博格華納 (BWA) 2014 Q4 法說會逐字稿

Good morning. My name is Melissa, and I will be your conference facilitator. At this time, I would like to welcome everyone to the BorgWarner 2014 fourth quarter and full year end results earnings conference call.

(Operator Instructions)

I would now like to turn the call over to Ken Lamb, VP of Investor Relations. Mr. Lamb, you may begin your conference.

Thank you, Melissa. Good morning, and thank you all for joining us. We issued our earnings release this morning at around 8:00 AM Eastern time. It's posted on our website, borgwarner.com, on our investor relations homepage. A replay of today's conference call will be available through February 20, also on our website. The dial in number for that replay is 855-859-2056. You will need the conference ID which is 63271907.

With regard to our investor relations calendar, we will be attending the following conferences between now and our next earnings release. February 18, next week, we will be at the Barclay's Industrial Select Conference in Miami. April 1, we will be at the Bank of America Merrill Lynch New York Auto Summit. Now, before we begin, I need to inform you that during this call, we may make forward-looking statements which involve risks and uncertainties, as detailed in our 10-K. Our actual results may differ significantly from the matters discussed today.

Now, moving on to our results, James Verrier, President and CEO, will review highlights of our quarterly and full year operating results as well as some of our recent noteworthy accomplishments. And then Ron Hundzinski, our CFO, will discuss the details of our quarterly and full year operating results. With that, I will turn it over to James.

Thank you, Ken, and good day, everybody. Ron and I are pleased to review our fourth quarter and full year results with you as well as some of our recent accomplishments. Let me take a moment, though, before I begin to thank all of our employees around the world for another outstanding quarter and a really tremendous 2014. Your efforts drove great results that continued to lead our industry. Now on to our results.

First of all, the fourth quarter, reported sales were just under $2 billion, which is up 6% from a year ago or 7% when we exclude the impact of foreign currencies and the Wahler acquisition. US GAAP earnings were $0.61 per share or $0.75 per share when we exclude non-recurring charges. Our operating income margin again, excluding non-recurring charges, was an impressive 12.4% in the quarter. Two key factors drove the strong results. Solid sales growth and operational efficiency in the Engine segment and good cost controls across the corporation, again, to outstanding performance by our operations.

If I look at the two segments, let me start with the Engine segment where fourth-quarter sales were $1.4 billion, which is up 9% from a year ago. Our sales growth, excluding the impact of foreign currencies and Wahler, was also 9% as these items offset each other in the quarter. The strong results were lead primarily by strong turbocharger sales in Europe, China, and Korea.

In the Drivetrain segment, we saw sales of $615 million, which is down 2% from a year ago or up 2% when we exclude the foreign currencies. Drivetrain sales growth, excluding currency, was driven by higher dual clutch transmission volumes in Europe, and that was partially offset by a planned slow ramp of a major program by a North American customer. Drivetrain continues to grow and our restructuring plan is very much on track.

This past July, we began moving equipment from our western European operations to Poland. These actions will enhance Drivetrain's competitive position and are critically important to the long-term success of that segment. The segment review really does again highlight BorgWarner's core strengths. It shows a product portfolio in high demand in markets around the world, strong operational performance from the Engine segment, and good execution of the Drivetrain restructuring plan designed to improve our long-term performance.

Now let me move on to the full year. So, reported sales were $8.3 billion, which is up an impressive 11.7%. After excluding the impact of foreign currencies and Wahler, sales were up 8% from 2013. US GAAP earnings were $2.87 per share, and after excluding non-comparable items, net earnings were $3.25 per share, which is up 12% from 2013 on a comparable basis. And our full-year operating income margin when we exclude non-comparable items was 12.9%.

So, in all three key metrics, sales, earnings, and operating income margin, we achieved new records in 2014. Our financial strength and strong performance is based on our ability to anticipate and drive the next technology waves. As we look to the future, BorgWarner continues to invest for the long term. Capital spending continues to grow. We spent about 8% of sales on capital in the fourth quarter, which is above our long-term target of 6%.

Typically our capital spending is primarily for machinery and equipment, however our strong high-single to low-double-digit growth outlook over the next few years required investment in new plants and plant expansions, which is driving some elevated spending in the near term. We expect this to continue through the end of 2015 after which we will return to more normalized spending levels. Our investment in R&D was 4% of sales in the quarter, which is in line with our target for the year.

The intensity around organic innovation and product development remains very strong. I'm also proud to share some of the exciting announcements we made during the last few months. We officially opened our new production plant in Viana do Castelo in Portugal. The state-of-the-art building expands our production capacity to meet growing demand for several exhaust gas recirculation technologies as well as glow plug control modules for both passenger cars and commercial vehicles. The new facility provides 50% more manufacturing space than the current rented site in Valenca, and has additional space for future expansion.

Our facilities in Frankfort, Illinois, Water Valley, Mississippi, and Ithaca, New York, received the 2014 Supplier Quality Excellence Awards from General Motors, and also our manufacturing plant in Manesar, India was presented with a 2014 Supplier Quality Excellence Award from GM in India. BorgWarner supplies its advanced turbocharger technology for Volkswagen's latest 1.4-liter, 4-cylinder gasoline engine for the China market. The wastegated turbocharger applies a mixed flow turbine to deliver superior responsiveness over the entire engine speed range.

Also, BorgWarner supplies its inverted tooth silent chain for JATCO's CVT transmission. As silent chain technology drives the oil pump used to lubricate the system and generate hydraulic pressure to adjust the pulleys that enable torque transfer in a continuously variable transmission. This transmission propels a wide variety of automobiles including Nissan, Suzuki, and Mitsubishi.

We are also supplying our high performance friction technology for Audi's new DCT transmission. Our advanced technology features innovative friction plate designed significantly improves shift quality, helps increase fuel economy, and reduce noise, vibration, and harshness. Audi's new DCT transmission was introduced on the Audi A6 platform.

Also, we are supplying our advanced front cross differential technology, or FXD, for the new SEAT Leon Cupra. Designed for high-performance front-wheel drive vehicles, the electronic limited slip differential significantly improves vehicle handling, traction, and stability in nearly all driving conditions. The FXD technology provides automakers with a cost-effective and fuel-efficient alternative to all-wheel drive systems.

BorgWarner also produces plug top ignition coils with integrated electronics at our facility in Ramos, Mexico for Volkswagen's 2.0-liter and 1.8-liter I4 engine built in Mexico. These engines power the Volkswagen Jetta and the Beetle, as well as other models designated for the US market. Our compact plug top technology delivers more ignition, energy, and higher voltage than conventional plug top or pencil ignition coils.

Finally, let me talk about the separate press release that we issued announcing that our Board has authorized a share repurchase program of up to $1 billion over the next three years. For me to be a little clearer, this is a departure from our previous authorizations, which were open ended from a timing perspective. Our intention is to execute $1 billion of share repurchases over the next three years. I believe this program is a clear indication of the following: our confidence in the long-term growth of our business, our expectations for strong free cash flow generation going forward, and our continued commitment to create and deliver value to our shareholders.

Now I will provide an overview of our guidance for 2015, which we gave last month. Sales growth in 2015 is expected to be 2% to 6% or 9.5% to 12% when we exclude the impact of foreign currencies. We expect earnings to be within a range of $3.35 to $3.55 per diluted share or $3.60 to $3.75 excluding the impact of foreign currencies, and our operating margin is expected to be above 13%. This is only a high-level overview of our guidance, and Ron will provide more color during his remarks.

So in summary, 2014 was a fantastic year for BorgWarner. As we look ahead, the industry's continued adoption of our leading edge powertrain technology combined with operational excellence are the prime reasons I believe we are happy, we still are, and we will continue to be the leading order supplier in terms of growth and operating performance. So with that, I'm going to turn the call now over to Ron.

Thanks, James, and good day, everyone. Before I begin reviewing the financials, I would like to also commend all of our employees for their hard work and congratulate them on yet another great year. Now on to our financials. James already provided a detailed review of our sales performance in the quarter.

In summary, sales were up 6% from a year ago or 7% excluding the impact of foreign currencies and the Wahler acquisition. The growth in the quarter came primarily from the Engine segment, which I'll talk more about later. Overall, it was a strong quarter for sales. Working down the income statement, gross profit as a percentage of sales was 20.7% in the quarter. During the same period, SG&A as a percent of sales was 8.5%. R&D spending, which is included in SG&A, was at 4%.

Reported operating income in the quarter was $212 million. However, this includes non-recurring items related to restructuring activities, a pension plan settlement, and intangible asset impairment. The $23 million pretax restructuring charge includes expenses related to the continued relocation of two Drivetrain facilities from Western to Eastern Europe, the continued investment in improving Wahler's operational efficiency and footprint, and the global legal entity realignment plan intended to enhance treasury management flexibility.

The $10 million pretax intangible asset impairment was related to Engine segment unamortized trade names. And the $400,000 pension plan settlement is the remainder of the lump sum payments made to former employees to discharge our obligation under the plan, activity which began in the third quarter. Excluding non-recurring items, operating income was $246 million or 12.4% of sales, down 30 basis points from the same period a year ago.

Excluding non-recurring items, very strong performance considering the cost incurred ramping up new plants and restructuring related inefficiencies that we're working through. Excluding the impact of foreign currency, the Wahler acquisition, and the non-recurring items, our year-over-year incremental margin was about 17%, in line with our long-term mid-teen incremental margin target. Again, this is very strong performance considering the cost incurred ramping up new plants and the restructuring of related inefficiencies that we are working through.

Note that our new plants in China will be up and running and the Drivetrain restructuring will be completed by the beginning of 2016. Both should boost our performance. As you look further down the income statement, equity and affiliate earnings was just about $12 million in the quarter, in line with last year. This represents the performance of NSK-Warner, our 50/50 joint venture in Japan, which sells transmission components to our Japanese customers in Japan and China, as well as TEL, our turbocharger joint venture in India.

Interest expense and finance charges were $10 million in the quarter, up slightly from a year ago. Provision for income taxes in the quarter on a reported basis was $67 million. However, this includes a tax benefit of $4 million related to the non-recurring charges. Excluding the impact of non-recurring items, provisions for income taxes was about $71 million, which is an effective tax rate of about 28.6% in the quarter. Our effective tax rate for the full year, excluding non-comparable items, was 28.5%.

Net earnings attributable to non-controlling interests were just under $8 million in the quarter, basically flat with the fourth quarter of 2013. This line reflects our minority partner's share in the earnings performance of our Korean and Chinese consolidated joint ventures. That brings us back to net earnings, which were $140 million in the quarter or $0.61 per share. Excluding the impact of non-recurring items, net earnings were $0.75 per share, outstanding performance for the Company.

Note that the weaker foreign currencies lowered earnings about $0.05 per share in the quarter. As James mentioned on a comparable basis, 2014 was a record year for sales, operating income margin and EPS. Additionally, our full-year incremental margin was 27%, also on a comparable basis. That makes two consecutive years of incremental margins in the 30% range for our Company. This is an unmatched performance in this industry. We expect great performance again in 2015.

Now let's take a closer look at our operating segments in the quarter. As James said earlier, reported Engine segment sales were $1.4 billion in the quarter, excluding currency and Wahler. Engine segment sales growth was 9% compared with the same period a year ago. On a reported basis, adjusted EBIT for the Engine segment was 16.4% of sales. Excluding currency and Wahler, adjusted EBIT for the Engine segment was 17.4% of sales or 100 basis points from the 16.4% reported a year ago. That's fantastic performance.

Excluding currency and Wahler, the Engine segment's year-over-year incremental margin was 29% in the fourth quarter and 28% for the full year. Again, excellent performance for the segment. The restructuring plan for Wahler is on target. The remaining charges will be recorded over the next two years or so after which Wahler is expected to be a double-digit-margin business.

In the Drivetrain segment, reported sales were about $615 million in the quarter. Excluding currency, sales growth was about 2% compared with the same period ago. Drivetrain faced a tough year-over-year comparison in the fourth quarter. There was a surge in all-wheel drive sales in North America and dual clutch module sales in Europe for the Company a year ago, making it a tough comparison. Also in the fourth quarter of 2014, Drivetrain was impacted by a planned slow ramp-up of a major program by a North American customer.

On a reported basis, adjusted EBIT was 10.7% of sales. Excluding currency, adjusted EBIT was 10.6% of sales. Again, excluding currency, the Drivetrain segment's year-over-year incremental margin was negative 20% in the fourth quarter, but you need to keep this in perspective. Drivetrain lost $3 million of incremental adjusted EBIT on $17 million of incremental sales. That means the segment was about $5 million to $6 million shy of the 15% to 20% incremental margin, which can be attributed to the cost associated with our DCT component plant in Dalian, China, that was not yet launched in production and the restructuring related inefficiencies based in the quarter.

The Drivetrain restructuring plan is also on target with regard to both timing and cost. We still expect to have the relocations completed by the end of 2015 after which Drivetrain will be in a much better competitive position in Europe. For the full year, Drivetrain's incremental margin, excluding currency, was 27% in 2014, excellent performance considering the challenges faced in the second half of the year. We are very pleased with Drivetrain's performance in 2014.

As we look forward, restructuring benefits combined with strong organic growth will drive outstanding performance for the Drivetrain segment for the foreseeable future. Let's take a look at the balance sheet and cash flow. We generated $802 million of net cash from operating activities in 2014, up from $719 million a year ago. The increase was primarily related to higher net earnings.

Capital spending, which was $563 million in 2014, up $145 million from a year ago. The increase was driven by capital required to support our backlog of net new business. Free cash flow, which we define as net cash from operating activities less capital spending, was $239 million in 2014, down $57 million from last year, primarily due to higher capital spending. Looking at the balance sheet itself, balance sheet debt increased by $117 million at the end of 2014 compared with the end of 2013.

Cash decreased by $142 million during the same period. The $259 million increase in net debt was primarily due to dividend payments to shareholders, share repurchases, and the Wahler acquisition. We spent nearly 150% of free cash flow on these activities in 2014. Our net debt to capital ratio is 12.8%, up from 7.2% at the end of 2013. Net debt to EBITDA, at the end of year on the trailing 12-month basis, was 0.4 times. Our capital structure remains in excellent shape.

Now I'd like to discuss our guidance for 2015 as provided in January. James reviewed our guidance at a high level; I'll just discuss some of the finer points. We expect sales growth of 2% to 6% and EPS within a range of $3.35 to $3.55 per diluted share in 2015. However, as James mentioned earlier, these numbers are heavily influenced by currency. Excluding currency, our sales growth is expected to be in the 9.5% to 12% range, and earnings are expected to be within a range of $3.60 to $3.75 per diluted share, very strong performance.

Our operating income margin guidance of about 13% implies a mid-teens incremental margin, which is in line with our long-term target. Finally, our expected diluted share count for 2015 is 229 million shares. This diluted share count guidance excludes any share repurchases that we may execute during the year. However, we announced a repurchase plan of $1 billion in share repurchases over the next three years this morning. Our plan is to use cash, existing cash balances, and indebtedness, and future cash flows to execute that plan.

We continue to be confident in our ability to execute in any market. This Company has demonstrated a heightened focus on efficiency and costs. This resulted in highly efficient growth and record margins in each of the last four years. With our strong organic growth and operations performing at a very high level, 2015 should be another great year for BorgWarner.

As we look beyond 2015, we intend to execute our growth plan yielding high-single to low-double-digit growth and to efficiently convert our sales growth to profits. The future is very bright for BorgWarner. With that, I'd like to turn the call back over to Ken.

Thanks, Ron. Melissa, can you reannounce the Q&A procedure?

(Operator Instructions)

Your first question comes from the line of Rich Kwas with Wells Fargo Securities. Your line is open.

Hi, good morning, everyone.

Good morning, Rich.

James, just want to discuss the buyback, pretty significant number. Does this have any implications for M&A, future M&A, and what you are seeing out there?

Yes, Rich, the way I would think about it is not at all in terms of any concern around M&A. Our pipeline is still strong; it's robust. And we continue to drive and that's very, very much in our focus to do M&A in addition to the buyback.

So, there's no signal there, there's no indication. I think we outlined the primary drivers and purpose for why we are doing the share buyback, but don't for a minute think that's going to slow down our intensity and commitment around trying to drive M&A, because we will.

Okay. All right. And then, Ron, the $5 million to $6 million of inefficiency in Drivetrain, is that the right number to think about over the course of 2015 or do you expect it to be a lumpy number from quarter to quarter?

Rich, I can tell you that was a number in the fourth quarter, and going forward, I think I would -- it's going to be lumpy. I don't say that's a predictable number. We're going to have to take each quarter by quarter and how their performance is. All I can tell you is that was the number for the fourth quarter.

Okay. All right. Then on CapEx and free cash flow for the fourth quarter, so working capital was below our expectation. CapEx is definitely much higher. The 8% number that seems -- it's much higher relative to the trend. I think you were talking north of 6% this year. How should we think about this for -- as it plays out in 2015? And then working capital, were there any headwinds in the quarter that were unique?

Okay. A couple of things. First CapEx, Rich. I think for 2015, we will continue at this upper -- actually, above the upper end of our 5% to 6% of sales CapEx that we typically have as guidance. We are running on the high end of that and I would expect that to go through 2015 as well.

I think it's 2016 we start to see that to come back down into the range. I think we've talked about we are putting in brick and mortar over the last two years in various parts of the world. And that bubble, so to speak, will pass through and will go back to more normal machinery and equipment. Getting back to the working capital, a couple of things, a couple of challenges.

Some of our customers took some liberties on this, maybe on payments, which typically we don't see. So, that was a little bit of a headwind. So, I think we'll get back to a more normal level there.

Okay. All right. Just to clarify on the CapEx, though, is the 8% level -- is that a realistic outcome for 2015 or is it between 6% and 8%?

No, I think that what you saw there is you saw a spike in spending in the quarter given where the sales were. So, I think that's just a one quarter number that you saw. That's not a number for a full year, Rich.

Rich, this is Ken. Our actual guidance for CapEx is in our investor presentation. It's around 6.5% to 7% of sales next year.

It's just a quarter thing, Rich, is what it was.

Okay. Yes, I was just trying to gauge, kind of, how things will play out seasonally. Okay. I'll pass it on. Thank you.

Your next question is from Ravi Shanker with Morgan Stanley. Your line is open.

Ron, I was going to ask on the major North American customer that's kind of hurting comps for the Drivetrain, when does that normalize? Is that early 2015?

So, if you take a look at 2014, I believe that customer was running pretty high in volumes in the first two quarters of 2014, as well. So, it will be more the second half where you start to see the comps will even out.

Okay. Understood. And when you say that you are going to revisit or update the guidance after 1Q, can you remind us what are the moving parts that you are tracking here? Is it entirely FX? You are kind of waiting for things to stabilize before figuring out what the mark-to-market do or are there other items as well?

I'm glad you asked that, Ravi. (multiple speakers) The currency is probably the most volatile piece that we are thinking about right now. But there are other factors at play here, commodity prices for instance, volumes are also in play.

So, our message is that our organic growth, we're still very comfortable with that guidance that we gave back in January. But there are other variables at work here that we want to get a few months behind us, kind of see how they play out, and then we'll give an update at the end of April.

If I can follow-up on that, both the commodities and given your underlying guidance, the volume assumption you've made for global growth, I'd assume that both are being revised up. They are going to be tailwinds.

Ravi, I think we are going to wait for that until the end of the first quarter to give you guidance on that.

Fine. I won't jump the gun there. Finally, on the corporate expenses, $36 million in the quarter, that's I think a new record high for you, and it was much higher than what we were expecting. Can you help us understand what's going on there and what's a good run rate for 2015?

Absolutely, Ravi. You're right. That number is very high, but a couple of things I want to point out. One is the items in there, which I will talk about in a second, were non-cash items. They were not spending.

So, to answer your question, the run rate is going to come back to more what you saw, probably in the three quarters of the year of 2014. So, what was in there, basically at the end of the year there is a couple, I will call them, mumbo jumbo accounting transactions we have to do. For example, inter company profits on inventory we have to adjust for, and LIFO adjustments we have to adjust for. And they were actually a little higher than normal than we anticipated and that's what's sitting in there. That's basically the whole difference. So, that was just a one quarter adjustment. That's all that was, non-cash, and we go back to a more normal run rate going forward.

Great. I'll clarify the CB definition of mumbo jumbo offline.

It's interesting that I used mumbo jumbo. The other thing is if you take that off, the performance at the segment level was outstanding. That's the focus here, right?

I agree with that.

Okay. All right.

Your next question comes from John Murphy with Bank of America Merrill Lynch. Your line is open.

Good morning, guys. Just a first question as we think about the pace of buybacks because, obviously, it's a big program. Just curious, do you think you're going to be soaking up your free cash flow to do this or would you be willing to take on some net leverage to get this done maybe sooner rather than later? I'm just trying to understand what would be your net leverage limits or targets as you kind of work through this process and think about acquisitions as well?

Yes. I'll talk about the first part and then maybe James can talk about the acquisition side of that. We have a lot of opportunities, John, to use. We have existing cash. We have free cash flow that's being generated, and we also have indebtedness that we can use as well.

I have a full suite of possibilities that I can pull triggers on to execute this plan. We are very confident and comfortable we can do that as well. I have no issues in that part as far as execution. On the M&A front and how that plays in the M&A, again, actually James, I want to answer this. On the M&A front, we still have a lot of capacity on the balance sheet for M&A activity.

James was asked this question earlier, this by no means takes away anything on the M&A front. We have to passively execute the share buyback; we have to passively execute M&A activity. We're very comfortable.

Okay. Maybe just to follow-up on that, though. I'm just trying to understand if we look at the end of 2015 and the shares haven't moved much, could we be looking at the bulk of this buyback having been executed? I'm just trying to gauge the pace. Is there a target of a third, a third, a third over the next three years, or is this going to be opportunistic and you've got a lot of room on leverage?

John, we're not going to give guidance as far as any numbers in this area. But to answer your question, yes, we're going to take advantage of opportunities when they present themselves and when they do, we'll be more aggressive, for example.

That's how we're going to do the buybacks. It's not going to be any kind of linear number or anything we're going to do. We'll use all of our balance sheet, we'll use the cash flow -- free cash flow, and exiting cash balances to do it as well.

Okay. That's very helpful. And then as we look at Drivetrain, the margins this year in aggregate aren't anything really to apologize for. But obviously, there's some near-term headwinds here with the F150 changeover and the restructuring you are executing in Europe.

Just curious as we think about those margins and ultimately where they can go as you work through these transitory issues, is there any reason to think that you might not be able to get the Drivetrain margins near where the Engine group margins are over time? I'm just trying to understand the potential magnitude of upside as we get into 2016, 2017, and 2018.

It's a good thought, John. I appreciate your acknowledgement that last year was a pretty strong year, particularly if we kind of look back a couple of years. I think the really critical part for me, John, is this restructuring activity that we are undertaking, which is causing a little bit of short-term headwind, is also to support our growth.

So, there's two primary drivers that we've got going for us. One, we've got a strong growth outlook that obviously they're more capitalized on the incremental revenue, plus we're coming from a better cost optimization because of the restructuring. Those two things combined are going to take margins up. I feel very comfortable with that.

In terms of putting a precise number, John, in terms of the two, three years out, I think we want to get through this year; but we've not peaked on Drivetrain margins. We've got room to grow and we will over the next couple of years, John.

Okay. And then just lastly on gas prices, there's a lot of concern we're hearing from investors just on the short run that there could be some pressure on the business. Have you seen anything on mix, on a gross basis or on a net basis between the two groups that would cause you any concern in the short run?

The quick -- the real quick answer, John, is it's actually not a concern from the BorgWarner viewpoint. I would articulate that in two aspects. One, if you take the short run, the short term stuff that you are alluding to, first of all as we know, it's predominantly a US related issue. I think that's fair to say. That's about 25% of our total revenue. But even so, even when we see that mix shift in a quarter or over a period of time in the mix between cars and trucks, it's actually neutral to favorable for us with that lower gas price.

If you think about that intuitively, if look at the typical content that you would see on the larger vehicles, and you think of things like transfer cases, you think of turbos and other things. We benefit from the low price in the short run in North America. And then over the long run, which is the other question obviously we are asked, could this influence [CapEx] pushout or adjustments, our view on that is we don't see anything meaningful there.

We think that the trend is in place for continued push and drive on pure economy and emissions and we're not seeing anything at all in terms of adoption rates or technology or discussions around technologies that would launch in three years, five years, six years out. Quick answer, really in the short run, it's neutral to favorable. And in the long run, no change.

Great. Thank you very much.

Your next question comes from Brian Johnson with Barclays. Your line is open.

Just want to go in a little bit on some of the stuff you talked about in pricing in Detroit Auto Show, how that actually played out as you kind of locked down the quarter and went into the price discussions for 2015. You talked about 2% price downs in 2015. We've been typically seeing them 1.5% before. Were you being conservative there?

We had a period of low oil prices or OEMs kind pushing back a little bit more than they used to. Is there any change in the competitive dynamic? And, I guess, related to that my follow-on question would be how does nickel and commodities play into those discussions?

Brian, this is Ken. So, first of all, let me clarify for you. The guidance that we gave around pricing was around a 2% decline this year versus last year, which is very much in line with what we've given guidance -- for the guidance we've given over the long term. It was not a change from previous guidance. So I want to make sure that that's clear.

So, the idea around commodity prices playing into that doesn't really have an effect on that. We have quite a bit of pass through on nickel, I think you flagged nickel. Pricing is affected by that, but this particular discussion around price downs is a bit separate from that. And I just want to reiterate that that 2% decline was no different than any guidance we've given in the past.

Okay. And in terms of the timing of pass through on nickel, how should we be thinking about that vis-a-vis the quarterly cadence?

Brian, this is Ron. I'm not just going to focus on nickel. I'd like to focus on commodities in general. You have a varied number of options when you talk about commodity pass throughs. Sometimes just set on a quarter basis, sometimes just set on a half year basis, and some commodities are actually done yearly. So, to put one simple number on it is very difficult.

It all depends on the commodity; it all depends on the customers. But in generally, there are lags. I will say that. There's lags when you pass them up and there's lags when you pass them down. It's not every single month you mark to market, so to speak. But there are lags and the lags can, like I said, depend from one quarter to two quarters to a full year.

Okay, thanks a lot.

Your next question comes from David Leiker with Robert W Baird & Company. Your line is open.

Your actions on Drivetrain in Europe as you work through that, and you near the end of this in the next year or so, what kind of opportunities does that present you for going after new businesses? I guess a different way is has your cost structure there been an impediment to getting new business or just margins? Does this open an opportunity to be more aggressive?

I would say, David, what I was maybe trying to articulate earlier, our growth is still very strong for Drivetrain. What this does is it just keeps us, or makes us very competitive as we optimize that footprint; it just makes us competitive. When I look at over the last few years in terms of our win rates and how we have been doing in market share type metrics, we've we have been doing well, and I think this will continue to keep that momentum going.

In addition to that, it's absolutely helping us from a margin perspective and will continue to do. So it's a little bit of both, David. It helps fuel and support our growth by being competitive and it's helping on the margin side as well by the competitiveness as well.

Okay. Great. And then one other item here. We've been hearing here in the last couple of months more discussions about dual clutch transmissions coming into the commercial vehicle space. Is that an area that you are able to play in and participate?

Yes, David, that is an area that I think you are going to see us participate in. We are very much participating now and that we expect that to continue going forward.

Okay, great. Thank you very much.

Thanks.

Your next question is from Patrick Archambault with Goldman Sachs. Your line is open.

Yes, thanks, good morning. Just a couple of clarifications. First, just on the impact of lower gas prices, you know, just one item I was curious about, how much flexibility in programs is there, you know, for customers on the take rate whether they have a turbo power -- a turbocharged powertrain or a naturally aspirated?

I know that exists for certain programs like the F150, but my impression was that it wasn't really there in a lot of vehicles and a lot of engines. So, one would be tempted to conclude that no matter what gas prices do, a lot of what's in -- going in for the next few years is kind of baked in. Is that correct or incorrect?

I think you're more right than wrong on that. The backlog, as you know, is booked. So, as we look at programs for the next three years, you know, that is as you put it, kind of locked and loaded. We feel comfortable with that. When you get out five, six years from now, there's a little bit more flexibility.

But certainly over the next few years, we feel very comfortable with that. And you did highlight that turbochargers is maybe one potential where people can take that option or not. But that's maybe the only one. As we think about it, the rest of our technologies are, they're on those engines, they're on those transmissions and there's not a lot of consumer options or them thinking about different options that -- as it relates to the other technologies.

I think overall that our backlog will not be affected by this change in oil prices. Let's not forget this is a US phenomenon. A lot of our backlog is outside of the US as well, where this change of oil prices doesn't affect the consumer much at all.

That's helpful. Thanks. One other clarification for me, just -- I mean, you guys have given a pretty good breakdown of some of those items that are, you know, potentially weighing on contribution margin over the year, right? The new facilities, the restructuring in Drivetrain, but from a quarterly perspective, I know those are largely expected to be done by the end of this year, beginning of next. But are those front-end loaded costs that really have the bulk of their impact in first and second quarter or, you know, do they kind of stretch all the way through the year?

Well, I think when you talk about the Drivetrain restructuring, we will do this in pieces. The Drivetrain restructuring, Ron has said earlier, it's going to be kind of lumpy, hard to predict. But we think that there's going to be an impact throughout to varying degrees. One impediment was the large North American program that the impact of that should be in the first half of this year and we should have that behind us when we get to the second half of the year.

The new plants ramping up, that's probably going to continue through the year as well, again, lumpy. We're ramping them up. We're talking about hiring people, getting the plant ready to go. So, that's not a straight line either. I think the way to think about it is this stuff will be behind us by the end of the year and 2016 is going to be a very good launching off point for improved performance.

Understood. Okay. So, perhaps a little bit more front-end loaded with the large program piece but the other guys are spread throughout.

Yes, I think that's fair.

It sounds right.

Okay. And then last here, just more of a structural question. You mentioned it on the call, 30% contribution margins for the last two years, which is higher than most of us had thought you would get to. And now even with beyond the restructuring and some of the transitional issues that you have this year, you're talking to something more in the mid-teens, right, on a sustainable basis.

And, you know, I don't want to sound like a spoiled brat or something, but why -- what is the structural difference between two years ago and in the future, once you're beyond some of these frictional issues? Why -- is it just sort of -- later in the cycle? Higher levels of utilization? Why is structurally, is the business not staying at the 30%? Again, don't want to make it sound like a complaint, just trying to understand the drivers.

Sure, Pat. So, really what you have going on is, you've got to go going back a little bit in history and understand that as volumes start to ramp up, you are able to leverage more of your manufacturing utilization to a certain point. Once you meet that, you hit this max point of utilization in your capital. You have to put in more capital infrastructure, and what that does is, it starts to bring down those incremental margins. You're not running very efficiently is what you're doing.

So for a short period of time, you're seeing good margins -- incremental margins because you're utilizing your capital. As you reach this peak point, you have to put in capital. As you put this capital in, which is what we've been doing in this last half of this year, incremental margins come down. So, that's two points I'm talking about is, you expand and when you put in capital. On a steady state basis, which is what I typically use, Ken uses a little bit different, on a steady state, you're putting capital at the same rate as your growth. So your incremental margins tend to blend at mid-teens.

We haven't been in that steady state. We've been in one state and then we're in another state. The business needs to run at steady state, and at steady state, you put in the capital at the same rate your sales grow. Your costs structure, you're adding plant here and there. You're adding people in those plants and those incremental margins will be in the mid-teens as you are in the steady state. Anyone any?

No, that's good.

It's good?

Yes.

Terrific, guys. Thanks for the color.

You're welcome.

Your next question comes from Emmanuel Rosner with Credit Agricole Securities. Your line is open.

Good morning, everybody.

Good morning, Emmanuel.

I wanted to ask you first a quick clarification on the buyback program. Is it this new $1 billion, is it an addition to what you had last on the existing authorization as of last quarter? If I remember well, it was something like10 million shares which at current stock price also a decent amount of change.

So, this program is -- going to utilize the shares that were existing on that authorization. So we had about 8.6 million shares remaining. We will use those shares as part of this $1 billion share repurchase program.

Okay. So it's $1 billion from now basically including those?

That's correct.

Yes.

And, so, just another point of clarification, the -- I think back at the Detroit Auto Show you were saying you were essentially waiting for some clarity on your legal restructuring before making a move. Is that -- do you have that clarity now or did you just decide to go ahead and then announce the program now and then you will eventually get this legal restructuring done?

Yes. So we've been for the last two years working on a legal restructuring program, and as we come into 2015, we do now have complete clarity that we are going to be able to execute and finalize this program in 2015. Yes, that came into the decision.

Okay, perfect. And then one final one for me, just wanted to speak about the topic of diesel. We have seen some, you know, pressure on the diesel mix in Europe, as well as middle eastern countries, making some efforts to maybe reduce the diesel penetration at the government level. I wanted to ask you, could you please just go over the math of what impact it has on you when, of equal purchased the oil produced, is gas versus diesel specifically in Europe if possible?

Yes, Emmanuel, this is James. I would say our view, which we talked about in Detroit also was, we see over the next year or two there may be some slight erosion in terms of diesel share versus gas in Europe, primarily. We don't see a big shift change. We just see a couple of percentage points it may move.

That generally won't move the needle meaningfully for BorgWarner because we have pretty good content on gas as well as diesel. If you break it down into more detail in the short run, we probably have a little more benefit from diesel. But over the next two, three, four years, that's going to balance out as we see more and more of our technologies getting adopted onto gasoline vehicles and therefore those shifts will become neutral for BorgWarner over the next two, three years. So not a big deal for us is the quick summary, Emmanuel.

Okay, thank you.

Your next question comes from Ryan Brinkman with JPMorgan. Your line is open.

Great. Thanks for taking my question. I think a lot's been answered. But maybe just going back to the backlog call in November. Remember when you moved from a single point estimate to a range. Obviously, it's very early in 2015 but a few months have passed since then. I am curious if you have any insight into whether you might be tracking more toward the higher or lower end of that range, $850 million to $950 million so for example, for 2015, let's say.

That range was fully represented in our guidance. You may actually do the math on the guidance and it pretty closely ties to $850 million at the low end and $950 million at the high end. And as you know, we haven't really had a change since that initial guidance was given. I think that's a very long way of saying, we haven't really given any sort of guidance as where we're falling in that range as of yet. What we did say today was we feel very comfortable about the organic growth of this business, and that range we're still very comfortable with.

Okay. That's great. And then with the repurchase announcement, we'd expected that you would buy back almost that amount of stock but maybe that the announcement might come a little bit later. Does this mean that you've made a little bit more progress than you earlier thought, when you held that dinner last year about repatriating cash from overseas? Is that process been going well or is that not necessarily related, like we thought maybe it would be, to an announcement?

I would say that when we talked about it last summer, we had a plan and we're on track on that plan. And a good thing happens, as we got into this year and we kept on track, our confidence level was enhanced, right, whereby we're comfortable making the decision of making an announcement of the buyback. So we stayed on track, the confidence was gained, and then we thought that the announcement was appropriate at the time.

Okay, and then your response to an earlier question about how consumers are changing their behavior as a result of lower gas prices was really interesting and really helpful. I understand you got some of the all-wheel drive stuff that benefits from CDs and stuff. And it was touched on what could happen with the CAFE standards but maybe if you could just revisit that in a little bit greater depth? There's this potential medium-term review but it's a very soft review.

Can you just maybe describe the process since you are more familiar with it than we are -- the investors are. And you know, Ford made a comment at the Detroit Auto Show saying, something's got to give here. We agreed to this stuff, not that they had a whole lot of choice in agreeing to it, when gas was substantially. They are even saying that if the government doesn't relent somewhat then maybe people won't buy as many vehicles, and the new vehicles are more efficient than the old vehicles, so it could be counter productive.

They want to talk with them. Just curious if you had sort of any better insight than us into how the process might play out in 2017 or what the rules are or what not. Thanks.

Sure. Yes, I would say, Ryan, the way I'd think about it is that midterm review is part of the process. It's part of the scheduled review. I think I'm going to go through that meaningful review as planned. I think that will play out. Our view as we sit here and talk to a lot of different people is, we're not anticipating or envisaging any significant change in the CAFE standards. That doesn't mean there may not be minor tweaks in language or numbers, but I don't think there's going to be anything material moving from our viewpoint around CAFE standards.

Let me maybe just give you one example of why you think that. When you look at the development cycle for a, particularly for a powertrain-type product, transmission or an engine, that's a long gestation period of two, three, four years to get that technology ready to go. Most programs often have anywhere from a 7- to 10-year life. So, those are very, very capital intensive big investments that are made.

So, all of that stuff has been going on. That's all been put into the works. Based on that, I don't think it's going to be a meaningful shift. I think they will go through the process as outlined, as you articulated. But I don't see any meaningful change or difference to the OE strategies and therefore, the BorgWarner strategies.

Okay. That's great color. Appreciate it. Thank you.

Thank you, Ryan.

Your next question comes from Joseph Spak with RBC Capital Markets. Your line is open.

Ron, just a follow-up on the tax repatriation strategy which is helpful color. Who knows what will happen with Obama's recent proposal, but if something along those lines does go through, will that throw off your current strategy or change your thinking at all?

You know, Joe, a couple of years ago, we were hoping for some sort of tax reform, and we didn't get it. I'd say that we just have to stay with our plan and if anything happens then it's a benefit that'd be great for everybody. But at the end of the day, you have to run your business and execute your plan and that's the path I'm on.

Okay. And then maybe just one more quick one on -- I appreciate the $4 million to $5 million hit that you talked about in powertrain and that will be continue to be lumpy. That does seem to be maybe a little bit towards the higher end. So, is it fair to say that $4 million to $5 million is higher on the lumpy scale?

No, because I don't have absolute knowledge of what they're going to be going forward. All I can tell you is, that given the stuff we saw in the fourth quarter, it is that amount of money and Ken did a good job, as well of saying, that we have a start up in China. That's a different issue. Then you got relocation in eastern Europe, which that's a different issue.

The reason I say is the start up has a planned cost base in there, then we're getting ready for sales and shipments. So that's a little bit more predictable. Now, the European structure side of it's a little more unpredictable because they're moving equipment and your getting inefficiencies and then you may get efficiencies and they might come across something that is not working well. So one is a bit more predictable and one is less predictable.

Okay. Just real quick on equity income which was down a little bit, I'm assuming you had some FX hit in there? Is that fair and is it possible to quantify?

You know, that's a good question. I'm surprised no one really asked that earlier. And you are absolutely right. There was FX related for the quarter. Or translational, I want to be more specific, translational currency affected, yes.

Is it possible to sort of give an indication of what that venture is doing organically?

You know, I would say that we have two major joint ventures there. One of them is in India that's been very good performance, and there's K1 that ships into China. So the performance over there has been very good as well.

Okay. Thanks a lot, guys.

We have time for one final question and that comes from Itay Michaeli with Citi. Your line is open.

Great, thanks. Good morning, everyone.

Good morning, Itay.

I just want to go back to the raw material incremental margin discussion. Ron, could you just remind us what percentage of your raw material buy is passed through and how should we think about the impact on incremental margins? I would think that even for the pass through element, as raw materials decline and you kind of give back pass through lower revenue, would that optically help the incremental module for you in 2015?

Itay, there is a lot of commodities involved and a lot of timing differences to put a simple analysis around what you're trying to do. I know logically what you're trying to get at and there is a calculation, but it's much, more complex to make it that simple. What I would say is, that over a period of time, the shift and those timings are not material to our business where it would affect incremental margins significantly on BorgWarner.

I can say that, okay? Maybe in other businesses it can. We're too large of an organization with a lot of different commodities to have any significant impact on our total numbers.

Great. That's helpful. And then just a big picture, a product development question. You've launched a lot of product recently, particularly on electrified vehicles, both for stop/start, and others. So just a question, just an update on how things are going there, in terms of both developing product, going to market, and your discussions with automakers as you pursue some of these newer products that you have.

Itay, the stress if you wish, around continued electrification focus for BorgWarner particularly remains strong. We've seen over recent years product specifically enabling and supporting stop/start type of technologies just to name a couple. We continue to be very engaged with the automakers on the electrification of our current products, as an example; but also, as we see the evolution towards different forms of hybrid and 48-volt architectures that's leading to enhanced product opportunities for us.

A quick example there would be different forms of electrical turbocharging, would be an example. And then in the pure battery electric vehicle space, we've participated there and we anticipate playing in that space as we go forward, too. So, another way of saying it is, the electrification absolutely is a content add growth opportunity for BorgWarner and we are seeing more and more of that play out, both through our organic actions, and also as we look to acquisitions as well. I think it will be complementary as we look forward.

Great, James. Then just back on the midterm review, it was my understanding, and just wondering if you have the same understanding, that the review really is for the 2022 to 2025 time frame, and not before that. So if there are any changes in the next few years, that's where the period is focus? Is that your understanding as well, or is there some flexibility in terms of if there are changes made, maybe affecting regulations prior to that?

I'm pretty much of a similar view to you, Itay. We may both be wrong but I guess we'll at least have a similar view there. That's my interpretation.

Great. Just lastly, just a clarification. Is the Company's leverage target, Ron, still in that 15% to 30% net debt to cap or has that changed at all?

No, it has not changed. That is our target.

Perfect. Great. Thanks so much, guys. Appreciate it.

Thank you, Itay. I'd like to thank all of you for joining us. We expect to file our 10-K before the end of the day, which will provide details of our results. If you have any follow-up questions about our earnings release, the matters discussed during this call, or our 10-K, please direct them to me. Melissa, please close out the call.

That does conclude the BorgWarner 2014 fourth quarter and full year results earnings conference call. You may now disconnect.