EX-99.1 2 a13-18159_2ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Magna International Inc.

 

Second Quarter Report

 

2013

 


 


 

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 and six months ended June 30, 2013 included in this Quarterly Report, and the audited consolidated financial statements and MD&A for the year ended December 31, 2012 included in our 2012 Annual Report to Shareholders.

 

This MD&A has been prepared as at August 8, 2013.

 

OVERVIEW

 

We are a leading global automotive supplier with 314 manufacturing operations and 89 product development, engineering and sales centres in 29 countries. Our 123,000 employees are focused on delivering superior value to our customers through innovative 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). We follow a corporate policy of functional and operational decentralization, pursuant to which we conduct our operations through divisions, each of which is an autonomous business unit operating within pre-determined guidelines.

 

HIGHLIGHTS

 

Our second quarter 2013 sales increased 16% over the second quarter of 2012 to a record $8.96 billion, as North American, European and Rest of World production sales, as well as complete vehicle assembly sales and tooling, engineering and other sales all increased over the comparable quarter. North American light vehicle production increased 7% in the second quarter of 2013 to 4.3 million units. In Europe, light vehicle production in the second quarter of 2013 declined 1% to 5.0 million units.

 

Our income from operations before income taxes increased 16% to $543 million for the second quarter of 2013, compared to $470 million in the second quarter of 2012. Our diluted earnings per Common Share increased 20% to $1.78 in the second quarter of 2013, compared to $1.48 for the second quarter of 2012.

 

Our North America segment continues to perform well, with Adjusted EBIT1 of $422 million, which included $40 million of amortization related to the August 2012 acquisition of Magna E-Car Systems Partnership (“E-Car”). This result compares to Adjusted EBIT of $415 million in the second quarter of 2012.

 

Our Europe segment showed further improvement in the second quarter of 2013, despite continued weak levels of vehicle production in Europe. We generated an Adjusted EBIT of $120 million for the second quarter of 2013, compared to $65 million in the second quarter of 2012.

 

In our Rest of World segment, we reported $2 million of Adjusted EBIT in the second quarter of 2013, compared to an Adjusted EBIT loss of $16 million in the second quarter of 2012. Within our Rest of World segment, our Asia Pacific business again generated a profit while our business in South America recorded a loss.

 

We continue to focus on improving operating results in both Europe and South America, and we expect to generate improved Adjusted EBIT in both regions during 2013 compared to 2012.

 

Lastly, during the second quarter of 2013, we repurchased 5.2 million Common Shares for aggregate consideration of $337 million pursuant to our outstanding Normal Course issuer bid that expires in November of this year. We intend to continue purchasing our Common Shares under the bid.

 


1 Adjusted EBIT represents income from operations before income taxes; interest expense, net; and other expense, net

 

1



 

FINANCIAL RESULTS SUMMARY

 

During the second quarter of 2013, we posted sales of $8.96 billion, an increase of 16% from the second quarter of 2012. This higher sales level was a result of increases in our North American, European and Rest of World production sales, our tooling, engineering and other sales and complete vehicle assembly sales. Comparing the second quarter of 2013 to 2012:

 

·                  North American vehicle production increased 7% and our North American production sales increased 10% to $4.30 billion;

·                  European vehicle production decreased 1% while our European production sales increased 14% to $2.56 billion;

·                  Rest of World production sales increased 38% to $572 million;

·                  Complete vehicle assembly sales increased 23% to $796 million and complete vehicle assembly volumes increased 17%; and

·                  Tooling, engineering and other sales increased 43% to $733 million.

 

During the second quarter of 2013, we earned income from operations before income taxes of $543 million compared to $470 million for the second quarter of 2012. The $73 million increase was primarily as a result of:

 

·                  margins earned on higher production sales;

·                  incremental margin earned on new programs that launched during or subsequent to the second quarter of 2012;

·                  productivity and efficiency improvements at certain facilities;

·                  the benefit of restructuring and downsizing activities undertaken in Europe during or subsequent to the second quarter of 2012;

·                  a loss on disposal of an investment in the second quarter of 2012;

·                  higher equity income;

·                  acquisitions completed during or subsequent to the second quarter of 2012, including ixetic Verwaltungs GmbH (“ixetic”); and

·                  lower costs incurred in preparation for upcoming launches.

 

These factors were partially offset by:

 

·                 intangible asset amortization of $40 million related to the acquisition and re-measurement of E-Car;

·                  programs that ended production during or subsequent to the second quarter of 2012;

·                  a larger amount of employee profit sharing;

·                  the recovery of due diligence costs in the second quarter of 2012;

·                  increased pre-operating costs incurred at new facilities;

·                  favourable settlement of certain commercial items in the second quarter of 2012;

·                  a $5 million net decrease in revaluation gains in respect of asset-backed commercial paper (“ABCP”); and

·                  operational inefficiencies and other costs at certain facilities.

 

During the second quarter of 2013, net income was $412 million, an increase of $63 million compared to the second quarter of 2012.

 

During the second quarter of 2013, our diluted earnings per share increased $0.30 to $1.78 compared to $1.48 for the second quarter of 2012. The increase in diluted earnings per share is 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 second quarter of 2013. The decrease in the weighted average number of diluted shares outstanding was due to the repurchase and cancellation of Common Shares, during or subsequent to the second quarter of 2012, pursuant to our normal course issuer bids and the cashless exercise of options, partially offset by the issue of Common Shares related to the exercise of stock options and an increase in the number of diluted options outstanding as a result of an increase in the trading price of our common stock.

 

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, international conflicts, labour relations issues, regulatory requirements, trade agreements, infrastructure, legislative changes, and environmental emissions and safety standards. These factors and a number of other economic, industry and risk factors which also affect our success, including such things as relative currency values, commodities prices, price reduction pressures from our customers, the financial condition of our supply base and competition from other suppliers, are discussed in our Annual Information Form and Annual Report on Form 40-F, each in respect of the year ended December 31, 2012. The economic, industry and risk factors remain substantially unchanged in respect of the second quarter ended June 30, 2013, except that, as a result of general economic conditions in Western Europe together with restructuring actions being taken by us, our customers and other suppliers, there may be a heightened risk of labour disruptions which could impact some of our Western European divisions from time to time. While we do not anticipate any such labour disruption having a material impact on our results of operations, we cannot predict whether or when any labour disruption may arise, or how long it lasts if it does arise.

 

2



 

RESULTS OF OPERATIONS

 

Average Foreign Exchange

 

 

 

For the three months

 

For the six months

 

 

 

ended June 30,

 

ended June 30,

 

 

 

2013

 

2012

 

Change

 

2013

 

2012

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Canadian dollar equals U.S. dollars

 

0.977

 

0.990

 

-

1

%

0.984

 

0.994

 

-

1

%

1 euro equals U.S. dollars

 

1.307

 

1.283

 

+

2

%

1.313

 

1.297

 

+

1

%

1 British pound equals U.S. dollars

 

1.536

 

1.582

 

-

3

%

1.543

 

1.576

 

-

2

%

 

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 and six months ended June 30, 2013 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 JUNE 30, 2013

 

Sales

 

 

 

For the three months

 

 

 

 

 

ended June 30,

 

 

 

 

 

2013

 

2012

 

Change

 

 

 

 

 

 

 

 

 

Vehicle Production Volumes (millions of units)

 

 

 

 

 

 

 

North America

 

4.263

 

3.990

 

+

7

%

Europe

 

4.993

 

5.050

 

-

1

%

 

 

 

 

 

 

 

 

 

Sales

 

 

 

 

 

 

 

 

External Production

 

 

 

 

 

 

 

 

North America

 

$

4,301

 

$

3,907

 

+

10

%

Europe

 

2,560

 

2,249

 

+

14

%

Rest of World

 

572

 

415

 

+

38

%

Complete Vehicle Assembly

 

796

 

645

 

+

23

%

Tooling, Engineering and Other

 

733

 

511

 

+

43

%

Total Sales

 

$

8,962

 

$

7,727

 

+

16

%

 

External Production Sales - North America

 

External production sales in North America increased 10% or $394 million to $4.30 billion for the second quarter of 2013 compared to $3.91 billion for the second quarter of 2012. The increase in external production sales is primarily as a result of:

 

·                  the launch of new programs during or subsequent to the second quarter of 2012, including the:

·                  Ford Fusion and Lincoln MKZ;

·                  Ford Escape;

·                  Honda Accord; and

·                  GM full-size pickups;

·                  higher production volumes on certain existing programs; and

·                  acquisitions completed during or subsequent to the second quarter of 2012 which positively impacted sales by $46 million, including STT Technologies (“STT”).

 

3



 

These factors were partially offset by:

 

·                  programs that ended production during or subsequent to the second quarter of 2012, including the Jeep Liberty;

·                  a decrease in reported U.S. dollar sales primarily as a result of the weakening of the Canadian dollar against the U.S. dollar; and

·                  net customer price concessions subsequent to the second quarter of 2012.

 

External Production Sales - Europe

 

External production sales in Europe increased 14% or $311 million to $2.56 billion for the second quarter of 2013 compared to $2.25 billion for the second quarter of 2012. The increase in external production sales is primarily as a result of:

 

·                  the launch of new programs during or subsequent to the second quarter of 2012, including the:

·                  Mercedes-Benz A-Class;

·                  MINI Paceman;

·                  Ford Transit Custom;

·                  Ford Kuga; and

·                  Mercedes-Benz CLA-Class;

·                  acquisitions completed during or subsequent to the second quarter of 2012, which positively impacted sales by $126 million, including ixetic and the re-acquisition of an interior systems operation; and

·                  an increase in reported U.S. dollar sales primarily as a result of the strengthening of the euro against the U.S. dollar.

 

These factors were partially offset by lower production volumes on certain existing programs.

 

External Production Sales - Rest of World

 

External production sales in Rest of World increased 38% or $157 million to $572 million for the second quarter of 2013 compared to $415 million for the second quarter of 2012, primarily as a result of:

 

·                  the launch of new programs during or subsequent to the second quarter of 2012, primarily in Brazil and China; and

·                  higher production volumes on certain existing programs.

 

 

These factors were partially offset by a $14 million decrease in reported U.S. dollar sales as a result of the net weakening of foreign currencies against the U.S. dollar, including the Brazilian real and Argentine peso.

 

Complete Vehicle Assembly Sales

 

 

 

For the three months

 

 

 

 

 

ended June 30,

 

 

 

 

 

2013

 

2012

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

Complete Vehicle Assembly Sales

 

$

796

 

$

645

 

+

23

%

Complete Vehicle Assembly Volumes (Units)

 

38,605

 

33,064

 

+

17

%

 

Complete vehicle assembly sales increased 23%, or $151 million, to $796 million for the second quarter of 2013 compared to $645 million for the second quarter of 2012 and assembly volumes increased 17% or 5,541 units.

 

The increase in complete vehicle assembly sales is primarily as a result of:

 

·                  the launch of the MINI Paceman during the fourth quarter of 2012;

·                  an increase in assembly volumes for the Mercedes-Benz G-Class; and

·                  a $14 million increase in reported U.S. dollar sales as a result of the strengthening of the euro against the U.S. dollar.

 

These factors were partially offset by:

 

·                  a decrease in assembly volumes for the:

·                  MINI Countryman; and

·                  Peugeot RCZ; and

·                  the end of production of the Aston Martin Rapide at our Magna Steyr facility during the second quarter of 2012.

 

Tooling, Engineering and Other Sales

 

Tooling, engineering and other sales increased 43% or $222 million to $733 million for the second quarter of 2013 compared to $511 million for the second quarter of 2012.

 

4



 

In the second quarter of 2013, the major programs for which we recorded tooling, engineering and other sales were the:

 

·                  Skoda Octavia;

·                  GM full-size pickups and SUVs;

·                  Ford Transit;

·                  Ford Fusion;

·                  MINI Paceman;

·                  Qoros 3;

·                  Range Rover Evoque; and

·                  Mercedes-Benz M-Class.

 

In the second quarter of 2012, the major programs for which we recorded tooling, engineering and other sales were the:

 

·                  Ford Fusion;

·                  MINI Countryman;

·                  Qoros 3;

·                  Audi A1;

·                  Mercedes-Benz GL-Class;

·                  Mercedes-Benz SLS AMG;

·                  Cadillac ATS; and

·                  Chevrolet Silverado and GMC Sierra.

 

Cost of Goods Sold and Gross Margin

 

 

 

For the three months

 

 

 

ended June 30,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Sales

 

$

8,962

 

$

7,727

 

 

 

 

 

 

 

Cost of goods sold

 

 

 

 

 

Material

 

5,800

 

4,940

 

Direct labour

 

556

 

510

 

Overhead

 

1,438

 

1,292

 

 

 

7,794

 

6,742

 

Gross margin

 

$

1,168

 

$

985

 

 

 

 

 

 

 

Gross margin as a percentage of sales

 

13.0

%

12.7

%

 

Cost of goods sold increased $1.05 billion to $7.79 billion for the second quarter of 2013 compared to $6.74 billion for the second quarter of 2012 primarily as a result of:

 

·                  higher material, overhead and labour costs associated with the increase in sales, including wage increases at certain operations;

·                  $181 million related to acquisitions completed during or subsequent to the second quarter of 2012, including ixetic, STT and E-Car and the re-acquisition of an interior systems operation;

·                  a net increase in reported U.S. dollar cost of goods sold primarily due to the strengthening of the euro against the U.S. dollar partially offset by the weakening of the Canadian dollar, Brazilian real, Argentine peso and British pound, each against the U.S. dollar; and

·                  a larger amount of employee profit sharing.

 

Gross margin increased $183 million to $1.17 billion for the second quarter of 2013 compared to $0.99 billion for the second quarter of 2012 and gross margin as a percentage of sales increased to 13.0% for the second quarter of 2013 compared to 12.7% for the second quarter of 2012. The increase in gross margin as a percentage of sales was primarily due to:

 

·                  margins earned on higher production sales;

·                  incremental margin earned on new programs that launched during or subsequent to the second quarter of 2012;

·                  the closure of certain facilities;

·                  lower costs incurred in preparation for upcoming launches; and

·                  productivity and efficiency improvements at certain facilities.

 

5



 

These factors were partially offset by:

 

·                  an increase in tooling, engineering and other sales that have low or no margins;

·                  an increase in complete vehicle assembly sales which have a higher material content than our consolidated average;

·                  programs that ended production during or subsequent to the second quarter of 2012;

·                  a larger amount of employee profit sharing;

·                  increased pre-operating costs incurred at new facilities;

·                  favourable settlement of certain commercial items in the second quarter of 2012;

·                  the re-acquisition, in the second quarter of 2012, of an interior systems operation; and

·                  operational inefficiencies and other costs at certain facilities.

 

Depreciation and Amortization

 

Depreciation and amortization costs increased $76 million to $260 million for the second quarter of 2013 compared to $184 million for the second quarter of 2012. The higher depreciation and amortization was primarily as a result of:

 

·                  intangible asset amortization of $40 million related to the acquisition and re-measurement of E-Car;

·                  $21 million related to acquisitions completed during or subsequent to the second quarter of 2012, including ixetic, E-Car and STT;

·                  depreciation related to new facilities; and

·                  capital spending during or subsequent to the second quarter of 2012.

 

Selling, General and Administrative (“SG&A”)

 

SG&A expense as a percentage of sales was 4.6% for the second quarter of 2013 compared to 4.8% for the second quarter of 2012. SG&A expense increased $42 million to $410 million for the second quarter of 2012 compared to $368 million for the second quarter of 2012 primarily as a result of:

 

·                  increased costs incurred at new facilities;

·                  $10 million related to acquisitions completed during or subsequent to the second quarter of 2012, including ixetic, E-Car, and STT;

·                  higher incentive compensation;

·                  higher labour and other costs to support the growth in sales, including wage increases at certain operations;

·                  an increase in reported U.S. dollar SG&A related to foreign exchange;

·                  the recovery of due diligence costs in the second quarter of 2012; and

·                  a $5 million net decrease in revaluation gains in respect of ABCP.

 

These factors were partially offset by:

 

·                  a loss on disposal of an investment in the second quarter of 2012; and

·                  lower restructuring and downsizing costs.

 

Equity Income

 

Equity income increased $7 million to $49 million for the second quarter of 2013 compared to $42 million for the second quarter of 2012. Equity income for the second quarter of 2012 included $10 million of equity loss related to our investment in E-Car and $2 million of equity income related to our investment in STT. Excluding this $8 million net equity loss, the $1 million decrease in equity income is primarily as a result of lower income from our equity accounted investments in North America.

 

Other Expense, net

 

During the second quarter of 2013 and 2012, no other expense, net was recorded. We expect full year 2013 restructuring charges to be approximately $100 million.

 

During the first quarter of 2013, we recorded net restructuring charges of $6 million ($6 million after tax) in Europe at our exterior and interior systems operations.

 

6



 

Segment Analysis

 

Given the differences between the regions in which we operate, our operations are segmented on a geographic basis between North America, Europe and Rest of World. Consistent with the above, our internal financial reporting segments key internal operating performance measures between North America, Europe 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 June 30,

 

 

 

External Sales

 

Adjusted EBIT

 

 

 

2013

 

2012

 

Change

 

2013

 

2012

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

4,589

 

$

4,111

 

$

478

 

$

422

 

$

415

 

$

7

 

Europe

 

3,755

 

3,166

 

589

 

120

 

65

 

55

 

Rest of World

 

609

 

444

 

165

 

2

 

(16

)

18

 

Corporate and Other

 

9

 

6

 

3

 

3

 

11

 

(8

)

Total reportable segments

 

$

8,962

 

$

7,727

 

$

1,235

 

$

547

 

$

475

 

$

72

 

 

North America

 

Adjusted EBIT in North America increased $7 million to $422 million for the second quarter of 2013 compared to $415 million for the second quarter of 2012 primarily as a result of:

 

·                  margins earned on higher production sales;

·                  incremental margin earned on new programs that launched during or subsequent to the second quarter of 2012; and

·                  productivity and efficiency improvements at certain facilities.

 

These factors were partially offset by:

 

·                  intangible asset amortization of $40 million related to the acquisition and re-measurement of E-Car;

·                  programs that ended production during or subsequent to the second quarter of 2012;

·                  operational inefficiencies and other costs at certain facilities;

·                  increased commodity costs;

·                  lower equity income;

·                  a larger amount of employee profit sharing;

·                  higher warranty costs of $3 million; and

·                  net customer price concessions subsequent to the first quarter of 2012.

 

Europe

 

Adjusted EBIT in Europe increased $55 million to $120 million for the second quarter of 2013 compared to $65 million for the second quarter of 2012 primarily as a result of:

 

·                  margins earned on higher production sales;

·                  incremental margin earned on new programs that launched during or subsequent to the second quarter of 2012;

·                  the benefit of restructuring and downsizing activities undertaken during or subsequent to the second quarter of 2012;

·                  lower costs incurred in preparation for upcoming launches;

·                  decreased commodity costs;

·                  acquisitions completed during or subsequent to the second quarter of 2012, including ixetic; and

·                  productivity and efficiency improvements at certain facilities.

 

These factors were partially offset by:

 

·                  favourable settlement of certain commercial items in the second quarter of 2012;

·                  a larger amount of employee profit sharing;

·                  higher restructuring and downsizing costs;

·                  higher affiliation fees paid to corporate;

·                  the re-acquisition, in the second quarter of 2012, of an interior systems operation; and

·                  operational inefficiencies and other costs at certain facilities.

 

7



 

Rest of World

 

Rest of World Adjusted EBIT increased $18 million to income of $2 million for the second quarter of 2013 compared to a loss of $16 million for the second quarter of 2012 primarily as a result of:

 

·                  margins earned on higher production sales, including margins earned on the launch of new facilities and new programs;

·                 productivity and efficiency improvements at certain facilities;

·                  lower restructuring and downsizing costs; and

·                  higher equity income.

 

These factors were partially offset by:

 

·                  higher costs related to new facilities;

·                  higher launch costs; and

·                  increased commodity costs.

 

Corporate and Other

 

Corporate and Other Adjusted EBIT decreased $8 million to $3 million for the second quarter of 2013 compared to $11 million for the second quarter of 2012. The loss related to our equity accounted investment in E-Car included in Corporate and Other was $10 million for the second quarter of 2012. Excluding E-Car, Corporate and Other Adjusted EBIT decreased $18 million to $3 million for the second quarter of 2013 compared to $21 million for the second quarter of 2012 primarily as a result of:

 

·                  the recovery of due diligence costs in the second quarter of 2012;

·                  a $5 million net decrease in revaluation gains in respect of ABCP; and

·                  higher incentive compensation.

 

These factors were partially offset by:

 

·                  a loss on disposal of an investment in the second quarter of 2012; and

·                  an increase in affiliation fees earned from our divisions.

 

Interest Expense, net

 

During the second quarter of 2013, we recorded net interest expense of $4 million compared to $5 million for the second quarter of 2012.

 

Income from Operations before Income Taxes

 

Income from operations before income taxes increased $73 million to $543 million for the second quarter of 2013 compared to $470 million for the second quarter of 2012. The increase in income from operations before income taxes is the result of the increase in EBIT and the decrease in net interest expense, as discussed above.

 

Income Taxes

 

The effective income tax rate on income from operations before income taxes decreased to 24.1% for the second quarter of 2013 compared to 25.7% for the second quarter of 2012 primarily as a result of a decrease in losses not benefitted in Europe partially offset by a change in mix of earnings, whereby proportionately more income was earned in jurisdictions with higher tax rates.

 

Net Income

 

Net income of $412 million for the second quarter of 2013 increased $63 million compared to the second quarter of 2012. 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 $3 million for the second quarter of 2013 compared to $nil for the second quarter of 2012.

 

Net Income attributable to Magna International Inc.

 

Net income attributable to Magna International Inc. of $415 million for the second quarter of 2013 increased $66 million compared to the second quarter of 2012 as a result of the increase in net income, as discussed above.

 

8



 

Earnings per Share

 

 

 

For the three months

 

 

 

 

 

ended June 30,

 

 

 

 

 

2013

 

2012

 

Change

 

 

 

 

 

 

 

 

 

Earnings per Common Share

 

 

 

 

 

 

 

Basic

 

$

1.80

 

$

1.50

 

+

20

%

Diluted

 

$

1.78

 

$

1.48

 

+

20

%

 

 

 

 

 

 

 

 

 

Average number of Common Shares outstanding (millions)

 

 

 

 

 

 

 

 

Basic

 

230.6

 

232.5

 

-

1

%

Diluted

 

233.2

 

235.3

 

-

1

%

 

Diluted earnings per share increased $0.30 to $1.78 for the second quarter of 2013 compared to $1.48 for the second quarter of 2012. The increase in diluted earnings per share was 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 second quarter of 2013.

 

The decrease in the weighted average number of diluted shares outstanding was due to the repurchase and cancellation of Common Shares, during or subsequent to the second quarter of 2012, pursuant to our normal course issuer bids and the cashless exercise of options, partially offset by the issue of Common Shares related to the exercise of stock options and an increase in the number of diluted options outstanding as a result of an increase in the trading price of our common stock.

 

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

 

Cash Flow from Operations

 

 

 

For the three months

 

 

 

 

 

ended June 30,

 

 

 

 

 

2013

 

2012

 

Change

 

 

 

 

 

 

 

 

 

Net income

 

$

412

 

$

349

 

 

 

Items not involving current cash flows

 

302

 

237

 

 

 

 

 

714

 

586

 

$

128

 

Changes in non-cash operating assets and liabilities

 

(12

)

(122

)

 

 

Cash provided from operating activities

 

$

702

 

$

464

 

$

238

 

 

Cash flow from operations before changes in non-cash operating assets and liabilities increased $128 million to $714 million for the second quarter of 2013 compared to $586 million for the second quarter of 2012. The increase in cash flow from operations was due to a $63 million increase in net income, as discussed above, and a $65 million increase in items not involving current cash flows. Items not involving current cash flows are comprised of the following:

 

 

 

For the three months

 

 

 

ended June 30,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Depreciation and amortization

 

$

260

 

$

184

 

Amortization of other assets included in cost of goods sold

 

36

 

31

 

Other non-cash charges

 

58

 

48

 

Deferred income taxes

 

(3

)

16

 

Equity income

 

(49

)

(42

)

Items not involving current cash flows

 

$

302

 

$

237

 

 

9



 

Cash invested in non-cash operating assets and liabilities amounted to $12 million for the second quarter of 2013 compared to $122 million for the second quarter of 2012. The change in non-cash operating assets and liabilities is comprised of the following sources (and uses) of cash:

 

 

 

For the three months

 

 

 

ended June 30,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Accounts receivable

 

$

26

 

$

56

 

Inventories

 

(93

)

(148

)

Prepaid expenses and other

 

(6

)

17

 

Accounts payable

 

197

 

(122

)

Accrued salaries and wages

 

(72

)

(64

)

Other accrued liabilities

 

(53

)

83

 

Income taxes payable

 

(9

)

57

 

Deferred revenue

 

(2

)

(1

)

Changes in non-cash operating assets and liabilities

 

$

(12

)

$

(122

)

 

The increase in inventories was primarily due to higher tooling inventory and increased production inventory to support launch activities. The increase in accounts payable was primarily due to an increase in production activities at the end of the second quarter of 2013 and timing of payments. The decrease in accrued salaries and wages was primarily due to employee profit sharing payments.

 

Capital and Investment Spending

 

 

 

For the three months

 

 

 

 

 

ended June 30,

 

 

 

 

 

2013

 

2012

 

Change

 

 

 

 

 

 

 

 

 

Fixed asset additions

 

$

(232

)

$

(267

)

 

 

Investments and other assets

 

(53

)

(35

)

 

 

Fixed assets, investments and other assets additions

 

(285

)

(302

)

 

 

Purchase of subsidiaries

 

 

19

 

 

 

Proceeds from disposition

 

30

 

25

 

 

 

Cash used for investment activities

 

$

(255

)

$

(258

)

$

3

 

 

Fixed assets, investments and other assets additions

 

In the second quarter of 2013, we invested $232 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 second quarter of 2013 was for manufacturing equipment for programs that will be launching subsequent to the second quarter of 2013.

 

In the second quarter of 2013, we invested $42 million in other assets related primarily to fully reimbursable tooling costs for programs that launched during the second quarter of 2013 or will be launching subsequent to the second quarter of 2013, as well as $11 million in equity accounted investments.

 

Purchase of subsidiaries

 

During the second quarter of 2012, we re-acquired an interior systems operation located in Germany. This acquisition resulted in acquired cash of $19 million (net of $1 million cash paid).

 

Proceeds from disposition

 

In the second quarter of 2013, the $30 million of proceeds include normal course fixed and other asset disposals.

 

10



 

Financing

 

 

 

For the three months

 

 

 

 

 

ended June 30,

 

 

 

 

 

2013

 

2012

 

Change

 

 

 

 

 

 

 

 

 

Increase (decrease) in bank indebtedness

 

$

21

 

$

(23

)

 

 

Repayments of debt

 

(60

)

(120

)

 

 

Issues of debt

 

25

 

158

 

 

 

Issues of Common Shares on exercise of stock options

 

11

 

 

 

 

Repurchase of Common Shares

 

(337

)

 

 

 

Contribution to subsidiaries by non-controlling interests

 

4

 

 

 

 

Dividends paid

 

(72

)

(64

)

 

 

Cash used for financing activities

 

$

(408

)

$

(49

)

$

(359

)

 

During the second quarter of 2013, we repurchased 5.2 million Common Shares for an aggregate purchase price of $337 million under our normal course issuer bid.

 

Cash dividends paid per Common Share were $0.32 for the second quarter of 2013, for a total of $72 million.

 

Financing Resources

 

 

 

As at

 

As at

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

2013

 

2012

 

Change

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Bank indebtedness

 

$

54

 

$

71

 

 

 

Long-term debt due within one year

 

211

 

249

 

 

 

Long-term debt

 

99

 

112

 

 

 

 

 

364

 

432

 

 

 

Non-controlling interest

 

28

 

29

 

 

 

Shareholders’ equity

 

9,430

 

9,429

 

 

 

Total capitalization

 

$

9,822

 

$

9,890

 

$

(68

)

 

Total capitalization decreased by $68 million to $9.82 billion at June 30, 2013 compared to $9.89 billion at December 31, 2012, primarily as a result of a $68 million decrease in liabilities. The decrease in liabilities relates primarily to lower bank term debt in our Rest of Word segment and reduced bank indebtedness.

 

Shareholders’ equity increased $1 million as a result of net income earned in the first six months of 2013 partially offset by:

 

·                  the repurchase of Common Shares in connection with our normal course issuer bid;

·                  the $224 million net unrealized loss on translation of net investment in foreign operations; and

·                  dividends paid during the first six months of 2013.

 

Cash Resources

 

During the second quarter of 2013, our cash resources increased by $32 million to $1.28 billion as a result of the cash provided from operating activities partially offset by cash used for investing and financing activities, as discussed above. In addition to our cash resources at June 30, 2013, we had term and operating lines of credit totalling $2.57 billion of which $2.20 billion was unused and available.

 

On June 20, 2013, we amended our existing $2.25 billion revolving credit facility to become a five year facility with a maturity of June 20, 2018. The facility now 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.

 

11



 

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 August 8, 2013 were exercised:

 

Common Shares

 

228,116,201

 

Stock options (i)

 

5,008,598

 

 

 

233,124,799

 

 

(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 second quarter of 2013 that are outside the ordinary course of our business. Refer to our MD&A included in our 2012 Annual Report.

 

RESULTS OF OPERATIONS — FOR THE SIX MONTHS ENDED JUNE 30, 2013

 

Sales

 

 

 

For the six months

 

 

 

 

 

ended June 30,

 

 

 

 

 

2013

 

2012

 

Change

 

 

 

 

 

 

 

 

 

Vehicle Production Volumes (millions of units)

 

 

 

 

 

 

 

 

North America

 

8.279

 

7.960

 

+

4

%

Europe

 

9.805

 

10.342

 

-

5

%

 

 

 

 

 

 

 

 

 

Sales

 

 

 

 

 

 

 

 

External Production

 

 

 

 

 

 

 

 

North America

 

$

8,348

 

$

7,822

 

+

7

%

Europe

 

5,006

 

4,571

 

+

10

%

Rest of World

 

1,088

 

823

 

+

32

%

Complete Vehicle Assembly

 

1,594

 

1,244

 

+

28

%

Tooling, Engineering and Other

 

1,287

 

933

 

+

38

%

Total Sales

 

$

17,323

 

$

15,393

 

+

13

%

 

External Production Sales - North America

 

External production sales in North America increased 7% or $526 million to $8.35 billion for the six months ended June 30, 2013 compared to $7.82 billion for the six months ended June 30, 2012. The increase in external production sales is primarily as a result of:

 

·                  the launch of new programs during or subsequent to the six months ended June 30, 2012, including the:

·                  Ford Fusion and Lincoln MKZ;

·                  Honda Accord;

·                  Ford C-MAX;

·                  Tesla Model S;

·                  Cadillac ATS; and

·                  Nissan Pathfinder;

·                  acquisitions completed during or subsequent to the six months ended June 30, 2012 which positively impacted sales by $87 million, including STT; and

·                  higher production volumes on certain existing programs.

 

These factors were partially offset by:

 

·                  programs that ended production during or subsequent to the six months ended June 30, 2012, including the:

·                  Jeep Liberty;

·                  Mazda 6; and

·                  Chevrolet Colorado;

·                  a decrease in reported U.S. dollar sales primarily as a result of the weakening of the Canadian dollar against the U.S. dollar; and

·                  net customer price concessions subsequent to June 30, 2012.

 

12



 

External Production Sales - Europe

 

External production sales in Europe increased 10% or $435 million to $5.01 billion for the six months ended June 30, 2013 compared to $4.57 billion for the six months ended June 30, 2012. The increase in external production sales is primarily as a result of:

 

·                  the launch of new programs during or subsequent to the second quarter of 2012, including the:

·                  MINI Paceman;

·                  Mercedes-Benz A-Class;

·                  Ford Transit Custom;

·                  Ford Kuga;

·                  Skoda Rapid and SEAT Toledo; and

·                  Mercedes-Benz CLA-Class;

·                  acquisitions completed during or subsequent to the six months ended June 30, 2012, which positively impacted sales by $289 million, including ixetic and BDW and the re-acquisition of an interior systems operation; and

·                  an increase in reported U.S. dollar sales primarily as a result of the strengthening of the euro against the U.S. dollar.

 

These factors were partially offset by lower production volumes on certain existing programs.

 

External Production Sales - Rest of World

 

External production sales in Rest of World increased 32% or $265 million to $1.09 billion for the six months ended June 30, 2013 compared to $0.82 billion for the six months ended June 30, 2012, primarily as a result of:

 

·                  the launch of new programs during or subsequent to the six months ended June 30, 2012, primarily in Brazil and China; and

·                  higher production volumes on certain existing programs.

 

These factors were partially offset by a $37 million decrease in reported U.S. dollar sales as a result of the net weakening of foreign currencies against the U.S. dollar, including the Brazilian real and Argentine peso.

 

Complete Vehicle Assembly Sales

 

 

 

For the six months

 

 

 

 

 

ended June 30,

 

 

 

 

 

2013

 

2012

 

Change

 

 

 

 

 

 

 

 

 

Complete Vehicle Assembly Sales

 

$

1,594

 

$

1,244

 

+

28

%

 

 

 

 

 

 

 

 

 

 

 

Complete Vehicle Assembly Volumes (Units)

 

76,044

 

62,999

 

+

21

%

 

 

Complete vehicle assembly sales increased 28%, or $350 million, to $1.59 billion for the six months ended June 30, 2013 compared to $1.24 billion for the six months ended June 30, 2012 and assembly volumes increased 21% or 13,045 units.

 

The increase in complete vehicle assembly sales is primarily as a result of:

 

·                  an increase in assembly volumes for the Mercedes-Benz G-Class;

·                  the launch of the MINI Paceman during the fourth quarter of 2012; and

·                  a $19 million increase in reported U.S. dollar sales as a result of the strengthening of the euro against the U.S. dollar.

 

These factors were partially offset by:

 

·                  the end of production of the Aston Martin Rapide at our Magna Steyr facility during the second quarter of 2012; and

·                  a decrease in assembly volumes for the:

·                  MINI Countryman; and

·                  Peugeot RCZ.

 

13



 

Tooling, Engineering and Other Sales

 

Tooling, engineering and other sales increased 38% or $354 million to $1.29 billion for the six months ended June 30, 2012 compared to $0.93 billion for the six months ended June 30, 2012.

 

In the six months ended June 30, 2013, the major programs for which we recorded tooling, engineering and other sales were the:

 

·                  GM full-size pickups and SUVs;

·                  Ford Transit;

·                  Ford Fusion;

·                  Skoda Octavia;

·                  Jeep Grand Cherokee;

·                  Qoros 3;

·                  MINI Paceman; and

·                  MINI Countryman.

 

In the six months ended June 30, 2012, the major programs for which we recorded tooling, engineering and other sales were the:

 

·                  Ford Fusion;

·                  MINI Countryman;

·                  Qoros 3;

·                  Mercedes-Benz M-Class;

·                  Ford Escape;

·                  Chevrolet Silverado and GMC Sierra; and

·                  Mercedes-Benz GL-Class.

 

Segment Analysis

 

 

 

For the six months ended June 30,

 

 

 

External Sales

 

Adjusted EBIT

 

 

 

2013

 

2012

 

Change

 

2013

 

2012

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

8,877

 

$

8,190

 

$

687

 

$

803

 

$

820

 

$

(17

)

Europe

 

7,260

 

6,319

 

941

 

192

 

128

 

64

 

Rest of World

 

1,174

 

872

 

302

 

2

 

(25

)

27

 

Corporate and Other

 

12

 

12

 

 

17

 

(4

)

21

 

Total reportable segments

 

$

17,323

 

$

15,393

 

$

1,930

 

$

1,014

 

$

919

 

$

95

 

 

Excluded from Adjusted EBIT for the six months ended June 30, 2013 was the $6 million net restructuring costs recorded in our Europe segment, as discussed in the “Other Expense” section.

 

North America

 

Adjusted EBIT in North America decreased $17 million to $803 million for the six months ended June 30, 2013 compared to $820 million for the six months ended June 30, 2012 primarily as a result of:

 

·                  intangible asset amortization of $79 million related to the acquisition and re-measurement of E-Car;

·                  programs that ended production during or subsequent to the six months ended June 30, 2012;

·                  operational inefficiencies and other costs at certain facilities;

·                  increased commodity costs;

·                  a larger amount of employee profit sharing;

·                  higher affiliation fees paid to Corporate; and

·                  net customer price concessions subsequent to June 30, 2012.

 

These factors were partially offset by:

 

·                  margins earned on higher production sales;

·                  incremental margin earned on new programs that launched during or subsequent to the six months ended June 30, 2012;

·                  lower restructuring and downsizing costs;

·                  lower costs incurred in preparation for upcoming launches; and

·                  productivity and efficiency improvements at certain facilities.

 

14



 

Europe

 

Adjusted EBIT in Europe increased $64 million to $192 million for the six months ended June 30, 2013 compared to $128 million for the six months ended June 30, 2012 primarily as a result of:

 

·                  margins earned on higher production sales;

·                  incremental margin earned on new programs that launched during or subsequent to the six months ended June 30, 2012;

·                 acquisitions completed during or subsequent to the six months ended June 30, 2012, including ixetic;

·                  the benefit of restructuring and downsizing activities undertaken during or subsequent to the six months ended June 30, 2012;

·                  lower costs incurred in preparation for upcoming launches;

·                  decreased commodity costs; and

·                  productivity and efficiency improvements at certain facilities.

 

These factors were partially offset by:

 

·                  favourable settlement of certain commercial items in the second quarter of 2012;

·                  a larger amount of employee profit sharing;

·                  higher restructuring and downsizing costs;

·                  the re-acquisition, in the second quarter of 2012, of an interior systems operation; and

·                  operational inefficiencies and other costs at certain facilities.

 

Rest of World

 

Rest of World Adjusted EBIT increased $27 million to $2 million for the six months ended June 30, 2013 compared to a loss of $25 million for the six months ended June 30, 2012 primarily as a result of:

 

·                  margins earned on higher production sales, including margins earned on the launch of new facilities and new programs;

·                  productivity and efficiency improvements at certain facilities; and

·                  lower restructuring and downsizing costs.

 

These factors were partially offset by:

 

·                  higher costs related to new facilities;

·                  higher affiliation fees paid to Corporate; and

·                  a larger amount of employee profit sharing.

 

Corporate and Other

 

Corporate and Other Adjusted EBIT increased $21 million to $17 million for the six months ended June 30, 2013 compared to a loss of $4 million for the six months ended June 30, 2012. The loss related to our equity accounted investment in E-Car included in Corporate and Other was $22 million for the six months ended June 30, 2012. Excluding E-Car, Corporate and Other Adjusted EBIT decreased $1 million to $17 million for the six months ended June 30, 2013 compared to $18 million for the six months ended June 30, 2012 primarily as a result of:

 

·                  the recovery of due diligence costs in the second quarter of 2012;

·                  higher incentive compensation; and

·                  lower equity income.

 

These factors were partially offset by:

 

·                  $10 million of cash received related to the settlement of ABCP between the Investment Industry Regulatory Organization of Canada and financial institutions;

·                  an increase in affiliation fees earned from our divisions; and

·                  a loss on disposal of an investment in the second quarter of 2012.

 

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 six months ended June 30, 2013, 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, 2012.

 

15



 

CONTROLS AND PROCEDURES

 

There have been no changes in our internal controls over financial reporting that occurred during the six months ended June 30, 2013 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: light vehicle production and operating performance in our reporting segments; implementation of improvement plans in our underperforming operations, and/or restructuring actions, including but not limited to, Europe and South America; improved future financial results in South America and Europe; and future repurchases of Common Shares under our Normal Course Issuer Bid. The forward-looking information in this MD&A 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 potential for a deterioration of economic conditions or an extended period of economic uncertainty; declines in consumer confidence and the impact on production volume levels; risks arising from the recession in Europe, including the potential for a deterioration of sales of our three largest German-based OEM customers; inability to sustain or grow our business with OEMs; restructuring actions by OEMs, including plant closures; restructuring, downsizing and/or other significant non-recurring costs; continued underperformance of one or more of our operating divisions; our ability to successfully launch material new or takeover business; liquidity risks; bankruptcy or insolvency of a major customer or supplier; a prolonged disruption in the supply of components to us from our suppliers; scheduled shutdowns of our customers’ production facilities (typically in the third and fourth quarters of each calendar year); shutdown of our or our customers’ or sub-suppliers’ production facilities due to a labour disruption; our ability to successfully compete with other automotive suppliers; a 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; a shift away from technologies in which we are investing; risks arising due to the failure of a major financial institution; impairment charges related to goodwill, long-lived assets and deferred tax assets; shifts in market share away from our top customers; 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, South America and other non-traditional markets for us; exposure to, and ability to offset, volatile commodities prices; fluctuations in relative currency values; our ability to successfully identify, complete and integrate acquisitions or achieve anticipated synergies; our ability to conduct appropriate due diligence on acquisition targets; ongoing pricing pressures, including our ability to offset price concessions demanded by our customers; warranty and recall costs; risk of production disruptions due to natural disasters; pension liabilities; legal claims and/or regulatory actions against us; our ability to understand and compete successfully in non-automotive businesses in which we pursue opportunities; 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; inability to achieve future investment returns that equal or exceed past returns; the unpredictability of, and fluctuation in, the trading price of our Common Shares; work stoppages and labour relations disputes; changes in credit ratings assigned to us; changes in laws and governmental regulations; costs associated with compliance with environmental laws and regulations; 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.

 

16



 

MAGNA INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF INCOME

[Unaudited]

[U.S. dollars in millions, except per share figures]

 

 

 

 

 

Three months ended

 

Six months ended

 

 

 

 

 

June 30,

 

June 30,

 

 

 

Note

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

 

 

$

8,962

 

$

7,727

 

$

17,323

 

$

15,393

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

 

7,794

 

6,742

 

15,111

 

13,427

 

Depreciation and amortization

 

 

 

260

 

184

 

515

 

355

 

Selling, general and administrative

 

11

 

410

 

368

 

777

 

766

 

Interest expense, net

 

 

 

4

 

5

 

8

 

10

 

Equity income

 

 

 

(49

)

(42

)

(94

)

(74

)

Other expense, net

 

2

 

 

 

6

 

 

Income from operations before income taxes

 

 

 

543

 

470

 

1,000

 

909

 

Income taxes

 

 

 

131

 

121

 

221

 

219

 

Net income

 

 

 

412

 

349

 

779

 

690

 

Net loss attributable to non-controlling interests

 

 

 

3

 

 

5

 

2

 

Net income attributable to Magna International Inc.

 

 

 

$

415

 

$

349

 

$

784

 

$

692

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per Common Share:

 

3

 

 

 

 

 

 

 

 

 

Basic

 

 

 

$

1.80

 

$

1.50

 

$

3.39

 

$

2.98

 

Diluted

 

 

 

$

1.78

 

$

1.48

 

$

3.35

 

$

2.94

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per Common Share

 

 

 

$

0.320

 

$

0.275

 

$

0.640

 

$

0.550

 

 

 

 

 

 

 

 

 

 

 

 

 

Average number of Common Shares outstanding during the period [in millions]:

 

3

 

 

 

 

 

 

 

 

 

Basic

 

 

 

230.6

 

232.5

 

231.5

 

232.5

 

Diluted

 

 

 

233.2

 

235.3

 

234.2

 

235.3

 

 

See accompanying notes

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

[Unaudited]

[U.S. dollars in millions]

 

 

 

 

 

Three months ended

 

Six months ended

 

 

 

 

 

June 30,

 

June 30,

 

 

 

Note

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

$

412

 

$

349

 

$

779

 

$

690

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income, net of tax:

 

13

 

 

 

 

 

 

 

 

 

Net unrealized loss on translation of net investment in foreign operations

 

 

 

(91

)

(194

)

(224

)

(95

)

Net unrealized loss on available-for-sale investments

 

 

 

(5

)

(1

)

(4

)

(4

)

Net unrealized (loss) gain on cash flow hedges

 

 

 

(36

)

(14

)

(28

)

37

 

Reclassification of net gain on cash flow hedges to net income

 

 

 

(6

)

(8

)

(12

)

(5

)

Reclassification of net loss on pensions to net income

 

 

 

3

 

 

6

 

 

Other comprehensive loss

 

 

 

(135

)

(217

)

(262

)

(67

)

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

277

 

132

 

517

 

623

 

Comprehensive loss attributable to non-controlling interests

 

 

 

3

 

 

5

 

1

 

Comprehensive income attributable to Magna International Inc.

 

 

 

$

280

 

$

132

 

$

522

 

$

624

 

 

See accompanying notes

 

17



 

MAGNA INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

[Unaudited]

[U.S. dollars in millions]

 

 

 

 

 

Three months ended

 

Six months ended

 

 

 

 

 

June 30,

 

June 30,

 

 

 

Note

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided from (used for):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

$

412

 

$

349

 

$

779

 

$

690

 

Items not involving current cash flows

 

4

 

302

 

237

 

542

 

427

 

 

 

 

 

714

 

586

 

1,321

 

1,117

 

Changes in non-cash operating assets and liabilities

 

4

 

(12

)

(122

)

(468

)

(424

)

Cash provided from operating activities

 

 

 

702

 

464

 

853

 

693

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

Fixed asset additions

 

 

 

(232

)

(267

)

(426

)

(517

)

Purchase of subsidiaries

 

 

 

 

19

 

 

(23

)

Increase in investments and other assets

 

 

 

(53

)

(35

)

(101

)

(69

)

Proceeds from disposition

 

 

 

30

 

25

 

60

 

78

 

Cash used for investing activities

 

 

 

(255

)

(258

)

(467

)

(531

)

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in bank indebtedness

 

 

 

21

 

(23

)

(5

)

(22

)

Repayments of debt

 

 

 

(60

)

(120

)

(101

)

(215

)

Settlement of stock options

 

 

 

 

 

(23

)

(4

)

Issues of debt

 

 

 

25

 

158

 

57

 

272

 

Issue of Common Shares

 

 

 

11

 

 

50

 

3

 

Repurchase of Common Shares

 

12

 

(337

)

 

(425

)

 

Contribution to subsidiaries by non-controlling interests

 

 

 

4

 

 

4

 

 

Dividends paid

 

 

 

(72

)

(64

)

(145

)

(127

)

Cash used for financing activities

 

 

 

(408

)

(49

)

(588

)

(93

)

 

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

 

(7

)

(29

)

(41

)

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents during the period

 

 

 

32

 

128

 

(243

)

68

 

Cash and cash equivalents, beginning of period

 

 

 

1,247

 

1,265

 

1,522

 

1,325

 

Cash and cash equivalents, end of period

 

 

 

$

1,279

 

$

1,393

 

$

1,279

 

$

1,393

 

 

See accompanying notes

 

18



 

MAGNA INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS

[Unaudited]

[U.S. dollars in millions]

 

 

 

 

 

As at

 

As at

 

 

 

 

 

June 30,

 

December 31,

 

 

 

Note

 

2013

 

2012

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

4

 

$

1,279

 

$

1,522

 

Accounts receivable

 

 

 

5,552

 

4,774

 

Inventories

 

5

 

2,705

 

2,512

 

Deferred tax assets

 

 

 

203

 

170

 

Prepaid expenses and other

 

 

 

179

 

157

 

 

 

 

 

9,918

 

9,135

 

 

 

 

 

 

 

 

 

Investments

 

14

 

398

 

385

 

Fixed assets, net

 

 

 

5,143

 

5,273

 

Goodwill

 

 

 

1,485

 

1,473

 

Deferred tax assets

 

 

 

89

 

90

 

Other assets

 

6

 

661

 

753

 

 

 

 

 

$

17,694

 

$

17,109

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Bank indebtedness

 

 

 

$

54

 

$

71

 

Accounts payable

 

 

 

4,885

 

4,450

 

Accrued salaries and wages

 

 

 

631

 

617

 

Other accrued liabilities

 

7

 

1,453

 

1,185

 

Income taxes payable

 

 

 

7

 

93

 

Deferred tax liabilities

 

 

 

20

 

19

 

Long-term debt due within one year

 

8

 

211

 

249

 

 

 

 

 

7,261

 

6,684

 

 

 

 

 

 

 

 

 

Long-term employee benefit liabilities

 

9

 

544

 

560

 

Long-term debt

 

8

 

99

 

112

 

Other long-term liabilities

 

10

 

196

 

154

 

Deferred tax liabilities

 

 

 

136

 

141

 

 

 

 

 

8,236

 

7,651

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

Capital stock

 

 

 

 

 

 

 

Common Shares
[issued: 228,068,985; December 31, 2012 – 233,115,783]

 

12

 

4,342

 

4,391

 

Contributed surplus

 

 

 

64

 

80

 

Retained earnings

 

 

 

4,812

 

4,462

 

Accumulated other comprehensive income

 

13

 

212

 

496

 

 

 

 

 

9,430

 

9,429

 

 

 

 

 

 

 

 

 

Non-controlling interests

 

 

 

28

 

29

 

 

 

 

 

9,458

 

9,458

 

 

 

 

 

$

17,694

 

$

17,109

 

 

See accompanying notes

 

19



 

MAGNA INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

[Unaudited]

[U.S. dollars in millions]

 

 

 

 

 

Common Shares

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

Stated

 

Contributed

 

Retained

 

 

 

controlling

 

Total

 

 

 

Note

 

Number

 

Value

 

Surplus

 

Earnings

 

AOCI (i)

 

Interest

 

Equity

 

 

 

 

 

[in millions]

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2012

 

 

 

233.1

 

$

4,391

 

$

80

 

$

4,462

 

$

496

 

$

29

 

$

9,458

 

Net income

 

 

 

 

 

 

 

 

 

784

 

 

 

(5

)

779

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

(262

)

 

 

(262

)

Issues of shares by subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

4

 

Shares issued on exercise of stock options

 

 

 

1.7

 

68

 

(18

)

 

 

 

 

 

 

50

 

Repurchase and cancellation under normal course issuer bid

 

12

 

(6.8

)

(129

)

 

 

(274

)

(22

)

 

 

(425

)

Release of restricted stock

 

 

 

 

 

7

 

(7

)

 

 

 

 

 

 

 

Stock-based compensation expense

 

11

 

 

 

 

 

18

 

 

 

 

 

 

 

18

 

Settlement of stock options

 

11

 

 

 

 

 

(9

)

(10

)

 

 

 

 

(19

)

Dividends paid

 

 

 

0.1

 

5

 

 

 

(150

)

 

 

 

 

(145

)

Balance, June 30, 2013

 

 

 

228.1

 

$

4,342

 

$

64

 

$

4,812

 

$

212

 

$

28

 

$

9,458

 

 

 

 

 

 

Common Shares

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

Stated

 

Contributed

 

Retained

 

 

 

controlling

 

Total

 

 

 

Note

 

Number

 

Value

 

Surplus

 

Earnings

 

AOCI (i)

 

Interest

 

Equity

 

 

 

 

 

[in millions]

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2011

 

 

 

233.3

 

$

4,373

 

$

63

 

$

3,317

 

$

422

 

$

27

 

$

8,202

 

Net income

 

 

 

 

 

 

 

 

 

692

 

 

 

(2

)

690

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

(68

)

1

 

(67

)

Divestiture of subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

(4

)

(4

)

Shares issued on exercise of stock options

 

 

 

0.1

 

4

 

(1

)

 

 

 

 

 

 

3

 

Release of restricted stock

 

 

 

 

 

5

 

(5

)

 

 

 

 

 

 

 

Stock-based compensation expense

 

11

 

 

 

 

 

18

 

 

 

 

 

 

 

18

 

Settlement of stock options

 

11

 

 

 

 

 

(1

)

(2

)

 

 

 

 

(3

)

Dividends paid

 

 

 

0.1

 

2

 

 

 

(129

)

 

 

 

 

(127

)

Balance, June 30, 2012

 

 

 

233.5

 

$

4,384

 

$

74

 

$

3,878

 

$

354

 

$

22

 

$

8,712

 

 

(i)       AOCI is Accumulated Other Comprehensive Income.

 

See accompanying notes

 

20



 

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 United States dollars following United States generally accepted accounting principles [“GAAP”] as further discussed in note 1[b] and the accounting policies as set out in note 1 to the annual consolidated financial statements for the year ended December 31, 2012.

 

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, 2012 audited consolidated financial statements and notes included in the Company’s 2012 Annual Report.

 

In the opinion of management, 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 June 30, 2013 and the results of operations, changes in equity and cash flows for the three-month and six-month periods ended June 30, 2013 and 2012.

 

[b]   Accounting Changes

 

Intangibles

 

In July 2012, the Financial Accounting Standards Board issued Accounting Standards Update [“ASU”] 2012-02, “Intangibles — Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment”. ASU 2012-02 provides an option to first perform a qualitative assessment to determine whether it is more-likely-than-not that an indefinite-lived intangible asset is impaired. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

 

[c]   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 of 2013, the Company recorded net restructuring charges of $6 million [$6 million after tax] in Europe at its exterior and interior systems operations.

 

21



 

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]

 

3.     EARNINGS PER SHARE

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Magna International Inc.

 

$

415

 

$

349

 

$

784

 

$

692

 

 

 

 

 

 

 

 

 

 

 

Average number of Common Shares outstanding

 

230.6

 

232.5

 

231.5

 

232.5

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per Common Share

 

$

1.80

 

$

1.50

 

$

3.39

 

$

2.98

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Magna International Inc.

 

$

415

 

$

349

 

$

784

 

$

692

 

 

 

 

 

 

 

 

 

 

 

Average number of Common Shares outstanding

 

230.6

 

232.5

 

231.5

 

232.5

 

Adjustments

 

 

 

 

 

 

 

 

 

Stock options and restricted stock [a]

 

2.6

 

2.8

 

2.7

 

2.8

 

 

 

233.2

 

235.3

 

234.2

 

235.3

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per Common Share

 

$

1.78

 

$

1.48

 

$

3.35

 

$

2.94

 

 

[a]   For the three and six months ended June 30, 2013, diluted earnings per Common Share exclude nil [2012 — 2.6 million] and 0.2 million [2012 — 2.1 million] 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:

 

 

 

June 30,

 

December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Bank term deposits, bankers’ acceptances and government paper

 

$

1,112

 

$

1,220

 

Cash

 

167

 

302

 

 

 

$

1,279

 

$

1,522

 

 

[b]   Items not involving current cash flows:

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

260

 

$

184

 

$

515

 

$

355

 

Other non-cash charges

 

58

 

48

 

82

 

67

 

Amortization of other assets included in cost of goods sold

 

36

 

31

 

66

 

56

 

Deferred income taxes

 

(3

)

16

 

(27

)

23

 

Equity income

 

(49

)

(42

)

(94

)

(74

)

 

 

$

302

 

$

237

 

$

542

 

$

427

 

 

22


 


 

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]

 

4.              DETAILS OF CASH FROM OPERATING ACTIVITIES (CONTINUED)

 

[c]          Changes in non-cash operating assets and liabilities:

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Accounts receivable

 

$

26

 

$

56

 

$

(948

)

$

(695

)

Inventories

 

(93

)

(148

)

(251

)

(302

)

Prepaid expenses and other

 

(6

)

17

 

(33

)

18

 

Accounts payable

 

197

 

(122

)

525

 

307

 

Accrued salaries and wages

 

(72

)

(64

)

29

 

9

 

Other accrued liabilities

 

(53

)

83

 

262

 

201

 

Income taxes payable

 

(9

)

57

 

(51

)

41

 

Deferred revenue

 

(2

)

(1

)

(1

)

(3

)

 

 

$

(12

)

$

(122

)

$

(468

)

$

(424

)

 

5.              INVENTORIES

 

Inventories consist of:

 

 

 

June 30,

 

December 31,

 

 

 

2013

 

2012

 

Raw materials and supplies

 

$

931

 

$

911

 

Work-in-process

 

276

 

260

 

Finished goods

 

300

 

283

 

Tooling and engineering

 

1,198

 

1,058

 

 

 

$

2,705

 

$

2,512

 

 

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.              OTHER ASSETS

 

Other assets consist of:

 

 

 

June 30,

 

December 31,

 

 

 

2013

 

2012

 

Preproduction costs related to long-term supply agreements with contractual guarantee for reimbursement

 

$

289

 

$

297

 

Long-term receivables

 

115

 

95

 

Patents and licences, net

 

32

 

34

 

Unrealized gain on cash flow hedges

 

21

 

32

 

E-Car intangible

 

79

 

158

 

Other, net

 

125

 

137

 

 

 

$

661

 

$

753

 

 

23



 

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]

 

7.              WARRANTY

 

The following is a continuity of the Company’s warranty accruals:

 

 

 

2013

 

2012

 

Balance, beginning of period

 

$

94

 

$

76

 

Expense, net

 

9

 

10

 

Settlements

 

(5

)

(5

)

Foreign exchange and other

 

8

 

2

 

Balance, March 31

 

106

 

83

 

Expense, net

 

11

 

9

 

Settlements

 

(6

)

(7

)

Foreign exchange and other

 

(9

)

(1

)

Balance, June 30

 

$

102

 

$

84

 

 

8.              LONG-TERM DEBT

 

On June 20, 2013, the Company amended its existing $2.25 billion revolving credit facility to become a five year facility with a maturity of June 20, 2018.  The facility now 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.

 

9.              LONG-TERM EMPLOYEE BENEFIT LIABILITIES

 

The Company recorded long-term employee benefit expenses as follows:

 

                                                           

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Defined benefit pension plan and other

 

$

4

 

$

3

 

$

8

 

$

5

 

Termination and long service arrangements

 

6

 

7

 

14

 

15

 

Retirement medical benefit plan

 

1

 

1

 

1

 

1

 

 

 

$

11

 

$

11

 

$

23

 

$

21

 

 

10.       OTHER LONG-TERM LIABILITIES

 

Other long-term liabilities consist of:

 

 

 

June 30,

 

December 31,

 

 

 

2013

 

2012

 

Long-term portion of income taxes payable

 

$

121

 

$

94

 

Asset retirement obligation

 

38

 

39

 

Long-term portion of fair value of hedges

 

28

 

10

 

Deferred revenue

 

9

 

11

 

 

 

$

196

 

$

154

 

 

24



 

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]

 

11.       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]:

 

 

 

2013

 

2012

 

 

 

Options outstanding

 

Number

 

Options outstanding

 

Number

 

 

 

Number

 

Exercise

 

of options

 

Number

 

Exercise

 

of options

 

 

 

of options

 

price (i)

 

exercisable

 

of options

 

price (i)

 

exercisable

 

Beginning of period

 

6,623,242

 

35.39

 

3,227,574

 

6,867,367

 

31.54

 

2,066,700

 

Granted

 

1,060,000

 

57.02

 

 

1,341,500

 

48.22

 

 

Exercised (ii)

 

(2,178,383

)

29.76

 

(2,178,383

)

(321,454

)

25.83

 

(321,454

)

Cancelled

 

(37,500

)

50.17

 

(20,000

)

 

 

 

Vested

 

 

 

2,105,501

 

 

 

2,366,667

 

March 31

 

5,467,359

 

41.73

 

3,134,692

 

7,887,413

 

34.61

 

4,111,913

 

Granted

 

 

 

 

47,500

 

48.22

 

 

Exercised

 

(329,881

)

37.05

 

(329,881

)

(5,000

)

32.75

 

(5,000

)

Cancelled

 

(81,665

)

52.05

 

(41,667

)

(46,966

)

57.14

 

(36,966

)

Vested

 

 

 

30,002

 

 

 

 

June 30

 

5,055,813

 

41.87

 

2,793,146

 

7,882,947

 

34.56

 

4,069,947

 

 

(i)            The exercise price noted above represents the weighted average exercise price in Canadian dollars.

 

(ii)        On February 27, 2013, 133,333 options were exercised on a cashless basis in accordance with the applicable stock option plans.  On exercise, cash payments totalling $3 million were made to the stock option holder.

 

On March 14, 2013, the Company’s Honorary Chairman and Founder, Mr. Stronach exercised 716,666 options on a cashless basis in accordance with the applicable stock option plans. On exercise, cash payments totalling $20 million were made to Mr. Stronach.

 

All cash payments were calculated using the difference between the aggregate fair market value of the Option Shares based on the closing price of the Company’s Common Shares on the Toronto Stock Exchange [“TSX”] on the date of exercise and the aggregate Exercise Price of all such options surrendered.

 

The weighted average assumptions used in measuring the fair value of stock options granted or modified and the compensation expense recorded in selling, general and administrative expenses are as follows:

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Risk free interest rate

 

 

2.23

%

1.32

%

2.23

%

Expected dividend yield

 

 

2.00

%

2.00

%

2.00

%

Expected volatility

 

 

43

%

34

%

43

%

Expected time until exercise

 

 

4.5 years

 

4.5 years

 

4.5 years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average fair value of options granted or modified in period [Cdn$]

 

$

 

$

12.11

 

$

14.02

 

$

15.37

 

 

25



 

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]

 

11.       STOCK-BASED COMPENSATION (CONTINUED)

 

[b]         Long-term retention program

 

The following is a continuity of the stock that has not been released to the 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]:

 

 

 

2013

 

2012

 

 

 

Number

 

Stated

 

Number

 

Stated

 

 

 

of shares

 

value

 

of Shares

 

value

 

Awarded and not released, beginning of period

 

882,988

 

$

30

 

1,026,304

 

$

35

 

Release of restricted stock

 

(152,512

)

(5

)

(143,316

)

(5

)

Awarded and not released, March 31 and June 30

 

730,476

 

$

25

 

882,988

 

$

30

 

 

[c]          Restricted stock unit program

 

The following is a continuity schedule of restricted stock units [“RSUs”] and Independent Director stock units [“DSUs”] outstanding [number of stock units in the table below are expressed in whole numbers]:

 

 

 

2013

 

2012

 

 

 

Equity

 

Liability

 

Liability

 

 

 

Equity

 

Liability

 

Liability

 

 

 

 

 

classified

 

classified

 

classified

 

 

 

classified

 

classified

 

classified

 

 

 

 

 

RSUs

 

RSUs

 

DSUs

 

Total

 

RSUs

 

RSUs

 

DSUs

 

Total

 

Balance, beginning of period

 

605,430

 

20,099

 

206,923

 

832,452

 

367,726

 

29,806

 

198,446

 

595,978

 

Granted

 

70,636

 

14,825

 

10,013

 

95,474

 

94,238

 

15,364

 

8,565

 

118,167

 

Dividend equivalents

 

415

 

194

 

1,206

 

1,815

 

467

 

263

 

1,201

 

1,931

 

Released

 

(8,259

)

 

(113,007

)

(121,266

)

(8,259

)

 

 

(8,259

)

Balance, March 31

 

668,222

 

35,118

 

105,135

 

808,475

 

454,172

 

45,433

 

208,212

 

707,817

 

Granted

 

71,391

 

 

7,523

 

78,914

 

101,672

 

 

8,838

 

110,510

 

Dividend equivalents

 

348

 

164

 

626

 

1,138

 

558

 

325

 

1,522

 

2,405

 

Released

 

(10,386

)

 

 

(10,386

)

(10,123

)

 

 

(10,123

)

Balance, June 30

 

729,575

 

35,282

 

113,284

 

878,141

 

546,279

 

45,758

 

218,572

 

810,609

 

 

[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

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Incentive Stock Option Plan

 

$

4

 

$

5

 

$

8

 

$

9

 

Long-term retention

 

1

 

1

 

2

 

2

 

Restricted stock unit

 

5

 

4

 

8

 

8

 

 

 

10

 

10

 

18

 

19

 

Fair value adjustment for liability classified DSUs

 

2

 

(1

)

4

 

2

 

Total stock-based compensation expense

 

$

12

 

$

9

 

$

22

 

$

21

 

 

26



 

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]

 

12.       COMMON SHARES

 

[a]         During the six months ended June 30, 2013, the Company purchased for cancellation 6,787,803 Common Shares under a normal course issuer bid for cash consideration of $425 million.

 

[b]         The following table presents the maximum number of shares that would be outstanding if all the dilutive instruments outstanding at August 8, 2013 were exercised or converted:

 

Common Shares

 

228,116,201

 

Stock options (i)

 

5,008,598

 

 

 

233,124,799

 

 

(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.

 

13.       ACCUMULATED OTHER COMPREHENSIVE INCOME

 

The following is a continuity schedule of accumulated other comprehensive income:

 

 

 

2013

 

2012

 

Accumulated net unrealized gain on translation of net investment in foreign operations

 

 

 

 

 

Balance, beginning of period

 

$

629

 

$

547

 

Net unrealized (loss) gain on translation of net investment in foreign operations

 

(133

)

98

 

Repurchase of shares under normal course issuer bid

 

(5

)

 

Balance, March 31

 

491

 

645

 

Net unrealized loss on translation of net investment in foreign operations

 

(91

)

(194

)

Repurchase of shares under normal course issuer bid

 

(17

)

 

Balance, June 30

 

383

 

451

 

 

 

 

 

 

 

Accumulated net unrealized (loss) gain on cash flow hedges (i)

 

 

 

 

 

Balance, beginning of period

 

34

 

(23

)

Net unrealized gain on cash flow hedges

 

8

 

51

 

Reclassification of net (gain) loss on cash flow hedges to net income

 

(6

)

3

 

Balance, March 31

 

36

 

31

 

Net unrealized loss on cash flow hedges

 

(36

)

(14

)

Reclassification of net gain on cash flow hedges to net income

 

(6

)

(8

)

Balance, June 30

 

(6

)

9

 

 

 

 

 

 

 

Accumulated net unrealized (loss) gain on available-for-sale investments

 

 

 

 

 

Balance, beginning of period

 

1

 

5

 

Net unrealized gain (loss) on investments

 

1

 

(3

)

Balance, March 31

 

2

 

2

 

Net unrealized loss on investments

 

(5

)

(1

)

Balance, June 30

 

(3

)

1

 

 

 

 

 

 

 

Accumulated net unrealized loss on long-term employee benefit liabilities (ii)

 

 

 

 

 

Balance, beginning of period

 

(168

)

(107

)

Reclassification of net loss on pensions to net income

 

3

 

 

Balance, March 31

 

(165

)

(107

)

Reclassification of net loss on pensions to net income

 

3

 

 

Balance, June 30

 

(162

)

(107

)

 

 

 

 

 

 

Total accumulated other comprehensive income

 

$

212

 

$

354

 

 

27



 

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]

 

13.       ACCUMULATED OTHER COMPREHENSIVE INCOME (CONTINUED)

 

(i)            The amount of income tax obligation that has been netted in the accumulated net unrealized gain on cash flow hedges is as follows:

 

 

 

2013

 

2012

 

Balance, beginning of period

 

$

(13

)

$

12

 

Net unrealized gain

 

(4

)

(21

)

Reclassifications of net gain (loss) on cash flow hedges to net income

 

2

 

(1

)

Balance, March 31

 

(15

)

(10

)

Net unrealized loss

 

13

 

7

 

Reclassifications of net gain to net income

 

3

 

2

 

Balance, June 30

 

$

1

 

$

(1

)

 

(ii)        The amount of income tax benefit that has been netted in the accumulated net unrealized loss on long-term employee benefit liabilities is as follows:

 

 

 

2013

 

2012

 

Balance, beginning of period

 

$

36

 

$

24

 

Reclassification of net loss to net income

 

(1

)

 

Balance, March 31

 

35

 

24

 

Reclassification of net (loss) gain to net income

 

(1

)

1

 

Balance, June 30

 

$

34

 

$

25

 

 

The amount of other comprehensive income that is expected to be reclassified to net income over the next 12 months is nil [net of income taxes of $1 million].

 

14.       FINANCIAL INSTRUMENTS

 

[a]         The Company’s financial assets and financial liabilities consist of the following:

 

 

 

June 30,

 

December 31,

 

 

 

2013

 

2012

 

Held for trading

 

 

 

 

 

Cash and cash equivalents

 

$

1,279

 

$

1,522

 

Investment in asset-backed commercial paper

 

91

 

90

 

 

 

$

1,370

 

$

1,612

 

Held to maturity investments

 

 

 

 

 

Severance investments

 

$

5

 

$

8

 

 

 

 

 

 

 

Available-for-sale

 

 

 

 

 

Equity investments

 

$

4

 

$

9

 

 

 

 

 

 

 

Loans and receivables

 

 

 

 

 

Accounts receivable

 

$

5,552

 

$

4,774

 

Long-term receivables included in other assets

 

115

 

95

 

 

 

$

5,667

 

$

4,869

 

Other financial liabilities

 

 

 

 

 

Bank indebtedness

 

$

54

 

$

71

 

Long-term debt (including portion due within one year)

 

310

 

361

 

Accounts payable

 

4,885

 

4,450

 

 

 

$

5,249

 

$

4,882

 

 

28


 


 

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]

 

14.       FINANCIAL INSTRUMENTS (CONTINUED)

 

 

 

June 30,

 

December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Derivatives designated as effective hedges, measured at fair value

 

 

 

 

 

Foreign currency contracts

 

 

 

 

 

Prepaid expenses

 

$

33

 

$

37

 

Other assets

 

21

 

32

 

Other accrued liabilities

 

(29

)

(11

)

Other long-term liabilities

 

(27

)

(9

)

 

 

(2

)

49

 

Natural gas contracts

 

 

 

 

 

Prepaid expenses

 

 

2

 

Other accrued liabilities

 

(2

)

(3

)

Other long-term liabilities

 

(1

)

(1

)

 

 

(3

)

(2

)

 

 

$

(5

)

$

47

 

 

[b]         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 interim consolidated balance sheets are reasonable estimates of fair values.

 

Investments

 

At June 30, 2013, the Company held Canadian third party asset-backed commercial paper [“ABCP”] with a face value of Cdn$107 million [December 31, 2012 - Cdn$107 million]. The carrying value and estimated fair value of this investment was Cdn$95 million [December 31, 2012 - Cdn$90 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 June 30, 2013, the Company held available-for-sale investments in publicly traded companies. The carrying value and fair value of these investments was $4 million, which was based on the closing share price of the investments on June 30, 2013.

 

Term debt

 

The Company’s term debt includes $211 million due within one year. Due to the short period to maturity of this debt, the carrying value as presented in the interim consolidated balance sheets is a reasonable estimate of its fair value.

 

29



 

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]

 

14.       FINANCIAL INSTRUMENTS (CONTINUED)

 

[c]          Credit risk

 

The Company’s financial assets that are exposed to credit risk consist primarily of cash and cash equivalents, accounts receivable, held to maturity investments, and foreign exchange forward contracts with positive fair values.

 

The Company’s held for trading investments include an investment in ABCP. Given the continuing uncertainties regarding the value of the underlying assets, the amount and timing over cash flows and the risk of collateral calls in the event that spreads widened considerably, the Company could be exposed to further losses on its investment.

 

Cash and cash equivalents, which consists of short-term investments, are only invested in governments, bank term deposits and bank commercial paper with an investment grade credit rating. Credit risk is further reduced by limiting the amount which is invested in certain governments or any major financial institution.

 

The Company is also exposed to credit risk from the potential default by any of its counterparties on its foreign exchange forward contracts. The Company mitigates this credit risk by dealing with counterparties who are major financial institutions that the Company anticipates will satisfy their obligations under the contracts.

 

In the normal course of business, the Company is exposed to credit risk from its customers, substantially all of which are in the automotive industry and are subject to credit risks associated with the automotive industry. For both the three and six-month periods ended June 30, 2013, sales to the Company’s six largest customers represented 83% of the Company’s total sales, and substantially all of the Company’s sales are to customers in which it has ongoing contractual relationships.

 

[d]         Interest rate risk

 

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and current liabilities. In particular, the amount of interest income earned on the Company’s cash and cash equivalents is impacted more by the investment decisions made and the demands to have available cash on hand, than by movements in the interest rates over a given period.

 

In addition, the Company is not exposed to interest rate risk on its term debt instruments as the interest rates on these instruments are fixed.

 

[e]          Currency risk and foreign exchange contracts

 

The Company operates globally, which gives rise to a risk that its earnings and cash flows may be adversely impacted by fluctuations in foreign exchange rates. The Company is exposed to fluctuations in foreign exchange rates when manufacturing facilities have committed to the delivery of products for which the selling price has been quoted in currencies other than the facilities’ functional currency, or when materials and equipment are purchased in currencies other than the facilities’ functional currency.

 

In an effort to manage this net foreign exchange exposure, the Company uses foreign exchange forward contracts for the sole purpose of hedging certain of the Company’s future committed Canadian dollar, U.S. dollar and euro outflows and inflows. All derivative instruments, including foreign exchange contracts, are recorded on the interim consolidated balance sheet at fair value. To the extent that cash flow hedges are effective, the change in their fair value is recorded in other comprehensive income; any ineffective portion is recorded in net income. Amounts accumulated in other comprehensive income are reclassified to net income in the period in which the hedged item affects net income.

 

30



 

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]

 

14.       FINANCIAL INSTRUMENTS (CONTINUED)

 

At June 30, 2013, 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

 

224

 

1,036

 

euro amount

 

56

 

7

 

 

 

 

 

 

 

For U.S. dollars

 

 

 

 

 

Peso amount

 

5,023

 

521

 

 

 

 

 

 

 

For euros

 

 

 

 

 

U.S. amount

 

59

 

198

 

GBP amount

 

66

 

47

 

Czech Koruna amount

 

4,444

 

 

Polish Zlotys amount

 

232

 

 

 

Forward contracts mature at various dates through 2018. Foreign currency exposures are reviewed quarterly.

 

As a result of the hedging programs employed, foreign currency transactions in any given period may not be fully impacted by movements in exchange rates. As at June 30, 2013, the net foreign exchange exposure was not material.

 

15.       CONTINGENCIES

 

[a]         In the ordinary course of business activities, the Company may be contingently liable for litigation and claims with customers, suppliers, former employees and other parties. In addition, the Company may be, or could become, liable to incur environmental remediation costs to bring environmental contamination levels back within acceptable legal limits. On an ongoing basis, the Company assesses the likelihood of any adverse judgments or outcomes to these matters as well as 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.

 

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;

 

31



 

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]

 

15.       CONTINGENCIES (CONTINUED)

 

·            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 late 2014, 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]         A putative class action lawsuit alleging violations of the United States Securities Exchange Act of 1934 was filed in May 2012 in the United States District Court, Southern District of New York, against the Company, as well as its Chief Executive Officer and Chief Financial Officer, as well as its founder.  Boilermaker-Blacksmith National Pension Trust [“BBNPT”] was appointed the lead plaintiff on an uncontested motion in July 2012.  BBNPT subsequently filed an amended complaint in October 2012, following which the defendants filed a motion seeking dismissal of the lawsuit. By March 12, 2013, the motion was fully briefed and submitted to the Court and the parties are now awaiting the Court’s decision. The defendants believe the lawsuit is without merit and therefore intend to vigorously defend the case. Given the early stages of the legal proceedings, it is not possible to predict the outcome of the claim.

 

[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 7]; 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.

 

16.       SEGMENTED INFORMATION

 

Given the differences between the regions in which the Company operates, Magna’s operations are segmented on a geographic basis between North America, Europe and Rest of World. Consistent with the above, the Company’s internal financial reporting separately segments key internal operating performance measures between North America, Europe 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 the long-term strategic direction and future global growth of the Company.

 

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 accounting policies of each segment are the same as those set out under “Significant Accounting Policies” [note 1] and intersegment sales and transfers are accounted for at fair market value.

 

32



 

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]

 

16.       SEGMENTED INFORMATION (CONTINUED)

 

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

 

 

 

June 30, 2013

 

June 30, 2012

 

 

 

 

 

 

 

 

 

Fixed

 

 

 

 

 

 

 

Fixed

 

 

 

Total

 

External

 

Adjusted

 

assets,

 

Total

 

External

 

Adjusted

 

assets,

 

 

 

sales

 

sales

 

EBIT

 

net

 

sales

 

sales

 

EBIT

 

net

 

North America

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

$

1,742

 

$

1,614

 

 

 

$

608

 

$

1,642

 

$

1,540

 

 

 

$

565

 

United States

 

2,164

 

2,040

 

 

 

1,020

 

1,907

 

1,784

 

 

 

824

 

Mexico

 

1,013

 

935

 

 

 

573

 

842

 

787

 

 

 

530

 

Eliminations

 

(300

)

 

 

 

 

(258

)

 

 

 

 

 

 

4,619

 

4,589

 

$

422

 

2,201

 

4,133

 

4,111

 

$

415

 

1,919

 

Europe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Western Europe (excluding Great Britain)

 

3,006

 

2,936

 

 

 

1,411

 

2,545

 

2,501

 

 

 

1,207

 

Great Britain

 

277

 

275

 

 

 

57

 

244

 

243

 

 

 

53

 

Eastern Europe

 

619

 

544

 

 

 

569

 

463

 

422

 

 

 

518

 

Eliminations

 

(96

)

 

 

 

 

(50

)

 

 

 

 

 

 

3,806

 

3,755

 

120

 

2,037

 

3,202

 

3,166

 

65

 

1,778

 

Rest of World

 

645

 

609

 

2

 

680

 

469

 

444

 

(16

)

549

 

Corporate and Other (i)

 

(108

)

9

 

3

 

225

 

(77

)

6

 

11

 

254

 

Total reportable segments

 

8,962

 

8,962

 

547

 

5,143

 

7,727

 

7,727

 

475

 

4,500

 

Interest expense, net

 

 

 

 

 

(4

)

 

 

 

 

 

 

(5

)

 

 

 

 

$

8,962

 

$

8,962

 

$

543

 

5,143

 

$

7,727

 

$

7,727

 

$

470

 

4,500

 

Current assets

 

 

 

 

 

 

 

9,918

 

 

 

 

 

 

 

9,241

 

Investments, goodwill, deferred tax assets, and other assets

 

 

 

 

 

 

 

2,633

 

 

 

 

 

 

 

2,247

 

Consolidated total assets

 

 

 

 

 

 

 

$

17,694

 

 

 

 

 

 

 

$

15,988

 

 

(i)           For the three months ended June 30, 2012, Corporate and Other includes $10 million equity loss related to the Companys investment in E-Car.

 

33



 

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]

 

16.       SEGMENTED INFORMATION (CONTINUED)

 

 

 

Six months ended

 

Six months ended

 

 

 

June 30, 2013

 

June 30, 2012

 

 

 

 

 

 

 

 

 

Fixed

 

 

 

 

 

 

 

Fixed

 

 

 

Total

 

External

 

Adjusted

 

assets,

 

Total

 

External

 

Adjusted

 

assets,

 

 

 

sales

 

sales

 

EBIT

 

net

 

sales

 

sales

 

EBIT

 

net

 

North America

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

$

3,423

 

$

3,167

 

 

 

$

608

 

$

3,249

 

$

3,038

 

 

 

$

565

 

United States

 

4,118

 

3,883

 

 

 

1,020

 

3,827

 

3,582

 

 

 

824

 

Mexico

 

1,978

 

1,827

 

 

 

573

 

1,676

 

1,570

 

 

 

530

 

Eliminations

 

(588

)

 

 

 

 

(517

)

 

 

 

 

 

 

8,931

 

8,877

 

$

803

 

2,201

 

8,235

 

8,190

 

$

820

 

1,919

 

Europe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Western Europe (excluding Great Britain)

 

5,908

 

5,771

 

 

 

1,411

 

5,045

 

4,960

 

 

 

1,207

 

Great Britain

 

495

 

491

 

 

 

57

 

511

 

508

 

 

 

53

 

Eastern Europe

 

1,146

 

998

 

 

 

569

 

932

 

851

 

 

 

518

 

Eliminations

 

(191

)

 

 

 

 

(98

)

 

 

 

 

 

 

7,358

 

7,260

 

192

 

2,037

 

6,390

 

6,319

 

128

 

1,778

 

Rest of World

 

1,239

 

1,174

 

2

 

680

 

922

 

872

 

(25

)

549

 

Corporate and Other (i)

 

(205

)

12

 

17

 

225

 

(154

)

12

 

(4

)

254

 

Total reportable segments

 

17,323

 

17,323

 

1,014

 

5,143

 

15,393

 

15,393

 

919

 

4,500

 

Other expense, net

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

 

 

 

(8

)

 

 

 

 

 

 

(10

)

 

 

 

 

$

17,323

 

$

17,323

 

$

1,000

 

5,143

 

$

15,393

 

$

15,393

 

$

909

 

4,500

 

Current assets

 

 

 

 

 

 

 

9,918

 

 

 

 

 

 

 

9,241

 

Investments, goodwill deferred tax assets and other assets

 

 

 

 

 

 

 

2,633

 

 

 

 

 

 

 

2,247

 

Consolidated total assets

 

 

 

 

 

 

 

$

17,694

 

 

 

 

 

 

 

$

15,988

 

 

(i)           For the six months ended June 30, 2012, Corporate and Other includes $22 million equity loss related to the Companys investment in E-Car.

 

17.       COMPARATIVE FIGURES

 

Certain of the comparative figures have been reclassified to conform to the current period’s method of presentation.

 

34


 


 

CORPORATE OFFICE

 

Magna International Inc.

337 Magna Drive

Aurora, Ontario

Canada L4G 7K1

Telephone:  (905) 726-2462

www.magna.com

 

TRANSFER AGENT AND REGISTRAR

 

Canada — Common Shares

Computershare Trust Company of Canada

100 University Avenue, 9th Floor

Toronto, Ontario, Canada M5J 2Y1

Telephone:  1-800-564-6253

 

United States — Common Shares

Computershare Trust Company N.A.

250 Royall Street

Canton, Massachusetts, USA 02021

Telephone:  (781) 575-3120

 

www.computershare.com

 

EXCHANGE LISTINGS

 

Common Shares

Toronto Stock Exchange                   MG

The New York Stock Exchange        MGA

 

Shareholders wishing to communicate with the non-management members of the Magna Board of Directors may do so by contacting the Chairman of Board through the office of Magna’s Corporate Secretary at 337 Magna Drive, Aurora, Ontario, Canada L4G 7K1 (905) 726-7070.

 

2012 Annual Report

 

Copies of the 2012 Annual Report may be obtained from: The Corporate Secretary, Magna International Inc., 337 Magna Drive, Aurora, Ontario, Canada L4G 7K1 or 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.