SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) April 15, 1999
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DELPHI AUTOMOTIVE SYSTEMS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-14787 38-3430473
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
5725 Delphi Drive, Troy, Michigan 48098
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248)-813-2000
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ITEM 5. OTHER EVENTS
Delphi Automotive Systems Corporation (Delphi) today released first
quarter financial information containing highlighted financial data for the
three months ended March 31, 1999. The content of the news release was as
follows:
DELPHI AUTOMOTIVE SYSTEMS REPORTS 12 PERCENT
PRO FORMA INCREASE IN QUARTERLY EARNINGS
Today Announces Significant Gas Direct Injection Sales Contract
Troy, MICH. - A strong North American market coupled with aggressive
cost-reduction more than offset the impact of the economic downturn in South
America as Delphi Automotive Systems Corporation (NYSE:DPH) today reported net
income for the first three months of 1999 grew to $284 million.
Historical net income for the first quarter of 1998, as measured under
generally accepted accounting principles (GAAP), was $236 million. However, the
$236 million does not reflect the impact of the terms of the separation
agreement between Delphi and General Motors Corporation (GM). After including
the effect of the separation agreement, pro forma first quarter 1998 net income
was $254 million. Thus, on a comparable basis, Delphi's first quarter 1999 net
income of $284 million reflects a 12 percent increase over the 1998 level of
$254 million.
Earnings per share calculations are complicated by the changes in shares
outstanding related to the steps involved in full separation from GM. Currently,
Delphi has 565 million shares outstanding, reflecting 100 million shares issued
in an initial public offering in February 1999, and 465 million shares owned by
GM. Management considers 565 million shares to be the most widely used figure
for analyzing Delphi's earnings per share.* Based on 565 million shares
outstanding, 1999 earnings of $284 million and pro-forma 1998 earnings of $254
million, earnings per share were $0.50 for 1999, and $0.45 for 1998, an
improvement of $0.05 over the same period in 1998.
*Under GAAP, the shares issued in connection with the initial public offering of
Delphi common stock would be excluded from 1998 and fractionally included in
1999, resulting in the use of 465 million shares in 1998 (EPS $0.51) and 521
million shares in 1999 (EPS $0.55).
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"Our first-quarter results reflect continued progress toward realization
of our near-term and long-term business strategies," said J.T. Battenberg III,
Delphi's chairman, chief executive officer and president.
"Delphi continues to take cost out of operations through reductions in
material and manufacturing costs, and re-alignment of the product portfolio. We
expect further margin enhancement over the long term as we continue to improve
operations while realizing the benefits of expanded sales to global vehicle
manufacturers as a result of the separation from GM. Our objectives remain 5
percent net income margin, 10 percent annual non-GM sales growth and 12.5
percent RONA (Return on Net Assets)," said Battenberg.
Sales
Consolidated net sales were $7.5 billion for the first three months of
1999 compared to $7.6 billion for the first three months of 1998. This reflects
growth in sales revenue from ongoing operations and strong North American sales,
offset by the impact of businesses divested in late 1998 and a decline in South
American sales. Non-GM sales for the first three months of 1999 were up 12
percent - after adjusting to eliminate the 1998 sales of Delphi's seating,
lighting, coil spring, and several smaller businesses, which were divested in
1998.
"South America has been severely impacted by the crisis in Asia and Russia
as well as the devaluation of the Brazilian Real," said Volker Barth, president
of Delphi South America. "1999 volume projections are forecast to come in below
1998 levels, effecting sales and profitability, primarily as a result of
Brazil's maxi-devaluation. However, Delphi remains committed to the region and
our customer base. We believe the long-term fundamentals have not changed.
Mercosur remains a market of significant growth potential," said Barth.
Growth -- New Gas Direct Injection Contract Announced
Announced today: Delphi won an order in March valued at over $100 million
average annual revenue, to develop and supply a direct injection gasoline engine
management system for a future GM vehicle program. During the quarter, Delphi's
Dynamics & Propulsion sector earned new contracts from GM that total
approximately $650 million in average annual revenue. "These contracts
demonstrate our largest customer's confidence in our ability to innovate and
provide product differentiation and new customer value," said Battenberg.
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Battenberg also noted that Delphi continues to receive greater numbers of
bid opportunities, which he said is indicative of non-GM customer acceptance of
products and technology from an independent Delphi. "Business bookings for the
quarter reflect our strong business retention and growth efforts with GM and
other customers," said Battenberg.
Delphi's future business continued to grow during the quarter, with
significant contracts awarded by the following European and Asian vehicle
manufacturers: Volkswagen, Renault, Peugeot, BMW Rover, Volvo, Daewoo, Isuzu,
and Honda. Program timing and contract details were not disclosed at the request
of the customers.
"Based on new business won this quarter, we remain confident in our
forward revenue plans," said Battenberg.
Cost Reduction Initiatives
First-quarter cost reductions reflected the benefit of the previously
announced seating, lighting, and coil spring divestitures, and infrastructure
improvements. Ongoing material and manufacturing cost reduction initiatives more
than offset the impact of a significant market downturn in South America.
Further, Delphi benefited during the first quarter from previously implemented
workforce and infrastructure reductions in South America consistent with
declining volumes.
Balance Sheet/Cash Flow
Delphi's balance sheet at the end of the quarter reflected a cash balance
of $1.1 billion, and debt and equity balances of $1.9 billion and $3.4 billion,
respectively. "Significant improvement in liquidity allows continuing pursuit of
our objectives for pension funding, while preserving flexibility for strategic
growth initiatives," said Alan Dawes, Delphi's chief financial officer.
Bond Issue
Later today, Delphi's investment banks will announce details of a
term-debt offering, which will replace existing short-term bank facilities with
longer term financing.
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Portfolio Restructuring
In the first quarter, Delphi continued its process of portfolio
restructuring aimed at improving margins, diversifying the customer base, and
making investments in advanced technologies.
"We continue to establish strategic partnerships and complete acquisitions
with the goal of accessing new technology and technical capability, expanding
customer relationships, and enhancing our global footprint. Our first quarter
activities demonstrate our focused and aggressive portfolio improvement
strategies," said Battenberg.
Delphi expects international expansion to be a key driver of future
growth. During the quarter, Delphi announced the opening of a wholly owned
wiring harness facility in Morocco, in addition to a new facility to supply HVAC
and chassis customers in India. In March, Delphi announced a strategic
partnership with Gabriel de Mexico S.A. de C.V. to supply automotive damper and
suspension modules to both vehicle manufacturers and the aftermarket in Mexico,
which illustrates Delphi's commitment to footprint alignment, portfolio and
market channel expansion.
Seeking to enhance its position as a technology leader, Delphi announced
plans to invest approximately $63 million in its Kokomo, Ind., operations to
introduce the latest technology in custom automotive integrated circuits.
Further, Delphi announced plans to make a significant investment in its
Sandusky, Ohio facility to produce advanced wheel spindle bearings using lean
manufacturing concepts.
Delphi and CD Radio announced an agreement to design and market an
original equipment three-band audio system capable of processing digital
satellite signals.
Delphi broadened its position as truck equipment technology leader,
announcing a strategic alliance with Allied Signal to develop and manufacture
next generation ABS braking systems for the heavy duty truck market.
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Finally, in response to the economic crisis in South America, Delphi has
re-sized the Delphi South America organization and has idled or sold selected
manufacturing facilities in the region.
Sector Financial Results ($ millions)
Q1 1998
(Pro-Forma
Q1 1999 Basis)
Q1 1999 Q1 1998 Operating Operating
Sector Sales Sales Income Income
- ------ ------- ------- --------- ----------
Electronics &
Mobile
Communication $ 1,353 $ 1,283 $ 158 $ 129
Safety, Thermal &
Electrical
Architecture 2,713 3,090 216 211
Dynamics &
Propulsion 3,534 3,366 124 97
Other* (131) (116) (41) (75)
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Total $ 7,469 $ 7,623 $ 457 $ 362
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*Corporate and intra-company items
Full Separation
General Motors Board of Directors on Monday, April 12 approved the
complete separation of Delphi from GM by means of a tax-free spin-off.
"With regard to stockholder initiatives, GM's decision to complete full
divestiture of its ownership stake in Delphi in the second quarter allows us to
begin immediately to execute a business strategy aimed at maximizing shareholder
value," said Battenberg.
"Complete separation from GM will help Delphi attract non-GM sales growth,
strengthen our ability to partner and acquire strategic businesses, and continue
to improve relations with our approximately 198,000 worldwide employees," said
Battenberg.
Delphi Automotive Systems (NYSE: DPH), with headquarters in Troy, Mich.,
USA, is a world leader in automotive component and systems technology. Delphi's
3 business sectors -- Dynamics and Propulsion; Safety, Thermal and Electrical
Architecture; and Electronics and Mobile Communications -- provide comprehensive
product solutions to complex customer needs. Delphi has approximately 198,000
employees and operates 168 wholly owned manufacturing sites, 40 joint ventures
and 27 technical centers in 36 countries. Regional headquarters are located in
Paris, Tokyo and Sao Paulo. Delphi can be found on the Internet at
http://www.delphiauto.com.
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Forward Looking Statements
Delphi is subject to a number of factors that could cause actual results to
differ from those anticipated in forward looking statements. All statements
contained in this press release that are forward looking statements (including
the possible benefits that could be achieved from a complete separation from
General Motors) which, in certain instances, are identified by the words
"expect", "anticipate", "estimate", "project" and similar expressions, are
subject to numerous risks and uncertainties, many of which are outside Delphi's
control. Accordingly, actual results may differ materially from those suggested
in these forward looking statements. Further information concerning such risks
and uncertainties is contained in Delphi's filings with the U.S. Securities and
Exchange Commission, including its Annual Report on Form 10-K for the year ended
December, 31, 1998.
HIGHLIGHTS ATTACHED
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Highlights-Three months ended March 31, 1999 vs. pro forma three months ended
March 31, 1998 comparison
Three Months Ended
March 31,
1999 1998(1)
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(in millions, except
per share amounts)
Net sales:
General Motors and affiliates $ 5,853 $ 6,105
Other customers 1,616 1,518
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Total net sales 7,469 7,623
Less operating expenses:
Cost of sales, excluding items listed below 6,391 6,727
Selling, general and administrative 384 334
Depreciation and amortization 237 200
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Operating income 457 362
Less interest expense 24 64
Other income, net 25 79
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Income before income taxes 458 377
Income tax expense 174 123
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Net income $ 284 $ 254
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Gross margin 14.4% 11.8%
Operating income margin 6.1% 4.7%
Net income margin 3.8% 3.3%
Basic and diluted earnings per
share-actual (2) $ 0.55 N/A
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Basic and diluted earnings per
share-pro forma (3) $ 0.50 $ 0.45
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(1) Results of operations for the three months ended March 31, 1998 have been
adjusted to reflect the impact of the terms of our separation from GM.
Overall the adjusted results reflect the net effect of lower employee
benefit costs and higher other costs associated with operating Delphi as a
stand-alone company. See the Reconciliation of actual to pro forma results
for additional information.
(2) Actual earnings per share are calculated using the weighted average shares
outstanding during the period, resulting in 521 million shares outstanding
during the three months ended March 31, 1999.
(3) Pro forma earnings per share are presented as if the initial public stock
offering of 100 million shares took place on January 1, 1998, resulting in
565 million shares outstanding during both periods presented.
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Highlights-
Three months ended March 31, 1998-Reconciliation
of actual to pro forma results
Three Months Ended March 31, 1998
Actual Adjustments Pro Forma
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(in millions, except per share
amounts)
Net sales:
General Motors and affiliates $ 6,105 $ 6,105
Other customers 1,518 1,518
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Total net sales 7,623 7,623
Less operating expenses:
Cost of sales, excluding items listed below 6,789 $ (62) (1) 6,727
Selling, general and administrative 300 34 (1) 334
Depreciation and amortization 200 200
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Operating income 334 28 362
Less Interest expense 64 64
Other income, net 79 79
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Income before income taxes 349 28 377
Income tax expense 113 10 (2) 123
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Net income $ 236 $ 18 $ 254
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Basic and diluted earnings per share with
465 million shares outstanding $ 0.51 N/A
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Basic and diluted earnings per share with
565 million shares outstanding N/A $ 0.45
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(1) The pro forma effect of lower employee benefit costs, due to GM's retention
of certain retiree benefit obligations, favorably impacts both cost of
sales and selling, general and administrative expenses. Selling, general
and administrative expenses are also unfavorably impacted by the estimated
incremental costs associated with operating Delphi as an independent
company.
(2) Income taxes were determined in accordance with SFAS. No. 109, "Accounting
for Income Taxes." For purposes of this pro forma presentation only,
adjustments necessary to record the income tax effect of the pro forma
adjustments assume a combined federal and state income tax rate of 38%.
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Highlights-Liquidity and capital resources
(dollars in millions)
BALANCE SHEET DATA:
March 31, December 31, December 31,
1999 1998 1998
GAAP GAAP Pro forma
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Cash and marketable securities $ 1,134 $ 1,000 $ 2,062
Debt 1,886 3,500 3,500
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Net Liquidity $ (752) $ (2,500) $ (1,438)
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Pension obligations $ 2,208 $ 2,180 $ 2,180
Total stockholders' equity $ 3,351 $ 9 $ 3,171
RECONCILIATION OF NET LIQUIDITY:
GAAP net liquidity at December 31, 1998 $(2,500)
Settlement of accounts receivable from GM (1,600)
Extension of payment terms for accounts
receivable from GM (2,100)
Settlement of note payable to GM 3,141
Initial public offering proceeds 1,621
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Pro forma net liquidity at December 31, 1998 (1,438)
Net income $284
Depreciation and amortization 237
Capital expenditures (235)
Other, net 343
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Adjusted operating cash flow less capital
expenditures 629
Other investing activities 57
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GAAP net liquidity at March 31, 1999 $ (752)
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<PAGE>
SIGNATURE
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 hereunto duly authorized.
DELPHI AUTOMOTIVE SYSTEMS CORPORATION
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(Registrant)
Date: April 16, 1999
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By
/s/Paul R. Free
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(Paul R. Free, Chief Accounting
Officer and Controller)
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