 30, 2023, within other expense, net related to its equity investments without readily determinable fair values. Aptiv recorded non-cash long-lived asset impairment charges of $5 million and $8 million for the three and nine months ended September 30, 2022, respectively, and other charges of $3 million for the nine months ended September 30, 2022. These charges were primarily related to the conflict between Ukraine and Russia and were recorded within cost of sales. In addition, Aptiv determined that our former majority owned subsidiary in Russia initially met the held for sale criteria as of June 30, 2022. Consequently, during the nine months ended September 30, 2022, the Company recorded a charge of $51 million to reduce the carrying value of the subsidiary to fair value, which was recorded primarily within cost of sales. Fair value of long-lived and other assets is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved and a review of appraisals or other market indicators and management estimates. As such, Aptiv has determined that the fair value measurements of long-lived and other assets fall in Level 3 of the fair value hierarchy.
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16. OTHER INCOME, NET
Other income (expense), net included:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||
| Components of net periodic benefit cost other than service cost (Note 9) | ( | ( | ( | ( | |||||||||||||||||||
| Costs associated with acquisitions and other transactions | ( | ( | ( | ||||||||||||||||||||
| Impairment of equity investments without readily determinable fair value (Note 21) | ( | ||||||||||||||||||||||
| Loss on change in fair value of publicly traded equity securities | ( | ( | ( | ||||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||
| Other income (expense), net | $ | $ | $ | $ | ( | ||||||||||||||||||
During the three months ended September 30, 2023, there were no net unrealized gains or losses recognized for publicly traded equity securities still held as of September 30, 2023. During the three months ended September 30, 2022, net unrealized losses of $6 million were recognized for publicly traded equity securities still held as of September 30, 2023. During the nine months ended September 30, 2023 and 2022, net unrealized losses of $6 million and $51 million, respectively, were recognized for publicly traded equity securities still held as of September 30, 2023.
As further described in Note 21. Investments in Affiliates, during the nine months ended September 30, 2023, Aptiv recorded an impairment loss of $18 million in its equity investments without readily determinable fair values.
17. ACQUISITIONS AND DIVESTITURES
Acquisition of Höhle Ltd.
On April 3, 2023, Aptiv acquired 100 % of the equity interests of Höhle Ltd. (“Höhle”), a manufacturer of microducts, for total consideration of $42 million. The results of operations of Höhle are reported within the Signal and Power Solutions segment from the date of acquisition. The Company acquired Höhle utilizing cash on hand.
The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the second quarter of 2023. The preliminary purchase price and related allocation to the acquired net assets of Höhle based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
| Purchase price, cash consideration, net of cash acquired | $ | ||||
| Intangible assets | $ | ||||
| Other assets, net | |||||
| Identifiable net assets acquired | |||||
| Goodwill resulting from purchase | |||||
| Total purchase price allocation | $ | ||||
Intangible assets include amounts recognized for the fair value of customer-based assets, which will be amortized over their estimated useful lives, which range from to seven years . The estimated fair value of these assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and is not deductible for tax purposes.
The purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding liabilities assumed, including, but not limited to, contingent liabilities, revisions of provisional estimates of fair values, including, but not limited to, the completion of independent valuations related to intangible assets and certain tax attributes.
35
The pro forma effects of this acquisition would not materially impact the Company’s reported results for any period presented, and as a result no pro forma financial statements were presented.
Acquisition of Wind River Systems, Inc.
On December 23, 2022, Aptiv acquired 100 % of the equity interests of Wind River Systems, Inc. (“Wind River”), a global leader in delivering software for the intelligent edge, for total consideration of approximately $3.5 billion. The results of operations of Wind River are reported within the Advanced Safety and User Experience segment from the date of acquisition. The Company acquired Wind River utilizing cash on hand, which included proceeds from the 2022 Senior Notes. Refer to Note 8. Debt for additional information regarding the 2022 Senior Notes. Upon completion of the acquisition, Aptiv incurred transaction related expenses totaling approximately $43 million, which were recorded within other expense, net in the statement of operations in the fourth quarter of 2022.
The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available in the fourth quarter of 2022. As previously disclosed, a portion of the cash consideration was unpaid as of December 31, 2022 and during the first quarter of 2023, $36 million was paid and recognized as a cash outflow from investing activities for the nine months ended September 30, 2023. Adjustments recorded from the amounts disclosed also included a reduction to accrued liabilities of $17 million and minor adjustments to various other assets and liabilities assumed, resulting in a net reduction to goodwill of $12 million. The preliminary purchase price and related allocation to the acquired net assets of Wind River based on their estimated fair values is shown below (in millions):
| Purchase price, cash consideration, net of cash acquired | $ | ||||
| Accounts receivable, net | $ | ||||
| Contract assets | |||||
| Property, plant and equipment | |||||
| Intangible assets | |||||
| Contract liabilities | ( | ||||
| Accrued liabilities | ( | ||||
| Deferred tax liabilities | ( | ||||
| Other assets, net | |||||
| Identifiable net assets acquired | |||||
| Goodwill resulting from purchase | |||||
| Total purchase price allocation | $ | ||||
Intangible assets primarily include $750 million of technology-related assets with approximate useful lives of sixteen years , $630 million for the fair value of customer-based assets with approximate useful lives ranging from to twenty-two years and $110 million recognized for the fair value of the acquired trade name with an approximate useful life of eighteen years . The estimated fair value of these assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches and is sensitive to certain assumptions including discount rates, projected revenue growth rates and profit margin. These assumptions are forward-looking in nature and are dependent on the future performance of Wind River and could be affected by future economic and market conditions. Goodwill recognized in this transaction is primarily attributable to expanded market opportunities, including integrating Wind River’s product offerings with existing Company offerings, synergies expected to arise after the acquisition and the assembled workforce of Wind River and is not deductible for tax purposes.
The purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding liabilities assumed, including, but not limited to, contingent liabilities, revisions of provisional estimates of fair values, including, but not limited to, the completion of independent valuations related to intangible assets and certain tax attributes.
The pro forma effects of this acquisition would not materially impact the Company’s reported results for any period presented, and as a result no pro forma financial statements were presented.
36
Acquisition of Controlling Interest in Intercable Automotive Solutions
On November 30, 2022, Aptiv acquired 85 % of the equity interests of Intercable Automotive Solutions S.r.l. (“Intercable Automotive”), a manufacturer of high-voltage busbars and interconnect solutions, for total consideration of $609 million. Intercable Automotive was formerly a subsidiary of Intercable S.r.l. The results of operations of Intercable Automotive are reported within the Signal and Power Solutions segment from the date of acquisition. The Company acquired its interest in Intercable Automotive utilizing cash on hand. Upon completion of the acquisition, Aptiv incurred transaction related expenses totaling approximately $10 million, which were recorded within other expense, net in the statement of operations in the fourth quarter of 2022.
The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2022. The purchase price was increased by a net working capital adjustment of approximately $3 million, which was paid to the seller and recorded in the second quarter of 2023, and was primarily allocated to goodwill. Adjustments recorded from the amounts disclosed as of December 31, 2022 also included minor adjustments to various assets acquired and liabilities assumed. The preliminary purchase price and related allocation to the acquired net assets of Intercable Automotive based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
| Purchase price, cash consideration, net of cash acquired | $ | ||||
| Inventory | $ | ||||
| Property, plant and equipment | |||||
| Intangible assets | |||||
| Deferred tax liabilities | ( | ||||
| Other liabilities, net | ( | ||||
| Identifiable net assets acquired | |||||
| Goodwill resulting from purchase | |||||
| Total | |||||
| Less: redeemable noncontrolling interest | ( | ||||
| Total purchase price allocation | $ | ||||
Intangible assets include $202 million recognized for the fair value of customer-based assets with approximate useful lives of nineteen years , $63 million of technology-related assets with estimated useful lives of approximately fifteen years and $21 million recognized for the fair value of the trade name license with an approximate useful life of fifteen years . The estimated fair value of these assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce of Intercable Automotive and is not deductible for tax purposes.
Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 15 % of Intercable Automotive for cash of up to €155 million, beginning in 2026. The final purchase price is contractually defined and will be determined based on Intercable Automotive’s 2025 operating results. Due to the noncontrolling interest holders’ redemption rights, the noncontrolling interest has been classified as redeemable noncontrolling interest in the temporary equity section of the consolidated balance sheet. The fair value of the noncontrolling interest was determined using a Monte Carlo simulation approach and includes several assumptions including estimated future profitability, expected volatility rate and risk free rate.
The purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding liabilities assumed, including, but not limited to, contingent liabilities, revisions of provisional estimates of fair values, including, but not limited to, the completion of independent valuations related to intangible assets, noncontrolling interest and certain tax attributes.
The pro forma effects of this acquisition would not materially impact the Company’s reported results for any period presented, and as a result no pro forma financial statements were presented.
Sale of Interest in Majority Owned Russian Subsidiary
Given the sanctions put in place by the E.U., U.S. and other governments, which restrict our ability to conduct business in Russia, we initiated a plan in the second quarter of 2022 to exit our 51 % owned subsidiary in Russia. As a result, the Company
37
determined that this subsidiary, which was reported within the Signal and Power Solutions segment, initially met the held for sale criteria as of June 30, 2022. Consequently, during the nine months ended September 30, 2022, the Company recorded a pre-tax charge of $51 million to impair the carrying value of the Russian subsidiary’s net assets to fair value. The remaining assets and liabilities were de minimis, net of the appropriate valuation allowances, and were presented as other current assets and other current liabilities, respectively, in the consolidated balance sheet as of December 31, 2022.
On May 30, 2023, the Company completed the sale of its entire interest in the Russian subsidiary to JSC Samara Cables Company, the sole minority shareholder in the Russian subsidiary, for a nominal amount in exchange for all of the Company’s shares in the subsidiary. As a result of this transaction, the net assets held for sale of the Russian subsidiary were deconsolidated from the Company’s consolidated financial statements and the Company did not record any incremental gain or loss resulting from this disposition. Furthermore, losses relating to the Russian subsidiary during the held for sale period were de minimis. The former Russian subsidiary is not considered to be a related party of the Company after deconsolidation.
18. SHARE-BASED COMPENSATION
Long-Term Incentive Plan
The Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015 (the “PLC LTIP”), allows for the grant of awards of up to 25,665,448 ordinary shares for long-term compensation. The PLC LTIP is designed to align the interests of management and shareholders. The awards can be in the form of shares, options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards and other share-based awards to the employees, directors, consultants and advisors of the Company. The Company has awarded annual long-term grants of RSUs under the PLC LTIP in order to align management compensation with Aptiv’s overall business strategy. In addition, the Company has competitive and market-appropriate ownership requirements for its directors and officers. All of the RSUs granted under the PLC LTIP are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. Dividend equivalents are generally paid out in ordinary shares upon vesting of the underlying RSUs.
Board of Director Awards
Aptiv has granted RSUs to the Board of Directors as detailed in the table below:
| Grant Date | RSUs granted | Grant Date Fair Value (1) | Vesting Date | Shares Issued Upon Vesting | Fair Value of Shares at Issuance | Shares Withheld to Cover Withholding Taxes | ||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||
| April 2023 | $ | April 2024 | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||
| April 2022 | $ | April 2023 | $ | |||||||||||||||||||||||||||||||||||
| April 2021 | $ | April 2022 | $ | |||||||||||||||||||||||||||||||||||
(1)Determined based on the closing price of the Company’s ordinary shares on the date of the grant.
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Executive Awards
Aptiv has made annual grants of RSUs to its executives in February of each year beginning in 2012. These awards include a time-based vesting portion and a performance-based vesting portion, as well as continuity awards in certain years. The time-based RSUs, which make up 40 % (25 % prior to 2021) of the awards for Aptiv’s officers and 50 % for Aptiv’s other executives, vest ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 60 % (75 % prior to 2021) of the awards for Aptiv’s officers and 50 % for Aptiv’s other executives, vest at the completion of a three-year performance period if certain targets are met. Each executive will receive between 0 % and 200 % (150 % for the 2019 and 2020 grants based on the executive performance grant modification in 2020) of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:
| Metric | 2020 - 2023 Grants | 2019 Grant | ||||||||||||
| Average return on net assets (1) | ||||||||||||||
| Cumulative net income | ||||||||||||||
| Relative total shareholder return (2) | ||||||||||||||
(1)Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment for each calendar year during the respective performance period.
(2)Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for the specified trading days in the fourth quarter of the end of the performance period to the average closing price per share of the Company’s ordinary shares for the specified trading days in the fourth quarter of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.
| Grant Date | RSUs Granted | Grant Date Fair Value | Time-Based Award Vesting Dates | Performance-Based Award Vesting Date | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| February 2019 | $ | Annually on anniversary of grant date, 2020 - 2022 | December 31, 2021 | |||||||||||||||||||||||
| February 2020 | $ | Annually on anniversary of grant date, 2021 - 2023 | December 31, 2022 | |||||||||||||||||||||||
| February 2021 | $ | Annually on anniversary of grant date, 2022 - 2024 | December 31, 2023 | |||||||||||||||||||||||
| February 2022 | $ | Annually on anniversary of grant date, 2023 - 2025 | December 31, 2024 | |||||||||||||||||||||||
| February 2023 | $ | Annually on anniversary of grant date, 2024 - 2026 | December 31, 2025 | |||||||||||||||||||||||
The grant date fair value of the RSUs is determined based on the target number of awards issued, the closing price of the Company’s ordinary shares on the date of the grant of the award, including an estimate for forfeitures, and a contemporaneous valuation performed by an independent valuation specialist with respect to the relative total shareholder return awards.
Any new executives hired after the annual executive RSU grant date may be eligible to participate in the PLC LTIP. The Company has also granted additional awards to employees in certain periods under the PLC LTIP. Any off cycle grants made for new hires or to other employees are valued at their grant date fair value based on the closing price of the Company’s ordinary shares on the date of any such grant.
| Time-Based Awards | Performance-Based Awards | |||||||||||||||||||||||||||||||||||||
| Vesting Date | Ordinary Shares Issued Upon Vesting | Fair Value of Shares at Issuance | Ordinary Shares Withheld to Cover Withholding Taxes | Ordinary Shares Issued Upon Vesting | Fair Value of Shares at Issuance | Ordinary Shares Withheld to Cover Withholding Taxes | ||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||
| Q1 2023 | $ | $ | ||||||||||||||||||||||||||||||||||||
| Q1 2022 | $ | $ | ||||||||||||||||||||||||||||||||||||
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| RSUs | Weighted Average Grant Date Fair Value | ||||||||||
| (in thousands) | |||||||||||
| Nonvested, January 1, 2023 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited | ( | $ | |||||||||
| Nonvested, September 30, 2023 | $ | ||||||||||
Aptiv recognized share-based compensation expense of $29 million ($29 million, net of tax) and $19 million ($19 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the three months ended September 30, 2023 and 2022, respectively. Aptiv recognized share-based compensation expense of $77 million ($76 million, net of tax) and $65 million ($65 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the nine months ended September 30, 2023 and 2022, respectively. Aptiv will continue to recognize compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of September 30, 2023, unrecognized compensation expense on a pre-tax basis of approximately $190 million is anticipated to be recognized over a weighted average period of approximately two years . For the nine months ended September 30, 2023 and 2022, approximately $31 million and $36 million, respectively, of cash was paid and reflected as a financing activity in the statements of cash flows related to the tax withholding for vested RSUs.
Subsidiary Awards
During the first quarter of 2023, certain employees of Wind River were granted stock options in Westerly, LLC (a subsidiary of the Company and parent company of Wind River) (the “Subsidiary Awards”). These Subsidiary Awards will vest ratably over a three year period subject to continuing employment. Refer to Note 17. Acquisitions and Divestitures for further information on the Wind River acquisition.
In the first quarter of 2023, approximately 7 million Subsidiary Awards were granted at a grant date fair value of $3.69 per Subsidiary Award, which were outstanding and unvested as of September 30, 2023.
The following summarizes the weighted average inputs used in the Black-Scholes model to value the Subsidiary Awards granted during the nine months ended September 30, 2023:
| Expected volatility | % | ||||
| Expected term | |||||
| Expected dividends | $ | ||||
| Risk-free interest rate | % | ||||
Aptiv recognized share-based compensation expense related to these Subsidiary Awards of $2 million and $5 million during the three and nine months ended September 30, 2023, respectively. Aptiv will continue to recognize compensation expense based on the grant date fair value of the Subsidiary Awards over the requisite service period. As of September 30, 2023, unrecognized compensation expense on a pre-tax basis related to unvested Subsidiary Awards of approximately $22 million is anticipated to be recognized over a period of approximately two years .
19. SEGMENT REPORTING
Aptiv operates its core business along the following operating segments, which are grouped on the basis of similar product, market and operating factors:
•Signal and Power Solutions, which includes complete electrical architecture and component products.
•Advanced Safety and User Experience, which includes vehicle technology and services in advanced safety, user experience and connectivity and security solutions, as well as cloud-native software platforms, autonomous driving technologies and DevOps tools.
•Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses and income of a non-operating or strategic nature.
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The accounting policies of the segments are the same as those described in Note 2. Significant Accounting Policies, except that the disaggregated financial results for the segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for which Aptiv’s chief operating decision maker regularly reviews financial results to assess performance of, and make internal operating decisions about allocating resources to, the segments.
Generally, Aptiv evaluates segment performance based on stand-alone segment net income before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments and other related charges, compensation expense related to acquisitions and gains (losses) on business divestitures and other transactions (“Adjusted Operating Income”) and accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, at current market prices.
Aptiv’s management utilizes Adjusted Operating Income as the key performance measure of segment income or loss to evaluate segment performance, and for planning and forecasting purposes to allocate resources to the segments, as management believes this measure is most reflective of the operational profitability or loss of Aptiv’s operating segments. Segment Adjusted Operating Income should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income attributable to Aptiv, which is the most directly comparable financial measure to Adjusted Operating Income that is prepared in accordance with U.S. GAAP. Segment Adjusted Operating Income, as determined and measured by Aptiv, should also not be compared to similarly titled measures reported by other companies.
Included below are sales and operating data for Aptiv’s segments for the three and nine months ended September 30, 2023 and 2022.
| Signal and Power Solutions | Advanced Safety and User Experience | Eliminations and Other (1) | Total | ||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| For the Three Months Ended September 30, 2023: | |||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||||||||
| Adjusted operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Equity income (loss), net of tax | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Net income attributable to noncontrolling interest | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net loss attributable to redeemable noncontrolling interest | $ | $ | $ | $ | |||||||||||||||||||||||||
| Signal and Power Solutions | Advanced Safety and User Experience | Eliminations and Other (1) | Total | ||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| For the Three Months Ended September 30, 2022: | |||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||||||||
| Adjusted operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Equity income (loss), net of tax | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Net income attributable to noncontrolling interest | $ | $ | $ | $ | |||||||||||||||||||||||||
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| Signal and Power Solutions | Advanced Safety and User Experience | Eliminations and Other (1) | Total | ||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, 2023: | |||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||||||||
| Adjusted operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Equity income (loss), net of tax | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
Net income attributable to noncontrolling interest | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net loss attributable to redeemable noncontrolling interest | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||
| Signal and Power Solutions | Advanced Safety and User Experience | Eliminations and Other (1) | Total | ||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, 2022: | |||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||||||||
| Adjusted operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Equity income (loss), net of tax | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||
(1)Eliminations and Other includes the elimination of inter-segment transactions.
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| Signal and Power Solutions | Advanced Safety and User Experience | Total | |||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| For the Three Months Ended September 30, 2023: | |||||||||||||||||||||||||||||
| Adjusted operating income | $ | $ | $ | ||||||||||||||||||||||||||
| Amortization | ( | ( | ( | ||||||||||||||||||||||||||
| Restructuring | ( | ( | ( | ||||||||||||||||||||||||||
| Other acquisition and portfolio project costs | ( | ( | ( | ||||||||||||||||||||||||||
| Compensation expense related to acquisitions | ( | ( | |||||||||||||||||||||||||||
| Operating income | $ | $ | |||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||||||||
| Income before income taxes and equity loss | |||||||||||||||||||||||||||||
| Income tax benefit | |||||||||||||||||||||||||||||
Equity loss, net of tax | ( | ||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | |||||||||||||||||||||||||||||
| Net income attributable to Aptiv | $ | ||||||||||||||||||||||||||||
| Signal and Power Solutions | Advanced Safety and User Experience | Total | |||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| For the Three Months Ended September 30, 2022: | |||||||||||||||||||||||||||||
| Adjusted operating income | $ | $ | $ | ||||||||||||||||||||||||||
| Amortization | ( | ( | ( | ||||||||||||||||||||||||||
| Restructuring | ( | ( | ( | ||||||||||||||||||||||||||
| Other acquisition and portfolio project costs | ( | ( | |||||||||||||||||||||||||||
| Asset impairments | ( | ( | |||||||||||||||||||||||||||
| Operating income | $ | $ | |||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||||||||
| Income before income taxes and equity loss | |||||||||||||||||||||||||||||
| Income tax expense | ( | ||||||||||||||||||||||||||||
| Equity loss, net of tax | ( | ||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | |||||||||||||||||||||||||||||
| Net income attributable to Aptiv | $ | ||||||||||||||||||||||||||||
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| Signal and Power Solutions | Advanced Safety and User Experience | Total | |||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, 2023: | |||||||||||||||||||||||||||||
| Adjusted operating income | $ | $ | $ | ||||||||||||||||||||||||||
| Amortization | ( | ( | ( | ||||||||||||||||||||||||||
| Restructuring | ( | ( | ( | ||||||||||||||||||||||||||
| Other acquisition and portfolio project costs | ( | ( | ( | ||||||||||||||||||||||||||
| Compensation expense related to acquisitions | ( | ( | |||||||||||||||||||||||||||
| Operating income | $ | $ | |||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||||||||
| Income before income taxes and equity loss | |||||||||||||||||||||||||||||
| Income tax benefit | |||||||||||||||||||||||||||||
Equity loss, net of tax | ( | ||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | |||||||||||||||||||||||||||||
| Net loss attributable to redeemable noncontrolling interest | ( | ||||||||||||||||||||||||||||
| Net income attributable to Aptiv | $ | ||||||||||||||||||||||||||||
| Signal and Power Solutions | Advanced Safety and User Experience | Total | |||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, 2022: | |||||||||||||||||||||||||||||
| Adjusted operating income | $ | $ | $ | ||||||||||||||||||||||||||
| Amortization | ( | ( | ( | ||||||||||||||||||||||||||
| Restructuring | ( | ( | ( | ||||||||||||||||||||||||||
| Other acquisition and portfolio project costs | ( | ( | ( | ||||||||||||||||||||||||||
| Asset impairments | ( | ( | |||||||||||||||||||||||||||
| Other charges related to Ukraine/Russia conflict (1) | ( | ( | |||||||||||||||||||||||||||
| Operating income | $ | $ | |||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
| Other expense, net | ( | ||||||||||||||||||||||||||||
| Income before income taxes and equity loss | |||||||||||||||||||||||||||||
| Income tax expense | ( | ||||||||||||||||||||||||||||
| Equity loss, net of tax | ( | ||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | ( | ||||||||||||||||||||||||||||
| Net income attributable to Aptiv | $ | ||||||||||||||||||||||||||||
(1)Primarily consists of charges related to the designation of our former majority owned Russian subsidiary as held for sale as of September 30, 2022. Refer to Note 17. Acquisitions and Divestitures for further information.
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20. REVENUE
Refer to Note 2. Significant Accounting Policies for a complete description of the Company’s revenue recognition accounting policy.
Nature of Goods and Services
The principal activity from which the Company generates its revenue is the manufacturing of production parts for OEM customers. Aptiv recognizes revenue for production parts at a point in time, rather than over time, as the performance obligation is satisfied when customers obtain control of the product upon title transfer and not as the product is manufactured or developed.
Although production parts are highly customized with no alternative use, Aptiv does not have an enforceable right to payment as customers have the right to cancel a product program without a notification period. The amount of revenue recognized is based on the purchase order price and adjusted for revenue allocated to variable consideration (i.e., estimated rebates and price discounts), as applicable. Customers typically pay for production parts based on customary business practices with payment terms averaging 60 days.
The Company also generates revenue from the sale of software licenses, post delivery support and maintenance and professional software services, primarily from Wind River, which the Company acquired in December 2022. Refer to Note 17. Acquisitions and Divestitures for further information on this acquisition. The Company generally recognizes revenue for software licenses and professional software services at a point in time upon delivery or when the services are provided. Revenue from post delivery support and maintenance for software contracts is generally recognized over time on a ratable basis over the contract term. Under certain of these arrangements, timing may differ between revenue recognition and billing.
Disaggregation of Revenue
Revenue generated from Aptiv’s operating segments is disaggregated by primary geographic market in the following tables for the three and nine months ended September 30, 2023 and 2022. Information concerning geographic market reflects the manufacturing location.
| For the Three Months Ended September 30, 2023: | Signal and Power Solutions | Advanced Safety and User Experience | Eliminations and Other | Total | |||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Geographic Market | |||||||||||||||||||||||
| North America | $ | $ | $ | ( | $ | ||||||||||||||||||
| Europe, Middle East and Africa | ( | ||||||||||||||||||||||
| Asia Pacific | ( | ||||||||||||||||||||||
| South America | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
| For the Three Months Ended September 30, 2022: | Signal and Power Solutions | Advanced Safety and User Experience | Eliminations and Other | Total | |||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Geographic Market | |||||||||||||||||||||||
| North America | $ | $ | $ | ( | $ | ||||||||||||||||||
| Europe, Middle East and Africa | ( | ||||||||||||||||||||||
| Asia Pacific | ( | ||||||||||||||||||||||
| South America | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
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| For the Nine Months Ended September 30, 2023: | Signal and Power Solutions | Advanced Safety and User Experience | Eliminations and Other | Total | |||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Geographic Market | |||||||||||||||||||||||
| North America | $ | $ | $ | ( | $ | ||||||||||||||||||
| Europe, Middle East and Africa | ( | ||||||||||||||||||||||
| Asia Pacific | ( | ||||||||||||||||||||||
| South America | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
| For the Nine Months Ended September 30, 2022: | Signal and Power Solutions | Advanced Safety and User Experience | Eliminations and Other | Total | |||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Geographic Market | |||||||||||||||||||||||
| North America | $ | $ | $ | ( | $ | ||||||||||||||||||
| Europe, Middle East and Africa | ( | ||||||||||||||||||||||
| Asia Pacific | ( | ||||||||||||||||||||||
| South America | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
Contract Balances
Contract liabilities solely consist of deferred revenue. As of September 30, 2023, the balance of contract liabilities was $78 million (of which $70 million was recorded in other current liabilities and $8 million was recorded in other long-term liabilities). As of December 31, 2022, the balance of contract liabilities was $99 million (of which $90 million was recorded in other current liabilities and $9 million was recorded in other long-term liabilities). The decrease in the contract liabilities balance was primarily driven by $84 million of revenues recognized during the nine months ended September 30, 2023 that were included in the contract liability balance as of December 31, 2022, partially offset by cash payments received or due in advance of the performance obligation being satisfied.
Contract assets are primarily comprised of unbilled receivables, which consist of amounts related to the Company’s unconditional right to consideration for completed performance obligations that have not been invoiced. As of September 30, 2023, the balance of contract assets was $120 million (of which $52 million was recorded in other current assets and $68 million was recorded in other long-term assets). As of December 31, 2022, the balance of contract assets was $67 million (of which $24 million was recorded in other current assets and $43 million was recorded in other long-term assets).
Remaining Performance Obligations
For production parts, customer contracts generally are represented by a combination of a current purchase order and a current production schedule issued by the customer. There are no contracts for production parts outstanding beyond one year. Aptiv does not enter into fixed long-term supply agreements.
As permitted, Aptiv does not disclose information about remaining performance obligations that have original expected durations of one year or less for production parts.
Customer contracts for sales of software and related services are generally represented by a sales contract or purchase order with contract durations typically ranging from one to three years. Remaining performance obligations include contract liabilities and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to the remaining performance obligation is based on the standalone selling price. The value of the transaction price allocated to remaining performance obligations under software and related service contracts as of September 30, 2023 was approximately $202 million. The Company expects to recognize approximately 45 % of remaining performance obligations as revenue in the next twelve months, and the remainder thereafter.
46
Costs to Obtain a Contract
From time to time, Aptiv makes payments to customers in conjunction with ongoing business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments. However, certain other payments to customers, or upfront fees, meet the criteria to be considered a cost to obtain a contract as they are directly attributable to a contract, are incremental and management expects the fees to be recoverable. As of September 30, 2023 and December 31, 2022, Aptiv has recorded $63 million (of which $12 million was classified within other current assets and $51 million was classified within other long-term assets) and $78 million (of which $17 million was classified within other current assets and $61 million was classified within other long-term assets), respectively, related to these capitalized upfront fees.
Capitalized upfront fees are amortized to revenue based on the transfer of goods and services to the customer for which the upfront fees relate, which typically range from three to five years. There have been no impairment losses in relation to the costs capitalized. The amount of amortization to net sales was $7 24 million and $20 million for the nine months ended September 30, 2023 and 2022, respectively.
21. INVESTMENTS IN AFFILIATES
Equity Method Investments
As part of Aptiv’s operations, it has investments in various non-consolidated affiliates accounted for under the equity method of accounting. These affiliates are not publicly traded companies and are located in North America, Europe and Asia Pacific. Aptiv’s ownership percentages vary generally from approximately 20% to 50%, with the most significant investment being in Motional AD LLC (“Motional”) (of which Aptiv owns 50 %). Motional was deemed a significant equity investee under Rule 10-01(b) of Regulation S-X for the nine months ended September 30, 2023. Accordingly, summarized interim income statement information of Motional is presented below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (in millions) | (in millions) | ||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Gross margin | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Motional Lease Agreement
In connection with the formation of Motional, Aptiv agreed to sublease certain office space to Motional, which has a remaining lease term of approximately five years as of September 30, 2023. Total income under the agreement was $1 3
Investment in TTTech Auto AG
On March 15, 2022, Aptiv acquired approximately 20 % of the equity interests of TTTech Auto AG (“TTTech Auto”), a leading provider of safety-critical middleware solutions for advanced driver-assistance systems and autonomous driving applications, for €200 million (approximately $220 million, using foreign currency rates on the investment date). The Company made the investment in TTTech Auto utilizing cash on hand.
As of September 30, 2023 and December 31, 2022, the carrying value of the Company’s investment in TTTech Auto was $195 million and $205 million, respectively, which is included in the Advanced Safety and User Experience segment. As of September 30, 2023 and December 31, 2022, the difference between the amount at which the Company’s investment is carried and the amount of the Company’s share of the underlying equity in net assets of TTTech Auto was approximately $149 million and $151 million, respectively. The basis difference is primarily attributable to equity method goodwill associated with the investment, which is not amortized.
Technology Investments
The Company has made technology investments in certain non-consolidated affiliates for ownership interests of less than 20% (where Aptiv does not have the ability to exercise significant influence), as described in Note 2. Significant Accounting Policies. Certain of these investments do not have readily determinable fair values and are measured at cost, less impairments,
47
adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company also holds technology investments in publicly traded equity securities. These investments are measured at fair value based on quoted prices for identical assets on active market exchanges.
| Investment Name | Segment | September 30, 2023 | December 31, 2022 | ||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Equity investments without readily determinable fair values: | |||||||||||||||||||||||||||||
| StradVision, Inc. | Advanced Safety and User Experience | $ | $ | ||||||||||||||||||||||||||
| LeddarTech, Inc. | Advanced Safety and User Experience | ||||||||||||||||||||||||||||
| Other investments | Various | ||||||||||||||||||||||||||||
| Total equity investments without readily determinable fair values | |||||||||||||||||||||||||||||
| Publicly traded equity securities: | |||||||||||||||||||||||||||||
| Smart Eye AB | Advanced Safety and User Experience | ||||||||||||||||||||||||||||
| Otonomo Technologies Ltd. | Advanced Safety and User Experience | ||||||||||||||||||||||||||||
| Valens Semiconductor Ltd. | Signal and Power Solutions | ||||||||||||||||||||||||||||
| Total publicly traded equity securities | |||||||||||||||||||||||||||||
| Total investments | $ | $ | |||||||||||||||||||||||||||
In October 2023, Otonomo Technologies Ltd. (“Otonomo”) merged with Urgent.ly, Inc. (“Urgently”) and Aptiv’s Otonomo ordinary shares were converted into Urgently ordinary shares. Upon completion of the merger, shares of Urgently began trading on the Nasdaq Stock Market LLC under the symbol ULY.
In May 2022, the Company’s Advanced Safety and User Experience segment made an investment totaling 50 billion South Korean Won (approximately $40 million, using foreign currency rates on the investment date) in StradVision, Inc., a provider of deep learning-based camera perception software for automotive applications.
As of September 30, 2023, none of the Company’s equity securities were subject to contractual sales restrictions prohibiting the sale of securities.
The Company evaluated the measurement guidance for equity securities without a readily determinable fair value and performed a qualitative assessment of various impairment indicators and concluded that the LeddarTech, Inc. equity investment was impaired in the first quarter of 2023. As a result, the Company recognized an impairment loss of $18 million during the nine months ended September 30, 2023, within other expense, net in the consolidated statement of operations. The impairment recorded is equal to the difference between the fair value of Aptiv’s ownership interest in the investment and its carrying amount.
There were no other material transactions, events or changes in circumstances requiring an impairment or an observable price change adjustment to our investments without readily determinable fair value. The Company continues to monitor these investments to identify potential transactions which may indicate an impairment or an observable price change requiring an adjustment to its carrying value.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q, including the exhibits being filed as part of this report, as well as other statements made by Aptiv PLC (“Aptiv,” the “Company,” “we,” “us” and “our”), contain forward-looking statements that reflect, when made, the Company’s current views with respect to current events, certain investments and acquisitions and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” and other comparable terminology. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: global and regional economic conditions, including conditions affecting the credit market; global inflationary pressures; uncertainties posed by the COVID-19 pandemic and the difficulty in predicting its future course and its impact on the global economy and the Company’s future operations; uncertainties created by the conflict between Ukraine and Russia, and its impacts to the European and global economies and our operations in each country; fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential disruptions in the supply of and changes in the competitive environment for raw material and other components integral to the Company’s products, including the ongoing semiconductor supply shortage; the Company’s ability to maintain contracts that are critical to its operations; potential changes to beneficial free trade laws and regulations such as the United States-Mexico-Canada Agreement; changes to tax laws; the ability of the Company to integrate and realize the expected benefits of recent transactions; the ability of the Company to attract, motivate and/or retain key executives; the ability of the Company to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers; and the ability of the Company to attract and retain customers. Additional factors are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings with the Securities and Exchange Commission, including those set forth in the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2022. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. It should be remembered that the price of the ordinary shares and any income from them can go down as well as up. Aptiv disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of the Company for the three and nine months ended September 30, 2023. This discussion should be read in conjunction with Item 1. Financial Statements. Our MD&A is presented in eight sections:
•Executive Overview
•Consolidated Results of Operations
•Results of Operations by Segment
•Liquidity and Capital Resources
•Off-Balance Sheet Arrangements
•Contingencies and Environmental Matters
•Recently Issued Accounting Pronouncements
•Critical Accounting Estimates
Within the MD&A, “Aptiv,” the “Company,” “we,” “us” and “our” refer to Aptiv PLC (formerly known as Delphi Automotive PLC), a public limited company formed under the laws of Jersey on May 19, 2011, which completed an initial public offering on November 22, 2011, and its consolidated subsidiaries. The Company’s ordinary shares are publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “APTV.”
Executive Overview
Our Business
We are a leading global technology and mobility architecture company primarily serving the automotive sector. We deliver end-to-end mobility solutions enabling our customers’ transition to more electrified, software-defined vehicles. We design and manufacture vehicle components and provide electrical, electronic and active safety technology solutions to the global automotive and commercial vehicle markets, creating the software and hardware foundation for vehicle features and functionality. Our Advanced Safety and User Experience segment is focused on providing the necessary software and advanced computing platforms, and our Signal and Power Solutions segment is focused on providing the requisite networking architecture required to support the integrated systems in today’s complex vehicles. Together, our businesses develop the ‘brain’ and the ‘nervous system’ of increasingly complex vehicles, providing integration of the vehicle into its operating environment.
We are one of the largest vehicle technology suppliers and our customers include the 25 largest automotive original equipment manufacturers (“OEMs”) in the world.
Our total net sales during the three and nine months ended September 30, 2023 were $5.1 billion and $15.1 billion, an increase of 11% and 18% compared to the same periods of 2022, respectively. Our volumes increased 6% for the three months ended September 30, 2023, which reflects volume growth primarily in North America and Europe, as well as increased global automotive production of 4% (5% on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its revenue, “AWM”). Our volumes increased 13% for the nine months ended September 30, 2023, which reflects volume growth in all regions, as well as increased global automotive production of 9% (11% on an AWM basis). Our increased net sales also reflects incremental sales as a result of our acquisitions of Wind River Systems, Inc. (“Wind River”) and Intercable Automotive Solutions S.r.l. (“Intercable Automotive”) in the fourth quarter of 2022.
We are focused on maintaining a low fixed cost structure that provides us flexibility to remain profitable at all points of the traditional vehicle industry production cycle, including during periods of reduced industry volumes. Accordingly, we will continue to adjust our cost structure and optimize our manufacturing footprint in response to changes in the global and regional automotive markets and in order to increase investment in advanced technologies and engineering as conditions permit. As we operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further refine our cost structure, as evidenced by our ongoing restructuring programs focused on the continued rotation of our manufacturing footprint to best cost locations and on reducing our global overhead costs, as described in Note 7. Restructuring to the consolidated financial statements contained herein. We believe our strong balance sheet coupled with our flexible cost structure will position us to capitalize on improvements in OEM production volumes as economic conditions improve.
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Trends, Uncertainties and Opportunities
Ukraine/Russia conflict. The conflict between Ukraine and Russia, which began in February 2022, has had, and is expected to continue to have, negative economic impacts to both countries and to the European and global economies. In response to the conflict, the European Union (the “E.U.”), United States (the “U.S.”) and other nations implemented broad economic sanctions against Russia. These countries may impose further sanctions and take other actions as the situation continues.
Given the sanctions put in place by the E.U., U.S. and other governments, which restrict our ability to conduct business in Russia, we initiated a plan in the second quarter of 2022 to exit our 51% owned subsidiary in Russia. As a result, the Company determined that this subsidiary, which was reported within the Signal and Power Solutions segment, initially met the held for sale criteria as of June 30, 2022. Consequently, during the nine months ended September 30, 2022, the Company recorded a pre-tax charge of $51 million to impair the carrying value of the Russian subsidiary’s net assets to fair value. The remaining assets and liabilities were de minimis, net of the appropriate valuation allowances, and were presented as other current assets and other current liabilities, respectively, in the consolidated balance sheet as of December 31, 2022.
On May 30, 2023, the Company completed the sale of its entire interest in the Russian subsidiary to JSC Samara Cables Company, the sole minority shareholder in the Russian subsidiary, for a nominal amount in exchange for all of the Company’s shares in the subsidiary. The Company did not record any incremental gain or loss resulting from this disposition. Refer to Note 17. Acquisitions and Divestitures to the consolidated financial statements contained herein for further detail on this transaction.
Ukraine and Russia are significant global producers of raw materials used in our supply chain, including copper, aluminum, palladium and neon gases. Disruptions in the supply and volatility in the price of these materials and other inputs produced by Ukraine or Russia, including increased logistics costs and longer transit times, could adversely impact our business and results of operations. The conflict has also increased the possibility of cyberattacks occurring, which could either directly or indirectly impact our operations. Furthermore, the conflict has caused our customers to analyze their continued presence in the region and future customer production plans in the region remain uncertain.
We do not have a material physical presence in either Ukraine or Russia, with less than 1% of our workforce located in the countries as of December 31, 2022 and less than 1% of our net sales for the year ended December 31, 2022 generated from manufacturing facilities in those countries. However, the impacts of the conflict have adversely impacted, and may continue to adversely impact, global economies, and in particular, the European economy, a region which accounted for approximately 31% of our net sales for the year ended December 31, 2022. Furthermore, as a result of the conflict, we estimate that the adverse impacts to revenue from Russia operations were approximately $15 million and $45 million during the three and nine months ended September 30, 2022, respectively.
We continue to monitor the situation and will seek to minimize its impact to our business, while prioritizing the safety and well-being of our employees located in both countries and our compliance with applicable laws and regulations in the locations where we operate. Any of the impacts mentioned above, among others, could adversely affect our business, business opportunities, results of operations, financial condition and cash flows.
COVID-19 pandemic. The global spread of COVID-19, which originated in late 2019 and was later declared a pandemic by the World Health Organization in March 2020, negatively impacted the global economy, disrupted supply chains and created significant volatility in global financial markets in 2020 with various adverse impacts continuing to date. Direct adverse impacts have included extended work stoppages and travel restrictions at our facilities and those of our customers and suppliers, decreases in consumer demand and vehicle production schedules and disruptions to our supply chain and other adverse global economic impacts, particularly those resulting from temporary governmental “lockdown” orders for all non-essential activities.
To date in 2023, our manufacturing facilities have not been impacted by prolonged shutdowns directly resulting from the COVID-19 pandemic.
Beginning late in the first quarter of 2022 and continuing into the second quarter, various regions in China, including regions where Aptiv has operations, were subjected to lockdowns imposed by governmental authorities to mitigate the spread of COVID-19. In response, our manufacturing facilities located in these areas implemented measures designed to minimize the impacts of any shutdowns. Despite these measures, industry-wide production interruptions adversely impacted our sales and profitability beginning at the end of the first quarter and continuing throughout much of the second quarter. Most of the lockdowns were eased in China late in the second quarter, however many lockdowns were re-imposed and production was once again adversely impacted for portions of the fourth quarter of 2022. Estimated total indirect and direct adverse impacts to revenue as a result of these lockdowns during the first half of 2022 was approximately $210 million. The overall duration and impact, as well as possible reoccurrence, of these lockdowns in China or other regions, or other measures aimed at containing and mitigating the effects of the pandemic, including renewed travel bans and restrictions, quarantines, social distancing orders, “lockdown” orders and shutdowns of non-essential activities, remain uncertain and may adversely impact our results of
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operations and cash flows in future periods. Other than these production interruptions in China, our manufacturing facilities were not impacted by prolonged shutdowns directly resulting from the COVID-19 pandemic in 2022.
Certain direct and indirect adverse impacts of the COVID-19 pandemic have persisted to date, including the worldwide semiconductor supply shortage and global supply chain disruptions. As a result, due to the continuing uncertainties surrounding the COVID-19 pandemic, including potential future governmental actions and economic impacts, it is possible that these adverse impacts could reoccur, resulting in further adverse impacts on our future operating earnings and cash flows. We will continue to actively monitor all direct and indirect potential impacts of the COVID-19 pandemic, and will seek to aggressively mitigate and minimize their impact on our business.
Global supply chain disruptions. Due to various factors that are beyond our control, there are currently global supply chain disruptions, including a worldwide semiconductor supply shortage. The semiconductor supply shortage continues to impact production in automotive and other industries. We anticipate these supply chain disruptions may continue through the remainder of 2023. We, along with most automotive component manufacturers that use semiconductors, have suffered interruptions in our production and have been unable to fully meet the vehicle production demands of OEMs at times over the last several years because of events which are outside our control, including but not limited to, the COVID-19 pandemic, the global semiconductor shortage, fires in our suppliers’ facilities, unprecedented weather events, and other extraordinary events. Although we continue to work closely with suppliers and customers to minimize supply disruptions, some of our customers have indicated that they expect us to bear at least some responsibility for their lost production and other costs. While no assurances can be made as to the ultimate outcome of these customer expectations or any other future claims, we do not currently believe a loss is probable. We will continue to actively monitor all direct and indirect potential impacts of these supply chain disruptions, and will seek to aggressively mitigate and minimize their impact on our business.
In addition, we are carrying critical inventory items and key components, and we continue to procure productive, raw material and non-critical inventory components in order to satisfy our customers’ vehicle production schedules. However, as a result of our customers’ recent production volatility and cancellations, our balance of productive, raw and component material inventories has increased substantially from customary levels as of September 30, 2023 and December 31, 2022. We will continue to actively monitor and manage inventory levels across all inventory types in order to maximize both supply continuity and the efficient use of working capital.
Commercializing the high-tech evolution of the automotive industry. The automotive industry is increasingly evolving towards the implementation of software-dependent components and solutions. In particular, the industry is focused on the development of advanced driver assistance technologies, with the goal of developing and introducing a commercially-viable, fully automated driving experience. We expect automated driving technologies will provide strong societal benefit as well as the opportunity for long-term growth for our product offerings in this space. We are focused on enabling and delivering end-to-end smart mobility solutions, enabling our customers’ transition to more electrified, software-defined vehicles, accelerating the commercialization of active safety and autonomous driving technologies and providing enhanced user experience and connected services.
As part of our strategy to harness the full potential of connected intelligent systems across industries, strengthen our capabilities in software-defined mobility and to enable advanced smart vehicle architecture changes, we acquired Wind River in December 2022. Wind River is a global leader in delivering software for the intelligent edge. Previously, we executed a strategic collaboration agreement with Wind River to develop a software toolchain for various automotive applications.
We are also continuing to invest in the automated driving space, and have continued to develop market-leading automated driving platform solutions such as automated driving software, key active safety sensing technologies and our multi-domain controller, which fuses information from sensing systems as well as mapping and navigation data to make driving decisions. We believe we are well-aligned with industry technology trends that will result in sustainable future growth in this space, and have partnered with leaders in their respective fields to advance the pace of development and commercialization of these emerging technologies.
Our joint venture, Motional AD LLC (“Motional”), began testing fully driverless systems in 2020 and began testing a production-ready autonomous driving platform available for robotaxi providers, meal delivery providers, fleet operators and automotive manufacturers at prototype scale in 2022, with initial production deployments in the fourth quarter of 2023. In addition, Motional is involved in collaborative arrangements with mobility providers and with smart cities such as Boston, Las Vegas, Los Angeles and Singapore as solutions are developed for the evolving nature of the mobility industry. As a result of our substantial investments and strategic partnerships, we believe we are well-aligned with industry technology trends that will result in sustainable future growth in these evolving areas.
However, there are many risks associated with these evolving areas, including the high development costs of active safety and autonomous driving technologies, the uncertain timing of customer and consumer adoption of these technologies, increased competition from entrants outside the traditional automotive industry and evolving regulations, such as the guidance for automated driving systems published by the U.S. Department of Transportation. While we believe we are well-positioned in
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these markets, the high development cost of active safety and autonomous driving technologies may result in a higher risk of exposure to the success of new or disruptive technologies different than those being developed by us or our partners and ultimately there can be no assurance that we will be successful in our efforts to develop these technologies.
Economic conditions. Our business is directly related to automotive sales and automotive vehicle production by our customers. Automotive sales depend on a number of factors, including global and regional economic conditions. Global automotive vehicle production increased 5% (5% on an AWM basis) from 2021 to 2022, reflecting increased vehicle production of 10% in North America, 3% in China, and 8% in South America, our smallest region, and a decrease of 1% in Europe. Compared to 2022, vehicle production for the nine months ended September 30, 2023 increased by 9% (11% on an AWM basis).
On September 15, 2023, several of our largest customers’ collective bargaining agreements with the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the “UAW”), expired and the UAW subsequently went on strike against General Motors (“GM”), Ford Motor Company (“Ford”) and Stellantis N.V. (“Stellantis”) in the U.S., causing work stoppages at certain of these customers’ vehicle production and parts distribution facilities. Although GM, Ford and Stellantis have each reached tentative agreements with the UAW, these agreements are still subject to union ratification. Assuming there are no further impacts from the work stoppages subsequent to the end of October 2023, we anticipate that these labor strikes will adversely impact revenue by approximately $180 million during the year ended December 31, 2023. However, as these tentative agreements remain subject to ratification, the ultimate impact on our business, and our customers, remains uncertain. Refer to Part I, Item 1A. Risk Factors of our 2022 Annual Report on Form 10-K for further discussion of the risks related to significant disruptions at our or our customers’ manufacturing facilities.
Economic volatility or weakness in North America, Europe, China or, to a lesser extent, South America could result in a significant reduction in automotive sales and production by our customers, which would have an adverse effect on our business, results of operations and financial condition. Global inflationary pressures have, at times, both reduced consumer demand for automotive vehicles and increased the price of inputs to our products, which has adversely impacted our profitability and this trend has continued in 2023. There is also potential that geopolitical factors could adversely impact the U.S. and other economies, and specifically the automotive sector. In particular, changes to international trade agreements, such as the United States-Mexico-Canada Agreement, or other political pressures could affect the operations of our OEM customers, resulting in reduced automotive production in certain regions or shifts in the mix of production to higher cost regions. Increases in interest rates could also negatively impact automotive production as a result of increased consumer borrowing costs or reduced credit availability. Additionally, economic weakness may result in shifts in the mix of future automotive sales (from vehicles with more content such as luxury vehicles, trucks and sport utility vehicles toward smaller passenger cars). While our diversified customer and geographic revenue base, along with our flexible cost structure, have well positioned us to withstand the impact of industry downturns and benefit from industry upturns, shifts in the mix of global automotive production to higher cost regions or to vehicles with less content could adversely impact our profitability.
Key growth markets. There have been periods of increased market volatility and moderation in the level of economic growth in China, which resulted in periods of lower automotive production growth rates in China than those previously experienced. Automotive production in China experienced growth of 3% in 2022, which follows growth of 2% in 2021. Despite the moderation in the level of economic growth in China, rising income levels in China and other key growth markets are expected to result in stronger growth rates in these markets over the long-term. Our strong global presence, and presence in these markets, has positioned us to experience above-market growth rates over the long-term. We continue to expand our established presence in key growth markets, positioning us to benefit from the expected long-term growth opportunities in these regions. We are capitalizing on our long-standing relationships with the global OEMs and further enhancing our positions with the key growth market OEMs to continue expanding our worldwide leadership. We continue to build upon our extensive geographic reach to capitalize on fast-growing automotive markets. We believe that our presence in best cost countries positions us to realize incremental margin improvements as the global balance of automotive production shifts towards the key growth markets.
We have a strong local presence in China, including a major manufacturing base and well-established customer relationships. Each of our business segments have operations and sales in China. Our business in China remains sensitive to economic and market conditions that impact automotive sales volumes in China, and may be affected if the pace of growth slows as the Chinese market matures or if there are reductions in vehicle demand in China, as have recently been experienced as a result of the COVID-19 pandemic and related governmental lockdowns. However, we continue to believe this market will benefit from long-term demand for new vehicles and stringent governmental regulation driving increased vehicle content, including accelerated demand for electrified vehicles.
Market driven products. Our product offerings satisfy the OEMs’ needs to meet increasingly stringent government regulations and meet consumer preferences for products that address the mega-trends of Safe, Green and Connected, leading to increased content per vehicle, greater profitability and higher margins. With these offerings, we believe we are well-positioned to benefit from the growing demand for vehicle content and technology related to safety, electrification, high speed data,
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connectivity to the global information network and automated driving technologies. We are benefiting from the substantial increase in vehicle content, software and electrification that requires a complex and reliable electrical architecture and systems to operate, such as automated advanced driver assistance technologies, electrical vehicle monitoring, active safety systems, lane departure warning systems, integrated vehicle cockpit displays, navigation systems and technologies that enable connected infotainment in vehicles. Our ability to design a reliable electrical architecture that optimizes power distribution and/or consumption is key to satisfying the OEMs’ needs to reduce emissions while continuing to meet consumer demand for increased vehicle content and technology.
Global capabilities. Many OEMs are continuing to adopt global vehicle platforms to increase standardization, reduce per unit cost and increase capital efficiency and profitability. As a result, OEMs are selecting suppliers that have the capability to manufacture products on a worldwide basis, as well as the flexibility to adapt to regional variations. Suppliers with global scale and strong design, engineering and manufacturing capabilities are best positioned to benefit from this trend. Our global footprint enables us to serve the global OEMs on a worldwide basis as we gain market share with key growth market OEMs. This regional model is structured primarily to service the North American market from Mexico, the South American market from Brazil, the European market from Eastern Europe and North Africa and the Asia Pacific market from China, and we have continued to rotate our manufacturing footprint to best cost locations within these regions.
Our operations are subject to certain risks inherent in doing business globally, including military conflicts in regions in which we operate, unexpected changes in laws or regulations governing trade, or other monetary or tax fiscal policy changes, including the OECD’s Pillar Two Directive, tariffs, quotas, customs and other import or export restrictions or trade barriers. For instance, the outbreak of an armed conflict in Israel during October 2023 has created numerous uncertainties, including the risk that the conflict spreads to the broader region, and its impact on the global economy. In addition, as described above, the conflict between Ukraine and Russia has also created numerous economic uncertainties, including the potential for further sanctions against Russia, the impact on the global supply chain for raw materials produced in each country, as well as increased logistics costs and transit times, and the actions of automotive OEMs and suppliers as they relate to production plans in each country and within the region. We are also subject to risks associated with actions taken by governmental authorities to impose changes in laws or regulations that restrict certain business operations, trade or travel in response to a pandemic or widespread outbreak of an illness. The impacts of any of these factors mentioned above, among others, could adversely affect our business, business opportunities, results of operations, financial condition and cash flows.
In addition, the global spread of the COVID-19 pandemic and variants thereof in recent years, has had various direct and indirect adverse impacts on our global operations, the automotive industry and economies around the world. Although certain of the adverse impacts of the pandemic have abated, other direct and indirect adverse impacts have continued, such as the overall supply chain disruptions, including the global semiconductor supply shortage and the regional lockdowns imposed by governmental authorities in China during portions of 2022. These impacts continue to negatively affect the global economy and automotive industry, and certain impacts have persisted in 2023. As a result, we are unable to predict the ultimate impact to our business due to a number of evolving factors, including the duration and spread of the pandemic, the impact of the pandemic on economic activity, our supply chain, consumer demand and vehicle production schedules, and the actions of governmental authorities across the globe.
Furthermore, existing free trade laws and regulations, such as the United States-Mexico-Canada Agreement, provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws or policies governing the terms of trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where we manufacture products, such as China and Mexico, could have a material adverse effect on our business and financial results. For example, in October 2022, the U.S. government imposed additional export control restrictions targeting the export, re-export or transfer of, among other products, certain advanced computing semiconductors, semiconductor manufacturing items and related technology to China, which could further disrupt supply chains and adversely impact our business. Furthermore, management continues to monitor the volatile geopolitical environment to identify, quantify and assess proposed or threatened duties, taxes or other business restrictions which could adversely affect our business and financial results.
Product development. The automotive technology and components industry is highly competitive and is characterized by rapidly changing technology, evolving industry standards and changes in customer needs. Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely and cost competitive basis will be a significant factor in our ability to remain competitive. To compete effectively in the automotive technology and components industry, we must be able to develop and launch new products to meet our customers’ demands in a timely manner. With our innovative technologies and robust global engineering and development capabilities we are well positioned to meet the increasingly stringent vehicle manufacturer demands and consumer preferences for high-technology content in automobiles.
OEMs are increasingly looking to their suppliers to simplify vehicle design and assembly processes to reduce costs and weight. As a result, suppliers that sell vehicle components directly to manufacturers (Tier I suppliers) have assumed many of
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the design, engineering, research and development and assembly functions traditionally performed by vehicle manufacturers. Suppliers that can provide fully-engineered solutions, systems and pre-assembled combinations of component parts are positioned to leverage the trend toward system sourcing.
Engineering, design and development. Our history and culture of innovation have enabled us to develop significant intellectual property and design and development expertise to provide advanced technology solutions that meet the demands of our customers. We have a team of approximately 22,000 scientists, engineers and technicians focused on developing leading product solutions for our key markets, located at 11 major technical centers in China, Germany, India, Mexico, Poland, Singapore and the United States. During the year ended December 31, 2022, we invested approximately $1.5 billion (which includes approximately $379 million co-investment by customers and government agencies) in research and development, including engineering, to maintain our portfolio of innovative products, and own/hold approximately 9,500 patents and protective rights. We also encourage “open innovation” and collaborate extensively with peers in the industry, government agencies and academic institutions. Our technology competencies are recognized by both customers and government agencies, which, as noted above, co-invest approximately $379 million annually in new product development, accelerating the pace of innovation and reducing the risk associated with successful commercialization of technological breakthroughs.
In the past, suppliers often incurred the initial cost of engineering, designing and developing automotive component parts, and recovered their investments over time by including a cost recovery component in the price of each part based on expected volumes. Recently, we and many other suppliers have negotiated for cost recovery payments independent of volumes. This trend reduces our economic risk.
Pricing. Cost-cutting initiatives adopted by our customers result in increased downward pressure on pricing. Our customer supply agreements generally require step-downs in component pricing over the periods of production and OEMs have historically possessed significant leverage over their outside suppliers because the automotive component supply industry is fragmented and serves a limited number of automotive OEMs. Our profitability depends in part on our ability to generate sufficient production cost savings in the future to offset price reductions. In addition, during recent years, global economies and our industry were subjected to significant inflationary cost pressures, and these pressures have continued in 2023. We continue to work with our customers, through price increases, cost recoveries and adjustments as well as future pricing adjustments as contracts renew, to mitigate the impact of these inflationary pressures on our results of operations.
We are focused on maintaining a low fixed cost structure that provides us flexibility to remain profitable at all points of the traditional vehicle industry production cycle. As a result, approximately 97% of our hourly workforce is located in best cost countries. Furthermore, we have substantial operational flexibility by leveraging a large workforce of contingent workers, which represented approximately 26% of the hourly workforce as of September 30, 2023. However, we will continue to adjust our cost structure and optimize our manufacturing footprint in response to changes in the global and regional automotive markets and in order to increase investment in advanced technologies and engineering, as evidenced by our ongoing restructuring programs focused on reducing our global overhead costs and on the continued rotation of our manufacturing footprint to best cost locations in Europe. As we continue to operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further refine our cost structure.
We have a strong balance sheet with gross debt of approximately $6.5 billion and substantial available liquidity of approximately $4.3 billion as of September 30, 2023, consisting of cash and cash equivalents, available financing under our Revolving Credit Facility and committed European accounts receivable factoring facility, and no significant U.S. defined benefit or workforce postretirement health care benefits and employer-paid postretirement basic life insurance benefits (“OPEB”) liabilities. We intend to maintain strong financial discipline by targeting industry-leading earnings growth, cash flow generation and return on invested capital and to maintain sufficient liquidity to sustain our financial flexibility throughout the industry cycle.
OEM product recalls. The number of vehicles recalled globally by OEMs has increased above historical levels. These recalls can either be initiated by the OEMs or influenced by regulatory agencies. Although there are differing rules and regulations across countries governing recalls for safety issues, the overall transition towards global vehicle platforms may also contribute to increased recalls outside of the U.S., as automotive components are increasingly standardized across regions. Given the sensitivity to safety issues in the automotive industry, including increased focus from regulators and consumers, we anticipate the number of automotive recalls may remain above historical levels in the near future. Although we engage in extensive product quality programs and processes, it is possible that we may be adversely affected in the future if the pace of these recalls continues.
Efficient use of capital. The global vehicle components industry is generally capital intensive and a portion of a supplier’s capital equipment is frequently utilized for specific customer programs. Lead times for procurement of capital equipment are long and typically exceed start of production by one to two years. Substantial advantages exist for suppliers that can leverage their prior investments in capital equipment or amortize the investment over higher volume global customer programs.
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Industry consolidation and disruptive new entrants. Consolidation among worldwide OEMs and suppliers is expected to continue as these companies seek to achieve operating synergies and value stream efficiencies, acquire complementary technologies and build stronger customer relationships. Additionally, the rise of advanced software and technologies in vehicles has attracted new and disruptive entrants from outside the traditional automotive supply industry. These entrants may seek to gain access to certain vehicle technology and component markets. Any of these new competitors may develop and introduce technologies that gain greater customer or consumer acceptance, which could adversely affect the future growth of the Company. We believe companies with strong balance sheets and financial discipline are in the best position to take advantage of these trends.
Consolidated Results of Operations
Aptiv typically experiences fluctuations in revenue due to changes in OEM production schedules, vehicle sales mix and the net of new and lost business (which we refer to collectively as volume), increased prices attributable to escalation clauses in our supply contracts for recovery of increased commodity costs (which we refer to as commodity pass-through), fluctuations in foreign currency exchange rates (which we refer to as “FX”), contractual reductions of the sales price to the OEM (which we refer to as contractual price reductions) and engineering changes. Changes in sales mix can have either favorable or unfavorable impacts on revenue. Such changes can be the result of shifts in regional growth, shifts in OEM sales demand, as well as shifts in consumer demand related to vehicle segment purchases and content penetration. For instance, a shift in sales demand favoring a particular OEM’s vehicle model for which we do not have a supply contract may negatively impact our revenue. A shift in regional sales demand toward certain markets could favorably impact the sales of those of our customers that have a large market share in those regions, which in turn would be expected to have a favorable impact on our revenue.
We typically experience (as described below) fluctuations in operating income due to:
•Volume, net of contractual price reductions—changes in volume offset by contractual price reductions (which typically range from 1% to 3% of net sales) and changes in mix;
•Operational performance—changes to costs for materials and commodities or manufacturing and engineering variances; and
•Other—including restructuring costs and any remaining variances not included in Volume, net of contractual price reductions or Operational performance.
The automotive technology and component supply industry is traditionally subject to inflationary pressures with respect to raw materials and labor which may place operational and profitability burdens on the entire supply chain. For instance, the industry has recently been subjected to increased pricing pressures, specifically in relation to copper and petroleum-based resin products, which have experienced significant volatility in price. We have also been impacted globally by increased overall inflation as a result of a variety of global trends. Due to various factors, the industry is also facing increased operating and logistics challenges from certain global supply chain disruptions, including the ongoing worldwide semiconductor supply shortage. This shortage has resulted in increased pricing pressures on semiconductors as well. In addition, we expect semiconductor supply cost and commodity cost volatility to have a continual impact on future earnings and/or operating cash flows. As such, we continually seek to mitigate both inflationary pressures and our material-related cost exposures using a number of approaches, including combining purchase requirements with customers and/or other suppliers, using alternate suppliers or product designs, negotiating cost reductions and/or commodity cost contract escalation clauses into our vehicle manufacturer supply contracts and hedging. We have also negotiated, and will continue to negotiate, price increases with our customers in response to the aforementioned global supply chain disruptions and increased overall inflation.
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Three and Nine Months Ended September 30, 2023 versus Three and Nine Months Ended September 30, 2022
The results of operations for the three and nine months ended September 30, 2023 and 2022 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Favorable/(unfavorable) | 2023 | 2022 | Favorable/(unfavorable) | ||||||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||||||||
| Net sales | $ | 5,114 | $ | 4,614 | $ | 500 | $ | 15,132 | $ | 12,849 | $ | 2,283 | |||||||||||||||||||||||
| Cost of sales | 4,221 | 3,821 | (400) | 12,615 | 11,027 | (1,588) | |||||||||||||||||||||||||||||
| Gross margin | 893 | 17.5% | 793 | 17.2% | 100 | 2,517 | 16.6% | 1,822 | 14.2% | 695 | |||||||||||||||||||||||||
| Selling, general and administrative | 360 | 275 | (85) | 1,055 | 835 | (220) | |||||||||||||||||||||||||||||
| Amortization | 59 | 37 | (22) | 177 | 112 | (65) | |||||||||||||||||||||||||||||
| Restructuring | 28 | 11 | (17) | 81 | 52 | (29) | |||||||||||||||||||||||||||||
| Operating income | 446 | 470 | (24) | 1,204 | 823 | 381 | |||||||||||||||||||||||||||||
| Interest expense | (75) | (58) | (17) | (214) | (157) | (57) | |||||||||||||||||||||||||||||
| Other income (expense), net | 26 | 20 | 6 | 36 | (44) | 80 | |||||||||||||||||||||||||||||
| Income before income taxes and equity loss | 397 | 432 | (35) | 1,026 | 622 | 404 | |||||||||||||||||||||||||||||
| Income tax benefit (expense) | 1,312 | (59) | 1,371 | 1,248 | (96) | 1,344 | |||||||||||||||||||||||||||||
| Income before equity loss | 1,709 | 373 | 1,336 | 2,274 | 526 | 1,748 | |||||||||||||||||||||||||||||
| Equity loss, net of tax | (72) | (67) | (5) | (227) | (202) | (25) | |||||||||||||||||||||||||||||
| Net income | 1,637 | 306 | 1,331 | 2,047 | 324 | 1,723 | |||||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | 8 | 5 | 3 | 15 | (21) | 36 | |||||||||||||||||||||||||||||
| Net loss attributable to redeemable noncontrolling interest | — | — | — | (1) | — | (1) | |||||||||||||||||||||||||||||
| Net income attributable to Aptiv | 1,629 | 301 | 1,328 | 2,033 | 345 | 1,688 | |||||||||||||||||||||||||||||
| Mandatory convertible preferred share dividends | — | (15) | 15 | (29) | (47) | 18 | |||||||||||||||||||||||||||||
| Net income attributable to ordinary shareholders | $ | 1,629 | $ | 286 | $ | 1,343 | $ | 2,004 | $ | 298 | $ | 1,706 | |||||||||||||||||||||||
Total Net Sales
Below is a summary of our total net sales for the three months ended September 30, 2023 versus September 30, 2022.
| Three Months Ended September 30, | Variance Due To: | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Favorable/(unfavorable) | Volume, net of contractual price reductions | FX | Commodity pass-through | Other | Total | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total net sales | $ | 5,114 | $ | 4,614 | $ | 500 | $ | 339 | $ | 21 | $ | (13) | $ | 153 | $ | 500 | ||||||||||||||||||||||||||||||||||
Total net sales for the three months ended September 30, 2023 increased 11% compared to the three months ended September 30, 2022. Our volumes increased 6% for the period, which primarily reflects volume growth in North America and Europe, as well as increased global automotive production of 4% (5% on an AWM basis). Our total net sales also reflect the impacts of favorable pricing, net of contractual price reductions, of $40 million and net sales as a result of our acquisitions of Wind River and Intercable Automotive of $153 million, which is reflected in Other above. In addition, our net sales reflect net favorable foreign currency impacts, primarily related to the Euro, partially offset by impacts related to the Chinese Yuan Renminbi.
Refer to Note 17. Acquisitions and Divestitures to the consolidated financial statements contained herein for further detail of our business acquisitions.
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Below is a summary of our total net sales for the nine months ended September 30, 2023 versus 2022.
| Nine Months Ended September 30, | Variance Due To: | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Favorable/(unfavorable) | Volume, net of contractual price reductions | FX | Commodity pass-through | Other | Total | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total net sales | $ | 15,132 | $ | 12,849 | $ | 2,283 | $ | 2,004 | $ | (147) | $ | (81) | $ | 507 | $ | 2,283 | ||||||||||||||||||||||||||||||||||
Total net sales for the nine months ended September 30, 2023 increased 18% compared to the nine months ended September 30, 2022. Our volumes increased 13% for the period, which reflects volume growth in all regions, as well as increased global automotive production of 9% (11% on an AWM basis). Our total net sales also reflect the impacts of favorable pricing, net of contractual price reductions, of $296 million, and net sales as a result of our acquisitions of Wind River and Intercable Automotive of $507 million, which is reflected in Other above. In addition, our net sales reflect net unfavorable foreign currency impacts, primarily related to the Chinese Yuan Renminbi, partially offset by impacts related to the Euro.
Cost of Sales
Cost of sales is primarily comprised of material, labor, manufacturing overhead, freight, fluctuations in foreign currency exchange rates, product engineering, design and development expenses, depreciation and amortization, warranty costs and other operating expenses. Gross margin is revenue less cost of sales and gross margin percentage is gross margin as a percentage of net sales.
Cost of sales increased $400 million for the three months ended September 30, 2023 compared to the three months ended September 30, 2022, as summarized below. The Company’s material cost of sales was approximately 55% of net sales in both the three months ended September 30, 2023 and 2022.
| Three Months Ended September 30, | Variance Due To: | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Favorable/(unfavorable) | Volume (a) | FX | Operational performance | Other | Total | |||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | $ | 4,221 | $ | 3,821 | $ | (400) | $ | (211) | $ | (38) | $ | (19) | $ | (132) | $ | (400) | ||||||||||||||||||||||||||||||||||
| Gross margin | $ | 893 | $ | 793 | $ | 100 | $ | 128 | $ | (17) | $ | (19) | $ | 8 | $ | 100 | ||||||||||||||||||||||||||||||||||
| Percentage of net sales | 17.5 | % | 17.2 | % | ||||||||||||||||||||||||||||||||||||||||||||||
(a)Presented net of contractual price reductions for gross margin variance.
The increase in cost of sales reflects increased volumes, unfavorable impacts from currency exchange and the impacts of operational performance. Our operational performance for the three months ended September 30, 2023 includes approximately $90 million of increased costs for semiconductors and commodities, as well as approximately $15 million of decreased costs, primarily related to material logistics costs associated with the global supply chain disruptions due to the worldwide semiconductor shortage and other extraordinary events. Cost of sales was also impacted by the following items in Other above:
•Increased costs of $112 million resulting from the operations of the businesses acquired; partially offset by
•$13 million of decreased commodity pass-through costs.
Cost of sales increased $1,588 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, as summarized below. The Company’s material cost of sales was approximately 55% of net sales in both the nine months ended September 30, 2023 and 2022.
| Nine Months Ended September 30, | Variance Due To: | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Favorable/(unfavorable) | Volume (a) | FX | Operational performance | Other | Total | |||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | $ | 12,615 | $ | 11,027 | $ | (1,588) | $ | (1,224) | $ | 18 | $ | (70) | $ | (312) | $ | (1,588) | ||||||||||||||||||||||||||||||||||
| Gross margin | $ | 2,517 | $ | 1,822 | $ | 695 | $ | 780 | $ | (129) | $ | (70) | $ | 114 | $ | 695 | ||||||||||||||||||||||||||||||||||
| Percentage of net sales | 16.6 | % | 14.2 | % | ||||||||||||||||||||||||||||||||||||||||||||||
(a)Presented net of contractual price reductions for gross margin variance.
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The increase in cost of sales reflects increased volumes and the impacts of operational performance, partially offset by favorable impacts from currency exchange. Our operational performance for the nine months ended September 30, 2023 includes approximately $275 million of increased costs for semiconductors and commodities, as well as approximately $95 million of decreased costs, primarily related to material logistics costs associated with the global supply chain disruptions due to the worldwide semiconductor shortage and other extraordinary events. Cost of sales was also impacted by the following items in Other above:
•Increased costs of $346 million resulting from the operations of the businesses acquired; and
•Increased incentive compensation costs of $35 million; partially offset by
•$81 million of decreased commodity pass-through costs.
Selling, General and Administrative Expense
| Three Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | |||||||||||||||
| (dollars in millions) | |||||||||||||||||
| Selling, general and administrative expense | $ | 360 | $ | 275 | $ | (85) | |||||||||||
| Percentage of net sales | 7.0 | % | 6.0 | % | |||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | |||||||||||||||
| (dollars in millions) | |||||||||||||||||
| Selling, general and administrative expense | $ | 1,055 | $ | 835 | $ | (220) | |||||||||||
| Percentage of net sales | 7.0 | % | 6.5 | % | |||||||||||||
Selling, general and administrative expense (“SG&A”) includes administrative expenses, information technology costs, incentive compensation related costs and selling and marketing expenses. SG&A increased as a percentage of sales for the three and nine months ended September 30, 2023 compared to 2022, primarily due to the inclusion of costs from the operations of the businesses acquired, partially offset by increased sales.
Amortization
| Three Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Amortization | $ | 59 | $ | 37 | $ | (22) | |||||||||||
| Nine Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Amortization | $ | 177 | $ | 112 | $ | (65) | |||||||||||
Amortization expense reflects the non-cash charge related to definite-lived intangible assets. The increase in amortization during the three and nine months ended September 30, 2023 compared to 2022 is primarily attributable to the acquisitions of Wind River and Intercable Automotive in the fourth quarter of 2022. Refer to Note 17. Acquisitions and Divestitures to the consolidated financial statements contained herein for further detail of our business acquisitions, including details of the intangible assets recorded in each transaction.
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Restructuring
| Three Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | |||||||||||||||
| (dollars in millions) | |||||||||||||||||
| Restructuring | $ | 28 | $ | 11 | $ | (17) | |||||||||||
| Percentage of net sales | 0.5 | % | 0.2 | % | |||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | |||||||||||||||
| (dollars in millions) | |||||||||||||||||
| Restructuring | $ | 81 | $ | 52 | $ | (29) | |||||||||||
| Percentage of net sales | 0.5 | % | 0.4 | % | |||||||||||||
The Company recorded employee-related and other restructuring charges totaling approximately $28 million and $81 million during the three and nine months ended September 30, 2023, respectively. The charges recorded during the nine months ended September 30, 2023 included the recognition of approximately $27 million of employee-related and other costs related to the initiation of the closure of a Western European manufacturing site within the Advanced Safety and User Experience segment pursuant to the Company’s ongoing European footprint rotation strategy. Cash payments related to this restructuring action are expected to be principally completed in 2024. We expect to make cash payments of approximately $55 million over the next twelve months pursuant to currently implemented restructuring programs.
The Company recorded employee-related and other restructuring charges totaling approximately $11 million and $52 million during the three and nine months ended September 30, 2022, respectively.
We expect to continue to incur additional restructuring expense in 2023 and beyond, primarily related to programs focused on reducing global overhead costs and on the continued rotation of our manufacturing footprint to best cost locations in Europe, which includes approximately $45 million (of which approximately $40 million relates to the Advanced Safety and User Experience segment and approximately $5 million relates to the Signal and Power Solutions segment) for programs approved as of September 30, 2023. Additionally, as we continue to operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further adjust our cost structure and optimize our manufacturing footprint. The Company plans to implement additional restructuring activities in the future, if necessary, in order to align manufacturing capacity and other costs with prevailing regional automotive production levels and locations, to improve the efficiency and utilization of other locations and in order to increase investment in advanced technologies and engineering. Such future restructuring actions are dependent on market conditions, customer actions and other factors.
Refer to Note 7. Restructuring to the consolidated financial statements contained herein for additional information.
Interest Expense
| Three Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Interest expense | $ | 75 | $ | 58 | $ | (17) | |||||||||||
| Nine Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Interest expense | $ | 214 | $ | 157 | $ | (57) | |||||||||||
The increase in interest expense during the three months ended September 30, 2023 compared to 2022 includes impacts of an increased interest rate on the Tranche A Term Loan, while the increase in interest expense during the nine months ended
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September 30, 2023 compared to 2022 also reflects the issuance of $2.5 billion in aggregate principal amount of senior unsecured notes in February 2022 (the “2022 Senior Notes”). Refer to Note 8. Debt to the consolidated financial statements contained herein for additional information.
Other Income, Net
| Three Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Other income, net | $ | 26 | $ | 20 | $ | 6 | |||||||||||
| Nine Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Other income (expense), net | $ | 36 | $ | (44) | $ | 80 | |||||||||||
Other income, net for the three months ended September 30, 2023 includes interest income of $30 million. Other income, net for the nine months ended September 30, 2023 includes interest income of $76 million, partially offset by an impairment loss of $18 million recognized for Aptiv’s equity investments without readily determinable fair values and $6 million recognized for the change in fair value of publicly traded equity securities.
Other income (expense), net for the three and nine months ended September 30, 2022 includes interest income of $26 million and $35 million, respectively, offset by losses of $6 million and $55 million, respectively, recognized for the change in fair value of publicly traded equity securities.
Refer to Note 16. Other Income, net to the consolidated financial statements contained herein for additional information.
Income Taxes
| Three Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Income tax (benefit) expense | $ | (1,312) | $ | 59 | $ | 1,371 | |||||||||||
| Nine Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Income tax (benefit) expense | $ | (1,248) | $ | 96 | $ | 1,344 | |||||||||||
The Company’s tax rate is affected by the fact that its parent entity is an Irish resident taxpayer, the tax rates in Ireland and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate. For the nine months ended September 30, 2022, the Company’s effective tax rate was impacted by impairments and other charges related to the Ukraine/Russia conflict for which no tax benefit was recognized.
The Company’s effective tax rate for the three and nine months ended September 30, 2023 includes net discrete tax benefits of approximately $1,386 million and $1,411 million, respectively, primarily related to the Company’s actual and anticipated transfers of intellectual property, as described below. The Company’s effective tax rate for the three and nine months ended September 30, 2022 includes net discrete tax benefits of approximately $1 million and $5 million, respectively, primarily related to provision to return adjustments, net changes in accruals for unremitted earnings and changes in reserves.
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On December 15, 2022, the European Union (the “E.U.”) Member States formally adopted the Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organisation for Economic Co-operation and Development (the “OECD”) Pillar Two Framework. The OECD continues to release additional guidance on these rules. While the framework was issued without opposition from representatives from over 130 countries participating in the OECD’s consultative process, not all countries are actively changing their tax laws to adopt certain parts of the OECD’s proposals. Some countries have indicated they do not support the OECD efforts. The Company is proactively responding to these anticipated tax policy changes, as described below, and will continue to closely monitor developments and analyze the potential impacts these new rules may have on our effective tax rate.
In response to the OECD’s Pillar Two Directive, the Company initiated changes to its corporate entity structure, including intra-entity transfers of certain intellectual property to one of its subsidiaries in Switzerland during the third quarter of 2023. Furthermore, during the three months ended September 30, 2023, the Company’s Swiss subsidiary was granted a ten year tax incentive, beginning in 2024. The total income tax benefit recorded as a result of the actual and anticipated intra-entity transfers of intellectual property and tax incentive, all as described above, combined with related additional current year tax expense as a result of the transactions, was approximately $1,360 million during the three months ended September 30, 2023.
Refer to Note 11. Income Taxes to the consolidated financial statements contained herein for additional information.
Equity Loss
| Three Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Equity loss, net of tax | $ | 72 | $ | 67 | $ | (5) | |||||||||||
| Nine Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | |||||||||||||||
| (in millions) | |||||||||||||||||
| Equity loss, net of tax | $ | 227 | $ | 202 | $ | (25) | |||||||||||
Equity loss, net of tax reflects the Company’s interest in the results of ongoing operations of entities accounted for as equity method investments. The equity losses recognized by Aptiv for each period presented are primarily attributable to the Motional autonomous driving joint venture.
Results of Operations by Segment
We operate our core business along the following operating segments, which are grouped on the basis of similar product, market and operating factors:
•Signal and Power Solutions, which includes complete electrical architecture and component products.
•Advanced Safety and User Experience, which includes vehicle technology and services in advanced safety, user experience and connectivity and security solutions, as well as cloud-native software platforms, autonomous driving technologies and DevOps tools.
•Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses and income of a non-operating or strategic nature.
Our management utilizes segment Adjusted Operating Income as the key performance measure of segment income or loss to evaluate segment performance, and for planning and forecasting purposes to allocate resources to the segments, as management believes this measure is most reflective of the operational profitability or loss of our operating segments. Segment Adjusted Operating Income should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income attributable to Aptiv, which is the most directly comparable financial measure to Adjusted Operating Income that is prepared in accordance with U.S. GAAP. Segment Adjusted Operating Income, as determined and measured by Aptiv, should also not be compared to similarly titled measures reported by other companies.
The reconciliation of Adjusted Operating Income to operating income includes, as applicable, amortization, restructuring, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and
62
execute product portfolio transformation actions, including business and product acquisitions and divestitures), asset impairments and other related charges, compensation expense related to acquisitions and gains (losses) on business divestitures and other transactions. The reconciliations of Adjusted Operating Income to net income attributable to Aptiv for the three and nine months ended September 30, 2023 and 2022 are as follows:
| Signal and Power Solutions | Advanced Safety and User Experience | Total | |||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| For the Three Months Ended September 30, 2023: | |||||||||||||||||||||||||||||
| Adjusted operating income | $ | 451 | $ | 109 | $ | 560 | |||||||||||||||||||||||
| Amortization | (35) | (24) | (59) | ||||||||||||||||||||||||||
| Restructuring | (7) | (21) | (28) | ||||||||||||||||||||||||||
| Other acquisition and portfolio project costs | (14) | (6) | (20) | ||||||||||||||||||||||||||
| Compensation expense related to acquisitions | — | (7) | (7) | ||||||||||||||||||||||||||
| Operating income | $ | 395 | $ | 51 | 446 | ||||||||||||||||||||||||
| Interest expense | (75) | ||||||||||||||||||||||||||||
| Other income, net | 26 | ||||||||||||||||||||||||||||
| Income before income taxes and equity loss | 397 | ||||||||||||||||||||||||||||
| Income tax benefit | 1,312 | ||||||||||||||||||||||||||||
| Equity loss, net of tax | (72) | ||||||||||||||||||||||||||||
| Net income | 1,637 | ||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | 8 | ||||||||||||||||||||||||||||
| Net income attributable to Aptiv | $ | 1,629 | |||||||||||||||||||||||||||
| Signal and Power Solutions | Advanced Safety and User Experience | Total | |||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| For the Three Months Ended September 30, 2022: | |||||||||||||||||||||||||||||
| Adjusted operating income | $ | 444 | $ | 81 | $ | 525 | |||||||||||||||||||||||
| Amortization | (35) | (2) | (37) | ||||||||||||||||||||||||||
| Restructuring | (1) | (10) | (11) | ||||||||||||||||||||||||||
| Other acquisition and portfolio project costs | — | (2) | (2) | ||||||||||||||||||||||||||
| Asset impairments | (5) | — | (5) | ||||||||||||||||||||||||||
| Operating income | $ | 403 | $ | 67 | 470 | ||||||||||||||||||||||||
| Interest expense | (58) | ||||||||||||||||||||||||||||
| Other income, net | 20 | ||||||||||||||||||||||||||||
| Income before income taxes and equity loss | 432 | ||||||||||||||||||||||||||||
| Income tax expense | (59) | ||||||||||||||||||||||||||||
| Equity loss, net of tax | (67) | ||||||||||||||||||||||||||||
| Net income | 306 | ||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | 5 | ||||||||||||||||||||||||||||
| Net income attributable to Aptiv | $ | 301 | |||||||||||||||||||||||||||
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| Signal and Power Solutions | Advanced Safety and User Experience | Total | |||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, 2023: | |||||||||||||||||||||||||||||
| Adjusted operating income | $ | 1,217 | $ | 310 | $ | 1,527 | |||||||||||||||||||||||
| Amortization | (107) | (70) | (177) | ||||||||||||||||||||||||||
| Restructuring | (22) | (59) | (81) | ||||||||||||||||||||||||||
| Other acquisition and portfolio project costs | (34) | (11) | (45) | ||||||||||||||||||||||||||
| Compensation expense related to acquisitions | — | (20) | (20) | ||||||||||||||||||||||||||
| Operating income | $ | 1,054 | $ | 150 | 1,204 | ||||||||||||||||||||||||
| Interest expense | (214) | ||||||||||||||||||||||||||||
| Other income, net | 36 | ||||||||||||||||||||||||||||
| Income before income taxes and equity loss | 1,026 | ||||||||||||||||||||||||||||
| Income tax benefit | 1,248 | ||||||||||||||||||||||||||||
Equity loss, net of tax | (227) | ||||||||||||||||||||||||||||
| Net income | 2,047 | ||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | 15 | ||||||||||||||||||||||||||||
| Net loss attributable to redeemable noncontrolling interest | (1) | ||||||||||||||||||||||||||||
| Net income attributable to Aptiv | $ | 2,033 | |||||||||||||||||||||||||||
| Signal and Power Solutions | Advanced Safety and User Experience | Total | |||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, 2022: | |||||||||||||||||||||||||||||
| Adjusted operating income | $ | 995 | $ | 67 | $ | 1,062 | |||||||||||||||||||||||
| Amortization | (107) | (5) | (112) | ||||||||||||||||||||||||||
| Restructuring | (23) | (29) | (52) | ||||||||||||||||||||||||||
| Other acquisition and portfolio project costs | (7) | (6) | (13) | ||||||||||||||||||||||||||
| Asset impairments | (8) | — | (8) | ||||||||||||||||||||||||||
| Other charges related to Ukraine/Russia conflict (1) | (54) | — | (54) | ||||||||||||||||||||||||||
| Operating income | $ | 796 | $ | 27 | 823 | ||||||||||||||||||||||||
| Interest expense | (157) | ||||||||||||||||||||||||||||
| Other expense, net | (44) | ||||||||||||||||||||||||||||
| Income before income taxes and equity loss | 622 | ||||||||||||||||||||||||||||
| Income tax expense | (96) | ||||||||||||||||||||||||||||
| Equity loss, net of tax | (202) | ||||||||||||||||||||||||||||
| Net income | 324 | ||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | (21) | ||||||||||||||||||||||||||||
| Net income attributable to Aptiv | $ | 345 | |||||||||||||||||||||||||||
(1)Primarily consists of charges related to the designation of our former majority owned Russian subsidiary as held for sale as of September 30, 2022. Refer to Note 17. Acquisitions and Divestitures to the consolidated financial statements contained herein for further information.
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Net sales, gross margin as a percentage of net sales and Adjusted Operating Income by segment for the three and nine months ended September 30, 2023 and 2022 are as follows:
Net Sales by Segment
| Three Months Ended September 30, | Variance Due To: | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | Volume, net of contractual price reductions | FX | Commodity pass-through | Other | Total | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||
Signal and Power Solutions | $ | 3,687 | $ | 3,424 | $ | 263 | $ | 186 | $ | 20 | $ | (13) | $ | 70 | $ | 263 | ||||||||||||||||||||||||||||||||||
Advanced Safety and User Experience | 1,441 | 1,199 | 242 | 158 | 1 | — | 83 | 242 | ||||||||||||||||||||||||||||||||||||||||||
| Eliminations and Other | (14) | (9) | (5) | (5) | — | — | — | (5) | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 5,114 | $ | 4,614 | $ | 500 | $ | 339 | $ | 21 | $ | (13) | $ | 153 | $ | 500 | ||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | Variance Due To: | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Favorable/(unfavorable) | Volume, net of contractual price reductions | FX | Commodity pass-through | Other | Total | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||
Signal and Power Solutions | $ | 10,830 | $ | 9,569 | $ | 1,261 | $ | 1,262 | $ | (125) | $ | (81) | $ | 205 | $ | 1,261 | ||||||||||||||||||||||||||||||||||
Advanced Safety and User Experience | 4,339 | 3,307 | 1,032 | 753 | (23) | — | 302 | 1,032 | ||||||||||||||||||||||||||||||||||||||||||
| Eliminations and Other | (37) | (27) | (10) | (11) | 1 | — | — | (10) | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 15,132 | $ | 12,849 | $ | 2,283 | $ | 2,004 | $ | (147) | $ | (81) | $ | 507 | $ | 2,283 | ||||||||||||||||||||||||||||||||||
Gross Margin Percentage by Segment
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Signal and Power Solutions | 18.6 | % | 19.0 | % | 17.6 | % | 16.3 | % | |||||||||||||||
| Advanced Safety and User Experience | 14.3 | % | 11.9 | % | 14.1 | % | 7.9 | % | |||||||||||||||
| Total | 17.5 | % | 17.2 | % | 16.6 | % | 14.2 | % | |||||||||||||||
Adjusted Operating Income by Segment
| Three Months Ended September 30, | Variance Due To: | |||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Favorable/ (unfavorable) | Volume, net of contractual price reductions | Operational performance | Other | Total | ||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||
| Signal and Power Solutions | $ | 451 | $ | 444 | $ | 7 | $ | 79 | $ | (15) | $ | (57) | $ | 7 | ||||||||||||||||||||||||||||||
Advanced Safety and User Experience | 109 | 81 | 28 | 49 | (4) | (17) | 28 | |||||||||||||||||||||||||||||||||||||
| Total | $ | 560 | $ | 525 | $ | 35 | $ | 128 | $ | (19) | $ | (74) | $ | 35 | ||||||||||||||||||||||||||||||
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As noted in the table above, Adjusted Operating Income for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022 was impacted by volume, including product mix, as well as the impacts of favorable pricing, net of contractual price reductions, of $40 million, and operational performance. Our operational performance for the three months ended September 30, 2023 includes approximately $90 million of increased costs for semiconductors and commodities, as well as approximately $15 million of decreased costs, primarily related to material logistics costs associated with the global supply chain disruptions due to the worldwide semiconductor shortage and other extraordinary events. Other in the table above includes increased earnings resulting from the operations of the businesses acquired, as well as the following items:
•$35 million of increased SG&A expense, including increased incentive compensation costs, and excluding SG&A expenses from the operations of the businesses acquired as well as the impact of other acquisition and portfolio project costs; and
•$21 million of unfavorable foreign currency impacts, primarily related to the Mexican Peso.
| Nine Months Ended September 30, | Variance Due To: | |||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Favorable/(unfavorable) | Volume, net of contractual price reductions | Operational performance | Other | Total | ||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||
| Signal and Power Solutions | $ | 1,217 | $ | 995 | $ | 222 | $ | 467 | $ | (47) | $ | (198) | $ | 222 | ||||||||||||||||||||||||||||||
Advanced Safety and User Experience | 310 | 67 | 243 | 313 | (23) | (47) | 243 | |||||||||||||||||||||||||||||||||||||
| Total | $ | 1,527 | $ | 1,062 | $ | 465 | $ | 780 | $ | (70) | $ | (245) | $ | 465 | ||||||||||||||||||||||||||||||
As noted in the table above, Adjusted Operating Income for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022 was impacted by volume, including product mix, as well as the impacts of favorable pricing, net of contractual price reductions, of $296 million, and operational performance. Our operational performance for the nine months ended September 30, 2023 includes approximately $275 million of increased costs for semiconductors and commodities, as well as approximately $95 million of decreased costs, primarily related to material logistics costs associated with the global supply chain disruptions due to the worldwide semiconductor shortage and other extraordinary events. Other in the table above includes increased earnings resulting from the operations of the businesses acquired, as well as the following items:
•$128 million of unfavorable foreign currency impacts, primarily related to the Mexican Peso and Chinese Yuan Renminbi; and
•$85 million of increased SG&A expense, including increased incentive compensation costs, and excluding SG&A expenses from the operations of the businesses acquired as well as the impact of other acquisition and portfolio project costs.
Liquidity and Capital Resources
Overview of Capital Structure
Our liquidity requirements are primarily to fund our business operations, including capital expenditures and working capital requirements, as well as to fund debt service requirements and operational restructuring activities. Our primary sources of liquidity are cash flows from operations, our existing cash balance, and as necessary and available, borrowings under credit facilities and issuance of long-term debt and equity. To the extent we generate discretionary cash flow we may consider using this additional cash flow for optional prepayments of existing indebtedness, strategic acquisitions or investments, additional share repurchases and/or general corporate purposes. We also continually explore ways to enhance our capital structure.
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As of September 30, 2023, we had cash and cash equivalents of $1.8 billion and net debt (defined as outstanding debt less cash and cash equivalents) of $4.7 billion. The following table summarizes our available liquidity, which includes cash, cash equivalents and funds available under our significant committed credit facilities, as of September 30, 2023:
| September 30, 2023 | |||||||||||
| (in millions) | |||||||||||
| Cash and cash equivalents | $ | 1,808 | |||||||||
| Revolving Credit Facility, unutilized portion (1) | 2,000 | ||||||||||
| Committed European accounts receivable factoring facility, unutilized portion (2) | 473 | ||||||||||
| Total available liquidity | $ | 4,281 | |||||||||
(1)Availability reduced by less than $1 million in letters of credit issued under the Credit Agreement as of September 30, 2023.
(2)Based on September 30, 2023 foreign currency rates, subject to the availability of eligible accounts receivable.
Despite the current global economic impacts and uncertainties resulting from the conflict between Ukraine and Russia, the ongoing global supply chain disruptions, the COVID-19 pandemic and the resulting direct and indirect impacts on global vehicle production, we currently expect existing cash, available liquidity and cash flows from operations to continue to be sufficient to fund our global operating activities, including restructuring payments and capital expenditures.
We also continue to expect to be able to move funds between different countries to manage our global liquidity needs without material adverse tax implications, subject to current monetary policies. We utilize a combination of strategies, including dividends, cash pooling arrangements, intercompany loan repayments and other distributions and advances to provide the funds necessary to meet our global liquidity needs. There are no significant restrictions on the ability of our subsidiaries to pay dividends or make other distributions to Aptiv. As of September 30, 2023, the Company’s cash and cash equivalents held by our non-U.S. subsidiaries totaled approximately $1.7 billion. If additional non-U.S. cash was needed for our U.S. operations, we may be required to accrue and pay withholding if we were to distribute such funds from non-U.S. subsidiaries to the U.S.; however, based on our current liquidity needs and strategies, we do not anticipate a need to accrue and pay such additional amounts.
2020 Public Equity Offering
In June 2020, the Company completed the underwritten public offering of approximately 15.1 million ordinary shares at a price of $75.91 per share, resulting in net proceeds of approximately $1,115 million, after deducting expenses and the underwriters’ discount of $35 million. Simultaneously, the Company completed the underwritten public offering of 11.5 million 5.50% Mandatory Convertible Preferred Shares, Series A, $0.01 par value per share (the “MCPS”) with a liquidation preference of $100 per share (the “MCPS Offering”), resulting in net proceeds of approximately $1,115 million, after deducting expenses and the underwriters’ discount of $35 million.
Conversion of the MCPS—On June 15, 2023 (the “Mandatory Conversion Date”), each outstanding share of the Company’s MCPS converted into 1.0754 ordinary shares of the Company. In aggregate, the MCPS converted into approximately 12.37 million ordinary shares of the Company, pursuant to the Statement of Rights governing the MCPS.
Prior to their conversion, holders of the MCPS were entitled to receive, when and if declared by the Company’s Board of Directors, cumulative dividends at the annual rate of 5.50% of the liquidation preference of $100 per share (equivalent to $5.50 annually per share), payable in cash or, subject to certain limitations, by delivery of the Company’s ordinary shares or any combination of cash and the Company’s ordinary shares, at the Company’s election. Dividends on the MCPS were payable quarterly on March 15, June 15, September 15 and December 15 of each year (commencing on September 15, 2020 to, and including June 15, 2023), to the holders of record of the MCPS as they appeared on the Company’s share register at the close of business on the immediately preceding March 1, June 1, September 1 and December 1, respectively. Refer to Note 12. Shareholders’ Equity and Net Income Per Share to the consolidated financial statements contained herein for further detail on the June 2020 public equity offering.
Share Repurchases
In January 2019, the Board of Directors authorized a share repurchase program of up to $2.0 billion of ordinary shares, which commenced in February 2023 following completion of the Company’s $1.5 billion April 2016 share repurchase program. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company.
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There were no shares repurchased during the three months ended September 30, 2023. A summary of the ordinary shares repurchased during the nine months ended September 30, 2023 is as follows:
| Total number of shares repurchased | 872,774 | ||||||||||||||||||||||
| Average price paid per share | $ | 112.03 | |||||||||||||||||||||
| Total (in millions) | $ | 98 | |||||||||||||||||||||
There were also no shares repurchased during the three and nine months ended September 30, 2022. As of September 30, 2023, approximately $1,915 million of share repurchases remained available under the January 2019 share repurchase program. All previously repurchased shares were retired, and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in-capital and retained earnings.
Dividends from Equity Investments
During the nine months ended September 30, 2023, Aptiv received a dividend of $5 million from its equity method investments. During the three months ended September 30, 2022, Aptiv received a dividend of $3 million from its equity method investments. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities.
Acquisitions and Other Transactions
Höhle—On April 3, 2023, Aptiv acquired 100% of the equity interests of Höhle Ltd. (“Höhle”), a manufacturer of microducts, for total consideration of $42 million. The results of operations of Höhle are reported within the Signal and Power Solutions segment from the date of acquisition. The Company acquired Höhle utilizing cash on hand.
Wind River—On December 23, 2022, Aptiv acquired 100% of the equity interests of Wind River, a global leader in delivering software for the intelligent edge, for total consideration of approximately $3.5 billion. The results of operations of Wind River are reported within the Advanced Safety and User Experience segment from the date of acquisition. The Company acquired Wind River utilizing cash on hand, which included proceeds from the 2022 Senior Notes. Upon completion of the acquisition, Aptiv incurred transaction related expenses totaling approximately $43 million, which were recorded within other expense, net in the statement of operations in the fourth quarter of 2022.
Intercable Automotive—On November 30, 2022, Aptiv acquired 85% of the equity interests of Intercable Automotive, a manufacturer of high-voltage busbars and interconnect solutions, for total consideration of $609 million. The results of operations of Intercable Automotive are reported within the Signal and Power Solutions segment from the date of acquisition. The Company acquired its interest in Intercable Automotive utilizing cash on hand. Upon completion of the acquisition, Aptiv incurred transaction related expenses totaling approximately $10 million, which were recorded within other expense, net in the statement of operations in the fourth quarter of 2022.
Sale of Interest in Majority Owned Russian Subsidiary—Given the sanctions put in place by the E.U., U.S. and other governments, which restrict our ability to conduct business in Russia, we initiated a plan in the second quarter of 2022 to exit our 51% owned subsidiary in Russia. As a result, the Company determined that this subsidiary, which was reported within the Signal and Power Solutions segment, initially met the held for sale criteria as of June 30, 2022. Consequently, during the nine months ended September 30, 2022, the Company recorded a pre-tax charge of $51 million to impair the carrying value of the Russian subsidiary’s net assets to fair value. The remaining assets and liabilities were de minimis, net of the appropriate valuation allowances, and were presented as other current assets and other current liabilities, respectively, in the consolidated balance sheet as of December 31, 2022.
On May 30, 2023, the Company completed the sale of its entire interest in the Russian subsidiary to JSC Samara Cables Company, the sole minority shareholder in the Russian subsidiary, for a nominal amount in exchange for all of the Company’s shares in the subsidiary. As a result of this transaction, the net assets held for sale of the Russian subsidiary were deconsolidated from the Company’s consolidated financial statements and the Company did not record any incremental gain or loss resulting from this disposition. Furthermore, losses relating to the Russian subsidiary during the held for sale period were de minimis. The former Russian subsidiary is not considered to be a related party of the Company after deconsolidation.
Refer to Note 17. Acquisitions and Divestitures to the consolidated financial statements contained herein for further detail of the Company’s business acquisitions and divestitures.
Investment in TTTech Auto AG—On March 15, 2022, Aptiv acquired approximately 20% of the equity interests of TTTech Auto AG (“TTTech Auto”), a leading provider of safety-critical middleware solutions for advanced driver-assistance systems and autonomous driving applications, for €200 million (approximately $220 million, using foreign currency rates on the investment date). The Company made the investment in TTTech Auto utilizing cash on hand.
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Technology Investments—In October 2023, Otonomo Technologies Ltd. (“Otonomo”) merged with Urgent.ly, Inc. (“Urgently”) and Aptiv’s Otonomo ordinary shares were converted into Urgently ordinary shares. Upon completion of the merger, shares of Urgently began trading on the Nasdaq Stock Market LLC under the symbol ULY.
In May 2022, the Company’s Advanced Safety and User Experience segment made an investment totaling 50 billion South Korean Won (approximately $40 million, using foreign currency rates on the investment date) in StradVision, Inc., a provider of deep learning-based camera perception software for automotive applications.
Refer to Note 21. Investments in Affiliates to the consolidated financial statements contained herein for further detail of the Company’s investments.
Credit Agreement
Aptiv PLC and its wholly-owned subsidiary Aptiv Corporation entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under which it maintains a senior unsecured credit facility currently consisting of a revolving credit facility of $2 billion (the “Revolving Credit Facility”). As of September 30, 2023, the Company also maintained a senior unsecured credit facility in the form of a term loan (the “Tranche A Term Loan”). On October 27, 2023, the Company fully repaid the outstanding principal balance of $301 million on the Tranche A Term Loan, utilizing cash on hand. Aptiv Global Financing Limited (“AGFL”), a wholly-owned subsidiary of Aptiv PLC, previously executed a joinder agreement to the Credit Agreement, which allows it to act as a borrower under the Credit Agreement, and a guaranty supplement, under which AGFL guarantees the obligations under the Credit Agreement, subject to certain exceptions.
The Credit Agreement was entered into in March 2011 and has been subsequently amended and restated on several occasions, most recently on June 24, 2021, and was further amended on April 19, 2023. The June 2021 amendment, among other things, (1) refinanced and replaced the term loan A and revolver with a new term loan A with an original maturity in 2026, and a new five-year revolving credit facility with aggregate commitments of $2 billion, (2) utilized the Company’s existing sustainability-linked metrics and commitments, that, if achieved, would change the facility fee and interest rate margins as described below, and (3) established the leverage ratio maintenance covenant that requires the Company to maintain total net leverage (as calculated in accordance with the Credit Agreement) of less than 3.5 to 1.0 (or 4.0 to 1.0 for four full fiscal quarters following completion of material acquisitions, as defined in the Credit Agreement) and allowed for dividends and other payments on equity. Effective from the date of the April 2023 amendment, all interest rate benchmarks within the Credit Agreement that were previously based on the London Interbank Offered Rate (“LIBOR”) were transitioned to a rate based on the Secured Overnight Financing Rate (“SOFR”). The Credit Agreement also contains an accordion feature that permits Aptiv to increase, from time to time, the aggregate borrowing capacity under the Credit Agreement by up to an additional $1 billion upon Aptiv’s request, the agreement of the lenders participating in the increase, and the approval of the Administrative Agent.
The Revolving Credit Facility matures on June 24, 2026. Since the third quarter of 2022, Aptiv had been obligated to make quarterly principal payments on the Tranche A Term Loan according to the amortization schedule in the Credit Agreement.
As of September 30, 2023, Aptiv had no amounts outstanding under the Revolving Credit Facility and less than $1 million in letters of credit were issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility. No amounts were drawn on the Revolving Credit Facility during the nine months ended September 30, 2023.
As of September 30, 2023, loans under the Credit Agreement bore interest, at Aptiv’s option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) SOFR plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). As of December 31, 2022, loans under the Credit Agreement bore interest, at Aptiv’s option, at either (a) ABR or (b) LIBOR plus in either case a percentage per annum as set forth in the table below. The rates under the Credit Agreement on the specified dates are set forth below:
| September 30, 2023 | December 31, 2022 | ||||||||||||||||||||||
| SOFR plus | ABR plus | LIBOR plus | ABR plus | ||||||||||||||||||||
| Revolving Credit Facility | 1.06 | % | 0.06 | % | 1.06 | % | 0.06 | % | |||||||||||||||
| Tranche A Term Loan | 1.105 | % | 0.105 | % | 1.105 | % | 0.105 | % | |||||||||||||||
The Applicable Rate under the Credit Agreement, as well as the facility fee, may increase or decrease from time to time based on changes in the Company’s credit ratings and whether the Company achieves or fails to achieve certain sustainability-linked targets with respect to greenhouse gas emissions and workplace safety. Such adjustments may be up to 0.04% per annum on interest rate margins on the Revolving Credit Facility, 0.02% per annum on interest rate margins on the Tranche A Term Loan and 0.01% per annum on the facility fee. Accordingly, the interest rate is subject to fluctuation during the term of the Credit Agreement based on changes in the ABR, SOFR (after the April 2023 amendment), LIBOR (before the April 2023
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amendment), changes in the Company’s corporate credit ratings or whether the Company achieves or fails to achieve its sustainability-linked targets. The Credit Agreement also requires that Aptiv pay certain facility fees on the Revolving Credit Facility, which are also subject to adjustment based on the sustainability-linked targets as described above, and certain letter of credit issuance and fronting fees. The Company achieved the sustainability-linked targets for the 2022 calendar year, and the interest rate margins and facility fees were reduced from the Applicable Rate, by the amounts specified above, effective in the third quarter of 2023.
The interest rate period with respect to SOFR interest rate options can be set at one-, three-, or six-months as selected by Aptiv in accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders). Aptiv may elect to change the selected interest rate option in accordance with the provisions of the Credit Agreement. As of September 30, 2023, Aptiv selected the one-month SOFR interest rate option on the Tranche A Term Loan, and the rate effective as of September 30, 2023, as detailed in the table below, was based on the Company’s current credit rating and the Applicable Rate for the Credit Agreement:
| Borrowings as of | |||||||||||||||||
| September 30, 2023 | Rates effective as of | ||||||||||||||||
| Applicable Rate | (in millions) | September 30, 2023 | |||||||||||||||
| Tranche A Term Loan | SOFR plus 1.105% | $ | 301 | 6.52 | % | ||||||||||||
Borrowings under the Credit Agreement are prepayable at Aptiv’s option without premium or penalty.
The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur certain additional indebtedness or liens or to dispose of substantially all of its assets. In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of not more than 3.5 to 1.0 (or 4.0 to 1.0 for four full fiscal quarters following completion of material acquisitions, as defined in the Credit Agreement). Following completion of the acquisition of Wind River in December 2022, the Company elected to increase the ratio of Consolidated Total Indebtedness to Consolidated EBITDA to 4.0 to 1.0 commencing with the fiscal quarter ending December 31, 2022. Refer to Note 17. Acquisitions and Divestitures for further information on this acquisition.
The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of September 30, 2023.
As of September 30, 2023, all obligations under the Credit Agreement were borrowed by Aptiv Corporation and jointly and severally guaranteed by AGFL and Aptiv PLC, subject to certain exceptions set forth in the Credit Agreement.
Senior Unsecured Notes
As of September 30, 2023, the Company had the following senior unsecured notes issued and outstanding:
| Aggregate Principal Amount (in millions) | Stated Coupon Rate | Issuance Date | Maturity Date | Interest Payment Date | ||||||||||||||||||||||
| $ | 700 | 2.396% | February 2022 | February 2025 | February 18 and August 18 | |||||||||||||||||||||
| $ | 735 | 1.50% | March 2015 | March 2025 | March 10 | |||||||||||||||||||||
| $ | 525 | 1.60% | September 2016 | September 2028 | September 15 | |||||||||||||||||||||
| $ | 300 | 4.35% | March 2019 | March 2029 | March 15 and September 15 | |||||||||||||||||||||
| $ | 800 | 3.25% | February 2022 | March 2032 | March 1 and September 1 | |||||||||||||||||||||
| $ | 300 | 4.40% | September 2016 | October 2046 | April 1 and October 1 | |||||||||||||||||||||
| $ | 350 | 5.40% | March 2019 | March 2049 | March 15 and September 15 | |||||||||||||||||||||
| $ | 1,500 | 3.10% | November 2021 | December 2051 | June 1 and December 1 | |||||||||||||||||||||
| $ | 1,000 | 4.15% | February 2022 | May 2052 | May 1 and November 1 | |||||||||||||||||||||
Although the specific terms of each indenture governing each series of senior notes vary, the indentures contain certain restrictive covenants, including with respect to Aptiv’s (and Aptiv’s subsidiaries’) ability to incur liens, enter into sale and leaseback transactions and merge with or into other entities. As of September 30, 2023, the Company was in compliance with the provisions of all series of the outstanding senior notes. Refer to Note 8. Debt to the consolidated financial statements contained herein for additional information.
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Guarantor Summarized Financial Information
As further described in Note 8. Debt to the consolidated financial statements contained herein, Aptiv PLC, Aptiv Corporation and AGFL are each potential borrowers under the Credit Agreement, under which such borrowings would be guaranteed by each of the other two entities. Aptiv PLC issued the 2015 Euro-denominated Senior Notes, 2016 Euro-denominated Senior Notes, 2016 Senior Notes, 2019 Senior Notes and 2021 Senior Notes. In February 2022, Aptiv Corporation and AGFL were added as guarantors on each series of outstanding senior notes previously issued by Aptiv PLC. AGFL was added as a joint and several co-issuer of the 2021 Senior Notes in December 2021, effective as of the date of issuance. Aptiv PLC and Aptiv Corporation jointly issued the 2022 Senior Notes, which are guaranteed by AGFL. Together, Aptiv PLC, Aptiv Corporation and AGFL comprise the “Obligor Group.” All other consolidated direct and indirect subsidiaries of Aptiv PLC are not subject to any guarantee under any series of notes outstanding (the “Non-Guarantors”). The guarantees rank equally in right of payment with all of the guarantors’ existing and future senior indebtedness, are effectively subordinated to any of their existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and are structurally subordinated to the indebtedness of each of their existing and future subsidiaries that is not a guarantor.
The below summarized financial information is presented on a combined basis after the elimination of intercompany balances and transactions among the Obligor Group and equity in earnings from and investments in the Non-Guarantors. The below summarized financial information should be read in conjunction with the Company’s consolidated financial statements contained herein, as the financial information may not necessarily be indicative of results of operations or financial position had the subsidiaries operated as independent entities.
| Obligor Group | |||||||||||||||||||||||
| Nine Months Ended September 30, 2023 | (in millions) | ||||||||||||||||||||||
| Net sales | $ | — | |||||||||||||||||||||
| Gross margin | $ | — | |||||||||||||||||||||
| Operating loss | $ | (48) | |||||||||||||||||||||
| Net loss | $ | (173) | |||||||||||||||||||||
| Net loss attributable to Aptiv | $ | (173) | |||||||||||||||||||||
| As of September 30, 2023: | |||||||||||||||||||||||
| Current assets (1) | $ | 9,384 | |||||||||||||||||||||
| Long-term assets (2) | $ | 537 | |||||||||||||||||||||
| Current liabilities (3) | $ | 12,816 | |||||||||||||||||||||
| Long-term liabilities (3) | $ | 6,635 | |||||||||||||||||||||
| Noncontrolling interest | $ | — | |||||||||||||||||||||
| As of December 31, 2022: | |||||||||||||||||||||||
| Current assets (1) | $ | 5,340 | |||||||||||||||||||||
| Long-term assets (2) | $ | 516 | |||||||||||||||||||||
| Current liabilities (3) | $ | 7,372 | |||||||||||||||||||||
| Long-term liabilities (3) | $ | 6,668 | |||||||||||||||||||||
| Noncontrolling interest | $ | — | |||||||||||||||||||||
(1)Includes current assets of $8,417 million and $4,763 million due from Non-Guarantors as of September 30, 2023 and December 31, 2022, respectively. The balance as of December 31, 2022 includes amounts due from affiliates of $1 million.
(2)Includes long-term assets of $529 million and $507 million due from Non-Guarantors as of September 30, 2023 and December 31, 2022, respectively.
(3)Includes current liabilities of $12,732 million and $7,261 million, and long-term liabilities of $226 million and $226 million, due to Non-Guarantors as of September 30, 2023 and December 31, 2022, respectively.
Other Financing
Receivable factoring—Aptiv maintains a €450 million European accounts receivable factoring facility that is available on a committed basis and allows for factoring of receivables denominated in both Euros and U.S. dollars (“USD”). This facility is accounted for as short-term debt and borrowings are subject to the availability of eligible accounts receivable. Collateral is not required related to these trade accounts receivable. This facility became effective on January 1, 2021 and has a term of three years, subject to Aptiv’s right to terminate at any time with three months’ notice. After expiration of the three-year term, either party can terminate with three months’ notice. Borrowings denominated in Euros under the facility bear interest at the three-
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month Euro Interbank Offered Rate (“EURIBOR”) plus 0.50%. As of December 31, 2022, USD borrowings bore interest at two-month LIBOR plus 0.50%, with borrowings under either denomination carrying a minimum interest rate of 0.20%. Effective in the second quarter of 2023, this facility was amended to replace the interest rate on USD borrowings with two-month SOFR plus 0.50%, effective as of the date of the amendment. As of September 30, 2023 and December 31, 2022, Aptiv had no amounts drawn on the European accounts receivable factoring facility. No amounts were drawn under the European accounts receivable factoring facility during the nine months ended September 30, 2023.
Finance leases and other—As of September 30, 2023 and December 31, 2022, approximately $37 million and $38 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations were outstanding. Included within the total as of September 30, 2023, were obligations outstanding of approximately $17 million under supplier finance programs, which were recorded as short-term debt in the consolidated balance sheet. These obligations generally mature 90 days after issuance and require that Aptiv maintain a contractually defined minimum cash balance with the issuing bank.
Letter of credit facilities—In addition to the letters of credit issued under the Credit Agreement, Aptiv had approximately $5 million and $3 million outstanding through other letter of credit facilities as of September 30, 2023 and December 31, 2022, respectively, primarily to support arrangements and other obligations at certain of its subsidiaries.
Cash Flows
Intra-month cash flow cycles vary by region, but in general we are users of cash through the first half of a typical month and we generate cash during the latter half of a typical month. Due to this cycle of cash flows, we may utilize short-term financing, including our Revolving Credit Facility and European accounts receivable factoring facility, to manage our intra-month working capital needs. Our cash balance typically peaks at month end.
We utilize a combination of strategies, including dividends, cash pooling arrangements, intercompany loan structures and other distributions and advances, to provide the funds necessary to meet our global liquidity needs. We utilize a global cash pooling arrangement to consolidate and manage our global cash balances, which enables us to efficiently move cash into and out of a number of the countries in which we operate.
Operating activities—Net cash provided by operating activities totaled $1,272 million and $330 million for the nine months ended September 30, 2023 and 2022, respectively. Cash flows provided by operating activities for the nine months ended September 30, 2023 consisted primarily of net earnings of $2,047 million, increased by $700 million for non-cash charges for depreciation, amortization and pension costs, partially offset by $1,408 million related to non-cash changes in deferred income taxes, primarily from the tax benefit associated with the actual and anticipated intra-entity transfers of certain intellectual property and $390 million related to changes in operating assets and liabilities, net of restructuring and pension contributions. Cash flows provided by operating activities for the nine months ended September 30, 2022 consisted primarily of net earnings of $324 million, increased by $599 million for non-cash charges for depreciation, amortization and pension costs, partially offset by $918 million related to changes in operating assets and liabilities, net of restructuring and pension contributions.
Investing activities—Net cash used in investing activities totaled $795 million for the nine months ended September 30, 2023, as compared to $913 million for the nine months ended September 30, 2022. The decrease in usage is primarily attributable to $83 million paid for business acquisitions and other transactions during the nine months ended September 30, 2023 as compared to $220 million during the nine months ended September 30, 2022, partially offset by increased capital expenditures of $37 million.
Financing activities—Net cash used in financing activities totaled $201 million for the nine months ended September 30, 2023 and net cash provided by financing activities totaled $2,376 million for the nine months ended September 30, 2022. Cash flows used in financing activities for the nine months ended September 30, 2023 primarily included $98 million paid to repurchase ordinary shares and $32 million of MCPS dividend payments. Cash flows provided by financing activities for the nine months ended September 30, 2022 primarily included $2,472 million received from the issuance of the 2022 Senior Notes, partially offset by $47 million of MCPS dividend payments.
Off-Balance Sheet Arrangements
We do not engage in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
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Contingencies and Environmental Matters
The information concerning contingencies, including environmental contingencies and the amount currently held in reserve for environmental matters, contained in Note 10. Commitments and Contingencies to the unaudited consolidated financial statements included in Part I, Item 1 of this report is incorporated herein by reference.
Recently Issued Accounting Pronouncements
The information concerning recently issued accounting pronouncements contained in Note 2. Significant Accounting Policies to the unaudited consolidated financial statements included in Part I, Item 1 of this report is incorporated herein by reference.
Critical Accounting Estimates
There have been no significant changes in our critical accounting estimates during the three and nine months ended September 30, 2023.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the information concerning our exposures to market risk as stated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. As described in the Form 10-K, we have currency exposures related to buying, selling and financing in currencies other than the local functional currencies in which we operate (“transactional exposure”). We also have currency exposures related to the translation of the financial statements of our non-U.S. subsidiaries that use the local currency as their functional currency into U.S. dollars, the Company’s reporting currency (“translational exposure”). As described in Note 14. Derivatives and Hedging Activities to the unaudited consolidated financial statements included in Part I, Item 1 of this report, to manage this risk the Company designates certain qualifying instruments as net investment hedges of certain non-U.S. subsidiaries. The effective portion of the gains or losses on instruments designated as net investment hedges are recognized within the cumulative translation adjustment component of OCI to offset changes in the value of the net investment in these foreign currency-denominated operations.
ITEM 4. CONTROLS AND PROCEDURES
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance of achieving their objectives.
As of September 30, 2023, the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated, for disclosure purposes, the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the desired control objectives were achieved as of September 30, 2023.
Changes in Internal Control over Financial Reporting
There were no material changes in the Company’s internal controls over financial reporting during the three and nine months ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. As noted in our Annual Report on Form 10-K for the year ended December 31, 2022, given the timing of the acquisitions in 2022, the Company is integrating the acquired operations of Wind River Systems, Inc. (“Wind River”) and Intercable Automotive Solutions S.r.l. (“Intercable Automotive) into the Company’s operations, compliance programs and internal control processes. Specifically, as permitted by SEC rules and regulations, the Company has excluded Wind River and Intercable Automotive from management’s evaluation of internal controls over financial reporting as of December 31, 2022.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are from time to time subject to various actions, claims, suits, government investigations, and other proceedings incidental to our business, including those arising out of alleged defects, breach of contracts, competition and antitrust matters, product warranties, intellectual property matters, personal injury claims and employment-related matters. For a description of risks related to various legal proceedings and claims, see Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2022. For a description of our outstanding material legal proceedings, see Note 10. Commitments and Contingencies to the unaudited consolidated financial statements included in this report.
ITEM 1A. RISK FACTORS
There have been no material changes in risk factors for the Company in the period covered by this report. For information regarding factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no repurchases of equity securities during the three months ended September 30, 2023. In January 2019, the Board of Directors authorized a share repurchase program of up to $2.0 billion. This program follows the completion of the previously announced share repurchase program of $1.5 billion, which was approved by the Board of Directors in April 2016. As of September 30, 2023, approximately $1,915 million remained available for repurchases pursuant to these programs.
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Executive Officers and Directors
Transactions in our securities by our executive officers and directors are required to be made in accordance with our insider trading policy, which, among other things, requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Our insider trading policy permits our executive officers and directors to enter into trading plans in accordance with Rule 10b5-1.
The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our executive officers and directors during the third quarter of 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans.
| Name and Title | Action | Date of Adoption of Rule 10b5-1 Trading Plan | Scheduled Expiration Date of Rule 10b5-1 Trading Plan (1) | Aggregate Number of Securities to be Purchased or Sold | ||||||||||||||||||||||
Allan J. Brazier Vice President and Chief Accounting Officer | Sale of | |||||||||||||||||||||||||
Obed D. Louissaint Senior Vice President and Chief People Officer | Sale of | |||||||||||||||||||||||||
(1)In each case, a trading plan may also expire on such earlier dates as all transactions under the trading plan are completed.
During the third quarter of 2023, no executive officer or director of the Company adopted , modified or terminated any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
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ITEM 6. EXHIBITS
| Exhibit Number | Description | |||||||
| 22 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101.INS | Inline XBRL Instance Document# - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document# | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document# | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document# | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document# | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document# | |||||||
| 104 | Cover Page Interactive Data File# - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
* Filed herewith.
# Filed electronically with the Report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| APTIV PLC | ||||||||
| /s/ Joseph R. Massaro | ||||||||
| By: Joseph R. Massaro | ||||||||
| Chief Financial Officer and Senior Vice President, Business Operations | ||||||||
Dated: November 2, 2023
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Exhibit 22
APTIV PLC
List of Guarantor Subsidiaries
| Entity Name | Jurisdiction | ||||
| Aptiv Global Financing Limited | Ireland | ||||
| Aptiv Corporation* | Delaware | ||||
*Entity is also a subsidiary issuer
Exhibit 31.1
CERTIFICATIONS
Certification of Principal Executive Officer
I, Kevin P. Clark, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Aptiv PLC;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 2, 2023
| /s/ Kevin P. Clark | |||||
| Kevin P. Clark | |||||
| Chairman and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATIONS
Certification of Principal Financial Officer
I, Joseph R. Massaro, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Aptiv PLC;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 2, 2023
| /s/ Joseph R. Massaro | |||||
| Joseph R. Massaro | |||||
| Chief Financial Officer and Senior Vice President, Business Operations | |||||
| (Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of this quarterly report on Form 10-Q of Aptiv PLC (the “Company”) for the period ended September 30, 2023, with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin P. Clark, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to the best of my knowledge, that:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 2, 2023
| /s/ Kevin P. Clark | |||||
| Kevin P. Clark | |||||
| Chairman and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of this quarterly report on Form 10-Q of Aptiv PLC (the “Company”) for the period ended September 30, 2023, with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph R. Massaro, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to the best of my knowledge, that:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 2, 2023
| /s/ Joseph R. Massaro | |||||
| Joseph R. Massaro | |||||
| Chief Financial Officer and Senior Vice President, Business Operations | |||||
| (Principal Financial Officer) | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.