EARNINGS CALL PRESENTATION - Q3 2019 - OCTOBER 31, 2019 - BORGWARNER

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EARNINGS CALL PRESENTATION - Q3 2019 - OCTOBER 31, 2019 - BORGWARNER
Earnings Call Presentation
   Q3 2019

October 31, 2019
EARNINGS CALL PRESENTATION - Q3 2019 - OCTOBER 31, 2019 - BORGWARNER
Safe Harbor Statement
Statements in this presentation may constitute forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that are based
on management’s current outlook, expectations, estimates and projections. Words such as “anticipates,” “believes,” “continues,” “could,” “designed,” “effect,”
“estimates,” “evaluates,” “expects,” “forecasts,” “goal,” “guidance,” “initiative,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “project,” “pursue,” “seek,”
“should,” “target,” “when,” “will,” “would,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-
looking statements are not guarantees of performance, and the Company’s actual results may differ materially from those expressed, projected or implied in or
by the forward-looking statements. These risks and uncertainties, among others, include: our dependence on automotive and truck production, both of which are
highly cyclical; our reliance on major OEM customers; commodities availability and pricing; supply disruptions; fluctuations in interest rates and foreign currency
exchange rates; availability of credit; our dependence on key management; our dependence on information systems; the uncertainty of the global economic
environment; the outcome of existing or any future legal proceedings, including litigation with respect to various claims; future changes in laws and regulations,
including, by way of example, tariffs, in the countries in which we operate; and other risks noted in reports that we file with the Securities and Exchange
Commission, including the Risk Factors in our most recently filed Annual Report on Form 10-K. We do not undertake any obligation to update or announce
publicly any updates to or revision to any of the forward-looking statements in this presentation to reflect any change in our expectations or any change in events,
conditions, circumstances, or assumptions underlying the statements.

Non-GAAP Financial Measures
This presentation contains information about BorgWarner’s financial results which is not presented in accordance with accounting principles generally accepted
in the United States (“GAAP”). Such non-GAAP financial measures are reconciled to their closest GAAP financial measures in the Appendix. The provision of
these comparable GAAP financial measures for 2019 is not intended to indicate that BorgWarner is explicitly or implicitly providing projections on those GAAP
financial measures, and actual results for such measures are likely to vary from those presented. The reconciliations include all information reasonably available
to the company at the date of this presentation and the adjustments that management can reasonably predict.

Management believes that these non-GAAP financial measures are useful to management, investors, and banking institutions in their analysis of the Company's
business and operating performance. Management also uses this information for operational planning and decision-making purposes.

Non-GAAP financial measures are not and should not be considered a substitute for any GAAP measure. Additionally, because not all companies use identical
calculations, the non-GAAP financial measures as presented by BorgWarner may not be comparable to similarly titled measures reported by other companies.

© BorgWarner Inc.                                                                2
EARNINGS CALL PRESENTATION - Q3 2019 - OCTOBER 31, 2019 - BORGWARNER
Agenda

▪ Fred Lissalde – Chief Executive Officer

▪ Kevin Nowlan – Chief Financial Officer

▪ Q&A

© BorgWarner Inc.                          3
EARNINGS CALL PRESENTATION - Q3 2019 - OCTOBER 31, 2019 - BORGWARNER
Third Quarter Highlights
                                                                               ▪ Q3 organic revenue performance and
               Net Sales                                   Adj. EPS*
                                                                                 outgrowth ahead of expectations
       Organic Sales Growth                            Above High End of
             of 4.5%                                    Guidance Range
                                                                               ▪ Cost controls benefitting incremental
                                                                                 margins
         $2,478            $2,492
                                                       $0.90
                                                                   $0.96       ▪ Strong cash generation with $478M
                                                        to
                                                       $0.83
                                                                                 YTD free cash flow
                490 BPS
                Outgrowth
                                                                               ▪ Multiple new product awards,
                                                                                 including for electric vehicles
      Q3 2018            Q3 2019                      Q3 Guide Q3 Actual

** Adj. EPS on this slide is a non-US GAAP measure.
   See reconciliation to US GAAP in Appendix.

© BorgWarner Inc.                                                          4
EARNINGS CALL PRESENTATION - Q3 2019 - OCTOBER 31, 2019 - BORGWARNER
Cash Flow Generation Focus
           ($ millions)

700

                          Free Cash Flow*                                                   2014-2018 Accumulated Capital
                                                                                                  Deployment Mix**
600

                             $620

500
           $535
                                              $580
                                                                                                                                       ▪ Free cash flow generation
                                                                $478                                        Dividends                    supported by strong margin and
                                                                                                               19%
400

                                                                                                                                         earnings profile
                                                                                                                                       ▪ Increased management
300
                                                                                                                        M&A Activity
                                                                                                                           48%
                                                                                                        Share
200
                                                                                                     Repurchases                         prioritization over last 18 months
                                                                                                         33%

100
                                                                                                                                       ▪ Continuing with balanced capital
                                                                                                                                         deployment strategy
 -

           2016              2017             2018          YTD 9 Mos.
                                                              2019

      * Free Cash Flow on this slide is a non-US GAAP measure. See reconciliation to US GAAP in Appendix.
      ** Excludes increases in net debt, which were a source of cash from 2014-2018.

                        Free Cash Flow Generation supports Balanced Capital Deployment Strategy

           © BorgWarner Inc.                                                                                       5
EARNINGS CALL PRESENTATION - Q3 2019 - OCTOBER 31, 2019 - BORGWARNER
Sustaining Product Leadership in Combustion Propulsion

                    Wastegate Turbocharger                EGR Cooler and Tube
                   for small gasoline engines          for a gasoline engine launching in
               launched in 2019 with global OEM.             2021 with Indian OEM.

© BorgWarner Inc.                                  6
Secured Wins on Two New Electric Products

        Torque-Vectoring Dual-Clutch                          Integrated Drive Module (iDM)
    for EV with major global OEM launching in               for EV brand in China launching in 2021.
 2022. Two-clutch design replaces conventional             Complete module fully integrates our power
  differential in electric driveline while improving          electronics into our electric motor and
           handling and maneuverability.                                   transmission.

© BorgWarner Inc.                                      7
Industry Perspective
           BorgWarner Global Market                                        North America                                   Europe                          China

        Q3 Actual                   FY Est.

           -0.4%                                                      Q3 Actual             FY Est.                                            Q3 Actual           FY Est.
                                                                                                               Q3 Actual            FY Est.

                                                                                                                    0.5%

                                                                         -0.4%

                                                                                            -2.5% to
                                                                                              -3.5%                                 -3.5% to
                                                                                                                                      -4.0%      -5.5%

                               -4.0% to -4.5%
                                                                                                                                                                   -9.0% to
                                                                                                                                                                    -11.0%

Note: Q3 light-vehicle production market based on October IHS data, FY Est. based on BorgWarner’s market forecast

© BorgWarner Inc.                                                                     8
BorgWarner Q3 2019 Net Sales Walk
$ in millions

                            Q3 2018 net sales        $2,478

                       Thermostat Divestiture         $(29)

                      Q3 2018 proforma excl.
                                                    $2,449
                       Thermostat business

                                          FX        ($66)

                                     Backlog                   $153

                    Market growth and pricing          $(44)

                            Q3 2019 net sales        $2,492

© BorgWarner Inc.                               9
BorgWarner Financial Results & Adj. Operating Income
$ in millions

                                                                                                                   Three months ended
  Q3 2018 adj. operating income      $293              (in millions, except per share amounts)
                                                                                                                      September 30
                                                       GAAP & Non GAAP Financials
                                                                                                                    2018        2019

           Thermostat Divestiture     $(1)             Sales                                                          $2,478                 $2,492

                                                       Adj. operating margin*                                           $293                  $294
           Q3 2018 proforma excl.                      Adj. Operating Margin %                                         11.8%                 11.8%
                                     $292
            Thermostat business
                                                       Adj. diluted EPS from
                                                                                                                        $1.00                 $0.96
                                                       continuing operations**
                               FX    $(7)
                                                       Free Cash Flow***                                                 $126                  $255

           Market growth, pricing,
               backlog and other             $9
                                                   *    Adj. Operating Margin and Adj. Operating Margin % on this slide is a non-US GAAP measure.
                                                        See reconciliation to US GAAP in Appendix
                                                   ** Adj. EPS on this slide is a non-US GAAP measure. See reconciliation to US GAAP in Appendix.
  Q3 2019 adj. operating income      $294          *** Free Cash Flow on this slide is a non-US GAAP measure. See reconciliation to US GAAP in
                                                       Appendix.

© BorgWarner Inc.                             10
Segment Net Sales & Adj. EBIT Margin*
$ in millions
                                                                             Net Sales
                                              Q3 2018 proforma excl.
                                                                                                          ▪ Growth in Europe partially offset by
                                                                               15.9%
         ENGINE                                Thermostat business             Adj. Margin   $1,487

                                                                        FX                    $(42)
                                                                                                            lower China volumes
                                                Market growth, price
                                               and net new business
                                                                                                  $69
                                                                                                          ▪ Benefit of higher sales and cost
                                                     Q3 2019 net sales
                                                                               15.9%
                                                                                              $1,514
                                                                                                            savings
                                                                               Adj. Margin

                                                                               11.1%
                                                    Q3 2018 net sales                              $976
    DRIVETRAIN                                                                 Adj. Margin
                                                                                                          ▪ Growth driven by higher China and
                                                                       FX                         ($24)     Europe revenue
                                                Market growth, price
                                               and net new business                                $41
                                                                                                          ▪ Margins impacted by higher R&D
                                                    Q3 2019 net sales
                                                                               10.1%
                                                                               Adj. Margin         $993
                                                                                                            and startup costs for launches

*   Adj. EBIT Margin and Adj. Operating Margin % on this slide is a non-US GAAP measure.
    See reconciliation to US GAAP in Appendix

© BorgWarner Inc.                                                                            11
2019 Sales Walk and Guidance
$ in millions
                            Net Sales                                                              Full-year 2019 Guidance

                            12.3%
           2018 net sales                     $10,530
                            Adj. Margin                                               Organic revenue change of -1.0% to Flat
 Thermostat Divestiture                         $(90)                                 350 to 400 basis points of outgrowth
    2018 proforma excl.
                                             $10,440                                  Adj. EPS $3.85 - $4.00*
   Thermostat business

                      FX                     $(375)
                                                                                      Free cash flow $550 - $600 million**

                Backlog                       $515       $580

      Market growth and
                                            $(630)      $(545)
                pricing

                            11.7% – 12.0%
           2019 net sales   Adj. Margin     $9,950    $10,100

                                                                      * Adj. EPS on this slide is a non-US GAAP measure. See reconciliation to US GAAP in Appendix.
                                                                      ** Free Cash Flow on this slide is a non-US GAAP measure. See reconciliation to US GAAP in Appendix.

© BorgWarner Inc.                                                12
Sale of Asbestos Liability Subsidiary
▪ On 10/30, executed transaction to sell
   100% of asbestos liability subsidiary to                      Annual Cash Costs of Asbestos Liabilities ($M)
   Enstar Holdings (US) LLC
                                                                       62         62
    ▪ Capitalized entity being sold with $172M of
       cash at closing                                                                                     51
     ▪ Expected to remove $772M of asbestos               47            23         21
                                                                                           45                     46
       liabilities and related assets from balance                                                          21
       sheet                                               24                                                      20
                                                                                            22

▪ Eliminates annual cash costs associated
   with defending and settling specific                                 39         41
                                                                                                            30
   asbestos-related cases                                  23                               23
                                                                                                                   26

▪ Strategic deployment of capital to insulate
                                                          2013         2014       2015     2016            2017   2018
   company from ongoing exposure to
                                                                               Indemnity         Defense
   asbestos liabilities

© BorgWarner Inc.                                    13
Thank you!

© BorgWarner Inc.       14
Appendix

© BorgWarner Inc.     15
Third Quarter Reconciliation to US GAAP
 Adjusted Operating Income
 The Company defines adjusted operating income as operating income adjusted to eliminate the impact of restructuring expense, merger, acquisition and divestiture expense,
 other net expenses, discontinued operations, and other gains and losses not reflective of the Company’s ongoing operations.

                                                                                   Three Months Ended              Nine Months Ended
                                    Q3 2018 to Q3 2019
                                                                                      September 30,                  September 30,

                                    $ in millions                                      2019          2018           2019          2018
                                    Sales                                         $      2,492   $     2,478   $      7,609   $     7,956

                                    Gross profit                                  $       524 $         515    $     1,556 $       1,686
                                    Gross profit %                                       21.0%         20.8%         20.4%         21.2%

                                    Operating income                              $       276 $         278    $       825 $         924
                                    Operating margin %                                   11.1%         11.2%          10.8%         11.6%

                                    Non-comparable items:
                                    Restructuring and other expense                        14              7            41            44
                                    Merger, acquisition and divestiture expense             4              2            10             5
                                    Officer stock awards modification                      -               6             2             2
                                    Loss on arbitration                                    -              -             14            -
                                    Gain on commerical settlement                          -              -             -             (3)
                                    Pension settlement loss                                -              -             -             -
                                    Tax adjustments                                        -              -             -             -

                                    Adjusted operating income                     $       294 $         293    $       892 $         972
                                    Adjusted operating income margin %                   11.8%         11.8%          11.7%         12.2%

© BorgWarner Inc.                                                                 16
Third Quarter Segment Reconciliation to US GAAP
 Adjusted EBIT
 The Company defines adjusted EBIT as EBIT adjusted to eliminate the impact of merger, acquisition and divestiture expense.

                                                                                                  Three Months Ended
                                         Q3 2018 to Q3 2019
                                                                                                     September 30,

                                         $ in millions                                               2019         2018

                                         Engine
                                         Net sales                                               $    1,514   $    1,516
                                         Thermostat divestiture                                          -           (29)
                                         Proforma net sales excl. Thermostat business            $    1,514   $    1,487

                                         Adjusted EBIT                                           $     241 $        238
                                         Thermostat divestiture                                          -            (1)
                                         Proforma adjusted EBIT excl. Thermostat business        $     241 $        237
                                         Adjusted EBIT margin %                                       15.9%        15.9%

                                         Drivetrain
                                         Net sales                                               $      993   $      976

                                         Adjusted EBIT                                           $     100 $        108
                                         Adjusted EBIT margin %                                       10.1%        11.1%

© BorgWarner Inc.                                                            17
Third Quarter Reconciliation to US GAAP
 Adjusted Earnings Per Share
 The Company defines adjusted earnings per diluted share as earnings per diluted share adjusted for the items above and related tax effects.

                                                                                   Three Months Ended                    Nine Months Ended
                                                                                      September 30,                         September 30,
                                                                                    2019             2018                 2019           2018

                       Earnings per diluted share                               $        0.94    $       0.98        $       2.54    $         3.34

                       Non-comparable items:
                        Restructuring and other expense                                  0.04            0.03                0.15               0.17
                        Merger, acquisition and divestiture expense                      0.02             -                  0.04               0.02
                        Officer stock awards modification                                 -              0.03                0.01               0.01
                        Loss on arbitration                                               -               -                  0.07                -
                        Gain on commerical settlement                                     -               -                   -                (0.01)
                        Pension settlement loss                                           -               -                  0.10                -
                        Tax Adjustments                                                 (0.04)          (0.04)               0.04              (0.25)

                       Adjusted earnings per diluted share                      $        0.96    $       1.00        $       2.95    $         3.28

© BorgWarner Inc.                                                             18
Adj. EBIT to US GAAP Reconciliation
Adjusted EBIT is comprised of earnings before interest, income taxes and noncontrolling interest (“EBIT") adjusted for restructuring, goodwill impairment charges,
affiliates' earnings and other items not reflective of on-going operating income or loss ("Adjusted EBIT"). Adjusted EBIT is the measure of segment income or loss
used by the Company. The Company believes Adjusted EBIT is most reflective of the operational profitability or loss of our reporting segments. The following table
shows Adjusted EBIT for the Company's reporting segments.

                                                                                                                          Three Months Ended
                                                                                                                             September 30,
                                                                                                                          2019          2018
                          Engine                                                                                        $     241     $    238
                          Drivetrain                                                                                          100          108
                              Adj. EBIT                                                                                       341          346
                          Restructuring expense                                                                                14             5
                          Merger, acquisition and divestiture expense                                                            4            2
                          Other expense (income)                                                                              -               2
                          Officer stock award modification                                                                    -               6
                          Corporate, including stock-based compensation                                                        47            53
                          Equity in affiliates' earnings, net of tax                                                            (7)         (15)
                          Interest income                                                                                       (4)          (1)
                          Interest expense                                                                                     15            14
                          Other postretirement expense (income)                                                                 (1)          (3)
                              Earnings before income taxes and noncontrolling interest                                        273          283
                          Provision for income taxes                                                                           66            67
                              Net earnings                                                                                    207          216
                          Net earnings attributable to the noncontrolling interest, net of tax                                 13            12
                              Net earnings attributable to BorgWarner Inc.                                              $     194     $    204

© BorgWarner Inc.                                                               19
2019 Planning Assumptions

    ▪   CapEx                             $550 - $600 million
    ▪   Share repurchases                 ~$100 million
    ▪   R&D spending                      Low 4% of sales
    ▪   Tax rate for ongoing operations   ~27%

© BorgWarner Inc.                    20
FY’19 Adj. Operating Income to US GAAP Reconciliation
                                                                                            FY 2019 Guidance
                                                                         FY 2018            Low          High

                    Net Sales                                        $      10,530      $     9,950   $   10,100

                    Operating income                                 $       1,190      $     1,089 $      1,144
                    Operating margin                                         11.3%            10.9%        11.3%

                    Non-comparable items
                    Restructuring & other expense                    $             66   $        50   $          40
                    Merger, acquisition & divestiture expense                       6            10              10
                    Officer stock awards modification                               8             2               2
                    Loss on arbitration                                        -                 14              14
                    Gain on sale of building                                   (19)             -               -
                    Asset impairment and loss on divestiture                     25             -               -
                    Asbestos related adjustments                                 23             -               -
                    Other                                                        (3)            -               -

                    Adjusted operating income                        $       1,296      $     1,165 $      1,210
                    Adjusted operating income margin                         12.3%            11.7%        12.0%

© BorgWarner Inc.                                               21
FY’19 Adj. Operating Margin Guidance
$ in millions

                                                                                               Adj. Operating Income*

                                                                                                            12.3%
                                                            2018 adj. operating income
                                                                                    12.3% Adj.
                                                                                            Adj.Margin
                                                                                                 Margin                                                    $1,296

                                                                   Thermostat Divestiture                                                                    $(5)

                                      2018 proforma excl. Thermostat business                                                                              $1,291

                                                                                                 FX                                                        ($43)

                                                Market growth, pricing and backlog
                                                                                11.9 % - 12.2% Adj.                                                ($83)            ($3)
                                                                                                         Margin

                                                                                                            11.7% – 12.0%
                                                            2019 adj. operating income                      Adj. Margin                           $1,165       $1,210

  * Adj. Operating Income and Adj. Operating Margin as shown on this slide are non-US GAAP measures. See reconciliation to US GAAP in Appendix.

© BorgWarner Inc.                                                                                      22
Adj. EPS Guidance to US GAAP Reconciliation
The Company defines Adjusted earnings per share as Adjusted net income divided by diluted shares. Because not all companies use identical calculations, this
presentation of Adjusted operating income and Adjusted earnings per share may not be comparable to other similarly titled measures of other companies.

                                                                                                             Full-Year 2019
                                                                                                            Low          High

                            Earnings per diluted share                                                    $ 3.40              $ 3.59

                            Non-comparable items:
                                    Restructuring and other expense                                           0.18                0.14
                                    Merger, acquisition and divestiture expense                               0.05                0.05
                                    Officer stock awards modification                                         0.01                0.01
                                    Loss on arbitration                                                       0.07                0.07
                                    Pension settlement loss                                                   0.10                0.10
                                    Tax adjustments                                                           0.04                0.04

                            Adjusted earnings per diluted share                                           $ 3.85              $ 4.00

© BorgWarner Inc.                                                             23
Free Cash Flow to US GAAP
The Company defines Free cash flow as net cash provided by operating activities minus capital expenditures. The measure is useful to both management and
investors in evaluating the Company’s ability to service and repay its debt.

                                                                                                     Full Year
                                                                                             2016      2017    2018
                                        Cash provided by operating activities               $ 1,036 $ 1,180 $ 1,127
                                        Capital expenditures                                   (501)     (560)  (547)
                                        Free cash flow                                      $ 535 $ 620 $ 580

                                                          Three Months Ended    Nine Months Ended
                                                             September 30,        September 30,                                Full Year 2019 Outlook
                                                            2019       2018      2019       2018                                  Low         High
      Cash provided by operating activities               $     357 $      251 $     824 $      556                            $     1,150 $    1,150
      Capital expenditures                                     (102)      (125)     (346)      (394)                                  (600)      (550)
      Free cash flow                                      $     255 $      126 $     478 $      162                            $       550 $      600

© BorgWarner Inc.                                                            24
Key Definitions

        Key Definitions:
        The terms below are commonly used by management and investors
        in assessing ongoing financial performance.
        ▪ Organic Revenue Change – Revenue change year over year
             excluding the estimated impact of FX and net M&A
        ▪ Market – The change in light vehicle production weighted for
             BorgWarner’s geographic exposure as estimated by BorgWarner
        ▪ Outgrowth – Defined as BorgWarner’s “Organic Revenue
             Change” vs. “Market”

© BorgWarner Inc.                       25
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