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Earnings Call: Q4 2021

Feb 15, 2022

Operator

Good morning. My name is Jerome, and I will be your conference facilitator. At this time, I would like to welcome everyone to the BorgWarner 2021 fourth quarter and full year results conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer period. If you would like to ask a question during this time, simply press star one on your telephone keypad. If you would like to withdraw your question, press the pound key. If you are using a speaker phone, please pick up the handset before asking your question. I would now like to turn the call over to Patrick Nolan, Vice President of Investor Relations. Mr. Nolan, you may begin your conference.

Patrick Nolan
VP of Investor Relations, BorgWarner

Thank you, Jerome. Good morning, everyone, and thank you for joining us today. We issued our earnings release earlier this morning. It's posted on our website, borgwarner.com, on both our homepage and our investor relations homepage. With regard to our investor relations calendar, we will be attending multiple conferences between now and our next earnings release. Please see the events section of our investor relations homepage for a full list. Before we begin, I need to inform you that during this call we may make forward-looking statements which involve risks and uncertainties as detailed in our 10-K. Our actual results may differ significantly from the matters discussed today. During today's presentation, we will highlight certain non-GAAP measures in order to provide a clearer picture of how the core business performed and for comparison purposes with prior periods.

When you hear us say on a comparable basis, that means excluding the impact of FX, net M&A, and other non-comparable items. When you hear us say adjusted, that means excluding non-comparable items. When you hear us say organic, that means excluding the impact of FX and net M&A. We will also refer to our market growth. When we say market, this means the change in light and commercial vehicle production weighted for our geographic exposure. Please note that we posted an earnings call presentation to the IR page of our website. We encourage you to follow along with these slides during our discussion. With that, I'm happy to turn the call over to Fred.

Frédéric Lissalde
President and CEO, BorgWarner

Thank you, Pat, and good day, everyone. We're very pleased to share our results for 2021 and provide an overall company update starting on slide five. I am very proud of our strong top-line performance relative to the industry declines. With approximately $14.8 billion in sales, we were up about 12% organically, and we outperformed in all major regions. I'm also pleased with our margin performance despite the significant production volatility we faced during 2021. This was achieved while continuing to significantly increase our R&D investment to support our e-product growth. These investments will continue and accelerate. We also delivered solid cash flow performance despite the impact of a one-time warranty payment for combustion-based products during the fourth quarter. We also have seen progress on all three pillars underlying our Charging Forward plan.

We secured multiple new EV program awards during the fourth quarter, which I will discuss in a moment, and we are already beating our booking target. We completed the acquisition of Akasol earlier this month, and today we announced the acquisition of Santroll's light vehicle e-motor business. We also completed the first step in the combustion disposition goals with the sale of the Water Valley, Mississippi facility to Atar Capital.

Now, let's discuss some of our recent new business awards starting on slide six. I'm happy to highlight two new product awards for the commercial vehicle market. First, I'm excited to announce our first win for our hydrogen injection system. This is a product that we've been discussing with our customers for quite some time. Hydrogen internal combustion is a quick-to-market powertrain solution that requires only slight adjustments to the traditional ICEs.

This is our first award, and the program is with a top global manufacturer of construction equipment that is expected to launch in 2024. BorgWarner will be providing the full system, including injectors, rails, ECUs, system integration, and calibration. Next, we announce that BorgWarner has secured its first high-voltage eFan system with a global commercial vehicle OEM. Fully electric-powered AV duty trucks will require dedicated high-voltage thermal management solutions like the e-fan systems for cooling components such as the e-motor, batteries, and electronics. BorgWarner has specifically optimized its fan design for performance and efficiency. The high-voltage eFan is driven by a robust e-motor, which is powered from the vehicle's electrical system via an inverter. This is another application of the three-in-one concept with mechanical, motor, and inverter.

The system will be utilized in a battery electric heavy-duty long-haul trucks expected to launch in 2024. Both the hydrogen injection system and the eFan are great examples of us continuing to organically develop new products to drive profitable growth in innovative powertrain systems. On slide seven, I'm happy to highlight two more wins in North America. First, BorgWarner has been awarded the generator inverter for an innovative electrified architecture. The North American program is anticipated to launch in 2024. Our product will be used in a range extension system to charge the main battery. This win highlights our technical capabilities in managing continuous high currents. Next, I would like to highlight a new battery system award for the North American electric commercial vehicle market that we expect to launch in 2023.

BorgWarner will supply Gillig, a leading manufacturer of heavy duty transit buses in North America, with a third generation of our ultra-high energy battery system. The battery system was developed for long distance application and can be scaled for the customer needs. It can offer close to 700 kWh of available energy. This is the largest capacity in a North American transit bus. The system will be produced in our Hazel Park manufacturing facility here in Michigan. On slide eight, we highlight two additional 800-volt awards in China. First, I'm glad to announce that we have secured an 800-volt silicon carbide inverter with a leading Chinese OEM for electric vehicle, anticipated to launch in 2023. The award includes inverters for front and rear drive modules. Our 800-volt silicon carbide technology offered enhanced power density, proven performance, and long-term reliability.

Our leadership in this area continues to be recognized by our customers globally. We're also partnering with a leading luxury new energy vehicle maker in China to supply an 800-volt IDM expected to launch in 2023. Designed, developed, and manufactured by BorgWarner, the 800-volt IDM includes our electric motor, inverter, and gearbox. It features our exclusive and compact Viper power module, which is the core of the silicon carbide inverter. This is BorgWarner's first 800-volt IDM project worldwide, opening a new chapter in the company's global electric drive business. We're pleased to continue our long-standing partnership with this leading domestic manufacturer of luxury electric vehicles. As you can clearly recognize, we're seeing a strong pull for our new e-products. We are increasing our e-R&D investment by $130 million-$160 million this year to support this growth.

Now on slide nine, I would like to expand on our announced acquisition of Santroll's light vehicle e-motor business. E-motor is a key element of BorgWarner's electric vehicle growth strategy. The acquisition of Santroll's business is expected to have multiple benefits for us. First, we expect this acquisition to improve both our e-motor product leadership and our manufacturing capabilities, adding state-of-the-art equipment design and proven automation expertise. This acquisition will also expand our e-motor portfolio breadth and scale. Post this transaction, BorgWarner expects to produce more than 3.5 million units in 2026 for a wide range of customers and regions. With Santroll, BorgWarner now has a full suite of e-motor product at scale, with application in small and larger passenger vehicles, as well as for commercial vehicles. We obviously see potential for significant revenue synergies over time globally.

The acquisition will be funded with existing cash balances and is expected to close late in the first quarter 2022. As you can see on slide 10, we've made significant progress towards our Charging Forward plan. Starting first with the organic electric vehicle revenue growth. With the awards secured as of this call, we now have electric vehicle programs that we expect will generate about $2.7 billion of booked revenue in 2025. This is an amazing achievement by the BorgWarner teams. Turning to M&A, which includes the completed acquisition of Akasol and the planned acquisition of Santroll's e-motor business, we've secured additional businesses that we expect to generate more than $600 million-$700 million of additional EV-related revenue for 2025.

We expect to take additional M&A steps and are actively engaged with a number of potential targets which will impact multiple parts of our EV portfolio. Related to disposition, we completed the sale of our Water Valley, Mississippi facility to Atar Capital during the fourth quarter. With just under $200 million of revenue in 2021, this transaction represent 20% of the dispositions that we plan to complete by late 2022. With less than a year since the announcement of Charging Forward, I am pleased that we've made significant progress across all pillars of this plan. The takeaway from today is this, BorgWarner successfully managed a volatile production environment during 2021. Our revenue growth outperformed the industry, and we delivered strong margins and free cash flow.

We're seeing strong demand for our product as evidenced by the numerous awards that we have secured throughout the course of the year. We're making the necessary organic and inorganic investment to support this significant growth in EV. In short, we are successfully executing on our long-term strategy, Charging Forward, which will deliver value to our shareholders long into the future. With that, turn the call over to Kevin.

Kevin Nowlan
EVP and CFO, BorgWarner

Thank you, Fred, and good morning everyone. Before I dive into the financials, I'd like to provide a quick overview of our fourth quarter results. First, our revenue came in higher than we were expecting going into the quarter due to better than expected industry volume. Second, our margin performance in the quarter was strong, driven by better than expected revenue and cost synergy performance. Additionally, our net R&D investment was lower than our guidance due entirely to higher customer reimbursements of engineering expense than we had anticipated. Finally, our cash flow performance in the quarter was strong despite the impact of a one-time cash warranty settlement payment. Let's turn to slide 11 for a look at our year-over-year revenue walk for Q4. We start that walk with last year's revenue, which was just over $3.9 billion.

Currencies had a very small impact when comparing Q4 of last year to Q4 of this year. You can see the decrease in our organic revenue, about 7% year-over-year. That compares to a 15% decrease in weighted average market production. We delivered another quarter of strong outperformance in the face of challenging end market environment. We're pleased with the fact that this outperformance occurred in all three major markets. On top of that, what's particularly exciting to see in our outgrowth is that we're seeing a portion of it coming from our electronics and electrification products, especially in China and North America. Finally, you add to that the $34 million of Q4 battery pack revenue coming from Akasol. The sum of all this was just under $3.7 billion of revenue in Q4.

Now let's look at our earnings and cash flow performance on slide 12. Our fourth quarter adjusted operating income was $375 million or 10.3%, which compares to adjusted operating income of $448 million or 11.4% from a year ago. On a comparable basis, excluding the impact of foreign exchange and the impact of Akasol, adjusted operating income decreased $60 million on $256 million of lower sales. That translates to a decremental margin of approximately 23%. That's not a bad decremental for such a volatile environment, especially considering the roughly $16 million of net commodity cost headwinds that we experienced in the quarter. Excluding these higher commodity costs, our year-over-year decremental margin was approximately 17%, which we view as a sign that we're effectively managing our operating cost performance.

Moving on to free cash flow, we generated $370 million during the fourth quarter. Our free cash flow included a $130 million payment to a customer, which was related to a warranty claim that we settled in the quarter for an engine-related component. Based on the agreement with our customer, this one-time payment fully resolved the claim. Let's now turn to slide 13, where you can see our perspective on global industry production for 2022. When you look at this slide, you can see that our market assumptions incorporate a wide range of potential outcomes. That's primarily a result of the semiconductor supply challenges that we think will continue to impact the industry during 2022.

With that background in mind, we expect our global weighted light and commercial vehicle markets to increase in the range of 6%-9% this year. Looking at this by region, we're planning for our weighted North American markets to be up 13%-15%. In Europe, we expect a blended market increase of 12%-15%. In China, we expect the overall market to be down 2%-5%, mainly due to a mid-teens decline in commercial vehicle volumes. Before moving to our financial outlook, I wanted to highlight a change we're implementing in 2022 with respect to how we report our adjusted operating income and margin. You can see this summarized on slide 14. As you know, M&A is expected to play a significant role in Charging Forward.

Given the nature of the likely acquisitions, we anticipate the potential for significant goodwill and intangibles associated with these transactions. Importantly, intangible asset amortization expense flows through our adjusted operating income line. Now sitting here today, we don't know the magnitude of the intangible amortization expense that may come from future potential acquisitions. What we do know is that it's likely to make true underlying operating performance, as measured in our operating margin, less comparable to previous periods. Therefore, we believe that excluding intangible asset amortization expense from adjusted operating income will improve year-over-year earnings comparability and provide a clearer picture of the real performance of our ongoing operations. It's important to also note that the impact of intangible amortization expense will continue to be included in our adjusted earnings per share. Now let's talk about our full year financial outlook on slide 15.

As I mentioned earlier, we expect our end markets to be up 6%-9% for the year. Next, we expect our revenue growth to continue to exceed industry growth driven by new business launches. Based on these assumptions, we expect our 2022 organic revenue to increase approximately 10%-14% relative to 2021 pro forma revenue, which means that we expect to outgrow the market by 4%-5%. Subtracting an expected $220 million headwind from weaker foreign currencies, we're projecting total 2022 revenue to be in the range of $15.9 billion-$16.5 billion.

From a margin perspective, we expect our full year adjusted operating margin to be in the range of 10.2%-10.7% compared to a pro forma 2021 margin of 10.9% when adjusted for intangible asset amortization expense. This 2022 margin outlook contemplates the business delivering full year incrementals in the low to mid-teens on an all-in basis before the impact of a planned increase in R&D investment. Underlying those incrementals, we expect tailwinds from continued cost synergies and restructuring savings and headwinds from the continuing impact of higher commodity costs and the mounting pressure of other supply chain cost increases. As it relates to R&D investment, we're continuing to win new business.

You saw it in the six new wins Fred profiled earlier, and you can see it in our 2025 EV business, which now stands at more than $3 billion. With this continued success, we are leaning forward and continuing to invest more in R&D for our e-products portfolio. In fact, our guidance anticipates a $130 million-$160 million increase in R&D investment in 2022. That increase is 100% related to our e-products portfolio. This is higher than the $100 million increase we signaled on last quarter's call for two reasons. First, as I mentioned earlier, our 2021 net R&D expense came in lower than our expectations due to higher than anticipated engineering reimbursements from our customers.

Second, and more importantly, the larger increase is a reflection of our bullishness on the prospects for securing additional EV wins in the coming quarters. Based on this revenue and margin outlook, we're now expecting full year adjusted EPS of $4.15-$4.60 per diluted share. This EPS guidance contemplates our effective tax rate coming down to 28%, which is declining from the peak of more than 30% that we experienced over the last couple quarters. Excuse me, the last couple years. Finally, we expect that we'll deliver free cash flow in the range of $700 million-$800 million for the full year, despite a significant increase in capital spending year-over-year that supports the aggressive growth we're seeing, particularly in our EV portfolio. That's our 2022 outlook. Let me summarize my financial remarks.

Overall, we had a solid year despite a really challenging end market environment, one where we saw significant volatility during the last two quarters. Remember, it was a year with only 76 million light vehicles produced globally. In the face of this environment, we outgrew the market. We drove 10% operating margins by executing on our cost synergies and restructuring savings while also investing more in R&D to support the future of our e-business. We delivered another year of strong cash flow. As we continue to successfully manage the present, we were delivering on the future by making significant progress on our Charging Forward plan.

Now, as we look ahead to 2022, we're keenly focused on continuing to manage the present by sustaining our strong margin and cash flow profile, maintaining the momentum in delivering new business wins on electric vehicle programs, and continuing to make disciplined investments, both organic and inorganic, that will help secure our growth and financial strength long into the future. With that, I'd like to turn the call back over to Pat.

Patrick Nolan
VP of Investor Relations, BorgWarner

Thank you, Kevin. Jerome, we're ready to open up for questions.

Operator

At this time, I would like to remind everyone, if you would like to ask a question, press star one on your telephone keypad. If you are using a speakerphone, please pick up the handset before asking your question. In the interest of time, please limit yourself to one question and one follow-up question. We'll pause for just a moment to compile the Q&A roster. Your first question comes from the line of John Murphy with Bank of America. Your line is open.

John Murphy
Managing Director, Bank of America

Good morning, everybody. Thanks for all the info today. Just wanted to focus on slide 10. If we look at this, y ou know, Fred, it seems like your awards are coming faster than we had traditionally seen. It's from booking to actual launch. I'm just curious, you know, how much room you have or how much progress you think you're gonna make on this first bar and how much you're bidding on there. You know, as we think about this, you know, is there more of an opportunity on the commercial vehicle business in EVs because there's maybe some less competition and implementation is coming faster? I'm just trying to understand, you know, are we speeding things up here? Is there maybe even more of an opportunity on the commercial vehicle side near term?

Frédéric Lissalde
President and CEO, BorgWarner

John, morning. Yeah, I think you're right. There are more opportunities on the organic side. We still have nine-12 months to go in order to book business that we'll see daylight in 2025. Our organic target was at 25, we're at 27, and continuing to book business. Yes, you see opportunities in passenger and commercial vehicles. Some of the products I alluded to are on commercial vehicles. On the M&A, I would say that, you know, we are engaged with a few targets. We have a healthy pipeline of M&A targets, and I'm pretty happy where we are on Charging Forward. You know, I'm laser focused on Charging Forward. We're winning. Target is $4.5 billion of BEV revenue in 2025, and we are absolutely on target.

John Murphy
Managing Director, Bank of America

Okay. Just to follow up, if you look at the middle bar there, Akasol and Santroll, I think I thought Akasol was gonna be about $500 million by 2024. It seems like Akasol plus Santroll should be, you know, closer to sort of an $800 million-ish number there. Has something changed in the Akasol business? Just to follow up on the reimbursements in the R&D for 2021, I mean, why were those larger in 2021? Is that something that's changing in sort of in the relationship with automakers where there's greater R&D reimbursement, or is that just timing?

Kevin Nowlan
EVP and CFO, BorgWarner

Yeah, I'll take that. John, on the Akasol, I think previously what we had disclosed was half a billion dollars of revenue in 2024. We've rolled this forward to 2025, which suggests we're probably more in that $600 million ZIP code. When you look at Santroll, which is in that number as well, Santroll is actually predominantly, at least the revenue that we see through 2025, more e-motor business in high voltage hybrids. The bulk of their revenue is not likely gonna count toward our explicit battery electric vehicle goal. It actually doesn't add a lot to that particular bar, but it adds a lot to our capabilities, and that's what we're really excited about with Santroll.

With respect to the R&D reimbursements, you know, it's really just a function of what we were able to accomplish at the end of the year. Recoveries sometimes come in higher or lumpier in certain quarters, and that's exactly what we saw in Q4. I mean, our recoveries were up $20 million or so from what we were previously expecting. I wouldn't view that as a trend. I think that's just sometimes you get some lumpiness when you go quarter- to- quarter or year- to- year.

John Murphy
Managing Director, Bank of America

Okay, great. Thank you very much, guys.

Operator

Your next question comes from the line of Rod Lache with Wolfe Research. Your line's open.

Rod Lache
Managing Director, Wolfe Research

Good morning, everybody. Couple things I wanted to ask you about. The company today is something like 70% North America and Europe, and looks like you have 13%-15% upside in North America, 12%-15% in Europe production, but you're only talking about 7%-9% on a weighted basis. I was hoping you can maybe address what you're anticipating in terms of mix headwinds, presumably. Wanted to also just check on the year-over-year bridge, if I added back the amortization that you the $88 million to 2021, am I correct that your incrementals on the $1.7 billion-$1.8 billion of organic growth at the midpoint is in the 12% range? If that's right, what are some of the puts and takes that I should be thinking about to bring that up to the normal high teens to 20% that you normally get?

Kevin Nowlan
EVP and CFO, BorgWarner

Hey, Rod, it's Kevin. A couple things. First, on the growth in the market outlook, remember when we're quoting our 6%-9%, we're also including commercial vehicles. This is a weighted average of our markets, which is the light vehicle, which is displayed on that slide, but the commercial vehicle as well. You can see the blend in the backup slides that we provided. You know, we know China actually from a commercial vehicle standpoint is going to be a headwind in that market in the high teens. When you look at Europe light vehicle might be growing in the mid-teens, but the commercial vehicle side of that, single-digit growth.

When you factor all those growth elements in across light and commercial vehicle, the way we're weighted, it comes out to 6%-9%. I'd say take a look at that backup slide we have in the appendix materials, and hopefully that'll help answer that question. On the conversion question you had, I'm sorry, were you asking a 21 versus 20 or a 22 versus 21 question? I didn't hear it far.

Rod Lache
Managing Director, Wolfe Research

It's 2021- 2022. Just looking at, I made the adjustment that $88 million on amortization that you pointed out on 2021, and then I'm trying to bridge the various components that you've given that, you know, it looks like.

Kevin Nowlan
EVP and CFO, BorgWarner

Yeah.

Rod Lache
Managing Director, Wolfe Research

You know, the organic growth looks like it's about 1.46%-2.06%. Well, I think all in. Maybe you can just address that.

Kevin Nowlan
EVP and CFO, BorgWarner

Yeah. Sure. Yeah, when you look at the conversion, the way to think about it, if you look at on an all-in basis, we're converting year-over-year in that, call it 2%-10% kind of a range, zip code. But that includes the $130 million-$160 million of R&D. If you back out the increase, that $130 million-$160 million of R&D, we're actually converting year-over-year in the low to mid-teens, call it more in that 13%-15% range. What are the puts and takes on that? Well, on the negative side, we have commodity cost headwinds because remember, last year that $65 million net impact that we experienced over the course of the year was predominantly in Q3 and Q4.

As we come into the new year, we're gonna continue to get that impact in the first couple quarters. That's gonna be about $50 million-$60 million in those first couple quarters. On top of that, we are seeing some additional inflationary pressures coming from the supply base that are part of our guide as well. Not as big as what we're seeing on the commodity side, but there is definitely inflationary cost pressure coming through that's factored in. Those things are being offset by restructuring savings that we're continuing to drive as well as incremental cost synergies on a year-over-year basis. Those puts and takes, commodity costs, supplier inflation, restructuring synergies, those are basically offsetting to get us to that, call it low- to mid-teens conversion year-over-year.

Rod Lache
Managing Director, Wolfe Research

Okay. Just maybe just to follow up, can you give us a sense of what the mechanisms are for recovering some of these inflationary pressures, whether it's commodities or what you're seeing from tier two suppliers? It seems like it's a pervasive issue in the industry. Are you able to make adjustments to pricing or things along those lines with your OEM customers for that?

Frédéric Lissalde
President and CEO, BorgWarner

It's true that the situation is a bit unusual with commodity and other increases. Discussions are happening with our customers, and we expect everyone to pay their fair share, to be honest, in this situation. Logistics issues have been also impacted by, you know, never-ending customer schedule changes. We're talking to our customers and hopefully getting to some resolutions.

Rod Lache
Managing Director, Wolfe Research

Okay. Thank you.

Operator

Your next question comes from the line of Noah Kaye with Oppenheimer. Your line's open.

Noah Kaye
Senior Research Analyst, Oppenheimer

Good morning, everyone. Thanks for taking the questions. You know, I just wanted to go back and check past transcripts to confirm this. I don't seem to even remember you talking about, you know, hydrogen combustion as a potential, you know, R&D opportunity development. This quarter, you come out and actually announce a program award. We've heard a lot of folks in the powertrain space talking about, you know, prototyping and development of hydrogen.

It just seems like to go from, you know, kind of stealth mode to announcing this is pretty remarkable. I was wondering if you could take us through kind of how the design cycle and development worked for this award. I think, you know, what does it say about the company's approach to R&D going forward, to kind of get this time to market?

Frédéric Lissalde
President and CEO, BorgWarner

Yeah. Thanks, Noah. So, you know, hydrogen can be used in two ways, right? First, you inject it into combustion, and second, you use it as a fuel cell, which is a range extender of a battery electric vehicle. Here, this win, small in nature, is hydrogen as a means of combustion. So you inject hydrogen rather than injecting gasoline. We've been working with a lot of customers actually on this. This is a pretty appealing technology.

We've actually had in our tech centers engine fired up with hydrogen as a combustion means over the past few months. Yeah, it's something that can be of interest. We are focusing especially on commercial vehicle, construction and agricultural opportunities at this point in time. One thing I would add, Noah, this is not a big part of the R&D increase at all, right? It is the biggest part of the R&D increase. I mean, 100% of the R&D increase is linked to BEV, right?

Noah Kaye
Senior Research Analyst, Oppenheimer

Yeah.

Frédéric Lissalde
President and CEO, BorgWarner

If you compute the numbers, this year, we will have 45% of our total R&D focused in BEV, which is for me, absolutely exciting because I think it really validates the essence of Charging Forward. I'm very proud about where we are.

Noah Kaye
Senior Research Analyst, Oppenheimer

Great. Thanks, Fred. Let me just follow up on the M&A question asked earlier here. You know, are you seeing any kind of a reset on valuations for EV targets? Clearly, some of the public names in the space have gone through a pretty hard reset to start the year. Execution has not been easy. There's been supply chain challenges. Just curious to know what that does to your pipeline and, you know, potential for closing something relatively near term.

Kevin Nowlan
EVP and CFO, BorgWarner

Yeah, really, I think that ultimately impacts the seller willingness to be able to execute a transaction. You know, when we go into a transaction, we're looking at a discounted cash flow analysis based on the long-term prospects for the business. Obviously, if you have a relatively frothy public market, it influences the way that the sellers can think about valuation. That makes it sometimes more difficult to bridge a difference in perspectives on valuation. As those types of valuations come down in the public markets, that undoubtedly helps in some of the discussions that we have on the buy side. Again, that's a data point, but for us, we're really focused on the long-term value of the business through the intrinsic value, which is built based on our discounted cash flow analysis.

Noah Kaye
Senior Research Analyst, Oppenheimer

Okay. Kevin, sorry to sneak one more in, but just to clarify, the $50 million-$60 million of cost headwinds from commodities you talked about in the first half, is that a net number year-over-year?

Kevin Nowlan
EVP and CFO, BorgWarner

Yes.

Noah Kaye
Senior Research Analyst, Oppenheimer

Okay, that's net of price increases.

Kevin Nowlan
EVP and CFO, BorgWarner

That's net of the recovery mechanisms with our customers.

Noah Kaye
Senior Research Analyst, Oppenheimer

Got it.

Kevin Nowlan
EVP and CFO, BorgWarner

That's correct.

Colin Langan
Automotive & Mobility Analyst, Wells Fargo

Great. Thank you very much.

Kevin Nowlan
EVP and CFO, BorgWarner

Thank you, Noah.

Operator

Your next question comes from the line of Chris McNally with Evercore. Your line is open.

Chris McNally
Senior Managing Director and Global Automotive and Mobility Research, Evercore

Thanks so much, team. Just two questions on the margin. I think you answered my first question during Rod's. It seems like the core incrementals, if we go pro forma for the accounting change, is about 13%-15% year-over-year. Is that what you? I just wanna make sure that was the number that was given, similar to what we had.

Kevin Nowlan
EVP and CFO, BorgWarner

Excluding R&D, that's exactly right.

Chris McNally
Senior Managing Director and Global Automotive and Mobility Research, Evercore

Excluding R&D. Perfect. The R&D leverage question. You know, when we think about the step-up of that $145 million midpoint year-over-year, should I think about that as sort of RD&E, meaning the engineering expense associated with launching these platforms? Or is it more about R&D to work on new platforms? Because clearly the follow-on question would be, you know, should we expect similar increases in the future, or is this sort of a new elevated level? It will grow with sales, but not to the extent of $145 million, you know, going forward.

Frédéric Lissalde
President and CEO, BorgWarner

Chris, first of all, R&D, it's more development and application engineering than R&D, right? We're not scratching our heads to figure out what product we're gonna develop, right? We have that portfolio. It is both for launches and high confidence pursuits.

Chris McNally
Senior Managing Director and Global Automotive and Mobility Research, Evercore

Perfect. That's, yeah, that's exactly my question. Okay. So it then becomes a more of a one-time step up, and then obviously if the business continues to grow, you know, the opportunities are more than $2.7 billion, then it could grow. But for now, this is largely a relatively sizable one-time step up.

Kevin Nowlan
EVP and CFO, BorgWarner

Yeah. That's correct. Remember, when we talked about this as part of Charging Forward even, we talked about our expectation that R&D would step up to the low-to-mid 5% range on a go-forward basis. That's stepped up here as part of our 2022 guide. You know, as we again have high confidence pursuits as well as the wins that we've generated and that we're working on launching, it's driving that. It's right in line with our prior expectations of being in that 5%-5.5% zip code on R&D.

Chris McNally
Senior Managing Director and Global Automotive and Mobility Research, Evercore

Perfect. The only small one on margin. Akasol is obviously about 30-40 basis points dilutive to margin now. You've given some, you know, revenue outlook, but could you also just help us to when we could think about break even on an EBIT basis?

Kevin Nowlan
EVP and CFO, BorgWarner

Yeah. If you exclude purchase price amortization, it's still, we expect it's gonna be a little bit negative this year just based on where we're jumping into it. Again, we haven't had control of that operation yet until effectively last Thursday. Last Thursday we completed the merger squeeze-out process which allows us to now fully control that operation. We're excited to get in there and really run the day-to-day operations of that business going forward and manage it the way we would at BorgWarner, which is continuing to drive the types of revenue growth that they're seeing, which probably has more upside than downside from what we've seen, as well as driving the types of profitability and cash generation we would expect. A little bit of a margin headwind this year because it'll be a little bit less than break even before PPA.

Chris McNally
Senior Managing Director and Global Automotive and Mobility Research, Evercore

Okay. Thanks so much, team.

Operator

Your next question comes from the line of Colin Langan with Wells Fargo. Your line is open.

Colin Langan
Automotive & Mobility Analyst, Wells Fargo

Oh, great guys. Thanks. Thanks for taking my questions. Just to follow up on the walk from 2021, 2022. You mentioned last quarter there were cost synergies of $40 million-$45 million and restructuring of $40 million-$50 million. Are those still the right numbers? That would kinda imply there's another additional $30 million-$35 million of other inflationary pressures that are offsetting those synergies with the commodity costs. Is that right?

Kevin Nowlan
EVP and CFO, BorgWarner

Yeah, good question. Synergies actually ended up coming in stronger toward the end of the year than we anticipated. Some of the things that we were executing on benefited us in Q4. Actually part of the tailwind we saw in Q4 relative to our guide was synergies coming in stronger. Cumulatively through the end of 2021 we're at about $140 million, which included year-over-year last year $125 million, which means to now get to our ultimate $175 million objective, there's only $35 million of synergies left to go.

A little bit lighter remaining in 2022 relative to what we signaled last quarter, only because of the acceleration into 2021. On restructuring, you're right, we had guided at $30 million-$35 million is what we signaled last quarter. I'd say we should be at least at that level if not slightly higher as we come out of 2022.

Colin Langan
Automotive & Mobility Analyst, Wells Fargo

Okay. Going back to earlier questions about growth over market. You know, it's kind of hard this year since there's such a product mix tailwind last year. I mean, how are you thinking about it? It looks like, you know, your, you know, your weighted average market outlook sort of implies about 300 basis points of geographic mix tailwinds, but then that seems to also imply that there's another, you know, 400, 500 of. How much is backlog versus pure new business? How much is platform mix being positive or is that viewed as negative as some of these platforms maybe normalize? You know, where does that put some taste into the organic growth outlook?

Kevin Nowlan
EVP and CFO, BorgWarner

The geographic mix for us isn't a tailwind because what we do is we report on a weighted average market basis. We're not looking at just global markets, we're looking at our weighted average mix. The fact that you're seeing higher growth in jurisdictions where we might be more weighted, that's already factored into our assessment of market and embedded in that 6%-9% guide for blended market. When you look at us in 2022, what we're effectively guiding toward is our growth above that market, our weighted average market, is in that 4%-5% range this year. That's jumping off of last year's about 1,000 basis points of outgrowth on a year-over-year basis. Continuing to deliver that mid-single digit outgrowth as we look ahead.

Now for us, you know, our focus is less on outgrowth each year and more about how we execute relative to Charging Forward in 2025. 25% EV mix in 2025, which corresponds to roughly $4.5 billion of EV-related revenue. That's really how we're measuring success. Underlying that is the expectation that we'll continue that mid-single digit outgrowth on a go-forward basis.

Colin Langan
Automotive & Mobility Analyst, Wells Fargo

Yeah, just to follow up. It's. I kinda get the 4%-5% and the 6%-9%. The 4%-5% though, how do you think about it though? Is that all just brand new business wins, or are you factoring any tailwinds or headwinds from platform mix? I think other suppliers have indicated that you had such a rich luxury SUV mix last year that some of that unwinds. Is that incorporated in here or is it fairly neutral in color here?

Kevin Nowlan
EVP and CFO, BorgWarner

It's not really driven by any sort of a mix benefit as we look ahead into 2022. It's really some of the product launches, some of the strength that we have on particular programs that are ramping up still. There's nothing unusual from a pure mix perspective about that outgrowth.

Colin Langan
Automotive & Mobility Analyst, Wells Fargo

Okay. All right, thanks for the question.

Operator

Your next question comes from the line of Brian Johnson with Barclays. Your line's open.

Brian Johnson
Managing Director, Barclays

Thanks. I have a couple questions just around the evolution of the portfolio. You know, with regard to the acquisition in China, you'd already won that Hyundai class A class China IDM business. So what does that acquisition bring you that you hadn't had before? Kind of when you think about the Chinese marketplace, what range of vehicles in terms of price points range would this get you into that perhaps you weren't in before?

Frédéric Lissalde
President and CEO, BorgWarner

Hi. Morning, Brian. Yeah, HMC was for the, as you mentioned, for A-class IDM. With Santroll, we are really bringing a portfolio of motors for a whole suite of power levels. This acquisition is not linked to that IDM with Hyundai since this was a motor that we were already doing in-house. The whole logic is around, you know, I sometimes alluded to vertical integration as part of our M&A focus. This is clearly a vertical integration with great manufacturing capabilities. It really expands the e-motor portfolio at scale from the A class that you can think about with Hyundai to long-haul trucks at scale in different power levels. That's pretty much the highlights of and the logic of that acquisition from a portfolio standpoint.

Brian Johnson
Managing Director, Barclays

Okay. Kind of second question, I know I've asked this before, but you still have a lot of acquisition budget left. In the commercial vehicle market, several of the competitors would highlight the advantages of e-axle, that is integrating the motor into the axle. You know, your historical application was more of DM1 motor, would be similar to Dana, where you have an electric motor and through additional drivetrain. Are you thinking about tucking acquisitions around the e-axle space?

Kevin Nowlan
EVP and CFO, BorgWarner

I mean, I'll start. In general, you know, our components can be utilized, our e-components can be utilized, whether it's light vehicle or commercial vehicle. As we think about e-axle, e-axle is definitely an important piece of the market on a go-forward basis in CV, but it's not the entirety of the market either. Our ability to supply components into that market, whether it's e-motors like we've had success on, whether it's inverters or other things, that opportunity is absolutely there, and we've been generating those wins. Then you can even see what we talked about today with the eFan win, as well as the Gillig announcement on battery packs. There's definitely opportunity for us in CV, and e-axles aren't an end-all be-all that drives whether we can be successful in the CV market.

Brian Johnson
Managing Director, Barclays

Okay. Final question on the disposition of ICE side. You did complete one deal, however it is relatively small relative to your goals. What does the pipeline of dispositions look like? Second, the extent that things haven't happened faster, is it buyer uncertainty over production environment and not wanting to buy and lever up if it's private equity with choppy production? Or is it a general hesitation about taking on even profitable ICE assets in terms of what their terminal value is?

Kevin Nowlan
EVP and CFO, BorgWarner

Yeah, I think, you know, we're pleased that we were able to accomplish step one here, the sale of about $200 million of revenue relative to that $1 billion goal. We are pretty pleased with that. I will say that the current end market environment conditions, you know, with the volatility we've seen with the 76 million global light vehicle market and with the supply chain uncertainties, has absolutely had an impact on buyers broadly, buyers' willingness to engage in some of these discussions over the last couple quarters. We do have a pipeline that we're pursuing to drive toward that $1 billion of dispositions later this year. I think it's just gonna be helpful for us to see a more stable market environment, because I think appetite is there when the market is more stable and more certain.

Brian Johnson
Managing Director, Barclays

Okay, thank you.

Operator

Your next question comes from the line of Emmanuel Rosner with Deutsche Bank. Your line is open.

Emmanuel Rosner
Lead Auto Technology Analyst, Deutsche Bank

Oh, thank you very much. First question is on the margin outlook and trajectory for margins, I guess, beyond this year. As part of your 2022 outlook, you're essentially guiding on a comparable basis for margins taking a small step down despite some, you know, meaningful revenue growth in the double digits. I'm just wondering from here, you know, how should we think about it in terms of trajectory? What are sort of like more normalized margin? Is there a trade-off between investment in growth and sort of like ability to maintain margins? Do you feel like once you've had this step up in R&D, now the percentage of revenue is sort of like will be fairly stable from here, then you can, you know, show better operating leverage going forward?

Kevin Nowlan
EVP and CFO, BorgWarner

Yeah. As we look ahead after 2022, our expectation is that we're gonna continue to deliver the types of cost performance we've been generating over the last few years, driving restructuring savings that have been coming into the P&L and will continue to come into the P&L. Maybe still a little bit of a tail left on some of the cost synergies from a Delphi perspective. At the end of the day, what's really gonna drive the margin performance jumping off of 2022 into the next few years is going to be where end markets are. Because obviously, we're talking about a guide that's based on, at the midpoint, about 80 million light vehicles.

You know, our ability to deliver continued improvement in our margin profile is gonna be markets returning to more normalized level, call it the high 80s millions of units or even where IHS is now talking about being in the 90 million next year. You know, ultimately, our ability to convert on incremental revenue and on growing markets is there the same way it's always been, but markets are gonna be a big driver of our ability to improve the margin from where we are today. In terms of that question about trade-off and growth versus margin, we're willing to make that trade-off to the extent that the new business wins are there to support investment in R&D.

You can see that in what we're doing in 2022, stepping up our R&D $130 million-$160 million is obviously a pretty meaningful step up, a greater than 20% increase in our R&D. We're willing to do that if we see the growth opportunities there because we think it's the right thing to do for the company. The more growth opportunities to see, the more we're willing to invest in those growth opportunities through R&D. If that comes at the expense of near-term margin, so be it. We still see the trajectory of margin growing over the coming years.

Emmanuel Rosner
Lead Auto Technology Analyst, Deutsche Bank

Understood. Following up on this last point, I mean, presumably the pipeline of available EV opportunity is only gonna grow, right? Because EV is at the beginning of its, you know, penetration, and eventually it's gonna make its way towards, you know, 100% of the industry or something thereabout. There's gonna be a lot, you know, to invest in towards EV. I guess when would you want to start seeing it as a margin of a driver of margin expansion? In other words, how long would you be willing to sort of like take margin compression or as an investment into EV growth?

Kevin Nowlan
EVP and CFO, BorgWarner

Well, I think we saw obviously the big step up this year. You know, we had guided before that we thought we'd be in the 5%-5.5% range on a go-forward basis, and we were running below 5% the last couple years. This is a major step up that we thought aligned with our longer-term objectives. We would expect to continue to invest in increasing R&D, but probably in that ZIP code of where we're operating today in that 5%-5.5%. What's important to also note is that we're now starting to see the EV revenue coming into the P&L, and we expect to have healthy contribution margins on that.

I mean, you could see we indicated in our press release today that our EV revenue is north of $800 million in 2022 embedded in our guidance, which is more than double what it was last year. We're getting contribution on that incremental revenue, which is now starting to help fund that increase in R&D investment. I'd say less of a headwind as we go forward because we start to operate at a more normalized R&D that's more of our steady-state run rate R&D expense on a go-forward basis as a percent of sales, and then getting contribution margin on that revenue as it comes into the P&L.

Emmanuel Rosner
Lead Auto Technology Analyst, Deutsche Bank

Okay. Then just one quick final one still on this topic. So you very helpfully broke out sort of the EV revenues for 2022, you know, versus 2021. Now we get to see how much of the growth come from here and then also back into how much of the revenue growth still comes from, you know, the combustion engine side of the business. When over the next year would you expect sort of like this ratio to sort of flip, where essentially more of the revenue growth would come from EV than from, you know, combustion engine? I remain impressed and positively surprised that you saw so much, you know, revenue growth from combustion engine when sort of like the industry production seems to be heading in the other direction.

Frédéric Lissalde
President and CEO, BorgWarner

You know, we targeting $4.5 billion in 2025, and as part of Charging Forward, pretty much half and half in 2030. That's absolutely part of the plan. Kevin, you want to add anything?

Kevin Nowlan
EVP and CFO, BorgWarner

No, I was gonna comment on that. I mean, that really, it's the drive toward about $4.5 billion under our Charging Forward plan, which is the 25% EV mix. As we jump off of 2022, $800 million growing to $4.5 billion or so in 2025, I mean, that's the type of growth you should expect. Part of that coming from acquisitions, but the bulk of that really coming from what's already in our business today.

Frédéric Lissalde
President and CEO, BorgWarner

It's true that 2024, 2025 might be a key inflection point. For us jumping off that inflection point already having in-house right now, as of this call, $3.3 billion of booked business. I'm not talking about other things than booked with the target of being at $4.5 or above is a great jump-off point.

Emmanuel Rosner
Lead Auto Technology Analyst, Deutsche Bank

Yeah. Thank you very much.

Operator

Your next question comes from the line of Ryan Brinkman with J.P. Morgan. Your line is open.

Ryan Brinkman
Lead Automotive Equity Research Analyst, JPMorgan

Hi. Thanks for taking my question. Congrats on now having fully booked your targeted 2025 electrification revenue. I thought to ask, given the very strong expected top line growth at Santroll, it looks like from de minimis revenue in 2021 to $300 million in 2025, are you able to say how much of that growth has also been booked versus, maybe requires more bookings?

Kevin Nowlan
EVP and CFO, BorgWarner

You know, we're not gonna comment on that right now. We'll give you more clarity around the outlook on that when we close on the transaction.

Ryan Brinkman
Lead Automotive Equity Research Analyst, JPMorgan

Okay, thanks. Then you got one question already on the multiples you might pay for acquired companies and, you know, how that could be impacted by the decline in public company multiples. Maybe the flip side of that question, has there been, you know, I mean, there have been at least like a relative rotation, right, from growth to value in the public markets this year. With slower growth companies that are generating a healthy margin and cash flows now, similar to those you're looking to dispose, benefiting relative to the currently unprofitable high growth companies whose cash inflows are in the future, like similar to those you're looking to buy.

You know, might you benefit from both ends because of this rotation? What has been the appetite for some of the businesses that you're shopping? How are you thinking about the value of some of these businesses now versus, I don't know, maybe like a year from now after the industry has continued to claw back some of the volume from the chip shortage, et cetera?

Kevin Nowlan
EVP and CFO, BorgWarner

Yeah, we'll see. I think, just as you alluded to there at the end of your question, I think it's really gonna be dependent on a more stable end market environment. Undoubtedly, the end markets inform buyers and sellers as to how to think about valuation. I tell you, in this market right now, with the choppiness we're seeing and the volatility and only an 80 million unit global end market that we're projecting at the moment, you know, it makes things a little bit more challenged on the disposition side.

We'll see how things progress from here, because I think as market conditions stabilize and if there's continued rotation toward more value-related investments, you know, maybe that'll be a tailwind, but we'll see. You know, our focus is on executing our strategic plans, controlling what we can control, and making sure we get good value for the assets that we dispose of.

Ryan Brinkman
Lead Automotive Equity Research Analyst, JPMorgan

Great. Thank you.

Operator

Your next question comes from the line of Luke Junk with Baird. Your line is open.

Luke Junk
Senior Analyst of Vehicle Technology & Mobility, Baird

Morning. Thanks for taking questions. Fred, hoping we could start with a big picture question this morning and then some progress Charging Forward. Reflecting back on when you first outlined the company's current strategy about a year ago now, how does where the company stands today compare to your initial expectations on all three of the major fronts, organic bookings, which clearly look to be above expectations, M&A, and the asset dispositions? Where are you ahead of expectations, and is there anywhere that you're not? If not, what's driving that?

Frédéric Lissalde
President and CEO, BorgWarner

I think we are on track. Personally, I'm fully focused on Charging Forward. With a broader team, I think we're absolutely on track. We are ahead of organic bookings, and I'm very proud of that. I would say that our decentralized operating model allows me and a few others at the top of the house to really spend a lot of time Charging Forward. You know, I'm really excited to up our game on R&D with 45% of R&D on E next year.

I think it really validates the essence of using the cash that we generate and reinvesting it in the business. With the traction that we have for all the E products that we now have in our portfolio, I am happy with where we are just a year after or maybe less than a year after the announcement of Charging Forward.

Luke Junk
Senior Analyst of Vehicle Technology & Mobility, Baird

Thank you for that. My follow-up question, can you just remind us now that the squeeze-out process is complete at Akasol, what the initial steps are as you're able to take a little more control? Thank you.

Frédéric Lissalde
President and CEO, BorgWarner

Well, I think, as Kevin alluded to before, we see some good prospects, and the pipeline of growth is strong. With that investment goes with it, and we're not shy about investing for the future of battery pack technologies and battery pack product leadership. We are literally in charge since last Thursday. We're putting in place the different steps to run the company the way we would like it to be run. I am very impressed by the talents in this company.

The technology leadership that they have and the bookings that they've been able to generate in Europe and in the US will be one of the only one in the world having production facilities for high volume commercial vehicle battery packs in both sides of the pond. A lot of work to be done, but very excited about running with the Akasol people and talents.

Luke Junk
Senior Analyst of Vehicle Technology & Mobility, Baird

I'll leave it there. Thank you.

Operator

All right. We have time for one final question, and that question comes from Dan Levy with Credit Suisse. Your line's open.

Dan Levy
Senior Equity Research Analyst, Credit Suisse

Great. Good morning. Thank you for squeezing me in. I wanted to go and just revisit some of the assumptions on the combustion segment. If you're saying you're gonna grow EV by $400 million this year, that basically implies that sort of the outgrowth related to the ICE piece is, you know, maybe a point or so, as opposed to call it 3-3.5 points or so from EV. Just wondering, you know, that's obviously a clear deceleration versus what we saw in 2021, and I assume 2021 was more driven by ICE outgrowth.

Maybe you could just give us the sense of the underlying outgrowth dynamics from your combustion products, and then maybe you could also just talk through, you know, the underlying margins. Obviously, you strip out the elevated R&D and the margin drag from your EV products, wondering, you know, what those margins for combustion would look like.

Kevin Nowlan
EVP and CFO, BorgWarner

Yeah. I mean, when you look at that, you're right. A good chunk of outgrowth this year is being driven by the EV, and we're excited about that. But we're continuing to see some level of that organic growth coming from the combustion business as well. The combustion business has actually been holding up well and actually outperforming the market. Not sure what to add to that other than I think we feel pretty good that the combustion portfolio is holding up and the EV business is now really starting to gain traction and coming through in the P&L.

Dan Levy
Senior Equity Research Analyst, Credit Suisse

Are you seeing increased penetration of, say, turbos and GDI? Is it an increased trend?

Kevin Nowlan
EVP and CFO, BorgWarner

We're definitely seeing that as it relates to hybrids. I mean, when you look at the advanced hybrid technologies, you know, those products lend themselves to driving more efficiency and downsizing of the engines. We do see adoption rates of products like turbos, VCT, GDI, actually increasing in the hybrid world. That is a piece of what we expect to be a tailwind for the coming years and why we continue to expect underlying growth in that C portfolio over the next few years.

Dan Levy
Senior Equity Research Analyst, Credit Suisse

Okay. Thank you. Then the second question is just on your longer term planning assumptions. I think when you gave your, you know, your targets, your 2030 plan was assuming global BEV penetration of 30%. I think what we've seen is just broadly OEMs, third party forecasters, these long-term assumptions just keep on skewing higher and higher, and this is occurring just in a very short period of time. I think some would argue that 30% is now looking conservative. To the extent, I know 2030 is a ways out, but to the extent we continue to see EV expectations accelerating, maybe you can unpack what that does to your plans on, you know, acquisitions, dispositions, or, you know, organic growth initiatives.

Frédéric Lissalde
President and CEO, BorgWarner

Dan, I think you're right. The EV market adoption appears to be accelerating based on public comments and also with conversations with our customers. What's very important for us is our positioning in 2025, and that's really key to our long-term success. Target of $4.5 billion of BEV product in 2025. We're at $3.3. We have time to book more organic business, and we have a healthy pipeline of M&A. So more to come on that. I think the jump off point of 2025 is really important. Having the right portfolio, the right product leadership, the right customer intimacy, and the right base of a significant multi-billion-dollar BEV revenue in 2025 is gonna be key to our success.

Dan Levy
Senior Equity Research Analyst, Credit Suisse

Great. Thank you very much.

Patrick Nolan
VP of Investor Relations, BorgWarner

Thank you all for your great questions today. If you have any follow-ups, feel free to reach out to me or my team. With that, Jerome, you can go ahead and conclude the call.

Operator

All right. That does conclude the BorgWarner 2021 fourth quarter and full year results conference call. You may now disconnect.

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