BorgWarner Inc.

good morning my name is sharon and i will be your conference facilitator at this time i would like to welcome everyone to the borg warner 2020 first quarter 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'd like to ask a question during this time simply press star 1 on your telephone keypad if you would like to withdraw your question press the pound key if you're using a speakerphone 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.

Thank you, Sharon. 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 our homepage, and on our Investor Relations homepage. Before we begin, I need to inform you that during this call, we may make forward-looking statements, which involves risks and uncertainties as detailed in our 10-K. Okay. our actual results may differ significantly from the matters discussed today. During today's presentation, we'll highlight certain non-GAAP measures in order to provide a clearer picture of how the core business performed and for comparison purposes of 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 growth compared to our market. When you hear us say market, that means the change in light vehicle production weighted for our geographic exposure. Our outgrowth is defined as our organic revenue change versus the market. Please note that we've 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.

Thank you, Pat, and good morning, everyone. We're very pleased to share our results for the first quarter and provide an overall company update. Let me start with the highlights of the first quarter on slide five. While the industry production rates were clearly volatile during the quarter, we performed strongly on a relative basis. With approximately $2.3 billion in sales, we were down about 8.1% organically, and this compares to our market being down almost 20%. This means we drove significant outgrowth. In fact, for the quarter, we saw double-digit outgrowth in all major regions. Our decremental margin was approximately 26% in the quarter as our margin performance was impacted by COVID-19 related shutdowns. Given the pace at which the shutdowns occurred, we think this is a relatively good outcome. We delivered strong free cash flow of $146 million for the quarter, providing an additional cash cushion as we managed through the lower production levels expected in the second quarter. Lastly, I am proud on how the team has reacted to this challenging environment. We met the challenges of managing all the leaf production shutdowns at our facilities in Europe and North America, while also managing production ramp-ups in China. Let's now turn to slide six, where you can see our perspective on the global industry production. Overall, we expect a very challenging environment in 2020, especially in the second quarter. On the full year basis, we expect the market decline to be in the minus 25 to minus 31% range. Looking at this decline by region, we're planning for Europe to be down in the 29 to 38% range. In North America, we expect a 27 to 35 percent decline. On the relative basis, the outlook for China is stronger as their shutdown in Q1 was shorter than what we're seeing in the other two geographies, but we still expect 18 to 21 percent decline in China production for the full year. As you'll see from the line chart showing our different scenarios, Q1 is the quarter which has the largest expected production declines, and at the same time, the most uncertainty. The biggest drivers for these declines and the significant uncertainty are the timing of production restarts and the pace of industry production ramps. Under our high-end scenario, which is represented by the light green line, We're expecting Europe and North America production to largely resume by mid-May. Our low-end scenario, represented by the dark blue line, uses the assumption that Europe and North America will not resume production fully until mid-June. For both scenarios, we expect the second half of 2020 to remain challenged due to lower consumer confidence. Visibility into the production outlook had certainly improved versus a month ago, but there is still a tremendous amount of uncertainty around plant restarts, the pace of production ramp-ups, and ultimately consumer demand. We're maintaining a very active dialogue with our customers and suppliers in order to support an older production ramp-up and manage effectively through this challenging environment. On slide seven, you see the cost actions that we've taken to help moderate the impact of these severe production declines. These cost actions have been across all major areas of the company. We've taken temporary salary reductions in many locations throughout the world, including 20% pay cuts amongst our senior executive leadership team. Employees at many of our facilities have been put on temporary layoffs due to lower production or, in many locations, the complete production shutdown. And we also worked with our strategic third-party relationship vendors who have, in most cases, agreed to share in the economics of this situation by voluntarily reducing their work or billing rates. These actions what painful are the right things to do for the financial well-being of our company. I want to thank all involved, especially our internal team members who have kept their focus and strong engagement despite the sacrifices that have been endured. The industry's next big challenge will be to successfully manage the production restart. Let's take a look at how we'll manage this on slide eight. While we must be ready to supply our customers as they resume production, we are first and foremost focused on what is best in terms of health and safety of our people. We've formed a high-level task force that has and will continue to roll out our Safe Restart program to all our global facilities. The program includes a set of 17 minimum standards and nine additional recommended best practices. However, our focus on the safety of our people will extend beyond these standards. We have already seen additional innovative safety solutions developed at the plant level, and we will continue to utilize and promote this innovation to other facilities around the globe. It is this plant-level innovation and the appetite to share ideas that is promoted by the board on the culture. Let's now turn to slide nine. I would like to briefly comment on our Seneca South Carolina plant, which was unfortunately struck by a tornado on April 13th. Seneca is one of our largest plants supplying transfer cases to multiple OEMs in North America. Thankfully, the plant was not in operation at the time of the tornado struck. But unfortunately, a security guard at the facility was killed. Our thoughts and prayers are with his family. Now I'd like to give a status update on the plants. As you can see by the picture on the slide, the level of damage varied widely. The damage to machining portion of the facility was more limited. However, on the left side of the picture, you can see the roof of the final assembly area is missing. That assembly area sustained a more significant amount of damage. Over the past several weeks, there has been a tremendous amount of remediation work completed. We have also performed a significant amount of equipment testing and validation, and where appropriate, we have erected temporary structure. With all of this hard work over the last three weeks, I am proud to report that the facility resumed production on May 4th, and that the production rates should improve throughout the month of May. This was an amazing accomplishment I would like to personally thank the team in Seneca for their hard work and our customers for their support. We have turned a terrible situation into a BorgWarner success story. Next, I would like to provide an update on our planned acquisition of Delphi Technologies on slide 10. This morning, we announced that BorgWarner and Delphi Technologies agreed to an amendment of the transaction agreement. This amendment effectively cures the breach of the debt covenant that we asserted at the end of March. Under the terms of the amendment, Delphi Technologies has agreed to new closing conditions requiring that at the time of the transaction closing, its gross revolver debt cannot exceed $225 million and net of its cash balances will not exceed $115 million. In addition, the parties agreed that Delphi Technologies' net debt to adjusted EBITDA ratio will not exceed the specified threshold measured at closing. These new closing conditions were structured to provide Delphi with the flexibility it needs to manage through the current environment and execute on its current forecasts. At the same time, they also protect BorgWarner from scenarios that could result in more significant cash usage or EBITDA deterioration. The party also agreed to revise the purchase price. In recognition of the potential incremental debt that could be outstanding at closing, the equity exchange ratio was reduced by 5%. As a result, current BorgWarner and Delphi Technologies shareholders would own approximately 85% and 15%, respectively, of the outstanding shares of the combined company following completion of the transaction. We are pleased to put this issue behind us and turn our full, undivided attention to driving towards the closing. In regards to our effort to close on this transaction, there has been a significant amount of other work done over the past several months. The integration teams continue to work very well together. The regulatory filings are in process in several geographies. And last week, we closed on a $750 million delayed grant term loan to support our potential financing needs at the time of closing. I am pleased with the progress as we continue to work towards the closing of the transaction in the second half of 2020. Before I turn it over to Kevin, let me summarize our first quarter results and our outlook on slide 11. We achieved significant first quarter outgrowth in all major regions. We delivered positive free cash flow during the first quarter, and as Kevin will discuss, we expect to be free cash flow positive for the full year. BorgWarner has one of the most robust liquidity positions within our industry. It is this financial strength combined with the operational discipline of the company that will allow us to successfully manage the challenges we expect throughout 2020. As I look beyond the challenges of 2020, I am confident that we remain strongly positioned both from a financial and technology standpoint to capitalize on the long-term trends that will continue to support our future profitable growth. Now over to you, Kevin.

Thank you, Fred, and good morning, everyone. Before I review the financials in detail, I'd like to highlight two overarching themes you'll see in our year-to-date results. First, our financials have been quite resilient in the face of this challenging environment. During the first quarter, we delivered strong revenue outgrowth in all regions, sustained double-digit operating margins, and generated meaningfully positive free cash flow. Second, our liquidity remains strong and has actually gotten stronger over the course of the first four months of this year. Let's turn to slide 12. As we look at our year-over-year revenue walk for Q1, you can see the impact from the thermostat divestiture we executed in early 2019. Additionally, you can see that the stronger US dollar reduced revenue by about 2% from a year ago. Excluding these items, our organic sales were down 8.1% compared to the 19.6% decline in industry production. That means we delivered revenue outgrowth of 1,150 basis points in the quarter. And importantly, that outgrowth occurred in all of the major light vehicle markets around the globe. In Europe, our light vehicle organic revenue was down mid-single digits compared to the market decline of approximately 19%. The outgrowth was driven by better-than-expected diesel-related revenue as well as strong new programs. In North America, we were close to flat year-over-year versus the 10% industry decline, driven by new programs and strong mix. And in China, we outperformed the market by more than 20% due to the year-over-year growth in our DCT business and other new business. Overall, we're pleased that we continue to deliver revenue outgrowth even in this challenging end market environment. Now let's look at our adjusted operating income performance, which can be found on slide 13. Q1 adjusted operating income was $234 million compared to $295 million a year ago. Our adjusted operating margin was 10.3%, which was down compared to the 11.5% we delivered in the first quarter of 2019. On a comparable basis, adjusted operating income decreased $54 million on $205 million of lower sales, which translates to a decremental margin of 26%. As you know, when markets move downward quickly, we tend to see initial decrementals that can be 30% or higher just like we saw at points in time last year. So we view the 26% as a reasonably good level of performance given how quickly industry production declined. And we accomplished this objective while increasing R&D expenditures in our drivetrain segment where we're continuing to invest in our electrification portfolio. Adjusted earnings per share was 77 cents for the quarter. The 23 cent decline in adjusted earnings per share compared to the first quarter of 2019 was driven by the lower adjusted operating income. Moving to cash flow, we are proud of the fact that we delivered $146 million of positive free cash flow for the first quarter. In an environment where revenues are under pressure, it's critical to manage our working capital effectively. And in the first quarter, we did just that, which is why we were able to deliver such a great result. So let's discuss our full year revenue outlook on slide 14. Our guidance is based on the end market assumptions that Fred reviewed earlier, with global production being down 25 to 31%. We expect to continue to drive total market outgrowth for the year, but not at the level we saw in the first quarter. Our guidance now incorporates full year outgrowth of approximately 400 to 500 basis points. This assumes our outgrowth for the remainder of 2020 is in the range of 150 to 250 basis points, which is in line with our prior four-year guidance. But obviously, this four-year guide is higher than our initial 2020 assessment, simply given how much we outperformed in the first quarter. As a result, we expect a four-year 2020 organic revenue decline of 20 to 27 percent. And that translates to an expected 2020 revenue range of $7.25 billion to $8 billion. Let's turn to slide 15. where you can see an update of our liquidity profile. As of March 31st, we had $2.4 billion of liquidity, or 24% of 2019 sales. This consisted of our quarter-end cash balance of $901 million and our undrawn revolver of $1.5 billion. You might recall that at the end of December, our revolver capacity was $1.2 billion, but in the middle of March, we worked with our bank group to increase the capacity to the new level. thereby bolstering our liquidity by $300 million. It's also important to note that we have a leverage ratio that is more than two turns below the covenant in our revolving credit facility, which means that we have full unfettered access to the $1.5 billion facility. Adding to this, last week we entered into a 364-day delayed draw term loan facility which provides us with an additional $750 million of liquidity. To be clear, we don't think we need this additional liquidity to manage through the current environment. Instead, we put this facility in place as an insurance policy to support any potential financing needs at closing related to a Delphi Technologies transaction. Nonetheless, the facility is available to us right now, prior to any such close, which simply means that we have that much more liquidity today. Finally, while we're not providing specific earnings guidance, we did want to give you color on our free cash flow outlook. In light of our first quarter results and our success thus far in managing our working capital, we expect to generate positive free cash flow for the full year in the range of $100 to $300 million, even in the challenging environment suggested by our revenue outlook. That's a testament to the strong financial condition of the company. Our board's confidence in our financial condition was evidenced by their decision to maintain our current dividend at this time. However, I would note that given the current global macroeconomic pressures, we don't expect to be executing on our share repurchase program in the near term. So let me summarize my financial remarks. Overall, we had a solid quarter in spite of the industry pressures, delivering strong outgrowth and positive free cash flow. We expect the markets to remain under tremendous pressure throughout the year, down 25% to 31% from last year, yet we expect to deliver positive free cash flow. And finally, we have significant sources of liquidity to manage through this environment. As a management team, we are taking the necessary actions to navigate through the current environment while ensuring the company is strongly positioned for the eventual industry recovery and our future profitable growth. With that, I'd like to turn the call back over to Pat.

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

At this time, I would like to remind everyone, if you would like to ask a question, press star 1 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 submit yourself to one question and one follow-up question. We'll pause for just a moment to compile the Q&A roster. First question comes from John Murphy with Bank of America.

Good morning, guys. It's great to hear from you, and thank you for all the detail and the stab at the outlook for this year. It's very helpful. Just really a first simple question. As we look at slide six, there's some variability that you're indicating around the second quarter, but we're in the second quarter. So I'm just trying to understand, Fred, when you were mentioning mid-May restart versus mid-June restart, sort of as some of the scenarios you're looking at, You know, we're hearing, you know, early May, which is what we're in right now for Europe and mid-May for North America. So, I mean, that information should be reasonably available to you from your customers. I'm just curious, you know, on scheduled releases, you know, what kind of information and lead time you're getting from your customers that hopefully can eliminate some of that, you know, variability and scenario planning, you know, and how much lead time you expect from them. Because it just seems like some of the stuff should be reasonably well communicated to you at this moment for the restart.

John, there is a wide range of restart dates and restart scenarios. I think we have to not think about just the date of restart, but at what level of capacity will it restart. And it is changing daily, both from a restart date and ramp-up production. So I think it still varies, and we still have a lot of uncertainty in Q2 from a volume perspective.

Okay, so it would be fair to say that you're getting some communication on restart dates, but obviously the uncertainty is still flowing down from the customer, so there's still tremendous uncertainty on what the levels of the restart even mean at this point. Is that a fair assessment?

I think the fair assessment is that we are in constant communication with our customers, and, yeah, we're following that very, very closely. And, yeah, things change. Things do change.

Okay, and then maybe just a quick follow-up. I mean, the 26% decrementals on the lower volumes, you know, towards the end of the first quarter is very impressive. As we think about sort of the pressure in the second quarter and throughout the year, I mean, is that the kind of number we should be thinking? Are there any actions that might make that better? Or because you're lower in the cap U curve, maybe it'll be a bit worse? I mean, how should we think about sort of bracketing around that 26%, which was very good performance in the first quarter?

Yeah, I think we were pleased with that 26% as well, and that's really a function of a lot of the cost restructuring actions that we were executing on throughout last year that we announced back in April, and it allowed us to manage the decrementals now, and we're seeing the benefit of that. And that's even while we were investing additional dollars in R&D in the drivetrain segment. So a good result all in, all things considered in this environment. I think with the pace at which production is coming down on a year-over-year basis, I think it's still challenging to manage decrementals that are something less than a 30% range in this type of an environment. I think that's a reasonable directional proxy to think of how to think about our decrementals going forward.

Okay, that's very helpful. I'll pass it off. Thanks so much, guys. Thanks, John.

Next question comes from David Leiker with Beard.

Good morning. This is actually Erin Weltenbach on for David. So my first question is just about if you can kind of walk us through what you're assuming in terms of the Q3, Q4 production scenarios that you put on your slide, what that means in terms of kind of the pace and the cadence of OEM ramp-ups in the back of the year, any color on that.

So we are looking at, you know, your question is very broad, but Let me give you some color here. So on the high scenario, we're looking at 25% down for the full year. We're looking at a 53% down in Q2, 16-ish in Q3, and about 10 in Q4, and the low scenario would be a little bit lower than that, especially in Q2, as you've seen in the chart on the page that John alluded to. So what matters is really when customers restart and how fast they restart. And I'm certainly not going to go customer by customer, but on an aggregate standpoint, this is where we are quarter by quarter.

Okay, that's helpful. And then just my second question is, if you can talk about kind of the drivers of outgrowth in Q1. I mean, obviously you mentioned a number of factors by region, but was there any impact on, you know, kind of stocking or timing benefits in terms of what you were shipping to OEM plants? And could there be a bit of a a delay, I guess, in what you're shipping in early Q2 as that production ramps back up. Thank you.

We don't think it's stocking. And we add in Europe our engine group stronger with actually stronger diesel demand and stronger new small gas engine demand. China DCT was strong and and also strong from an emissions business standpoint. And our turbo business was pretty strong in North America. So that's pretty much what drove the significant outgrowth in Q1.

Next question comes from Dan Galvez with Wolf Research.

I'm hoping you could talk a little bit about how headcount might have changed from year end to the end.

Dan, I think we lost you.

Can you repeat your question, Dan? We lost you.

I'll move on to the next question. We have the next question from Brian Johnson with Barclays. Please go ahead.

Yes, good morning or good afternoon if some of you are in Europe. A couple questions. First, could you comment a bit more on the decremental performance? Not only was it different between engine and drivetrain, when we think of the real production impact in the quarter, it was kind of the month of February in your China operations, and then second half of March in North America, Europe. So if you could give a little bit more color on the decremental margins, maybe ideally by geography, by division, if you don't want to go that far, at least kind of geographically, so we could begin to think through 2Q.

I think I would give it more directionally by the segments, the way we disclose publicly in its I mean, in the engine segment, you can see the simple math says that our decrementals were around 20%. That's because the bulk of the cost restructuring actions that we've taken over the past year have been in that segment, and they're getting the benefit of that even as they manage the decremental margins on lower revenue. I think you can see in the drivetrain segment, their decrementals came in in the low 30s, say, for the quarter on a year-over-year basis. But the bulk of that was because of the increase in the R&D spend on a year-over-year basis in that segment to support our electrification program. So if you were to strip out that increase in the R&D, they would have had the decrementals that are in the low 20s.

Okay. I guess what I was getting at is can we expect worse decrementals in 2Q because of your European and North American cost structure perhaps being less flexible than that in China?

Yeah, I think the decrementals are really driven by the pace at which the revenue is down as opposed to something unique about the geography. So I wouldn't expect that to be the driver of a change in decrementals. I think just the challenge of operating with significantly lower production, the magnitude of that decline is really the driver of a decremental that's probably at a higher rate, just like we experienced at points in time last year. I think this year it's even under more pressure. So something in that 30% zip code is probably the right way to think about us.

Okay, second question is we go in the second half. Can you talk a little bit about the impact, since you probably analyzed it, the impact of social distancing, PPE, sort of steps you're going to need to take in the factories and how that might affect productivity and margins? You know, in particular, do you have kind of operations where it'll be relatively easy as opposed to maybe, say, a crowded cut and sew for another parts supplier? to kind of keep the kind of protections that best practices dictate.

Brian, safety is where BoreWarner excels. We have extraordinary safety results from a TR and high perspective, and we're using exactly the same excellence that we have built in this company over the past decades to to restart production with safety and COVID-19. So we have done a tremendous amount of work to figure out how we would restart plant by plant, including exactly what you said, social distancing, which is possible, but not always, and PPE. But also, it goes way beyond the production Also, it impacts the way people break out, the way people do poses and so on. And all that has been looked at, and our plant managers have done a terrific job, wonderful job in getting our plants ready to restart.

And I just add to that, Brian, I think that's part of the reason, you know, when we talk about the 30% decremental, you know, it's a directional guide at this point. It's part of the reason we're not giving specific earnings guidances. I think there's a lot of variables when you have a revenue range that's from low to high, $750 million wide. Some of it can be what is the operational efficiency in the plant? It can be what are commodity prices doing? What's happening in the supply base? Are there struggles there? What additional cost actions might we take? So there's a whole host of things that I think we're going to be learning over the coming months that will ultimately impact what those decrementals are and how efficient we operate.

Okay, thank you.

Thanks, Brian. Next question comes from Noah Kay with Oppenheimer.

Noah, are you there?

Morning.

Now we can.

Yeah. Okay, great. Thanks. Sorry about that. You know, two-part question as you prepare to re-ramp. First, how would you assess the stability of the supply base? And two, how are you going

I think it was last known, too.

No, I think we lost you, but maybe we can answer that.

I can answer on the supply base. I would say that we are absolutely clearly seeing that the supply base is under some kind of stress. And to date, we've not seen any disruption, but the key for those tier two suppliers will be their ability to fund a production restart. We are applying all the best practices that we've developed when it is around managing supply distress over the past several years, but I would say now that, yeah, potentially this is clearly a different scale.

Sharon, we'll raise the next question.

Next question comes from Chris McNally with Evercore.

Thanks so much, Scott. I think we've had a couple questions on the decrementals this year. I know it's super, super early, but as we think about exiting the year, you guys used to give a rule of thumb that essentially incrementals could be in the high teens. you know, when production turns essentially flat to positive. Could you just maybe help us through, you know, I think a lot of us are trying to figure out the increased cost, you know, that comes when production restarts. So, you know, even trying for us to model sequential incremental margins, you know, do you think we'll still be able to achieve, you know, high teams into the low 20%, you know, when things get better sequentially Q3 into Q4?

I think that's how we think about it in terms of the way we manage our incrementals and decrementals. Obviously right now we're in the process of managing decrementals in the challenging Q1 as well as Q2, which will be under even more pressure as you can see from our revenue chart in terms of what we're expecting from a production standpoint. So right now we're in the process of managing decrementals, which means making sure we manage operational efficiency, supplier risk, and additional cost actions that we take to manage in that environment. And then that positions us as we start to see the rebound, whether you're looking on an incremental, sequential basis or a year-over-year basis, to be able to deliver something consistent with our historic guidance of operating in that high-teens basis on a ramp-up.

Okay, great. And then just a technical one. When we're trying to back-solve from maybe CFO to sort of an implied EBIT for the year, can you just talk a little bit about the working capital assumptions, are you assuming that you'll have a working capital inflow, which we would sort of expect, you know, given the production declines?

That's exactly right. And that's some of the tailwind that we've seen already in Q1, as well as heading into Q2, because we do run positive working capital. If you look really receivables, payables, inventory, we tend to run in the, call it around 12 and a half-ish percent. So I think when you think about the decrementals, you know, we obviously have real cash flow pressure coming from the decremental, but we also have an offset coming from free cash flow, or I'm sorry, from working capital, and we're experiencing that right now. Now, I would say in this type of an environment, and we all saw this in 2008, 2009, inventory tends to come out of the system much more slowly, but that said, we still run positive working capital when you look at receivables versus payables, and that's the real benefit that we're seeing at the moment. A couple other things that you should think about from a cash flow perspective as well is right now we're continuing in our planning assumptions, you can see at the high end, to maintain our capital investment at the levels that we operated with last year. And that's because with a company like us, one of our strengths is because of our liquidity and free cash flow profile, we can continue to invest in programs in the long term to support our customer needs. But obviously that's something we'll continue to monitor as the year goes on, whether we need to do anything differently there. So I think those are some of the key puts and takes as you think about cash flow. Great. Thanks so much, team.

Next question comes from Joe Spack with RBC Capital.

Thanks. Good morning, everyone. Kevin, just to follow up on that point and to be clear, that within your free cash flow guidance for the year, working capital is still a source? Because I would expect there to be some use of working capital as you have to ramp back up in the back half?

Yeah, I mean, when you ramp back up, it's a use, but net we're down on a full year basis in each quarter of the year, and so that allows it to be a pickup when you look at each quarter as well as the entirety of the year. So, yes, working capital is going to be a positive for the year. That's our expectation.

Okay, thank you. And then maybe just, you know, on the quarter, and I know this is – You know, all sort of prior guidance gets thrown out the window here. But, you know, your backlog, I think, previously was, you know, 400 to 530. We can mark that down, obviously, for sort of industry bond assumptions. But in the first quarter, really strong, you know, I think over 300 million you guys showed. So did that come in better than you were initially planning? Is some of that timing or maybe you could just talk a little bit more about, you know, how some of that backlog rolled in?

Joe, I think we're very happy with Q1. It was better than expected. We don't think that it's a pull forward of backlog, but we're not willing to assume that this outgrowth is going to continue at this point. We are watching especially the diesel demand that was strong versus our assumption in Q1. And also we're looking in great detail at China outgrowth.

Okay. And Fred, lastly, just back to the supply or stress comment. I mean, maybe you could sort of remind us what Borg's sort of done in the past, but how would you support your supply base to sort of ensure your supply if needed? I mean, is that just, you know, payment terms? Would it be sort of potentially, you know, taking them in, or are you hoping that some of those businesses will be able to rely on some government assistance?

Well, you know, we're using the same tools that we've used over the past, I would say, about two years when we started talking about the distress of some of the supply base in Europe. We know how to do it. We have risk management departments, and we understand all the levers that we can pull. You're right. What's a bit different now is that you might have some government state help and we will put this input in consideration when we decide what we do and how we do it. One of the key things is really to stay close to the supply base, close to the customers to understand ramp-ups and link it. Thanks.

And the next question comes from James Piccarello with KeyBank Capital Market.

Hey, good morning, guys. Good morning. I'm just curious, does the current environment affect the timing of your SG&A and COGS restructuring savings at all relative to the cadence you outlined last quarter? Is there a delay or possible acceleration in what you can achieve?

I don't think there's a significant movement one way or the other. We're going to continue to support funding of the restructuring actions that we identified and talked about back on the January call. In this environment, there can be some modest movements, just some timing movements pulled forward or even pushed out a little bit, but that's, I'd say overall directionally there's not a material change in what we guided to from the January outlook. We're still proceeding on that path. And the good news, I mean, that's You know, remember what we talked about when we announced that restructuring, that set of restructuring initiatives. We were trying to be proactive to manage unforeseen risks to offset potential unforeseen risks to manage our margin profile. We didn't anticipate COVID-19 necessarily, but here it is, is one of those unforeseen risks. And the good news is we were out in front of trying to make sure that we have an ability to sustain our long-term margin profile by taking those types of actions.

Got it. That's helpful. And just based on what you're willing to share, can you just walk through the rationale on the acquisition amendment, the 5% reduction on the conversion rate? Just curious what led you to that number, maybe from an evaluation standpoint. I mean, clearly compared to the original timing of the announcement, the world has changed pretty dramatically beyond just 5%, let's say. So any color there would be helpful.

Yeah, I guess the first thing I'd say about that is we remain confident in the strategic merits of this transaction. And so all of us see the long-term prospects of combining these two companies. And so remember what the nature of this consent agreement is that we signed up to this morning. It's to resolve an issue with an operating covenant. And we view the amendment then as a way to provide Delphi with the flexibility it needs to execute on its financial plan in this environment while protecting us from further unanticipated downside risk. The reduction in the equity exchange ratio that we agreed to is intended to compensate us for that additional risk we're taking by providing that covenant relief. And remember, the financials of all companies in this environment, BorgWarner included, BorgWarner, Delphi, others in this sector, have all been under pressure. And our stock prices reflect that. And since this is an all equity transaction, the effect of equity purchase price has already been impacted as a result of the environment we're in. So that's really the totality of how we think about this.

Okay, no, fair enough. That's helpful. And just last one on the strong diesel demand in Europe. This is a follow-on to the uptake in demand that you saw in the fourth quarter, which I don't think you expected to continue. So just, you know, what's your take on the carryover there?

Yeah, and we're looking at that in great detail. I would not call it a trend, and we're doing that study with a lot of – granularity, but we haven't seen this in registration. So I think it might be also due to the different element of diesel sizes, and we're more into the big diesels. But I would say that this is something that this is not a trend that we're ready to bet on yet. Actually, if you look at the penetration rate for diesel, it's still in Q1 2020 about 5% lower than Q1 2019. So it has happened, but I'm not ready to bet on the fact that this could be a trend. Thanks.

Next question comes from Emmanuel Wagner with Deutsche Bank. Please go ahead.

Hi, good morning. First question around the clarification around the backlog outlook. So it is close to $350 million in the first quarter. Is the right way to look at the full year outlook? The outgrowth pocket is essentially the backlog, in which case it's less than $400 to $500 or so. So are you assuming no a limited amount of new business over the rest of the year? And if that is the case, is that a result of delays or things that you're seeing, or is there an element of concertism in there?

We don't see major delays. I would say that Q2 to Q4 are in line with the prior... which is 150 to 250 basis point of outgrowth.

Okay, but what's my math? I don't know if Pat wants to chime in. Was my math right? Like is the 397 to 487 in the 2020 outlook, is that comparable with the 333 million you did in Q1 or is that a different thing?

Emanuel, I'll take you through the backlog math offline, but just mathematically, the way to think about it is the outgrowth through the remaining three quarters, the average will be that 1.5% to 2.5% that Fred referenced, which is in line with the prior guide.

Okay, understood. And then I guess just on a more midterm basis, so it's encouraging to see you're not seeing any delays as well as to see the strong outgrowth in the first quarter. From a high-level point of view, do you think there could be any structural changes in the case of adoption of various powertrain technologies post-COVID? Like, could there be some automakers pulling back on electrification if they're not under mandates, let's say, in North America, or vice versa? Could there be an acceleration of some other technology? Do you see anything changing the midterm mix of powertrain as a result of COVID-19?

So the first thing I would say, Manuel, is that our strategy of being balanced across CHNE makes it like it doesn't really matter for us. What I can tell you is that in China, we are not seeing any slowdown on electrification programs. We see things moving very fast from an electrification standpoint. In Europe, we see that the 2025 and 2030 regulatory on CO2 and emission leading to more electrification is not questioned. Actually, if you look at it in detail, in some countries, some programs related to electrification were deemed essential. In the U.S., it might take a little bit more time, but the U.S. will benefit from our great technology in the combustion standpoint, making engine cleaner and leaner. And wherever we are around the world, we will see electrification accelerating growth for BorgWarner and also a great product in combustion making customers happy when they decide to go and have a longer tail in combustion.

Okay. Yeah, I appreciate the call. Thank you.

Next question comes from Armin Pestinkovicius with Morgan Stanley.

Great. Thank you for taking the question. You know, looking at the exchange ratio here with Delphi, I understand it compensates for the additional relief that Delphi is looking for. But on the other hand, you mentioned you don't expect to be executing on the share repurchase program in the near term. And part of that transaction was adding some additional share buyback. So just trying to think through the implications for share buybacks and why you didn't try to take that into account with the exchange ratio.

With respect to the share buyback, we remain committed to the billion-dollar program we announced back at the end of January. I think all we're saying is that in the near term, in this environment, with all the uncertainty that we have, we don't think it's the prudent decision to be deploying liquidity at this moment to start executing on that program. We're subject to a number of blackouts anyway in the environment we're operating in as a result of where we stand in the transaction with Delphi. But nonetheless, I think just in the coming months, we don't think it's prudent to be executing on that. That said, we remain committed to the billion-dollar program.

Okay. Great. That's all I had. Appreciate you taking the question.

Thank you. We have time for one final question, and that question comes from Dan Levy with Credit Suisse.

Great. Thank you. First, we've seen others cut their own share buybacks and dividends to preserve cash. What's the rationale for why you've maintained your dividend? I mean, I saw you had zero buybacks in the quarter, but you're the dividend's place. So why keep that?

Yeah, I mean, ultimately, the dividend is a decision of the board of directors. But I think, you know, the way we as a management team think about it is the dividend is a commitment that we make to returning free cash flow to our shareholders. and generating $146 million of free cash flow in the first quarter with an outlook that suggested even under these difficult revenue scenarios that we're going to generate positive free cash flow for the full year. I think the board undoubtedly took that into consideration and thought it was good to continue to live up to its commitments to returning that cash flow to shareholders. Undoubtedly, that's a decision the board will continue to monitor each quarter as it looks at the environment and sees how things might be changing, but I'm sure that was the calculus that went into it. I think with respect to buybacks, you know, buybacks, we remain committed, as I mentioned, to the billion-dollar program, but the timing of the execution of those tends to be more discretionary, and so we're going to be prudent with the liquidity in this environment and look at the right timing to start redeploying the cash toward that buyback program, but we don't think now is the moment to do that.

Great. Thanks. And just a follow-up on the deal with Delphi. Assuming everything goes forward, you'll close the deal in a different world than what we saw at the time the deal was announced. And Delphi is probably going to be coming in with higher leverage. So how does the higher leverage ratio change the way that you think you will operate the go-forward entity? Is there maybe, are you going to have to be more aggressive on restructuring or would you have to adjust spend in different areas? So how does leverage change the calculus for how you think you may need to operate the go-forward entity?

Keep in mind when Fred talked through the slide, what we agreed to with Delphi as part of this consent agreement is to put a limitation on the amount of debt that can be outstanding at the closing. And in the grand scheme of things, when you think about that potential for incremental indebtedness, we don't think it materially alters our view on the expected leverage ratio or the financial prospects of the combined company.

Okay. So still the entire entity as a whole is still intact with this new requirement in place.

Yeah, I mean, remember, Delphi has, call it a billion and a half or so of debt. We have a couple billion dollars of debt, and we talked about the potential, not the requirement, but the potential that there could be additional net debt at closing of $115 million, according to the consent agreement we signed up for. So in the grand scheme of an entity that has $3 billion plus in debt, you know, that's not a huge number that really swings the overall leverage prospects of the company in a way that causes us to want to operate it any differently post-closing.

Okay, great. Thank you.

With that, I'd like to thank you all for your time and your good questions today. With that, we're going to wrap up the call and stay safe. Sharon, you can close the call.

That does conclude the BorgWarner 2020 First Quarter Results Conference call. You may now disconnect.