magna international inc mga-Hoone-img

magna international inc. (mga)

by:Hoone      2020-04-11
\"XCommissionFileNumber001-
Annex 1 annual information form 28,2016 annual content information form-
View statement s21.
Company Structure 32.
General development of business 4 Overview 4 Latest trends in the automotive industry 9 our business strategy 11 the latest development of our business 14.
Description of commercial products and services research and development manufacturing and engineering 28 human resources 29 competition 32 sales and marketing 33 environmental matters 34 corporate social responsibility 36 ethical and legal compliance 39 intellectual property 40 Risk Factors 4Dividends495.
A description of our capital structure.
Securities market 527.
Directors and executive officers
Articles of Association
Legal proceedings.
Managing and other people\'s interests in material transactions
Transfer agent and registrar
Interest of experts
Audit Committee
In this annual information sheet, we use the terms \"you\" and \"your\" to refer to shareholders, while \"we\", \"company\" and\"
And, where applicable, its subsidiaries.
We also collectively use the word executive management to our CEO;
Chief Financial Officer;
Chief Legal Officer;
Chief Marketing Officer;
Chief Operating Officer
Exterior view, seat, mirror, closure and Cosma;
Director of human resources;
Chief technology officer;
And EVP, company projects and strategic development.
All amounts mentioned in this year\'s information sheet are in the United StatesS.
Unless we say otherwise.
In this annual information sheet, the reference to the fiscal year is a reference to the fiscal year or fiscal year.
Sales figures disclosed in this year\'s information sheet are based on generally accepted accounting principles in the United States (U. S. GAAP).
If we refer to a particular customer, the reference includes the customer\'s operations department and subsidiaries unless we specify otherwise. Information (
Including 2014 comparative data)
In this annual information form, it does not include the pre-internal operations that we sold in 2015, nor the acquisition of Getrag Group companies that we completed in January 2016, unless otherwise stated.
Since March 25, 2015, the common stock of magna Holdings has been divided into two sharesfor-one basis.
All references in this notice to the amount of some shares or dividends are reflected
Stock split number or amount unless otherwise stated.
Refer to the notice of management/power of attorney (March 28, 2016) for the special shareholders\' meeting of 2016 (May 5, 2016 (the x93Meetingx94).
Unless otherwise stated, the information in this year\'s information sheet is up to date as of March 24, 2016. 1Forward-
This annual information form contains statements that constitute a \"forward-looking\"
View information or forward-
Lookingstatements documents (
Collective forward-
See the statement)
Within the meaning of the applicable securities legislation, including, but not limited to, statements relating to: implementation of our business and capital strategy;
The future will return capital to shareholders through excessive red and stock repurchase;
Growth prospects for our business, including results of organic growth, acquisitions, joint ventures or supplier integration;
And an assessment of the future environment.
And remedial costs. The forward-
The lookup report in this year\'s information sheet is presented to provide information about current expectations and plans of management that may not be appropriate for other purposes. Forward-
The outlook statements may include financial and other projections, as well as statements about our future plans, goals or economic performance, or the basis of any of the above assumptions, and other statements that are not duplicate of historical facts.
We use estimates such as \"possible\", \"should\", \"possible\", \"expect\", \"believe\", \"intention\", \"plan\", \"suggest future results or events, and similar expression, to determine the future
Look at the report.
Any forwarding
Forward-looking statements are based on the information we currently have, and the assumptions and analysis we make based on our experience and our views on historical trends, current conditions and expected future developments, and other factors that we consider appropriate in this case.
However, whether the actual results and developments will be in line with our expectations and forecasts will also be affected by some risks, assumptions and uncertainties, many of these risks, assumptions, and uncertainties are difficult to predict for the effects that we cannot control, including, without restrictions: the possibility of deterioration of economic conditions or prolonged economic uncertainty;
The decline in consumer confidence and its impact on production levels;
Fluctuations in relative monetary value;
Continued uncertainty in global or regional economies;
Restructuring, layoffs and/or other major non-Recurring costs;
One or more of our operations are not performing well;
Continuous price pressure, including our ability to offset the price concessions requested by our customers;
Ability to successfully carry out major new business or acquire business;
Ability to successfully identify, complete and integrate acquisitions or achieve expected synergies;
Our ability to conduct appropriate due diligence on acquisition targets;
Due to the completion of the acquisition, our risk situation has increased;
Transfer market share from our top customers;
Changes in market share of vehicles or vehicle segments, or deviations from vehicles that we have important content;
Unable to maintain or develop our business;
Risks of conducting business in foreign markets, including China, India, Eastern Europe, Brazil and other non-
Our traditional market;
Long term interruption of our parts supply from our suppliers;
Suspension of work and disputes over labor relations;
Shut down our customer production facilities on a regular basis;
Ability to successfully compete with other car suppliers;
Our customers reduce the loss of outsourcing or material production or assembly plans;
Termination or non-termination
Our customers update any purchase order for material production;
Ability to continuously develop innovative products or processes;
Exposure and ability to offset volatile commodity prices;
Warranty and recall costs;
Restructuring actions by car manufacturers, including closing factories;
Close us or our clients or subsidiaries
Suppliers shut down production facilities due to labor interruption;
Risk of production disruption caused by natural disasters or catastrophic events;
The security and reliability of our information technology system;
Pension liabilities;
Legal claims and/or regulatory actions against us;
Changes in our income mix between jurisdictions with lower tax rates and those with higher tax rates, and our ability to fully benefit from tax losses;
Impairment expenses related to goodwill
Living assets and deferred tax assets;
Other potential tax risks;
Changes in the credit rating assigned to us;
Changes in laws and government regulations;
Expenses related to compliance with environmental laws and regulations; Liquidity risk;
Cannot achieve future return on investment equal to or greater than past returns;
Reduce or suspend our dividends;
And the unpredictable and fluctuating price of our common stock transactions.
In the evaluation of anyforward-
In this annual information form, we remind readers not to rely too much on any particular statement.
Readers should consider a variety of factors in particular, including those contained in Section III.
Description of Business risk factors, which may result in significant differences between actual events or results and our forward indications
Look at the report.
Unless otherwise required by the applicable securities law, we do not intend or assume any obligation to update or amend any forward-
Forward-looking statements contained in the information sheet for this year to reflect follow-up information, events, results or circumstances or other circumstances. 21.
Magna structure was originally established in November 16, 1961 under the laws of Ontario, Canada.
Our articles of association documents currently include the merger provisions issued in December 31, 2010 under the Business Company Act (Ontario).
Our registration and headquarters are located at 337 Magna Avenue, Aurora, Ontario, Canada.
As of December 31, 2015, the list of our major subsidiaries and each of their registered jurisdictions is as follows.
Our legal structure
Including our subsidiaries)
It does not necessarily indicate the structure of our business. Subsidiary(1)(2)
ULC100 % AlbertaMagna US Holdings Ltd.
International law firm of America
Ontario 100% Ontario gan30590
100% OntarioMagna international investmentA.
100% Luxembourg Magna International Automobile Holding company GmbH100 % Austrian automobile Europe GmbH100 % Austrian Automobile Holding company AG100 % Austrian metal forming company AG100 % Austrian Steel Company
Steyr k100% AustriaMagna Fahrzeugtechnik AG & Co.
New Magna investment in AustriaV.
LgiumMagna Motor Holdings 100 (Germany)
GmbH100 % GermanyCosma ToolingIreland (3)
100% IrelandAutolaunch limit ed100 % IrelandMagna external and internal Co. , Ltd.
100% OntarioMagna International (Hong Kong)
Magna Powertrain Limited, Hong Kong
100%-seat OntarioMagna Inc.
100% OntarioMagna structural systems
100%: (ontariontes)1)
The table shows the percentage of votes for all voting securities, and the percentage of votes for each class of non-voting securities
Securities owned by us or controlled or directed by us with voting rights.
Identifies parent/child relationships by indenting.
The percentage represents the total equity of the subsidiary, not necessarily the percentage of voting control. (2)
Undisplayed subsidiaries account for less than 10% of our combined total revenue and consolidated assets (
Although not all the subsidiaries shown represent more than 10% of our total consolidated assets and total consolidated sales)
If considered as a subsidiary, it accounts for less than 20% of our total consolidated income and total consolidated assets. (3)
Cosma tools, Ireland, as of December 31, 2015
Owned by two subsidiaries of our holding company.
These subsidiaries have been dissolved since March 3, 2016 and are therefore not included in the table above. 32.
As of December 31, 2015, we are the world\'s leading automotive supplier with 292 manufacturing operations and 83 product development, engineering and sales centers in 29 countries.
About 129,000 of our employees are committed to delivering exceptional value to our customers through innovative products and processes and world-class manufacturing.
Our product and service capabilities include: seat system, vision system, roof system, external system, electronic system, body system, chassis system, vehicle engineering and contract assembly. The key elements of this are as follows: devolution we follow the corporate policy of functional and operational devolution, which we believe adds flexibility, customer responsiveness and productivity.
Our manufacturing and assembly business is carried out through various departments, each in pre-
Guidelines identified.
Each department is an independent profit center and, with the authority of the general manager, he has the right to determine the salary, hours of work and sources of supply within the framework of our employee charter, our business principles and company policies.
Our executive management team allocates funds, coordinates our M & A and strategic alliance strategies, ensures customer and employee satisfaction and manages succession planning.
Executive management also keeps in touch with the investment community and is responsible for our long term cooperation
Long-term strategic planning and future growth, as well as monitoring management performance in our product area.
Employee Charter & employee equity & profit participation we are committed to operating our business in a fair and caring manner.
Our employee charter and national principles set out the key principles that outline this commitment.
One of the basic principles in our employee charter is that employees are involved in our financial success, which is reflected in our long-term
Share our top 10% long-term practices
Tax profits for eligible employees. See x93Section 3.
Business Description Human Resources description our human resources principles (
Including our staff Charter)
And our employee equity and profit sharing program. Incentive-
We maintain incentives based on management compensation-
A management compensation system that measures profitability and directly contacts executive compensation and company performance.
Our approach to executive compensation is described in further detail in our notice entitled \"compensation and performance Report\" and \"compensation discussion and analysis.
Responsible corporate citizens we are committed to carrying out the business in a legal and ethical manner responsible corporate citizens.
We have demonstrated this commitment in many ways, including our support for society and philanthropy, our actions to reduce the environmental impact of operations, our activities aim to create a safe and healthy working environment for our employees and our comprehensive ethical and legal compliance program. See x93Section 3.
Description of Business, environment, corporate social responsibility, ethics and legal compliance.
Our success depends directly on the level of North America and Europe (
At present, Asia and the rest of the world are to a lesser extent)
Cars and light trucks produced by our customers.
Given the differences between the regions we operate, our operations are geographically divided.
Our market segments include North America, Europe, Asia and the rest of the world.
Based on the above, our internal financial report separates key internal operational performance measures in North America, Europe, Asia and the rest of the world so that our CEO can assist in evaluating operational performance, the allocation of resources and our long-term
The strategic direction of global economic growth in the future.
Our external sales by reporting division for2015 and 2014 are as follows: Reporting Division (U. S.
Million dollars)
20152014 North America $18,908 $91213 $18,643 europe10 80280a1 8461,773 World Other area 46 1694 the company and other 713 the company of total sales for 32,134 dollar, production sales in North America accounted for about 55% and 51% of combined sales in 2015 and 2014, respectively.
Our main customers in North America in 2015 include BMW, Daimler, Fiat Chrysler, Ford, GM, Honda, Mazda, PACCAR, Renault-
Nissan, Tata, Tesla, Toyota and Volkswagen.
According to the production sales in 2015, our top ten North American projects/platforms are: Note: the ability that each car or each car may not represent at each level of decoration.
In addition, our capabilities in each product area range from components to complete systems, and only a few capabilities can be represented in any particular program.
European production and car assembly sales in 2015 and 30% accounted for about 35% and 2014 of our combined sales, respectively.
Our major customers in Europe in 2015 include BMW, Daimler, Fiat Chrysler, Ford, Geely, GM, Hyundai-
Renault, MAN, Peugeot Citroen, Renault-
Nissan, Tata, Toyota and Volkswagen.
According to production and vehicle assembly sales in 2015, our top ten European projects/platforms are: Note: Each car or each car may not have the capabilities represented at each level of decoration.
In addition, our capabilities in each product area range from components to complete systems, and only a few capabilities can be represented in any particular program.
AsiaOur Asia production sales accounted for about 5% of our combined sales in 2015 and 2014.
Our key customers in Asia in 2015 include BMW, Changan, Chery, Daimler, Fiat Chrysler, first car factory, Ford, Geely, GM, Great Wall Motor, Honda, Hyundai
Peugeot, Mahindra, PSA Peugeot Citroen, car, Renault-
Nissan, SAIC, Toyota, Volkswagen.
In the rest of the world, our production sales in the rest of the world accounted for about 1% and 2% of our combined sales in 2015 and 2014, respectively.
Our major customers in the rest of the world in 2015 include Daimler, Fiat Chrysler, Ford, GM, Renault-
Nissan and Volkswagen.
The global sales of our six major customers represent the following proportion of our combined sales at 2014 and: general Motors20 % 18% Fiat Chrysler16 % 16% Ford15 % 14% Daimler12 % 12% Volkswagen10 % 12% BMW10 % 11% Other17 % 17% the general trend of the car industry strya TOTAL100 % 100% month in recent years, the automotive industry and our business are expected to continue, including the following: by Gao-
The number of global car platforms continues to increase from high
The number of global platforms enables automakers to: achieve economies of scale;
Remain competitive;
Differentiate their vehicles against different markets;
Expand the number of market segments in which they compete;
Respond to lifestyle trends;
Satisfy the taste of consumers.
The popularity of global automotive platforms provides more opportunities for first-class automotive suppliers to supply more products that may be common among multiple cars built on the same platform.
However, integrating the platform into fewer global platforms may increase the risk of warranty/recall and amplify the impact on suppliers of projects that fail to win the global platform build.
Outside of our traditional market, the automotive industry is growing. Local demand for cars in China, India and other markets outside North America and Western Europe continues to increase.
This growing local demand has helped drive the local automotive industry in these countries and has attracted manufacturing investment in North America, Europe and Asia.
Based on the automobile manufacturers, through
Separate investment and/or joint ventures with local partners.
Recently, components and vehicle design, development and engineering have increasingly moved to certain markets.
As automakers expand into these areas, auto suppliers have and may continue to follow up.
While this expansion may provide new opportunities for auto suppliers, it may lead to some risks of doing business in these markets.
The growth of B to D vehicles, the growing market segment, the local demand for vehicles mainly includes the demand for Part B (sub-compact), C segment (compact)and D segment(mid-size)cars.
Automakers and their preferred suppliers who have already established product supply in these vehicle areas may have an advantage in achieving the opportunities offered in these faster-growing vehicle markets.
Government regulation and enforcement of the automobile industry is subject to greater government regulation to promote the average fuel economy of enterprises and reduce carbon dioxide emissions (CO2)
/Greenhouse gas emissions, improve vehicle safety and improve vehicle recyclability.
While strengthening regulation often poses new challenges to the automotive industry, it may also provide new revenue opportunities for auto suppliers that produce and sell new products and technologies.
In addition to strengthening regulation, the automotive industry has been the subject of the government\'s strengthening of antitrust and competition law enforcement in recent years, particularly the US Department of Justice and the European Commission.
At the moment, we know that investigations are underway in some areas of automotive products.
Growing consumer demand for fuel and industry focus
Efficient environmental protection-
Friendly vehicles regularly raise fuel prices, consumers are becoming more aware of environmental issues and other factors, and consumer demand for vehicles with more fuel increases
Efficient environmental protection-friendly.
As a result, automakers are increasingly focusing on the development and manufacture of hybrid, electric and other alternative productsEnergy cars.
This trend is also reflected in the increase in the use of aluminum, plastics, advanced high-tech and other materials
High strength steel and other materials designed to reduce weight and improve fuel efficiency.
Automotive suppliers that emphasize technological innovation and broad product capabilities are expected to benefit from the growing demand for these features.
9 The Growth of cooperative arrangements in order to achieve economies of scale and to pay for development costs, competitive automakers continue to sign cooperative alliances and arrangements involving: co-purchase of parts and components;
Joint development and sharing of engines, power systems and/or platforms;
And other forms of cooperation.
Cooperation between competitors is expected to continue.
The growth of automotive electronics the importance of automotive electronics in the automotive value chain has been increasing in recent years.
Automakers are increasingly looking for alternatives to electricity and electronic control to replace car functions traditionally performed using mechanical hardware and seeking to increase
Require the functions of the system and modules and develop more efficient vehicle power systems and thermal management modules through integrated electronics.
In addition, automakers are incorporating more and more electronic hardware and software systems into their vehicles, including
Automotive connectivity and integration of personal electronics
Driver assistance systems such as enhanced navigation or traffic avoidance;
And active security systems.
Automotive suppliers with advanced electronic hardware and software system integration capabilities are expected to benefit from this accelerated trend.
However, the growth of electronic hardware and software systems in vehicles may increase: the risk of warranty/recall, including whether the complexity and/or connectivity of such systems will make repair or replacement costs higher;
Risks associated with vehiclesattacks;
There are other risks.
Supplier Integration integration in the automotive supply industry is driven by a variety of factors, including: Industry/economic cyclical;
Manufacturercapacity;
A large amount of capital investment is required in the automotive industry;
Continued growth of global platforms;
The purchasing strategy of automobile manufacturers and their efforts to optimize supply chain stability
The scale advantage of large suppliers.
This trend is expected to continue in the future and may intensify, especially during the period of economic deterioration.
As competition in market share intensifies, pressure automakers continue to seek ways to reduce the cost of producing cars.
In addition to seeking cost-effectiveness in their own production, marketing and administrative structures, automakers have put tremendous pressure on auto suppliers to lower prices for parts, components, modules and systems
Historically, there are different forms of this pricing pressure, including: long term
Term agreement containing pre-
Determine the annual price reduction of the vehicle production plan;
Retroactive incremental price reduction and annual price reduction demand over any long term-term agreement;
Bear the pressure to absorb more design and engineering costs previously paid by the car manufacturer and recover them by amortizing the piece rate of a particular component designed or designed by the supplier;
Bear or offset the pressure to increase the cost of goods, including steel and resin;
Refuse to increase the price of the supplier\'s products to fully offset the increase in inflation costs during the manufacturing process;
And the pressure to own and/or capitalize the tool and recover these costs by amortizing the price of the components produced by the tool.
In many cases, car suppliers bear the risk that the cost of design, engineering and tools cannot be fully recovered in the event that the vehicle production volume is lower than expected or the project is terminated earlier.
In addition, the automaker continues to require its auto supplier to bear the costs of repairing and replacing defective products under the automaker\'s warranty and/or recall, including in the event that the automaker directs the purchase of a subsidiary
The components of their preferred supplier.
Some of these trends may pose risks to our operations, profitability and/or financial position.
These risks are described in detail in Section III.
All readers are strongly encouraged to read and consider the description of business risk factors carefully.
Our business strategy your board (x93Boardx94)
Responsible for overseeing our long term
Regular strategy and allocation of capital through the capital expenditure budget, which supports the strategic priorities approved by the board, as well as our product and project commitments to our customers.
Through our strategy, we seek to strengthen our position as a leading global automotive supplier and create sustainable growth to create long-term
Shareholder value.
The elements of our strategy include the operational and growth priorities discussed below.
Accelerating our focus on innovation and technology, we seek to be recognized as an industry leader by our customers in product, process and material innovation.
To help achieve this strategic goal, we intend to continue to devote a large amount of resources to the commercialisation of new products and processes, which will provide additional value to our customers in the following areas: weight loss or weight lossweightingx94;
Improve fuel efficiency and reduce emissions;
Active and passive security;
Comfortable, convenient and vehicle connection.
For a description of our R & D process and recent innovations, see section 3.
This paper introduces the research and Development of enterprise marketing.
Our goal is to become a leader in world-class manufacturing.
Our global operations department has accepted this goal and we are committed to achieving first-class performance in all manufacturing areas of each operation department worldwide.
To drive continuous improvement, we use an evaluation process similar to the one used by our customers to evaluate suppliers to monitor our progress in achieving world-class manufacturing goals, and we believe that, in line with our operational principles, adding elements is essential for world-class manufacturing.
Our global operations division shares best practices, lessons learned and key initiatives, including bringing together our senior business and operations team leaders through regular in-house world-class manufacturing meetings.
A key factor in leadership to grow our business success remains our ability to attract, retain and nurture technical talent to adapt to the pace of our global growth.
We have implemented and continue to strengthen our leadership development and succession plans to help identify, train and develop future leaders with the skills and expertise they need to manage complex global businesses.
Organic growth and M & A expect organic growth through acquisitions.
We continue to consider acquisition opportunities in order to expand our customer base;
Strengthen our position in priority product areas or promote access to new product areas;
Expanding in the growing geographic market;
Or access to innovative technologies.
In addition, we regularly evaluate our existing product capabilities, and in some cases we may withdraw from areas where competition is not strong enough or where the level of return on investment is not sufficient to justify continued investment.
If we believe that our capital resources can be better utilized elsewhere, we may also withdraw from the product area.
In this regard, we completed a number of transactions in 2015 and early 2016 to strategically reposition our portfolio, including the acquisition of Getrag Group (x93Getragx94)
And Stadco Motor Co. , Ltd. (x93Stadcox94)
, Sell our internal business to Antolin group, as well as several other transactions described under the latest developments in our business and acquisition and divestiture.
Launching business on global automotive platforms the proliferation of global automotive platforms and the increase in platform and component sharing between automakers requires global suppliers with financial strength and capabilities to support regional product development activities for automakers, in many parts of the world.
We believe in our strong financial strength, scale of operations and technical knowledge.
How to focus on innovation, continuous world-class manufacturing efforts and global customer relationships to support the opportunities we bring about the growth of shared global platforms and components. Focus on Non-
The traditional market recognizes that a large part of the future growth potential of the automotive industry lies in the growing markets outside North America and Western Europe, and we will continue to focus on markets that have or are expected to be key areas of automotive production, including China, India, Thailand, Eastern Europe and other non-
Our traditional market.
This strategy enables us to support the global needs of traditional North American and European customers and make progress with other customers.
In emphasizing the growing market, we seek to win the business of producing products in multiple locations around the world, taking advantage of the continuous trend of our customers, build more vehicles on global platforms in multiple locations around the world.
Diversify our car sales base, even though we sell to all the largest car manufacturers in the world and in all the important car production areas in the world, A large part of our business is traditionally working with Detroit 3 automakers in North America (
General Motors, Fiat Chrysler and Ford)and the German-
According to the car manufacturer, automotive neurope (
Daimler, Volkswagen and BMW).
Although our goal is to maintain and develop our business with traditional customers, we seek further diversified sales as profitable opportunities arise, as follows: region: by increasing our business in Africa
Customers, our traditional market: by increasing the proportion of our business to customers outside of the top six, including the proportion of business to Asian customers
Based on car manufacturers and vehicle investments: by increasing our proportion in Business B to D (sub-compact to mid-size car)segments.
Our goal is to further expand our sales base in the coming years by continuing to demonstrate our technical capabilities;
Seek new projects from our customers, with special emphasis on global platforms;
And acquisition business.
At the same time, we seek to protect our position in the traditional market through technological, technological and product innovation.
Maintaining the target capital structure we previously disclosed our intention to achieve the adjusted debt ratio 1. 0 x96 1. 5 times EBITDA (
Earnings before interest, tax, depreciation and amortization)
Before the end of 2015
In recent years, we have returned a large amount of capital to shareholders in the form of dividends and stock buybacks, and have made a significant investment in our business, including the acquisition of Getrag, and issued a senior note (Discussed below).
Therefore, we have achieved an adjusted debt ratio of 1.
23 times EBITDA, about within our target range.
Looking ahead, we want to maintain the efficiency of our capital structure and continue to create shareholder value by ensuring that the amount of cash on our balance sheet remains at the reasonable level required to operate the business, including through the industry downturn, while maintaining an investment-grade credit rating.
12 We believe that the successful implementation of the above strategic elements and the following actions will help us to continue to create long-term
Long-term shareholder value: strengthening our commitment to conduct our business in a legal and ethical manner, including through our comprehensive global staff training and education initiatives, aimed at strengthening the principles embodied in our staff Charter, our business principles and code of conduct (
This is the Code of Conduct);
Strengthen our unique, decentralized and entrepreneur corporate culture;
Maintain our executive compensation system, based on profitability measures, which directly links executive compensation to company performance;
Maintain employee equity participation and profit sharing plan;
Strategic allocation of capital resources;
Continue to focus on our revenue growth.
The latest developments in our business over the last three fiscal years, we have completed many investment, divestiture, financing and securities/corporate transactions, including those listed below.
None of these acquisitions constitute a significant acquisition in the sense of such terminology in National Instrument 51
102 continuing disclosure obligations of Canadian securities managers.
In January 2016, we acquired Getrag, one of the world\'s largest transmission suppliers.
There are 80 Getrag-
Global suppliers of automotive transmission systems, including manual, automatic-
Manual, dual clutch hybrid and other advanced systems.
Our total cost for the acquisition transfer is about 1.
75 billion and subject to adjustments in current capital and other customary prices.
In December 20, 2015, we reached a cooperation agreement in Chongqing, China (x93Xingqiaoruix94)
First-class supplier of car body-in-
White parts of Changan Ford.
Under the terms of the agreement, star aor Rui transferred 53% of its holdings and $36 million in cash consideration to its three manufacturing plants in China.
We transferred 47% in exchange.
Control the equity of the Chongqing manufacturing plant and pay star aor Rui $0. 136 billion in cash.
In November 2015, we acquired Stadco in the UK.
Mainly suppliers of steel and aluminum stamping parts and vehicle components for Jaguar and Land Rover, with a total cash cost of $0. 115 billion.
In August 2015, we: basically sold all of our internal business (
Does not include our seat operation)
To Grupo Antolin, the world\'s leading supplier of automotive interior systems.
As part of the transaction, our sales to antonglin group, two joint ventures in China, were completed on October 2015 after receiving the required regulatory approvals.
After deducting the transaction cost, the proceeds from the sale were $0. 549 billion;
And reach a joint venture arrangement to manufacture and sell the roof and other accessories of the Jeep market for car manufacturers and after-sales market customers.
We have invested in our post-market Jeep brand roof top business and received 49% interest and $0. 118 billion in cash proceeds from the newly established joint venture.
In May 2015, we sold our battery pack business to Samsung SDI. , Ltd.
Revenue was about $0. 12 billion.
InFebruary 2015, we got the head
Up display and electronic components business unit of Philips and Lite-
Digital Solutions (PLDS)
PLDS ultrasonic sensor business in Germany, and Taiwan.
In October 2014, we acquired Techform Group of company, a car supplier of hinges, door lock rods and other closed products operating in Canada, the United States and China, for $23 million in cash.
In August 2014, we completed sales of five composite manufacturing businesses in the United States. S.
Continental plastic Corporation of Mexico
2013 InNovember 2013, we acquired the remaining 49% interest in Kft, textile capacity center, textile mills, Germany, and non-
Controlling shareholder, $9 million in cash.
14 issuance of senior unsecured bonds on April 9, 2014, we submitted a brief prospectus for the basic shelf (
Shopshelf Prospectus GmbH)
Securities Commission of Ontario (x93OSCx94)
And submit the corresponding shelf registration statement to the US Securities and Exchange Commission (x93SECx94)on Form F-10 (
Registration Statement)
In Ontario and the United States, senior unsecured notes totalling up to $2 billion are provided from time to time over 25 months.
According to the shelf prospectus and the registration statement, we have issued the following advanced unsecured notes: the issue date is $2014, $750,000, $0003.
In June 15, 2024, 635%, $2015, 650,000,000.
150% October1, 2025November24, 2015 THB 550,000,000 1.
900% November24, 2023We also issued senior unsecured notes with a principal amount of 000,000, CAD425, December 7, 2015 (
Canadian notes, and advanced unsecured notes in the above table, advanced Notes)
By private placement to recognized investors in Canada\'s provinces.
Private-issued notes are at interest rates of 3 years.
10%, will mature in December 15, 2022.
The section entitled \"Description of ot\" in the prospectus supplementary documents of June 11, 2014, September 16, 2015 and November 17, 2015 (
Each to the shelf prospectus)from pages S-22 to S-30, S-22 to S-30 and S-26 to S-
The references are hereby incorporated into the information sheet for this year, respectively.
The Prospectus supplement has been submitted on Prospectus ar (www. sedar. com).
The global credit Fund received $2.
25 billion syndicated revolving credit due on June 22, 2020.
The facility consists of $0. 2 billion in Asia, $50 million in Mexico and Canada. S.
And Europe, which is completely transferable between different jurisdictions and can be extracted in the United StatesS.
USD, CAD or EUR. Euro-
In February 3, 2016, we built a Europe-
Business thesis project (
The Program)
Supported by our global credit facility.
Under the ECP project, one of our indirect
Subsidiaries owned may issue euros from time to time-
Commercial bills (The shopecp Notes Program)
, Calculated in alternative currencies, the maximum amount is GBP or equivalent.
We will guarantee the issuance of any ECP Notes.
BidOn, normal course issuer, Toronto Stock Exchange, November 10, 2015 (x93TSXx94)
Accept our notice of intent to ask the issuer to bid for up to 40,000,000 shares of Magna Common stock (the x932016 Bidx94)
Represents about 9.
9% of our public offering of common stock.
2016 The main purpose of the tender is to cancel the purchase and to fund the purchase of our stock
Based on compensation awards or programs and/or our obligations to the deferred profit sharing program.
2016 bids commenced on November 13, 2015 and terminated by November 12, 2016 at the latest.
The purchase of common stock under 2016 of the bid is made at TSX or on the New York Stock Exchange at the market price at the time of purchase under TSX\'s rules and policies or under rule 10b-18 under the U. S.
Securities Trading Act of 1934.
Purchases can also be made through other open markets, or through other means permitted by TSX, including through private agreements under the issuer\'s bid exemption order issued by the securities regulator.
Shares purchased through such private agreements under the issuer\'s bid exemption order are discounted with the current market price and are included in the calculation of the number of common shares purchased under the 2016 bid.
15 we have purchased the following common shares on the basis of 2016 bids as of March 24, 2016, according to the normal course issuer\'s bids that we have previously commenced on November 13, 2014 and terminated on November 12, 2015 (x932015 Bidx94)
: Purchase and shares purchased and retained by cancelled8 206bid205bidshares, 339,96912, 926,514 shares
32538, 376 total 8, 464,294 (based on compensation rewards or plans and/or deferred profit sharing plans)1)12,964,890(2)Notes:(1)
540,000 shares of common stock purchased by private agreement, length 3-
According to the issuer\'s bid exemption order issued to us by OSC from November 27, 2015, the seller is at a discount below the current market price. (2)
8,980,000 shares of common stock were purchased by private agreement from five arm lengths and a third arm length
According to the issuer\'s bid exemption order issued to us by OSC on November 25, 2014, August 25, 2015 and September 15, 2015, the seller will be sold at a discount lower than the current market price.
Stock SplitOnMarch25, 2015 we finished two-for-
A split (
The Stock Split package)
Implemented in the form of a stock dividend, therefore, at the end of business on March 11, 2015, a recorded shareholder received a share of the extra common stock of each common stock held. All equity-
Adjusted according to the compensation plan and arrangement and our normal process issuer\'s bid to reflect the additional common stock issued due to stock split. 163.
As of December 31, 2015, we are the world\'s leading automotive supplier with 292 manufacturing operations and 83 product development, engineering and sales centers in 29 countries.
Our success depends mainly on the level of North America and Europe (
At present, the level of Asia and the rest of the world is low)
Our customers produce cars and light trucks, as well as our relative quantity of content on various projects.
Car production is affected by consumer demand, and consumer confidence has a significant impact on car production.
Deteriorating economic and political conditions, including rising interest rates or inflation, high unemployment, rising energy prices, falling real estate values, increased volatility in global capital markets, sovereign debt issues, an increase in protectionist measures, international conflicts and/or other factors could lead to a decline in consumer confidence.
Many other factors discussed under the risk factors also affect the success of tourism, including relative monetary value, commodity price, customer price reduction pressure, financial position of auto supply base and competition of manufacturers operating at low levelscostcountries.
Although our business operates geographically, we have the product and service capabilities that span these geographic areas.
Details on our product and service capabilities are as follows: we develop and manufacture complete seat solutions and seat hardware systems for the global automotive industry.
Reconfigurable seat solution (
Cars, heavy trucks, buses)In-
Integrated seat structure and mechanical seat structure for car safety system (
Including high strength steel, aluminum, magnesium)
Manual and power regulator (
Front/rear and lift)
Professional body of seat accessories (Stow-in-
Floor, upright, reversible, push
Button input, SeatMemory)
Foam and decorative products conventional foam renewable foam formula sblackfoamdualfirness foam decorative cover (Fabric and leather)
Technologies and processes for the manufacture of seat and seat hardware systems include: traditional cutting and welding techniques;
Manual and automatic assembly;
And we have many patents. Material Mold-In-
Technology.
We design and manufacture closed systems and modules for the global automotive industry.
Door module structure door module sealing module hardware decoration module integrated trim module integrated inner panel module lifting door and tailgate module-
Door module complete door closing system sliding door closing system
Glass manual and power truck and truck sliding window front and rear glass assembly windshield roof glass module glass window system double track cable and drum system single track cable and drum system convertible quarter glass arm and rear access doors, rear access panels and roof rack platforms and pipes
Stylish operating boundary functional and decorative roof stand sealing system window surround module backlight, belt, windshield, door surround and roof drip mold door, complete convertible sealing system for inside and outside belt sealPinchNon-
Door light stamping in contact with SensingHandle assembly inner and outer hand hinges and RodsDecklid, Hood and convertible hinges, wood, guard and latch RodsComposite assembly applications;
Injection molding;
Extrusion processes such as co-
Extrusion, Thermoforming and thermoplastic extrusion;
And manual and automatic assembly.
18 We provide metal body systems, components, components and modules, including vehicle frames, chassis systems and body-in-
White systems and related engineering services for the global automotive industry.
Complete Body SystemIn-
Before and after the hood and Hood PanelsFender and assemblyesa quarterpaneltailgate and tail, B, C and DPillarsBumper BeamsDoor IntrusionSystemsHeat shieldssis SystemsCrossmember GmbH
Front and rear suspension modules for frame assembly control whole frame assembly process and tool program management program engineering computer-
Auxiliary Engineering (CAE)
The development of design verification prototype construction testing and verification tools and automation systems we have adopted a variety of different Forming Technologies, such as: hydraulic forming; stamping; hot stamping; roll forming;
Aluminum Casting; draw bending;
Advanced welding technology;
And things like: e-coating; heat treating;
And high temperature wax coating.
We design, design and manufacture visual systems for the global automotive industry.
Car interior-
Dimming glass frame and frame glass elements, compass and temperature display
Dimming glass frame and frame glass integrated camera and sensor blind spot detection power folding and power expansion Technology reverse and forward Spotlight lighting ground lighting and projection lighting regulator adjustment lighting active grille off heating, ventilation and air conditioningHVAC)
Door handle lighting pocket and ground lighting projection LogoLightsHeadlamps and rear lighting and high intensity discharge (HID)
ReflectorsHalogen with HID projector and dual
The main processes involved in the manufacturing of our visual products include: electronic integration;
Injection molding; painting;
And manual and automatic assembly.
20We design, engineer and manufacture electronic components and sub
Systems in the global automotive industry.
Automatic backup and parking assistance system (camera-
Based on and ultrasound)Semi-
Autonomous driving, automatic emergency response, Surround View, secure connection, network threat detection and preventionthe-
Emergency services (e-Call)
Electronic controlersbody/driveway detection (
Including cross traffic identification)Head-
Upper display angle detection object and lane detection traffic sign identification combination head-
Da DisplaysWindshieldHead-
The main processes involved in the manufacture of electronic products include: the surface installation position of electronic components on printed circuit boards;
And manual and automatic assembly of electronic modules.
21We designs, designs and manufactures various external components and systems for the global automotive industry, including the commercial truck product market.
Fascia & TrimFront and rear bumper FasciasEnergy management system spoiler and GrillesRocker panel and claddingsdecklid and column application wheel open mold front end module front end bracket/grille
Dashboard, cooling parts, headlights, sensors, wires and pins)
Hatchback look ModulesLiftgate ModulesPolycarbonate RoofModulesActive Grill Class SystemsLightweight CompositesHoods, roof and beam and nesshieldswe use these products in different technologies and procedures, including: moldingtechnologies, such as injection molding, structural reaction injection, compression and thermoforming;
Finishing process including painting, hard coating, chrome plating, vacuum plating and Anode Oxidation;
Assembly and sorting manually and automatically.
22 We design, design and manufacture power systems and components for the global automotive industry.
Transmission manual-
Automatic transmission electric vehicle transmission drive system automatic transmission drive system actuator and system controller/4x4 drive module after disconnecting the system (RDM)
Front and rear shaft drive power supply belt-
Differential Drive system fluid pressure and control engine oil, vacuum and Pump (
Coolant, oil, purification and vacuum)
Quality balancer system selection electronic cooling fan thermal management module high pressure hydraulic pump selection metal forming solution conversion clutch module clutch hub and residential die casting products
Engineering services systems engineering and construction vehicles, engine and transmission systems engineering electrical/electronic/electro-mechanical simulation and testing services technology application software and support prototyping and low
We use a variety of different manufacturing capabilities and processing techniques in our power system operations, including: metal molds-forming; flow-forming;
Stamping, spinning;
Scroll synchronouslyforming; die-spline rolling; precision-heavy stamping; fineblanking;
Aluminum die casting and precision processing;
Magnesium processing;
Plastic injection molding; welding;
Soft and hard machining of gears and shafts; rotary swaging; hardening; laser welding;
Manual and automatic assembly; and end-of-line testing.
We also have a wide range of power system integration capabilities.
Through joint ventures, we include a non-
50% vote (76. 7% equity)
Partnership rights of Liteng Automobile Partnership (x93Litensx94)
Partnerships with certain members of senior management.
Litens is a leading high
Design drive subsystems and components.
The company\'s products include accessory drive systems and products such as auto tension and idlers, a decoupling Assembly for an over-running alternator, torqfilter crankshaft vibration control technology, isolation crank pulleys
Drive systems and products such as belt and chain zhangers and idlers, smartsprockettuned tuned sprocket and seized water pump pulleys and assemblies;
Special products for vehicle opening/stopping subsystem.
Litens has production operations in North America (Canada), Europe (Germany), Asia (China and India)
The rest of the world (Brazil).
23 we design, design and manufacture car roof systems for the global automotive industry.
Sliding folding with fixed C-pillar and modular roof opening various manufacturer solutionsto-
The roof opening across the entire vehicle has an opening width in the middle position
Component module integration service design service software TopsClassic software TopsManual and fully automatic soft topsprocess used in our roof system operation include: cutting and welding of complete fabric covering;
Backlight glue;
Complete roof assembly, both manual and automatic.
We provide parts, systems, vehicle engineering and contract vehicle assembly services for the automotive industry.
We are the leading brand.
Independent Assembly of the vehicle, experienced engineering and manufacturing partners.
Complete vehicle development and integration system and module development safety engineering prototype and low
Bulk production test bench service hybrid and electric vehicle contract manufacturing door module fuel tank for industrial service fuel system (
Steel, plastic and aluminum)
Water tank tubing (Steel and plastic)
Selective Catalytic Reduction of diesel undercharge protection fuel, oil and cooling tank (SCR)
Compressed natural gas tank (CNG)
And hydrogen (H2)
The fuel system processes used in our vehicle engineering and contract assembly operations include: manual and automatic welding;
Connections and rivets;
Manual and automatic painting/coating (
Immersion spray)and sealing; cycler testing;
And manual and automatic assembly.
We sell design, design and manufacturing tools for our own use and to our customers.
In addition, we provide engineering support services independent of specific production items that we may have production sales.
We have always emphasized that technology development, product and process innovation are key elements of our business strategy. Seex93Section 2.
Our business strategy and focus.
We expect that as automakers further engage automotive suppliers in the automotive development process, our involvement in working with automakers to develop innovative product and process technologies will increase.
Our R & D activities are carried out through our innovative development process.
These activities include our company R & D Group working closely under the global guidance of our Executive Vice President
President and CTO and each of our operations teams.
Multiple parties involved in internally displaced persons
Designed to turn ideas into a stage process of innovation that can eventually be commercialized.
The initial stages of the process are designed to facilitate the generation of ideas, including, inter alia, social, digital, demographic, regulatory identification, understanding and analysis of industry and other trends, these trends may generate demand for new automotive technologies, thus promoting the development of new automotive technologies;
Review of academic research;
And the opinions of auto customers.
The concept of further assessing progress made at this initial stage includes: matching our innovation pillar (Discussed below);
Commercial potential;
Risks and Challenges to further development.
Selected Innovations then progress in the product or process implementation, validation, and subsequent stages of the final product release.
In order to strengthen our own innovation efforts and gain innovative thinking outside the company and the automotive industry, we are also willing to work with potential inventors, entrepreneurs, universities and start-ups
Help companies bring innovative ideas to market.
We are currently working with technical institutions, venture capital communities and more than 50 universities in Canada, the United StatesS.
Europe develops innovative solutions for unmet needs in the automotive industry.
To support these open innovation efforts, we have taken a number of initiatives and investments in recent years, including: we work with Techstars, Ford and Verizon Telematics to support Techstars mobile, under the impetus of the Detroit project, a mentor --
Drive technology accelerator designed to create aMetro
The Detroit center that brings new technologies from mobile devices, wireless connectivity and cloud data resources to the market.
In June 2015, the first 10 start-up companies were selected and provided financial assistance, intensive business training and opportunities for business experts to serve as mentors.
We work with Argus Network Security Ltd.
Provide solutions to network-related vehicle safety issues
The growing market for vehicle connectivity is under attack.
Through this partnership, Magna brings a comprehensive range of automotive electronics systems, as well as security.
Key System design expertise when Argus provides its intrusion defense system (IPS)
Solutions and cloud
The key to protecting vehicles based on monitoring services
The board system was hacked.
Unlike the typical solution for simply setting up a firewall, the Magna/Argus system proactively monitors suspicious and/or potentially malicious activity for early detection and prevention.
The system allows a complete, integrated package, I . E. to-
Embedded and seamlessly integrated into any vehicle product line without changing the existing vehicle architecture;
We have invested heavily in emerging technology companies, including radar-related investments.
Driver assistance system and radar
Based on Collision Mitigation and vehicleto-
Vehicle communication system.
25 innovation is the foundation of the success of magna Industries in the past, an important factor in our competitive power, a key operational focus and a key element of our business strategy.
Our current strategic focus on innovation is to develop products and processes that meet one of the four innovation pillars discussed below.
Some examples of recent innovations in these areas are as follows: eyerisgeneration 3.
0 vision system our latest generation of vision system is built on the innovative technology of previousEYERIS platform, including improved vision and enhanced camera resolution.
EYERIS Gen 3.
Fiat Chrysler 2016 Jeep Grand Cherokee and the upcoming 2017 Chrysler Pacific car will be on display for 0 vehicles.
As part of the front radar fusion system for Jeeps, the system provides Lane hold assist, automatic high beam, automatic emergency braking, and adaptive cruise control. CAMERA-
Based on automatic emergency braking (AEB)
We developed the first camera in the automotive industry.
Based on automatic emergency braking (AEB)system.
The system will be available on the 2016 Chevrolet Volt with forward-looking
Collision warning and automatic emergency braking function to remind the driver to slow down the vehicle during driving and apply brake deceleration or even parking to reduce or avoid collision.
The AEB system works by processing data from forward, with or without the driver\'s participation
The facing camera mounted behind the windshield of the car.
The camera, combined with the data processor, provides a complete, real
Time image of the road ahead.
The system can also be combined with radar and other sensors in certain vehicles at 8 km/h (5mph)and 60 km/h (37 mph)
And can detect about 60 m (197 feet)away.
Drag the trailer back-
We continue to build support systems based on our leadership capabilities
Driver Assistance System based on rear view camera and 2016 Ford F-
Backup Assist system for 150 Pro trailer.
The system allows drivers to return more conveniently and safely-
A trailer with an automated system in which the driver uses the control knob to manipulate the trailer while the truck operates its own wheels. The first-to-
Our rear view camera measures the angle between the truck and the trailer, as well as the ourimage processing algorithm, which enables the market system by detecting the target decal on the trailer to calculate the angle of the trailer. The Ford Back-
The Up Assist system selected as the top Consumer Electronics Show (CES)
Winner of 2016 Automotive Intelligent Innovation Award.
Active pneumatic (ACTEROx99)
We are the leader in the development of active aerodynamics systems.
Based on the success of our innovative Active grille and the growing demand for vehicle aerodynamics improvements, we have expanded our product development including active front deflators, active lift gate spoiler and active tailgate and body lower panel, as with the active grille, designed to reduce vehicle traction by redirecting air_ow, thus improving fuel economy
Our 7DCT300 is a dual clutch transmission
Clutch Transmission with front stage design
Horizontal installation in the middle
Compact size vehicle.
It is ideal for a wide range of vehicle applications, including sports models, for vehicles of all models
Wheel drive and those designs with the ability to start and sail.
Thanks to its full demand, the technology allows for increased comfort and higher fuel efficiency
Control Drive and innovative smart drive for wet clutch.
The 7DCT300 is 10% lighter than the previous transmission, and the torque capacity is 20% higher.
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