BorgWarner, Delphi face change together

AURBURN HILLS, Mich.—BorgWarner's pending acquisition of Delphi Technologies would combine the resources of two powertrain tech leaders as both attempt to move from a world dominated by internal combustion to one that is electrified.

But the proposed $3.3 billion deal illustrates the cold new reality of the industry: Companies that were on top in the 20th century are having to reinvent themselves to stay on top in the 21st.

Delphi Technologies, a maker of fuel injectors, ignition components and fuel and emissions management systems, has been a symbol of that difficult transition.

Delphi is the descendant of Delphi Automotive, once the world's largest supplier of parts to auto makers. Since its launch as an independent supplier at the end of 2017, it has combated a public perception that it represented "old technologies" while the other piece of Delphi — renamed Aptiv—kept the cards for such new-age auto technologies as sensors, electrical architectures and connected services.

But speaking on a call with analysts last week after the announcement, Delphi Technologies CEO Rick Dauch painted a picture of a major supplier deeply engaged in a makeover.

"We have focused our investments and efforts on technologies and programs that have the potential to provide the most attractive profitable growth and support our mission to make vehicles that drive cleaner, better and further," Dauch told analysts.

"We recently completed the construction and launch of three new facilities in China, Poland and Mexico, which demonstrates our industry leadership and confidence in the future of electrification," he said. "We have developed a unique portfolio of advanced automotive-grade technologies that include inverters in our patented Viper Power Switch, DC/DC converters, onboard charging and battery management solutions, as well as propulsion control and diagnostic software for both onboard and cloud-based systems and networks."

But it has been a rough ride. In December, Dauch told Automotive News Europe that the market shift away from diesel powertrains in Europe "drags on our financials a little bit because we have gone from a profitable diesel business to a weakening diesel business to a money-losing gasoline business until we get our orders above fixed costs."

He said the company was determined to become profitable in the gasoline engine business by the end of the fourth quarter of 2020.

"We have been making diesel engine components for decades, and that was really the backbone of the company," said Dauch, who took over as CEO in January 2019. "We have invested more than half a billion dollars in 2018 and 2019 to refit plants around the world. We are installing capacity to produce more gasoline components to meet the needs of our customers as they shift from diesel to gasoline."

Last October, Delphi embarked on a three-year, $200 million restructuring plan that involves cost cuts and head-count reductions.

Through the global transition, Delphi's market value has trended downward. Its stock price has fallen from nearly $60 a share two years ago at the time of its new independence to under $10 a share on Jan. 24, the Friday before the BorgWarner deal was announced. The proposed acquisition, which is subject to board approval in April, valued Delphi Technologies at $3.3 billion.

But lost on many observers has been the speed of change inside Delphi. Power electronics is the company's fastest-growing business, Dauch said in his December interview. In 2017, electronics and electrification represented about 40 percent of Delphi's business, compared with 60 percent coming from internal combustion engine parts. In 2018, the split was 50-50. And in the first half of last year, electronics represented two-thirds of sales, Dauch estimated.

BorgWarner also is a company in transition. With a significant position in mechanical, hydraulic and clutch components, the company has been pushing deeper into electrification. It is marketing its battery-electric Integrated Drive Module, which brings together mechanical, motor, electronics and software technologies, along with its eTurbo, eBooster and many other electrified products.

"We didn't get to where we are today overnight," BorgWarner CEO Frederic Lissalde told analysts in a conference call. "Rather, over the last several years, BorgWarner has been on a journey to transition to advanced propulsion and electrification."

Lissalde said BorgWarner anticipates a 30 percent increase in the electric vehicle segment of its business by 2023. But that will not dramatically alter BorgWarner as it looks today. A 30 percent increase will take electric technology to just 8 percent of BorgWarner's business in 2023, the CEO said, while 63 percent will remain with internal combustion vehicles.

Lissalde emphasized that folding Delphi and BorgWarner together will allow the two companies to act as one to develop a broader spectrum of powertrain components.

"The combined company will be a leader across all propulsion types, serving customers around the globe, whether in combustion, hybrid or electric propulsion," Lissalde said. "While it is easy to see the benefits we're getting with Delphi Technologies' electronics and power electronics capabilities, we also are gaining complementary products on the combustion side."

Marcus Hudson, executive director of Calderone Advisory Group in suburban Detroit, last week called the acquisition "one of necessity."

"Suppliers are positioning themselves for the move to electric vehicles as well as declining automotive volumes," Hudson wrote in an email.

"BW is good at powertrains but lacks Delphi's sophistication in electronics, while Delphi Technologies lacks BW's capital and scale," he wrote. "The merger allows BW, specifically, to continue to compete in traditional powertrains while setting it up to transition, however slowly, to the age of electronic vehicles."