SEC Company Response from Aptiv PLC (APTV) (CIK 0001521332) (APTV) — Mar 29, 2017
Aptiv PLC (APTV) (CIK 0001521332)
Date: March 29, 2017 · CIK: 0001521332 · Accession: 0001521332-17-000018
AI Filing Summary & Sentiment
File numbers found in text: 001-35346
Referenced dates: March 23, 2017
Letter
VIA EDGAR Office of Transportation and Leisure Division of Corporation Finance United States Securities and Exchange Commission Form 10-K for the Year Ended December 31, 2016 Filed February 6, 2017 Form 8-K filed February 2, 2017 File No. 001-35346
Dear Ms. Raminpour:
This letter is in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”) on the above-referenced filings of Delphi Automotive PLC (“Delphi” or the “Company”) made in your letter dated March 23, 2017. Set forth below are the Staff's comments in italics, followed in each case by the response of the Company.
Form 10-K for the year ended December 31, 2016
Item 6. Selected Financial Data, pages 31
1.
We note your reconciliation of adjusted operating income to net income attributable to the Company. Please revise your next Form 10-Q to begin your reconciliation with GAAP results rather than non-GAAP results, in each place this reconciliation is disclosed in your filing. Please refer to Question 102.10 of the non-GAAP C&DIs.
Company Response:
The Company acknowledges the Staff's Comment, and will revise its future filings that include the presentation of non-GAAP financial measures to begin the applicable reconciliation with the corresponding GAAP financial measure rather than non-GAAP financial measure.
5725 Delphi Drive, Troy, Michigan USA 48098
Tel: [1] 248.813.2000 E-mail: joseph.massaro@delphi.com
United States Securities and Exchange Commission
March 29, 2017
Page 2
Form 8-K Filed February 2, 2017:
2.
We note your Q1 and full year 2017 financial guidance for adjusted operating income and income margin and adjusted earnings per share. However, it does not appear that you have included a reconciliation of those measures to the most comparable GAAP measures in accordance with Item 10(e)(1)(i)(B). If you have excluded a quantitative reconciliation for the forward-looking non-GAAP measures in reliance on the "unreasonable efforts" exception in Item 10(e)(1)(i)(B), please revise to disclose this fact and identify that the information is unavailable. Please refer to Question 102.10 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016.
Company Response:
The Company acknowledges the Staff's Comment and will revise its future filings that include forward-looking non-GAAP financial guidance to include a quantitative reconciliation of forward-looking non-GAAP financial measures to the most comparable forward-looking GAAP financial measure. The reconciliation to be provided in future filings will be substantially in the form of the below table.
United States Securities and Exchange Commission
March 29, 2017
Page 3
The reconciliation of the forward-looking non-GAAP financial measures to the most comparable forward-looking GAAP measure for Q1 2017 and full year 2017, as presented in the Company's Form 8-K filed on February 2, 2017, is as follows:
Estimated
Estimated
Q1
Full Year
2017 (1)
2017 (1)
($ and shares in millions, except per share amounts)
Adjusted Operating Income
$
Margin (2)
$
Margin (2)
Net income attributable to Delphi
$
$
1,470
Interest expense
Income tax expense
Equity income, net of tax
(5
)
(30
)
Net income attributable to noncontrolling interest
Operating income
9.8
%
1,940
11.6
%
Restructuring
Other acquisition and portfolio project costs
Adjusted operating income
$
12.3
%
$
2,235
13.4
%
Adjusted Net Income per share
Net income attributable to Delphi
$
$
1,470
Restructuring
Other acquisition and portfolio project costs
Tax impact of adjusting items
(10
)
(20
)
Adjusted net income attributable to Delphi
$
$
1,745
Weighted average number of diluted shares outstanding
269.80
266.60
Diluted net income per share attributable to Delphi
$
1.09
$
5.51
Adjusted net income per share
$
1.45
$
6.55
(1) Prepared at the estimated mid-point of the Company's financial guidance range.
(2) Represents Operating Income and Adjusted Operating Income, respectively, as a percentage of estimated Revenue.
We appreciate the Staff’s time and attention on this matter. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me.
Sincerely,
/s/ Joseph R. Massaro
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CORRESP 1 filename1.htm Document Joseph R. Massaro Chief Financial Officer and Senior Vice President March 29, 2017 VIA EDGAR Ms. Melissa Raminpour, Branch Chief Office of Transportation and Leisure Division of Corporation Finance United States Securities and Exchange Commission Washington, D.C. 20549 Re: Delphi Automotive PLC Form 10-K for the Year Ended December 31, 2016 Filed February 6, 2017 Form 8-K filed February 2, 2017 File No. 001-35346 Dear Ms. Raminpour: This letter is in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”) on the above-referenced filings of Delphi Automotive PLC (“Delphi” or the “Company”) made in your letter dated March 23, 2017. Set forth below are the Staff's comments in italics, followed in each case by the response of the Company. Form 10-K for the year ended December 31, 2016 Item 6. Selected Financial Data, pages 31 1. We note your reconciliation of adjusted operating income to net income attributable to the Company. Please revise your next Form 10-Q to begin your reconciliation with GAAP results rather than non-GAAP results, in each place this reconciliation is disclosed in your filing. Please refer to Question 102.10 of the non-GAAP C&DIs. Company Response: The Company acknowledges the Staff's Comment, and will revise its future filings that include the presentation of non-GAAP financial measures to begin the applicable reconciliation with the corresponding GAAP financial measure rather than non-GAAP financial measure. 5725 Delphi Drive, Troy, Michigan USA 48098 Tel: [1] 248.813.2000 E-mail: joseph.massaro@delphi.com United States Securities and Exchange Commission March 29, 2017 Page 2 Form 8-K Filed February 2, 2017: 2. We note your Q1 and full year 2017 financial guidance for adjusted operating income and income margin and adjusted earnings per share. However, it does not appear that you have included a reconciliation of those measures to the most comparable GAAP measures in accordance with Item 10(e)(1)(i)(B). If you have excluded a quantitative reconciliation for the forward-looking non-GAAP measures in reliance on the "unreasonable efforts" exception in Item 10(e)(1)(i)(B), please revise to disclose this fact and identify that the information is unavailable. Please refer to Question 102.10 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016. Company Response: The Company acknowledges the Staff's Comment and will revise its future filings that include forward-looking non-GAAP financial guidance to include a quantitative reconciliation of forward-looking non-GAAP financial measures to the most comparable forward-looking GAAP financial measure. The reconciliation to be provided in future filings will be substantially in the form of the below table. United States Securities and Exchange Commission March 29, 2017 Page 3 The reconciliation of the forward-looking non-GAAP financial measures to the most comparable forward-looking GAAP measure for Q1 2017 and full year 2017, as presented in the Company's Form 8-K filed on February 2, 2017, is as follows: Estimated Estimated Q1 Full Year 2017 (1) 2017 (1) ($ and shares in millions, except per share amounts) Adjusted Operating Income $ Margin (2) $ Margin (2) Net income attributable to Delphi $ 295 $ 1,470 Interest expense 35 140 Income tax expense 60 300 Equity income, net of tax (5 ) (30 ) Net income attributable to noncontrolling interest 15 60 Operating income 400 9.8 % 1,940 11.6 % Restructuring 100 265 Other acquisition and portfolio project costs 5 30 Adjusted operating income $ 505 12.3 % $ 2,235 13.4 % Adjusted Net Income per share Net income attributable to Delphi $ 295 $ 1,470 Restructuring 100 265 Other acquisition and portfolio project costs 5 30 Tax impact of adjusting items (10 ) (20 ) Adjusted net income attributable to Delphi $ 390 $ 1,745 Weighted average number of diluted shares outstanding 269.80 266.60 Diluted net income per share attributable to Delphi $ 1.09 $ 5.51 Adjusted net income per share $ 1.45 $ 6.55 (1) Prepared at the estimated mid-point of the Company's financial guidance range. (2) Represents Operating Income and Adjusted Operating Income, respectively, as a percentage of estimated Revenue. We appreciate the Staff’s time and attention on this matter. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me. Sincerely, /s/ Joseph R. Massaro Joseph R. Massaro Chief Financial Officer and Senior Vice President