Aptiv PLC (NYSE:APTV) Q4 2023 Earnings Call Transcript

Aptiv PLC (NYSE:APTV) Q4 2023 Earnings Call Transcript January 31, 2024

Aptiv PLC beats earnings expectations. Reported EPS is $1.4, expectations were $1.29. Aptiv PLC isn’t one of the 30 most popular stocks among hedge funds at the end of the third quarter (see the details here).

Operator: Good day, and welcome to the Aptiv’s Q4 2023 Earnings Call. Today’s conference is being recorded. At this time, I would like to turn the conference over to Jane Wu, Vice President of Investor Relations and Corporate Development. Please go ahead, ma’am.

Jane Wu: Thank you, Jenny. Good morning, and thank you for joining Aptiv’s fourth quarter 2023 earnings conference call. The press release and related tables, along with the slide presentation, can be found on the Investor Relations portion of our website at aptiv.com. Today’s review of our financials exclude amortization, restructuring and other special items and will address the continuing operations of Aptiv. The reconciliations between GAAP and non-GAAP measures for our fourth quarter and full year 2023 results as well as our 2024 outlook are included at the back of the slide presentation and earnings press release. During today’s call, we will be providing certain forward-looking information that reflects Aptiv’s current view of future financial performance and may be materially different for reasons that we cite in our Form 10-K and other SEC filings.

Joining us today will be Kevin Clark, Aptiv’s Chairman and CEO; and Joe Massaro, CFO and Senior Vice President of Business Operations. Kevin will provide a strategic update on the business, and Joe will cover the financial results in more detail before we open the call for Q&A. With that, I’d like to turn the call over to Kevin Clark.

Kevin Clark: Thank you, Jane, and thanks everyone for joining us this morning. Let’s begin on Slide 3. Aptiv ended the year on a solid note with fourth quarter results broadly in-line with our expectations, demonstrating our ability to execute in a less predictable market. Touching on a few highlights, new business bookings reached $7.7 billion, the result of continued demand for our portfolio of industry-leading advanced technologies; revenue was $4.9 billion, with growth over market impacted by the UAW strike and customer mix, which Joe will go through in more detail later; operating income totaled $600 million, reflecting a 90 basis point margin increase; the strong flow-through on volumes and operating performance more than offset headwinds from FX, commodities, and the UAW strike; we repurchased $300 million of stock during the quarter, given our share price and cash position.

In summary, our team is doing an exceptional job executing in a fast-changing environment, identifying opportunities to provide solutions to our customers, while at the same time, working to mitigate headwinds from ongoing cost pressures. Turning to Slide 4, we delivered on our commitments and achieved record results in 2023, despite having to navigate through unexpected developments. New business bookings were a record $34 billion, reflecting continued strong demand for our products. As vehicles become higher contented and more software defined, customers are increasingly seeing the value of Aptiv as an important technology partner, particularly across our smart vehicle architecture, active safety and high voltage electrification portfolio, where we lead the industry in delivering high-performance, flexible and cost-effective solutions.

Aptiv is also positioned to benefit from the transition to the software-defined future across several other industries, with opportunities accelerating in the telecom, aerospace and defense, and industrial markets. Revenue increased 12% to over $20 billion in 2023, a new record level, principally driven by our high-growth active safety and high voltage product lines. Strong top-line growth contributed to a record $2.1 billion of operating income, operating margin increased 150 basis points to 10.6% as strong volume flow-through and operating performance more than offset the headwinds from FX, commodities and the UAW strike. Lastly, we generated record operating cash flow of $1.9 billion for the year, providing flexibility around capital deployment, allowing us to proactively repurchase shares and pay down debt.

Moving to Slide 5, as I already mentioned, bookings reached $34 billion, our third consecutive year of record new business awards, and includes nine different customers, who each awarded Aptiv over $1 billion in new business. Advanced Safety and User Experience bookings totaled a record $12 billion, driven by active safety bookings of $3.4 billion, representing a combination of next-gen hardware and perception software building blocks, as well as full system turnkey solutions. The strength of which is reflected in over $11 billion of cumulative bookings over the last three years, and $5.2 billion of customer awards for our smart vehicle architecture solutions with three different OEMs, bringing cumulative awards since the launch of our SVA products to over $10 billion with eight different OEMs. Signal and Power Solutions new business bookings reached a record of over $22 billion, in part due to a record $6.2 billion in high voltage electrification bookings, up roughly $2 billion over 2022, representing awards from both traditional and new mobility providers, bringing cumulative high voltage customer awards to roughly $14 billion since 2021.

Our industry-leading portfolio, combined with our global reach and ability to execute highly complex programs, perfectly positions Aptiv to win new business and gives us a clear line of sight to $35 billion of business awards in 2024. Turning to Slide 6 to review our Advanced Safety and User Experience segment’s full year highlights. We achieved significant commercial success across all of our key product lines, further solidifying our position as a partner of choice with our OEM customers. Building on its leading market position, Wind River continues to experience solid commercial traction across a variety of end markets. In the fourth quarter, one of Canada’s largest communication service providers selected Wind River Studio for their full O-RAN deployment in North America.

OMRON, a leader in healthcare systems and industrial automation, also chose Wind River Studio for their industrial edge platform development. And within automotive, Hyundai Mobis expanded their existing relationship with Wind River by selecting Wind River Studio to help reduce development time and costs from product design to system validation and mass production testing. Demand for Aptiv’s full system solutions across active safety, user experience and smart vehicle architecture also remains strong, with major bookings across all geographic regions, including with Japanese OEMs and emerging Chinese local players, bringing a growing pipeline of additional opportunities. To best support our customers, while further optimizing our cost structure, we implemented several initiatives across our engineering and supply chain functions.

To accelerate and streamline our product development process, our AS&UX engineers have incorporated Wind River Studio’s DevSecOps toolchain into their programs. We’ve also centralized our engineering activities in India to a new and larger technology center in Bangalore, where Aptiv and Wind River teams can better collaborate on our software product platforms, allowing us to double our engineering capacity in the country, thereby enabling the cost effective rotation of our engineering footprint. From a supply chain perspective, we’re on track to fully map our global supply chain into a digital twin by year-end. During 2023, we fully mapped our semi providers, increasing our visibility and improving our ability to proactively mitigate potential sourcing risks.

Lastly, we’ve closely partnered with roughly a dozen local Chinese semiconductor suppliers for both China and non-China applications that are positioning us to meet increasing demand from our Chinese customers with local sources of supply and increasing the resiliency and flexibility of our supply chain for our global OEM customers. Turning to Signal and Power Solutions’ full year highlights on Slide 7. From a commercial perspective, we’ve continued to benefit from our industry-leading portfolio and global scale, which uniquely positions us to deliver optimized vehicle architecture solutions for both emerging EV players and leading global OEMs. During 2023, we were awarded significant vehicle architecture programs by a global EV manufacturer, including optimized electrical distribution and 48 volt connection systems.

In China, while we remain highly selective in our customer and platform choices, we’re actively driving increased penetration of a select group of local OEMs. In 2023, bookings with China local OEMs reached $3 billion, representing approximately 60% of the total SPS bookings in the region. Intercable Automotive had record new business awards and added four new global customers with their industry-leading busbar technology, which enables more efficient power distribution and optimized battery pack design. We’ve also seen an increase in customer demand for our solutions that reduce complexity, weight and cost, including our integrated power electronics solutions, which help integrate the onboard charger, battery distribution unit and DC to DC converter.

From an operational perspective, we’ve also implemented several initiatives to improve manufacturing efficiency. Within our electrical distribution business, we’re launching our first highly automated production line, covering all aspects of system assembly. With this new technology, we expect to increase current automation levels to approximately 30% by 2026, putting us on a path to over 50% automation by 2030, which will improve efficiency and product quality, while also reducing labor dependency and the associated exposure to inflationary pressures. At the same time, we’ve been building a more resilient and sustainable business by supporting the trend towards local production and minimizing cross-border flows of product. We continue to pursue manufacturing footprint rotations in multiple regions and have successfully established production capabilities for Intercable Automotive in North America to serve in-region customers.

Turning to Slide 8, at this year’s Consumer Electronics Show in Las Vegas, we showcased our industry-leading portfolio of products through a full range of functional, fully integrated solutions, both in our tech theater, as well as on the roads with drivable demo vehicles. This is best represented by our software defined vehicle demonstrator, which showcased advanced ADAS and user experience applications, embedded on Wind River’s cloud native software platform and running on Aptiv smart vehicle architecture hardware. With our first time driving a vehicle — this was our first time driving a vehicle on public roads, supported by SVA, further reinforcing our leadership in next-generation architectures. We demonstrated critical elements of our Gen 6 ADAS platform, including our urban point-to-point hands-free driving application, as well as in-cabin monitoring.

We also showcased our high voltage capabilities with a custom-built 800-volt electric vehicle. This vehicle included optimized high voltage cabling and busbars, connection systems, and integrated power electronics. We also introduced Aptiv’s containerized battery management system running on our central vehicle controller, both of which were supported by Wind River’s VxWorks operating system, while telemetric data was visualized through Wind River Studio. Finally, all these solutions and more were available for deep dives in our technology theater. When taken together, the solutions on display represented our full system portfolio by showcasing capabilities from sensor to cloud. In total, we had over 1,000 stakeholders visit our pavilion, ranging across customers, vendors and the industry partners.

And as a follow up to CES, we scheduled a wide range of customer engagements, including the Mobile World Congress in late February and customer-focused tech shows during the balance of this year. Our industry-leading product portfolio underscores our position as the partner of choice to develop and deliver next-generation solutions. Moving to Slide 9, before I turn the call over to Joe to walk through the financials, I wanted to provide some context on our outlook for 2024. As our industries continue to evolve, we’re experiencing growing demand for our full system capabilities, spanning across hardware and edge to cloud software solutions. This increasing level of strategic engagement has turned into three straight years of record new business bookings, and in turn, will continue to drive strong revenue growth and implied growth above market.

Joe will walk through our outlook for revenue growth in more detail, but we now expect our growth over market to be in the 6 point to 8 point range, reflecting the changing pace of EV adoption and customer mix. As I highlighted earlier, we have proactively taken actions to reduce our cost structure, to adapt to the changing market environment and to help offset ongoing inflationary pressures. We remain disciplined in our capital allocation approach, which will include further strengthening our competitive position with investments in advanced technology and capabilities that drive operational excellence. To that end, while our Motional joint venture continues to make progress on their technology roadmap, we’ve decided to no longer allocate capital to Motional and are pursuing alternatives to further reduce our ownership interest.

Lastly, while we will continue to prioritize organic investments and strategic M&A opportunities that drive profitable growth, our stock price presents an attractive opportunity to return capital to our shareholders, and we’re targeting up to an additional $750 million in share repurchases during 2024. The last few years have presented the industry with unprecedented macro challenges, including COVID and supply chain disruptions. During this period, the management team has remained laser-focused on execution, enhancing our competitive position and increasing the resiliency of our business model, which is reflected in our 2023 financial results and our outlook for 2024, and our conviction in the long-term value of our business is higher than ever, and we remain committed to delivering that value to our shareholders.

With that, I will now turn the call over to Joe to go through the numbers in more detail.

Joe Massaro: Thanks, Kevin, and good morning, everyone. Starting with a recap of the quarter on Slide 10. Revenues were $4.9 billion, in-line with our expectations, including the impact of the UAW strike in October. Adjusted growth in the quarter was 2% over the prior year, representing negative growth over market of 5% in the quarter. As Kevin noted, and I will discuss in more detail, the growth over market primarily resulted from the impact of the UAW strike and North American OEM production mix, as well as customer mix in China and slower high voltage growth. Adjusted EBITDA and operating income of $772 million and $600 million, respectively, in-line with our expectations. Operating income margins expanded 90 basis points versus prior year, reflecting strong flow-through on incremental volumes, the benefit of customer recoveries of direct material increases and strong operating performance, including the benefit of cost saving actions taken in the second half of 2023, offsetting the impact of the strike, which totaled approximately $50 million in the quarter, and foreign exchange was a 20-basis point headwind in the quarter.

EPS was $1.40, an increase of 10%, driven by higher operating income, partially offset by interest and tax expense. Operating cash flow totaled $624 million, and capital expenditures were approximately $200 million for the quarter. During the fourth quarter, we repurchased $300 million of stock, bringing full year repurchases to approximately $400 million. Looking at revenue in more detail on Slide 11. As noted, revenue in the fourth quarter was $4.9 billion, reflecting sales growth of $188 million, a favorable $62 million contribution from net price downs and commodities and foreign exchange tailwinds of approximately $29 million. From a regional perspective, North American revenues were down 7% or 11% below market, driven in part by the UAW strike impact, which totaled $100 million in October.

In addition, as we cautioned during the fourth quarter, foreign manufacturers, primarily the Japanese OEMs with whom we do not have significant content, experienced very strong year-over-year production growth in the quarter, further impacting the relative production mix in the North American market. In Europe, adjusted growth was 6%, in-line with vehicle production, driven by active safety growth of 18%, partially offset by slower high voltage growth in the region. And in China, revenues were up 12%, driven by SPS growth with local OEMs. China growth over market was 8 points below vehicle production, primarily impacted by lower production at multinational joint venture customers, as well as slower high voltage growth of 4% in the quarter. As I will discuss in more detail shortly, we do expect growth over market to increase in 2024 from the second half 2023 levels.

Moving to the AS&UX segment on the next slide. Revenue growth was flat in the quarter. Active safety growth was 11% despite the UAW strike, which primarily impacted the active safety product line in North America. User experience was down 16% in the quarter, driven in large part by the previously noted China customer mix shift, impacting our user experience volumes with multinational joint venture OEMs in China. For the full year, adjusted revenue growth was 17% with strong active safety growth of 29% and user experience growth of 4%. Segment adjusted operating in the quarter was $141 million, up 83% over prior year, despite the negative strike impact of $10 million in the quarter. Operating income margins expanded 440 basis points to 10.4% as performance and cost savings initiatives offset higher labor costs.

Full year operating income and margins were in-line with our original expectations, as margins improved by almost 40 basis points, inclusive of a full year strike impact of $15 million. As we have previously discussed, given the nature of the AS&UX business and the timing of certain customer reimbursements and engineering credits, the quarterly profitability of the business is cyclical and weighted to the fourth quarter. We would expect this trend to continue in 2024. Turning to Signal and Power on Slide 13, revenue in the fourth quarter was $3.6 billion, an increase of 3% or 4% below vehicle production. As anticipated, overall SPS growth over market was impacted in North America by the UAW strike and OEM mix, representing approximately 5 points of growth in the quarter.

Lower high voltage growth, which primarily impacted the European region, was lower by 2 points. For the full year, adjusted revenue growth was 11% despite the impact of the strike. High voltage growth was approximately 20% for the year and segment growth in China was 13%. Segment adjusted operating income was $459 million in the quarter, up 3% from prior year, despite a $40 million or 90 basis point strike impact. Operating performance was strong, including the benefit of lower supply chain disruption costs, offsetting the impact of higher labor and other costs. Customer recoveries offset the impact of material inflation and commodities in the quarter, and foreign exchange continued to present a headwind, equal to 60 basis points on a year-over-year basis.

Full year operating margins were up 50 basis points despite the significant headwinds related to foreign exchange and the strike. Turning now to Slide 14 and 2024 macro expectations. We are forecasting global vehicle production to be flat for the year, reflecting approximately 93 million units. Regionally, we expect North America to be up approximately 1% at 16.5 million units, Europe down 2% or approximately 18 million units, and China flat at approximately 30 million units. While we remain cautious about the impact of macroeconomic and geopolitical factors, we do believe that supply chain constraints have improved significantly, and based on what we see today, should not have a significant impact on overall customer production levels. Our macro assumptions also assume copper at $4, Mexican Peso at 18.25, the Euro at 110 and the RMB at 7.

Moving to Slide 15 and our 2024 full year outlook. We expect revenue in the range of $21.3 billion to $21.9 billion, up 7% at the midpoint compared to 2023, reflecting 7 points of growth over market. EBITDA and operating income are expected to be approximately $3.28 billion and $2.55 billion at the midpoint, reflecting strong flow-through on volume growth, continued margin expansion in higher growth product lines, and operating performance and cost reduction initiatives to offset increasing labor headwinds, including higher-than-expected labor inflation in Mexico, as well as the stronger Peso. Adjusted earnings per share is estimated to be between $5.55 and $6.05. EPS growth of 19% is primarily driven by strong earnings and lower interest expense, partially offset by an increase in the expected tax rate to 17.5%.

As I will discuss further, we are targeting share repurchases of $750 million in 2024 and have reflected a full year benefit estimate of $0.05 per share at the midpoint of our guidance. As it relates to Motional, as Kevin mentioned earlier, Aptiv will not participate in future funding rounds. Despite the continued progress made by the Motional team on their technology roadmap, given the pushout of the commercialization of the Level 4/5 robo-taxi business model, we no longer believe capital allocation to Motional is appropriate for Aptiv. In addition, we are also exploring steps to reduce a significant portion of our common equity holdings. Working within the construct of the joint venture agreement, we will look to sell or otherwise reduce our holdings during 2024, reducing the dilutive earnings per share impact of the Motional losses on Aptiv’s earnings.

Given that the exact timing of the reduction in shareholdings is not yet known, we have included the expected full year impact of Motional’s losses in our current outlook: a non-cash equity loss of approximately $340 million or $1.20 of earnings per share. Moving to cash flow, we expect 2024 operating cash flow of $2.3 billion, driven by higher earnings. Capital expenditures are expected to be approximately 5% of revenues. Finally, although we are not providing quarterly guidance in 2024, we did want to provide some perspective on calendarization during the year as both revenue growth and earnings are weighted towards the second half. Our full year guidance assumes adjusted revenue growth in the first half of the year of 3% to 5%. Adjusted growth in the second half of the year accelerates to 9% to 10%, and is weighted towards the fourth quarter.

With respect to earnings, consistent with the higher level of revenue growth and the previously noted cyclicality in the business, margins will expand throughout the year similar to 2023. On Slide 16, we provide a bridge of 2024 revenue and operating income guidance as compared to 2023. Starting with revenue, our growth over market combined with flat global vehicle production results in a net contribution of revenues of $1.2 billion. The full year benefit of material cost recoveries will effectively offset changes in commodity, prices and price downs, and FX is estimated at a positive $100 million. Turning to adjusted operating income, we expect margin expansion of 120 basis points in the midpoint of our guide, driven by continued strong flow-through on incremental volumes, net price and commodities will offset, and we expect our strong operating performance in 2023 to continue into ’24, as manufacturing and material performance as well as additional cost reduction actions are expected to offset incremental labor costs and non-material inflation.

In summary, we remain focused on driving disciplined revenue growth while balancing investment in the business with increased levels of performance and expanding operating margins. Moving to Slide 17, we wanted to discuss our updated growth over market framework of 6% to 8%, down from our prior range of 8% to 10%. As we have discussed, our growth over market represents Aptiv’s relative secular growth expectations above global vehicle production. During the second half of 2023, our growth over market was negatively impacted by several factors, including the UAW strike, stronger Japanese OEM production in North America, as well as a change in Chinese customer mix as local Chinese OEMs grew faster than multinational customers in China. When combined with a direct UAW strike impact, the OEM and customer mix reduced our growth over market in 2023 by approximately 5 points on a full year basis.

In addition, a slowdown in high voltage growth, driven by lower EV production, and the exiting of a relationship with a smaller North American EV only producer accounted for a 2% decrease in growth over market. As we look out into 2024, we believe the impact of the UAW strike and the OEM production mix in North America effectively reverses. In addition, improved production schedules at our multinational Chinese OEM customers and our continued growth with local Chinese OEMs will contribute to higher growth over market in China. However, we are forecasting high voltage growth to slow to approximately 20% in 2024, consistent with the 2023 levels, but down from pre-2023 levels of approximately 30%. Our updated framework of 6% to 8% incorporates these changes as well as the continued contribution from our active safety, engineered components and commercial vehicle product lines.

Slide 18 provides an update on our multi-year margin expansion performance. As noted, we saw very strong margin expansion in 2023, exceeding the expectations we laid out last February. Operating income margin expanded 150 basis points over 2022, despite the strike impact of $80 million and foreign exchange headwinds of over $100 million. Strong flow-through on sales growth was partially offset by net price in commodities as a slight headwind, and we saw significant reductions in supply chain disruption costs, and the operating teams drove incremental material and manufacturing performance, more than offsetting the impact of higher labor and operating costs. The accomplishments of last year provide a strong jumping-off point for 2024, as we target 120 basis point margin expansion at the midpoint of our guide.

In addition to the ongoing performance initiatives during the second half of 2023, we also took several cost reduction actions to help bolster our overall performance and help ensure achievement of the 2024 margin expansion. These additional actions, as well as our continued focus on our overall cost structure and footprint, are necessary as we expect to see continued labor and operating cost pressures, particularly in our Mexico operations over the coming years. We are also forecasting the Peso to remain at a relatively strong level in 2024. Before handing the call back to Kevin, I’d like to touch upon our continued strong performance as it relates to cash flow generation and capital allocation. We generated a record $1.9 billion in operating cash flow, allowing us to continue to maintain a disciplined and accretive track record of capital deployment.

In 2023, we continue to invest in the business, focusing on longer-term growth and innovation. In addition, we opportunistically de-levered by paying down our $300 million Term Loan A resulting in a full year earnings per share benefit of $0.05 in 2024. In addition, we purchased $400 million of stock, including $300 million in the fourth quarter. Looking at 2024, we expect operating cash flow to increase to $2.3 billion, and we will continue to maintain a well-balanced approach to capital allocation. In addition to both investing in organic and inorganic opportunities, we are forecasting additional share repurchases in 2024, targeting a total of $750 million in the year, while we will continue to maintain our current financial policy, as it relates to our balance sheet and leverage profile.

As we have discussed in the past, our sustainable business model and relentless focus on operating performance enables us to convert more income to cash, allowing Aptiv to maintain a well-balanced approach to capital allocation that, we believe, helps drive shareholder value. And with that, I’d like to hand the call back to Kevin for his closing remarks.

Kevin Clark: Thanks, Joe. I’ll wrap up on Slide 20 before opening the line up for questions. As the management team reflects on 2023, we expect the pace of innovation to continue to accelerate and drive ongoing transformation across industries. Aptiv is perfectly positioned to benefit from this change, having identified the safe, green and connected megatrends over a decade ago. We have purpose built our portfolio to provide flexible, high-performance and cost-effective solutions that address our customers greatest challenges, all on a global scale. At the same time, we remain committed to flawless execution and operational excellence, enabling us to unlock incremental profitability and deliver value to our shareholders. In closing, I am proud of what the Aptiv team accomplished during 2023, and I’m excited about what we will deliver in the years ahead. Operator, let’s now open the line for questions.

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Q&A Session

Operator: Thank you. [Operator Instructions] And our first question is going to come from Joseph Spak from UBS. Please go ahead.

Joseph Spak: Thanks. Good morning, everyone. I guess, just to start, appreciate the commentary on the long-term growth over market target. Back of the envelope, it would seem like the reduced growth would lower your longer-term margin goals by maybe 20 bps, 30 bps. Is that sort of reasonable? And can you sort of address any other factors that may impact the long-term margin goals?

Joe Massaro: Yeah, Joe. It’s Joe. I’ll start, and then Kevin can jump in. Obviously, we’ll see that come down a bit as high voltage slows. We try to lay — in Slide 18 of the deck, we try to lay out the progress we’ve made in ’23 and ’24, which we feel is quite strong. I think if we had to look out — and this goes back to that Investor Day discussion around 2025 margins, I think if we looked at that today, we had about a 14% total margin for Aptiv in 2025. We’d say we’ve got about, call it, 100 basis point to 150 basis point headwind to that at the moment. Some of it coming off, obviously, from the lower growth over market, some of it’s going to be the higher peso. We’re seeing just the peso changes of last year, the strengthening has effectively gotten into the cost base at this point.

And as I mentioned in my prepared comments, we’re also seeing, particularly for 2025, some additional operating and labor costs in Mexico. So, at this point, I would say those margin targets are probably pushed out a year round numbers, and we’ll obviously be working on that over the course of this year and sort of updating as appropriate. I don’t know, Kevin, if I…

Kevin Clark: No, listen, I think you captured. I think, to the point Joe made, we’d say the bigger headwind quite frankly is labor inflation, especially in places like Mexico, relative to growth rate from high voltage electrification. Just to remind everybody, although it looks like adoption has slowed, growth rate is still on a relative basis, extremely high. So, just want to remind everybody that we are believers on the ongoing trend of the penetration of electrification in the automotive space.

Joseph Spak: Okay. Thank you for that. And then just on the buyback, I think it’s a positive step for capital allocation. But you still have $1.6 billion of cash on hand. Your free cash flow guidance is like $1.2 billion. I think you’ve said minimum cash is $600 million to $700 million. So, the $750 million, I think is probably within the framework of what you expect to — how you expect to sort of use cash generation. But how should we think about the total cash on hand especially? I understand you want to leave a little bit of firepower for maybe some acquisitions, but still seems like there’s a good amount of cash on the balance sheet that could be put to work.

Kevin Clark: Yeah, maybe I’ll start. Listen, Joe, your observation is a good one. Listen, our primary focus is on continuing to invest in the business for profitable growth. We’ll underscore that. We feel like we have a very strong competitive position. We feel like there are opportunities to further widen the competitive moat. So, those are opportunities that we will continue to evaluate. But to the extent those opportunities don’t present themselves, we’ll certainly look at returning incremental cash to shareholders. So, we’ll strike that balance. But it’s important that we have some level of flexibility to react when opportunities present themselves.

Joseph Spak: Okay. Thank you.

Operator: And our next question is going to come from Rod Lache with Wolfe Research. Please go ahead. I’m so sorry, this is going to be Chris McNally with Evercore.

Chris McNally: Thanks so much, team. Two questions. The first, Joe, I appreciate the help on the cadence, first half, second half. So, if it sounds something like the outgrowth, 4% first half, maybe 10% in the second half. Could you help us walk through the Chinese mix? I think everyone understands North America and the strike. But when we say domestic Chinese, it sort of means multiple different things. And I guess what people are trying to figure out is why that may improve over the course of the year. Is it specific Aptiv things, or is it just a production schedule, the way it plays out for your customer base?

Joe Massaro: Yeah, it’s obviously driven off of production schedules from the customer base, which would include launches. So, we do see higher launch activity and schedules picking up from the multinationals towards the second half of the year. In addition to that, and I think from what we’re seeing, and I think it’s generally consistent at this point with what you see from IHS is some of the local OEM growth, the 30%-plus you saw in the back half of the year, in ’23, they started to lap some of that. So, from a growth — again, the sort of relative growth rate that drives the growth over market calculations, some of that starts to come back in a little bit, just given the significant growth in the back half of 2023. And obviously, we tend to concentrate and call it the top 10 or 12 Chinese OEMs from a local perspective. So, we have their schedules, but also, Chris, looking to some extent at what the forecasting services are saying about that production level as well.

Kevin Clark: Yeah, maybe I’ll add, Chris, a couple of items, just — part of it is just the evolution of our business, if your question is specific to China, right? So, when you look at, as an example, 2023 bookings in China, roughly 60% of those were with local OEMs. Our focus is on players like Geely, like BYD, like Changan, like some of the leaders. We are careful with respect to overall exposure, and we want to make sure that we’re with players that could grow in China and then highly focused on those that we feel are well positioned to export and are interested in exporting, just given the nature of what we’re able to bring. When you look at 2023 revenues, we were roughly 40% domestic OEMs, just under 60% from a multinational standpoint. That moves to 50% in 2024 and continues to kind of increase up north of 60%, 70% over the coming years. So that mix, at least from a current list of winner standpoint, improves.

Chris McNally: Yeah, that’s perfect. That was my follow up. I mean, do you think sort of exiting ’25 into ’26, no, you don’t have to get very specific with the timeline, that you start to become pretty agnostic, meaning that the targeted plan that you laid out, you should be pretty well adjusted, assuming the mix kind of normalizes as we get to ’25, ’26, but that domestic turnover happens around the ’25 to ’26, where we won’t be talking about this mix issue as much?

Kevin Clark: Yeah, I think we were in a unique situation in 2023 where we saw a significant swing. Joe made the point. I think he’s absolutely right. We as a team think we’re absolutely right, that you’re going to see that more balanced on a go-forward basis in terms of year-over-year change. What we’re trying to do is just make sure we’re balanced across multiple customers, but ensuring they’re the right customers. And there are, for example, some of the global JVs that are better positioned than others. And there are certainly some very strong local Chinese OEMs who are doing extremely well in the China market but have come to us with a real focus on how do we assist them, how do we enhance our capabilities to take product outside of China into principally Europe at this point in time.

Chris McNally: That’s great. And just as the last thing, because I know it’ll come up. Joe, I think the 2025 was 14% to 14.5% margin, 100 bps to 150 bps off that. Can we just kind of take that as the new ’25 as roughly 13% and then, like you said, push the year out to ’26? I just know that will come up the rest of the call.

Joe Massaro: Yeah, I think round numbers, that’s pretty good, Chris. If you wanted, I’d probably be closer somewhere between 12.5% and 13%.

Chris McNally: Perfect. Thanks so much.

Operator: And our next question is going to come from Rod Lache from Wolfe Research.

Rod Lache: Good morning, everybody. Just, first of all, to clarify some of the discussion off of Chris’ question. Obviously, we’ve seen some ongoing share shift away from the western OEMs over the past couple of years, and it sounds like the reason why you don’t expect that to reoccur in 2024 is because of the big uptick in backlog that you have from BYD, Changan and some of the other Chinese OEMs. Is that essentially it?

Joe Massaro: I think there’s a couple — I’m not sure I understand that, Rod. I think there’s a couple of things. I think overall you had some 30%-plus growth quarters by those local Chinese OEMs, right? We do think that. And again, from what we’re seeing in a scheduled perspective, and when we look at that, there’s a couple of forecasting services that sort of look at that market, that starts to level off a bit, right? They catch up to some of their high comps. At the same time, launch activity with the multinationals who admittedly have had, I think, some platform challenges over the last couple of years in China, do have new launches coming up, and those launches were on those platforms, and we expect to see that sort of take their overall production up, our content up, which is how we’re sort of looking at it, starting to balance out. And then you obviously have the mixed shift inherited within our business that Kevin took you through.

Rod Lache: Okay.

Kevin Clark: So, Rod, at a high level, we expect share to continue to shift to the local OEMs. I think what Joe and I were talking about is the magnitude of the shift over a relatively short period of time. We expect that not to be the same in 2024 as it was in 2023.

Rod Lache: Right. Okay. Understood. On high voltage, it looks like you’re implicitly assuming a similar level of EV growth in 2024 versus what you saw in 2023. As you’ve observed, there’s been some slowing late in the year in 2023. Maybe you can elaborate on the models or factors that you consider that lead you to conclude that the growth is pretty similar for EVs. And can you maybe also give us any color on the assumptions that you make behind those high voltage bookings? Do you have a penetration assumption? Or is there some color you can provide that helps you underwrite that level of revenue associated with the bookings?

Joe Massaro: Yeah. So, obviously, much like the rest — the other parts of our business, we’re looking at customer schedules, which include customer launches. And you’re right, we’re right around that 20% growth rate for ’24, which was consistent with ’23. There are some new program launches. Again, that business is 80% China, Europe, right? So, clearly seeing some weakening in North America. We’ve seen schedules come down. I think that’s well understood at this point. But the combination of sort of some new product launches and where we see customer schedules and then really that sort of the concentration we have in that business around China and Europe. I think penetration rates, we’ve always been lower on a relative basis at this point, where we have not looked out to sort of 2030, to update what we talked about in February, possibly that’s lower than 30%.

I think we were sort of well behind everyone else. But I think over the next few years, you’re moving in within that sort of, call it, that 10% to 15% range, is what our numbers would extrapolate out to.

Rod Lache: Okay. All right, thank you.

Operator: And our next question is going to come from Itay Michaeli. Please go ahead.

Itay Michaeli: Great. Thank you. Good morning, everyone. Just a first question on the long-term growth over market. I know that the Investor Day last year, there was an expectation of some acceleration beyond 2025. Obviously, a lot changing here in the near term, but the bookings are still strong and growing. So just a question, do you still think there’s scope for some GOM acceleration in the second half of the decade?

Kevin Clark: Itay, it’s Kevin. Listen, as it relates to, is there an opportunity for accelerated growth, if you look at the last three years, we’ve booked roughly the same amount of business as we booked the prior five years to the start of that three-year period. So, the growth opportunity — revenue growth opportunity is significant. There are certain items, as we look at growth over market, and we use that as a proxy for strength of our competitive position. We’re not on every OEM across the globe. And when you look at that calculation, although certainly indicative of strength of growth, it’s not perfect. So, would we tell you, should there be a bias based on bookings of stronger growth, accelerating growth? Absolutely. In light of kind of the current environment and discussion about EV penetration rates as an example, can things shift a bit quarter to quarter or maybe a year to a year?

It’s possible. But as we look at where the environment is today, as we look at where investor expectations are, we think the 6% to 8% growth over market is the right sort of framework for folks to consider, for investors to consider.

Itay Michaeli: That’s very helpful. Thanks, Kevin. And just a quick follow up on the ADAS business. I was hoping you could share what you’re expecting ADAS growth this year, and also maybe a bit more color on the wins with the Japanese OEMs, whether that provides further opportunities to penetrate with those OEMs.

Joe Massaro: Yeah. Let me start with the growth rates, and then Kevin can comment on the nature of the win. So, continue to see strong growth in active safety. Would expect 2024 to be north of 20% again, as it was this year. I do think — listen, one of the things we talked about, just to put it in perspective, there is a large active safety business in North America with a couple of the D3, that was obviously impacted this year by the strike, right? So, it’s not immune to things like the strike, but the underlying fundamentals of that business, the take rates and the growth will keep it above 20% again next year.

Kevin Clark: Yeah. As it relates to the wins with the Japanese OEMs, they were in and around radar. They’re global wins. So, for the Japanese OEMs, in Japan, as well as in Europe, China and North America, it’s to be transparent. The first time we’ve been able to penetrate in a meaningful way that customer base with our ADAS solutions. Part of that reflects where we are from an overall technology standpoint versus their traditional supply chain, which you are all familiar with. We’re confident that that will present us with incremental opportunities on the ADAS side, on the user experience side, as well as on the vehicle architecture side. So, we’re very excited about it.

Itay Michaeli: Terrific. That’s all very helpful. Thank you.

Operator: And John Murphy from Bank of America, please go ahead.

John Murphy: Good morning, guys. Maybe I might take a sort of different angle on sort of the growth change here. Kevin, you guys have obviously great technology and great product, and almost seem to be far more than one step ahead of the industry. I guess the question is, as we look at the R&D spend, $1.5 billion gross, I think you guys $1.2 billion net when you get your recoveries or sharing with your business partners, is there a question that you may be spending too much on R&D and getting too far out in front of the growth curve here, and maybe that might be an opportunity in the near term to skinny back on R&D and drive better margins and cash flow and then return to shareholders? I mean, once again, the product portfolio is great. It just seems like the industry has an inability to absorb all the good tech you bring to the table.

Kevin Clark: Yeah. Listen, John, I think that’s a good question. It’s something that we watch very closely. Our advanced development spending as a percent of total engineering was higher in 2023 than it’s been in the past. I’d say the bulk of that, quite frankly, has been working to productize our portfolio, which means significantly more reuse of existing technology on new platforms, which is what the industry needs. It’s driving a significant amount of interest from OEMs in areas like electrification, like battery management systems, like ADAS, like software, which we think is going to translate into continued growth in bookings. We talked about the $35 billion is kind of our estimate as we sit here today for 2024. I would say that number could be higher.

So, it’s important that we continue to invest, and we continue to position ourselves for growth. I would say we’ve doubled down our focus though on how do we make engineering more efficient, how do we get more out of engineering, and again, how do we drive more reuse, which allows us to be more efficient and develop higher margin solutions and allows us to deliver them to our customers at much lower cost. And I’d say equal focus on cost-effective solution now as there is on innovation.

John Murphy: Okay. Maybe…

Kevin Clark: But appreciate the question.

John Murphy: Yeah. And just one quick follow up on just the volume outlook. Flat, globally. I know there’s variances between regions. What are you seeing in schedules right now? I know you’re using some of your internal work and then external forecasts, but is that jiving with the early read on schedules or actually seeing schedules running above or below that in any meaningful way?

Joe Massaro: Yeah, it generally jives, although to my comments, it’s a build throughout the year. So, my comments around revenue growth and the calendarization very much tied out to what we’re seeing in schedule. So, total is connected. I would say this year, unlike the last couple of years, we actually don’t see much schedule disconnect between — we don’t see much disconnect between the schedules and the broader forecasting services. We did see some differences related to supply chain and stuff over the past couple of years, but they’re pretty much in line. But it is back-end weighted. It’s just not us that’s back-end weighted. It is the customer production schedules at this point.

John Murphy: Okay, great. Thank you very much, guys.

Operator: And our next question is going to come from Mark Delaney from Goldman Sachs. Please go ahead.

Mark Delaney: Yes, good morning. Thanks very much for taking the question. Incremental EBIT margins implied in guidance for 2024, I think are in the mid-20% range, even adding back for the strike impact that you had in ’23. Is the extra margin leverage this year relative to the historical roughly 20% due to capturing the remaining COVID disruption costs? And then maybe you can talk a little bit more around how much visibility you have into pricing and how firm that is for ’24 at this stage. I know with OEMs dealing with a lot on their plates, there was a fear from investors they could push more on margins. So, the visibility you have into achieving that higher margin leverage for ’24 would be helpful.

Joe Massaro: Yeah, Mark, it’s Joe. Similar to ’23, we have those bigger step downs in COVID on a year-over-year basis, supply chain disruption costs. So that is helping keep that incremental flow at the EBIT line a little higher than normal. I think that sort of 18% to 22% range that we usually talk about is still good in normalized times, but it is a little higher, much like it was last year. And then, listen, I think from a pricing perspective, there has been a lot of activity as we’ve talked about over the past couple of years, as we’ve worked through direct material inflation and stuff. I think we’re as settled as we normally are on it. There is obviously ongoing discussions with customers, but I think we’re in a relatively good place and a consistent place with where we’ve historically been this time of year.

Mark Delaney: That’s helpful, Joe. And the second question was just around shifting EV plans. A number of OEMs have talked about trying to do more with hybrids and plug-in hybrids. Maybe you can remind us what your content opportunity is on a hybrid and plug-in hybrid compared to BEV or ICE vehicles. And how well positioned do you think Aptiv is to potentially capture some of that higher intermediate-term production around hybrids and plug-in hybrids? Thanks.

Kevin Clark: Yeah, it’s Kevin. So, better electric vehicles are about 3x the content opportunity as an internal combustion engine vehicle. Plug-in hybrids are 2x, roughly 2x the content internal combustion engine. When you look at our mix of high voltage bookings and roughly the same from a revenue standpoint, roughly 25% to 30% of that relates to plug-in hybrid vehicles. So, hopefully that gives you a bit of context. So, we feel like we’re very well positioned whether OEMs are producing plug-in hybrids or battery electric vehicles.

Mark Delaney: Thank you.

Operator: Our next question is going to come from Dan Levy with Barclays. Please go ahead.

Dan Levy: Hi, good morning. Thanks for taking the question. Wanted to just go back to the EBIT bridge and just a point on the economics here. And specifically, I know in the past you had a lot of inflation from chips. We’ve obviously heard a number of accounts now that on the chip side there’s excess inventory. I’m just wondering to what extent you’re embedding chip deflation in the guidance? If not, is it at upside? And then maybe you could just comment briefly on the FX piece, because we’re under this understanding that your hedge is unwinding and that a reset would drive some peso headwind. So maybe just to comment on the FX than the bridge as well.

Joe Massaro: Yeah, I’d start with — I mean, there is — again we say — as Kevin mentioned, I’ve attended most of them, supplier meetings in CES. There was no automotive chip provider at the moment that’s talking about price downs. We still have a couple that are talking about increased prices based on wafer cost increases that they’re seeing. We’ll obviously push back hard on those and deal with them if and when they come in. But we’re not seeing anything from a price down perspective, nor would expect it. So, at this point, there’s nothing in there from an opportunities perspective in the guide. Listen, as it relates to peso, last year, we were obviously hit well above $100 million by transaction and translation impacts, right, the FX moving significantly.

This year, and I mentioned this in my prepared comments, Dan, we’ve assumed a stronger peso, basically in the underlying forecast, right, which makes our peso denominated cost more expensive. So, if you look at that bridge, it’s not showing up on the FX line because it’s now forecasted at that level. But you do have about $100 million round numbers going into primarily labor, going into the cost structure, which would appear in that other bucket. And it’s really the amount that’s rolling through into my 2025 comments.

Dan Levy: Great. Thank you…

Joe Massaro: Hey, peso — sorry, go ahead.

Dan Levy: Go ahead, please.

Joe Massaro: I was just going to say peso assumption, just to remind folks, at Investor Day was 20.50, so you got about 10%-plus strengthening in the peso. Go ahead, Dan, sorry.

Dan Levy: Great. Thank you. Just as a follow up, I want to go back to the bookings, and appreciate another strong year of bookings, another outlook. Maybe we could just — and I think this touches on some of the prior questions, just reconcile the strong bookings with seemingly commentary from the OEMs on just reduced gross spend in a variety of areas. I mean, I think we hear about EVs most notably, but even just some of the challenges or push out in executing software-defined vehicle or active safety. We saw there was a large OEM that pushed out one of their advanced ADAS programs. So, maybe you could reconcile the strong bookings activity with some of the challenges that the automakers have faced just broadly on executing on megatrends.

Kevin Clark: Yeah. Dan, I’ll take it. Listen, it’s an interesting question, right? The question we get two years ago was kind of reconcile strong bookings with OEMs, comments regarding insourcing, all their activities. And I think now you hear from OEMs, and we experience directly first-hand all the challenges associated with attempting to do things that either you don’t have the history of doing or don’t have the capabilities, which quite frankly has presented perfect opportunities for us. And it’s the reason why we’ve invested in the areas that we’ve invested in. It’s reason why we’re building kind of full platform solutions that are open, that are scalable, that provide flexibility and importantly lower cost. We fully recognize that, that we need to deliver lower cost options and solutions to our customers all the way from software and hardware development to delivery of a solution, and that’s what we’re focused on.

And I would say that’s the reason for the trend in bookings, that you’ve seen, a value proposition that economically makes sense for our customers as well as it does for Aptiv. And then, you augment that with the question about SoC material inflation, just to underscore Joe’s point, we’ve not heard that from any of our western SoC suppliers. In fact, some are talking about additional constraints beginning in late 2025, going into 2026. So, we have deployed engineering assets in doing a couple of things. One, dual validating or qualifying additional alternatives, so there’s more flexibility to move from one chip to another and bringing that to our OEM customers as a part of our overall value proposition. In my comments, I talked about the 12 Chinese SoC suppliers who we’re working closely with in making significant traction in the China market, with, we believe, meaningful opportunities outside of China, especially in Europe, providing lower cost at roughly equal performance.

And that goes from SoC technologies to radar technologies to peripherals. And by virtue of providing, again, like I said, those leading technologies in a more cost-effective way that again provide flexibility and choice to our customers, that holistic package is attractive, and it helps solve the challenges that you’re aware of that they’re dealing with.

Dan Levy: Great. Thank you.

Operator: Your next question is going to come from Tom Narayan from RBC. Please go ahead.

Tom Narayan: Hey, thanks for taking my question. Maybe one on Motional. I understand that the industry is kind of capitulating on Level 4, but we’d just love to hear kind of your thoughts on this seemingly very promising enterprise, very long term, I understand, but what specifically kind of has changed your thoughts? Is it just the fact that the industry is moving — the market is moving away from it, and maybe financing using capital markets is difficult, or is there something more fundamental that you’re not liking about this Level 4 business?

Kevin Clark: Yeah, it’s Kevin. Listen, we should start with, Motional is on track to deliver the tech roadmap that’s been laid out, and should underscore that HMG has been an absolutely outstanding partner. Better than — as optimistic as we were at the start, even better as a partner from both operational and a strategic standpoint. Commercialization of the technology, i.e., the cost related to delivering the tech principally in and around hardware, really makes it challenging from an adoption standpoint, in the mobility on demand market. And as a result, kind of pushes out ultimately the revenue stream and the earnings stream for the business, and pushes out to a point where relative to other options or opportunities that we have to invest in that will deliver profitable growth, we had to make decisions.

And again, a tough decision, but given where we sit today, given the benefit that we’ve gotten to date, which is real, which is in and around advanced ADAS solutions, and we’ll work to continue to work with Motional commercially in and around bringing their technology into our ADAS platform, but when we look at ongoing funding of the technology and when it actually gets adopted in the mobility on demand market, it’s just pushed too far out to make financial sense for us, given the other opportunities that we have in front of us.

Tom Narayan: Got it. And just a quick follow up maybe on some of the other opportunities could include M&A. I know, I think there was a question earlier on capital return. And we’ve heard this theme with, I think, Tier 1 and Tier 2 suppliers, potentially there could be some M&A in 2024. One obstacle is obviously interest rates. Just curious if you were to pursue this and you’ve had some really successful M&A in the past, where would they be? And what are some of the kind of — are there opportunities you find attractive currently?

Joe Massaro: Yeah. I mean, like we’ve always said, the pipeline is very full. We maintain it on a regular basis. Certainly, don’t see anything from a capital markets perspective that would preclude us from doing transactions. I think the balance sheet is in very good shape. We took a lot of care over the last couple of years to push out the tenor of the debt and such. So, I feel like we’re in good shape from that. So, we’re certainly not one of the ones that’s raised any concerns on that side. I think you’d continue to see us do things like we’ve done in the past, right? You’d have both for AS&UX and SPS, there are bolt-on opportunities, things that enhance technology, regional presence in AS&UX, there certainly are some opportunities.

It would obviously be smaller than Wind River, but continue to invest in our software capabilities. And then there’s the adjacent markets, right? We’ve done a very nice job over the last couple of years — excuse me, of growing our adjacent market presence, both organically and inorganically. And it’s been accretive to growth rates, it’s been accretive to margins, and I continue to expect us to do something like that.

Tom Narayan: Got it. Thanks.

Operator: Okay. And our next question is going to come from Emmanuel Rosner. Please go ahead.

Emmanuel Rosner: Thank you very much. So, I appreciate the update on the new growth over market framework. I was hoping, since it’s essentially a refresh of a framework, if you could take a step back and maybe remind us the various components or drivers of the expected growth over market, not necessarily just 2024, just as part of the framework, either in terms of how much growth over market comes from each component or in terms of revenue growth, whatever is easier? And is high voltage the only thing that is essentially lower down versus the previous framework?

Joe Massaro: Yeah. The walk — we won’t go into more components than we’ve laid out, Emmanuel. I think the walk sort of indicates within the range, certainly, the largest piece not to come back is the high voltage, right? You could have — again, and it’s a long-term forecasting range, you could have a little bit of movement in customer mix and just how things play out relative to Kevin’s comments on the Japanese OEMs and the China mix. I think speaking to Kevin’s comments, our growth rate, other than EV, which we talked about coming down to 20% from the 30%, our growth rate has been what we’ve expected, right? I mean, we’ve hit our revenue numbers, we’ve hit our growth rates. Our product lines are growing. There is a denominator element here to what we’re seeing take place in the market, particularly in 2023, with the Japanese OEMs up plus 25% round numbers production in North America.

So clearly, I’ve talked about HV slowing down. I think we’ve been transparent about that. But I just want to be clear, this isn’t — we’re missing our growth numbers or we’re missing our revenue numbers. This growth over market, a big piece of that is coming from what I’ll call the denominator impact. I don’t know, Kevin, if you have anything to add.

Kevin Clark: No, you’ve covered it.

Emmanuel Rosner: Okay. And then, one additional clarification on Motional, please. Can you just explain a little bit the mechanics of what you will essentially try to achieve? So, skipping no further funding rounds, is your JV partner okay to fund it? Because I believe there is a need for funding in the fairly near term. So, will that be covered by them at least in the interim? And then, will you be looking at other options on a go-forward basis? You spoke about uncertainty around the timing, but I’m not sure how much of it is already decided. And it’s a timing question versus things that still need to be negotiated.

Joe Massaro: Yeah. No, as I said, we have to work through. Obviously, we have a JV construct. I won’t comment for others involved in the joint venture. Aptiv’s intention is to no longer participate in funding. And within the constructs of the joint venture agreement, we are looking at opportunities to reduce our holdings of the common stock, and that work is in process now. Just given the nature of transactions like this and the fact that we’re working within a joint venture agreement, we felt it was prudent to put the full Motional impact into the guide versus trying to take an educated guess at when something may complete. But obviously working through that now, but the funding decision has been made.

Emmanuel Rosner: Understood. Thank you.

Operator: And this will be our last question, and it is going to come from Adam Jonas from Morgan Stanley.

Adam Jonas: Hi, thanks for taking the questions. It’s been a good call. How much of your CapEx and R&D is being spent to support full BEV architectures?

Kevin Clark: In terms of total advanced engineering, which is the closest development, which you know, Adam, which is roughly 25% of our total engineering spend, we would say somewhere between 5% and 10% would be BEV related, electrification related, I should say.

Adam Jonas: All right. Thanks, Kevin. And just again, I know the negotiations are ongoing, but anything to call out in terms of a breakup or walkaway fee, or I’d say at a high level, could investors anticipate the potential among your range of scenarios to have a potential payment to wind up your involvement with Motional?

Joe Massaro: No, there’s no such requirements in the joint venture agreement, and we wouldn’t expect to sign up for anything like that.

Adam Jonas: Okay. Thanks, everybody.

Joe Massaro: Great. Thanks, Adam. Is that the final question?

Operator: And [that concludes] (ph) today’s questions and answers, and I’ll turn it back over to Kevin Clark. Please go ahead.

Kevin Clark: Great. Thank you, operator. Thank you, everybody, for your time today. Have a nice rest of the day. Take care.

Operator: And this concludes today’s call. Thank you for your participation. You may now disconnect.