6-K
MAGNA INTERNATIONAL INC (MGA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington**,D.C. 20549**
FORM 6-K
Report of Foreign Private Issuer Pursuant toRule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
****For the month of July 2022
CommissionFile Number 001-11444
| MAGNA INTERNATIONAL INC. |
|---|
| (Exact Name of Registrant as specified in its Charter) |
| 337 Magna Drive**, Aurora, Ontario, Canada L4G 7K1** |
| (Address of principal executive office) |
| Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.<br><br> <br><br><br> <br>Form 20-F ¨<br> Form 40-F x |
| Indicate by check mark if the<br>registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨ |
| Note: Regulation<br>S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual<br>report to security holders. |
| Indicate by check mark if the<br>registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨ |
| Note: Regulation<br>S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document<br>that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is<br>incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home<br>country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release,<br>is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has<br>already been the subject of a Form 6-K submission or other Commission filing on EDGAR. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: July 29, 2022 | MAGNA INTERNATIONAL INC. | |
|---|---|---|
| (Registrant) | ||
| By: | /s/ “Bassem Shakeel” | |
| Bassem A. Shakeel, | ||
| Vice-President and Corporate Secretary |
EXHIBITS
Exhibit 99.1
| PRESS RELEASE | |
|---|---|
| MAGNA ANNOUNCES SECOND QUARTER 2022 RESULTS | |
| --- | |
| • | Sales of $9.4 billion increased<br>4%, compared to global light vehicle production increase of 2% |
| --- | --- |
| • | Diluted loss per share of $0.54 includes $1.24 of non-cash impairment charges related to our investment in Russia |
| --- | --- |
| • | Adjusted diluted earnings per<br>share decreased 41% |
| --- | --- |
| • | Increased sales outlook |
| --- | --- |
AURORA, Ontario, July 29, 2022 — Magna International Inc. (TSX: MG; NYSE: MGA) today reported financial results for the second quarter ended June 30, 2022.
| THREE MONTHS ENDED<br><br> <br>JUNE 30, | SIX MONTHS ENDED<br><br> <br>JUNE 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ||||||
| Reported | |||||||||
| Sales | $ | 9,362 | $ | 9,034 | $ | 19,004 | $ | 19,213 | |
| (Loss) income from operations before income taxes | $ | (88 | ) | $ | 540 | $ | 332 | $ | 1,345 |
| Net (loss) income attributable to Magna International Inc. | $ | (156 | ) | $ | 424 | $ | 208 | $ | 1,039 |
| Diluted (loss) earnings per share | $ | (0.54 | ) | $ | 1.40 | $ | 0.70 | $ | 3.42 |
| Non-GAAP Financial Measures^(1)^ | |||||||||
| Adjusted EBIT | $ | 358 | $ | 557 | $ | 865 | $ | 1,327 | |
| Adjusted diluted earnings per share | $ | 0.83 | $ | 1.40 | $ | 2.11 | $ | 3.27 |
All results are reported in millions of U.S. dollars, except per share figures, which are in U.S. dollars
| (1) | Adjusted<br>EBIT and Adjusted diluted earnings per share are Non-GAAP financial measures that have no standardized meaning under U.S. GAAP, and as<br>a result may not be comparable to the calculation of similar measures by other companies. A reconciliation of these Non-GAAP financial<br>measures is included in the back of this press release. | |
|---|---|---|
| “Our second quarter results were largelyin line with our expectations, excluding the impairment of our investment in Russia. While we anticipate ongoing industry disruption throughat least the remainder of 2022, we expect light vehicle production and our earnings to increase in the second half of the year, comparedto the first half. We continue to focus on our go-forward strategy and investing for the future.”<br><br><br><br><br><br><br><br>- Swamy Kotagiri, Magna’s Chief Executive Officer | ||
| --- | ||
| MAGNA ANNOUNCES SECOND QUARTER 2022 RESULTS | CONNECT WITH MAGNA | 1 |
| --- | --- | --- |
THREE MONTHS ENDED JUNE 30, 2022
Sales were $9.4 billion, an increase of 4% over the second quarter of 2021, as global light vehicle production increased 2%, largely driven by a 14% increase in North America.
Adjusted EBIT of $358 million in the second quarter of 2022 decreased 36% from the second quarter of 2021, and Adjusted EBIT as a percentage of sales decreased to 3.8% compared to 6.2%, both largely as a result of higher net production input costs, as well as operating inefficiencies and other costs at a facility in Europe.
(Loss) income from operations before income taxes was $(88) million for the second quarter of 2022 compared to $540 million in the second quarter of 2021. Included in loss from operations before income taxes in the second quarter of 2022 were Other expense, net items totaling $426 million, primarily comprised of impairment charges and net unrealized losses related to the revaluation of certain public and private equity securities. Included in income from operations before income taxes in the second quarter of 2021 were Other expense, net items totaling $6 million, comprised of net restructuring costs, partially offset by unrealized gains related to the revaluation of certain public and private equity securities. Excluding Other expense, net from both periods, income from operations before income taxes decreased $208 million in the second quarter of 2022 compared to the second quarter of 2021.
Net (loss) income attributable to Magna International Inc. was $(156) million for the second quarter of 2022 compared to $424 million for the second quarter of 2021. Included in net (loss) income attributable to Magna International Inc. in the second quarters of 2022 and 2021 were Other expense, net items totaling $399 million and $2 million after tax, respectively. Excluding Other expense, net from both periods, net income attributable to Magna International Inc. decreased $183 million in the second quarter of 2022 compared to the second quarter of 2021.
Diluted (loss) earnings per share decreased to $(0.54) in the second quarter of 2022 compared to $1.40 in the second quarter of 2021 and Adjusted diluted earnings per share decreased 41% to $0.83 compared to $1.40.
In the second quarter of 2022, we generated cash from operations before changes in operating assets and liabilities of $560 million and used $139 million in operating assets and liabilities. Investment activities for the second quarter of 2022 included $329 million in fixed asset additions, an $80 million increase in investments, other assets and intangible assets, and $2 million in public and private equity investments.
SIX MONTHS ENDED JUNE 30, 2022
We posted sales of $19.0 billion for the six months ended June 30, 2022, a decrease of 1% from the six months ended June 30, 2021, as global light vehicle production decreased 2%.
Adjusted EBIT decreased to $865 million for the six months ended June 30, 2022 compared to $1.3 billion for the six months ended June 30, 2021, largely due to higher net production input costs.
During the six months ended June 30, 2022, income from operations before income taxes was $332 million, net income attributable to Magna International Inc. was $208 million and diluted earnings per share was $0.70, decreases of $1.0 billion, $831 million, and $2.72, respectively, each compared to the first six months of 2021.
During the first six months ended June 30, 2022, Adjusted diluted earnings per share decreased 35% to $2.11 compared to the first six months of 2021.
For the six months ended June 30, 2022, we generated cash from operations before changes in operating assets and liabilities of $1.3 billion and used $708 million in operating assets and liabilities. Investment activities for the six months ended June 30, 2022 included $567 million in fixed asset additions, a $144 million increase in investments, other assets and intangible assets, and $4 million in public and private equity investments.
| MAGNA ANNOUNCES SECOND QUARTER 2022 RESULTS | CONNECTWITH MAGNA | 2 |
|---|
RETURN OF CAPITAL AND OTHER MATTERS
During the three months ended June 30, 2022, we paid $130 million in dividends and $212 million to repurchase 3.5 million shares, substantially for cancellation.
Our Board of Directors declared a second quarter dividend of $0.45 per Common Share, payable on August 26, 2022 to shareholders of record as of the close of business on August 12, 2022.
The Board also announced the appointment of Jan Hauser, a corporate director with global leadership and accounting expertise.
SEGMENT SUMMARY
| For the three months ended June 30, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sales | Adjusted EBIT | |||||||||||||||
| ($Millions unless otherwise noted) | 2022 | 2021 | Change | 2022 | 2021 | Change | ||||||||||
| Body Exteriors & Structures | $ | 3,947 | $ | 3,647 | $ | 300 | $ | 191 | $ | 227 | $ | (36 | ) | |||
| Power & Vision | 2,888 | 2,881 | 7 | 91 | 203 | (112 | ) | |||||||||
| Seating Systems | 1,253 | 1,166 | 87 | 2 | 26 | (24 | ) | |||||||||
| Complete Vehicles | 1,403 | 1,490 | (87 | ) | 63 | 79 | (16 | ) | ||||||||
| Corporate and Other | (129 | ) | (150 | ) | 21 | 11 | 22 | (11 | ) | |||||||
| Total Reportable Segments | $ | 9,362 | $ | 9,034 | $ | 328 | $ | 358 | $ | 557 | $ | (199 | ) | |||
| For the three months ended June 30, | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||
| Adjusted EBIT as a<br> <br>percentage of sales | ||||||||||||||||
| 2022 | 2021 | Change | ||||||||||||||
| Body Exteriors & Structures | 4.8 | % | 6.2 | % | (1.4 | )% | ||||||||||
| Power & Vision | 3.2 | % | 7.0 | % | (3.8 | )% | ||||||||||
| Seating Systems | 0.2 | % | 2.2 | % | (2.0 | )% | ||||||||||
| Complete Vehicles | 4.5 | % | 5.3 | % | (0.8 | )% | ||||||||||
| Consolidated Average | 3.8 | % | 6.2 | % | (2.4 | )% | ||||||||||
| For the six months ended June 30, | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Sales | Adjusted EBIT | |||||||||||||||
| ($Millions unless otherwise noted) | 2022 | 2021 | Change | 2022 | 2021 | Change | ||||||||||
| Body Exteriors & Structures | $ | 8,024 | $ | 7,672 | $ | 352 | $ | 420 | $ | 554 | $ | (134 | ) | |||
| Power & Vision | 5,934 | 6,037 | (103 | ) | 245 | 500 | (255 | ) | ||||||||
| Seating Systems | 2,629 | 2,469 | 160 | 51 | 81 | (30 | ) | |||||||||
| Complete Vehicles | 2,678 | 3,340 | (662 | ) | 113 | 159 | (46 | ) | ||||||||
| Corporate and Other | (261 | ) | (305 | ) | 44 | 36 | 33 | 3 | ||||||||
| Total Reportable Segments | $ | 19,004 | $ | 19,213 | $ | (209 | ) | $ | 865 | $ | 1,327 | $ | (462 | ) | ||
| For the six months ended June 30, | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||
| Adjusted EBIT as a<br> <br>percentage of sales | ||||||||||||||||
| 2022 | 2021 | Change | ||||||||||||||
| Body Exteriors & Structures | 5.2 | % | 7.2 | % | (2.0 | )% | ||||||||||
| Power & Vision | 4.1 | % | 8.3 | % | (4.2 | )% | ||||||||||
| Seating Systems | 1.9 | % | 3.3 | % | (1.4 | )% | ||||||||||
| Complete Vehicles | 4.2 | % | 4.8 | % | (0.6 | )% | ||||||||||
| Consolidated Average | 4.6 | % | 6.9 | % | (2.3 | )% |
For further details on our segment results, please see our Management’s Discussion and Analysis of Results of Operations and Financial Position and our Interim Financial Statements.
| MAGNA ANNOUNCES SECOND QUARTER 2022 RESULTS | CONNECT WITH MAGNA | 3 |
|---|
2022 OUTLOOK
We first disclose a full-year Outlook annually in February, with quarterly updates. The following Outlook is an update to our previous Outlook in April 2022.
Updated 2022 Outlook Assumptions
| Current | Previous | |
|---|---|---|
| Light Vehicle Production (millions of units) <br>North America <br>Europe <br>China | 14.7 <br>16.4<br> 24.4 | 14.7 <br>16.4<br> 24.4 |
| Average Foreign exchange rates: <br>1 Canadian dollar equals <br>1 euro equals | U.S. $0.783 <br>U.S. $1.052 | U.S. $0.790 <br>U.S. $1.091 |
Updated 2022 Outlook
| Current | Previous | |
|---|---|---|
| Segment Sales <br>Body Exteriors & Structures <br>Power & Vision <br>Seating Systems <br>Complete Vehicles | $16.0 - $16.6 billion <br>$11.7 - $12.1 billion<br> $5.3 - $5.6 billion <br>$5.1 - $5.4 billion | $15.8 - $16.4 billion<br> $11.6 - $12.0 billion <br>$5.2 - $5.5 billion <br>$5.2 - $5.5 billion |
| Total Sales | $37.6 - $39.2 billion | $37.3 - $38.9 billion |
| Adjusted EBIT Margin^(2)^ | 5.0% - 5.4% | 5.0% - 5.4% |
| Equity Income (included in EBIT) | $70 - $100 million | $70 - $100 million |
| Interest Expense, net | Approximately $80 million | Approximately $90 million |
| Income Tax Rate^(3)^ | Approximately 21% | Approximately 21% |
| Net Income attributable to Magna^(4)^ | $1.3 - $1.5 billion | $1.3 - $1.5 billion |
| Capital Spending | Approximately $1.8 billion | Approximately $1.8 billion |
Notes:
^(2)^ Adjusted EBIT Margin is the ratio of Adjusted EBIT to Total Sales
^(3)^ The Income Tax Rate has been calculated using Adjusted EBIT and is based on current tax legislation
^(4)^ Net Income attributable to Magna represents Net Income excluding Other expense (income), net
Our Outlook is intended to provide information about management's current expectations and plans and may not be appropriate for other purposes. Although considered reasonable by Magna as of the date of this document, the 2022 Outlook above and the underlying assumptions may prove to be inaccurate. Accordingly, our actual results could differ materially from our expectations as set forth herein. The risks identified in the “Forward-Looking Statements” section below represent the primary factors which we believe could cause actual results to differ materially from our expectations.
| MAGNA ANNOUNCES SECOND QUARTER 2022 RESULTS | CONNECT WITH MAGNA | 4 |
|---|
Key Drivers of Our Business
Our operating results are primarily dependent on the levels of North American, European, and Chinese car and light truck production by our customers. While we supply systems and components to every major original equipment manufacturer (“OEM”), we do not supply systems and components for every vehicle, nor is the value of our content consistent from one vehicle to the next. As a result, customer and program mix relative to market trends, as well as the value of our content on specific vehicle production programs, are also important drivers of our results.
OEM production volumes are generally aligned with vehicle sales levels and thus affected by changes in such levels. Aside from vehicle sales levels, production volumes are typically impacted by a range of factors, including: general economic and political conditions; labour disruptions; free trade arrangements; tariffs; relative currency values; commodities prices; supply chains; infrastructure; availability and relative cost of skilled labour; regulatory considerations, including those related to environmental emissions and safety standards; and other factors. Additionally, COVID-19 can impact vehicle production volumes, including through: mandatory stay-at-home orders which restrict production; elevated employee absenteeism; and supply chain disruptions.
Overall vehicle sales levels are significantly affected by changes in consumer confidence levels, which may in turn be impacted by consumer perceptions and general trends related to the job, housing, and stock markets, as well as other macroeconomic and political factors. Other factors which typically impact vehicle sales levels and thus production volumes include: interest rates and/or availability of credit; fuel and energy prices; relative currency values; regulatory restrictions on use of vehicles in certain megacities; and other factors. Additionally, COVID-19 can impact vehicle sales, including through mandatory stay-at-home orders which restrict operations of car dealerships, as well as through deterioration in consumer confidence.
| MAGNA ANNOUNCES SECOND QUARTER 2022 RESULTS | CONNECT WITH MAGNA | 5 |
|---|
NON-GAAP FINANCIAL MEASURES RECONCILIATION
Adjusted EBIT
The following table reconciles net income to Adjusted EBIT:
| For the three months ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Net (loss) income | $ | (145 | ) | $ | 436 | |
| Add: | ||||||
| Interest expense, net | 20 | 11 | ||||
| Other expense, net | 426 | 6 | ||||
| Income taxes | 57 | 104 | ||||
| Adjusted EBIT | $ | 358 | $ | 557 | ||
| Adjusted EBIT as a percentage of sales (“Adjusted EBIT margin”) | ||||||
| --- | ||||||
| Adjusted EBIT as a percentage of sales is calculated in the table below: | ||||||
| For the three months ended June 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | |||||
| Sales | $ | 9,362 | $ | 9,034 | ||
| Adjusted EBIT | $ | 358 | $ | 557 | ||
| Adjusted EBIT as a percentage of sales | 3.8 | % | 6.2 | % | ||
| Adjusted diluted earnings per share | ||||||
| --- | ||||||
| The following table reconciles net income attributable to Magna International Inc. to Adjusted diluted earnings per share: | ||||||
| For the three months ended June 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | |||||
| Net (loss) income attributable to Magna International Inc. | $ | (156 | ) | $ | 424 | |
| Add (deduct): | ||||||
| Other expense, net | 426 | 6 | ||||
| Tax effect on Other expense, net | (27 | ) | (4 | ) | ||
| Adjusted net income attributable to Magna International Inc. | $ | 243 | $ | 426 | ||
| Diluted weighted average number of Common Shares outstanding during the period (millions): | 291.1 | 303.6 | ||||
| Adjusted diluted earnings per share | $ | 0.83 | $ | 1.40 | ||
| MAGNA ANNOUNCES SECOND QUARTER 2022 RESULTS | CONNECT WITH MAGNA | 6 | ||||
| --- | --- | --- |
N****ON-GAAPFINANCIAL MEASURES RECONCILIATION
Adjusted EBIT
The following table reconciles net income to Adjusted EBIT:
| For the six months ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Net income | $ | 234 | $ | 1,058 | ||
| Add (deduct): | ||||||
| Interest expense, net | 46 | 34 | ||||
| Other expense (income), net | 487 | (52 | ) | |||
| Income taxes | 98 | 287 | ||||
| Adjusted EBIT | $ | 865 | $ | 1,327 | ||
| Adjusted EBIT as a percentage of sales (“Adjusted EBIT margin”) | ||||||
| --- | ||||||
| Adjusted EBIT as a percentage of sales is calculated in the table below: | ||||||
| For the six months ended June 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | |||||
| Sales | $ | 19,004 | $ | 19,213 | ||
| Adjusted EBIT | $ | 865 | $ | 1,327 | ||
| Adjusted EBIT as a percentage of sales | 4.6 | % | 6.9 | % | ||
| Adjusted diluted earnings per share | ||||||
| --- | ||||||
| The following table reconciles net income attributable to Magna International Inc. to Adjusted diluted earnings per share: | ||||||
| For the six months ended June 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | |||||
| Net income attributable to Magna International Inc. | $ | 208 | $ | 1,039 | ||
| Add (deduct): | ||||||
| Other expense (income), net | 487 | (52 | ) | |||
| Tax effect on Other expense (income), net | (40 | ) | 5 | |||
| Adjustments to Deferred Tax Valuation Allowances | (29 | ) | - | |||
| Adjusted net income attributable to Magna International Inc. | $ | 626 | $ | 992 | ||
| Diluted weighted average number of Common Shares outstanding during the period (millions): | 295.0 | 303.6 | ||||
| Adjusted diluted earnings per share | $ | 2.11 | $ | 3.27 | ||
| MAGNA ANNOUNCES SECOND QUARTER 2022 RESULTS | CONNECT WITH MAGNA | 7 | ||||
| --- | --- | --- |
Certain of the forward-looking financial measures above are provided on a Non-GAAP basis. We do not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP. To do so would be potentially misleading and not practical given the difficulty of projecting items that are not reflective of on-going operations in any future period. The magnitude of these items, however, may be significant.
This press release together with our Management’s Discussion and Analysis of Results of Operations and Financial Position and our Interim Financial Statements are available in the Investor Relations section of our website at www.magna.com/company/investors and filed electronically through the System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com as well as 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.
We will hold a conference call for interested analysts and shareholders to discuss our second quarter ended June 30, 2022 results on Friday, July 29, 2022 at 8:00 a.m. ET. The conference call will be chaired by Swamy Kotagiri, Chief Executive Officer. The number to use for this call from North America is 1-877-412-4946. International callers should use 1-416-620-9188. Please call in at least 10 minutes prior to the call start time. We will also webcast the conference call at www.magna.com. The slide presentation accompanying the conference call as well as our financial review summary will be available on our website Friday prior to the call.
TAGS
Quarterly earnings, financial results, vehicle production
INVESTOR CONTACT
Louis Tonelli, Vice-President, Investor Relations
louis.tonelli@magna.com │ 905.726.7035
MEDIA CONTACT
Tracy Fuerst, Vice-President, Corporate Communications & PR
tracy.fuerst@magna.com │ 248.761.7004
TELECONFERENCE CONTACT
Nancy Hansford, Executive Assistant, Investor Relations
nancy.hansford@magna.com │ 905.726.7108
OUR BUSINESS ^(5)^
Magna is more than one of the world’s largest suppliers in the automotive space. We are a mobility technology company with a global, entrepreneurial-minded team of over 161,000^(6)^ employees and an organizational structure designed to innovate like a startup. With 65+ years of expertise, and a systems approach to design, engineering and manufacturing that touches nearly every aspect of the vehicle, we are positioned to support advancing mobility in a transforming industry. Our global network includes 341 manufacturing operations and 89 product development, engineering and sales centres spanning 28 countries.
For further information about Magna (NYSE:MGA; TSX:MG), please visit www.magna.com or follow us on Twitter @MagnaInt.
^(5)^ Manufacturing operations, product development,engineering and sales centres include certain operations accounted for under the equity method.
^(6)^Number of employees includes over 152,000employees at our wholly owned or controlled entities and over 9,000 employees at certain operations accounted for under the equity method.
| MAGNA ANNOUNCES SECOND QUARTER 2022 RESULTS | CONNECT WITH MAGNA | 8 |
|---|
FORWARD-LOOKING STATEMENTS
Certain statements in this press release constitute "forward-looking information" or "forward-looking statements" (collectively, "forward-looking statements"). Any such forward-looking statements are intended to provide information about management's current expectations and plans and may not be appropriate for other purposes. Forward-looking statements may include financial and other projections, as well as statements regarding our future plans, strategic 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", "aim", "forecast", "outlook", "project", "estimate", "target" and similar expressions suggesting future outcomes or events to identify forward-looking statements. The following table identifies the material forward-looking statements contained in this document, together with the material potential risks that we currently believe could cause actual results to differ materially from such forward-looking statements. Readers should also consider all of the risk factors which follow below the table:
| Material Forward-Looking Statement | Material Potential Risks Related to Applicable Forward-Looking Statement |
|---|---|
| Total Sales<br><br> <br>Segment Sales | · <br> Supply disruptions, including as a result of the semiconductor chip shortage currently being experienced in the industry; and Russia’s<br> invasion of Ukraine;<br><br> <br>· <br> The impact of the Russian invasion of Ukraine on global economic growth, and industry production volumes, as well as potential disruption<br> of energy supply to Western European operations<br><br> <br>· <br>The impact of rising interest rates and availability of credit on consumer confidence and, in turn, vehicle sales and production<br><br> <br>· <br>Concentration of sales with six customers<br><br> <br>· <br>Shifts in market shares among vehicles or vehicle segments<br><br> <br>· <br>Shifts in consumer “take rates” for products we sell |
| Adjusted EBIT Margin<br><br> <br>Net Income Attributable to Magna | · <br>Same risks as for Total Sales and Segment Sales above<br><br> <br>· <br>Operational underperformance<br><br> <br>· <br>Higher costs incurred to mitigate the risk of supply disruptions, including: materials price increases; higher-priced substitute supplies;<br>premium freight costs to expedite shipments; production inefficiencies due to production lines being stopped/restarted unexpectedly based<br>on customers’ production schedules; price increases from sub-suppliers that have been negatively impacted by production inefficiencies;<br>and potential claims against us if customer production is disrupted<br><br> <br>· <br>Inability to offset inflationary price increases<br><br> <br>· <br>Price concessions<br><br> <br>· <br>Commodity cost volatility<br><br> <br>· <br>Higher labour costs<br><br> <br>· <br>Tax risks |
| Equity Income | · <br> Same risks as Adjusted EBIT Margin and Net Income Attributable to Magna<br><br> <br>· <br>Risks related to conducting business through joint ventures |
| Free Cash Flow | · <br>Same risks as for Total Sales/Segment Sales, and Adjusted EBIT Margin and Net Income Attributable to Magna above |
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. While we believe we have a reasonable basis for making any such forward-looking statements, they are not a guarantee of future performance or outcomes. In addition to the factors in the table above, whether actual results and developments conform to 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:
| Risks Related to the Automotive Industry<br><br> <br>• economic<br> cyclicality;<br><br> <br>• regional<br> production volume declines, including as a result of the COVID-19 pandemic;<br><br> <br>• intense<br> competition;<br><br> <br>• potential<br> restrictions on free trade;<br><br> <br>• trade<br> disputes/tariffs;<br><br> <br><br><br> <br>Customer and Supplier Related Risks<br><br> <br>• concentration<br> of sales with six customers;<br><br> <br>• emergence<br> of potentially disruptive Electric Vehicle OEMs;<br><br> <br>• OEM<br> consolidation and cooperation;<br><br> <br>• shifts<br> in market shares among vehicles or vehicle segments;<br><br> <br>• shifts<br> in consumer "take rates" for products we sell;<br><br> <br>• quarterly<br> sales fluctuations;<br><br> <br>• potential<br> loss of any material purchase orders;<br><br> <br>• a<br> deterioration in the financial condition of our supply base, including as a result of the COVID-19 pandemic;<br><br> <br><br><br> <br>Manufacturing Operational Risks<br><br> <br>• product<br> and new facility launch risks;<br><br> <br>• operational<br> underperformance;<br><br> <br>• restructuring<br> costs;<br><br> <br>• impairment<br> charges;<br><br> <br>• labour<br> disruptions;<br><br> <br>• COVID-19<br> shutdowns;<br><br> <br>• supply<br> disruptions, including with respect to semiconductor chips;<br><br> <br>• higher<br> costs to mitigate supply disruptions;<br><br> <br>•<br> climate change risks;<br><br> <br>• attraction/retention<br> of skilled labour and leadership succession;<br><br> <br><br><br> <br>IT Security/Cybersecurity Risk<br><br> <br>• IT/Cybersecurity<br> breach;<br><br> <br>• Product<br> Cybersecurity breach;<br><br> <br><br><br> <br>Pricing Risks<br><br> <br>• pricing<br> risks between time of quote and start of production;<br><br> <br>• price<br> concessions;<br><br> <br>• commodity<br> cost volatility;<br><br> <br>• declines<br> in scrap steel/aluminum prices; | Warranty / Recall Risks<br><br> <br>• costs<br> related to repair or replacement of defective products, including due to a recall;<br><br> <br>• warranty<br> or recall costs that exceed warranty provision or insurance coverage limits;<br><br> <br>• product<br> liability claims;<br><br> <br><br><br> <br>Acquisition Risks<br><br> <br>• competition<br> for strategic acquisition targets;<br><br> <br>• inherent<br> merger and acquisition risks;<br><br> <br>• acquisition<br> integration risk;<br><br> <br><br><br> <br>Other Business Risks<br><br> <br>• risks<br> related to conducting business through joint ventures;<br><br> <br>• our<br> ability to consistently develop and commercialize innovative products or processes;<br><br> <br>• our<br> changing business risk profile as a result of increased investment in electrification and autonomous driving, including: higher R&D<br> and engineering costs, and challenges in quoting for profitable returns on products for which we may not have significant quoting<br> experience;<br><br> <br>• risks<br> of conducting business in foreign markets;<br><br> <br>• fluctuations<br> in relative currency values;<br><br> <br>• tax<br> risks;<br><br> <br>• reduced<br> financial flexibility as a result of an economic shock;<br><br> <br>• changes<br> in credit ratings assigned to us;<br><br> <br><br><br> <br>Legal, Regulatory and Other Risks<br><br> <br>• antitrust<br> risk;<br><br> <br>• legal<br> claims and/or regulatory actions against us; and<br><br> <br>• changes<br> in laws and regulations, including those related to vehicle emissions or made as a result of the COVID-19 pandemic. |
|---|
In evaluating forward-looking statements or forward-looking information, we caution readers not to place undue reliance on any forward-looking statement. Additionally, 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, including the risks, assumptions and uncertainties above which are:
• discussed under the “Industry Trends and Risks” heading of our Management’s Discussion and Analysis; and
• set out in our Annual Information Form filed with securities commissions in Canada, our annual report on Form 40-F filed with the United States Securities and Exchange commission, and subsequent filings.
Readers should also consider discussion of our risk mitigation activities with respect to certain risk factors, which can be also found in our Annual Information Form.
| MAGNA ANNOUNCES SECOND QUARTER 2022 RESULTS | CONNECT WITH MAGNA | 9 |
|---|
Exhibit 99.2
Magna International Inc.
Second Quarter Report
2022
MAGNA INTERNATIONAL INC.
Management’sDiscussion 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 and six months ended June 30, 2022 included in this Quarterly Report, and the audited consolidated financial statements and MD&A for the year ended December 31, 2021 included in our 2021 Annual Report to Shareholders.
This MD&A may contain statements that are forward looking. Refer to the “Forward-Looking Statements” section in this MD&A for a more detailed discussion of our use of forward-looking statements.
This MD&A has been prepared as at July 28, 2022.
USE OF NON-GAAPFINANCIAL MEASURES
In addition to results presented in accordance with accounting principles generally accepted in the United States of America [“U.S. GAAP”], this report includes the use of Adjusted earnings before interest and taxes [“Adjusted EBIT”], Adjusted EBIT as a percentage of sales, Adjusted diluted earnings per share, Return on Invested Capital, Adjusted Return on Invested Capital and Return on Equity [collectively, the “Non-GAAP Measures”]. We believe these non-GAAP financial measures provide additional information that is useful to investors in understanding our underlying performance and trends through the same financial measures employed by our management for this purpose. Readers should be aware that Non-GAAP Measures have no standardized meaning under U.S. GAAP and accordingly may not be comparable to the calculation of similar measures by other companies. We believe that Return on Invested Capital and Return on Equity are useful to both management and investors in their analysis of our results of operations and reflect our ability to generate returns. Similarly, we believe that Adjusted EBIT, Adjusted EBIT as a percentage of sales, Adjusted diluted earnings per share and Adjusted Return on Invested Capital provide useful information to our investors for measuring our operational performance as they exclude certain items that are not reflective of ongoing operating profit or loss and facilitate a comparison with prior periods. The presentation of any Non-GAAP Measures should not be considered in isolation or as a substitute for our related financial results prepared in accordance with U.S. GAAP. Non-GAAP financial measures are presented together with the most directly comparable U.S. GAAP financial measure, and a reconciliation to the most directly comparable U.S. GAAP financial measure, can be found in the “Non-GAAP Financial Measures Reconciliation” section of this MD&A.
HIGHLIGHTS
In the second quarter of 2022:
| • | Global<br> light vehicle production increased 2% from the second quarter of 2021, including a 14% increase<br> in North America and a 1% decrease in Europe, our two largest markets. |
|---|---|
| • | Total<br> sales increased 4% to $9.4 billion, compared to $9.0 billion in the second quarter of 2021. <br> The increase largely reflects higher global light vehicle production, the launch of new programs<br> and customer price increases to recover certain higher input costs. These were partially<br> offset by the net weakening of foreign currencies against the U.S. dollar. |
| --- | --- |
| • | Excluding<br> foreign currency translation and divestitures, net of acquisitions, total sales increased<br> 12%. |
| --- | --- |
| • | Diluted<br> loss per share was $0.54. Adjusted diluted earnings per share were $0.83, a decrease of $0.57<br> compared to the second quarter of 2021, primarily as a result of higher net production input<br> costs, and operating inefficiencies and other costs at a facility in Europe. |
| --- | --- |
| • | We<br> recorded non-cash impairment charges of $376 million [$361 million after tax] related to<br> our investment in Russia. |
| --- | --- |
| • | Cash<br> from operating activities was $421 million, a decrease of $107 million from the second quarter<br> of 2021. |
| --- | --- |
| • | We<br> returned $342 million to shareholders by way of share repurchases and dividends. |
| --- | --- |
OVERVIEW
OUR BUSINESS^(1)^
Magna is more than one of the world’s largest suppliers in the automotive space. We are a mobility technology company with a global, entrepreneurial-minded team of over 161,000^(2)^ employees and an organizational structure designed to innovate like a startup. With 65+ years of expertise, and a systems approach to design, engineering and manufacturing that touches nearly every aspect of the vehicle, we are positioned to support advancing mobility in a transforming industry. Our global network includes 341 manufacturing operations and 89 product development, engineering and sales centres spanning 28 countries. Our common shares trade on the Toronto Stock Exchange (MG) and the New York Stock Exchange (MGA).
^1^ Manufacturing operations, product development, engineering and sales centres include certain operations accounted for under the equity method**.**
^2^ Number of employees includes over 152,000 employees at our wholly owned or controlled entities and over 9,000 employees at certain operations accounted for under the equity method.
| Magna International Inc. Second Quarter Report 2022 | 1 |
|---|
INDUSTRYTRENDS & RISKS
Our operating results are primarily dependent on the levels of North American, European and Chinese car and light truck production by our customers. While we supply systems and components to every major original equipment manufacturer [“OEM”], we do not supply systems and components for every vehicle, nor is the value of our content consistent from one vehicle to the next. As a result, customer and program mix relative to market trends, as well as the value of our content on specific vehicle production programs, are also important drivers of our results.
OEM production volumes are generally aligned with vehicle sales levels and thus affected by changes in such levels. Aside from vehicle sales levels, production volumes are typically impacted by a range of factors, including: general macroeconomic and political conditions; supply chains and infrastructure; availability and relative cost of skilled labour; energy supply; labour disruptions; free trade arrangements; tariffs; relative currency values; commodities prices; regulatory considerations, including those related to environmental emissions and safety standards; and other factors. Additionally, COVID-19 has and may continue to impact vehicle production volumes, including through: mandatory lockdowns/stay-at-home orders which restrict production; elevated employee absenteeism; and supply chain disruptions.
Overall vehicle sales levels are significantly affected by changes in consumer confidence levels, which may in turn be impacted by consumer perceptions and general trends related to the job, housing and stock markets, as well as inflation, and other macroeconomic and political factors. Other factors which typically impact vehicle sales levels and thus production volumes include: interest rates and/or availability of credit; fuel and energy prices; relative currency values; and other factors. Additionally, COVID-19 has and may continue to impact vehicle sales, including through mandatory lockdowns/stay-at-home orders which restrict consumers’ ability to purchase vehicles, as well as through a deterioration in consumer confidence.
While the foregoing economic, political and other factors are part of the general context in which the global automotive industry operates, there have been a number of significant industry trends that are shaping the future of the industry and creating opportunities and risks for automotive suppliers. We continue to implement a business strategy which is rooted in our best assessment as to the rate and direction of change in the automotive industry, including with respect to trends related to vehicle electrification and advanced driver assistance systems, as well as “mobility-as-a-service” [“MaaS”]. Our short- and medium-term operational success, as well as our ability to create long-term value through our business strategy, are subject to a number of risks and uncertainties. Significant industry trends, our business strategy and the major risks we face, are discussed in our Annual Information Form [“AIF”] and Annual Report on Form 40-F [“Form 40-F”] in respect of the year ended December 31, 2021, together with subsequent filings. Those industry trends and risk factors remain substantially unchanged in respect of the second quarter ended June 30, 2022, except as follows:
| • | Russian Invasion of Ukraine: Magna’s operations in Russia remain substantially idled. As<br> required under U.S. GAAP, we have recorded a $376 million impairment charge against the value<br> of our balance sheet investments, including deferred cumulative translation losses. |
|---|
The ongoing conflict continues to create or exacerbate a broad range of risks, including with respect to:
| • | global<br> economic growth; |
|---|---|
| • | global<br> vehicle production volumes; |
| --- | --- |
| • | inflationary<br> pressures, including in energy, commodities and transportation/logistics; |
| --- | --- |
| • | energy<br> security in Western Europe, particularly in Germany and Austria where we have significant<br> operations; and |
| --- | --- |
| • | supply<br> chain fragility. |
| --- | --- |
A material deterioration in any of the foregoing could have a material adverse effect on our business and results of operations.
On July 20, 2022, the E.U. introduced an emergency natural gas rationing plan to curtail the use of natural gas by businesses and in public buildings in member states through the summer, in order to allow gas reserves to be replenished for the winter. The EU has developed a plan to reduce natural gas imports from Russia significantly by the end of 2022, and phase them out entirely by 2027; it previously announced measures to eliminate imports of Russian coal and oil. The inability of European countries to timely establish stable and secure energy supplies to offset Russian energy sources could cause significant economic disruption across Europe, including at our manufacturing facilities.
| • | Inflation and Interest Rates: We continue to experience higher commodity, freight and energy costs<br> (including as discussed above), as well as wage pressures in some markets, which are expected<br> to continue throughout 2022. Additionally, we may continue to experience price increases<br> or surcharges from sub-suppliers in connection with the inflationary pressures they face.<br> The inability to offset inflationary price increases through continuous improvement actions,<br> price increases to our customers or modifications to our own products or otherwise, could<br> have an adverse effect on our earnings. |
|---|
Increasing global inflation rates have spurred a cycle of monetary policy tightening through aggressive interest rate increases by central banks. Both the availability and cost of credit are factors affecting consumer confidence, which is a critical driver of vehicle sales and thus automotive production.
| 2 | Magna International Inc. Second Quarter Report 2022 |
|---|
RESULTSOF OPERATIONS
AVERAGE FOREIGNEXCHANGE
| For<br> the three months | For the six months | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | ended June 30, | **** | ended June 30, | **** | ||||||||||
| 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||
| 1<br> Canadian dollar equals U.S. dollars | 0.783 | 0.814 | - | 4 | % | 0.786 | 0.802 | - | 2 | % | ||||
| 1<br> euro equals U.S. dollars | 1.064 | 1.206 | - | 12 | % | 1.094 | 1.205 | - | 9 | % | ||||
| 1<br> Chinese renminbi equals U.S. dollars | 0.151 | 0.155 | - | 3 | % | 0.154 | 0.155 | - | 1 | % |
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 results of operations for which the functional currency is not the U.S. dollar are translated into U.S. dollars using the average exchange rates 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.
LIGHT VEHICLEPRODUCTION VOLUMES
Our operating results are mostly dependent on light vehicle production in the regions reflected in the table below:
Light VehicleProduction Volumes (thousands of units)
| For the three months | For the six months | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ended June 30, | ended June 30, | |||||||||||||
| 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||
| North America | 3,677 | 3,213 | + | 14 | % | 7,318 | 6,965 | - | 5 | % | ||||
| Europe | 4,055 | 4,086 | - | 1 | % | 8,048 | 8,975 | - | 10 | % | ||||
| China | 5,397 | 5,703 | - | 5 | % | 11,807 | 11,737 | + | 1 | % |
| Magna International Inc. Second Quarter Report 2022 | 3 |
| --- | --- |
RESULTSOF OPERATIONS – FOR THE THREE MONTHS ENDED JUNE 30, 2022
SALES
Sales increased 4% or $328 million to $9.36 billion for the second quarter of 2022 compared to $9.03 billion for the second quarter of 2021 primarily due to:
| • | higher<br> global light vehicle production and assembly volumes; |
|---|---|
| • | the<br> launch of new programs during or subsequent to the second quarter of 2021; and |
| --- | --- |
| • | customer<br> price increases to recover certain higher production input costs. |
| --- | --- |
These factors were partially offset by:
| • | the<br> net weakening of foreign currencies against the U.S. dollar, which decreased reported U.S.<br> sales by $629 million; |
|---|---|
| • | lower<br> sales at facilities in Russia; |
| --- | --- |
| • | divestitures,<br> net of acquisitions during and subsequent to the second quarter of 2021, which decreased<br> sales by $83 million; and |
| --- | --- |
| • | customer<br> price concessions subsequent to the second quarter of 2021. |
| --- | --- |
COST OF GOODSSOLD
| For the three months | |||||||
|---|---|---|---|---|---|---|---|
| ended June 30, | |||||||
| 2022 | 2021 | Change | |||||
| Material | $ | 5,829 | $ | 5,365 | $ | 464 | |
| Direct labour | **** | 698 | 718 | (20 | ) | ||
| Overhead | **** | 1,732 | 1,645 | 87 | |||
| Cost of goods sold | $ | 8,259 | $ | 7,728 | $ | 531 |
Cost of goods sold increased $531 million to $8.26 billion for the second quarter of 2022 compared to $7.73 billion for the second quarter of 2021, primarily due to:
| • | higher<br> materials, direct labour and overhead associated with higher sales; |
|---|---|
| • | higher<br> net production input costs, including commodity, labour, energy and freight costs; and |
| --- | --- |
| • | operating<br> inefficiencies and other costs at a facility in Europe. |
| --- | --- |
These factors were partially offset by:
| • | the<br> net weakening of foreign currencies against the U.S. dollar, which decreased reported U.S.<br> dollar cost of goods sold by $564 million; and |
|---|---|
| • | divestitures,<br> net of acquisitions during and subsequent to the second quarter of 2021, which decreased<br> cost of goods sold by $89 million. |
| --- | --- |
DEPRECIATIONAND AMORTIZATION
Depreciation and amortization decreased $14 million to $360 million for the second quarter of 2022 compared to $374 million for the second quarter of 2021 primarily due to the net weakening of foreign currencies against the U.S. dollar, which decreased reported U.S. dollar depreciation and amortization by $21 million, partially offset by increased capital deployed at new and existing facilities to support the launch of programs subsequent to the second quarter of 2021.
| 4 | Magna International Inc. Second Quarter Report 2022 |
|---|
SELLING, GENERALAND ADMINISTRATIVE [“SG&A”]
SG&A expense decreased $9 million to $410 million for the second quarter of 2022 compared to $419 million for the second quarter of 2021, primarily as a result of:
| • | the<br> net weakening of foreign currencies against the U.S. dollar, which decreased reported U.S.<br> dollar SG&A expense by $24 million; |
|---|---|
| • | divestitures,<br> net of acquisitions during and subsequent to the second quarter of 2021, which decreased<br> SG&A by $9 million; and |
| --- | --- |
| • | lower<br> incentive compensation and employee profit sharing. |
| --- | --- |
These factors were partially offset by:
| • | a<br> favourable value-added tax settlement in Brazil during the second quarter of 2021; and |
|---|---|
| • | higher<br> labour and benefit costs. |
| --- | --- |
INTEREST EXPENSE,NET
During the second quarter of 2022, we recorded net interest expense of $20 million compared to $11 million for the second quarter of 2021. The $9 million increase is primarily a result of interest income recognized on a favourable value-added tax settlement in Brazil during the second quarter of 2021 partially offset by interest savings due to the redemption of the Cdn$425 million 3.1000% Senior Notes during the first quarter of 2022.
EQUITY INCOME
Equity income decreased $19 million to $25 million for the second quarter of 2022 compared to $44 million for the second quarter of 2021, primarily as a result of reduced earnings on lower sales and higher net production input costs at certain equity-accounted entities, and electrification spending by our LG Magna e-Powertrain Co., Ltd. joint venture, which was formed in July 2021.
OTHER EXPENSE,NET
| For the three months | |||||
|---|---|---|---|---|---|
| ended June 30, | |||||
| 2022 | 2021 | ||||
| Restructuring and impairments ^(1)^ | $ | 376 | $ | 44 | |
| Losses (gains) on investments ^(2)^ | 50 | (38 | ) | ||
| $ | 426 | $ | 6 | ||
| (1) | Restructuring and impairments | ||||
| --- | --- |
Our operations in Russia remain substantially idled and production is not expected to resume before 2024. In accordance with U.S. GAAP, as a result of the expected lack of future cashflows and the continuing uncertainties connected with the Russian economy, we recorded a $376 million [$361 million after tax] impairment charge related to our investment in Russia. This included net asset impairments of $173 million and a $203 million reserve against the related foreign currency translation losses that are included in accumulated other comprehensive loss. The net asset impairments consisted of $163 million and $10 million in our Body Exteriors & Structures segment and our Seating Systems segment, respectively.
During the second quarter of 2021 we recorded net restructuring charges of $44 million [$31 million after tax] in our Power & Vision segment.
| (2) | Losses (gains) on investments | |||||
|---|---|---|---|---|---|---|
| For the three months | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| ended June 30, | ||||||
| 2022 | 2021 | |||||
| Gain on sale of public equity investments | $ | (3 | ) | $ | — | |
| Revaluation of public company warrants | 51 | (29 | ) | |||
| Revaluation of public and private equity investments | 2 | (9 | ) | |||
| Other Expense, net | 50 | (38 | ) | |||
| Tax effect | (12 | ) | 9 | |||
| Net loss (gain) attributable to Magna | $ | 38 | $ | (29 | ) | |
| Magna International Inc. Second Quarter Report 2022 | 5 | |||||
| --- | --- |
(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES
(Loss) income from operations before income taxes was a loss of $88 million for the second quarter of 2022 compared to income of $540 million for the second quarter of 2021. This $628 million decrease is a result of the following changes, each as discussed above:
| For the three months | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ended June 30, | |||||||||
| 2022 | 2021 | Change | |||||||
| Sales | $ | 9,362 | $ | 9,034 | $ | 328 | |||
| Costs and expenses | |||||||||
| Cost of goods sold | 8,259 | 7,728 | 531 | ||||||
| Depreciation and amortization | 360 | 374 | (14 | ) | |||||
| Selling, general and administrative | 410 | 419 | (9 | ) | |||||
| Interest expense, net | 20 | 11 | 9 | ||||||
| Equity income | (25 | ) | (44 | ) | 19 | ||||
| Other expense, net | 426 | 6 | 420 | ||||||
| (Loss) income from operations before income taxes | $ | (88 | ) | $ | 540 | $ | (628 | ) |
INCOME TAXES
| For the three months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| Income Taxes as reported | $ | 57 | (64.8 | )% | $ | 104 | 19.3 | % |
| Tax effect on Other expense, net | 27 | 89.7 | 4 | 0.5 | ||||
| $ | 84 | 24.9 | % | $ | 108 | 19.8 | % |
Excluding the tax effect on Other expense, net, our effective income tax rate increased to 24.9% for the second quarter of 2022 compared to 19.8% for the second quarter of 2021 primarily due to lower favourable changes in our reserves for uncertain tax positions and higher losses not benefitted in Europe. These factors were partially offset by a change in mix of earnings.
| **6** | **Magna International Inc. Second Quarter Report 2022** |
| --- | --- |
INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS
Income attributable to non-controlling interests was $11 million for the second quarter of 2022 compared to $12 million for the second quarter of 2021. This $1 million change was primarily due to lower net income at our non-wholly owned operations in China.
NET (LOSS) INCOME ATTRIBUTABLE TO MAGNA INTERNATIONALINC.
Net (loss) income attributable to Magna International Inc. was a loss of $156 million for the second quarter of 2022 compared to income of $424 million for the second quarter of 2021. This $580 million decrease was as a result of: a decrease in income from operations before income taxes of $628 million; partially offset by a decease in income taxes of $47 million; and a decrease of $1 million in income attributable to non-controlling interests.
(LOSS) EARNINGS PER SHARE
| For the three months | ||||||||
|---|---|---|---|---|---|---|---|---|
| ended June 30, | ||||||||
| 2022 | **** | 2021 | Change | |||||
| (Loss) earnings per Common Share | **** | **** | ||||||
| Basic | $ | (0.54 | ) | $ | 1.41 | — | ||
| Diluted | $ | (0.54 | ) | $ | 1.40 | — | ||
| Weighted average number of Common Shares outstanding (millions) | **** | **** | ||||||
| Basic | 291.1 | **** | 301.1 | - | 3 | % | ||
| Diluted | 291.1 | **** | 303.6 | - | 4 | % | ||
| Adjusted diluted earnings per share | $ | 0.83 | **** | $ | 1.40 | - | 41 | % |
Diluted loss per share was $0.54 for the second quarter of 2022 compared to diluted earnings per share of $1.40 for the second quarter of 2021. The $1.94 decrease was as a result of lower net income attributable to Magna International Inc., as discussed above and a decrease in the weighted average number of diluted shares outstanding during the second quarter of 2022. The decrease in the weighted average number of diluted shares outstanding was primarily due to the purchase and cancellation of Common Shares, during or subsequent to the second quarter of 2021, pursuant to our normal course issuer bids.
Other expense, net, after tax, negatively impacted diluted earnings per share by $1.37 in the second quarter of 2022 as discussed in the "Other expense, net" and "Income Taxes" sections above.
Adjusted diluted earnings per share, as reconciled in the "Non-GAAP Financial Measures Reconciliation" section, was $0.83 for the second quarter of 2022 compared to $1.40 in the second quarter of 2021, a decrease of $0.57.
| Magna International Inc. Second Quarter Report 2022 | 7 |
|---|
NON-GAAPPERFORMANCE MEASURES – FOR THE THREE MONTHS ENDED JUNE 30, 2022
ADJUSTED EBIT AS A PERCENTAGE OF SALES
The table below shows the change in Magna's Sales and Adjusted EBIT by segment and the impact each segment's changes had on Magna's Adjusted EBIT as a percentage of sales for the second quarter of 2022 compared to the second quarter of 2021:
| Adjusted EBIT | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Adjusted | as a percentage | ||||||||
| Sales | EBIT | of sales | |||||||
| Second quarter of 2021 | $ | 9,034 | $ | 557 | + | 6.2 | % | ||
| Increase (decrease) related to: | |||||||||
| Body Exteriors & Structures | 300 | (36 | ) | - | 0.6 | % | |||
| Power & Vision | 7 | (112 | ) | - | 1.2 | % | |||
| Seating Systems | 87 | (24 | ) | - | 0.3 | % | |||
| Complete Vehicles | (87 | ) | (16 | ) | - | 0.1 | % | ||
| Corporate and Other | 21 | (11 | ) | - | 0.2 | % | |||
| Second quarter of 2022 | $ | 9,362 | $ | 358 | + | 3.8 | % |
Adjusted EBIT as a percentage of sales decreased to 3.8% for the second quarter of 2022 compared to 6.2% for the second quarter of 2021 primarily due to:
| • | higher net production input costs, including<br>commodity, energy, labour and freight costs; |
|---|---|
| • | operating inefficiencies and other costs at a<br>facility in Europe; |
| • | reduced earnings on lower sales at facilities<br>in Russia; |
| • | a favourable value-added tax settlement in Brazil<br>during the second quarter of 2021; |
| • | lower tooling contribution in the second quarter<br>of 2022 compared to the second quarter of 2021; and |
| • | lower equity income. |
These factors were partially offset by:
| • | higher favourable commercial settlements; |
|---|---|
| • | lower net warranty costs; and |
| • | divestitures, net of acquisitions subsequent<br>to the second quarter of 2021. |
| **8** | **Magna International Inc. Second Quarter Report 2022** |
| --- | --- |
ADJUSTED RETURN ON INVESTED CAPITAL AND RETURNON INVESTED CAPITAL
Adjusted Return on Invested Capital decreased to 6.7% for the second quarter of 2022 compared to 11.2% for the second quarter of 2021 as a result of a decrease in Adjusted After-tax operating profits partially offset by lower Average Invested Capital. Other expense, net, after tax negatively impacted Return on Invested Capital by 9.9% in the second quarter of 2022 and by 0.1% in the second quarter of 2021.
Average Invested Capital decreased $9 million to $16.01 billion for the second quarter of 2022 compared to $16.02 billion for the second quarter of 2021. Factors decreasing Average Invested Capital were:
| • | the net weakening of foreign currencies against<br>the U.S. dollar; and |
|---|---|
| • | the impairment of assets recorded during the<br>second quarter of 2022. |
These factors were partially offset by:
| • | acquisitions, net of divestitures during and<br>subsequent to the second quarter of 2021; and |
|---|---|
| • | an increase in average changes in operating assets<br>and liabilities. |
RETURN ON EQUITY
Return on Equity was -5.3% for the second quarter of 2022 compared to 13.8% for the second quarter of 2021. This decrease was due to lower net income attributable to Magna partially offset by lower average shareholders' equity. Other expense, net, after tax negatively impacted Return on Equity by 13.6% in the second quarter of 2022 and by 0.1% in the second quarter of 2021.
| Magna International Inc. Second Quarter Report 2022 | 9 |
|---|
SEGMENT ANALYSIS
We are a global automotive supplier that has complete vehicle engineering and contract manufacturing expertise, as well as product capabilities which include body, chassis, exterior, seating, powertrain, active driver assistance, electronics, mechatronics, mirrors, lighting and roof systems. We also have electronic and software capabilities across many of these areas.
Our reporting segments are: Body Exteriors & Structures; Power & Vision; Seating Systems; and Complete Vehicles.
| For the three months ended June 30, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sales | Adjusted EBIT | |||||||||||||||
| 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||
| Body Exteriors & Structures | $ | 3,947 | $ | 3,647 | $ | 300 | $ | 191 | $ | 227 | $ | (36 | ) | |||
| Power & Vision | 2,888 | 2,881 | 7 | 91 | 203 | (112 | ) | |||||||||
| Seating Systems | 1,253 | 1,166 | 87 | 2 | 26 | (24 | ) | |||||||||
| Complete Vehicles | 1,403 | 1,490 | (87 | ) | 63 | 79 | (16 | ) | ||||||||
| Corporate and Other | (129 | ) | (150 | ) | 21 | 11 | 22 | (11 | ) | |||||||
| Total reportable segments | $ | 9,362 | $ | 9,034 | $ | 328 | $ | 358 | $ | 557 | $ | (199 | ) |
BODY EXTERIORS & STRUCTURES
| For the three months | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ended June 30, | ||||||||||||
| 2022 | 2021 | Change | ||||||||||
| Sales | $ | 3,947 | $ | 3,647 | $ | 300 | + | 8 | % | |||
| Adjusted EBIT | $ | 191 | $ | 227 | $ | (36 | ) | - | 16 | % | ||
| Adjusted EBIT as a percentage of sales | 4.8 | % | 6.2 | % | - | 1.4 | % |
Sales – Body Exteriors & Structures
Sales increased 8% or $300 million to $3.95 billion for the second quarter of 2022 compared to $3.65 billion for the second quarter of 2021 primarily due to:
| • | higher global light vehicle production; |
|---|---|
| • | the launch of programs during or subsequent to<br>the second quarter of 2021, including the: |
| • | Jeep Wagoneer and Grand Wagoneer; |
| --- | --- |
| • | Ford Maverick; |
| • | Ford Bronco; and |
| • | Nissan Qashqai; and |
| • | customer price increases to recover certain higher<br>production input costs. |
| --- | --- |
These factors were partially offset by:
| • | the net weakening of foreign currencies against<br>the U.S. dollar, which decreased reported U.S. dollar sales by $180 million; |
|---|---|
| • | lower sales at facilities in Russia; |
| • | divestitures, net of acquisitions subsequent<br>to the second quarter of 2021, which decreased sales by $73 million; and |
| • | customer price concessions subsequent to the<br>second quarter of 2021. |
| **10** | **Magna International Inc. Second Quarter Report 2022** |
| --- | --- |
Adjusted EBIT and Adjusted EBIT as a percentageof sales – Body Exteriors & Structures
Adjusted EBIT decreased $36 million to $191 million for the second quarter of 2022 compared to $227 million for the second quarter of 2021 and Adjusted EBIT as a percentage of sales decreased to 4.8% from 6.2%. These decreases were primarily due to:
| • | higher net production input costs, including<br>commodity, energy, labour and freight costs; |
|---|---|
| • | operating inefficiencies and other costs at a<br>facility in Europe; |
| • | reduced earnings on lower sales at facilities<br>in Russia; |
| • | lower tooling contribution in the second quarter<br>of 2022 compared to the second quarter of 2021; and |
| • | a favourable value-added tax settlement in Brazil<br>during the second quarter of 2021. |
These factors were partially offset by:
| • | earnings on higher sales; |
|---|---|
| • | higher favourable commercial settlements; |
| • | divestitures, net of acquisitions subsequent<br>to the second quarter of 2021; and |
| • | lower launch costs. |
POWER & VISION
| **** | For the three months ended June 30, | **** | **** | **** | **** | **** | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | 2022 | 2021 | Change | |||||||||
| Sales | $ | 2,888 | $ | 2,881 | $ | 7 | — | |||||
| Adjusted EBIT | $ | 91 | $ | 203 | $ | (112 | ) | - | 55 | % | ||
| Adjusted EBIT as a percentage of sales | **** | 3.2 | % | 7.0 | % | - | 3.8 | % |
Sales – Power & Vision
Sales increased $7 million to $2.89 billion for the second quarter of 2022 compared to $2.88 billion for the second quarter of 2021 primarily due to:
| • | the launch of programs during or subsequent to<br>the second quarter of 2021, including the: |
|---|---|
| • | Ford Bronco; |
| --- | --- |
| • | Jeep Wagoneer and Grand Wagoneer; |
| • | Toyota Tundra; and |
| • | Maserati Grecale; |
| • | higher global light vehicle production; and |
| --- | --- |
| • | customer price increases to recover certain higher<br>production input costs. |
These factors were partially offset by:
| • | the net weakening of foreign currencies against<br>the U.S. dollar, which decreased reported U.S. dollar sales by $195 million; and |
|---|---|
| • | net customer price concessions subsequent to<br>the second quarter of 2021. |
| Magna International Inc. Second Quarter Report 2022 | 11 |
| --- | --- |
Adjusted EBIT and Adjusted EBIT as a percentageof sales – Power & Vision
Adjusted EBIT decreased $112 million to $91 million for the second quarter of 2022 compared to $203 million for the second quarter of 2021 and Adjusted EBIT as a percentage of sales decreased to 3.2% from 7.0%. These decreases were primarily due to:
| • | higher net production input costs, including<br>commodity, freight, energy and labour costs; |
|---|---|
| • | lower equity income; |
| • | higher launch costs; and |
| • | a favourable value-added tax settlement in Brazil<br>during the second quarter of 2021. |
These factors were partially offset by:
| • | earnings on higher sales; |
|---|---|
| • | lower net warranty costs of $15 million; and |
| • | higher net favourable commercial settlements. |
SEATING SYSTEMS
| **** | For the three months ended June 30, | **** | **** | **** | **** | **** | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | 2022 | 2021 | Change | |||||||||
| Sales | $ | 1,253 | $ | 1,166 | $ | 87 | + | 7 | % | |||
| Adjusted EBIT | $ | 2 | $ | 26 | $ | (24 | ) | - | 92 | % | ||
| Adjusted EBIT as a percentage of sales | **** | 0.2 | % | 2.2 | % | - | 2.0 | % |
Sales – Seating Systems
Sales increased 7% or $87 million to $1.25 billion for the second quarter of 2022 compared to $1.17 billion for the second quarter of 2021 primarily due to:
| • | higher global light vehicle production; |
|---|---|
| • | the launch of programs during or subsequent to<br>the second quarter of 2021, including the: |
| • | BYD Yuan Plus; |
| --- | --- |
| • | Skoda Fabia; and |
| • | Lincoln Zephyr; and |
| • | customer price increases to recover certain higher<br>production input costs. |
| --- | --- |
These factors were partially offset by:
| • | the net weakening of foreign currencies against<br>the U.S. dollar, which decreased reported U.S. dollar sales by $84 million; |
|---|---|
| • | lower sales at facilities in Russia; and |
| • | net customer price concessions subsequent to<br>the second quarter of 2021. |
| 12 | Magna International Inc. Second Quarter Report 2022 |
| --- | --- |
Adjusted EBIT and Adjusted EBIT as a percentageof sales – Seating Systems
Adjusted EBIT decreased $24 million to $2 million for the second quarter of 2022 compared to $26 million for the second quarter of 2021 and Adjusted EBIT as a percentage of sales decreased to 0.2% from 2.2%. These decreases were primarily due to:
| • | higher net production input costs, including<br>commodity, freight and labour costs; |
|---|---|
| • | higher launch costs; |
| • | reduced earnings on lower sales at facilities<br>in Russia; and |
| • | a favourable value-added tax settlement in Brazil<br>during the second quarter of 2021. |
These factors were partially offset by:
| • | productivity and efficiency improvements at certain<br>underperforming facilities; and |
|---|---|
| • | earnings on higher sales. |
COMPLETE VEHICLES
| For the three months <br> ended June 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | ||||||||||
| Complete Vehicle Assembly Volumes (thousands of units)^(i)^ | 31.0 | 29.5 | 1.5 | + | 5 | % | ||||||
| Sales | $ | 1,403 | $ | 1,490 | $ | (87 | ) | - | 6 | % | ||
| Adjusted EBIT | $ | 63 | $ | 79 | $ | (16 | ) | - | 20 | % | ||
| Adjusted EBIT as a percentage of sales | 4.5 | % | 5.3 | % | - | 0.8 | % |
*(i)*Vehiclesproduced at our Complete Vehicle operations are included in Europe Light Vehicle Production volumes.
Sales – Complete Vehicles
Sales decreased 6% or $87 million to $1.40 billion for the second quarter of 2022 compared to $1.49 billion for the second quarter of 2021 while assembly volumes increased 5%. The decrease in sales is primarily as a result of a $185 million decrease in reported U.S. dollar sales as a result of the weakening of the euro against the U.S. dollar partially offset by higher assembly volumes and favourable program mix.
| Magna International Inc. Second Quarter Report 2022 | 13 |
|---|
Adjusted EBIT and Adjusted EBIT as a percentageof sales – Complete Vehicles
Adjusted EBIT decreased $16 million to $63 million for the second quarter of 2022 compared to $79 million for the second quarter of 2021 and Adjusted EBIT as a percentage of sales decreased to 4.5% from 5.3%. These decreases were primarily due to:
| • | the net weakening of the euro against the U.S.<br>dollar, which had an unfavourable $7 million impact on reported U.S. dollar Adjusted EBIT; |
|---|---|
| • | higher net production input costs, including<br>energy and labour costs; and |
| • | unfavourable program mix. |
These factors were partially offset by higher earnings due to higher assembly volumes, net of contractual fixed cost recoveries on certain programs and higher margins on engineering programs.
CORPORATE AND OTHER
Adjusted EBIT was $11 million for the second quarter of 2022 compared to $22 million for the second quarter of 2021. The $11 million decrease was primarily the result of:
| • | transactional foreign exchange losses in the<br>second quarter of 2022 compared to gains in the second quarter of 2021; and |
|---|---|
| • | higher costs to accelerate our operational excellence<br>initiatives. |
These factors were partially offset by amortization related to public company securities.
| 14 | Magna International Inc. Second Quarter Report 2022 |
|---|
FINANCIAL CONDITION, LIQUIDITYAND CAPITAL RESOURCES
OPERATING ACTIVITIES
| For the three months <br> ended June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | |||||||
| Net (loss) income | $ | (145 | ) | $ | 436 | ||||
| Items not involving current cash flows | 705 | 341 | |||||||
| 560 | 777 | $ | (217 | ) | |||||
| Changes in operating assets and liabilities | (139 | ) | (249 | ) | 110 | ||||
| Cash provided from operating activities | $ | 421 | $ | 528 | $ | (107 | ) |
Cash provided from operating activities
Comparing the second quarters of 2022 to 2021, cash provided from operating activities decreased $107 million primarily as a result of an increase in production costs. Specifically, the decrease is primarily a result of:
| • | a $327 million decrease in cash received from<br>customers; |
|---|---|
| • | a $44 million decrease in dividends received<br>from equity investments; |
| • | a $20 million increase in cash paid for labour;<br>and |
| • | a $16 million increase in cash paid for taxes. |
These factors were partially offset by a $305 million decrease in cash paid for materials and overhead.
Changes in operating assets and liabilities
During the second quarter of 2022, we used $139 million for operating assets and liabilities primarily consisting of:
| • | $188 million decrease in trade payables due to<br>lower purchases and timing of payments in the second quarter of 2022; and |
|---|---|
| • | $83 million decrease in accrued wages and salaries<br>mainly due to the payout of profit sharing awards in the second quarter of 2022. |
These uses of cash were partially offset by:
| • | $100 million increase in other accrued liabilities;<br>and |
|---|---|
| • | $73 million decrease in current assets. |
| Magna International Inc. Second Quarter Report 2022 | 15 |
| --- | --- |
INVESTINGACTIVITIES
| For the three months | ||||||||
|---|---|---|---|---|---|---|---|---|
| ended June<br> 30, | ||||||||
| 2022 | 2021 | Change | ||||||
| Fixed asset additions | $ | (329 | ) | $ | (277 | ) | ||
| Increase in investments, other assets and intangible assets | (80 | ) | (93 | ) | ||||
| Increase in public and private equity<br> investments | (2 | ) | (17 | ) | ||||
| Fixed assets, investments, other assets and intangible assets<br> additions | (411 | ) | (387 | ) | ||||
| Proceeds from dispositions | 40 | 20 | ||||||
| Business combinations | — | (21 | ) | |||||
| Cash used for investing activities | $ | (371 | ) | $ | (388 | ) | $ | 17 |
Cash used for investing activities in the second quarter of 2022 was $17 million lower compared to the second quarter of 2021. The change between the second quarter of 2022 and the second quarter of 2021 was primarily due to:
| • | business<br> combinations during the second quarter of 2021; |
|---|---|
| • | higher<br> proceeds from dispositions including the sale of public equity investments; |
| --- | --- |
| • | lower<br> spending on public and private equity investments; and |
| --- | --- |
| • | lower<br> spending on investment, other assets and intangible assets. |
| --- | --- |
These decreases were partially offset by higher spending on fixed assets.
FINANCINGACTIVITIES
| For the three months | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ended June<br> 30, | |||||||||
| 2022 | 2021 | Change | |||||||
| Repurchase of Commons Shares | $ | (212 | ) | $ | (99 | ) | |||
| Repayments of debt | (34 | ) | (47 | ) | |||||
| Dividends paid | (130 | ) | (127 | ) | |||||
| Dividends paid to non-controlling interests | (12 | ) | (8 | ) | |||||
| Contributions by non-controlling interests of subsidiaries | 5 | — | |||||||
| Tax withholdings on vesting of equity awards | (1 | ) | — | ||||||
| Issue of Common Shares on exercise of stock options | — | 50 | |||||||
| Issues of debt | 3 | 14 | |||||||
| Cash used for financing activities | $ | (381 | ) | $ | (217 | ) | $ | (164 | ) |
During the second quarter of 2022 we repurchased 3.5 million Common Shares under normal course issuer bids for aggregate cash consideration of $212 million.
Cash dividends paid per Common Share were $0.45 for the second quarter of 2022 compared to $0.43 for the second quarter of 2021.
| 16 | Magna International Inc. Second Quarter Report 2022 |
|---|
FINANCING RESOURCES
| As at | As at | ||||||
|---|---|---|---|---|---|---|---|
| June 30, | December 31, | ||||||
| 2022 | 2021 | Change | |||||
| Liabilities | |||||||
| Long-term debt due within one year | $ | 105 | $ | 455 | |||
| Current portion of operating lease<br> liabilities | 270 | 274 | |||||
| Long-term debt | 3,408 | 3,538 | |||||
| Operating lease<br> liabilities | 1,294 | 1,406 | |||||
| $ | 5,077 | $ | 5,673 | $ | (596 | ) |
Financial liabilities decreased $596 million to $5.08 billion as at June 30, 2022 primarily as a result of redeeming the Cdn$425 million [$336 million] 3.100% Senior Notes during the first quarter of 2022 and the weakening of foreign currencies against the U.S. dollar.
CASH RESOURCES
In the second quarter of 2022, our cash resources decreased by $332 million to $1.7 billion, primarily as a result of cash used for financing and investing activities partially offset by cash provided from operating activities, as discussed above. In addition to our cash resources at June 30, 2022, we had term and operating lines of credit totaling $3.7 billion, of which $3.5 billion was unused and available.
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 July 28, 2022 were exercised:
| Common Shares | 288,962,417 |
|---|---|
| Stock<br> options ^(i)^ | 6,038,388 |
| 295,000,805 | |
| (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
There have been no material changes with respect to the contractual obligations requiring annual payments during the six months ended June 30, 2022 that are outside the ordinary course of our business. Refer to our MD&A included in our 2021 Annual Report.
| Magna International Inc. Second Quarter Report 2022 | 17 |
|---|
RESULTSOF OPERATIONS – FOR THE SIX MONTHS ENDED JUNE 30, 2022
| For the six months ended June 30, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sales | Adjusted EBIT | |||||||||||||||
| 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||
| Body Exteriors & Structures | $ | 8,024 | $ | 7,672 | $ | 352 | $ | 420 | $ | 554 | $ | (134 | ) | |||
| Power & Vision | **** | 5,934 | 6,037 | (103 | ) | **** | 245 | 500 | (255 | ) | ||||||
| Seating Systems | **** | 2,629 | 2,469 | 160 | **** | 51 | 81 | (30 | ) | |||||||
| Complete Vehicles | **** | 2,678 | 3,340 | (662 | ) | **** | 113 | 159 | (46 | ) | ||||||
| Corporate and Other | **** | (261 | ) | (305 | ) | 44 | **** | 36 | 33 | 3 | ||||||
| Total<br> reportable segments | $ | 19,004 | $ | 19,213 | $ | (209 | ) | $ | 865 | $ | 1,327 | $ | (462 | ) |
BODY EXTERIORS & STRUCTURES
| For the six months | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ended June<br> 30, | ||||||||||||
| 2022 | 2021 | Change | ||||||||||
| Sales | $ | 8,024 | $ | 7,672 | $ | 352 | + | 5 | % | |||
| Adjusted EBIT | $ | 420 | $ | 554 | $ | (134 | ) | - | 24 | % | ||
| Adjusted EBIT as a percentage of<br> sales | **** | 5.2 | % | 7.2 | % | - | 2.0 | % |
Sales –Body Exteriors & Structures
Sales increased 5% or $352 million to $8.02 billion for the six months ended June 30, 2022 compared to $7.67 billion for the six months ended June 30, 2021, primarily due to:
| · | the<br> launch of programs during or subsequent to the first six months of 2022, including the: |
|---|---|
| · | Jeep<br> Wagoneer and Grand Wagoneer; |
| --- | --- |
| · | Ford<br> Maverick; |
| --- | --- |
| · | Ford<br> Bronco; and |
| --- | --- |
| · | Nissan<br> Qashqai; and |
| · | customer<br> price increases to recover certain higher production input costs. |
| --- | --- |
These factors were partially offset by:
| · | the<br> net weakening of foreign currencies against the U.S. dollar, which decreased reported U.S.<br> dollar sales by $260 million; |
|---|---|
| · | divestitures,<br> net of acquisitions subsequent to the first six months of 2021, which decreased sales by<br> $170 million; |
| --- | --- |
| · | lower<br> global light vehicle production; |
| --- | --- |
| · | lower<br> sales at facilities in Russia; and |
| --- | --- |
| · | net<br> customer price concessions subsequent to the first six months of 2021. |
| --- | --- |
| 18 | Magna International Inc. Second Quarter Report 2022 |
| --- | --- |
Adjusted EBITand Adjusted EBIT as a percentage of sales – Body Exteriors & Structures
Adjusted EBIT decreased $134 million to $420 million for the six months ended June 30, 2022 compared to $554 million for the six months ended June 30, 2021 and Adjusted EBIT as a percentage of sales decreased to 5.2% from 7.2% primarily as a result of:
| · | higher<br> net production input costs, including commodity, energy, labour and freight costs; |
|---|---|
| · | inefficiencies<br> and other costs at certain underperforming facilities; |
| --- | --- |
| · | reduced<br> earnings on lower sales at facilities in Russia; |
| --- | --- |
| · | the<br> net weakening of foreign currencies against the U.S. dollar that had a $12 million unfavourable<br> impact on reported U.S. dollar Adjusted EBIT; and |
| --- | --- |
| · | a<br> favourable value-added tax settlement in Brazil during the second quarter of 2021. |
| --- | --- |
These factors were partially offset by:
| · | higher<br> favourable commercial settlements; |
|---|---|
| · | earnings<br> on higher sales; |
| --- | --- |
| · | divestitures,<br> net of acquisitions subsequent to the second quarter of 2021; and |
| --- | --- |
| · | lower<br> launch costs. |
| --- | --- |
POWER & VISION
| For the six months | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ended June<br> 30, | ||||||||||||
| 2022 | 2021 | Change | ||||||||||
| Sales | $ | 5,934 | $ | 6,037 | $ | (103 | ) | - | 2 | % | ||
| Adjusted EBIT | $ | 245 | $ | 500 | $ | (255 | ) | - | 51 | % | ||
| Adjusted EBIT as a percentage of sales | 4.1 | % | 8.3 | % | - | 4.2 | % | |||||
| Magna International Inc. Second Quarter Report 2022 | 19 | |||||||||||
| --- | --- |
Sales – Power & Vision
Sales decreased 2% or $103 million to $5.93 billion for the six months ended June 30, 2022 compared to $6.04 billion for the six months ended June 30, 2021, primarily due to:
| • | the<br> net weakening of foreign currencies against the U.S. dollar, which decreased reported U.S.<br> dollar sales by $288 million; |
|---|---|
| • | lower<br> global light vehicle production; and |
| --- | --- |
| • | net<br> customer price concessions subsequent to the first six months of 2021. |
| --- | --- |
These factors were partially offset by:
| • | the<br> launch of programs during or subsequent to the first six months of 2021, including the: |
|---|---|
| • | Ford<br> Bronco; |
| --- | --- |
| • | Jeep<br> Wagoneer and Grand Wagoneer; |
| --- | --- |
| • | Toyota<br> Tundra; and |
| --- | --- |
| • | Renault<br> Kangoo/Be Bop; |
| --- | --- |
| • | an<br> acquisition during the first six months of 2021, which increased sales by $37 million; and |
| --- | --- |
| • | customer<br> price increases to recover certain higher production input costs. |
| --- | --- |
Adjusted EBITand Adjusted EBIT as a percentage of sales – Power & Vision
Adjusted EBIT decreased $255 million to $245 million for the six months ended June 30, 2022 compared to $500 million for the six months ended June 30, 2021 and Adjusted EBIT as a percentage of sales decreased to 4.1% from 8.3%. These decreases were primarily due to:
| • | higher<br> net production input costs, including commodity, freight, energy and labour costs; |
|---|---|
| • | lower<br> equity income; |
| --- | --- |
| • | higher<br> electrification spending, including at certain equity-accounted entities; |
| --- | --- |
| • | inefficiencies<br> and other costs at certain underperforming facilities; and |
| --- | --- |
| • | a<br> favourable value-added tax settlement in Brazil during the second quarter of 2021. |
| --- | --- |
These factors were partially offset by:
| • | higher<br> net favourable commercial settlements. |
|---|---|
| • | lower<br> net warranty costs of $19 million; and |
| --- | --- |
| • | lower<br> net engineering costs related to our ADAS business. |
| --- | --- |
| 20 | Magna International Inc. Second Quarter Report 2022 |
| --- | --- |
SEATING SYSTEMS
| For the six months | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ended June 30, | ||||||||||||
| 2022 | 2021 | Change | ||||||||||
| Sales | $ | 2,629 | $ | 2,469 | $ | 160 | + | 6 | % | |||
| Adjusted EBIT | $ | 51 | $ | 81 | $ | (30 | ) | - | 37 | % | ||
| Adjusted EBIT as a percentage of sales | 1.9 | % | 3.3 | % | - | 1.4 | % |
Sales – Seating Systems
Sales increased 6% or $160 million to $2.63 billion for the six months ended June 30, 2022 compared to $2.47 billion for the six months ended June 30, 2021, primarily due to:
| • | the launch of programs during or subsequent to<br>the first six months of 2021, including the: |
|---|---|
| • | Jeep Grand Cherokee; |
| --- | --- |
| • | BYD Yuan Plus; |
| --- | --- |
| • | Skoda Fabia; |
| --- | --- |
| • | BYD Qin Plus; and |
| --- | --- |
| • | customer price increases to recover certain higher<br>production input costs. |
| --- | --- |
These factors were partially offset by:
| • | the net weakening of foreign currencies against<br>the U.S. dollar, which decreased reported U.S. dollar sales by $138 million; |
|---|---|
| • | lower sales at facilities in Russia; and |
| --- | --- |
| • | net customer price concessions subsequent to<br>the first six months of 2021. |
| --- | --- |
Adjusted EBIT and Adjusted EBIT as a percentageof sales – Seating Systems
Adjusted EBIT decreased $30 million to $51 million for the six months ended June 30, 2022 compared to $81 million for the six months ended June 30, 2021 and Adjusted EBIT as a percentage of sales decreased to 1.9% from 3.3%. These decreases were primarily due to:
| • | higher net production input costs, including<br>commodity, freight and labour costs; |
|---|---|
| • | reduced earnings on lower sales at facilities<br>in Russia; and |
| • | a favourable value-added tax settlement in Brazil<br>during the second quarter of 2021. |
These factors were partially offset by:
| • | earnings on higher sales; |
|---|---|
| • | favourable commercial settlements during the<br>first six months of 2022; and |
| • | productivity and efficiency improvements at certain<br>underperforming facilities. |
| Magna International Inc. Second Quarter Report 2022 | 21 |
| --- | --- |
COMPLETE VEHICLES
| Forthe six monthsended June 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | ||||||||||
| CompleteVehicle Assembly Volumes (thousands of units)^(i)^ | 55.6 | 69.6 | (14.0 | ) | - | 20 | % | |||||
| Sales | $ | 2,678 | $ | 3,340 | $ | (662 | ) | - | 20 | % | ||
| Adjusted<br>EBIT | $ | 113 | $ | 159 | $ | (46 | ) | - | 29 | % | ||
| Adjusted<br>EBIT as a percentage of sales | 4.2 | % | 4.8 | % | - | 0.6 | % | |||||
| (i) | Vehicles produced at our CompleteVehicle operations are included in Europe Light Vehicle Production volumes. | |||||||||||
| --- | --- |
Sales – Complete Vehicles
Sales decreased 20% or $662 million to $2.68 billion for the six months ended June 30, 2022 compared to $3.34 billion for the six months ended June 30, 2021 and assembly volumes decreased 20%. The decrease in sales is primarily as a result of the impact of lower assembly volumes and a $277 million decrease in reported U.S. dollar sales as a result of the weakening of the euro against the U.S. dollar partially offset by favourable program mix.
Adjusted EBIT and Adjusted EBIT as a percentageof sales – Complete Vehicles
Adjusted EBIT decreased $46 million to $113 million for the six months ended June 30, 2022 compared to $159 million for the six months ended June 30, 2021 and Adjusted EBIT as a percentage of sales decreased to 4.2% from 4.8%. These decreases were primarily due to:
| • | lower assembly volumes, net of contractual fixed<br>cost recoveries on certain programs; |
|---|---|
| • | higher net production input costs, including<br>energy and labour costs; |
| • | the net weakening of the euro against the U.S.<br>dollar, which had an unfavourable $10 million impact on reported U.S. dollar Adjusted EBIT; and |
| • | unfavourable program mix. |
These factors were partially offset by higher margins on engineering programs.
| 22 | Magna International Inc. Second Quarter Report 2022 |
|---|
CORPORATE AND OTHER
Adjusted EBIT was $36 million for the six months ended June 30, 2022 compared to $33 million for the six months ended June 30, 2021. The $3 million improvement was primarily the result of:
| • | amortization related to public company securities;<br>and |
|---|---|
| • | lower incentive compensation and employee profit<br>sharing. |
These factors were partially offset by:
| • | a decrease in fees received from our divisions; |
|---|---|
| • | higher costs to accelerate our operational excellence<br>initiatives; and |
| • | transactional foreign exchange losses in the<br>six months ended June 30, 2022 compared to gains in the six months ended June 30, 2021. |
NON-GAAPPERFORMANCE MEASURES - FOR THE SIX MONTHS ENDED JUNE 30, 2022
ADJUSTED EBIT AS A PERCENTAGE OF SALES
The table below shows the change in Magna's Sales and Adjusted EBIT by segment and the impact each segment's changes have on Magna's Adjusted EBIT as a percentage of sales for the six months ended June 30, 2022 compared to the six months ended June 30, 2021:
| Adjusted<br> EBIT | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Adjusted | as<br> a percentage | ||||||||
| Sales | EBIT | of<br> sales | |||||||
| Six<br> months ended June 30, 2021 | $ | 19,213 | $ | 1,327 | + | 6.9 | % | ||
| Increase<br> related to: | |||||||||
| Body<br> Exteriors & Structures | 352 | (134 | ) | - | 0.8 | % | |||
| Power &<br> Vision | (103 | ) | (255 | ) | - | 1.3 | % | ||
| Seating<br> Systems | 160 | (30 | ) | - | 0.2 | % | |||
| Complete<br> Vehicles | (662 | ) | (46 | ) | — | ||||
| Corporate<br> and Other | 44 | 3 | — | ||||||
| Six<br> months ended June 30, 2022 | $ | 19,004 | $ | 865 | + | 4.6 | % |
Adjusted EBIT as a percentage of sales decreased to 4.6% for the six months ended June 30, 2022 compared to 6.9% for the six months ended June 30, 2021 primarily due to:
| • | higher net production input costs, including<br>commodity, energy, labour and freight costs; |
|---|---|
| • | inefficiencies and other costs at certain underperforming<br>facilities; |
| • | higher launch costs; |
| • | lower equity income; |
| • | reduced earnings on lower sales at facilities<br>in Russia; |
| • | a favourable value-added tax settlement in Brazil<br>during the second quarter of 2021; and |
| • | higher electrification spending, including at<br>certain equity-accounted entities. |
These factors were partially offset by:
| • | higher favourable commercial settlements; |
|---|---|
| • | lower net warranty costs; |
| • | lower employee profit sharing and incentive compensation; |
| • | amortization related to public company securities;<br>and |
| • | divestitures, net of acquisitions subsequent<br>to the six months ended June 30, 2021. |
| Magna International Inc. Second Quarter Report 2022 | 23 |
| --- | --- |
RETURN ON INVESTED CAPITAL
Adjusted Return on Invested Capital decreased to 8.6% for the six months ended June 30, 2022 compared to 13.1% for the six months ended June 30, 2021 as a result of a decrease in Adjusted After-tax operating profits and higher Average Invested Capital. Other expense (income), net, after tax and Adjustments to Deferred Tax Valuation Allowances negatively impacted Return on Invested Capital by 5.2% in the first six months of 2022 and positively impacted Return on Invested Capital by 0.6% in the first six months of 2021.
Average Invested Capital increased $145 million to $16.02 billion for the six months ended June 30, 2022 compared to $15.87 billion for the six months ended June 30, 2021, primarily due to:
| • | acquisitions, net of divestitures during and<br>subsequent to the first six months of 2021; and |
|---|---|
| • | an increase in average changes in operating assets<br>and liabilities. |
These factors were partially offset by:
| • | the net weakening of foreign currencies against<br>the U.S. dollar; and |
|---|---|
| • | the impairment of assets recorded during the<br>first six months of 2022. |
RETURN ON EQUITY
Return on Equity was 3.5% for the six months ended June 30, 2022 compared to 17.2% for the six months ended June 30, 2021. This decrease was due to lower net income attributable to Magna partially offset by lower average shareholders' equity. Other expense (income), net, after tax and Adjustments to Deferred Tax Valuation Allowances negatively impacted Return on Equity by 7.0% in the first six months of 2022 and positively impacted Return on Equity by 0.8% in the first six months of 2021.
| 24 | Magna International Inc. Second Quarter Report 2022 |
|---|
NON-GAAP FINANCIAL MEASURES RECONCILIATION
The reconciliation of Non-GAAP financial measures is as follows:
ADJUSTED EBIT
| For the three months | For the six months | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ended June 30, | ended June 30, | |||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||
| Net (loss) income | $ | (145 | ) | $ | 436 | $ | 234 | $ | 1,058 | |
| Add (deduct): | ||||||||||
| Interest expense, net | 20 | 11 | 46 | 34 | ||||||
| Other expense (income), net | 426 | 6 | 487 | (52 | ) | |||||
| Income taxes | 57 | 104 | 98 | 287 | ||||||
| Adjusted EBIT | $ | 358 | $ | 557 | $ | 865 | $ | 1,327 |
ADJUSTED EBIT AS A PERCENTAGE OF SALES
| For the three months | For the six months | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ended June 30, | ended June 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Sales | $ | 9,362 | $ | 9,034 | $ | 19,004 | $ | 19,213 | ||||
| Adjusted EBIT | $ | 358 | $ | 557 | $ | 865 | $ | 1,327 | ||||
| Adjusted EBIT as a percentage of sales | 3.8 | % | 6.2 | % | 4.6 | % | 6.9 | % |
ADJUSTED DILUTED EARNINGS PER SHARE
| For the three months | For the six months | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ended June 30, | ended June 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net (loss) income attributable to Magna International Inc. | $ | (156 | ) | $ | 424 | $ | 208 | $ | 1,039 | |||
| Add (deduct): | ||||||||||||
| Other expense (income), net | 426 | 6 | 487 | (52 | ) | |||||||
| Tax effect on Other expense (income), net | (27 | ) | (4 | ) | (40 | ) | 5 | |||||
| Adjustments to Deferred Tax Valuation Allowances | — | — | (29 | ) | — | |||||||
| Adjusted net income attributable to Magna International Inc. | 243 | 426 | 626 | 992 | ||||||||
| Diluted weighted average number of Common Shares outstanding during the period (millions) | 291.1 | 303.6 | 295.0 | 303.6 | ||||||||
| Adjusted diluted earnings per share | $ | 0.83 | $ | 1.40 | $ | 2.12 | $ | 3.27 | ||||
| Magna International Inc. Second Quarter Report 2022 | 25 | |||||||||||
| --- | --- |
RETURN ON INVESTED CAPITAL AND ADJUSTED RETURNON INVESTED CAPITAL
Return on Invested Capital is calculated as After-tax operating profits divided by Average Invested Capital for the period. Adjusted Return on Invested Capital is calculated as Adjusted After-tax operating profits divided by Average Invested Capital for the period. Average Invested Capital for the three month period is averaged on a two-fiscal quarter basis and for the six month period is averaged on a three-fiscal quarter basis.
| For the three months | For the six months | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ended June 30, | ended June 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net (loss) income | $ | (145 | ) | $ | 436 | $ | 234 | $ | 1,058 | |||
| Add (deduct): | ||||||||||||
| Interest expense, net | 20 | 11 | 46 | 34 | ||||||||
| Income taxes on interest expense, net at Magna's effective income tax rate: | (5 | ) | (2 | ) | (9 | ) | (7 | ) | ||||
| After-tax operating profits | (130 | ) | 445 | 271 | 1,085 | |||||||
| Other expense (income), net | 426 | 6 | 487 | (52 | ) | |||||||
| Tax effect on Other expense (income), net | (27 | ) | (4 | ) | (40 | ) | 5 | |||||
| Adjustments to Deferred Tax Valuation Allowances | — | — | (29 | ) | — | |||||||
| Adjusted After-tax operating profits | $ | 269 | $ | 447 | $ | 689 | $ | 1,038 | ||||
| As at June 30, | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| 2022 | 2021 | |||||||||||
| Total Assets | $ | 27,283 | $ | 29,546 | ||||||||
| Excluding: | ||||||||||||
| Cash and cash equivalents | (1,664 | ) | (3,426 | ) | ||||||||
| Deferred tax assets | (491 | ) | (389 | ) | ||||||||
| Less Current Liabilities | (9,816 | ) | (9,864 | ) | ||||||||
| Excluding: | ||||||||||||
| Long-term debt due within one year | 105 | 117 | ||||||||||
| Current portion of operating lease liabilities | 270 | 278 | ||||||||||
| Invested Capital | $ | 15,687 | $ | 16,262 | ||||||||
| For the three months | For the six months | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ended June 30, | ended June 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| After-tax operating profits | $ | (130 | ) | $ | 445 | $ | 271 | $ | 1,085 | |||
| Average Invested Capital | $ | 16,006 | $ | 16,015 | $ | 16,019 | $ | 15,874 | ||||
| Return on Invested Capital | (3.2 | )% | 11.1 | % | 3.4 | % | 13.7 | % | ||||
| For the three months | For the six months | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ended June 30, | ended June 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Adjusted After-tax operating profits | $ | 269 | $ | 447 | $ | 689 | $ | 1,038 | ||||
| Average Invested Capital | $ | 16,006 | $ | 16,015 | $ | 16,019 | $ | 15,874 | ||||
| Adjusted Return on Invested Capital | 6.7 | % | 11.2 | % | 8.6 | % | 13.1 | % |
| **26** | **Magna International Inc. Second Quarter Report 2022** |
| --- | --- |
RETURN ON EQUITY
Return on Equity is discussed in the "Non-GAAP Performance Measures" section and is calculated in the table below:
| For the three months | For the six months | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ended June 30, | ended June 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net (loss) income attributable to Magna International Inc. | $ | (156 | ) | $ | 424 | $ | 208 | $ | 1,039 | |||
| Average Shareholders' Equity | $ | 11,692 | $ | 12,246 | $ | 11,869 | $ | 12,071 | ||||
| Return on Equity | (5.3 | )% | 13.8 | % | 3.5 | % | 17.2 | % |
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 14, "Contingencies" of our unaudited interim consolidated financial statements for the three and six months ended June 30, 2022, which describes these claims.
For a discussion of risk factors relating to legal and other claims/actions against us, refer to "Item 5. Risk Factors" in our Annual Information Form and Annual Report on Form 40-F, each in respect of the year ended December 31, 2021.
CONTROLS AND PROCEDURES
There have been no changes in our internal controls over financial reporting that occurred during the three months ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| **Magna International Inc. Second Quarter Report 2022** | **27** |
| --- | --- |
FORWARD-LOOKING STATEMENTS
Certain statements in this MD&A may constitute "forward-looking information" or "forward-looking statements" (collectively, "forward-looking statements"). Any such forward-looking statements are intended to provide information about management's current expectations and plans and may not be appropriate for other purposes. Forward-looking statements may include financial and other projections, as well as statements regarding our future plans, strategic 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", "aim", "forecast", "outlook", "project", "estimate", "target" and similar expressions suggesting future outcomes or events to identify forward-looking statements.
The following table identifies the material forward-looking statements contained in this document, together with the material potential risks that we currently believe could cause actual results to differ materially from such forward-looking statements. Readers should also consider all of the risk factors which follow below the table:
| Material Forward-Looking Statement | Material Potential Risks Related to Applicable Forward-Looking Statement |
|---|---|
| Russian Invasion of Ukraine | • Impact<br> on global economic growth<br><br> <br>• Disruption<br> of production in Russia<br><br> <br>• Lower<br> industry production volumes and lower Magna sales<br><br> <br>• Higher<br> energy, commodity, transportation/logistics and other input costs<br><br> <br>• Potential<br> disruption of energy supply to Western European operations<br><br> <br>• Disruption<br> of supply chains, including potential worsening of semiconductor chip shortage<br><br> <br>• Increasing<br> cybersecurity threats<br><br> <br>• Expropriation<br> risks |
| Impact of energy shortages/rationing initiatives | • Risks related to production shutdowns due to energy shortages/rationing. These risks include:<br><br> <br>• <br> Lower sales<br><br> <br>• <br> Higher energy costs<br><br> <br>• <br> Premium freight costs to expedite shipments; and/or other unrecoverable costs<br><br> <br>• <br>Price increases from sub-suppliers that have been negatively impacted by production inefficiencies, premium freight costs and/or<br>other costs related to production shutdowns resulting from energy rationing |
| Impact of supply chain disruptions | • Risks<br> related to supply chain disruptions include:<br><br> <br>• Lower<br> sales<br><br> <br>• Higher<br> commodity costs<br><br> <br>• Production<br> inefficiencies due to production lines being stopped/restarted unexpectedly<br><br> <br>• Premium<br> freight costs to expedite shipments; and/or other unrecoverable costs<br><br> <br>• Price<br> increases from sub-suppliers that have been negatively impacted by production inefficiencies, premium freight costs and/or other costs<br> related to the commodity shortages |
| Inflationary price increases | • Commodity<br> cost volatility<br><br> <br>• Increase<br> in our cost structure as a result of inability to offset inflationary price increases through continuous improvement actions, price increases,<br> adjustments to our own operations or otherwise<br><br> <br>• Price<br> increases or surcharges from sub-suppliers in connection with inflationary pressures they face<br><br> <br>• Skilled<br> labour attraction/retention, including as a result of wage pressures in some markets |
| Rising interest rates | • Impact<br>of higher interest rates and availability of credit on consumer confidence and in turn vehicle sales and vehicle production |
| **28** | **Magna International Inc. Second Quarter Report 2022** |
| --- | --- |
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. While we believe we have a reasonable basis for making any such forward-looking statements, they are not a guarantee of future performance or outcomes. Whether actual results and developments conform to 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:
| Risks Related to the Automotive Industry | Pricing Risks |
|---|---|
| • economic<br> cyclicality;<br><br> <br>• regional<br> production volume declines;<br><br> <br>• intense<br> competition;<br><br> <br>• potential<br> restrictions on free trade;<br><br> <br>• trade<br> disputes/tariffs;<br><br> <br><br><br> <br>Customer and Supplier Related Risks<br><br> <br><br><br> <br>• concentration<br> of sales with six customers;<br><br> <br>• emergence<br> of potentially disruptive Electric Vehicle OEMs, including risks related to limited revenues/operating history of new OEM entrants;<br><br> <br>• OEM<br> consolidation and cooperation;<br><br> <br>• shifts<br> in market shares among vehicles or vehicle segments;<br><br> <br>• shifts<br> in consumer "take rates" for products we sell;<br><br> <br>• dependence<br> on outsourcing;<br><br> <br>• quarterly<br> sales fluctuations;<br><br> <br>• potential<br> loss of any material purchase orders;<br><br> <br>• a<br> deterioration in the financial condition of our supply base;<br><br> <br><br><br> <br>Manufacturing Operational Risks<br><br> <br><br><br> <br>• risks<br> arising from Russia’s invasion of Ukraine and compliance with the sanctions regime imposed in response;<br><br> <br>• impact<br> of the semiconductor chip shortage on OEM production volumes and on the efficiency of our operations;<br><br> <br>• risks<br> related to COVID-19;<br><br> <br>• supply<br> disruptions and higher costs to mitigate such disruptions;<br><br> <br>• regional<br> energy shortages and price increases;<br><br> <br>• skilled<br> labour attraction/retention;<br><br> <br>• product<br> and new facility launch risks;<br><br> <br>• operational<br> underperformance;<br><br> <br>• restructuring<br> costs;<br><br> <br>• impairment<br> charges;<br><br> <br>• labour<br> disruptions;<br><br> <br>• climate<br> change risks;<br><br> <br>• leadership<br> succession;<br><br> <br><br><br> <br>IT Security/Cybersecurity Risks<br><br> <br><br><br> <br>• IT/Cybersecurity<br> breach;<br><br> <br>• Product<br>cybersecurity breach; | • inflationary<br> pressures;<br><br> <br>• pricing<br> risks following time of quote or award of new business;<br><br> <br>• price<br> concessions;<br><br> <br>• commodity<br> cost volatility;<br><br> <br>• declines<br> in scrap steel/aluminum prices;<br><br> <br><br><br> <br>Warranty / Recall Risks<br><br> <br><br><br> <br>• costs<br> related to repair or replace defective products, including due to a recall;<br><br> <br>• warranty<br> or recall costs that exceed warranty provisions or insurance coverage limits;<br><br> <br>• product<br> liability claims;<br><br> <br><br><br> <br>Acquisition Risks<br><br> <br><br><br> <br>• competition<br> for strategic acquisition targets;<br><br> <br>• inherent<br> merger and acquisition risks;<br><br> <br>• acquisition<br> integration risk;<br><br> <br><br><br> <br>Other Business Risks<br><br> <br><br><br> <br>• risks<br> related to conducting business through joint ventures;<br><br> <br>• our<br> ability to consistently develop and commercialize innovative products or processes;<br><br> <br>• intellectual<br> property risks;<br><br> <br>• our<br> changing business risk profile as a result of increased investment in electrification and autonomous/assisted driving, including:<br> higher R&D and engineering costs, and challenges in quoting for profitable returns on products for which we may not have significant<br> quoting experience;<br><br> <br>• risks<br> of conducting business in foreign markets;<br><br> <br>• fluctuations<br> in relative currency values;<br><br> <br>• tax<br> risks;<br><br> <br>• reduced<br> financial flexibility as a result of an economic shock;<br><br> <br>• changes<br> in credit ratings assigned to us.<br><br> <br>****<br><br> <br>Legal, Regulatory and Other Risks<br><br> <br><br><br> <br>• antitrust<br> risk;<br><br> <br>• legal<br> claims and/or regulatory actions against us; and changes in laws and regulations, including those related to vehicle emissions or<br> made as a result of the COVID-19 pandemic. |
In evaluating forward-looking statements,we caution readers not to place undue reliance on any forward-looking statement. Additionally, readers should specifically consider thevarious factors which could cause actual events or results to differ materially from those indicated by such forward-looking statements,including the risks, assumptions and uncertainties above which are:
| • | discussed under the "Industry Trends and Risks" heading of our Management's Discussion and Analysis; and |
|---|---|
| • | set out in our Annual Information Form filed with securities commissions in Canada, our annual report on Form 40-F filed with the United States Securities and Exchange Commission, and subsequent filings. |
Readers should also consider discussion ofour risk mitigation activities with respect to certain risk factors, which can also be found in our Annual Information Form.
| Magna International Inc. Second Quarter Report 2022 | 29 |
|---|
MAGNA INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF (LOSS)INCOME
[Unaudited]
[U.S. dollars in millions, except per share figures]
| **** | **** | Three months ended | **** | Six months ended | **** | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | **** | June 30, | **** | June 30, | **** | |||||||||
| **** | Note | 2022 | **** | 2021 | **** | 2022 | **** | 2021 | **** | |||||
| Sales | 15 | $ | 9,362 | $ | 9,034 | $ | 19,004 | $ | 19,213 | |||||
| Costs and expenses | ||||||||||||||
| Cost of goods sold | 8,259 | 7,728 | 16,659 | 16,390 | ||||||||||
| Depreciation and amortization | 360 | 374 | 729 | 738 | ||||||||||
| Selling, general and administrative | 410 | 419 | 796 | 849 | ||||||||||
| Interest expense, net | 20 | 11 | 46 | 34 | ||||||||||
| Equity income | (25 | ) | (44 | ) | (45 | ) | (91 | ) | ||||||
| Other expense (income),<br> net | 2 | 426 | 6 | 487 | (52 | ) | ||||||||
| (Loss) income from operations before income<br> taxes | (88 | ) | 540 | 332 | 1,345 | |||||||||
| Income taxes | 10 | 57 | 104 | 98 | 287 | |||||||||
| Net (loss) income | (145 | ) | 436 | 234 | 1,058 | |||||||||
| Income attributable<br> to non-controlling interests | (11 | ) | (12 | ) | (26 | ) | (19 | ) | ||||||
| Net (loss) income<br> attributable to Magna International Inc. | $ | (156 | ) | $ | 424 | $ | 208 | $ | 1,039 | |||||
| (Loss) earnings per Common Share: | 3 | |||||||||||||
| Basic | $ | (0.54 | ) | $ | 1.41 | $ | 0.71 | $ | 3.45 | |||||
| Diluted | $ | (0.54 | ) | $ | 1.40 | $ | 0.70 | $ | 3.42 | |||||
| Cash dividends paid<br> per Common Share | $ | 0.45 | $ | 0.43 | $ | 0.90 | $ | 0.86 | ||||||
| Weighted average number of Common<br> Shares outstanding during the period [in millions]: | 3 | |||||||||||||
| Basic | 291.1 | 301.1 | 293.8 | 301.0 | ||||||||||
| Diluted | 291.1 | 303.6 | 295.0 | 303.6 |
See accompanying notes
| 30 | Magna International Inc. Second Quarter Report 2022 |
|---|
MAGNA INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
[Unaudited]
[U.S. dollars in millions]
| Three months ended | Six months ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||||||||
| Note | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Net<br> (loss) income | $ | (145 | ) | $ | 436 | $ | 234 | $ | 1,058 | |||||
| Other comprehensive (loss) income, net<br> of tax: | 12 | |||||||||||||
| Net unrealized (loss) gain on translation<br> of net investment in foreign operations | (348 | ) | 105 | (446 | ) | (3 | ) | |||||||
| Net unrealized (loss) gain on cash flow<br> hedges | (50 | ) | 34 | 5 | 47 | |||||||||
| Reclassification of net gain on cash flow<br> hedges to net income | (13 | ) | (10 | ) | (19 | ) | (18 | ) | ||||||
| Reclassification of net loss on pensions<br> to net income | 1 | 1 | 2 | 4 | ||||||||||
| Reserve for cumulative translation losses | 203 | — | 203 | — | ||||||||||
| Pension and post<br> retirement benefits | — | 1 | 1 | 1 | ||||||||||
| Other comprehensive<br> (loss) income | (207 | ) | 131 | (254 | ) | 31 | ||||||||
| Comprehensive (loss) income | (352 | ) | 567 | (20 | ) | 1,089 | ||||||||
| Comprehensive loss<br> (income) attributable to non-controlling interests | 11 | (17 | ) | (2 | ) | (21 | ) | |||||||
| Comprehensive (loss) income attributable<br> to Magna International<br> Inc. | $ | (341 | ) | $ | 550 | $ | (22 | ) | $ | 1,068 |
See accompanying notes
| Magna International Inc. Second Quarter Report 2022 | 31 |
|---|
MAGNA INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
[Unaudited]
[U.S. dollars in millions]
| As at | As at | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, | December 31, | |||||||
| Note | 2022 | 2021 | ||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 4 | $ | 1,664 | $ | 2,948 | |||
| Accounts receivable | 6,764 | 6,307 | ||||||
| Inventories | 5 | 4,064 | 3,969 | |||||
| Prepaid expenses and<br> other | 262 | 278 | ||||||
| 12,754 | 13,502 | |||||||
| Investments | 6 | 1,375 | 1,593 | |||||
| Fixed assets, net | 7,723 | 8,293 | ||||||
| Operating lease right-of-use assets | 1,587 | 1,700 | ||||||
| Intangible assets, net | 444 | 493 | ||||||
| Goodwill | 1,998 | 2,122 | ||||||
| Deferred tax assets | 491 | 421 | ||||||
| Other assets | 7 | 911 | 962 | |||||
| $ | 27,283 | $ | 29,086 | |||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 6,443 | $ | 6,465 | ||||
| Other accrued liabilities | 8 | 2,096 | 2,156 | |||||
| Accrued salaries and wages | 766 | 851 | ||||||
| Income taxes payable | 136 | 200 | ||||||
| Long-term debt due within one year | 105 | 455 | ||||||
| Current portion of<br> operating lease liabilities | 270 | 274 | ||||||
| 9,816 | 10,401 | |||||||
| Long-term debt | 3,408 | 3,538 | ||||||
| Operating lease liabilities | 1,294 | 1,406 | ||||||
| Long-term employee benefit liabilities | 651 | 700 | ||||||
| Other long-term liabilities | 390 | 376 | ||||||
| Deferred tax liabilities | 380 | 440 | ||||||
| 15,939 | 16,861 | |||||||
| Shareholders' equity | ||||||||
| Capital stock | ||||||||
| Common Shares | ||||||||
| [issued: 288,962,417; December 31, 2021 – 288,962,417] | 11 | 3,326 | 3,403 | |||||
| Contributed surplus | 96 | 102 | ||||||
| Retained earnings | 8,662 | 9,231 | ||||||
| Accumulated other<br> comprehensive loss | 12 | (1,124 | ) | (900 | ) | |||
| 10,960 | 11,836 | |||||||
| Non-controlling interests | 384 | 389 | ||||||
| 11,344 | 12,225 | |||||||
| $ | 27,283 | $ | 29,086 |
See accompanying notes
| 32 | Magna International Inc. Second Quarter Report 2022 |
|---|
MAGNA INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OFCASH FLOWS
[Unaudited]
[U.S. dollars in millions]
| Three months ended | Six months ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||||||||
| Note | 2022 | 2021 | 2022 | 2021 | ||||||||||
| Cash provided from (used for): | **** | |||||||||||||
| OPERATING ACTIVITIES | **** | |||||||||||||
| Net<br> (loss) income | **** | **** | $ | (145 | ) | $ | 436 | **** | $ | 234 | **** | $ | 1,058 | **** |
| Items not involving current cash flows | 4 | **** | 705 | 341 | 1,075 | 690 | ||||||||
| **** | 560 | 777 | 1,309 | 1,748 | ||||||||||
| Changes in operating assets and liabilities | 4 | **** | (139 | ) | (249 | ) | (708 | ) | (559 | ) | ||||
| Cash provided from operating activities | **** | 421 | 528 | 601 | 1,189 | |||||||||
| INVESTMENT ACTIVITIES | **** | |||||||||||||
| Fixed asset additions | **** | (329 | ) | (277 | ) | (567 | ) | (489 | ) | |||||
| Increase in public and private equity investments | **** | (2 | ) | (17 | ) | (4 | ) | (20 | ) | |||||
| Increase in investments, other assets and intangible assets | **** | (80 | ) | (93 | ) | (144 | ) | (197 | ) | |||||
| Proceeds from disposition | **** | 40 | 20 | 63 | 39 | |||||||||
| Proceeds on disposal of facilities | **** | — | — | 6 | — | |||||||||
| Acquisitions | **** | — | (21 | ) | — | 18 | ||||||||
| Settlement of long-term receivable from non-consolidated joint venture | **** | — | — | — | 50 | |||||||||
| Cash used for investing activities | **** | (371 | ) | (388 | ) | (646 | ) | (599 | ) | |||||
| FINANCING ACTIVITIES | **** | |||||||||||||
| Issues of debt | **** | 3 | 14 | 31 | 23 | |||||||||
| Increase (decrease) in short-term borrowings | **** | — | — | 1 | (101 | ) | ||||||||
| Repayments of debt | **** | (34 | ) | (47 | ) | (391 | ) | (81 | ) | |||||
| Issue of Common Shares on exercise of stock options | **** | — | 50 | 4 | 133 | |||||||||
| Tax withholdings on vesting of equity awards | **** | (1 | ) | — | (15 | ) | (12 | ) | ||||||
| Contributions to subsidiaries by non-controlling interests | **** | 5 | — | 5 | — | |||||||||
| Repurchase of Common Shares | 11 | **** | (212 | ) | (99 | ) | (595 | ) | (261 | ) | ||||
| Dividends paid to non-controlling interests | **** | (12 | ) | (8 | ) | (12 | ) | (8 | ) | |||||
| Dividends paid | **** | (130 | ) | (127 | ) | (263 | ) | (257 | ) | |||||
| Cash used for financing activities | **** | (381 | ) | (217 | ) | (1,235 | ) | (564 | ) | |||||
| Effect of exchange<br> rate changes on cash, cash equivalents and restricted cash equivalents | **** | (1 | ) | 39 | (4 | ) | 26 | |||||||
| Net (decrease) increase in cash, cash equivalents during the period | **** | (332 | ) | (38 | ) | (1,284 | ) | 52 | ||||||
| Cash, cash equivalents and restricted<br> cash equivalents, beginning of period | **** | 1,996 | 3,464 | 2,948 | 3,374 | |||||||||
| Cash, cash equivalents, end of period | 4 | $ | 1,664 | $ | 3,426 | $ | 1,664 | $ | 3,426 |
See accompanying notes
| Magna International Inc. Second Quarter Report 2022 | 33 |
| --- | --- |
MAGNA INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OFCHANGES IN EQUITY
[Unaudited]
[U.S. dollars in millions]
| Six months ended June 30, 2022 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common<br> Shares | Non- | ||||||||||||||||||||||
| Stated | Contributed | Retained | controlling | Total | |||||||||||||||||||
| Note | Number | Value | Surplus | Earnings | AOCL ^(i)^ | Interest | Equity | ||||||||||||||||
| [in millions] | |||||||||||||||||||||||
| Balance, December<br> 31, 2021 | 297.9 | $ | 3,403 | $ | 102 | $ | 9,231 | $ | (900 | ) | $ | 389 | $ | 12,225 | |||||||||
| Net income | 208 | 26 | 234 | ||||||||||||||||||||
| Other comprehensive<br> loss | (230 | ) | (24 | ) | (254 | ) | |||||||||||||||||
| Contribution by non-controlling interest | 5 | 5 | |||||||||||||||||||||
| Shares<br> issued on exercise of stock options | 0.1 | 5 | (1 | ) | 4 | ||||||||||||||||||
| Release of<br> stock and stock units | 0.5 | 20 | (20 | ) | |||||||||||||||||||
| Tax withholdings on vesting of equity<br> rewards | (0.2 | ) | (2 | ) | (13 | ) | (15 | ) | |||||||||||||||
| Repurchase<br> and cancellation under normal course<br> issuer bid | 11 | (9.3 | ) | (104 | ) | (497 | ) | 6 | (595 | ) | |||||||||||||
| Stock-based<br> compensation expense | 15 | 15 | |||||||||||||||||||||
| Dividends<br> paid to non-controlling interests | (12 | ) | (12 | ) | |||||||||||||||||||
| Dividends<br> paid | 4 | (267 | ) | (263 | ) | ||||||||||||||||||
| Balance,<br> June 30, 2022 | 289.0 | $ | 3,326 | $ | 96 | $ | 8,662 | $ | (1,124 | ) | $ | 384 | $ | 11,344 | |||||||||
| Three months ended June 30, 2022 | |||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Common<br> Shares | Non- | ||||||||||||||||||||||
| Stated | Contributed | Retained | controlling | Total | |||||||||||||||||||
| Note | Number | Value | Surplus | Earnings | AOCL ^(i)^ | Interest | Equity | ||||||||||||||||
| [in millions] | |||||||||||||||||||||||
| Balance, March<br> 31, 2022 | 292.3 | $ | 3,358 | $ | 95 | $ | 9,126 | $ | (942 | ) | $ | 402 | $ | 12,039 | |||||||||
| Net (loss)<br> income | (156 | ) | 11 | (145 | ) | ||||||||||||||||||
| Other comprehensive<br> loss | (185 | ) | (22 | ) | (207 | ) | |||||||||||||||||
| Contribution by non-controlling interest | 5 | 5 | |||||||||||||||||||||
| Release of<br> stock and stock units | 0.2 | 6 | (6 | ) | |||||||||||||||||||
| Tax<br> withholdings on vesting of equity rewards | (1 | ) | (1 | ) | |||||||||||||||||||
| Repurchase<br> and cancellation under normal course<br> issuer bid | 11 | (3.5 | ) | (40 | ) | (175 | ) | 3 | (212 | ) | |||||||||||||
| Stock-based<br> compensation expense | 7 | 7 | |||||||||||||||||||||
| Dividends<br> paid to non-controlling interests | (12 | ) | (12 | ) | |||||||||||||||||||
| Dividends<br> paid | 2 | (132 | ) | (130 | ) | ||||||||||||||||||
| Balance,<br> June 30, 2022 | 289.0 | $ | 3,326 | $ | 96 | $ | 8,662 | $ | (1,124 | ) | $ | 384 | $ | 11,344 | |||||||||
| (i) | AOCLis Accumulated Other Comprehensive Loss. | ||||||||||||||||||||||
| --- | --- |
See accompanying notes
| **34** | **Magna International Inc. Second Quarter Report 2022** |
| --- | --- |
MAGNA INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OFCHANGES IN EQUITY
[Unaudited]
[U.S. dollars in millions]
| Six months ended June 30, 2021 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common<br> Shares | Non- | ||||||||||||||||||||||
| Stated | Contributed | Retained | controlling | Total | |||||||||||||||||||
| Note | Number | Value | Surplus | Earnings | AOCL ^(i)^ | Interest | Equity | ||||||||||||||||
| [in millions] | |||||||||||||||||||||||
| Balance, December<br> 31, 2020 | 300.5 | $ | 3,271 | $ | 128 | $ | 8,704 | $ | (733 | ) | $ | 350 | $ | 11,720 | |||||||||
| Net income | 1,039 | 19 | 1,058 | ||||||||||||||||||||
| Other comprehensive<br> gain | 29 | 2 | 31 | ||||||||||||||||||||
| Business combinations | 19 | 19 | |||||||||||||||||||||
| Shares<br> issued on exercise of stock options | 2.8 | 160 | (27 | ) | 133 | ||||||||||||||||||
| Release of<br> stock and stock units | 0.3 | 14 | (14 | ) | |||||||||||||||||||
| Tax<br> withholdings on vesting of equity rewards | (2 | ) | (10 | ) | (12 | ) | |||||||||||||||||
| Repurchase<br> and cancellation under normal course issuer bid | 11 | (3.0 | ) | (32 | ) | (230 | ) | 1 | (261 | ) | |||||||||||||
| Stock-based<br> compensation expense | 17 | 17 | |||||||||||||||||||||
| Dividends<br> paid to non-controlling interests | (8 | ) | (8 | ) | |||||||||||||||||||
| Dividends<br> paid | 0.1 | 5 | (262 | ) | (257 | ) | |||||||||||||||||
| Balance,<br> June 30, 2021 | 300.7 | $ | 3,416 | $ | 104 | $ | 9,241 | $ | (703 | ) | $ | 382 | $ | 12,440 | |||||||||
| Three months ended June 30, 2021 | |||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Common<br> Shares | Non- | ||||||||||||||||||||||
| Stated | Contributed | Retained | controlling | Total | |||||||||||||||||||
| Note | Number | Value | Surplus | Earnings | AOCL ^(i)^ | Interest | Equity | ||||||||||||||||
| [in millions] | |||||||||||||||||||||||
| Balance, March<br> 31, 2021 | 300.6 | $ | 3,366 | $ | 107 | $ | 9,034 | $ | (829 | ) | $ | 374 | $ | 12,052 | |||||||||
| Net income | 424 | 12 | 436 | ||||||||||||||||||||
| Other comprehensive<br> gain | 126 | 5 | 131 | ||||||||||||||||||||
| Business combinations | (1 | ) | (1 | ) | |||||||||||||||||||
| Shares<br> issued on exercise of stock options | 1.1 | 59 | (9 | ) | 50 | ||||||||||||||||||
| Repurchase<br> and cancellation under normal course issuer bid | 11 | (1.0 | ) | (12 | ) | (87 | ) | (99 | ) | ||||||||||||||
| Stock-based<br> compensation expense | 6 | 6 | |||||||||||||||||||||
| Dividends<br> paid to non-controlling interests | (8 | ) | (8 | ) | |||||||||||||||||||
| Dividends<br> paid | 3 | (130 | ) | (127 | ) | ||||||||||||||||||
| Balance,<br> June 30, 2021 | 300.7 | $ | 3,416 | $ | 104 | $ | 9,241 | $ | (703 | ) | $ | 382 | $ | 12,440 | |||||||||
| (i) | AOCLis Accumulated Other Comprehensive Loss. | ||||||||||||||||||||||
| --- | --- |
See accompanying notes
| Magna International Inc. Second Quarter Report 2022 | 35 |
| --- | --- |
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS
[Unaudited]
[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]
| 1. | SIGNIFICANT ACCOUNTING POLICIES |
|---|---|
| [a] | Basis of presentation |
| --- | --- |
The unaudited interim consolidated financial statements of Magna International Inc. and its subsidiaries [collectively “Magna” or the “Company”] have been prepared in U.S. dollars following accounting principles generally accepted in the United States of America [“GAAP”]. 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, 2021 audited consolidated financial statements and notes thereto included in the Company’s 2021 Annual Report.
The unaudited interim consolidated financial statements reflect all adjustments, which consist only of normal and recurring adjustments, necessary to present fairly the financial position as at June 30, 2022 and the results of operations, changes in equity, and cash flows for the three and six-month periods ended June 30, 2022 and 2021.
| [b] | Use of Estimates |
|---|
The preparation of the unaudited interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the interim consolidated financial statements and accompanying notes. Due to the inherent uncertainty involved in making estimates, actual results could ultimately differ from those estimates.
| 36 | Magna International Inc. Second Quarter Report 2022 |
|---|
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS
[Unaudited]
[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]
| 2. | OTHER EXPENSE (INCOME), NET | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended June 30, | Six months ended <br><br>June 30, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | 2022 | 2021 | ||||||||
| Restructuring and impairments | [a] | $ | 376 | $ | 44 | $ | 376 | $ | 59 | ||
| Losses (gains) on investments | [b] | 50 | (38 | ) | 111 | (71 | ) | ||||
| Gain on business combinations | [c] | — | — | — | (40 | ) | |||||
| $ | 426 | $ | 6 | $ | 487 | $ | (52 | ) | |||
| [a] | Restructuring and impairments | ||||||||||
| --- | --- |
The Company’s operations in Russia remain substantially idled and production is not expected to resume before 2024. In accordance with U.S. GAAP, as a result of the expected lack of future cashflows and the continuing uncertainties connected with the Russian economy, the Company recorded a $376 million [$361 million after tax] impairment charge related to its investment in Russia. This included net asset impairments of $173 million and a $203 million reserve against the related foreign currency translation losses that are included in accumulated other comprehensive loss. The net asset impairments consisted of $163 million and $10 million in our Body Exteriors & Structures segment and our Seating segment, respectively.
For the three and six months ended June 30, 2021, the Company recorded restructuring charges of $44 million [$31 million after tax] and $59 million [$46 million after tax], respectively for its Power & Vision operations.
| [b] | Losses (gains) on investments | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three<br> months ended <br> June 30, | Six<br> months ended <br> June 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Gain on sale of<br> public equity investments | $ | (3 | ) | $ | — | $ | (1 | ) | $ | — | ||
| Revaluation of public company<br> warrants | 51 | (29 | ) | 89 | (44 | ) | ||||||
| Revaluation of public and private<br> equity investments | 2 | (9 | ) | 23 | (27 | ) | ||||||
| Other expense (income), net | 50 | (38 | ) | 111 | (71 | ) | ||||||
| Tax effect | (12 | ) | 9 | (25 | ) | 18 | ||||||
| Net loss<br> (gain) attributable to Magna | $ | 38 | $ | (29 | ) | $ | 86 | $ | (53 | ) | ||
| [c] | Gain on business combinations | |||||||||||
| --- | --- |
During the first quarter of 2021, the Company acquired a 65% equity interest and a controlling financial interest in Chongqing Hongli Zhixin Scientific Technology Development Group LLC. The acquisition included an additional 15% equity interest in two entities for which the Company previously used equity accounting. On the change in basis of accounting, the Company recognized a $22 million gain [$22 million after tax].
The Company also recorded a gain of $18 million [$18 million after tax] in connection with the distribution of substantially all of the assets of the Company’s European joint venture, Getrag Ford Transmission GmbH.
| Magna International Inc. Second Quarter Report 2022 | 37 |
|---|
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS
[Unaudited]
[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]
| 3. | (LOSS) EARNINGS PER SHARE | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Three months ended <br> June 30, | Six months ended <br> June 30, | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | 2022 | 2021 | ||||||
| Basic (loss) earnings per Common Share: | |||||||||
| Net (loss) income attributable to Magna International Inc. | $ | (156 | ) | $ | 424 | $ | 208 | $ | 1,039 |
| Weighted average number of Common Shares outstanding | 291.1 | 301.1 | 293.8 | 301.0 | |||||
| Basic (loss) earnings per Common Share | $ | (0.54 | ) | $ | 1.41 | $ | 0.71 | $ | 3.45 |
| Diluted (loss) earnings per Common Share [a]: | |||||||||
| Net (loss) income attributable to Magna International Inc. | $ | (156 | ) | $ | 424 | $ | 208 | $ | 1,039 |
| Weighted average number of Common Shares outstanding | 291.1 | 303.6 | 295.0 | 303.6 | |||||
| Diluted (loss) earnings per Common Share | $ | (0.54 | ) | $ | 1.40 | $ | 0.70 | $ | 3.42 |
| [a] | For<br> the three months ended June 30, 2022, diluted earnings per Common Share excluded 6.0<br> million Common Shares issuable under the Company’s Incentive Stock Option Plan because the<br> effect of including them would have been anti-dilutive. The dilutive effect of participating<br> securities using the two-class method was excluded from the calculation of earnings per share<br> because the effect would be immaterial. | ||||||||
| --- | --- |
For the six months ended June 30, 2022, diluted earnings per Common Share excluded 1.2 million Common Shares issuable under the Company’s Incentive Stock Option Plan because these options were not “in-the-money”. The dilutive effect of participating securities using the two-class method was excluded from the calculation of earnings per share because the effect would be immaterial.
For the six months ended June 30, 2021, diluted earnings per Common Share excluded 0.1 million Common Shares issuable under the Company’s Incentive Stock Option Plan because these options were not “in-the-money”.
| 38 | Magna International Inc. Second Quarter Report 2022 |
|---|
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS
[Unaudited]
[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]
| 4. | DETAILS OF CASH FROM OPERATINGACTIVITIES | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| [a] | Cash<br> and cash equivalents: | |||||||||||
| --- | --- | |||||||||||
| June 30, | December 31, | |||||||||||
| --- | --- | --- | --- | --- | ||||||||
| 2022 | 2021 | |||||||||||
| Bank term deposits and bankers’ acceptances | $ | 725 | $ | 1,984 | ||||||||
| Cash | 939 | 964 | ||||||||||
| $ | 1,664 | $ | 2,948 | |||||||||
| [b] | Items<br> not involving current cash flows: | |||||||||||
| --- | --- | |||||||||||
| Three months ended <br><br>June 30, | Six months ended <br><br>June 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Depreciation and amortization | $ | 360 | $ | 374 | $ | 729 | $ | 738 | ||||
| Amortization of other assets included in cost of goods sold | 31 | 67 | 78 | 135 | ||||||||
| Deferred revenue amortization | (50 | ) | (58 | ) | (109 | ) | (120 | ) | ||||
| Other non-cash (recoveries) charges | 7 | (15 | ) | 14 | 21 | |||||||
| Impairment Charges | 361 | — | 361 | — | ||||||||
| Future tax (recovery) expenses | (29 | ) | 12 | (119 | ) | 26 | ||||||
| Dividends received in excess of equity income | (25 | ) | — | 10 | 2 | |||||||
| Non-cash<br> portion of Other expense (income), net [note 2] | 50 | (39 | ) | 111 | (112 | ) | ||||||
| $ | 705 | $ | 341 | $ | 1,075 | $ | 690 | |||||
| [c] | Changes<br> in operating assets and liabilities: | |||||||||||
| --- | --- | |||||||||||
| Three months ended <br><br>June 30, | Six months ended <br><br>June 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Accounts receivable | $ | 24 | $ | 705 | $ | (738 | ) | $ | 57 | |||
| Inventories | 31 | (348 | ) | (319 | ) | (561 | ) | |||||
| Prepaid expenses and other | 18 | 16 | 13 | (7 | ) | |||||||
| Accounts payable | (188 | ) | (547 | ) | 253 | (200 | ) | |||||
| Accrued salaries and wages | (83 | ) | 10 | (45 | ) | 87 | ||||||
| Other accrued liabilities | 100 | (66 | ) | 185 | 24 | |||||||
| Income taxes payable | (41 | ) | (19 | ) | (57 | ) | 41 | |||||
| $ | (139 | ) | $ | (249 | ) | $ | (708 | ) | $ | (559 | ) | |
| Magna International Inc. Second Quarter Report 2022 | 39 | |||||||||||
| --- | --- |
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS
[Unaudited]
[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]
| 5. | INVENTORIES |
|---|
Inventories consist of:
| June 30, | December 31, | |||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Raw materials and<br> supplies | $ | 1,613 | $ | 1,598 |
| Work-in-process | 431 | 400 | ||
| Finished goods | 547 | 506 | ||
| Tooling<br> and engineering | 1,473 | 1,465 | ||
| $ | 4,064 | $ | 3,969 |
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. | INVESTMENTS | |||
|---|---|---|---|---|
| June 30, | December 31, | |||
| --- | --- | --- | --- | --- |
| 2022 | 2021 | |||
| Equity method investments | $ | 957 | $ | 1,031 |
| Public and private equity investments | 307 | 358 | ||
| Warrants | 111 | 204 | ||
| $ | 1,375 | $ | 1,593 |
Cumulative unrealized gains and losses on equity securities held as at June 30, 2022 were $78 million and $126 million [$84 million and $21 million as at December 31, 2021], respectively.
| 7. | OTHER ASSETS |
|---|
Other assets consist of:
| June 30, | December 31, | |||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Preproduction<br> costs related to long-term supply agreements | $ | 602 | $ | 668 |
| Long-term<br> receivables | 203 | 184 | ||
| Pension overfunded<br> status | 41 | 41 | ||
| Unrealized<br> gain on cash flow hedges | 17 | 11 | ||
| Other,<br> net | 48 | 58 | ||
| $ | 911 | $ | 962 |
| 8. | WARRANTY |
|---|
The following is a continuity of the Company's warranty accruals, included in Other accrued liabilities:
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| Balance, beginning<br> of period | $ | 247 | $ | 284 | ||
| Expense,<br> net | 17 | 27 | ||||
| Settlements | (4 | ) | (28 | ) | ||
| Foreign<br> exchange and other | (5 | ) | (4 | ) | ||
| Balance, March 31 | 255 | 279 | ||||
| Expense,<br> net | 7 | 26 | ||||
| Settlements | (14 | ) | (12 | ) | ||
| Foreign<br> exchange and other | (9 | ) | 2 | |||
| Balance,<br> June 30 | $ | 239 | $ | 295 |
| **40** | **Magna International Inc. Second Quarter Report 2022** |
| --- | --- |
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS
[Unaudited]
[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]
| 9. | DEBT |
|---|
On May 18, 2022, the Company amended its 364-day syndicated revolving credit facility, including an increase to the size of the facility from $750 million to $800 million and an extension of the maturity date to June 24, 2023. The facility can be drawn in U.S. dollars or Canadian dollars. As at June 30, 2022, the Company had not borrowed any funds under this credit facility.
The Company also amended its global revolving credit facility on May 18, 2022, including a decrease to the size of the facility from $2.75 billion to $2.7 billion and an extension of the maturity date to June 24, 2027. As at June 30, 2022, $1 million was outstanding under this facility.
| 10. | INCOME TAX |
|---|
For the three and six months ended June 30, 2022, the Company’s effective income tax rate does not reflect the customary rate primarily due to the impairment charges described in note 2 (that affects the rate by -89% and 14% respectively). The three-month rate is also adversely affected by losses not benefited in Europe and the six-month rate is also favourably affected by a partial release of valuation allowances against deferred tax assets resulting from a tax reorganization.
| 11. | CAPITAL STOCK |
|---|---|
| [a] | During<br> the three and six month period ended June 30, 2022, the Company repurchased 3.5 million<br> and 9.4 million shares under a normal course issuer bid for cash consideration of $212 million<br> and $595 million, respectively. |
| --- | --- |
| [b] | The following<br> table presents the maximum number of shares that would be outstanding if all the dilutive<br> instruments outstanding at July 28, 2022 were exercised or converted: |
| --- | --- |
| Common Shares | 288,962,417 |
| --- | --- |
| Stock<br> options ^(i)^ | 6,038,388 |
| 295,000,805 | |
| (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. |
| --- | --- |
| **Magna International Inc. Second Quarter Report 2022** | **41** |
| --- | --- |
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS
[Unaudited]
[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]
| 12. | ACCUMULATED OTHER COMPREHENSIVE LOSS |
|---|
The following is a continuity schedule of accumulated other comprehensive loss:
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| Accumulated net unrealized loss<br> on translation of net investment in foreign operations | ||||||
| Balance, beginning<br> of period | $ | (735 | ) | $ | (551 | ) |
| Net unrealized<br> loss | (96 | ) | (105 | ) | ||
| Repurchase<br> of shares under normal course issuer bid | 3 | 1 | ||||
| Balance, March 31 | (828 | ) | (655 | ) | ||
| Repurchase<br> of shares under normal course issuer bid | 3 | — | ||||
| Reserve<br> for cumulative translation losses | 203 | — | ||||
| Net unrealized (loss) gain | (326 | ) | 100 | |||
| Balance,<br> June 30 | (948 | ) | (555 | ) | ||
| Accumulated<br> net unrealized gain on cash flow hedges ^(i)^ | ||||||
| Balance, beginning of period | 24 | 42 | ||||
| Net unrealized<br> gain | 55 | 13 | ||||
| Reclassification<br> of net gain to net income | (6 | ) | (8 | ) | ||
| Balance, March 31 | 73 | 47 | ||||
| Net unrealized<br> (loss) gain | (50 | ) | 34 | |||
| Reclassification<br> of net gain to net income | (13 | ) | (10 | ) | ||
| Balance,<br> June 30 | 10 | 71 | ||||
| Accumulated net unrealized loss<br> on pensions | ||||||
| Balance, beginning of period | (189 | ) | (224 | ) | ||
| Revaluation | 1 | — | ||||
| Reclassification<br> of net loss to net income | 1 | 3 | ||||
| Balance, March 31 | (187 | ) | (221 | ) | ||
| Revaluation | — | 1 | ||||
| Reclassification<br> of net loss to net income | 1 | 1 | ||||
| Balance,<br> June 30 | (186 | ) | (219 | ) | ||
| Total accumulated<br> other comprehensive loss | $ | (1,124 | ) | $ | (703 | ) |
| (i) | The amount of income tax expense that has been netted in the accumulated net unrealized gain on cash flow hedges is as follows: | |||||
| --- | --- | |||||
| 2022 | 2021 | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Balance, beginning of period | $ | (8 | ) | $ | (15 | ) |
| Net unrealized gain | (18 | ) | (4 | ) | ||
| Reclassification<br> of net gain to net income | 2 | 3 | ||||
| Balance, March 31 | (24 | ) | (16 | ) | ||
| Net unrealized loss (gain) | 17 | (12 | ) | |||
| Reclassifications<br> of net gain to net income | 4 | 4 | ||||
| Balance, June 30 | $ | (3 | ) | $ | (24 | ) |
The amount of other comprehensive loss that is expected to be reclassified to net income over the next 12 months is $22 million.
| **42** | **Magna International Inc. Second Quarter Report 2022** |
| --- | --- |
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS
[Unaudited]
[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]
| 13. | FINANCIAL INSTRUMENTS |
|---|---|
| [a] | Financial assets and liabilities |
| --- | --- |
The Company's financial assets and financial liabilities consist of the following:
| June 30, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Financial<br> assets | ||||||
| Cash<br> and cash equivalents | $ | 1,664 | $ | 2,948 | ||
| Accounts<br> receivable | 6,764 | 6,307 | ||||
| Warrants<br> and public and private equity investments | 418 | 562 | ||||
| Long-term<br> receivables included in other assets | 203 | 184 | ||||
| $ | 9,049 | $ | 10,001 | |||
| Financial<br> liabilities | ||||||
| Long-term<br> debt (including portion due within one year) | $ | 3,513 | $ | 3,993 | ||
| Accounts<br> payable | 6,443 | 6,465 | ||||
| $ | 9,956 | $ | 10,458 | |||
| Derivatives<br> designated as effective hedges, measured at fair value | ||||||
| Foreign<br> currency contracts | ||||||
| Prepaid<br> expenses | $ | 47 | $ | 34 | ||
| Other assets | 17 | 11 | ||||
| Other accrued<br> liabilities | (29 | ) | (12 | ) | ||
| Other<br> long-term liabilities | (25 | ) | (8 | ) | ||
| $ | 10 | $ | 25 | |||
| [b] | Derivatives designated as effective hedges, measured at fair value | |||||
| --- | --- |
The Company presents derivatives that are designated as effective hedges at gross fair values in the consolidated balance sheets. However, master netting and other similar arrangements allow net settlements under certain conditions. The following table shows the Company's derivative foreign currency contracts at gross fair value as reflected in the consolidated balance sheets and the unrecognized impacts of master netting arrangements:
| Gross | Gross | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| amounts | amounts | ||||||||
| presented | not offset | ||||||||
| in consolidated | in consolidated | ||||||||
| balance<br> sheets | balance<br> sheets | Net<br> amounts | |||||||
| June 30, 2022 | |||||||||
| Assets | $ | 64 | $ | 38 | $ | 26 | |||
| Liabilities | $ | (54 | ) | $ | (38 | ) | $ | (16 | ) |
| December 31, 2021 | |||||||||
| Assets | $ | 45 | $ | 14 | $ | 31 | |||
| Liabilities | $ | (20 | ) | $ | (14 | ) | $ | (6 | ) |
| **Magna International Inc. Second Quarter Report 2022** | **43** |
| --- | --- |
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS
[Unaudited]
[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]
| 13. | Financial instruments (CONTINUED) |
|---|---|
| [c] | Fair value |
| --- | --- |
The Company determined the estimated fair values of its financial instruments based on valuation methodologies it believes are appropriate; however, considerable judgment is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair value amounts can be materially affected by the use of different assumptions or methodologies. The methods and assumptions used to estimate the fair value of financial instruments are described below:
Cashand cash equivalents, accounts receivable and accounts payable.
Due to the short period to maturity of the instruments, the carrying values as presented in the consolidated balance sheets are reasonable estimates of fair values.
Publiclytraded and private equity securities
The fair value of the Company’s investments in publicly traded equity securities is determined using the closing price on the measurement date, as reported on the stock exchange on which the securities are traded. [Level 1 input based on the GAAP fair value hierarchy.]
The Company estimates the value of its private equity securities based on valuation methods using the observable transaction price at the transaction date and other observable inputs including rights and obligations of the securities held by the Company. [Level 3 input based on the GAAP fair value hierarchy.]
Warrants
The Company estimates the value of its warrants based on the quoted prices in the active market for Fisker's common shares. [Level 2 inputs based on the GAAP fair value hierarchy.]
Termdebt
The Company's term debt includes $105 million due within one year. Due to the short period to maturity of this debt, the carrying value as presented in the consolidated balance sheets is a reasonable estimate of its fair value.
SeniorNotes
The fair value of our Senior Notes are classified as Level 1 when we use quoted prices in active markets and Level 2 when the quoted prices are from less active markets or when other observable inputs are used to determine fair value. At June 30, 2022, the net book value of the Company's Senior Notes was $3.3 billion and the estimated fair value was $3.2 billion.
| 44 | Magna International Inc. Second Quarter Report 2022 |
|---|
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS
[Unaudited]
[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]
| 13. | Financial instruments (CONTINUED) |
|---|---|
| [d] | Credit risk |
| --- | --- |
The Company's financial assets that are exposed to credit risk consist primarily of cash and cash equivalents, accounts receivable, and foreign exchange forward contracts with positive fair values.
Cash and cash equivalents which consists of short-term investments, are only invested in bank term deposits and bank commercial paper with primarily an investment grade credit rating. Credit risk is further reduced by limiting the amount which is invested in 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 the three and six month periods ended June 30, 2022, sales to the Company's six largest customers represented 80% and 79% of the Company's sales, respectively, and substantially all of the Company's sales are to customers with which it has ongoing contractual relationships. In determining the allowance for expected credit losses, the Company considers changes in customer's credit ratings, liquidity, customer's historical payments and loss experience, current economic conditions, and the Company's expectations of future economic conditions.
| [e] | 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 cash and cash equivalents is impacted more by investment decisions made and the demands to have available cash on hand, than by movements in interest rates over a given period.
In addition, the Company is not exposed to interest rate risk on its term debt and Senior Notes as the interest rates on these instruments are fixed.
| [f] | Currency risk and foreign exchange contracts |
|---|
The Company is exposed to fluctuations in foreign exchange rates when manufacturing facilities have committed to the delivery of products, and/or the purchase of materials and equipment in currencies other than the facilities' functional currency. In an effort to manage this net foreign exchange exposure, the Company employs hedging programs, primarily through the use of foreign exchange forward contracts.
At June 30, 2022, the Company had outstanding foreign exchange forward contracts representing commitments to buy and sell various foreign currencies. Significant commitments are as follows:
| For Canadian dollars | For U.S. dollars | For Euros | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Weighted | Weighted | Weighted | Czech | Weighted | |||||||||||||||
| U.S. dollar | average | Peso | average | U.S. dollar | average | Koruna | average | ||||||||||||
| amount | rate | amount | rate | amount | rate | Amount | rate | ||||||||||||
| Buy | 167 | 0.78418 | 13,128 | 0.04421 | 164 | 0.86470 | 6,937 | 0.03744 | |||||||||||
| (Sell) | (1,887 | ) | 1.28058 | (18 | ) | 0.00136 | (230 | ) | 1.15584 | — | — |
Forward contracts mature at various dates through 2025. Foreign currency exposures are reviewed quarterly.
| [g] | Equity price risk |
|---|
Publicequity securities and warrants
The Company's public equity securities and warrants are subject to market price risk due to the risk of loss in value that would result from a decline in the market price of the common shares or underlying common shares.
| **Magna International Inc. Second Quarter Report 2022** | **45** |
| --- | --- |
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS
[Unaudited]
[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]
| 14. | CONTINGENCIES |
|---|
From time to time, the Company may become involved in regulatory proceedings, or become liable for legal, contractual and other claims by various parties, including customers, suppliers, former employees, class action plaintiffs and others. On an ongoing basis, the Company attempts to assess the likelihood of any adverse judgments or outcomes to these proceedings or claims, together with potential ranges of probable costs and losses. A determination of the provision required, if any, for these contingencies is made after analysis of each individual issue. The required provision may change in the future due to new developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters.
| [a] | On June 23,<br> 2022, the Conselho Administrativo de Defesa Economica [CADE], Brazil's Federal competition<br> authority, formalized a settlement with the Company relating to an administrative proceeding<br> commenced in 2019 into alleged anticompetitive behaviour regarding the supply of automotive<br> door latches and related products. |
|---|
The Company's policy is to comply with all applicable laws, including antitrust and competition laws. Based on a previously completed global review of legacy antitrust risks which led to a September 2020 settlement with the European Commission where Magna received full immunity regarding two separate bilateral cartels involving the supply of closure systems, Magna does not currently anticipate any material liabilities. However, we could be subject to restitution settlements, civil proceedings, reputational damage and other consequences, including as a result of the matters specifically referred to above.
| **46** | **Magna International Inc. Second Quarter Report 2022** |
| --- | --- |
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS
[Unaudited]
[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]
| 15. | SEGMENTED INFORMATION |
|---|
Magna is a global automotive supplier which has complete vehicle engineering and contract manufacturing expertise, as well as product capabilities which include body, chassis, exterior, seating, powertrain, active driver assistance, electronics, mirrors & lighting, mechatronics, and roof systems. Magna also has electronic and software capabilities across many of these areas.
The Company is organized under four operating segments: Body Exteriors & Structures, Power & Vision, Seating Systems, and Complete Vehicles. These segments have been determined on the basis of technological opportunities, product similarities, and market and operating factors, and are also the Company's reportable segments.
The Company's chief operating decision maker uses Adjusted Earnings before Interest and Income Taxes ["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 is calculated by taking Net (loss) income and adding back Income taxes, Interest expense, net, and Other expense (income), net.
| **Magna International Inc. Second Quarter Report 2022** | **47** |
| --- | --- |
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS
[Unaudited]
[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]
| 15. | Segmented Information (CONTINUED) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| [a] | The<br> following tables show segment information for the Company's reporting segments and a reconciliation<br> of Adjusted EBIT to the Company's consolidated net (loss) income: | |||||||||||||
| --- | --- | |||||||||||||
| Three months ended June 30, 2022 | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Depreciation | Equity | Fixed | ||||||||||||
| Total | External | Adjusted | and | loss | asset | |||||||||
| sales | sales | EBIT<br> [ii] | amortization | (income) | additions | |||||||||
| Body Exteriors &<br> Structures | $ | 3,947 | $ | 3,886 | $ | 191 | $ | 181 | $ | 4 | $ | 185 | ||
| Power & Vision | 2,888 | 2,834 | 91 | 126 | (25 | ) | 111 | |||||||
| Seating Systems | 1,253 | 1,246 | 2 | 22 | (2 | ) | 17 | |||||||
| Complete Vehicles | 1,403 | 1,393 | 63 | 27 | (1 | ) | 14 | |||||||
| Corporate & Other [i] | (129 | ) | 3 | 11 | 4 | (1 | ) | 2 | ||||||
| Total Reportable Segments | $ | 9,362 | $ | 9,362 | $ | 358 | $ | 360 | $ | (25 | ) | $ | 329 | |
| Three<br> months ended June 30, 2021 | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Depreciation | Equity | Fixed | ||||||||||||
| Total | External | Adjusted | and | loss | asset | |||||||||
| sales | sales | EBIT<br> [ii] | amortization | (income) | additions | |||||||||
| Body Exteriors &<br> Structures | $ | 3,647 | $ | 3,576 | $ | 227 | $ | 184 | $ | 3 | $ | 138 | ||
| Power & Vision | 2,881 | 2,825 | 203 | 135 | (41 | ) | 107 | |||||||
| Seating Systems | 1,166 | 1,152 | 26 | 24 | (2 | ) | 12 | |||||||
| Complete Vehicles | 1,490 | 1,477 | 79 | 27 | (1 | ) | 18 | |||||||
| Corporate & Other [i] | (150 | ) | 4 | 22 | 4 | (3 | ) | 2 | ||||||
| Total Reportable Segments | $ | 9,034 | $ | 9,034 | $ | 557 | $ | 374 | $ | (44 | ) | $ | 277 | |
| Six<br> months ended June 30, 2022 | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Depreciation | Equity | Fixed | ||||||||||||
| Total | External | Adjusted | and | loss | asset | |||||||||
| sales | sales | EBIT<br> [ii] | amortization | (income) | additions | |||||||||
| Body Exteriors &<br> Structures | $ | 8,024 | $ | 7,900 | $ | 420 | $ | 364 | $ | 5 | $ | 303 | ||
| Power & Vision | 5,934 | 5,823 | 245 | 258 | (41 | ) | 201 | |||||||
| Seating Systems | 2,629 | 2,616 | 51 | 44 | (4 | ) | 35 | |||||||
| Complete Vehicles | 2,678 | 2,659 | 113 | 54 | (2 | ) | 25 | |||||||
| Corporate & Other [i] | (261 | ) | 6 | 36 | 9 | (3 | ) | 3 | ||||||
| Total Reportable Segments | $ | 19,004 | $ | 19,004 | $ | 865 | $ | 729 | $ | (45 | ) | $ | 567 | |
| Six months<br> ended June 30, 2021 | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Depreciation | Equity | Fixed | ||||||||||||
| Total | External | Adjusted | and | loss | asset | |||||||||
| sales | sales | EBIT<br> [ii] | amortization | (income) | additions | |||||||||
| Body Exteriors &<br> Structures | $ | 7,672 | $ | 7,527 | $ | 554 | $ | 365 | $ | 5 | $ | 232 | ||
| Power & Vision | 6,037 | 5,922 | 500 | 268 | (85 | ) | 205 | |||||||
| Seating Systems | 2,469 | 2,444 | 81 | 46 | (4 | ) | 22 | |||||||
| Complete Vehicles | 3,340 | 3,314 | 159 | 50 | (2 | ) | 26 | |||||||
| Corporate & Other [i] | (305 | ) | 6 | 33 | 9 | (5 | ) | 4 | ||||||
| Total Reportable Segments | $ | 19,213 | $ | 19,213 | $ | 1,327 | $ | 738 | $ | (91 | ) | $ | 489 | |
| [i] | Included<br> in Corporate and Other Adjusted EBIT are intercompany fees charged to the automotive segments. | |||||||||||||
| --- | --- |
| **48** | **Magna International Inc. Second Quarter Report 2022** |
| --- | --- |
MAGNA INTERNATIONAL INC.
NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS
[Unaudited]
[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]
| 15. | Segmented Information (CONTINUED) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| [ii] | The following<br> table reconciles Net (loss) income to Adjusted EBIT: | |||||||||
| --- | --- | |||||||||
| Three months ended | Six months ended | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, | June 30, | |||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||
| Net<br> (loss) income | $ | (145 | ) | $ | 436 | $ | 234 | $ | 1,058 | |
| Add: | ||||||||||
| Interest<br> expense, net | 20 | 11 | 46 | 34 | ||||||
| Other<br> expense (income), net | 426 | 6 | 487 | (52 | ) | |||||
| Income<br> taxes | 57 | 104 | 98 | 287 | ||||||
| Adjusted<br> EBIT | $ | 358 | $ | 557 | $ | 865 | $ | 1,327 | ||
| [b] | The<br> following table shows Goodwill for the Company's reporting segments: | |||||||||
| --- | --- | |||||||||
| June 30, | December 31, | |||||||||
| --- | --- | --- | --- | --- | ||||||
| 2022 | 2021 | |||||||||
| Body<br> Exteriors & Structures | $ | 450 | $ | 471 | ||||||
| Power<br> & Vision | 1,184 | 1,269 | ||||||||
| Seating<br> Systems | 262 | 270 | ||||||||
| Complete<br> Vehicles | 102 | 112 | ||||||||
| Total<br> Reportable Segments | $ | 1,998 | $ | 2,122 | ||||||
| [c] | The<br> following table shows Net Assets for the Company's reporting segments: | |||||||||
| --- | --- | |||||||||
| June 30, | December 31, | |||||||||
| --- | --- | --- | --- | --- | ||||||
| 2022 | 2021 | |||||||||
| Body<br> Exteriors & Structures | $ | 7,136 | $ | 7,349 | ||||||
| Power<br> & Vision | 6,021 | 6,066 | ||||||||
| Seating<br> Systems | 1,291 | 1,379 | ||||||||
| Complete<br> Vehicles | 641 | 623 | ||||||||
| Corporate<br> & Other | 719 | 813 | ||||||||
| Total<br> Reportable Segments | $ | 15,808 | $ | 16,230 | ||||||
| The<br> following table reconciles Total Assets to Net Assets: | ||||||||||
| --- | ||||||||||
| June 30, | December 31, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||
| 2022 | 2021 | |||||||||
| Total<br> Assets | $ | 27,283 | $ | 29,086 | ||||||
| Deduct<br> assets not included in segment net assets: | ||||||||||
| Cash<br> and cash equivalents | (1,664 | ) | (2,948 | ) | ||||||
| Deferred<br> tax assets | (491 | ) | (421 | ) | ||||||
| Long-term<br> receivables from joint venture partners | (15 | ) | (15 | ) | ||||||
| Deduct<br> liabilities included in segment net assets: | ||||||||||
| Accounts<br> payable | (6,443 | ) | (6,465 | ) | ||||||
| Accrued<br> salaries and wages | (766 | ) | (851 | ) | ||||||
| Other<br> accrued liabilities | (2,096 | ) | (2,156 | ) | ||||||
| Segment<br> Net Assets | $ | 15,808 | $ | 16,230 |
| **Magna International Inc. Second Quarter Report 2022** | **49** |
| --- | --- |
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, 8^th^ Floor
Toronto, Ontario, Canada M5J 2Y1
Telephone: 1 (800) 564-6253
United States – Common Shares
Computershare Trust Company N.A.
462 S. 4^th^ Street
Louisville, Kentucky, USA 40202
Telephone: 1 (800) 962-4284
From all other countries
Telephone: 1 (514) 982-7555
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.
Annual Report
Copies of the 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.
Exhibit 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Seetarama (Swamy) Kotagiri, Chief Executive Officer of Magna International Inc., certify the following:
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Magna International Inc. (the “issuer”) for the interim period ended June 30, 2022.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosurein Issuer’s Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 N/A
5.3 N/A
- Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2022 and ended on June 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: July 29, 2022.
| /s/ “Swamy Kotagiri” |
|---|
Seetarama (Swamy) Kotagiri
Chief Executive Officer
Exhibit 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Patrick W.D. McCann, Executive Vice-President and Chief Financial Officer of Magna International Inc., certify the following:
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Magna International Inc. (the “issuer”) for the interim period ended June 30, 2022.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosurein Issuer’s Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 N/A
5.3 N/A
- Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2022 and ended on June 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: July 29, 2022.
| /s/ “Patrick McCann” |
|---|
Patrick W.D. McCann
Executive Vice-President and Chief Financial Officer