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Executives

Donald James Walker - Chief Executive Officer and Director

Vincent Galifi - Chief Financial Officer and Executive Vice President

Louis Tonelli - Vice President of Investor Relations

Analysts

John Murphy - BofA Merrill Lynch, Research Division

Ravi Shanker - Morgan Stanley, Research Division

Christopher J. Ceraso - Crédit Suisse AG, Research Division

Rod Lache - Deutsche Bank AG, Research Division

Todd Coupland - CIBC World Markets Inc., Research Division

Itay Michaeli - Citigroup Inc, Research Division

Peter Sklar - BMO Capital Markets Canada

Magna International (MGA) Q3 2012 Earnings Call November 8, 2012 8:00 AM ET

Operator

Ladies and gentlemen, thank you for standing by, and welcome to the Magna Third Quarter 2012 Conference Call. [Operator Instructions] Thank you.

I would now like to turn the conference over to Mr. Don Walker, CEO. Please go ahead, sir.

Donald James Walker

Thank you. Good morning, everyone. Welcome to our Third Quarter 2012 Conference Call. Sorry, we were delayed joining. Vince Galifi, our Chief Financial Officer, and I are in a plant in the Czech Republic, and we had some connection difficulties. And Louis Tonelli, our Vice President of Investor Relations is joining us from our Aurora office.

Yesterday, our Board of Directors met and approved our financial results for the third quarter ended September 30, 2012, and we issued a press release this morning for the quarter. You'll 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 as a reminder, the discussion today may contain forward-looking statements within the meaning of the 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.

Let me start by just saying that I'm very pleased with the results for the quarter. It's our best-ever sales, and also our best-ever earnings per share for a third quarter. North America, you can see from the results, continues to put up strong numbers. And Europe, we had year-over-year lower volumes, and we started to see some weakness in the German-based OEMs, and they're down in Q3 from 2011. And we see that continuing in Q4. However, we remained profitable in Europe for the quarter. As everybody has heard, some OEMs have announced upcoming plant closures in Europe, and there may be some more announcements by others given what's going on in the general economy, and specifically in Europe. We've also talked about what we're doing to make sure we have a competitive footprint here and the actions we're taking on some losing divisions, so we continue to look at that very aggressively. You can see that coming in the results, and we will continue to do what we need to do here based on what we're seeing from our customers and the market, and they have some impacts in Q4. We expect the actions we're taking and will continue to take in the Europe to yield improved operating results in the future. And that's our main goal.

In the Rest of World segment, we have a lot going on. We're making good headway in China, pleased with the results there. We have a lot of launches going on there. We also have a lot of activity going on in Brazil. In Brazil, we've improved the results in the quarter. However, we're still working through some challenges there, and we'll continue to work on that, but the results in China are right exactly where we expect them to be.

With the completion of the transaction buying out Frank Stronach's ownership in E-Car, we've integrated the component business, which is mainly electronics and electrical components for the Powertrain, into our Magna Powertrain operations, and the battery pack and vehicle integration operations have moved into our Magna Steyr business unit, which is where they came from originally.

On the acquisition front, we announced 2 acquisitions, both in the pump product area, late in the third quarter. I expect the -- we expect that to close after regulatory approval, and that should happen later this year. I'm very impressed with the technology and the manufacturing plants they have, great management team. It's a growing product area for us, so it was strategic on a number of fronts. And STT, that was a joint venture, that's closed, and that solidifies our position in North America in their product areas. So both acquisitions are good example of us continue to put our balance sheet to work to support technology and also strategic product areas.

Finally, we also announced that Frank Stronach has decided to step down from the board, effective immediately. That was in our press release. Frank is involved in a number of other activities, but specifically he's involved in the political scene in Austria. And I think Frank's point of view is he doesn't want to be confused in what his view may be from Magna's view. So the one thing which we're making quite clear inside in the company and also outside is that Frank has made enormous contributions over the many years to the culture and the way we structure our company, way we motivate people, and that's not going to change. But he has stepped off the board.

With that, I'm going to turn the call over to Vince before we open up for your questions. Vince?

Vincent Galifi

Thanks, Don, and hello, everyone. I would like to review our financial results for the third quarter ended September 30, 2012. Please note all figures discussed today are in U.S. dollars.

The slide package accompanying our call includes a reconciliation of certain key financial statement lines between reported results and results excluding other income and expense items.

In the third quarter of 2012, we recorded a remeasurement gain on our 73% interest in E-Car arising from the acquisition of the remaining interest in E-Car. This increased operating income by $153 million, net income by $125 million and diluted earnings per share by $0.53.

As part of this transaction, we recorded intangible assets of $210 million. This is comprised of an amount equal to the remeasurement gain of $153 million plus the excess purchase price overbook value related to the E-Car interest acquired. This amount will be amortized over 16 months commencing in September.

The Appendix outlines the gain and the amortization expense on earnings. The amortization impact in Q3 was a pretax reduction of $13 million and a net income reduction of $10 million. Over the next 5 quarters, the impact will be $39 million on pretax and $31 million after-tax each quarter. This asset will be fully amortized by the end of 2013.

In the third quarter of 2011, we recorded a charge associated with the disposal of our carpet business, and we reached an agreement in connection with the settlement of certain patent infringement and other claims. These items together reduced operating income and net income by $124 million and diluted earnings per share by $0.52.

The following quarterly earnings discussion excludes the impact of the other income and expense items but includes the amortization related to the E-Car acquisition. In the third quarter, consolidated sales increased 6% relative to the third quarter of 2011 to $7.4 billion. North American production sales increased 8% in the third quarter to $3.6 billion, partly reflecting a 15% increase in vehicle production to just under 3.7 million units. In addition, the increase is a result of the launch of new programs and acquisitions completed during or subsequent to the third quarter of 2011. Partially offsetting these were a decline in content on certain programs, programs that ended production during or subsequent to the third quarter of 2011, the weakening of the Canadian dollar against the U.S. dollar and net customer price concessions subsequent to the third quarter of 2011.

European production sales declined 2% from the comparable quarter, while Western European vehicle production declined 7% to 2.8 million units. For the quarter, the weakening of the euro against the U.S. dollar, lower production volumes in certain existing programs and net customer price concessions subsequent to the third quarter of 2011 were partially offset by the launch of new programs and acquisitions completed during or subsequent to the third quarter of 2011, including BDW and the carpet business.

Rest of World production sales of $493 million increased 35% or $128 million over the comparable quarter, primarily as a result of acquisitions completed during or subsequent to the third quarter of 2011, including ThyssenKrupp Brazil and new programs launching in Brazil and China during or subsequent to the third quarter of 2011. These factors were offset by the net weakening of foreign currencies against the U.S. dollar, including the Brazilian real.

Complete vehicle assembly volumes declined just under 2,800 units from the comparable quarter, and assembly sales declined 6% or $43 million to $620 million. The decline reflects the weakening of the euro against the U.S. dollar, lower assembly volumes for the Peugeot RCZ and MINI Countryman and the end of production of the Aston Martin Rapide in the second quarter of 2012 at our Magna STEYR facility in Austria. These were partially offset by an increase in assembly volumes for the Mercedes-Benz G-Class.

In summary, consolidated sales excluding tooling sales increased approximately 5% or $301 million in the third quarter. The primary reasons for this increase are higher production sales in North America and Rest of World, offset partially by lower European production sales and complete vehicle assembly sales.

Tooling, engineering and other sales increased 27% or $140 million from the prior year to $656 million. The net increase related to sales on a number of programs partially offset by the weakening of the euro against the U.S. dollar. Gross margin in the quarter increased to 11.8% compared to 11% in the third quarter of 2011. The increase in gross margin percentage was essentially due to lower costs incurred in preparation for upcoming launches, lower warranty costs and productivity and efficiency improvements at certain facilities. These factors were partially offset by increased pre-operating costs incurred in new facilities, an increase in tooling sales that have low or no margins, the net effect of the disposition during the third quarter of 2011 and subsequent acquisition in June 2012 of the carpet operations, our larger amount of employee profit sharing, operational inefficiencies and other costs at certain facilities and net customer price concessions subsequent to the third quarter of 2011.

Magna's consolidated SG&A as a percentage of sales was 4.7% in the third quarter of 2012 compared to 4.9% in Q3 of '11. We incurred increased expenditures and SG&A due to higher incentive compensations, acquisitions completed during or subsequent to the third quarter of 2011, including TK Brazil, E-Car and the carpet business, increased cost incurred at new facilities and higher labor, including wage increases at certain operations and other costs to support the growth in sales. These factors were partially offset by the weakening of certain currencies against the U.S. dollar and a $6 million revaluation gain in respect of asset-backed commercial paper.

Our operating margin percentage was 4.7% in the third quarter of 2012 compared to 4.1% in the third quarter of 2011. The higher gross margin percentage and higher equity income were partially offset by the higher depreciation and interest expense. You should note that E-Car amortization negatively impacted operating margin percentage by 0.2% in the quarter.

Our effective tax rate increased to 24.8% for the third quarter of 2012 compared to 22.2% in the third quarter of 2011. The increase primarily relates to reduction in the utilization of unbenefited losses in the U.S., partially offset by permanent items.

Net income attributable to Magna increased $39 million to $265 million for the third quarter of 2012 compared to $226 million in the comparable quarter. Diluted earnings per share were $1.13 compared to $0.94 in the third quarter of 2011. Diluted earnings per share were negatively impacted by $0.04 as a result of the amortization of E-Car intangibles. The increase in diluted earnings per share is a result of an increase in net income attributable to Magna and 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 primarily due to the repurchase and cancellation of common shares pursuant to our normal course issuer bids.

I will now review our cash flows and investment activities. During the third quarter of 2012, we generated $503 million in cash from operations prior to changes in noncash operating assets and liabilities and invested $63 million in noncash operating assets and liabilities. For the quarter, investment activities amounted to $363 million, comprised of $279 million in fixed assets, $56 million on the purchase of subsidiaries and a $28 million increase in investments and other assets.

Yesterday, our Board of Directors declared a quarterly dividend of $0.275 per share with respect to our common shares. The dividend is payable on December 14 to shareholders of record on November 30, 2012.

In addition, subject to exchange approvals, our Board approved a normal course issuer bid to purchase up to 12 million of our common shares. This new normal course issuer bid is expected to commence on or about November 13 and will terminate in a year's time. Our balance sheet remains strong with $1 billion in cash net of debt as at September 30, 2012. We also have an additional $2.1 billion in unused credit available to us.

Finally, I would like to review our updated 2012 full year outlook. I will only provide a summary of our outlook since we covered the details of our revised outlook in our press release. With respect to our vehicle production expectations, we now expect 2012 North American light vehicle production to be approximately 15.3 million units compared to 14.8 million units in our August outlook. A large portion of that increase was reflected in the actual vehicle production for Q3 compared to our previous forecast.

We expect 2012 Western European light vehicle production to be approximately 12.6 million units, in line with our August outlook. You should be aware that Q3 production in Western Europe also came in higher than our August forecast, so in effect, we have lowered our fourth quarter expectations for Western Europe versus our prior outlook.

The increased vehicle production is expected to lead to increased sales in North America. In Europe, a higher euro relative to our previous outlook, is expected to contribute to higher European production sales and complete vehicle assembly sales compared to our previous outlook. As a result, we now expect total sales to be in the range of $30.3 billion to $31.2 billion compared to $29 billion to $30.5 billion from our August outlook. At the low end of the range, this would represent record sales for Magna.

We expect our consolidated operating margin percentage, excluding $52 million of amortization of intangibles related to the acquisition of E-Car, to be in the low- to mid-5% range in line with our previous outlook. We continue to expect our effective tax rate to be approximately 25%. And for the full year 2012, we expect fixed asset spending to be approximately $1.4 billion.

That concludes our formal remarks. Thanks for your attention today. We would be pleased to answer your questions at this time.

Question-and-Answer Session

Operator

[Operator Instructions] And our first question comes from the line of John Murphy, Bank of America Merrill Lynch.

John Murphy - BofA Merrill Lynch, Research Division

I'm just curious on Europe. I mean, the way that you're talking about Europe, I mean, you're indicating that the fourth quarter might be a little bit weaker than you expected before, but we saw a really good performance here in the third quarter. And it doesn't sound like you're talking about the fourth quarter quite as tentatively as or negatively, I should say, as some other suppliers are. I'm just curious what you're seeing there. And also, if we do see a decline in volumes, might we see an improvement in profitability as you have less problems with some of the facilities you've had with historically or recently, I should say?

Vincent Galifi

John, when you look at Europe, we're focusing on Western European volumes. And for the full year, we didn't change our guidance, the 12.6 million units. However, Q3 was higher than what we were expecting, so we're going to get some negative variance compared to our previous forecast on the volume front in Q4. Recall that about 70% of our business in Europe is of the German 3 [ph] and they've been pretty well outperforming the market for the first 9 months of this year. But as we look at production schedules for the German 3 [ph] for the fourth quarter, we are seeing some slowdown quarter-over-quarter. So when you sort of add it all up, given where we were in Q3 and what we expect in Q4 and changes in the exchange rate on the euro, we're expecting overall European sales to move up slightly from our previous outlook. With respect to -- John, to what does that do to operating performance in Europe, we really need to look at platform by platform, program by program, plant by plant to see whether that's a help or a hinder to overall margins. Generally, we do have positive contribution margin on our European sales, so a reduction in volumes will be a negative to earnings. Again, we factored in what we see for Europe in the fourth quarter in our full year operating margin guidance that I just spoke about recently.

Donald James Walker

Yes, the only thing I'd add to that is, we've been making pretty good headway in improving the results in some of our underperforming divisions. We still do have some launches we're going through, so if the volume is going to drop somewhere, we'd certainly prefer it to drop in Europe rather than North America. As Vince said, it really depends on what platforms, but overall, I'm pleased with the progress we're making in general on the operations. But we still have some plants we're having some real difficulties with. But from a -- for the most part, from delivery quality issues and a lot of commercial issues, we've been making some good progress on those.

John Murphy - BofA Merrill Lynch, Research Division

Okay. And then, If we think about Europe longer term, obviously there's a lot of capacity that is being at least shifted around, if not closed. I'm just curious, as you look at that and those changes are made and capacities moved, does that create an opportunity for you to potentially win some new, more profitable business in Europe because you have such strong relationships with a lot of these auto makers already?

Vincent Galifi

It will be interesting. There's a couple of dynamics going on in Europe. If there's a big slowdown, it will be interesting to see if there's a bit of a fallout in some of the supply base. We saw a lot of that in 2009 when there was a big downturn. It really depends on what customers and suppliers have. I would say as things shift, it really depends on what they're closing down, where does it shift to. Obviously, we've been looking at our footprint to make sure it's competitive. We are starting to focus more again on winning business as we get over a lot of the operational issues. So it's pretty hard to speculate what's going to happen, but I think it will be good overall for the industry. If some capacity is taken out, I think that will have some sort of ripple effect on the supply base. I think the consolidation of the suppliers will continue to happen. That's been happening over the past number of years. And we do have some very good operations here. So the good news is we still have identified a lot of areas we can improve in, and we just got to continue to execute it, and we'll see what happens as far as production. But you would expect it to shift to lower-cost regions from the automotive vehicle assembly, and we just got to be in a position to take advantage of that.

John Murphy - BofA Merrill Lynch, Research Division

Okay, and then just lastly on the raw materials. It looks like they were a very small, very, very small benefit in the quarter. Just curious as we see raw mats cost come down, will that flow through and be a benefit maybe in the fourth quarter or even out into 2013? Just curious as to why it's not a bigger benefit to date and if that is on to come.

Vincent Galifi

John, there's a couple of things you got to keep in mind with commodity costs. The biggest commodity we buy is steel, and the biggest of chunk of that is under customer resell programs. So we've been saying over and over as prices move up or prices move down, steel is not going to hit our overall operating results as a result of the resell programs. We do have some steel that we buy under, I would say, short-term contracts 1 year or so in length, and it really depends on when those were entered into and when they roll off and how we lock in again, and what impact that has on commodity costs in the fourth quarter of 2013, I just don't know at this point in time. Where we have more exposure is with resins. There is some resins that we buy in the resell, but there isn't an effective hedge mechanism out there. So we do see resin prices as they move do impact our commodity costs. There could be a time lag between when the underlying resin inputs change and our commodity costs change. But where that's going to be in 2013, at this point in time, I'm not ready to share that. We're in the middle of business plans, John. So as we talk about our outlook for 2013 in January, we'll give you our latest view on commodity costs at that point.

John Murphy - BofA Merrill Lynch, Research Division

Okay, and sorry, but just one last question, and cash is obviously fungible and you got plenty of it on your balance sheet right now. I'm just curious, the 2 acquisitions that you're making, will those be funded directly from cash that's on your balance sheet right now, or do you think you might draw down on the revolver to fund those?

Vincent Galifi

We're not going to draw down on the revolver. We're going to use existing cash on the balance sheet to pay for those. That's about -- when you look at both acquisitions in fourth quarter, we're going to be writing a check for about $450 million in aggregate.

Operator

And our next question comes from Ravi Shanker of Morgan Stanley.

Ravi Shanker - Morgan Stanley, Research Division

Can you give us an update on the CVA [ph] business and the outlook there with the loss of the Countryman contract and the basement [ph] and how that looks going forward?

Donald James Walker

Yes. There was an announcement by Nissan a number of months ago that they intended to do a vehicle, and I won't go into too much detail because it's their product. And they were looking at various options. They've decided to do it in a spot other than in our facility in Gratour [ph] or a different facility. So we didn't have the business. We're working on it, and they decided on a different result. BMW has made some announcement, what they're going to be doing, and I don't want to even say what the specifics are, because that's up to BMW. But some of the product that we're manufacturing could be moved to another location. All we care about at the end of the day is we have a manufacturing facility, we want to make sure we have the maximum amount of volume at the right price and to continue to have an operation there. So we continue to have very good discussions with BMW, and I would expect that, hopefully, they'll continue to see us as a vehicle engineering and assembly partner, and this is the impact will be out in the 2015 time period for what they're looking at doing with the product that we have today, and so between now and then, we just need to see if we can get -- continue to build that capacity. The very nature of that business is products come and go, lower volume, higher volume, their internal capacities, they're always trying to balance it.

Ravi Shanker - Morgan Stanley, Research Division

Right. And with the OEMs in Europe trying to right-size their footprint and close excess facilities, I mean, does that help or hurt that business in terms of are OEMs now looking at you as a secret weapon to flex their production? Or are they trying to fill up their facility as much as they can?

Donald James Walker

I hope they're looking at it to develop our production. I would say, obviously, as they take capacity out of the market, it's better for everybody. They have more profitability, it's better consistent volumes for our parts business. And for our Steyr business, if everybody's running full out, then there is more likelihood they will offload the peak, shaving or unique vehicles or multi-material-body vehicles that they may not want to make the investments in that we're quite good at. So it can only help if there is a restructuring of the capacity to right-size the OEM production capacity to where the market is.

Ravi Shanker - Morgan Stanley, Research Division

Got it. On North America, to get to the midpoint of your revenue guidance range, I think you'll need a pretty big step-up in mix in the fourth quarter. Are you seeing anything of that, or where is that coming from?

Donald James Walker

Louis, do you want to answer that one?

Louis Tonelli

It isn't mix. Really, it's just the impact of volumes. We saw -- some of the impact impacted us in the third quarter, but we have higher volumes than we've previously expected in the fourth quarter as well. Mix is not that significantly different.

Ravi Shanker - Morgan Stanley, Research Division

Understood. And last question, on your margins in Europe, I think you did a good job of keeping them positive this quarter. But they it step down from the first half despite a fairly similar year-on-year decline in production. Was there something to do with launch costs that were excessive in the quarter? Or do we kind of use the same level of decremental for fourth quarter production as well?

Louis Tonelli

I think when you look at Q3, whether that's in North America or in Europe, we're being impacted by the seasonality in our business. There's the summer shutdowns in the third quarter, and there's going to be the Christmas shutdowns in the fourth quarter. We continue to generate positive earnings in the third quarter. And in the fourth quarter, given our most recent volume assumptions for the quarter, we're still expecting to generate positive operating EBIT in the fourth quarter. Now to the extent that we book -- may book some accounting reserves or write-offs for restructuring or potential restructuring, overall, that may be a negative number once we determine if there's an amount and how big that amount is going to be. But from an operating perspective, we're expecting Europe to continue to be profitable in the fourth quarter.

Operator

Our next question comes from the line of Ryan Brinkman of JPMorgan.

Unknown Analyst

This is actually Amy in for Ryan Brinkman. I think you've kind of -- the comments you've given on Europe have been really helpful, but I wanted to shift the focus a little bit on your long-term guidance for that business. And if you could kind of just update us on, which inning do you think you are in terms of the 4 buckets you've mentioned previously, which is launch, new facility, commodity and underperformers. If you could kind of bucket that out?

Vincent Galifi

Sure. Let me -- what we've been talking about is we've been focusing on improving underperforming operations in Europe. And if you go back to the third quarter of last year 2011, we started to turn things around in Europe and we turned positive in the fourth quarter. What we've been saying is that it is going to take us some time to move our European operating margins to what we believe are acceptable margins on an overall basis, because there are some operations that are performing extremely well. And what we've talked about is that over our business plan period, which is a 3- to 5-year period, that we expect to move margins up to probably about half of where they are in North America. So I'm not sure whether, you call it what inning we're in, I'm not even sure what base we're on. I can tell you that we started to take action. We're seeing the positive impacts of our actions. And the other important thing is that as we meet with our businesspeople and they provide us forecasts for the future, they're hitting their targets and they're hitting their forecasts. So they got a lot of credibility in their numbers, which gives me a lot of confidence that we're going to continue to see margin expansion in Europe. But margin expansion is going to be impacted by launch costs, could be positive, could be negative depending on how many programs we're launching, and new facility costs. And when I look at 2012 for new facility costs versus 2011 in Europe, it's relatively flat, so there's no incremental cost in 2012. As we move into 2013, I expect our new facility cost to come down versus 2012. I don't know if I've given you some color, but I just don't know how else to portray what's happening in our business.

Donald James Walker

I'd say just let me add one thing -- I would say going back 1.5 years ago, we were really firefighting a lot of different areas, some delivery issues, we overbooked some plants so we have delivery quality issues, a significant amount of commercial issues, so I think for the most part in those 3 areas where we're over the quality delivery issues we started at a couple of top launches we're struggling with, we still have some underperforming divisions, so we have had a very aggressive world-class manufacturing initiative rolled out globally, including Europe. And I'm pretty pleased with what I'm seeing. We probably need another year to get to the point where we say we are where we want to be and then we still will have to figure out if we can't get a plant to that level, what we're going to do with it. But we've got a much better handle on what's going on now and a much better view on where we want to get to. So I won't repeat what Vince said about where can get the margins to half in North America over what time period, but I think that's still pretty accurate, and I feel pretty comfortable with that.

Unknown Analyst

Okay. And then just in terms of like I don't think in this quarter many suppliers have talked about price-downs, but are you guys seeing more pressure there, particularly in Europe?

Donald James Walker

I won't talk about specific customers, but I'd say one thing is it's nice to see some of our customers come out with pretty good financial results, certainly better than they were many years ago. It allows them to take a longer view. Most of our customers want global suppliers want to be us to be competitive. They always want a lower price, but I think their expectation is deliver them price reductions without hitting our bottom line. We're seeing some extra pricing pressure, but I don't think it's any worse than it was in the past couple of years, and I think we're in better shape, quite frankly, to be able to offset it so we're not in such a firefighting mode. If the industry continues to go down, I can't predict what the severity of the price reduction requests are going to be. However, I think you're going to continue to see a fallout in the supplier base and with suppliers that know what they're doing, know what their costs, I think people are pretty rational, and hopefully you come up to a win-win. So it's always a tough business, but I don't think it's any worse, particularly across the board than it was in the past.

Unknown Analyst

Okay. And this is the final question. In China, are you seeing any delays in your book of business? And how are you doing in bookings, new business? Just give us a sense of what you're seeing among your new customers and that market in general.

Donald James Walker

I'm not aware of any delays. There could be, but I'm not aware of any. Most of our customers, quite frankly, are our global customers or the supply partners they have there, so we know the customers pretty well. We have a lot of launches going on right now. As I said earlier, they are hitting our targets. I'm pleased with the launches we've got going on there given the amount of activity we have. We're not going to tell you how much business we're booking there. We can update our guidance in early in the new year. But I'd say we're pretty on track with where we want to be in China. If there's a slowdown, I don't think it changes things too much, quite frankly. Because we're relatively small in China, so I think we have an opportunity to grow, but the market will continue to grow, I think. Just depends on how fast.

Vincent Galifi

I think we can look at the first 9 months of this year in China production, it's lower than what we had expected at the beginning of the year. So that has negatively impacted the rate of growth in our Chinese operations, but we do have substantial growth there. So it's really just how fast things are growing for us, because we are, as Don talked about, putting in a number of new facilities, and a number of new programs are launching.

Operator

Our next question comes from the line of Chris Ceraso of Credit Suisse.

Christopher J. Ceraso - Crédit Suisse AG, Research Division

So a few things. The restructuring that you hinted at in Europe, I guess it's focused on Europe. Can you give us an idea of the size and the timing and do you expect a payback and what kind of profit improvement you're expecting to see here over the next year or 2 as a result of those actions?

Vincent Galifi

Chris, we're -- our guys right now are trying to put the final touches on their business plans. I started to sit down review some preliminary plans as early as next Tuesday. And typically, as we're looking at markets that are slowing down like they are in Europe, there could be some restructuring activities, and from an accounting perspective, we may have to provide for some costs. It may be as early as Q4, it may move into 2013 depending on the business decisions that we make. In terms of sort of magnitude, that's still to be determined. In terms of payback, certainly anything that we do from a restructuring standpoint should -- we expect will result in improved performance in Europe.

Christopher J. Ceraso - Crédit Suisse AG, Research Division

Okay, but too early to tell any kind of size?

Donald James Walker

Yes, and what we're looking at doing here is looking at the long haul. We need to have -- end up having a competitive footprint, we need to have competitive plants, and part of this is going to depend on what announcements if any more there is from the car companies, because if they move production, we got to react to it. So obviously, there's a payback when you take these actions. Quite frankly, what I am more interested in, can we have an efficient plant that will make money? And if we come to the conclusion we can't, then we have to take the actions, because I'm looking at this over the next 3-, 4-, 5-year period.

Christopher J. Ceraso - Crédit Suisse AG, Research Division

Okay. The question about the acquisitions, I think you said you're going to write a check for about $450 million. Can you just give us a little more detail on how much revenue you're picking up and what kind of profitability these businesses were running at? And is part of the increase in your revenue guidance for this year a function of the acquisitions? And if so, how much?

Vincent Galifi

Yes, there's 2 acquisitions, Chris. The first one is STT. And in case of STT, it was a joint venture with equity accounting. STT sales, 100% of them are about $150 million a year. That transaction was completed in the end of October, beginning of November. So we're going to pick up 2 months of sales, so that will be factored into our overall guidance. Again, that's not going to move the needle in the range of production sales that we gave in North America, and STT is a North American business. With respect to the bigger acquisition, ixetic, their sales are about EUR 300 million, approximately USD 400 million. We're expecting that this transaction will be completed by the end of this year. And we have not factored in any sales in our outlook for Europe. We just don't know when that transaction is going to close. If it closes early on in the quarter, then that should be additive to the guidance we give, and if it closes December 31, it's going to be neutral to our guidance.

Christopher J. Ceraso - Crédit Suisse AG, Research Division

And the margin on these businesses has been similar?

Vincent Galifi

Yes, in terms of the businesses, we're going to see some synergies, the ixetic acquisition and Magna Powertrain operations. So we expect that both of these transactions are going to be accretive to earnings in 2013.

Christopher J. Ceraso - Crédit Suisse AG, Research Division

Okay. And then just a couple of kind of detail items. The margin guidance that you said, low to mid 5s, you said that includes the $52 million of amortization, is that right? But when you report earnings, you're not going to call that out as an unusual. Do I have that, right?

Vincent Galifi

That's right, Chris. We're going to -- we'll explain it each quarter for the next 5 quarters and this quarter. But no, we're not going to put it in the unusual -- the additional amount is going to be in depreciation and amortization. So in this quarter, our depreciation and amortization was $13 million higher because we started to amortize that intangible in the month of September, because, you remember, the transaction closed at the end of August.

Christopher J. Ceraso - Crédit Suisse AG, Research Division

Okay, and then just last one, kind of along a similar line, you had some items in the quarter that were favorable, $13 million in warranty, $6 million on the asset-backed CP, that you didn't call out. Were there similar offsetting items that kind of washed those out that you absorbed?

Vincent Galifi

There's a bunch of $1 million here, $0.5 million there, $2 million there. I think when you add them all up, Chris, you can say that overall, they were fairly neutral in the quarter, quarter on quarter. Remember, if you look at Q2 to Q3, we also have some more asset-backed commercial gain in the second quarter. I think it was a little bit similar about $6 million as well. So when you look at Q3 to Q3, it's relatively flat, And I think Q2 to Q3 it was also relatively flat, so not significant to our operating results.

Operator

Our next question comes from the line of Rod Lache of Deutsche Bank.

Rod Lache - Deutsche Bank AG, Research Division

Just wanted to first follow up on this last question on margins. How should we be thinking about the decremental margins in Europe now aside from the normal 25% that you've talked about before? I think you said that we should be thinking about lower facility costs next year, and I also think you said something about a low warranty cost, at least this quarter. Can you bracket some of those bigger kind of one-time items?

Vincent Galifi

Yes. In terms of the warranty costs, I think you can actually pick them out through the statements. And the warranty costs versus the prior quarter, they were about $5 million less on a consolidated basis. And the impact to Europe was $6 million -- $6 million increase to income quarter-over-quarter as a result of lower warranty cost. But keep in mind a couple of things that are going on in Europe, Rod. Don talked about E-Car and the integration of E-Car into our operations. We continue to invest in E-Car as it gets ready to launch some programs. So we were starting in September, recording some losses in Europe with respect to E-Car in our European segment. And we also have some losses in our North American segment that previously, we recorded on the equity line, and that was in the corporate segment. So that's a negative versus Q2 of 2012. The other negative in Europe in Q3, which is going to continue in Q4, was the reacquisition of our carpet business. Remember, in Q1, we didn't have that carpet business. We reacquired that in Q2, so we had a partial impact in the second quarter. We had a full quarter in Q3, and a full quarter is expected in Q4. So that's a negative, quarter-over-quarter.

Rod Lache - Deutsche Bank AG, Research Division

Okay. And can you put any brackets around the launch costs decline that you alluded to for next year?

Vincent Galifi

What I was referring to new facility costs, not launch costs.

Christopher J. Ceraso - Crédit Suisse AG, Research Division

Sorry, yes, new facility costs.

Vincent Galifi

You know what, I'm going to give an update on new facility costs in January in Detroit when we give our outlook for '13. I'll have more refreshed view on new facility costs. As I said earlier, we are in the process of completing our business plans. We'll have a better view then.

Rod Lache - Deutsche Bank AG, Research Division

Okay, and I was hoping you can also clarify, because different companies are including different countries in Western Europe. But basically, could you talk specifically about what your Western Europe production assumption is for the fourth quarter? Just hoping you can give us a number. And what's the magnitude of the German decline that you're seeing?

Vincent Galifi

Sure. In terms of the Western European production, I'm just trying to find here in all these pieces of paper I have. Louis, do you have it in front of you, by any chance?

Louis Tonelli

We're expecting about $2.1 million in the fourth quarter. It's down about -- about 10% down year-over-year. And the Germans are down slightly less than that.

Rod Lache - Deutsche Bank AG, Research Division

Okay. On a sequential basis, are you seeing production flat or down?

Louis Tonelli

It's up a little, it would be more like 2.8 million in the third quarter.

Christopher J. Ceraso - Crédit Suisse AG, Research Division

There was some paper shuffling here, I didn't get the absolute number that you referred to?

Louis Tonelli

It was 2.8 million in the third quarter, and it's going to a little over 3 million.

Rod Lache - Deutsche Bank AG, Research Division

3 million, okay. And just lastly, any -- how should we be thinking about content per vehicle going forward, just given some of the mix shifts that you're anticipating? And can you just maybe give us a little bit more color on the drivers of the content per vehicle this quarter in terms of just the acquisitions and how that added in and the effects for Europe?

Vincent Galifi

For Europe?

Rod Lache - Deutsche Bank AG, Research Division

Yes.

Vincent Galifi

I'm just flipping to one of my notes here, but while I find that, when you look at Europe for the quarter or for the 9 months, if you have back out foreign exchange, so you just look at sales in euros, our actual sales are up in the 9 months as well as in the quarter. And what's driving that is the launch of some programs, the whole bunch of them. So done with [ph] B class, for example. We got some work on the Range Rover, we got some VW work, we got some BMW work, so it's on and on. So when you look at the launch and some balancing out of end of production, overall that's added to sales. Volumes generally on our programs have been negative, so that's taken sales away. Acquisitions have added to sales. The acquisitions you think about is the acquisition of BDW and technologies, which we completed in February of 2012, and the reacquisition of our carpet business also added to sales quarter-over-quarter. And that pretty well covers the change in sales, production sales in Europe.

Christopher J. Ceraso - Crédit Suisse AG, Research Division

Are you not expecting -- some companies are kind of alluding to within their customers, even within the Germans, that there's some pretty significant shifts in mix. Just as an example, S class is going to one shift, and maybe C and E class is not down as much. Is that not really all that material going forward to you in terms of content per vehicle, those shifts within your customer base?

Vincent Galifi

In terms of the actual vehicle line, I just don't have that data with me. I can tell you that when we develop our forecast, it's a bottoms-up process, where our divisions and plants look at each product line and expected production in the quarter. So the result of our expectations by product line have been factored into our production outlook for Europe for the fourth quarter of 2012.

Louis Tonelli

It's not a significant change, and, I mean, we don't talk about content, per se, but if you were to measure content, it doesn't change that drastically from outlook to outlook.

Operator

Our next question comes from the line of Justin Wu of GMP Securities.

Unknown Analyst

It's actually Chung [ph] in for Justin. I just had one question with respect to Mr. Stronach stepping down from the board. I mean, can you just please remind us of how his consultancy agreement work and whether that's still in place and when it will end?

Vincent Galifi

Yes, well, as part of the [indiscernible] arrangement approved by shareholders, the consulting arrangement that was put in place for Frank, which comes to an end December 2014, as part of that arrangement, Frank is entitled to a percentage of pretax profits. It started at 3%, last year it was 2.75% of profits, this year it's 2.5%, and it's going to ratchet down to 2.25% next year and 2% in 2014 and then 0. So what we're seeing, what we've already saw in 2012 and 2011 is the reduction in the percentage that we're paying Frank is adding to profitability i.e., reducing SG&A, so that's going to continue to happen in '13 and in '14, and then once we get to 2015, that 2% is going to be completely eliminated.

Operator

Our next question comes from the line of Todd Coupland from CIBC.

Todd Coupland - CIBC World Markets Inc., Research Division

I wanted to ask a question on Rest of World. I was wondering if in the next few quarters, given the declines in Europe and the improvement in the Rest of World, both from a top line and EBIT perspective, might we actually see contribution in those markets be higher than Europe?

Vincent Galifi

Todd, I don't have that. Again, I don't have our business plan for '13 in place yet, and there's been lots of moving pieces over the last year. What we've said is we expected Europe to be flat this year, and we continue to expect it even in the fourth quarter. We expect to, over time, continue to improve margins in Europe. In Rest of World, the biggest impact we've had in the Rest of World is the significant investments that we're making for new facilities, particularly in China. We were just barely in the block in the third quarter, and that's as a result of some improvements in South America. We talked some time ago about us or our view that we would be positive in the back half of the year in our Rest of the World segment. And we continue to expect to be positive for the back half of the year in that segment. When we get to, I guess, January and the Detroit auto show and our outlook, we'll provide some more color on the Rest of the World. And again, Rest of the World profitability improvement is going to depend on how quickly we grow in that region. As we continue to invest capital for new facilities, there's a time lag from that time we made the investment and generate the profits. Don talked about performance in China. If you look at our ongoing operations, they're performing as expected at an appropriate rate of margin and an appropriate rate of return on the capital that we have employed. But we do have significant costs we need to place [ph] in China.

Unknown Analyst

Just remind us of your long-term Rest of World margin, please? Margin goal, excuse me.

Vincent Galifi

Depending -- our longer-term goal on Rest of World is to approximate margins that we're generating in North America.

Unknown Analyst

Okay. and when you say long term, you mean 3 to 5 years?

Donald James Walker

I wouldn't give a time period on the overall, because we got [indiscernible], but once a plant is up and running, then we would expect it to be sort of in the same range of margins as been said. So I really can't talk about the overall, we're not giving guidance overall, but if the plants get there, and as we keep on launching new plants, obviously you get more mature and you see the overall margin coming up. But we're not giving guidance on when that's going to happen.

Operator

Our next question comes from the line of Itay Michaeli of Citi.

Itay Michaeli - Citigroup Inc, Research Division

So first, just wanted 2 clarifications. One, Vince, can you share your euro assumption for the fourth quarter? And then the amortization expense in the E-Car acquisition, is that all going to show up in North America?

Vincent Galifi

In terms of the E-Car amortization, right now, we have it all in North America. And we need to completely settle up on purchase accounting, so part of that may flip into Europe, but right now, it's all in North America. So we've got, we typically have a year to include our purchase accounting. We're going to have to do that before then, because at the end of the year, there won't be any more intangibles to amortize by the time we get to the end of 2013. With respect to our assumption on the euro, we're using approximately current exchange rates, it's $1.30 in the fourth quarter.

Itay Michaeli - Citigroup Inc, Research Division

$1.30, okay. And then just going back to Europe, kind of round out some of the other questions we've heard. You've previously been vocal that you expect margins to improve every year going forward. It sound like you're making a lot of good progress, but the production and macro environment is getting a bit worse. We're hearing about launches at other suppliers being delayed beyond 2013. So is it still the general view that based on the current economic outlook, margins in 2013 Europe still would be higher than what you're going to come in, in 2012?

Vincent Galifi

I've got to look at a consolidated plan. I can tell you that we do focus on underperforming operations, and we're seeing improvements in those operations, which have contributed in a big part to the turnaround in our European results. And when you look at Europe for '13 and '14 and '15, we're going to have to run the more recent volume assumptions and mix assumptions to see how quickly margins start to step up. But I can tell you right now, when I look at the forecasters, and we haven't completely locked in on a Western European volume assumption for 2013. The forecasters are down about 4%, about 12 million units in Europe for '13 versus the 12.6 million in '12. So by the time we finalize our plan in the next month or so, we're going to have to lock in on a Western Europe volume assumption as well as Eastern Europe, and that will drive a plan. We'll add some color in January once I have the complete data in front of me.

Itay Michaeli - Citigroup Inc, Research Division

That's fair. And then just lastly, can you just talk a little bit about the volatility in the schedule that you're seeing in Europe? How much visibility do you have? Is it still that typical 4 to 6 weeks? Or is it a little bit less than that in the current environment? Just want to get a sense of what you're hearing from customers and the overall visibility and volatility out there?

Donald James Walker

I don't know. I'm just not close enough to know whether we're seeing [ph] I'm assuming we've still got the same releases as we have been traditionally, but [indiscernible] I'm just not up to date on it.

Unknown Executive

I'm not aware of any change in the volatility of the releases, no.

Operator

Our next question comes from the line of Peter Sklar with BMO Capital.

Peter Sklar - BMO Capital Markets Canada

Just one issue I wanted to address. In your North America segmented reporting, your operating profit came in a little bit weaker than what we were looking for, even after taking into account seasonality and as well the additional $13 million of amortization related to E-Car. Was there anything unusual that negatively impacted your third quarter? Or did that come in line with your expectation?

Vincent Galifi

I think when you back out the E-Car amortization of $13 million, our margins in North America were less than what they were in Q1 and Q2. But you got to think about seasonality, Peter, and Q3 typically is the low point from a margin perspective. And when you look at kind of the role that they have in Q2 to 23 in North America, there is some additional Q2 to Q3 new facility costs were a little higher. There are some headwinds in commodity costs. There's a whole month of consolidation of E-Car in the month of September where your equity accounting before and equity comes down, and that's just because of, again, our investments, typically they see a slowdown in sales in the third quarter. But other than that, [indiscernible] incremental margin, nothing sticks out to be abnormal.

Operator

And there are no further questions.

Donald James Walker

Okay. I appreciate everybody dialing in today. Overall, pretty pleased with our results. We'll see what happens in the overall economy, but we are making -- I am pleased with the progress we are making in our operations globally. Getting our world-class manufacturing activities accepted, understood and implemented, and we're doing a couple other things which I think are going to be quite good in the products and process innovation. So we'll be giving an update at the end of the year in January. Appreciate everybody dialing in. Sorry we were 5 minutes late, but we're in Europe, and there was a difficulty getting on. So thanks, everybody.

Operator

Thank you, ladies and gentlemen. That does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your line.

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