Donald J. Walker - Chief Executive Officer & Director Vincent J. Galifi - Chief Financial Officer & Executive Vice President.

John J. Murphy - Bank of America Merrill Lynch Peter Sklar - BMO Capital Markets (Canada) Paresh B. Jain - Morgan Stanley & Co. LLC Rod A. Lache - Deutsche Bank Securities, Inc. Brett D. Hoselton - KeyBanc Capital Markets, Inc. Patrick Archambault - Goldman Sachs & Co. Ryan J. Brinkman - JPMorgan Securities LLC Itay Michaeli - Citigroup Global Markets, Inc.

(Broker) Mark Neville - Scotia Capital, Inc. (Broker) Richard Kwas - Wells Fargo Securities LLC Colin Michael Langan - UBS Securities LLC.

Good day, ladies and gentlemen, and thank you for standing by. And welcome to the Magna International Fourth Quarter and Year-End 2015 Results. During the presentation, all participants will be in a listen-only mode. Afterwards, we will conduct a question-and-answer session.

As a reminder, this conference is being recorded today, Friday, February 26, 2016. It is now my pleasure to turn the conference over to Don Walker, Chief Executive Officer of Magna. Please go ahead, Mr. Walker..

Thank you. Hello, everybody, and welcome to our fourth quarter and yearend 2015 conference call. Joining me today is Vince Galifi, Chief Financial Officer, and Louis Tonelli, Vice President of Investor Relations. Yesterday, our board of directors met and approved our financial results for the fourth quarter ended December 31, 2015.

And we issued a press release this morning for the quarter. You will find the press release, today's conference call webcast, our updated quarterly financial review, and the slide presentation to go along with the call, all in the Investor Relations section of our website at www.magna.com.

Before we get started, just a reminder the discussion today may contain forward-looking information or forward-looking statements within the meaning of applicable securities legislation.

Such statements involve certain risks, assumptions and uncertainties, which may cause the company's actual or future results and performance to be materially different from those expressed or implied in these statements. Please refer to today's press release for a complete description of our Safe Harbor disclaimer.

2015 was another successful year for Magna. We made important strides to reposition our product portfolio for the future and in particular, entering into the transaction to acquire Getrag, which puts us in a great position to support automakers' needs for improved fuel efficiency, and disposing substantially all of our interiors business.

This business was not core for us and expect future returns do not support remaining in this product area. From an operations perspective, excluding the negative translation impact from the strong U.S. dollar and the reported results, I was satisfied with our performance.

Our North American segment generated strong sales and EBIT despite the headwinds of lower scrap recoveries, higher launch cost, and underperformance in certain operations. We believe we will overcome the challenges in these operations as we work our way through 2016.

In Europe, EBIT margins improved once again last year, and we see opportunities to make further improvements to returns over the next few years. In Asia, results by quarter were choppy in 2015 with a particularly soft third quarter. However, overall results were good, and our operations have performed well there.

In the Rest of World segment, we managed to reduce losses again in 2015 despite a very difficult volume environment. All in all, a year of good operating results for Magna. Looking forward, we are launching a substantial amount of business over the next few years.

This should allow us to continue to outgrow industry production, a trend that stretches back a lot longer than the 28 years I've been at Magna.

As importantly, we believe that Magna's ability to generate our vast capabilities and technologies position us well to supply a growing portion of the car in the future, which takes us well beyond our business planning horizon. We're going to have more to say about this at our Investor Day in Toronto on March 9.

With that, I'll pass the call over to Vince..

Thanks, Don. And good morning, everyone. I would like to review our financial results for the fourth quarter ended December 31, 2015. All figures discussed today are in U.S. dollars.

Please note that operating results for the interiors operations that we sold in 2015 are presented as discontinued operations and this review of results will address continuing operations only.

The slide package accompanying our call today includes a reconciliation of certain key financial statement lines between reported results and results excluding unusual items. In fourth quarter 2015, we recorded restructuring charges related to our European exteriors and roof systems businesses.

These reduced operating income and net income attributable to Magna each by $15 million and EPS by $0.03. In the fourth quarter of 2014, we recorded restructuring charges entirely related to our European exteriors and interiors businesses. These reduced operating income by $6 million, net income attributable to Magna by $5 million and EPS by $0.01.

The following quarterly earnings discussion excludes the impact of these unusual items. In the fourth quarter, our consolidated sales declined 3% or $222 million relative to the fourth quarter of 2014 to $8.6 billion. The weakening of certain currencies against our U.S.

dollar reporting currency in particular, the euro and Canadian dollar, had a significant negative impact on our reported sales for the fourth quarter of 2015. Foreign currency translation reduced our sales by about $770 million as compared to the fourth quarter of 2014.

Excluding the impact of foreign currency translation, our total sales increased 6% in the fourth quarter of 2015 compared to the fourth quarter of 2014. Reported North American production sales increased 5% in the fourth quarter to $4.7 billion.

Excluding the impact of foreign currency translation, North American production sales increased 11% while North American vehicle production increased 4% to 4.5 million units.

The North American production sales increase is a result of the launch of new programs and higher production volumes of certain programs partially offset by net divestitures and net customer price concessions. Reported European production sales declined 12% from the comparable quarter.

Excluding the impact of foreign currency translation, European production sales increased 1% while European vehicle production increased 7% to 5.5 million units. The increase was primarily the result of the launch of new programs and acquisitions completed subsequent to the fourth quarter of 2014.

These were partially offset by lower production volumes at certain existing programs, programs at end of production and net customer price concessions. Asian production sales increased 10% or $42 million to $473 million from the comparable quarter.

This was primarily as a result of the launch of new programs primarily in China and India, as well as acquisitions completed subsequent to the fourth quarter of 2014. These were partially offset by the weakening of the Chinese RMB against the U.S. dollar and net customer price concessions.

Rest of World production sales declined 49% or $82 million to $87 million for the fourth quarter, primarily as a result of the weakening of the Brazilian real against the U.S. dollar and lower production volumes of certain programs.

Complete vehicle assembly volumes declined 24% from the comparable quarter and assembly sales declined 15% to $628 million.

Excluding the impact of foreign currency translation, complete vehicle assembly sales declined 3%, largely due to the decline in assembly volumes on the MINI Countryman and Paceman as well as the end of production during the third quarter of 2015 of the Peugeot RCZ.

In summary, consolidated sales, excluding tooling, engineering and other sales, declined approximately 2% or $195 million in the fourth quarter, but increased 6% if you exclude approximately $685 million associated with the impact of foreign currency translation.

Tooling, engineering and other sales declined 3% or $27 million from the comparable quarter to $878 million. Excluding foreign currency translation, tooling, engineering, and other sales increased by approximately $56 million. Gross margin in the quarter declined to 14.4% from 14.8% in the comparable quarter.

The gross margin percentage was negatively impacted by operational inefficiencies in certain facilities, in particular at certain body and chassis operations in North America; lower recoveries associated with scrap steel; and higher launch costs.

These factors were partially offset by a decrease in the production of complete vehicle assembly sales relative to total sales, which have a higher material content than our consolidated average, decreased commodity costs; decrease in the proportion of tooling, engineering, and other sales relative to total sales that have low or no margins; a decrease in the proportion of sales earned in Europe relative to total sales which have a lower margin than our consolidated average, primarily due to the weakening of the euro against the U.S.

dollar; and productivity and efficiency improvement at certain facilities. Magna's consolidated SG&A, as a percentage of sales, was 4.8% in the fourth quarter of 2015, which is unchanged from Q4 2014. SG&A declined $8 million to $412 million in the fourth quarter of 2015, primarily due to the weakening of certain currencies against the U.S.

dollar and the elimination of Stronach & Co. fees at the end of 2014. These factors were partially offset by costs related to the investment in our IT infrastructure and higher professional and consulting costs. Our EBIT margin percentage was 7.7% in the fourth quarter of 2015 compared to 8.1% in the fourth quarter of 2014.

This decline substantially relates to the lower gross margin percentage of sales. Interest expense increased $5 million to $17 million in the fourth quarter of 2014 (sic) [2015] related to the increase in debt assumed to purchase Getrag. In Q4 2015, our effective tax rate decreased to 22.2% from 25.8% in the fourth quarter of 2014.

This was primarily the result of a benefit recorded on the write-off of historical tax basis in a South American subsidiary and a decrease in permanent items.

These factors were partially offset by lower favorable audit settlements, a decrease in utilization of losses not previously benefited, and an increase in non-creditable withholding tax on repatriations in 2015.

Net income attributable to Magna from continuing operations declined $23 million to $498 million for the fourth quarter of 2015 compared to $521 million in the comparable quarter. Diluted EPS from continuing operations was $1.22 compared to $1.24 in the fourth quarter of 2014.

The decline in diluted earnings per share was a result of a decrease in net income from continuing operations attributable to Magna, partially offset by a decrease in the weighted average number of diluted shares outstanding during the quarter.

The decrease in the weighted average number of diluted shares outstanding was due to the repurchase and cancellation of common shares pursuant to our normal course issuer bids. Let me now quickly review our cash flows and investment activities.

During the fourth quarter of 2015, we generated $773 million in cash from operations prior to changes in non-cash operating assets and liabilities, and $243 million in non-cash operating assets and liabilities.

For the quarter, investment activities amounted to $894 million, including $604 million in fixed assets, $221 million for acquisitions and a $69 million increase in investments and other assets. In the quarter, we issued €550 million of eight-year, 1.9% senior notes as well as CAD 425 million of seven-year, 3.1% senior notes.

And we repurchased 3.5 million common shares for $164 million pursuant to our normal course issuer bid. Overall, reflecting all these cash flow activities, our cash balance increased by over $800 million in the fourth quarter. The cash resources built up over the third quarter and fourth quarter were used to fund previously announced acquisitions.

Our balance sheet remains strong with $2.9 billion in cash as of December 31, 2015, approximately $840 million if you pro forma for the completion of the Getrag transaction. We also had additional $2.25 billion in unused credit available to us. And next, let me cover our outlook.

The only change to our 2016's full year outlook compared to that which we disclosed last month in Detroit was a modest increase in European light vehicle production. We expect 2016 European light vehicle production to be approximately 21 million units, up slightly from 20.9 million units in our January outlook.

We are assuming a slightly higher euro and slightly lower Canadian dollar, each relative to the U.S. dollar. Neither the currency movements nor the European volume increase were significant enough to change our previous outlook ranges. In addition, we have made no changes to our expected segment margin percentages of total sales.

This now concludes our formal remarks. Thanks for your attention this morning. We'll be pleased to answer any questions you may have..

Thank you. Our first question from the line of John Murphy, Bank of America Merrill Lynch. Please go ahead, sir..

Good morning, guys..

Good morning, John..

Just a first question on the two plants in North America that you're working through sort of the high-class issue of not having enough capacity because the volume was better than you're expecting.

I just wonder if you could give us an update on that specifically, but also more broadly as we think if there could be upside surprises to North American volumes through the course of 2016, how your capacity utilization more broadly sets up in North America and what kind of room you have to handle the potential upside..

Yeah. There was more than just volume. We had a lot of different issues there. And actually (15:45) finish here just giving a bit more color on it. We actually had three plants we talked about, one plant is performing quite well. The big one down in the States was a combination of a lot of different things.

We had some equipment breakdowns, we had – volumes were up a little bit, we had some problems in the tool room, we outsourced the dies, we had premium shipment. But we also had a couple of very big launches. Yeah, we're spending a lot of money on the launches. So, it wasn't all just because of volumes.

So, if the volumes go up, again, it depends on what program, but the bulk of the work there is on some new launches. So, I mean, the launches will be the launches as we get through the ramp phase..

John, I guess to add kind of little more color there just from a numbers standpoint. As Don talked about, there's actually – there's three facilities that we've been highlighting in Q3. One actually turned the corner and there's a couple more that we need to focus on making some improvements.

When you kind of look at what some of those inefficiencies were from a numbers standpoint, it's pretty hard to precisely quantify what those were. But our best estimate is that the inefficiencies cost us between $50 million to $55 million in 2015. And I stated they were more backend-loaded.

And if I kind of look at kind of Q3 and compare that to Q2 and Q1, they increased significantly in Q3. And Q3 and Q4 were roughly the same. I would just say Q4 was probably a little higher from an inefficiency standpoint than Q3. As you kind of look out into 2016 and we do have plans in place to tackle those inefficiencies.

I think when you get to kind of the end of the year – sorry, let me back up, when you look at kind of the current run rate at probably $20 million to $25 million a quarter, kind of Q3 and Q4, in each one of those quarters.

By the time we get to the end of year, we expect to eliminate half of that current run rate, and dealing with the remaining part of those inefficiencies beyond 2016. And these plants continue to launch business and we see sales ramping up in particular, in the fourth quarter of this year..

Okay, but then more broadly, I mean capacity utilization levels in your plant base in North America and the potential to support upside and particularly on trucks which are big for you, at Ford and GM..

Yeah. I don't think there's an issue. We would have to go through product line by product line, we've got a lot of content in the big trucks for GM and even raising their volumes. So, in some of the areas, we're running flat out, but we've been putting – and we've been exceeding the contracted volumes. So, we're supporting the customer.

I'm not aware of anything that if they go up where we're going to hold back production. I'd have to think about it from all the different product areas but that would be a good problem to have..

Okay, then just a second question, as we think about the Getrag acquisition, I just wonder if you could give us an update there? But also given the cost of capital was so incredibly low to fund this, I'm just curious sort of what your thoughts on acquisitions right now? I mean obviously there is room on the balance sheet but there's also seem to be room in the capital markets to fund some deals at very low cost.

So just curious what you are seeing there in Getrag right now as far as developments and what the opportunities are?.

Well, we certainly have more time to get into the details now that the deal is closed. We're going to be giving in the March review with the investors, March 9, because we're going to be talking more about the Getrag products and why we think they're interesting, so we'll give more detail then.

But overall, it's pretty well what we expected in our due diligence, pleased with what we see so far. It's too early to make a lot of comments about the business plans and then joint ventures and everything else.

But I guess as far as acquisitions are concerned, Getrag was a big one, and we made a couple of other smaller ones, but we still have to absorbment (20:18) in their Cosma operation. We're continuing to look at things. I guess from a cash standpoint, we have the balance sheet.

We could make more acquisitions and it'd be interesting to see what happens with the economy, what happens with valuations, with public companies that translate into private companies as well. So, we'll continue to look and if we see something that we like and all the criteria we've talked about before, we can make the acquisition.

And if not, then we have more cash available for the buyback program..

And, John, as you noted, the cost of debt that we were to able to achieve in Q4 was at a really good level. But as we're looking at opportunities, whether that's acquisitions or whether it's capital spending, we're not really looking at a hurdle rate that is the cost of debt.

We're looking at a hurdle rate that's going to be equal to or greater than cost of capital. It shouldn't be more than the cost of debt..

Got it, okay. And then just lastly, I mean you mentioned steel recoveries being a little bit of a headwind but raws being a benefit that's offsetting.

I mean, as we look at 2016 how should we think about raw materials? Because it seems like it should be probably somewhat of a net benefit, but just how are you thinking about that?.

There's actually two pieces to that, John, that you got to keep in mind. I think when you back out sort of steel which is under – a lot of it's under resale for us anyway.

You look at kind of resin, there's probably going to be some tailwinds there, so we may get some recovery, but what swings us to I believe to the negative is scrap recovery, scrap steel is still selling at pretty low levels, and scrap pricing was coming off as we progressed through 2015.

So, if you kind of calculate what the average scrap price was per ton in 2015, and where scrap steel is selling today, we're still below that. So, all in all, when you take steel scrap into account, we're going to have headwinds on the commodity costs in 2016..

Okay, great. Thank you very much, guys..

Our next question is from the line of Peter Sklar with BMO Capital Markets. Please go ahead..

Thanks. Don, you mentioned in your opening remarks that the Asian results have been pretty choppy through 2015, but in the fourth quarter your margin, I guess, it's your operating profit margin, really rebounded from the levels that we saw in Q2 and particularly from Q3.

So, just wondering if you could just give us a little more of an explanation of exactly what's going on in your Asian operations, which I believe is China which is causing these quarterly results to be so volatile or what caused the improvement in Q4?.

Yeah. Maybe Vince, you've got the....

Yes. Good morning, Peter. I think when you look at our sales outlook for Asia, of which a big part of that is China and which we gave not that long ago and where we ended up. We actually ended up on the sales side exceeding the top end of our range.

So, as you're doing that, what you're seeing is some incremental margin falling through which are impacting overall margins in a positive way. And keep in mind that there is launch activities with new facilities going on in China.

The base is still pretty small, so a $3 million or $4 million, $5 million business on higher or lower launch costs or higher or lower new facilities start-up does have an overall pretty substantial impact on the reported number.

So again, as we look at longer term in Asia, we continue to see margins expanding as we continue to ramp up the new programs as well as some of the new facilities..

Okay. And in terms for your plans for India, I take it you're going to be deploying further capital there and do you think that will be a drag on the overall result of your non-North American, non-European operations..

Yeah. We don't have a lot going on in India. I'm just trying to think we've got some launches going on. There's no substantial launches. We've got the plants that we're launching. The big capital ones would be for Cosma and the capital is already there. So, they're going through a launch.

The growth in China is way bigger than the growth in India, so I don't think India will have substantial impact..

Okay, and then just lastly I'm wondering if you could comment on your plans for Brazil and Argentina. There just doesn't seem to be any end to the political and economic issues in those regions.

And I mean it seems like your plan thus far has been to minimize losses, which you've done a good job at, but I'm just wondering what the endgame is, is it just to wait it out or is there something you can do?.

stamping; we've got seating, and we've also got some closures business, a little bit of mirrors. Our strategy has been – and that's one of the reasons we've made operational improvements, we did have some launches. We've made some acquisitions. So we will continue to make improvements with the currencies, with the inflation.

We've had some pretty tough discussions with our customers. And, I think, every other supplier would have as well but they're losing money there. So our strategy, quite frankly is, to continue to make operational improvements which, I think, we're doing a good job of. Continue to talk to our customers about getting recoveries on what are reasonable.

Some of the customers are more cooperative than others. And we're not quoting new business down there unless our customers agree, going forward, that they will have a pricing formula. It's hard to shut operations down there. We're not investing much capital.

We're not winning much business other than the replacement business where we think we would like to get it. So we're basically going to wait it out and we've been able to cut our losses in about half the last couple of years.

Who knows this year? I doubt we'll cut them in half, again, depending on where we see the market going and the currencies and everything else. But it's such a volatile place to do business. But we're going to do very little and we'll just see what happens with the results.

It's a pretty small part of our business and will probably be smaller going forward..

Okay. Thanks very much..

Our next question will be from the line of Adam Jonas with Morgan Stanley. Please go ahead..

Good morning, everyone. This is Paresh Jain in for Adam.

A couple of questions on a more broader level, for complete vehicle assembly business, can you guys tell me what kind of quoting environment you're seeing there? And are you still quoting for business that could start on or before 2018?.

A couple of years ago, we talked about what we were doing in Steyr and it's a business where for the most part we need to have quite a bit of lead time because the nature of the business depends if it's new launch or just excess capacity. We've been working hard and we give an outlook where the sale is going to be, so we are in good shape there.

There's a likelihood of us winning new business right now that'll launch in 2017 fairly unlikely (27:59).

Sometimes there's some short-term takeover work which we can get in there, but the operation we have in Steyr and Austria will be substantially full in the out years 2018, 2019, and typically we can look at the loading out six years, seven years, eight years, nine years out there, but there is a lot of interest from a lot of customers in smaller volumes and some new entrants are looking at doing this.

So, we like the business unit. It's performing well. I was a bit concerned about a couple of years ago. We've had to slow down until we launched the new business we won, but it's a good business in the engineering part of that operation that we get those contracts on an ongoing basis. So, that's just regular business for us..

Understood. And just one follow-up on Asia.

If you look at the last two years' margins around 8%, if you were to hold those margins for 2016 as well, what kind of volumes would you need to see in Asia and particularly in China?.

Well, if you kind of look at the guidance we gave in January for Asia, we're guiding at 6% to 7%, which is lower than what we actually recorded in 2015. And there's some – one significant thing that impacts margins negatively in 2016 and that's acquisition of Getrag.

As we talked about before, Getrag is launching quite a bit of business and just consolidating the Getrag results in 2016 for our Asia segment is going to, on a year-over-year basis, reduce margins by about 0.6%. So, if you take what we've kind of ended up for the year of 7.5% and you take away the 0.6%, your comparable number really is about 6.9%.

And we've got a couple of other things that are going to impact margins in Asia, and we do expect sales to grow between 2015 and 2016. But what's going to impact us is just higher launch costs. We are ramping up additional business.

Some of the things that are going to help a little bit is going to be the consolidation of the joint venture with our Cosma Group. Internally, we call that our Stark-Hughes (30:21) joint venture. There's some contribution from new programs that are also going to contribute to overall margins.

But Getrag and certainly when you look at the launch costs all in all, we expect it to be a little bit downward pressure compared to where we ended up in 2015..

Understood. Thanks for the color..

Our next question is from the line of Rod Lache from Deutsche Bank. Please go ahead..

Thanks. Just a couple things. You're for North America guiding to 10% margin for this year, you are at 9.8% already in the fourth quarter with that $25 million headwind. I was wondering if you could just describe for us what some of the challenging factors might be as you look out to 2016 and how we should be thinking about the exit rate for the year.

And similarly, as we think about Asia, just given the volatility from quarter to quarter, but you have a fair amount of growth there.

So any thoughts on what we should be looking forward to kind of as an exit rate for 2016 margins?.

Yeah. Rod, when you look at the benchmark, so 2015 if you run the numbers, our EBIT margin was 10.2% in North America. Where we've been guiding to for 2016 in North America is approximately 10%.

And what's impacting us there on the negative side is commodity costs which, I don't know if you listened to my earlier answer before, is going to be essentially commodity ex scrap recovery, less scrap recovery. We actually do have increased launch and new facility activity in 2016, which is going to be a negative.

Getrag is also in North America a negative operating margin and a big part of that is purchase price amortization, but it will impact reported operating margins. We're going to see some contributions from new programs because we have been launching some programs kind of towards the end of 2015 and we'll continue to launch.

That'll give us some benefit. And in terms of operating performance, we should get some benefit. We specifically talked about some of those underperforming operations in our stamping group before, and we talked about kind of inefficiencies being roughly kind of $50 million to $55 million for 2015.

We'll see some improvements sequentially kind of on an equal basis throughout 2016, but we don't completely eliminate some of those inefficiencies by the end of 2016. They'll continue to improve as we move into 2017 as business ramps up.

So in terms of exit rate in the quarter, I haven't really given specific color on the quarter, but we are guiding up in 2018 to around 10.5%, but I think that's going to mean that we're going to be exiting a little higher than we're coming into the year..

Okay.

And Asia?.

You mean exits?.

Yeah. You've got growth and operating leverage there.

So is there a milestone that we should be looking forward to as we think about later in the year?.

Rod, you know what, I don't have that information in front of me. I can just tell you that we do have a ton of activity going on in Asia. And as this business ramps up, as I look at the three-year business plan, margin is expected to get to kind of 9% to 10% over that three-year period. So I just don't recall what the cadence is per quarter in 2016..

Okay. And can you.....

Overall in China, and China is that segment, just a little bit in India, but overall we do have some launches going on. No particular problems, knock on wood. And we do have the joint ventures from Getrag which we're going to be growing.

So I think a lot of it will depend on does the market go up a little bit like we're anticipating, what's the split of the sales like with customers and how does that line up with us, but overall in China things seem to be going pretty well..

Great. Thank you. And just lastly, just a few housekeeping things. You mentioned that raw material because of scrap would be a headwind and you've got some EBIT headwind as well from the Canadian dollar and the euro.

Can you provide any quantification of what's the magnitude of that both from an EBIT perspective?.

No, Rod, we don't get into quantifying those elements, so we can't help you there. Sorry..

Okay.

How about the buyback pace lastly? Any thoughts on how we should be thinking about that?.

Yes. You know, Rod, we're not happy with our valuation today. You kind of look at our performance in 2015, our outlook that we gave in January given the growth in our business in all our segments, expansion of margins in essentially every segment and we're trading at I think, we all think at a deep discount. We think the stock's undervalued.

When you look at where we are from a target leverage ratio, we ended up the year at about, I think, it was 1.23, and if you pro forma for Getrag, we're about 1.22. We certainly have the room available under our normal course issuer bid and room available under our target capital structure to be buying some stock.

And given where the stock price is today, we expect to be buying back some stock in 2016..

Great. Thank you..

Our next question from the line of Brett Hoselton with KeyBanc. Please go ahead..

Gentlemen, how are you? Can you hear me?.

Yes, Brett..

Hi, there..

Okay. So a couple of quick questions. First, following on the last question, share repurchase. I'm kind of looking at your history here and it kind of bounces around a bit.

So in the past 2013 to 2014, you had a 40,000 (sic) [40 million] shares authorization, and you had another 40 million shares in 2014, 2015, and another 40 million shares in 2015 and 2016. And if I understand the rules in Canada correctly, the idea of an authorization is not like it is in the U.S.

My understanding is in Canada you come out with an authorization, you intend to complete that authorization to the best of your ability, doesn't mean you're going to be perfect. In 2013, you did 35 million shares out of 40 million shares. But then in 2014 and 2015, you did 12 million shares out of 40 million shares.

And you've done 3.6 million shares out of 40 million shares or at least that's what I'm looking at your auto show thing here. And so I guess what I'm wondering, and you did another 3.5 million shares this quarter, if I'm not mistaken, if I remember correctly, which is not a pace of 10 million shares a quarter.

So I guess I'm kind of wondering how do I think about the pace here because it seems like it's bouncing around some, and it's certainly not pacing at 10 million shares thus far this year.

And so what do I think about the progression or how should I model it, I guess, is my question?.

Yes, Brett....

If you were me, how would you model?.

...you threw in a whole bunch of facts, and I think you're accurate on all of those things. We actually did buy back just over 3.5 million shares in Q4. Remember, The new bid came into place, I think, it was in the middle of November. So we had just over a month to complete that share buyback.

If I look over history, in some cases we bought or have been very close to the maximum that's been authorized; in other years, we haven't. And if you think about what our capital strategy has always been about is we do generate quite a bit of cash from operation.

And our primary objective would be if we find the right opportunities, whether it's an acquisition or capital expenditures to invest it in a business, because we think we're really well-positioned to continue to generate some decent returns.

And to the extent that after doing all that, you still have excess sort of liquidity from a target capital structure standpoint, we'll be buying back some stock. So in the years we haven't gone out and bought the maximum amount, if you think about just even last year, think about what we did. We went out and we bought Getrag.

We bought it on and closed it on January 4. We ended up doing a transaction in the UK for Stadco and the Stark-Hughes (39:37) joint venture that I talked about earlier all used up cash.

So make a long story short, as I look at where we stand today, we've got about 36.5 million shares that we're able to buy under our normal course issuer bid, which expires on November 2016, depending on what stock price you use, the $35 or $36 stock price or higher, and you're running kind of $1.2 billion, $1.3 billion, $1.4 billion, $1.5 billion and we have the capacity within our target capital structure to be able to do that.

Now whether we do all that is going to depend on the opportunities we see in the business. It's also going to depend on where we want to land in that target structure. We're looking at a number of things that we may not be able to talk about we may be at the lower end. We do some things then we may be at the higher end.

But given where we ended up at the end of the year, we expect to be back in the market buying back some stock in 2016 as soon as we get out of blackout, which (40:46) after results..

Yes. And I'm going to maybe press you on that just a little bit farther by basically – so your remaining authorization of 35.5 million shares and if I divide that by three months or three quarters let's say, then I'll get basically 11.8 million shares.

Now if I basically say, well, let's just divide it by four because we're kind of part way in, so it's 8.8 million shares, so let's round it up to 9 million shares. So if I round it out over the next four quarters, which obviously expires in November, I get 9 million shares per quarter.

Would you model 9 million shares per quarter? And in addition to that, your stock is really cheap.

So wouldn't you do more now because it's really cheap, if you really believe it's cheap?.

Well, you know what, Brett, I do think the stock's really cheap. You heard my comments before. I'm not going to go out and talk to you about exactly what my strategy is. But I can tell you my strategy is to go out and buy some stock..

Yes. Okay. Okay. I just think it'll be a great signal for the market. Now, Getrag, I just want to clarify. The notes that I've had in the past is it's basically neutral to earnings, including amortization in 2016 and it's accretive to earnings in 2017, including amortization.

Is my understanding correct? Has it been modified and maybe I missed it or is that still the same? And then, accretive to earnings in 2017, have you possibly given any indication of quantifying that? I mean, what does that mean? $0.01, $1, any thoughts there?.

Yes. No, I guess, we have not updated the color we've given on Getrag. And, again, Brett, if you go back to kind of the detailed presentation we gave in Detroit on our website, what we talked about it is for 2016, including purchase price amortization that it was going to be fairly neutral to earnings per share in 2016.

Excluding the purchase price amortization, we talked about EPS accretion of around $0.11. And that is expected to grow in 2017 and 2018. And I think what we said was in 2017, even with purchase price amortization, we believe this transaction is going to be accretive. But we haven't gone out and done more than that.

Just remember this is pretty early on for us. We've just completed this transaction on January 4. We don't have yet, as you can imagine, the first quarter results obviously done yet, and we're digging into and getting our own people involved in developing a bottoms-up business plan that's similar to what we do throughout the organization.

So give me some time and I will you some more color, but just give me some time to just scrub the numbers a little more..

Can I ask you this? In your initial presentation on Getrag, you said that the earnings are going to grow at a 15% rate. Would it be reasonable and even maybe conservative to take the $0.11 accretion in 2016 ex amortization and just run it out at 15%.

And I believe that would probably be conservative it would seem to me because you're probably going to do some restructuring and do probably some cost synergies there and so forth.

But if just take the $0.11 and multiply it by 1.15, is that may be a reasonable and essentially a conservative representation of the accretion in 2017?.

Brett, You know what, I think I've given enough color on Getrag. We just want to get some more of our people involved in trying to piece things together in the way we do things and we'll give some updates a little later. I don't really want to comment any more than that.

At this point, it's just hypothesis of saying what it would be for a quarter or for a year. Let's just get through the numbers. Obviously, we've done enough work and feel confident that it is going to be accretive with purchase price amortization in 2017 and certainly excluding PPA it's more accretive in 2017 over 2016..

Okay. That's very fair. And so I just figured I'd ask. So thank you very much and a very good quarter, gentlemen. Nice job..

Thank you, Brett..

Thanks, Brett..

Our next question is from the line of Patrick Archambault from Goldman Sachs. Please go ahead..

Yes. Thanks and good morning..

Good morning..

I just wanted to follow up on, I guess, one kind of shorter-term question, one longer-term. So out of the three plants, you have one that's actually sort of coming in line a little a more in Canada. You have another one in Canada and then the big one in the U.S. which I think is Kentucky, if I remember well.

Can you just go over that one a little bit more? It sounds like there's a big product launch coming there may be in the first half? And is that an opportunity to really address that since you're going to have some downtime to find engineering solutions to some of these issues that have come about?.

one of them is a takeover job for a customer from a supplier that couldn't launch, so we took it over very late and we've had a lot of issues just because we took it over so late and the customer understands it, but it's been a lot of inefficiencies. So it's not like we're running the plant down and then ramping it back up again.

We're running the plant pretty well full out, and then we're launching the new business. We've got new equipment going in for that. And the other business is ramping down and replacement is coming in. So it's a combination of both. So we've got a lot of people down there. We know what the issues are, we know what needs to get done.

But there's just a lot of work. And there's issues in the tool room with capacity. We had a couple of equipment breakdowns last year, which really threw us for a loop because we outsource a lot of different things. So it was a combination of a lot of things.

So if we don't have any major breakdowns and the launches go the way we expect and we can make the operational improvements we expect and we've got a lot of people there, then we have pretty good idea what's going to happen. So we'll just have to work our way through it..

Okay. Got it. Appreciate the color there. I guess just another quick one on China. Obviously, you guys participated in what was a better quarter than most expected from a volume perspective.

But can you just kind of give us a sense, like remind us what's your mix on under sort of 1.6 liter vehicles, which is obviously going to be the lion's share of the increase this year.

Can you just give us a sense of your positioning and maybe your customer base would be helpful as well?.

Well, yes, I can't help you on our mix in that range. We just don't have that level of detail available to us. In terms of our customer base, we are – now this is excluding Getrag, so it will be a little bit different with Getrag. But excluding Getrag in our business, pre-Getrag, we're about 85%, 90% international OEM.

GM, Volkswagen in particular are big customers of ours and we're growing with some of the others as well..

Got it. Understood. And then, finally, I know you've kind of addressed this during your – I'm sure you will go into more detail in your Analyst Day. But as we think about just the longer term growth drivers of the company and maybe we just stick with North America just for simplicity sake.

From a content perspective is it still like metal forming and Magna Powertrain that are the biggest sources of content growth there? I suppose there's an overlay of mix.

One thing that is remarkable is you guys are one of the few companies that's actually consistently grown content over the last seven years, so just wanting to get a better sense of that going forward..

Yes. Our growth in North America, I'd have to go through it to give you a real detail, but we're launching a bunch of new plants. One is a new high-pressure aluminum die casting plant which was of Cosma. But it's a very sort of advanced technology. That's a new plant. We've got a new lighting plant that's going up for a new business we've got.

We just launched a day shift (49:33) plant. We're putting expansions. We're spending a lot of capital here. So it's all over the map. It's not in any one or two areas. And we'll talk more at the Investor Day because I – Vince had mentioned earlier that we're not happy with our share price. If you look at our multiple compared to our peers, we're low.

If anything, I think we should be at least to what our peers are and maybe higher. But that's our opinion, obviously.

One of the things we're going to talk about is our product strategy, what do we see going on in the market about things like how fast electrification come, what's going to happen with autonomous driving, where do we see the volumes going, what's happening with the new legislation for fuel efficiency.

I personally think people don't understand our expertise and the level of electronics we have within the company. I also don't think people appreciate the technology we've got in product and process. So we're going to try and give more color into that and try and get people to understand we're not a metal-bashing, low-tech company.

We've got a lot of technology here. And we've probably haven't done as good a job of explaining that to people. And I think we've got lots of room to grow. We're big but all the feedback from our customers are they want to continue to give us business if we're competitive, because we execute well and we've got good technologies.

So we'll give a lot more color in the Investor Day..

Okay. Got it. Well, sounds like there's some good share opportunities in a lot of different areas for you. So look forward to the update..

Thank you..

Our next question from the line Ryan Brinkman with JPMorgan. Please go ahead..

Hi. Congrats on the quarter. Thanks for taking my question.

Firstly, just a follow-up to the North America execution questions from early in the call, how that feeds into the total corporate margin guidance of high 7% just kind of as the year progresses? So I think in an ordinary year maybe 3Q margin or 4Q margin might be softest, particularly with lower production in U.S. and Western Europe.

Should we be thinking about this tracking any differently this year given that you expect to lessen inefficiencies in back-half versus front-half?.

I think we do have the differences by quarter and there's no reason to think they'd be any different. That's basically holidays and shutdowns and things like that. And Vince just went through the loss we have in those divisions. We've been talking about $20 million to $25 million and that's going to be going down.

But if that goes down sort of in a straight line over the year, who knows, I mean it will go up and down, but I don't expect anything different really from what we've seen in the past as far as where the margins are by quarter..

Okay. That's helpful. Thanks. And then I know you don't typically provide free cash flow guidance. You talk about CapEx.

Anything you can say directionally, though, to help us this year, just given that it seems a little bit more challenging because we're less familiar with underlying cash flow dynamics of Getrag, then there's the Getrag launches, and then there's costs associated with the integration, some of which are cash, some of which are non-cash.

Anything you can say there?.

I think, Ryan, if you kind of look at the color we've given you, I think you'd be able to try to model something. We've given you operating margin. We've talked about D&A. We've talked about level of debt and interest expense and capital. I think it's all kind of factored into our overall guidance I think if you can take a view on that.

Certainly, as I look at cash flow, there are variabilities. There could be changes in working capital and delays in parts and tooling or ship them (53:18) a little earlier than we anticipated. But all in all, when I look at kind of our overall business plan, we're still generating excess cash flow even after paying dividends..

Okay, thanks. And just a last question. You do very good and outsized business with BMW and to a lesser extent German luxury generally. There's been some speculation that sales of luxury vehicles could slow. There's been some noise about choppier sales in the U.S. commentary from Mike Jackson, et cetera.

Just curious is there anything different there and if there is any particular strength or softness in luxury demand baked into your 2016 guidance?.

Yeah. It's interesting. Everybody has a different opinion. I think when we were down in Detroit for the first through second week in January, there was a (54:10) from the beginning of the week to the middle of the week people thought maybe we're going to see a drop-off. We haven't seen it yet.

I'm not that close to releases, but I haven't seen any drop-off. One of the things we'll be interested to see what happens is because of what's going on in China, there's probably going to be less luxury vehicles sold over there that could have an impact on various – the high-end producers.

I hadn't thought much about it, but somebody made a speech and probably a lot of people heard it in Detroit.

When we think of luxury vehicles, people are thinking of the higher end European cars, but I think there has been a little bit of a trend with the low gas price where people are now spending $70,000, $80,000, $90,000 on fully loaded SUVs, Ford, GM and other customers. So it may be a bit of a shift what people are looking to buy.

I don't really have any more – and IHS is someone (55:08) I guess will have better information. But we really aren't, at this point in time, seeing the slowdown that everybody is worried about, but I guess we'll wait and see what happens in the market..

Yep. That's helpful. Thanks. And nice to see the margin progression this quarter. Thank you..

Thank you..

Our next question from the line of Itay Michaeli from Citigroup. Please go ahead..

Great. Thanks. Good morning, everybody. Just to go back to the cash flow discussion, Vince, I think if I look at working capital the last couple of years, it has become a greater use of cash. And I was wondering how you're thinking about working capital in 2016 as you're growing the business.

And should we think about working capital maybe as a continued use of cash as you continue to grow revenue? And if so, is there a rough or general rule of thumb that you might think we could model that on?.

Yeah. I think when you look at working capital, generally, when I think about it, I look at it as a percentage of sales. So if sales are growing, you'd expect working capital, plus or minus, to grow. It could be lumpy quarter-to-quarter.

But I mean if you go back and did two years or three years, four years of analysis and looked at the percentage, it's probably not a bad way to think about it..

Okay. That's helpful. And then just a quick housekeeping, Vincent. I think you gave us the pro forma cash post Getrag. Could you also give us just a pro forma debt and EBITDA that you're using to get to, I think, the 1.2 times leverage? I don't think you have to issue any additional debt especially with the deal.

Just want to make sure I have the correct numbers on the numerator and denominator for the leverage..

Itay, I'll get back to you on the details on that business (56:50)..

Yeah. I have it..

Sorry, I can give you that information. On a pro forma basis, right, so this is as of I guess January 4, and Louis can get back to you with all the adjustments, but the adjusted debt which would include Getrag and leases and so on is about $4.4 billion and adjusted EBITDA is kind of in the $3.6 billion range..

That's very helpful. Thank you. And then just lastly, I think at the auto show presentation for Rest of World, I think you were kind of guiding for 2016 EBIT loss more or less in line with 2015. Just want to make sure that that's still consistent with your view today. It's a very tough and volatile market. Just curious to see an update on that outlook..

You know what, we're just a month away from what we did in Detroit. We have no update at this point. So no idea that our January view holds consistent..

Okay. Great. That's great. Thanks so much..

Yeah..

Our next question from the line of Mark Neville with Scotia Capital. Please go ahead..

Hi, good morning everyone. Just a few follow-up questions. Just first on the margins in Asia, you mentioned Getrag being a 60 basis point headwind in 2016.

I appreciate the extra costs, the investments you're making, but I guess our expectations were that the equity income would be accretive to margins in the region next year or are we sort of wrong in thinking that?.

Yeah. There are some investments that are going into – I mean, a lot of the joint ventures are really just starting, so there's investments in there. Eventually it'll kick in and that's why we have a big improvement in margin – and one of the reasons why we have a big improvement in margins in Asia going forward, but it's hampering us in 2016..

The other thing you've got is when you look at sales growth in Getrag, there is substantial growth in sales, their unconsolidated sales in Asia as the year sort of moves on, And as we started allocating purchase price amortization, there's a big chunk of that that's going to be allocated to Asia.

So what's hitting us in 2016 on the margin line is also amortization of the purchase price accounting in the segment..

Okay. Okay. No, that helps. I guess just....

(59:15) because it's ramping up, but you still have purchase price amortization that's hitting you in 2016..

Okay, you know that helps.

And I guess just high level on the region, any other puts and takes, sort of launch costs sort of eating into some of your incrementals on higher production volumes, is that sort of a good way to think about it?.

Yeah. Launch costs, yeah..

Okay. Maybe just a follow-up....

Launch costs are more in 2016 versus 2015 in Asia. That's....

Okay..

(59:41) yes..

(59:42) of Getrag..

Okay. And then maybe just, again, follow-up on the buyback. Looks like you've been quiet year-to-date. But it doesn't sound like anything to read to in there. Just I guess, just busy with Getrag and just being in blackout.

I mean no macro concerns, I guess?.

Yeah. We've been absolutely quiet from January 1 because we went into blackout on December 31. And we'll come out of blackout at the end of this week..

Okay..

I'm not sure whether it's Monday or Tuesday next week..

Okay. Thanks a lot..

Thank you..

Our next question from the line of Rich Kwas with Wells Fargo. Please go ahead..

Hi. Good morning, everyone. Just two quick ones. Don, how would you frame the preferences for M&A going forward post Getrag? Is this powertrain still a focus? I know you've also talked about seating in the past, metal components, et cetera.

How would you rank order at this point?.

I still think our powertrain group is going to be quite good, and I think there's a lot of changes in powertrain. But we also have to – we've got a lot going on in our powertrain group and we're going to have to absorb the Getrag organization, which is big.

So if there is something great came along we could do it, but I think we got our hands full right now. We made two acquisitions in Cosma, and Cosma has got a lot of growth.

So, unless there's something where it naturally gets or gives us geographic or new customers – we're going to talk more about our electronics strategy when we have our Investor Day, with that scenario where there's a lot of technology going on, whether that's in driver systems or other capabilities for electronic control modules, et cetera, and other area we're interested in.

So, it really could be in any of our core products going forward. I think valuations are pretty low right now, whether it's a public company or a private company, they typically go hand-in-hand.

So, we'd be looking for – we've got internal priority but if it's a growing product segment going forward, you have good technology and we can handle it, then we'll be interested. But we've just completed a very big acquisition, so we're continuing to look but we're not desperate to go and buy something just for the sake of buying it..

Okay.

And then, Vince, on the headwinds for this year going from $20 million to $25 million down to $10 million on a quarterly basis, do we think of that in terms of the exit rate? Is that $10 million – if we multiply that by four for 2017, is that the right way to think about it or should we think of it by the end of 2017 everything is basically zero, so goes from $10 million or $12 million at the end of the year and then over the course of 2017 it goes to zero? Is that the right way to think about it?.

Yeah. Let me answer that. When Vince was talking about, what we tried do, we spend a lot of time in these division, I've been down there personally, we have had a lot of management down there. So, we try to understand where the losses were and there's a lot of different factors. So, what Vince has been talking about is the inefficiencies.

So, we have launch costs as well and we're going to get to the launch cost because we're launching all these products, so that's going to make improvements. Vince is talking about taking the inefficiencies which we identified as premium grade, over time, outsourcing the equipment on and on and on.

So, I would hope, when we get into 2017, we're through them. We'll be 100% through them, probably not, we don't even track that particularly.

But the inefficiencies should continue to wind down and I don't want to see any inefficiencies there, so I don't know, I can't project anything, we haven't got into 2017 yet, but those should eventually go away as the plants stabilize and they get their product launched and we're in normal mode..

Okay. Yeah. That's what I meant, inefficiencies, I apologize. Thanks. That's all I had..

Our next question from the line of Colin Langan from UBS. Please go ahead..

Great. Thanks for taking my question. Free cash flow came up a couple of times. Any color on broadly why it's down year-over-year? It seems like down quite a bit.

Any reasons to maybe talk about next year?.

So, when you look at the amount of cash or free cash flow in the year, I guess one thing we've got is we've got bigger investment in working capital in 2015 versus 2014, that's bringing that number down. Sorry, let's back up. The biggest change, I'd say, in free cash flow 2015 to 2014 is foreign exchange translation.

And we just talked about how substantial that is on sales and obviously impacts operating income, obviously impacts cash flow. So that, I would say, is sort of the biggest change.

When you look at some of the other bigger items that are impacting free cash flow is going to be investment of working capital and sales ramp up we'll make incremental investments in working capital and capital spending, when you look at where we ended up for 2015, we're almost at $1.6 billion even with movement in exchange rates.

And we are under $1.5 billion last year and as we're looking at 2016, we're guiding capital, including Getrag, to be higher than where we are in 2015. So, that's not going to impact free cash flow.

The other thing that sort of pops up in my mind when I look at free cash flow is investment in other assets, which is really tied to new program launches, and that's been growing. But that's been impacting negatively cash flow. But we'll recover that, obviously, as these programs launch in the outer years..

Got it. And just to clarify your comments on the inefficiencies. They're running $20 million, $25 million. That will vastly improve by Q4 of this year. Is the full year still going to be a headwind or is that net-net because we only had $20 million, $25 million.

You had $50 million, $55 million this year? Does it cumulatively actually become a tailwind as it comes down into this year, or is it still in that year-over-year headwind though?.

Yeah..

That's for the full year..

I think when you think about it, when you are talking $50 million, $55 million, they were back ended for the last two quarters. We should be able to get that run rate down by the time we get to Q4, plus or minus half of where we are run rating at the end of Q4.

So, I think, when you kind of look at two quarters in 2015 and you're looking at four quarters in 2016 at a reduced rate, I haven't done the math, but it's going to be probably pretty close in absolute terms for the full year.

But to us, more importantly is, where were we in Q4, what's the run rate, are we bringing that down, and we're certainly with the plans in place expecting those operating inefficiencies to be reduced over time..

Got it. And just one last....

Yeah. Very complicated. I would hope year-over-year they're down slightly but we'll keep you updated if things change but it's – yeah, I think that's the best color we can get..

Got it. And just last question.

You had a couple of divestitures this year, how do you view that portfolio today, are you kind of done or are you always going to be strategically looking at certain things?.

We're going to continue to look at. What are we doing for our product portfolios? We're looking at where we – what we think the car of the future is going to be, where is the technology going? My personal opinion is that – and everybody talks about autonomous driving vehicles and electrification.

I think all these things comes slower than what – not what the industry thinks but a lot of outside analysts think. So, we're trying to take a look at what's the car going to look like in say, in 5 years, 10 years, 15 years, 20 years. Given our products, where are we making the best value from a return standpoint and our invested capital.

So, it is an ongoing process. I'm pretty happy with what we accomplished last year, especially our interiors business was quite challenging. The Getrag really strengthens our position and in powertrain, in their specific product lines with just general expertise.

But we are looking at other products and we will continue to fine tune but overall, it will be a work in process..

Okay. All right. Thank you for taking my questions..

And with that, gentlemen, our next question will be our final question from the line of Richard Hilgert with Morningstar. Please go ahead, sir..

Good morning, Richard..

Unfortunately, Mr. Hilgert has disconnected, sir. So, back to you with your closing remarks..

Okay. That was a long call. I appreciate everybody dialing in and staying on. Overall, 2015 was, I think, a good year. We did have some operating challenges which I'm unhappy about, but we look forward to another successful year in 2016, and again I appreciate you calling in. Enjoy the rest of your day. Thank you..

Ladies and gentlemen, this does conclude our conference call for today. We thank you, all, for your participation. Have a great weekend, everyone..