AURORA, ON, May 7, 2015 /PRNewswire/ - Magna International
Inc. (TSX: MG; NYSE: MGA) today reported financial results for
the first quarter ended March
31, 2015.
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THREE MONTHS ENDED |
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March 31, 2015 |
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March 31, 2014 |
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Sales |
$ |
8,330 |
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$ |
8,961 |
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Adjusted EBIT(1) |
$ |
642 |
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$ |
605 |
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Income from operations before income taxes |
$ |
631 |
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$ |
581 |
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Net income attributable to Magna International
Inc. |
$ |
465 |
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$ |
393 |
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Diluted earnings per share |
$ |
1.12 |
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$ |
0.88 |
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All
results are reported in millions of U.S. dollars, except per share
figures, which are in U.S. dollars.
(1) Adjusted EBIT is the measure of
segment profit or loss as reported in the Company's attached
unaudited
interim consolidated financial statement. Adjusted EBIT represents
income from operations before income taxes;
interest expense, net; and other expense, net. |
THREE MONTHS ENDED MARCH 31, 2015
We posted sales of $8.33
billion for the first quarter ended March 31, 2015, a decrease of $631 million or 7% from the first quarter of
2014. The weakening of certain currencies against our U.S.
dollar reporting currency, in particular the euro and Canadian
dollar, had a significant negative impact on our reported sales for
the first quarter of 2015. Foreign currency translation
reduced our sales by approximately $880
million, as compared to the first quarter of 2014.
Excluding the impact of foreign currency translation, our sales
increased 3% in the first quarter of 2015, compared to the first
quarter of 2014. North American and European light vehicle
production each declined marginally in the first quarter of 2015,
compared to the first quarter of 2014.
Complete vehicle assembly sales decreased 28% to
$584 million for the first quarter of
2015 compared to $813 million
for the first quarter of 2014, of which foreign currency
translation accounted for $127
million of the decrease. Complete vehicle assembly volumes
decreased 23% to approximately 27,000 units in the first quarter of
2015 compared to the first quarter of 2014.
During the first quarter of 2015, income from
operations before income taxes was $631
million, net income attributable to Magna International Inc.
was $465 million and diluted earnings
per share were $1.12, increases of
$50 million, $72 million and $0.24, respectively, each compared to the first
quarter of 2014.
Excluding other expense, after tax and the
impact of the Austrian tax reform, each in the first quarter of
2014, income from operations before income taxes, net income
attributable to Magna International Inc. and diluted earnings per
share for the first quarter of 2015 increased $28 million, $20
million and $0.12
respectively, each compared to the first quarter of 2014.
During the first quarter ended March 31, 2015, we generated cash from operations
of $652 million before changes in
non-cash operating assets and liabilities, and invested
$358 million in operating assets and
liabilities. Total investment activities for the first quarter of
2015 were $323 million, including
$280 million in fixed asset
additions, $42 million in investments
and other assets and $1 million to
purchase subsidiaries.
Don Walker,
Magna's Chief Executive Officer commented: "We posted improved
earnings and return on funds employed, as well as excellent cash
flow generation. While the strengthened U.S. dollar
negatively impacted our reported sales and earnings, our underlying
operations performed well in the quarter.
We have been refining our product portfolio to
focus on certain key areas of the vehicle, reflected in our
agreements this year to sell substantially all of our interiors
operations, our battery pack business, as well as our sale last
year of certain non-core composites operations. At the same
time, we have been taking steps to expand in other areas such as
metalforming, where we recently announced a joint venture in
China."
A more detailed discussion of our consolidated
financial results for the first quarter ended March 31, 2015 is contained in the Management's
Discussion and Analysis of Results of Operations and Financial
Position and the unaudited interim consolidated financial
statements and notes thereto, which are attached to this Press
Release.
DIVIDENDS
Yesterday, our Board of Directors declared a
quarterly dividend of $0.22 with
respect to our outstanding Common Shares for the quarter ended
March 31, 2015. This dividend is
payable on June 12, 2015 to
shareholders of record on May 29,
2015.
UPDATED 2015 OUTLOOK
Our updated 2015 outlook below excludes full
year 2015 financial information for the interiors operations we
intend to sell, pursuant to our agreement with Grupo Antolin announced on April 16, 2015. This will be consistent
with disclosure of the business as discontinued operations
beginning with the reporting of our financial results for the
second quarter ended June 30,
2015.
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Light Vehicle Production (Units)
North America
Europe |
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17.4 million
20.2 million |
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Production Sales
North America
Europe
Asia
Rest of World |
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$17.2
billion - $17.8 billion
$6.9 billion - $7.3 billion
$1.7 billion - $1.9 billion
$0.6 billion - $0.7 billion |
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Total
Production Sales |
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$26.4 billion - $27.7
billion |
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Complete Vehicle Assembly Sales |
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$2.1 billion - $2.4 billion |
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Total Sales |
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$30.8 billion - $32.5
billion |
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Operating Margin(1) |
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High 7% range |
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Tax Rate(1) |
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Approximately 26% |
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Capital Spending |
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$1.3 billion - $1.5 billion |
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(1) Excluding other expense,
net
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In this 2015 outlook, in addition to 2015 light
vehicle production, we have assumed no material acquisitions or
divestitures other than the interiors divestiture noted above. In
addition, we have assumed that foreign exchange rates for the most
common currencies in which we conduct business relative to our U.S.
dollar reporting currency will approximate current rates.
ABOUT MAGNA
We are a leading global automotive supplier with
316 manufacturing operations and 87 product development,
engineering and sales centres in 29 countries. We have
approximately 133,000 employees focused on delivering superior
value to our customers through innovative products and processes,
and World Class Manufacturing. Our product capabilities
include producing body, chassis, interior, exterior, seating,
powertrain, electronic, vision, closure and roof systems and
modules, as well as complete vehicle engineering and contract
manufacturing. Our Common Shares trade on the Toronto Stock
Exchange (MG) and the New York Stock Exchange (MGA). For
further information about Magna, visit our website at
www.magna.com.
We will hold a conference call for interested analysts and
shareholders to discuss our first quarter results on Thursday, May
7, 2015 at 2:00 p.m. EDT. The conference call will be chaired by
Don Walker, Chief Executive Officer. The number to use for this
call is 1-800-735-5968. The number for overseas callers is
1-416-620-9188. Please call in at least 10 minutes prior to the
call. We will also webcast the conference call at
www.magna.com. The slide presentation accompanying the
conference call will be available on our website Thursday afternoon
prior to the call. |
FORWARD-LOOKING STATEMENTS
This press release contains statements that
constitute "forward-looking statements" or "forward-looking
information" within the meaning of applicable securities
legislation, including, but not limited to, statements relating to:
Magna's forecasts of light vehicle production in North America and Europe; expected consolidated sales, based on
such light vehicle production volumes; production sales, including
expected split by segment, in its North
America, Europe,
Asia and Rest of World segments
for 2015; complete vehicle assembly sales; consolidated operating
margin, effective income tax rate; fixed asset expenditures; and
statements relating to the refinement of our product portfolio
through acquisitions, divestitures, joint ventures or otherwise,
including the strategic benefits expected to result from the sale
of substantially all of our Interiors operations (the
"Transaction") . The forward-looking information in this document
is presented for the purpose of providing information about
management's current expectations and plans and such information
may not be appropriate for other purposes. Forward-looking
statements may include financial and other projections, as well as
statements regarding our future plans, objectives or economic
performance, or the assumptions underlying any of the foregoing,
and other statements that are not recitations of historical fact.
We use words such as "may", "would", "could", "should", "will",
"likely", "expect", "anticipate", "believe", "intend", "plan",
"forecast", "outlook", "project", "estimate" and similar
expressions suggesting future outcomes or events to identify
forward-looking statements. Any such forward-looking statements are
based on information currently available to us, and are based on
assumptions and analyses made by us in light of our experience and
our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe
are appropriate in the circumstances. However, whether actual
results and developments will conform with our expectations and
predictions is subject to a number of risks, assumptions and
uncertainties, many of which are beyond our control, and the
effects of which can be difficult to predict, including, without
limitation: the impact of economic or political conditions on
consumer confidence, consumer demand for vehicles and vehicle
production; fluctuations in relative currency values;
restructuring, downsizing and/or other significant non-recurring
costs; continued underperformance of one or more of our operating
Divisions; ongoing pricing pressures, including our ability to
offset price concessions demanded by our customers; our ability to
successfully launch material new or takeover business; shifts in
market share away from our top customers; inability to grow our
business with OEMs; shifts in market shares among vehicles or
vehicle segments, or shifts away from vehicles on which we have
significant content; risks of conducting business in foreign
markets, including China,
India, Russia, Eastern
Europe, Thailand,
Brazil, Argentina and other non-traditional markets
for us; a prolonged disruption in the supply of components to us
from our suppliers; shutdown of our or our customers' or
sub-suppliers' production facilities due to a labour disruption;
scheduled shutdowns of our customers' production facilities
(typically in the third and fourth quarters of each calendar year);
our ability to successfully compete with other automotive
suppliers; reduction in outsourcing by our customers or the
loss of a material production or assembly program; the termination
or non-renewal by our customers of any material production purchase
order; our ability to consistently develop innovative products or
processes; impairment charges related to goodwill and long-lived
assets; exposure to, and ability to offset, volatile commodities
prices; our ability to successfully identify, complete and
integrate acquisitions or achieve anticipated synergies; our
ability to conduct appropriate due diligence on acquisition
targets; the consummation of the Transaction, including required
antitrust and other regulatory approvals; the satisfaction or
waiver of conditions to complete the Transaction; warranty or
required indemnity obligations to the purchaser in the Transaction
in relation to pre-closing liabilities; warranty and recall costs;
risk of production disruptions due to natural disasters or other
catastrophic events; the security and reliability of our IT
systems; pension liabilities; legal claims and/or regulatory
actions against us, including the ongoing antitrust investigations
being conducted by German and Brazilian authorities; changes in our
mix of earnings between jurisdictions with lower tax rates and
those with higher tax rates, as well as our ability to fully
benefit tax losses; other potential tax exposures; changes in
credit ratings assigned to us; changes in laws and governmental
regulations; costs associated with compliance with environmental
laws and regulations; liquidity risks as a result of an
unanticipated deterioration of economic conditions; our ability to
achieve future investment returns that equal or exceed past
returns; the unpredictability of, and fluctuation in, the
trading price of our Common Shares; and other factors set out in
our Annual Information Form filed with securities commissions in
Canada and our annual report on
Form 40-F filed with the United States Securities and Exchange
Commission, and subsequent filings. In evaluating forward-looking
statements, we caution readers not to place undue reliance on any
forward-looking statements and readers should specifically consider
the various factors which could cause actual events or results to
differ materially from those indicated by such forward-looking
statements. Unless otherwise required by applicable securities
laws, we do not intend, nor do we undertake any obligation, to
update or revise any forward-looking statements to reflect
subsequent information, events, results or circumstances or
otherwise.
For further information about Magna, please see our website
at www.magna.com. Copies of financial data and other
publicly filed documents are available through the internet on the
Canadian Securities Administrators' System for Electronic Document
Analysis and Retrieval (SEDAR) which can be accessed at
www.sedar.com and on the United States Securities and Exchange
Commission's Electronic Data Gathering, Analysis and Retrieval
System (EDGAR) which can be accessed at www.sec.gov |
MAGNA INTERNATIONAL INC.
Management's Discussion and Analysis of Results of Operations
and Financial Position
Unless otherwise noted, all amounts in this
Management's Discussion and Analysis of Results of Operations and
Financial Position ("MD&A") are in U.S. dollars and all tabular
amounts are in millions of U.S. dollars, except per share figures,
which are in U.S. dollars. When we use the terms "we", "us", "our"
or "Magna", we are referring to Magna International Inc. and its
subsidiaries and jointly controlled entities, unless the context
otherwise requires.
This MD&A should be read in conjunction with
the unaudited interim consolidated financial statements for the
three months ended March
31, 2015 included in this press release, and the
audited consolidated financial statements and MD&A for the year
ended December 31, 2014
included in our 2014 Annual Report to Shareholders.
This MD&A has been prepared as at
May 6, 2015.
OVERVIEW
We are a leading global automotive supplier with 316
manufacturing operations and 87 product development, engineering
and sales centres in 29 countries. We have approximately 133,000
employees focused on delivering superior value to our customers
through innovative products, processes and World Class
Manufacturing. Our product capabilities include producing body,
chassis, interior, exterior, seating, powertrain, electronic,
vision, closure and roof systems and modules, as well as complete
vehicle engineering and contract manufacturing. Our common shares
trade on the Toronto Stock Exchange (MG) and the New York Stock Exchange (MGA). For further
information about Magna, visit our website at www.magna.com.
HIGHLIGHTS
North American and European light vehicle production each
declined marginally in the first quarter of 2015, compared to the
first quarter of 2014, to 4.1 million and 5.1 million units,
respectively.
We posted sales of $8.33
billion for the first quarter of 2015, a decrease of
$631 million or 7% from the first
quarter of 2014. The weakening of certain currencies against our
U.S. dollar reporting currency, in particular the euro and Canadian
dollar, had a significant negative impact on our reported sales in
the first quarter of 2015. Foreign exchange translation reduced our
sales in the first quarter of 2015 by approximately $880 million, as compared to the first quarter of
2014. Excluding the negative impact of foreign exchange
translation, sales increased 3% in the first quarter of 2015,
compared to the first quarter of 2014.
Our Adjusted EBIT(1) increased 6% to
$642 million in the first quarter of
2015, compared to the first quarter of 2014.
- North America: Adjusted EBIT
of $460 million for the first quarter
of 2015, increased 4% compared to $443
million for the first quarter of 2014. This compares to the
segment's total sales which increased less than 1% to $4.70 billion in the first quarter of 2015
compared to the first quarter of 2014.
- Europe: Adjusted EBIT of
$124 million for the first quarter of
2015, declined $3 million or 2% from
the first quarter of 2014, while segment total sales declined
$660 million or 17% from the first
quarter of 2014 to the first quarter of 2015.
- Asia: This segment reported
its ninth consecutive quarter of improved year over year results,
with Adjusted EBIT of $47 million for
the first quarter of 2015, compared to $29
million for the first quarter of 2014.
- Rest of World: Our Adjusted EBIT loss of $4 million for the first quarter of 2015 compared
to an Adjusted EBIT loss of $13
million in the first quarter of 2014, reflecting our
progress in reducing operating losses in this segment.
Lastly, subsequent to the first quarter of 2015,
we signed an agreement to sell substantially all of our interiors
operations to Grupo Antolin, a
leading global supplier of automotive interior systems. The
purchase price for the operations, excluding certain assets, is
approximately $525 million, subject
to customary closing adjustments. We will continue managing our
seating operations, which are not included in this agreement.
1 We believe Adjusted EBIT is the
most appropriate measure of operational profitability or loss for
our reporting segments. Adjusted EBIT represents income from
operations before income taxes; interest expense, net; and other
expense, net.
FINANCIAL RESULTS SUMMARY
During the first quarter of 2015, we posted sales of
$8.33 billion, a decrease of 7% from
the first quarter of 2014. This lower sales level was a result of a
decrease in reported U.S. dollar sales due to the weakening of
foreign currencies against the U.S. dollar. Comparing the first
quarter of 2015 to 2014:
- North American vehicle production decreased marginally but our
North American production sales increased 1% to $4.46 billion;
- European vehicle production decreased marginally and our
European production sales decreased 17% to $2.18 billion;
- Asian production sales increased 10% to $421 million;
- Rest of World production sales decreased 17% to $131 million;
- Complete vehicle assembly volumes decreased 23% and sales
decreased $229 million to
$584 million; and
- Tooling, engineering and other sales decreased 2% to
$559 million.
During the first quarter of 2015, we earned
income from operations before income taxes of $631 million compared to $581 million for the first quarter of 2014.
Excluding other expense, net ("Other Expense") recorded in the
first quarter of 2014, as discussed in the "Other Expense" section,
income from operations before income taxes increased $28 million. Excluding the negative impact of
foreign exchange translation, the increase was primarily as a
result of:
- incremental margin earned on new programs that launched during
or subsequent to the first quarter of 2014;
- the expiration, at the end of 2014, of our consulting
agreements with Frank Stronach;
- productivity and efficiency improvements at certain facilities;
and
- higher equity income.
These factors were partially offset by:
- lower recoveries associated with scrap steel;
- higher launch costs;
- a greater amount of employee profit sharing;
- operational inefficiencies at certain facilities;
- a $1 million net decrease in
valuation gains in respect of ABCP; and
- net customer price concessions subsequent to the first quarter
of 2014.
During the first quarter of 2015, net income
attributable to Magna International Inc. was $465 million, an increase of $72 million compared to the first quarter of 2014
and diluted earnings per share increased $0.24 to $1.12 for
the first quarter of 2015 compared to $0.88 for the first quarter of 2014. Other
Expense, after tax and the Austrian Tax Reform, as discussed in the
"Other Expense" and "Income Taxes" sections, respectively, impacted
net income attributable to Magna International Inc. and diluted
earnings per share as follows:
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For
the three months ended March 31, |
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2015 |
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2014 |
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Net Income |
Diluted |
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Net Income |
Diluted |
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Attributable |
Earnings |
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Attributable |
Earnings |
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|
to Magna |
per Share |
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to Magna |
per Share |
Other
expense |
|
$ |
— |
$ |
— |
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|
$ |
22 |
$ |
0.05 |
Income tax effect: |
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Other expense |
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— |
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— |
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(2) |
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— |
|
Austrian tax
reform |
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— |
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— |
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|
32 |
|
0.07 |
|
|
$ |
— |
$ |
— |
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|
$ |
52 |
$ |
0.12 |
Excluding the $52 million negative
impact for the first quarter of 2014, net income attributable to
Magna International Inc. for the first quarter of 2015 increased
$20 million compared to the first
quarter of 2014.
Excluding the $0.12 per share negative impact for the first
quarter of 2014, diluted earnings per share increased $0.12, as a result of the increase in net income
attributable to Magna International Inc. and a decrease in the
weighted average number of diluted shares outstanding during the
first quarter of 2015. The decrease in the weighted average number
of diluted shares outstanding was due to the purchase and
cancellation of Common Shares, during or subsequent to the first
quarter of 2014, pursuant to our normal course issuer bids.
INDUSTRY TRENDS AND RISKS
Our success is primarily dependent upon the levels of North
American and European car and light truck production by our
customers and the relative amount of content we have on various
programs. OEM production volumes in different regions may be
impacted by factors which may vary from one region to the next,
including but not limited to: general economic and political
conditions; consumer confidence levels; interest rates; credit
availability; energy and fuel prices; relative currency values;
commodities prices; international conflicts; labour relations
issues; regulatory requirements; trade agreements; infrastructure;
legislative changes; and environmental emissions and safety
standards. These factors together with such specific factors as:
operational inefficiencies; costs incurred to launch new or
takeover business; restructuring, downsizing and other significant
non-recurring costs; price reduction pressures from our customers;
warranty and recall costs; the financial condition of our supply
base; and competition from manufacturers with operations in low
cost countries, are discussed in our Annual Information Form and
Annual Report on Form 40-F, each in respect of the year ended
December 31, 2014, and remain
substantially unchanged in respect of the first quarter ended
March 31, 2015.
RESULTS OF OPERATIONS
Average Foreign Exchange
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For the
three months |
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|
ended
March 31, |
|
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2015 |
|
2014 |
|
Change |
1 Canadian dollar equals U.S.
dollars |
|
0.808 |
|
0.907 |
|
- |
11% |
1 euro equals U.S.
dollars |
|
1.129 |
|
1.371 |
|
- |
18% |
1 British pound equals U.S.
dollars |
|
1.517 |
|
1.655 |
|
- |
8% |
The preceding table reflects the average foreign
exchange rates between the most common currencies in which we
conduct business and our U.S. dollar reporting currency. The
changes in these foreign exchange rates for the three months ended
March 31, 2015 impacted the reported
U.S. dollar amounts of our sales, expenses and income.
The results of operations whose functional
currency is not the U.S. dollar are translated into U.S. dollars
using the average exchange rates in the table above for the
relevant period. Throughout this MD&A, reference is made to the
impact of translation of foreign operations on reported U.S. dollar
amounts where relevant.
Our results can also be affected by the impact
of movements in exchange rates on foreign currency transactions
(such as raw material purchases or sales denominated in foreign
currencies). However, as a result of hedging programs employed by
us, foreign currency transactions in the current period have not
been fully impacted by movements in exchange rates. We record
foreign currency transactions at the hedged rate where
applicable.
Finally, foreign exchange gains and losses on
revaluation and/or settlement of monetary items denominated in a
currency other than an operation's functional currency impact
reported results. These gains and losses are recorded in selling,
general and administrative expense.
RESULTS OF OPERATIONS - FOR THE THREE MONTHS ENDED
MARCH 31, 2015
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Sales |
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For the three
months |
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|
ended March 31, |
|
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|
|
2015 |
|
2014 |
|
Change |
Vehicle Production Volumes (millions of
units) |
|
|
|
|
|
|
|
North America |
|
4.102 |
|
|
4.118 |
|
— |
|
Europe |
|
5.095 |
|
|
5.119 |
|
— |
Sales |
|
|
|
|
|
|
|
|
External Production |
|
|
|
|
|
|
|
|
|
North America |
$ |
4,456 |
|
$ |
4,407 |
|
+ 1% |
|
|
Europe |
|
2,179 |
|
|
2,634 |
|
- 17% |
|
|
Asia |
|
421 |
|
|
381 |
|
+ 10% |
|
|
Rest of
World |
|
131 |
|
|
157 |
|
- 17% |
|
Complete Vehicle Assembly |
|
584 |
|
|
813 |
|
- 28% |
|
Tooling, Engineering and
Other |
|
559 |
|
|
569 |
|
- 2% |
Total Sales |
$ |
8,330 |
|
$ |
8,961 |
|
- 7% |
External Production Sales - North
America
Reported external production sales in
North America increased 1% or
$49 million to $4.46 billion for the first quarter of 2015
compared to $4.41 billion for the
first quarter of 2014, primarily as a result of:
- the launch of new programs during or subsequent to the first
quarter of 2014, including the:
- GM full-size pickups and SUVs;
- Ford Transit;
- Ford Mustang;
- BWM X4; and
- Chrysler 200.
This factor was partially offset by:
- lower production volumes on certain existing programs;
- a $159 million decrease in
reported U.S. dollar sales primarily as a result of the weakening
of the Canadian dollar against the U.S. dollar;
- net divestitures subsequent to the first quarter of 2014, which
negatively impacted sales by $22
million; and
- net customer price concessions subsequent to the first quarter
of 2014.
External Production Sales - Europe
Reported external production sales in
Europe decreased 17% or
$455 million to $2.18 billion for the first quarter of 2015
compared to $2.63 billion for the
first quarter of 2014, primarily as a result of:
- a $477 million decrease in
reported U.S. dollar sales primarily as a result of the weakening
of foreign currencies against the U.S. dollar, including the euro
and Russian ruble;
- lower production volumes on certain existing programs;
- programs that ended production during or subsequent to the
first quarter of 2014; and
- net customer price concessions subsequent to the first quarter
of 2014.
These factors were partially offset by:
- the launch of new programs during or subsequent to the first
quarter of 2014, including the:
- MINI 3-Door and 5-Door Hatchback;
- Ford Transit; and
- Land Rover Discovery Sport.
External Production Sales - Asia
Reported external production sales in
Asia increased 10% or $40 million to $421
million for the first quarter of 2015 compared to
$381 million for the first quarter of
2014, primarily as a result of the launch of new programs during or
subsequent to the first quarter of 2014, primarily in China.
This factor was partially offset by:
- lower production volumes on certain existing programs;
- a $10 million decrease in
reported U.S. dollar sales primarily as a result of the weakening
of foreign currencies against the U.S. dollar, including the
Chinese renminbi and South Korean won;
- programs that ended production during or subsequent to the
first quarter of 2014; and
- net customer price concessions subsequent to the first quarter
of 2014.
External Production Sales - Rest of
World
Reported external production sales in Rest of
World decreased 17% or $26 million to
$131 million for the first quarter of
2015 compared to $157 million for the
first quarter of 2014, primarily as a result of:
- lower production volumes on certain existing programs;
- a $27 million decrease in
reported U.S. dollar sales as a result of the weakening of foreign
currencies against the U.S. dollar, including the Brazilian real
and Argentine peso; and
- programs that ended production during or subsequent to the
first quarter of 2014.
These factors were partially offset by:
- the launch of new programs during or subsequent to the first
quarter of 2014, primarily in Brazil; and
- net customer price increases subsequent to the first quarter of
2014.
Complete Vehicle Assembly Sales
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|
|
|
|
|
|
|
|
For the three
months |
|
|
|
|
|
|
|
|
|
ended March 31, |
|
|
|
|
|
|
|
|
|
2015 |
|
2014 |
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Complete Vehicle Assembly Sales |
|
|
|
|
|
|
$ |
584 |
|
$ |
813 |
|
- 28% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Complete Vehicle Assembly Volumes (Units) |
|
|
|
|
|
|
|
27,343 |
|
|
35,658 |
|
- 23% |
Reported complete vehicle assembly sales
decreased $229 million, to
$584 million for the first quarter of
2015 compared to $813 million for the
first quarter of 2014 while assembly volumes decreased 23% or 8,315
units.
The decrease in complete vehicle assembly sales
is primarily as a result of:
- a $127 million decrease in
reported U.S. dollar sales as a result of the weakening of the euro
against the U.S. dollar; and
- a decrease in assembly volumes for the MINI Countryman.
These factors were partially offset by an
increase in assembly volumes for the Mercedes-Benz G-Class.
Tooling, Engineering and Other Sales
Reported tooling, engineering and other sales
decreased 2% or $10 million to
$559 million for the first quarter of
2015 compared to $569 million for the
first quarter of 2014.
In the first quarter of 2015, the major programs
for which we recorded tooling, engineering and other sales were
the:
- Ford F-Series;
- Skoda Fabia;
- Honda HR-V and Vezel;
- MINI Countryman;
- Land Rover Discovery Sport;
- Ford Edge;
- BMW 1-Series; and
- GMC Acadia, Buick Enclave and Chevrolet Traverse.
In the first quarter of 2014, the major programs
for which we recorded tooling, engineering and other sales were
the:
- MINI Countryman;
- Ford Mustang;
- QOROS 3;
- Chrysler 200;
- Chevrolet Suburban and Tahoe, GMC Yukon and Cadillac
Escalade;
- Ford Transit;
- Honda Fit;
- Ford F-Series; and
- Peugeot RCZ.
The weakening of certain foreign currencies
against the U.S. dollar, including the euro, Czech koruna, Canadian
dollar and Russian ruble had an unfavourable impact of $78 million on our reported tooling, engineering
and other sales.
Cost of Goods Sold and Gross
Margin
|
|
For the three
months |
|
|
ended March 31, |
|
|
2015 |
2014 |
|
|
|
|
|
|
Sales |
|
$ |
8,330 |
$ |
8,961 |
|
|
|
|
|
|
Cost of goods sold |
|
|
|
|
|
|
Material |
|
|
5,241 |
|
5,712 |
|
Direct labour |
|
|
563 |
|
575 |
|
Overhead |
|
|
1,379 |
|
1,475 |
|
|
|
7,183 |
|
7,762 |
Gross margin |
|
$ |
1,147 |
$ |
1,199 |
|
|
|
|
|
|
Gross margin as a percentage of sales |
|
|
13.8% |
|
13.4% |
Reported cost of goods sold decreased
$579 million to $7.18 billion for the first quarter of 2015
compared to $7.76 billion for the
first quarter of 2014. The decrease in reported U.S. dollar cost of
goods sold was due to the weakening of foreign currencies against
the U.S. dollar, including the euro, Canadian dollar, Russian ruble
and Czech koruna. Excluding the effect of foreign exchange
translation, costs of goods sold increased primarily as a result
of:
- higher material, overhead and labour costs associated with the
increase in sales;
- higher launch costs; and
- a greater amount of employee profit sharing.
These factors were partially offset by
productivity and efficiency improvements at certain facilities.
Gross margin decreased $52 million
to $1.15 billion for the first
quarter of 2015 compared to $1.20
billion for the first quarter of 2014 and gross margin as a
percentage of sales increased to 13.8% for the first quarter of
2015 compared to 13.4% for the first quarter of 2014. The increase
in gross margin as a percentage of sales was primarily due to:
- productivity and efficiency improvements at certain facilities;
and
- a decrease in the proportion of complete vehicle assembly sales
relative to total sales, which have a higher material content than
our consolidated average.
These factors were partially offset by:
- operational inefficiencies at certain facilities;
- lower recoveries associated with scrap steel;
- higher launch costs;
- an increase in the proportion of tooling, engineering and other
sales relative to total sales, that have low or no margins;
and
- a greater amount of employee profit sharing.
Depreciation and Amortization
Depreciation and amortization costs decreased
$12 million to $205 million for the first quarter of 2015
compared to $217 million for the
first quarter of 2014. The lower depreciation and amortization was
primarily as a result of a decrease in reported U.S. dollar
depreciation and amortization largely as a result of the weakening
of the euro, Canadian dollar and Russian ruble, each against the
U.S. dollar partially offset by higher depreciation related to new
facilities.
Selling, General and Administrative
("SG&A")
SG&A expense as a percentage of sales was
4.3% for the first quarter of 2015 compared to 4.7% for the first
quarter of 2014. SG&A expense decreased $70 million to $355
million for the first quarter of 2015 compared to
$425 million for the first quarter of
2014 primarily as a result of weakening of the euro, Canadian
dollar and Russian ruble, each against the U.S. dollar and the
expiration, at the end of 2014, of our consulting agreements with
Frank Stronach.
Equity Income
Equity income increased $7 million to $55
million for the first quarter of 2015 compared to
$48 million for the first quarter of
2014.
Other Expense, net
During the first quarter of 2014, we recorded
net restructuring charges of $22
million ($20 million after
tax) in Europe at our exterior and
interior systems operations. We expect full year 2015 restructuring
charges to be approximately $15
million.
Segment Analysis
Given the differences between the regions in
which we operate, our operations are segmented on a geographic
basis. Consistent with the above, our internal financial reporting
separately segments key internal operating performance measures
between North America,
Europe, Asia and Rest of World for purposes of
presentation to the chief operating decision maker to assist in the
assessment of operating performance, the allocation of resources,
and our long-term strategic direction and future global growth.
Our chief operating decision maker uses Adjusted EBIT as the
measure of segment profit or loss, since we believe Adjusted EBIT
is the most appropriate measure of operational profitability or
loss for our reporting segments. Adjusted EBIT represents income
from operations before income taxes; interest expense, net; and
other expense, net.
|
|
For the three months ended March
31, |
|
|
Total Sales |
|
Adjusted EBIT |
|
|
2015 |
2014 |
Change |
|
2015 |
2014 |
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
$ |
4,697 |
$ |
4,668 |
$ |
29 |
|
$ |
460 |
$ |
443 |
$ |
17 |
Europe |
|
|
3,113 |
|
3,773 |
|
(660) |
|
|
124 |
|
127 |
|
(3) |
Asia |
|
|
483 |
|
463 |
|
20 |
|
|
47 |
|
29 |
|
18 |
Rest of World |
|
|
133 |
|
161 |
|
(28) |
|
|
(4) |
|
(13) |
|
9 |
Corporate and Other |
|
|
(96) |
|
(104) |
|
8 |
|
|
15 |
|
19 |
|
(4) |
Total reportable segments |
|
$ |
8,330 |
$ |
8,961 |
$ |
(631) |
|
$ |
642 |
$ |
605 |
$ |
37 |
Excluded from Adjusted EBIT for the three months
ended March 31, 2014 was $22 million of net restructuring costs recorded
in our Europe segment, as
discussed in the "Other Expense" section.
North
America
Reported Adjusted EBIT in North America increased $17 million to $460
million for the first quarter of 2015 compared to
$443 million for the first
quarter of 2014. Reported U.S. dollar Adjusted EBIT was negatively
impacted by the weakening of the Canadian dollar against the U.S.
dollar. Excluding the effect of foreign exchange translation,
Adjusted EBIT increased primarily as a result of:
- higher equity income;
- lower affiliation fees paid to Corporate;
- margins earned on higher production sales;
- decreased pre-operating costs incurred at new facilities;
- decreased stock-based compensation; and
- productivity and efficiency improvements at certain
facilities.
These factors were partially offset by:
- lower recoveries associated with scrap steel;
- higher launch costs;
- a greater amount of employee profit sharing;
- operational inefficiencies at certain facilities;
- higher warranty costs of $4
million; and
- net customer price concessions subsequent to the first quarter
of 2014.
Europe
Reported Adjusted EBIT in Europe decreased $3
million to $124 million for
the first quarter of 2015 compared to $127 million for the first quarter of 2014.
The decrease in reported Adjusted EBIT was due to the weakening of
foreign currencies against the U.S. dollar, including the euro,
Russian ruble and Czech koruna. Excluding the effect of foreign
exchange translation, Adjusted EBIT increased primarily as a result
of:
- productivity and efficiency improvements at certain
facilities;
- lower affiliation fees paid to Corporate; and
- lower warranty costs of $4
million.
These factors were partially offset by:
- lower equity income;
- higher launch costs;
- operational inefficiencies at certain facilities; and
- net customer price concessions subsequent to the first quarter
of 2014.
Asia
Adjusted EBIT in Asia increased $18
million to $47 million for the
first quarter of 2015 compared to $29
million for the first quarter of 2014 primarily as a result
of:
- margins earned on higher production sales, including margins
earned on the launch of new facilities and new programs;
- higher equity income; and
- lower affiliation fees paid to Corporate.
These factors were partially offset by:
- increased pre-operating costs incurred at new facilities;
- higher launch costs; and
- net customer price concessions subsequent to the first quarter
of 2014.
Rest of World
Adjusted EBIT in Rest of World increased
$9 million to a loss of $4 million for the first quarter of 2015 compared
to a loss of $13 million for the
first quarter of 2014 primarily as a result of:
- productivity and efficiency improvements at certain
facilities;
- a decrease in reported U.S. dollar EBIT loss due to the
weakening of the Brazilian real against the U.S. dollar;
- lower launch costs; and
- net customer price increases subsequent to the first quarter of
2014.
These factors were partially offset by higher
production costs, including inflationary increases, that we have
not been fully successful in passing through to our customers.
Corporate and Other
Corporate and Other Adjusted EBIT decreased
$4 million to $15 million for the first quarter of 2015
compared to $19 million for the first
quarter of 2014 primarily as a result of:
- a decrease in affiliation fees earned from our divisions;
- increased stock-based compensation; and
- a $1 million net decrease in
valuation gains in respect of ABCP.
These factors were partially offset by the
expiration, at the end of 2014, of our consulting agreements with
Frank Stronach.
Interest Expense, net
During the first quarter of 2015, we recorded
net interest expense of $11 million
compared to $2 million for the first
quarter of 2014. The $9 million
increase is primarily as a result of interest expense on the
$750 million 3.625% fixed rate Senior
Notes issued during the second quarter of 2014 (the "Senior
Notes").
Income from Operations before Income Taxes
Income from operations before income taxes
increased $50 million to $631 million for the first quarter of 2015
compared to $581 million for the
first quarter of 2014. Excluding Other Expense, discussed in the
"Other Expense" section, income from operations before income taxes
for the first quarter of 2015 increased $28
million. The increase in income from operations before
income taxes is the result of the increase in Adjusted EBIT
partially offset by the increase in net interest expense, as
discussed above.
Income
Taxes |
|
2015 |
2014 |
|
$ |
|
% |
$ |
|
% |
|
|
|
|
|
|
|
|
|
Income taxes as reported |
$ |
167 |
|
26.5 |
$ |
189 |
|
32.5 |
Tax effect on Other expense,
net |
|
— |
|
— |
|
2 |
|
(0.8) |
Austrian Tax Reform |
|
— |
|
— |
|
(32) |
|
(5.3) |
|
$ |
167 |
|
26.5 |
$ |
159 |
|
26.4 |
For the first quarter of 2014, the Austrian
government enacted legislation abolishing the utilization of
foreign losses, where the foreign subsidiary is not a member of the
European Union. Furthermore, any foreign losses used by Austrian
entities arising in those non European Union subsidiaries are
subject to recapture in Austria.
As a consequence of this change, we recorded a charge to income tax
expense of $32 million ("Austrian Tax
Reform") in the first quarter of 2014.
Excluding the Austrian Tax Reform and Other
Expense, after tax, the effective income tax rate increased to
26.5% for the first quarter of 2015 compared to 26.4% for the first
quarter of 2014 primarily as a result of lower favourable audit
settlements and an increase in permanent items offset by a
reduction in losses not benefitted in Europe, South
America and Asia.
Net Income
Net income of $464
million for the first quarter of 2015 increased $72 million compared to the first quarter of
2014. Excluding Other Expense, after tax, as discussed in the
"Other Expense" section and the Austrian Tax Reform as discussed in
the "Income Taxes" section, net income increased $20 million or 5%. The increase in net income is
the result of the increase in income from operations before income
taxes partially offset by higher income taxes.
Net Loss Attributable to Non-controlling
Interests
Net loss attributable to non-controlling
interests was $1 million for the
first quarters of 2015 and 2014.
Net Income Attributable to Magna
International Inc.
Net income attributable to Magna International
Inc. of $465 million for the first
quarter of 2015 increased $72 million
compared to the first quarter of 2014. Excluding Other Expense,
after tax, as discussed in the "Other Expense" section and the
Austrian Tax Reform as discussed in the "Income Taxes" section, net
income attributable to Magna International Inc. increased
$20 million primarily as a result of
the increase in net income, as discussed above.
Earnings per Share (restated)
|
|
For the three
months |
|
|
|
|
ended March 31, |
|
|
|
|
2015 |
2014 |
Change |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per Common Share |
|
|
|
|
|
|
|
Basic |
$ |
1.14 |
$ |
0.89 |
+ |
28% |
|
Diluted |
$ |
1.12 |
$ |
0.88 |
+ |
27% |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of Common Shares
outstanding (millions) |
|
|
|
|
|
|
|
Basic |
|
409.3 |
|
440.6 |
- |
7% |
|
Diluted |
|
415.0 |
|
447.0 |
- |
7% |
Diluted earnings per share increased
$0.24 to $1.12 for the first quarter of 2015 compared to
$0.88 for the first quarter of 2014.
Other Expense, after tax, and the Austrian Tax Reform, negatively
impacted diluted earnings per share by $0.12 in the first quarter of 2014. Other Expense
and the Austrian Tax Reform are discussed in the "Other Expense"
and "Income Taxes" sections, respectively. Excluding the
$0.12 per share negative impact for
the first quarter of 2014, diluted earnings per share increased
$0.12 or 12%, as a result of the
increase in net income attributable to Magna International Inc. and
a decrease in the weighted average number of diluted shares
outstanding during the first quarter of 2015.
The decrease in the weighted average number of
diluted shares outstanding was due to the purchase and cancellation
of Common Shares, during or subsequent to the first quarter of
2014, pursuant to our normal course issuer bids.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL
RESOURCES
Cash Flow from Operations
|
For the three
months |
|
|
|
|
ended March 31, |
|
|
|
|
2015 |
|
2014 |
|
Change |
|
|
|
|
|
|
|
|
|
Net income |
$ |
464 |
|
$ |
392 |
|
|
|
Items not involving current cash flows |
|
188 |
|
|
279 |
|
|
|
|
|
652 |
|
|
671 |
|
$ |
(19) |
Changes in operating assets and
liabilities |
|
(358) |
|
|
(197) |
|
|
|
Cash provided from operating activities |
$ |
294 |
|
$ |
474 |
|
$ |
(180) |
Cash flow from operations before changes in
operating assets and liabilities decreased $19 million to $652
million for the first quarter of 2015 compared to
$671 million for the first quarter of
2014. The decrease in cash flow from operations was due to a
$91 million decrease in items not
involving current cash flows partially offset by a $72 million increase in net income, as discussed
above. Items not involving current cash flows are comprised of the
following:
|
|
For the three
months |
|
|
ended March 31, |
|
|
2015 |
|
2014 |
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
205 |
|
$ |
217 |
Amortization of other assets included in cost of goods
sold |
|
|
29 |
|
|
29 |
Other non-cash charges |
|
|
3 |
|
|
6 |
Equity income in excess of dividends
received |
|
|
(18) |
|
|
(11) |
Deferred income taxes |
|
|
(31) |
|
|
38 |
Items not involving current cash flows |
|
$ |
188 |
|
$ |
279 |
Cash invested in operating assets and liabilities amounted to
$358 million for the first quarter of
2015 compared to $197 million for the
first quarter of 2014. The change in operating assets and
liabilities is comprised of the following sources (and uses) of
cash:
|
|
For the three
months |
|
|
ended March 31, |
|
|
2015 |
|
2014 |
|
|
|
|
|
|
|
Accounts receivable |
|
$ |
(543) |
|
$ |
(834) |
Inventories |
|
|
(124) |
|
|
(29) |
Prepaid expenses and other |
|
|
(15) |
|
|
9 |
Accounts payable |
|
|
146 |
|
|
328 |
Accrued salaries and wages |
|
|
74 |
|
|
105 |
Other accrued liabilities |
|
|
51 |
|
|
168 |
Income taxes
payable/receivable |
|
|
53 |
|
|
56 |
Changes in operating assets and
liabilities |
|
$ |
(358) |
|
$ |
(197) |
The increase in accounts receivable, accounts
payable and accrued salaries and wages in the first quarter of 2015
was primarily due to an increase in production activities at the
end of the first quarter of 2015 compared to the end of 2014. The
increase in inventories was primarily due to increased tooling
inventory to support upcoming launches and higher production
inventory due to the increase in production activities at the end
of the first quarter of 2015 compared to the end of 2014.
Capital and Investment
Spending
|
|
For the three
months |
|
|
|
|
|
ended March 31, |
|
|
|
|
|
2015 |
|
2014 |
|
Change |
|
|
|
|
|
|
|
|
|
|
Fixed asset additions |
|
$ |
(280) |
|
$ |
(217) |
|
|
|
Investments and other assets |
|
|
(42) |
|
|
(54) |
|
|
|
Fixed assets, investments and other assets
additions |
|
|
(322) |
|
|
(271) |
|
|
|
Purchase of subsidiaries |
|
|
(1) |
|
|
— |
|
|
|
Proceeds from disposition |
|
|
25 |
|
|
37 |
|
|
|
Cash used for investment activities |
|
$ |
(298) |
|
$ |
(234) |
|
$ |
(64) |
Fixed assets, investments and other assets additions
In the first quarter of 2015, we invested
$280 million in fixed assets.
While investments were made to refurbish or replace assets consumed
in the normal course of business and for productivity improvements,
a large portion of the investment in the first quarter of 2015 was
for manufacturing equipment for programs that will be launching
subsequent to the first quarter of 2015.
In the first quarter of 2015, we invested
$38 million in other assets related
primarily to fully reimbursable tooling and engineering costs for
programs that launched during the first quarter of 2015 or will be
launching subsequent to the first quarter of 2015. In addition, we
invested $4 million in equity
accounted investments.
Proceeds from disposition
In the first quarter of 2015, the $25 million of proceeds include normal course
fixed and other asset disposals.
Financing
|
For the three
months |
|
|
|
|
ended March 31, |
|
|
|
|
2015 |
|
2014 |
|
Change |
|
|
|
|
|
|
|
|
|
Increase in bank indebtedness |
$ |
73 |
|
$ |
3 |
|
|
|
Issues of debt |
|
15 |
|
|
31 |
|
|
|
Issues of Common Shares on exercise of stock
options |
|
6 |
|
|
25 |
|
|
|
Repayments of debt |
|
(45) |
|
|
(70) |
|
|
|
Repurchase of Common Shares |
|
— |
|
|
(240) |
|
|
|
Dividends paid |
|
(89) |
|
|
(83) |
|
|
|
Cash used for financing activities |
$ |
(40) |
|
$ |
(334) |
|
$ |
294 |
The increase in bank indebtedness primarily
relates to an increase in outstanding cheques.
Repayments of debt consist of reductions of term
debt in our Asia and Rest of World
segments.
Cash dividends paid per Common Share were
$0.22 for the first quarter of 2015,
for a total of $89 million.
Financing Resources
|
|
As at |
|
As at |
|
|
|
|
|
March 31, |
|
December 31, |
|
|
|
|
|
2015 |
|
2014 |
|
Change |
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
Bank indebtedness |
|
$ |
85 |
|
$ |
33 |
|
|
|
|
Long-term debt due within one year |
|
|
160 |
|
|
184 |
|
|
|
|
Long-term debt |
|
|
797 |
|
|
811 |
|
|
|
|
|
|
1,042 |
|
|
1,028 |
|
|
|
Non-controlling interests |
|
|
13 |
|
|
14 |
|
|
|
Shareholders' equity |
|
|
8,560 |
|
|
8,659 |
|
|
|
Total capitalization |
|
$ |
9,615 |
|
$ |
9,701 |
|
$ |
(86) |
Total capitalization decreased by $86 million to $9.62
billion at March 31, 2015
compared to $9.70 billion at
December 31, 2014,
primarily as a result of a $99
million decrease in shareholders' equity partially offset by
a $14 million increase in
liabilities.
The decrease in shareholders' equity was
primarily as a result of:
- the $438 million net unrealized
loss on translation of our net investment in operations whose
functional currency is not the U.S. dollar;
- $89 million of dividends paid
during the first quarter of 2015; and
- the $65 million net unrealized
loss on cash flow hedges.
These factors were partially offset by the
$464 million of net income earned in
the first quarter of 2015.
Cash Resources
During the first quarter of 2015, our cash
resources decreased by $120 million to $1.13
billion as a result of the cash used for investing and
financing activities partially offset by cash provided from
operating activities, as discussed above. In addition to our cash
resources at March 31, 2015, we had
term and operating lines of credit totalling $2.54 billion of which $2.23 billion was unused and available.
On April 24, 2015,
our $2.25 billion revolving credit
facility maturing June 20, 2019 was
extended to June 22, 2020. The
facility includes a $200 million
Asian tranche, a $50 million Mexican
tranche and a tranche for Canada,
U.S. and Europe, which is fully
transferable between jurisdictions and can be drawn in U.S.
dollars, Canadian dollars or euros.
Maximum Number of Shares Issuable
The following table presents the maximum number
of shares that would be outstanding if all of the outstanding
options at May 6, 2015 were
exercised:
|
Common Shares |
|
|
410,776,410 |
|
Stock options (i) |
|
|
9,390,712 |
|
|
|
|
420,167,122 |
(i) |
Options to purchase Common Shares are exercisable by the holder
in accordance with the vesting provisions and upon
payment of the exercise price as may be determined from time to
time pursuant to our stock option plans. |
Contractual Obligations and Off-Balance Sheet
Financing
There have been no material changes with respect
to the contractual obligations requiring annual payments during the
first quarter of 2015 that are outside the ordinary course of our
business. Refer to our MD&A included in our 2014 Annual
Report.
SUBSEQUENT EVENTS
Consistent with our strategy to refine our product portfolio and
increase our footprint in emerging markets, we recently announced
the following:
(a) Divestiture of Interiors
Operations
On April 16, 2015,
we announced the signing of an agreement to sell substantially all
of our interiors operations to Grupo
Antolin. The purchase price for the operations, excluding
certain assets, is approximately $525
million, subject to customary closing adjustments. The
transaction is subject to customary closing conditions, including
regulatory approval, and is expected to close in the third quarter
of 2015. The planned divestiture will be reported as discontinued
operations upon closing. Sales related to the interiors operations
being divested were approximately $2.4
billion and $2.5 billion for
the years ended December 31, 2014 and
2013, respectively. We will continue managing our seating
operations, which are not included in this agreement.
(b) Formation of Joint Venture
On May 4, 2015,
Magna and Chongqing Xingqiaorui ("Xingqiaorui") announced the
signing of an agreement to form a strategic joint venture in
China to supply body and chassis
components to the Chinese market. Under the terms of the agreement,
we will hold a 53% stake in the joint venture while Xingqiaorui
will hold the remaining 47%. The transaction is expected to close
in late 2015 or early 2016, subject to regulatory approvals.
(c) Sale of Battery Systems
On May 5 2015, we
sold our battery pack business to Samsung SDI for proceeds of
approximately $120 million.
COMMITMENTS AND CONTINGENCIES
From time to time, we may be contingently liable
for litigation, legal and/or regulatory actions and proceedings and
other claims.
Refer to note 15 of our unaudited interim
consolidated financial statements for the three months ended
March 31, 2015, which describes these
claims.
For a discussion of risk factors relating to
legal and other claims/actions against us, refer to "Item 3.
Description of the Business - Risk Factors" in our Annual
Information Form and Annual Report on Form 40-F, each in respect of
the year ended December 31, 2014.
CONTROLS AND PROCEDURES
There have been no changes in our internal
controls over financial reporting that occurred during the three
months ended March 31, 2015 that have
materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
FORWARD-LOOKING STATEMENTS
The previous discussion contains statements that
constitute "forward-looking information" or "forward-looking
statements" within the meaning of applicable securities
legislation, including, but not limited to, statements relating to:
implementation of improvement plans in our underperforming
operations, and/or restructuring actions; statements relating to
the strategic benefits expected to result from the sale of
substantially all of our interiors operations (the "Transaction").
The forward-looking statements or forward-looking information in
this press release is presented for the purpose of providing
information about management's current expectations and plans and
such information may not be appropriate for other purposes.
Forward-looking statements or forward-looking information may
include financial and other projections, as well as statements
regarding our future plans, objectives or economic performance, or
the assumptions underlying any of the foregoing, and other
statements that are not recitations of historical fact. We use
words such as "may", "would", "could", "should", "will", "likely",
"expect", "anticipate", "believe", "intend", "plan", "forecast",
"outlook", "project", "estimate" and similar expressions suggesting
future outcomes or events to identify forward-looking statements or
forward-looking information. Any such forward-looking statements or
forward-looking information are based on information currently
available to us, and are based on assumptions and analyses made by
us in light of our experience and our perception of historical
trends, current conditions and expected future developments, as
well as other factors we believe are appropriate in the
circumstances. However, whether actual results and developments
will conform with our expectations and predictions is subject to a
number of risks, assumptions and uncertainties, many of which are
beyond our control, and the effects of which can be difficult to
predict, including, without limitation: the impact of economic or
political conditions on consumer confidence, consumer demand for
vehicles and vehicle production; fluctuations in relative currency
values; restructuring, downsizing and/or other significant
non-recurring costs; continued underperformance of one or more of
our operating Divisions; ongoing pricing pressures, including our
ability to offset price concessions demanded by our customers; our
ability to successfully launch material new or takeover business;
shifts in market share away from our top customers; inability to
grow our business with OEMs; shifts in market shares among vehicles
or vehicle segments, or shifts away from vehicles on which we have
significant content; risks of conducting business in foreign
markets, including China,
India, Russia, Eastern
Europe, Thailand,
Brazil, Argentina and other non-traditional markets
for us; a prolonged disruption in the supply of components to us
from our suppliers; shutdown of our or our customers' or
sub-suppliers' production facilities due to a labour disruption;
scheduled shutdowns of our customers' production facilities
(typically in the third and fourth quarters of each calendar year);
our ability to successfully compete with other automotive
suppliers; reduction in outsourcing by our customers or the
loss of a material production or assembly program; the termination
or non-renewal by our customers of any material production purchase
order; our ability to consistently develop innovative products or
processes; impairment charges related to goodwill and long-lived
assets; exposure to, and ability to offset, volatile commodities
prices; our ability to successfully identify, complete and
integrate acquisitions or achieve anticipated synergies; our
ability to conduct appropriate due diligence on acquisition
targets; the consummation of the Transaction, including required
antitrust and other regulatory approvals; the satisfaction or
waiver of conditions to complete the Transaction; warranty or
indemnity obligations to the purchaser in the Transaction in
relation to pre-closing liabilities; warranty and recall costs;
risk of production disruptions due to natural disasters or other
catastrophic events; the security and reliability of our IT
systems; pension liabilities; legal claims and/or regulatory
actions against us, including the ongoing antitrust investigations
being conducted by German and Brazilian authorities; changes in our
mix of earnings between jurisdictions with lower tax rates and
those with higher tax rates, as well as our ability to fully
benefit tax losses; other potential tax exposures; changes in
credit ratings assigned to us; changes in laws and governmental
regulations; costs associated with compliance with environmental
laws and regulations; liquidity risks as a result of an
unanticipated deterioration of economic conditions; our ability to
achieve future investment returns that equal or exceed past
returns; the unpredictability of, and fluctuation in, the
trading price of our Common Shares; and other factors set out in
our Annual Information Form filed with securities commissions in
Canada and our annual report on
Form 40-F filed with the United States Securities and Exchange
Commission, and subsequent filings. In evaluating forward-looking
statements or forward-looking information, we caution readers not
to place undue reliance on any forward-looking statements or
forward-looking information, and readers should specifically
consider the various factors which could cause actual events or
results to differ materially from those indicated by such
forward-looking statements or forward-looking information. Unless
otherwise required by applicable securities laws, we do not intend,
nor do we undertake any obligation, to update or revise any
forward-looking statements or forward-looking information to
reflect subsequent information, events, results or circumstances or
otherwise.
MAGNA INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF INCOME
[Unaudited]
[U.S. dollars in millions, except per share figures]
|
|
|
|
Three
months ended
March 31, |
|
Note |
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
Sales |
|
|
$ |
8,330 |
|
|
$ |
8,961 |
|
|
|
|
|
|
|
|
|
Costs and expenses |
|
|
|
|
|
|
|
|
|
Cost of goods sold |
|
|
|
7,183 |
|
|
|
7,762 |
|
Depreciation and
amortization |
|
|
|
205 |
|
|
|
217 |
|
Selling, general and administrative |
10 |
|
|
355 |
|
|
|
425 |
|
Interest expense, net |
|
|
|
11 |
|
|
|
2 |
|
Equity income |
|
|
|
(55) |
|
|
|
(48) |
|
Other expense, net |
2 |
|
|
— |
|
|
|
22 |
Income from operations before income
taxes |
|
|
|
631 |
|
|
|
581 |
Income taxes |
6 |
|
|
167 |
|
|
|
189 |
Net
income |
|
|
|
464 |
|
|
|
392 |
Net loss attributable to
non-controlling interests |
|
|
|
1 |
|
|
|
1 |
Net income attributable to Magna
International Inc. |
|
|
$ |
465 |
|
|
$ |
393 |
|
|
|
|
|
|
|
|
|
Earnings per Common Share (restated -
see note 1): |
3 |
|
|
|
|
|
|
|
|
Basic |
|
|
$ |
1.14 |
|
|
$ |
0.89 |
|
Diluted |
|
|
$ |
1.12 |
|
|
$ |
0.88 |
|
|
|
|
|
|
|
|
|
Cash dividends paid per Common Share
(restated) |
|
|
$ |
0.22 |
|
|
$ |
0.19 |
|
|
|
|
|
|
|
|
|
Weighted average number of Common
Shares outstanding
during the period [in millions] (restated): |
3 |
|
|
|
|
|
|
|
|
Basic |
|
|
|
409.3 |
|
|
|
440.6 |
|
Diluted |
|
|
|
415.0 |
|
|
|
447.0 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)
INCOME
[Unaudited]
[U.S. dollars in millions]
|
|
|
|
Three
months ended
March 31, |
|
Note |
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
Net
income |
|
|
$ |
464 |
|
|
$ |
392 |
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net
of tax: |
12 |
|
|
|
|
|
|
|
|
Net unrealized loss on translation of net
investment in foreign operations |
|
|
|
(438) |
|
|
|
(112) |
|
Net unrealized gain (loss) on available-for-sale
investments |
|
|
|
1 |
|
|
|
(1) |
|
Net unrealized loss on cash flow hedges |
|
|
|
(65) |
|
|
|
(31) |
|
Reclassification of net loss (gain) on cash flow
hedges to net income |
|
|
|
11 |
|
|
|
(1) |
|
Reclassification of net loss on pensions to net
income |
|
|
|
1 |
|
|
|
1 |
|
Pension and post retirement
benefits |
|
|
|
(1) |
|
|
|
— |
Other comprehensive
loss |
|
|
|
(491) |
|
|
|
(144) |
Comprehensive (loss)
income |
|
|
|
(27) |
|
|
|
248 |
Comprehensive loss attributable to
non-controlling interests |
|
|
|
1 |
|
|
|
1 |
Comprehensive (loss) income
attributable to Magna International
Inc. |
|
|
$ |
(26) |
|
|
$ |
249 |
See accompanying notes
MAGNA INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
[Unaudited]
[U.S. dollars in millions]
|
|
|
|
Three
months ended
March 31, |
|
Note |
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
Cash provided from (used for): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net income |
|
|
$ |
464 |
|
|
$ |
$ 392 |
Items not involving current cash flows |
4 |
|
|
188 |
|
|
|
279 |
|
|
|
|
652 |
|
|
|
671 |
Changes in non-cash operating assets and
liabilities |
4 |
|
|
(358) |
|
|
|
(197) |
Cash provided from operating
activities |
|
|
|
294 |
|
|
|
474 |
|
|
|
|
|
|
|
|
|
INVESTMENT ACTIVITIES |
|
|
|
|
|
|
|
|
Fixed asset additions |
|
|
|
(280) |
|
|
|
(217) |
Purchase of subsidiaries |
|
|
|
(1) |
|
|
|
— |
Increase in investments and other
assets |
|
|
|
(42) |
|
|
|
(54) |
Proceeds from
disposition |
|
|
|
25 |
|
|
|
37 |
Cash used for investing
activities |
|
|
|
(298) |
|
|
|
(234) |
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Increase in bank
indebtedness |
|
|
|
73 |
|
|
|
3 |
Repayments of debt |
|
|
|
(45) |
|
|
|
(70) |
Issues of debt |
|
|
|
15 |
|
|
|
31 |
Issues of Common Shares on exercise of stock
options |
|
|
|
6 |
|
|
|
25 |
Repurchase of Common Shares |
11 |
|
|
— |
|
|
|
(240) |
Dividends |
|
|
|
(89) |
|
|
|
(83) |
Cash used for financing
activities |
|
|
|
(40) |
|
|
|
(334) |
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash
equivalents |
|
|
|
(76) |
|
|
|
(21) |
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents during
the period |
|
|
|
(120) |
|
|
|
(115) |
Cash and cash equivalents, beginning of
period |
|
|
|
1,253 |
|
|
|
1,554 |
Cash and cash equivalents, end of
period |
|
|
$ |
1,133 |
|
|
$ |
1,439 |
MAGNA INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
[Unaudited]
[U.S. dollars in millions]
|
Note |
|
|
As at
March 31,
2015 |
|
|
|
As at
December 31,
2014 |
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
4 |
|
$ |
1,133 |
|
|
$ |
1,253 |
Accounts receivable |
|
|
|
5,895 |
|
|
|
5,635 |
Inventories |
5 |
|
|
2,731 |
|
|
|
2,757 |
Income taxes receivable |
|
|
|
— |
|
|
|
16 |
Deferred tax assets |
|
|
|
208 |
|
|
|
186 |
Prepaid expenses and other |
|
|
|
184 |
|
|
|
160 |
|
|
|
|
10,151 |
|
|
|
10,007 |
|
|
|
|
|
|
|
|
|
Investments |
13 |
|
|
422 |
|
|
|
419 |
Fixed assets, net |
|
|
|
5,468 |
|
|
|
5,664 |
Goodwill |
|
|
|
1,275 |
|
|
|
1,350 |
Deferred tax assets |
|
|
|
154 |
|
|
|
147 |
Other assets |
7 |
|
|
516 |
|
|
|
552 |
|
|
|
$ |
17,986 |
|
|
$ |
18,139 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS'
EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Bank indebtedness |
|
|
$ |
85 |
|
|
$ |
33 |
Accounts payable |
|
|
|
5,013 |
|
|
|
5,105 |
Accrued salaries and wages |
|
|
|
758 |
|
|
|
730 |
Other accrued liabilities |
8 |
|
|
1,541 |
|
|
|
1,538 |
Income taxes payable |
|
|
|
27 |
|
|
|
— |
Deferred tax liabilities |
|
|
|
22 |
|
|
|
21 |
Long-term debt due within one
year |
|
|
|
160 |
|
|
|
184 |
|
|
|
|
7,606 |
|
|
|
7,611 |
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
|
797 |
|
|
|
811 |
Long-term employee benefit
liabilities |
9 |
|
|
535 |
|
|
|
580 |
Other long-term
liabilities |
|
|
|
327 |
|
|
|
292 |
Deferred tax liabilities |
|
|
|
148 |
|
|
|
172 |
|
|
|
|
9,413 |
|
|
|
9,466 |
|
|
|
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
|
|
|
Capital stock |
|
|
|
|
|
|
|
|
|
Common Shares |
|
|
|
|
|
|
|
|
|
|
[issued: 410,613,154; December 31, 2014 -
410,325,270 (restated)] |
11 |
|
|
3,995 |
|
|
|
3,979 |
Contributed surplus |
|
|
|
86 |
|
|
|
83 |
Retained earnings |
|
|
|
5,528 |
|
|
|
5,155 |
Accumulated other comprehensive
loss |
12 |
|
|
(1,049) |
|
|
|
(558) |
|
|
|
|
8,560 |
|
|
|
8,659 |
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
|
13 |
|
|
|
14 |
|
|
|
|
8,573 |
|
|
|
8,673 |
|
|
|
$ |
17,986 |
|
|
$ |
18,139 |
See accompanying notes
MAGNA INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
[Unaudited]
[U.S. dollars in millions]
|
|
|
|
Common
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
Number |
|
|
Stated
Value |
|
|
Contri-
buted
Surplus |
|
|
Retained
Earnings |
|
|
AOCI (i) |
|
|
Non-
controlling
Interest |
|
|
Total
Equity |
|
|
[in millions] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2014 |
|
|
|
410.3 |
|
$ |
3,979 |
|
$ |
83 |
|
$ |
5,155 |
|
$ |
(558) |
|
$ |
14 |
|
$ |
8,673 |
Net
income |
|
|
|
|
|
|
|
|
|
|
|
|
465 |
|
|
|
|
|
(1) |
|
|
464 |
Other comprehensive
loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(491) |
|
|
|
|
|
(491) |
Shares issued on exercise of stock
options |
|
|
|
0.3 |
|
|
8 |
|
|
(2) |
|
|
|
|
|
|
|
|
|
|
|
6 |
Release of restricted stock |
|
|
|
|
|
|
5 |
|
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
— |
Stock-based compensation expense |
10 |
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
10 |
Dividends paid |
|
|
|
|
|
|
3 |
|
|
|
|
|
(92) |
|
|
|
|
|
|
|
|
(89) |
Balance, March 31,
2015 |
|
|
|
410.6 |
|
$ |
3,995 |
|
$ |
86 |
|
$ |
5,528 |
|
$ |
(1,049) |
|
$ |
13 |
|
$ |
8,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
Number |
|
|
Stated
Value |
|
|
Contri-
buted
Surplus |
|
|
Retained
Earnings |
|
|
AOCI (i) |
|
|
Non-
controlling
Interest |
|
|
Total
Equity |
|
|
[in millions
(restated)] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,
2013 |
|
|
|
442.3 |
|
$ |
4,230 |
|
$ |
69 |
|
$ |
5,011 |
|
$ |
313 |
|
$ |
16 |
|
$ |
9,639 |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
393 |
|
|
|
|
|
(1) |
|
|
392 |
Other comprehensive
loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(144) |
|
|
|
|
|
(144) |
Shares issued on exercise of stock
options |
|
|
|
1.3 |
|
|
32 |
|
|
(7) |
|
|
|
|
|
|
|
|
|
|
|
25 |
Release of restricted
stock |
|
|
|
|
|
|
5 |
|
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
— |
Repurchase and cancellation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
under normal course issuer bid |
11 |
|
|
(5.4) |
|
|
(52) |
|
|
|
|
|
(184) |
|
|
(4) |
|
|
|
|
|
(240) |
Stock-based compensation
expense |
10 |
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
10 |
Reclassification from liability |
10 |
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
7 |
Dividends paid |
|
|
|
0.1 |
|
|
2 |
|
|
|
|
|
(85) |
|
|
|
|
|
|
|
|
(83) |
Balance, March 31, 2014 |
|
|
|
438.3 |
|
$ |
4,217 |
|
$ |
74 |
|
$ |
5,135 |
|
$ |
165 |
|
$ |
15 |
|
$ |
9,606 |
(i) AOCI is Accumulated
Other Comprehensive Income. |
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
[Unaudited]
[All amounts in U.S. dollars and all tabular amounts in millions
unless otherwise noted]
1. SIGNIFICANT ACCOUNTING POLICIES
[a] Basis of presentation
The unaudited interim consolidated financial
statements of Magna International Inc. and its subsidiaries
[collectively "Magna" or the "Company"] have been prepared in U.S.
dollars following U.S. generally accepted accounting principles
["GAAP"] and the accounting policies as set out in note 1 to the
annual consolidated financial statements for the year ended
December 31, 2014.
The unaudited interim consolidated financial
statements do not conform in all respects to the requirements of
GAAP for annual financial statements. Accordingly, these unaudited
interim consolidated financial statements should be read in
conjunction with the December 31,
2014 audited consolidated financial statements and notes
included in the Company's 2014 Annual Report.
The unaudited interim consolidated financial
statements reflect all adjustments, which consist only of normal
and recurring adjustments, necessary to present fairly the
financial position at March 31, 2015
and the results of operations, changes in equity and cash flows for
the three-months ended March 31, 2015
and 2014.
[b] Stock Split
On March 25, 2015,
the Company completed a two-for-one stock split, which was
implemented by way of a stock dividend, whereby shareholders
received an additional Common Share for each Common Share held. All
equity-based compensation plans or arrangements were adjusted to
reflect the issuance of additional Common Shares.
Accordingly, all of the Company's issued and
outstanding Common Shares, incentive stock options, and restricted
and deferred stock units have been restated for all periods
presented to reflect the stock split. In addition, earnings per
Common Share, Cash dividends paid per Common Share, weighted
average exercise price for stock options and the weighted average
fair value of options granted have been restated for all periods
presented to reflect the stock split.
[c] Future Accounting Standard
Revenue Recognition
In May 2014, the
FASB issued ASU No. 2014-09, Revenue from Contracts with Customers:
Topic 606 (ASU 2014-09), to supersede nearly all existing revenue
recognition guidance under GAAP. The core principle of ASU 2014-09
is to recognize revenues when promised goods or services are
transferred to customers in an amount that reflects the
consideration that is expected to be received for those goods or
services. ASU 2014-09 is effective for the Company in the first
quarter of fiscal 2017 using either of two methods: [i]
retrospective to each prior reporting period presented with the
option to elect certain practical expedients as defined within ASU
2014-09; or [ii] retrospective with the cumulative effect of
initially applying ASU 2014-09 recognized at the date of initial
application and providing certain additional disclosures as defined
per ASU 2014-09. The Company is currently evaluating the impact of
its pending adoption of ASU 2014-09 on its consolidated financial
statements.
[d] Seasonality
The Company's businesses are generally not
seasonal. However, the Company's sales and profits are closely
related to its automotive customers' vehicle production schedules.
The Company's largest North American customers typically halt
production for approximately two weeks in July and one week in
December. Additionally, many of the Company's customers in
Europe typically shutdown vehicle
production during portions of August and one week in December.
2. OTHER EXPENSE, NET
During the first quarter 2014, the Company
recorded net restructuring charges of $22
million [$20 million after
tax] in Europe at its exterior and
interior systems operations.
3. EARNINGS PER SHARE
Earnings per share are computed as follows and
have been restated to reflect the effect of the Stock Split
[Note 1]:
|
|
Three
months ended
March 31, |
|
|
|
2015 |
|
|
|
2014 |
Basic earnings per Common
Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Magna
International Inc. |
|
$ |
465 |
|
|
$ |
393 |
|
|
|
|
|
|
|
|
Weighted average number of Common
Shares outstanding |
|
|
409.3 |
|
|
|
440.6 |
|
|
|
|
|
|
|
|
Basic earnings per Common Share |
|
$ |
1.14 |
|
|
$ |
0.89 |
|
|
|
|
|
|
|
|
Diluted earnings per Common
Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Magna
International Inc. |
|
$ |
465 |
|
|
$ |
393 |
|
|
|
|
|
|
|
|
Weighted average number of Common
Shares outstanding |
|
|
409.3 |
|
|
|
440.6 |
Adjustments |
|
|
|
|
|
|
|
|
Stock options and restricted stock [a] |
|
|
5.7 |
|
|
|
6.4 |
|
|
|
415.0 |
|
|
|
447.0 |
|
|
|
|
|
|
|
|
Diluted earnings per Common Share |
|
$ |
1.12 |
|
|
$ |
0.88 |
[a] |
For the three months ended March 31,
2015, diluted earnings per Common Share exclude 0.5 million [2014 -
0.4 million (restated)]
Common Shares issuable under the Company's Incentive Stock Option
Plan because these options were not "in-the-money". |
4. DETAILS OF CASH FROM OPERATING
ACTIVITIES
[a] Cash and cash equivalents:
|
|
|
March 31, |
|
|
|
December 31, |
|
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
Bank term deposits, bankers acceptances and
government paper |
|
$ |
993 |
|
|
$ |
1,058 |
Cash |
|
|
140 |
|
|
|
195 |
|
|
$ |
1,133 |
|
|
$ |
1,253 |
[b] Items not involving current cash
flows:
|
|
Three
months ended
March 31, |
|
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
205 |
|
|
$ |
217 |
Amortization of other assets included in cost of
goods sold |
|
|
29 |
|
|
|
29 |
Other non-cash
charges |
|
|
3 |
|
|
|
6 |
Equity income in excess of dividends
received |
|
|
(18) |
|
|
|
(11) |
Deferred income taxes |
|
|
(31) |
|
|
|
38 |
|
|
$ |
188 |
|
|
$ |
279 |
[c] Changes in non-cash operating assets
and liabilities:
|
Three months ended |
|
March 31, |
|
|
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
$ |
(543) |
|
|
$ |
(834) |
Inventories |
|
|
|
(124) |
|
|
|
(29) |
Prepaid expenses and
other |
|
|
|
(15) |
|
|
|
9 |
Accounts payable |
|
|
|
146 |
|
|
|
328 |
Accrued salaries and
wages |
|
|
|
74 |
|
|
|
105 |
Other accrued
liabilities |
|
|
|
51 |
|
|
|
168 |
Income taxes
receivable/payable |
|
|
|
53 |
|
|
|
56 |
|
|
|
$ |
(358) |
|
|
$ |
(197)
|
5. INVENTORIES
Inventories consist of:
|
|
|
|
March 31, |
|
|
|
December 31, |
|
|
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
Raw materials and supplies |
|
|
$ |
898 |
|
|
$ |
914 |
Work-in-process |
|
|
|
242 |
|
|
|
241 |
Finished goods |
|
|
|
316 |
|
|
|
362 |
Tooling and engineering |
|
|
|
1,275 |
|
|
|
1,240 |
|
|
|
$ |
2,731 |
|
|
$ |
2,757 |
Tooling and engineering inventory represents
costs incurred on tooling and engineering services contracts in
excess of billed and unbilled amounts included in accounts
receivable.
6. INCOME TAXES
For the first quarter of 2014, the Austrian
government enacted legislation abolishing the utilization of
foreign losses, where the foreign subsidiary is not a member of the
European Union. Furthermore, any foreign losses used by Austrian
entities arising in those non European Union subsidiaries are
subject to recapture in Austria.
As a consequence of this change, the Company recorded a charge to
tax expense of $32 million.
7. OTHER ASSETS
Other assets consist of:
|
|
|
|
March 31, |
|
|
|
December 31, |
|
|
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
Preproduction costs related to
long-term supply agreements with
contractual guarantee for reimbursement |
|
|
$ |
247 |
|
|
$ |
259 |
Customer relationship intangibles |
|
|
|
92 |
|
|
|
108 |
Long-term receivables |
|
|
|
82 |
|
|
|
87 |
Patents and licences, net |
|
|
|
34 |
|
|
|
36 |
Pension overfunded status |
|
|
|
13 |
|
|
|
13 |
Unrealized gain on cash flow hedges |
|
|
|
12 |
|
|
|
8 |
Other, net |
|
|
|
36 |
|
|
|
41 |
|
|
|
$ |
516 |
|
|
$ |
552 |
8. WARRANTY
The following is a continuity of the Company's
warranty accruals:
|
|
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
|
$ |
88 |
|
|
$ |
91 |
Expense, net |
|
|
|
7 |
|
|
|
7 |
Settlements |
|
|
|
(10) |
|
|
|
(7) |
Foreign exchange and other |
|
|
|
(6) |
|
|
|
— |
Balance, March 31 |
|
|
$ |
79 |
|
|
$ |
91 |
9. LONG-TERM EMPLOYEE BENEFIT LIABILITIES
The Company recorded long-term employee benefit
expenses as follows:
|
Three months ended |
|
March 31, |
|
|
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
Defined benefit pension plans and
other |
|
|
$ |
4 |
|
|
$ |
3 |
Termination and long service
arrangements |
|
|
|
7 |
|
|
|
9 |
|
|
|
$ |
11 |
|
|
$ |
12 |
10. STOCK-BASED COMPENSATION
[a] Incentive Stock Option Plan
The following is a continuity schedule of
options outstanding [number of options in the table below are
expressed in whole numbers] and has been restated to reflect the
effect of the Stock Split [note 1]:
|
|
2015 |
|
2014 |
|
|
Options outstanding |
|
|
|
|
Options
outstanding |
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
|
|
|
|
|
Number |
|
|
Number |
|
Exercise |
|
of options |
|
Number |
|
Exercise |
|
of options |
|
|
of
options |
|
price
(i) |
|
exercisable |
|
of options |
|
price
(i) |
|
exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
8,314,658 |
|
|
27.03 |
|
|
4,614,488 |
|
|
9,516,216 |
|
|
20.91 |
|
|
5,694,218 |
Granted |
|
|
1,614,336 |
|
|
68.24 |
|
|
— |
|
|
1,502,600 |
|
|
53.36 |
|
|
— |
Exercised |
|
|
(239,362) |
|
|
29.49 |
|
|
(239,362) |
|
|
(1,360,704) |
|
|
19.75 |
|
|
(1,360,704) |
Cancelled |
|
|
(103,332) |
|
|
34.30 |
|
|
— |
|
|
(33,998) |
|
|
26.10 |
|
|
(12,000) |
Vested |
|
|
— |
|
|
— |
|
|
1,965,904 |
|
|
— |
|
|
— |
|
|
1,558,768 |
March 31 |
|
|
9,586,300 |
|
|
33.83 |
|
|
6,341,030 |
|
|
9,624,114 |
|
|
26.12 |
|
|
5,880,282 |
(i) |
The exercise price noted above represents the weighted
average exercise price in Canadian dollars. |
The weighted average assumptions used in
measuring the fair value of stock options granted are as
follows:
|
Three months ended |
|
March 31, |
|
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
Risk free interest
rate |
|
|
0.97% |
|
|
|
1.60% |
Expected dividend
yield |
|
|
2.00% |
|
|
|
2.00% |
Expected volatility |
|
|
26% |
|
|
|
29% |
Expected time until exercise
|
|
|
4.6 years |
|
|
|
4.5 years |
|
|
|
|
|
|
|
|
Weighted average fair value of options granted in
period [Cdn$] (restated) |
|
$ |
12.84 |
|
|
$ |
11.47 |
[b] Long-term retention program
The following is a continuity of the stock that
has not been released to executives and is reflected as a reduction
in the stated value of the Company's Common Shares [number of
Common Shares in the table below are expressed in whole numbers]
and has been restated to reflect the effect of the Stock Split
[note 1]:
|
|
|
2015 |
|
|
|
2014 |
|
|
|
Number |
|
|
|
Stated |
|
|
|
Number |
|
|
|
Stated |
|
|
|
of shares |
|
|
|
value |
|
|
|
of shares |
|
|
|
value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awarded and not released, beginning of
period |
|
|
1,174,648 |
|
|
$ |
20 |
|
|
|
1,460,952 |
|
|
$ |
25 |
Release of restricted stock |
|
|
(286,312) |
|
|
|
(4) |
|
|
|
(286,304) |
|
|
|
(5) |
Awarded and not released, March 31 |
|
|
888,336 |
|
|
$ |
16 |
|
|
|
1,174,648 |
|
|
$ |
20 |
[c] Restricted stock unit
program
The following is a continuity schedule of
restricted stock unit programs outstanding [number of stock units
in the table below are expressed in whole numbers] and has been
restated to reflect the effect of the Stock Split [note
1]:
|
|
2015 |
|
2014 |
|
|
Equity |
|
Liability |
|
|
Equity |
|
|
|
|
|
Equity |
|
|
Liability |
|
|
Equity |
|
|
|
|
|
classified |
|
classified |
|
|
classified |
|
|
|
|
|
classified |
|
|
classified |
|
|
classified |
|
|
|
|
|
RSUs |
|
RSUs |
|
|
DSUs |
|
|
Total |
|
|
RSUs |
|
|
RSUs |
|
|
DSUs |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of
period |
|
985,278 |
|
46,052 |
|
|
303,261 |
|
|
1,334,591 |
|
|
1,263,708 |
|
|
60,238 |
|
|
254,894 |
|
|
1,578,840 |
Granted |
|
120,958 |
|
15,790 |
|
|
12,112 |
|
|
148,860 |
|
|
101,618 |
|
|
16,050 |
|
|
12,630 |
|
|
130,298 |
Dividend equivalents |
|
424 |
|
262 |
|
|
1,009 |
|
|
1,695 |
|
|
505 |
|
|
306 |
|
|
1,058 |
|
|
1,869 |
Released |
|
(16,518) |
|
— |
|
|
— |
|
|
(16,518) |
|
|
(16,518) |
|
|
— |
|
|
— |
|
|
(16,518) |
Balance, March
31 |
|
1,090,142 |
|
62,104 |
|
|
316,382 |
|
|
1,468,628 |
|
|
1,349,313 |
|
|
76,594 |
|
|
268,582 |
|
|
1,694,489 |
[d] Compensation expense related to
Stock-based compensation
Stock-based compensation expense recorded in
selling, general and administrative expenses related to the above
programs is as follows:
|
|
Three months ended
March 31, |
|
|
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
Incentive Stock Option Plan |
|
|
$ |
3 |
|
|
$ |
4 |
Long-term retention |
|
|
|
1 |
|
|
|
1 |
Restricted stock unit |
|
|
|
6 |
|
|
|
5 |
Total stock-based compensation expense |
|
|
$ |
10 |
|
|
$ |
10 |
11. COMMON SHARES
[a] During the first quarter of 2014, the
Company repurchased 5,420,000 shares [restated to reflect the
effect of the Stock Split [note 1]] under a normal course
issuer bid for cash consideration of $240
million.
[b] The following table presents the
maximum number of shares that would be outstanding if all the
dilutive instruments outstanding at May 6,
2015 were exercised or converted:
Common Shares |
|
|
|
|
|
|
|
|
|
|
|
410,776,410 |
Stock options (i) |
|
|
|
|
|
|
|
|
|
|
|
9,390,712 |
|
|
|
|
|
|
|
|
|
|
|
|
420,167,122 |
(i) |
Options to purchase Common Shares are exercisable by the
holder in accordance with the vesting provisions and upon payment
of the exercise price as may be determined from time to time
pursuant to the Company's stock option plans. |
12. ACCUMULATED OTHER COMPREHENSIVE (LOSS)
INCOME
The following is a continuity schedule of
accumulated other comprehensive (loss) income:
|
|
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
Accumulated net unrealized (loss) gain
on translation of net investment in foreign operations |
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
|
$ |
(255) |
|
|
$ |
454 |
|
Net unrealized loss |
|
|
|
(438) |
|
|
|
(112) |
|
Repurchase of shares under normal course issuer
bid |
|
|
|
— |
|
|
|
(4) |
|
Balance, March 31 |
|
|
|
(693) |
|
|
|
338 |
|
|
|
|
|
|
|
|
|
Accumulated net unrealized loss on
cash flow hedges (i) |
|
|
|
|
|
|
|
|
|
Balance, beginning of
period |
|
|
|
(113) |
|
|
|
(20) |
|
Net unrealized loss |
|
|
|
(65) |
|
|
|
(31) |
|
Reclassification of net loss (gain) to net
income |
|
|
|
11 |
|
|
|
(1) |
|
Balance, March 31 |
|
|
|
(167) |
|
|
|
(52) |
|
|
|
|
|
|
|
|
|
Accumulated net unrealized loss on
pensions (ii) |
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
|
|
(186) |
|
|
|
(117) |
|
Net unrealized loss |
|
|
|
(1) |
|
|
|
— |
|
Reclassification of net loss to net income
|
|
|
|
1 |
|
|
|
1 |
|
Balance, March 31 |
|
|
|
(186) |
|
|
|
(116) |
|
|
|
|
|
|
|
|
|
Accumulated net unrealized loss on
available-for-sale investments |
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
|
|
(4) |
|
|
|
(4) |
|
Net unrealized gain (loss) |
|
|
|
1 |
|
|
|
(1) |
|
Balance, March 31 |
|
|
|
(3) |
|
|
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
Total accumulated other comprehensive (loss)
income |
|
|
$ |
(1,049) |
|
|
$ |
165 |
(i) The amount of income tax benefit
that has been netted in the accumulated net unrealized loss on cash
flow hedges is as follows:
|
|
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
|
|
$ 44 |
|
|
|
$ 5 |
Net unrealized loss |
|
|
|
27 |
|
|
|
10 |
Reclassification of net (loss) gain to net
income |
|
|
|
(5) |
|
|
|
1 |
Balance, March 31 |
|
|
|
$ 66 |
|
|
|
$ 16 |
|
|
|
|
|
|
|
|
|
(ii) The amount of income tax benefit that has been
netted in the accumulated net unrealized loss on pensions is as
follows:
|
|
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
|
|
$ 36 |
|
|
|
$ 14 |
Reclassification of net loss to net
income |
|
|
|
— |
|
|
|
— |
Balance, March 31 |
|
|
|
$ 36 |
|
|
|
$ 14 |
|
|
|
|
|
|
|
|
|
The amount of other comprehensive loss that is
expected to be reclassified to net income over the next 12 months
is $80 million [net of income taxes
of $33 million].
13. FINANCIAL INSTRUMENTS
[a] The Company's financial assets and
financial liabilities consist of the following:
|
|
|
March 31, |
|
|
December 31, |
|
|
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
Trading |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
$ |
1,133 |
|
|
$ |
1,253 |
|
Investment in ABCP |
|
|
|
82 |
|
|
|
88 |
|
|
|
$ |
1,215 |
|
|
$ |
1,341 |
|
|
|
|
|
|
|
|
|
Held to maturity investments |
|
|
|
|
|
|
|
|
|
Severance investments |
|
|
$ |
4 |
|
|
$ |
4 |
|
|
|
|
|
|
|
|
|
Available-for-sale |
|
|
|
|
|
|
|
|
|
Equity investments |
|
|
$ |
6 |
|
|
$ |
5 |
|
|
|
|
|
|
|
|
|
Loans and receivables |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
$ |
5,895 |
|
|
$ |
5,635 |
|
Long-term receivables included in other
assets |
|
|
|
82 |
|
|
|
87 |
|
|
|
$ |
5,977 |
|
|
$ |
5,722 |
|
|
|
|
|
|
|
|
|
Other financial liabilities |
|
|
|
|
|
|
|
|
|
Bank indebtedness |
|
|
$ |
85 |
|
|
$ |
33 |
|
Long-term debt (including portion due within one
year) |
|
|
|
957 |
|
|
|
995 |
|
Accounts payable |
|
|
|
5,013 |
|
|
|
5,105 |
|
|
|
$ |
6,055 |
|
|
$ |
6,133 |
|
|
|
|
|
|
|
|
|
Derivatives designated as effective
hedges, measured at fair value |
|
|
|
|
|
|
|
|
|
Foreign currency contracts |
|
|
|
|
|
|
|
|
|
Prepaid expenses |
|
|
$ |
40 |
|
|
$ |
22 |
|
Other assets |
|
|
|
12 |
|
|
|
8 |
|
Other accrued liabilities |
|
|
|
(144) |
|
|
|
(93) |
|
Other long-term
liabilities |
|
|
|
(124) |
|
|
|
(82) |
|
|
|
|
(216) |
|
|
|
(145) |
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts |
|
|
|
|
|
|
|
|
|
Other accrued liabilities |
|
|
|
(1) |
|
|
|
(1) |
|
|
|
$ |
(217) |
|
|
$ |
(146) |
[b] Derivatives designated as effective
hedges, measured at fair value
The Company presents derivatives that are
designated as effective hedges at gross fair values in the
consolidated balance sheets. However, master netting and other
similar arrangements allow net settlements under certain
conditions. The following table shows the Company's derivative
foreign currency contracts at gross fair value as reflected in the
consolidated balance sheets and the unrecognized impacts of master
netting arrangements:
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
|
amounts |
|
|
amounts |
|
|
|
|
|
|
|
presented |
|
|
not offset |
|
|
|
|
|
|
|
in consolidated |
|
|
in consolidated |
|
|
|
|
|
|
|
balance sheets |
|
|
balance sheets |
|
|
Net amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
$ |
52 |
|
|
$ |
49 |
|
|
$ |
3 |
|
Liabilities |
|
|
$ |
(267) |
|
|
$ |
(49) |
|
|
$ |
(218) |
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
$ |
30 |
|
|
$ |
28 |
|
|
$ |
2 |
|
Liabilities |
|
|
$ |
(174) |
|
|
$ |
(28) |
|
|
$ |
(146) |
[c] Fair value
The Company determined the estimated fair values
of its financial instruments based on valuation methodologies it
believes are appropriate; however, considerable judgment is
required to develop these estimates. Accordingly, these estimated
fair values are not necessarily indicative of the amounts the
Company could realize in a current market exchange. The estimated
fair value amounts can be materially affected by the use of
different assumptions or methodologies. The methods and assumptions
used to estimate the fair value of financial instruments are
described below:
Cash and cash equivalents, accounts
receivable, bank indebtedness and accounts payable.
Due to the short period to maturity of the
instruments, the carrying values as presented in the consolidated
balance sheets are reasonable estimates of fair values.
Investments
At March 31, 2015,
the Company held Canadian third party asset-backed commercial paper
["ABCP"] with a face value of Cdn$107
million [December 31, 2014 -
Cdn$107 million]. The carrying value and estimated fair value of
this investment was Cdn$103 million
[December 31, 2014 - Cdn$102 million]. As fair value information is
not readily determinable for the Company's investment in ABCP, the
fair value was based on a valuation technique estimating the fair
value from the perspective of a market participant.
At March 31, 2015,
the Company held available-for-sale investments in publicly traded
companies. The carrying value and fair value of these investments
was $6 million, which was based on
the closing share price of the investments on March 31, 2015.
Term debt
The Company's term debt includes $160 million due within one year. Due to the
short period to maturity of this debt, the carrying value as
presented in the consolidated balance sheets is a reasonable
estimate of its fair value.
Senior Notes
At March 31, 2015,
the total estimated fair value of the Senior Notes was
approximately $766 million,
determined primarily using active market prices, categorized as
Level 1 inputs within GAAP's fair value hierarchy.
[d] Currency risk and foreign exchange
contracts
At March 31, 2015,
the Company had outstanding foreign exchange forward contracts
representing commitments to buy and sell various foreign
currencies. Significant commitments are as follows:
|
|
|
|
Buys |
|
|
|
Sells |
|
|
|
|
|
|
|
|
|
For Canadian
dollars |
|
|
|
|
|
|
|
|
|
U.S. amount |
|
|
|
283 |
|
|
|
1,372 |
|
euro amount |
|
|
|
56 |
|
|
|
10 |
|
Korean won amount |
|
|
|
22,022 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
For U.S. dollars |
|
|
|
|
|
|
|
|
|
Peso amount |
|
|
|
8,146 |
|
|
|
113 |
|
Korean won amount |
|
|
|
35,210 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
For euros |
|
|
|
|
|
|
|
|
|
U.S. amount |
|
|
|
207 |
|
|
|
406 |
|
GBP amount |
|
|
|
18 |
|
|
|
45 |
|
Czech Koruna amount |
|
|
|
6,245 |
|
|
|
— |
|
Polish Zlotys amount |
|
|
|
271 |
|
|
|
— |
Forward contracts mature at various dates
through 2019. Foreign currency exposures are reviewed
quarterly.
14. CONTINGENCIES
From time to time, the Company may become
involved in regulatory proceedings, or become liable for legal,
contractual and other claims by various parties, including
customers, suppliers, former employees, class action plaintiffs and
others. On an ongoing basis, the Company attempts to assess the
likelihood of any adverse judgments or outcomes to these
proceedings or claims, together with potential ranges of probable
costs and losses. A determination of the provision required, if
any, for these contingencies is made after analysis of each
individual issue. The required provision may change in the future
due to new developments in each matter or changes in approach such
as a change in settlement strategy in dealing with these
matters.
[a] In November
1997, the Company and two of its subsidiaries were sued by
KS Centoco Ltd., an Ontario-based
steering wheel manufacturer in which the Company has a 23% equity
interest, and by Centoco Holdings Limited, the owner of the
remaining 77% equity interest in KS Centoco Ltd. In March 1999, the plaintiffs were granted leave to
make substantial amendments to the original statement of claim in
order to add several new defendants and claim additional remedies,
and in February 2006, the plaintiffs
further amended their claim to add an additional remedy. The
amended statement of claim alleges, among other things:
- breach of fiduciary duty by the Company and two of its
subsidiaries;
- breach by the Company of its binding letter of intent with KS
Centoco Ltd., including its covenant not to have any interest,
directly or indirectly, in any entity that carries on the airbag
business in North America, other
than through MST Automotive Inc., a company to be 77% owned by
Magna and 23% owned by Centoco Holdings Limited;
- the plaintiff's exclusive entitlement to certain airbag
technologies in North America
pursuant to an exclusive licence agreement, together with an
accounting of all revenues and profits resulting from the alleged
use by the Company, TRW Inc. ["TRW"] and other unrelated third
party automotive supplier defendants of such technology in
North America;
- a conspiracy by the Company, TRW and others to deprive KS
Centoco Ltd. of the benefits of such airbag technology in
North America and to cause Centoco
Holdings Limited to sell to TRW its interest in KS Centoco Ltd. in
conjunction with the Company's sale to TRW of its interest in MST
Automotive GmbH and TEMIC Bayern-Chemie Airbag GmbH; and
- oppression by the defendants.
The plaintiffs are seeking, amongst other
things, damages of approximately Cdn$3.5
billion. Document production, completion of undertakings and
examinations for discovery are substantially complete, although
limited additional examinations for discovery may occur. A trial is
not expected to commence until 2016, at the earliest. The Company
believes it has valid defences to the plaintiffs' claims and
therefore intends to continue to vigorously defend this case.
Notwithstanding the amount of time which has transpired since the
claim was filed, these legal proceedings remain at an early stage
and, accordingly, it is not possible to predict their outcome.
[b] In September
2013, representatives of the Bundeskartellamt, the German
Federal Cartel Office, attended at one of the Company's operating
divisions in Germany to obtain
information in connection with an ongoing antitrust investigation
relating to suppliers of automotive textile coverings and
components, particularly trunk linings.
In September 2014,
the Conselho Administrativo de Defesa Economica, Brazil's Federal competition authority,
attended at one of the Company's operating divisions in
Brazil to obtain information in
connection with an ongoing antitrust investigation relating to
suppliers of automotive door latches and related products.
Proceedings of this nature can often continue
for several years. Where wrongful conduct is found, the relevant
antitrust authority can, depending on the jurisdiction, initiate
administrative or criminal legal proceedings and impose
administrative or criminal fines or penalties taking into account
several mitigating and aggravating factors. In the case of
the German Federal Cartel Office, administrative fines are tied to
the level of affected sales and the consolidated sales of the group
of companies to which the offending entity belongs. At this time,
management is unable to predict the duration or outcome of the
German and Brazilian investigations, including whether any
operating divisions of the Company will be found liable for any
violation of law or the extent or magnitude of any liability, if
found to be liable.
The Company's policy is to comply with all
applicable laws, including antitrust and competition laws. The
Company has initiated a global review focused on antitrust risk led
by a team of external counsel. If any antitrust violation is found
as a result of the above-referenced investigations or otherwise,
Magna could be subject to fines, penalties and civil,
administrative or criminal legal proceedings that could have a
material adverse effect on Magna's profitability in the year in
which any such fine or penalty is imposed or the outcome of any
such proceeding is determined. Additionally, Magna could be subject
to other consequences, including reputational damage, which could
have a material adverse effect on the Company.
[c] In certain circumstances, the Company
is at risk for warranty costs including product liability and
recall costs. Due to the nature of the costs, the Company makes its
best estimate of the expected future costs [note 8];
however, the ultimate amount of such costs could be materially
different. The Company continues to experience increased customer
pressure to assume greater warranty responsibility. Currently,
under most customer agreements, the Company only accounts for
existing or probable claims. Under certain complete vehicle
engineering and assembly contracts, the Company records an estimate
of future warranty-related costs based on the terms of the specific
customer agreements, and the specific customer's warranty
experience.
15. SEGMENTED INFORMATION
The Company's chief operating decision maker
uses Adjusted EBIT as the measure of segment profit or loss, since
management believes Adjusted EBIT is the most appropriate measure
of operational profitability or loss for its reporting segments.
Adjusted EBIT represents income from operations before income
taxes; interest expense, net; and other expense, net.
The following tables show segment information for the Company's
reporting segments and a reconciliation of Adjusted EBIT to the
Company's consolidated income from operations before income
taxes:
|
|
Three months ended |
|
Three months ended |
|
|
March 31, 2015 |
|
March
31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed |
|
|
|
|
|
|
|
|
|
|
|
Fixed |
|
|
|
Total |
|
|
External |
|
|
Adjusted |
|
|
assets, |
|
|
Total |
|
|
External |
|
|
Adjusted |
|
|
assets, |
|
|
|
sales |
|
|
sales |
|
|
EBIT |
|
|
net |
|
|
sales |
|
|
sales |
|
|
EBIT |
|
|
net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
$ |
1,464 |
|
$ |
1,359 |
|
|
|
|
$ |
610 |
|
$ |
1,604 |
|
$ |
1,487 |
|
|
|
|
$ |
574 |
|
United States |
|
|
2,408 |
|
|
2,303 |
|
|
|
|
|
1,280 |
|
|
2,321 |
|
|
2,197 |
|
|
|
|
|
1,117 |
|
Mexico |
|
|
1,095 |
|
|
1,011 |
|
|
|
|
|
671 |
|
|
1,039 |
|
|
958 |
|
|
|
|
|
609 |
|
Eliminations |
|
|
(270) |
|
|
— |
|
|
|
|
|
— |
|
|
(296) |
|
|
— |
|
|
|
|
|
— |
|
|
|
4,697 |
|
|
4,673 |
|
|
$ 460 |
|
|
2,561 |
|
|
4,668 |
|
|
4,642 |
|
|
$ 443 |
|
|
2,300 |
Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Western Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(excluding Great
Britain) |
|
|
2,404 |
|
|
2,342 |
|
|
|
|
|
1,213 |
|
|
3,080 |
|
|
3,015 |
|
|
|
|
|
1,392 |
|
Great Britain |
|
|
200 |
|
|
199 |
|
|
|
|
|
105 |
|
|
182 |
|
|
182 |
|
|
|
|
|
73 |
|
Eastern Europe |
|
|
602 |
|
|
528 |
|
|
|
|
|
499 |
|
|
628 |
|
|
530 |
|
|
|
|
|
656 |
|
Eliminations |
|
|
(93) |
|
|
— |
|
|
|
|
|
— |
|
|
(117) |
|
|
— |
|
|
|
|
|
— |
|
|
|
3,113 |
|
|
3,069 |
|
|
124 |
|
|
1,817 |
|
|
3,773 |
|
|
3,727 |
|
|
127 |
|
|
2,121 |
Asia |
|
|
483 |
|
|
455 |
|
|
47 |
|
|
665 |
|
|
463 |
|
|
428 |
|
|
29 |
|
|
596 |
Rest of World |
|
|
133 |
|
|
133 |
|
|
(4) |
|
|
67 |
|
|
161 |
|
|
161 |
|
|
(13) |
|
|
102 |
Corporate and Other |
|
|
(96) |
|
|
— |
|
|
15 |
|
|
358 |
|
|
(104) |
|
|
3 |
|
|
19 |
|
|
269 |
Total reportable
segments |
|
|
8,330 |
|
|
8,330 |
|
|
642 |
|
|
5,468 |
|
|
8,961 |
|
|
8,961 |
|
|
605 |
|
|
5,388 |
Other expense,
net |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
(22) |
|
|
|
Interest expense,
net |
|
|
|
|
|
|
|
|
(11) |
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
|
|
|
|
$ |
8,330 |
|
$ |
8,330 |
|
$ |
631 |
|
|
5,468 |
|
$ |
8,961 |
|
$ |
8,961 |
|
$ |
581 |
|
|
5,388 |
Current
assets |
|
|
|
|
|
|
|
|
|
|
|
10,151 |
|
|
|
|
|
|
|
|
|
|
|
10,551 |
Investments, goodwill,
deferred tax assets and other
assets |
|
|
|
|
|
|
|
|
|
|
|
2,367 |
|
|
|
|
|
|
|
|
|
|
|
2,609 |
Consolidated total
assets |
|
|
|
|
|
|
|
|
|
|
$ |
17,986 |
|
|
|
|
|
|
|
|
|
|
$ |
18,548 |
16. SUBSEQUENT EVENTS
[a] Divestiture of Interiors
Operations
On April 16, 2015,
the Company announced the signing of an agreement to sell
substantially all of its interiors operations to Grupo Antolin. The purchase price for the
operations, excluding certain assets, is approximately $525 million, subject to customary closing
adjustments. The transaction is subject to customary closing
conditions, including regulatory approval, and is expected to close
in the third quarter of 2015. The planned divestiture will be
reported as discontinued operations upon closing. Sales
related to the interiors operations being divested were
approximately $2.4 billion and
$2.5 billion for the years ended
December 31, 2014 and 2013,
respectively. Magna will continue managing its seating
operations, which are not included in this agreement.
[b] Formation of Joint Venture
On May 4, 2015,
the Company and Chongqing Xingqiaorui ["Xingqiaorui"] announced the
signing of an agreement to form a strategic joint venture in
China to supply body and chassis
components to the Chinese market. Under the terms of the
agreement, the Company will hold a 53% stake in the joint venture
while Xingqiaorui will hold the remaining 47%. The
transaction is expected to close in late 2015 or early 2016,
subject to regulatory approvals.
[c] Sale of Battery Systems
On May 5, 2015,
the Company sold its battery pack business to Samsung SDI for
proceeds of approximately $120
million.
[d] Credit Facility Extension
On April 24, 2015,
the Company's $2.25 billion revolving
credit facility maturing June 20,
2019 was extended to June 22,
2020. The facility includes a $200
million Asian tranche, a $50
million Mexican tranche and a tranche for Canada, U.S. and Europe, which is fully transferable between
jurisdictions and can be drawn in U.S. dollars, Canadian dollars or
euros.
SOURCE Magna International Inc.