q10033108.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C.
20549
FORM
10-Q
QUARTERLY
REPORT
(Mark
One)
[ X ] Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly
period ended March 31,
2008
OR
[ ] Transition Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the transition
period from ____________ to ____________
Commission file
number: 1-12162
(Exact name of
registrant as specified in its charter)
Delaware 13-3404508
State or other
jurisdiction
of (I.R.S.
Employer
Incorporation or
organization Identification
No.)
3850 Hamlin Road, Auburn
Hills, Michigan 48326
(Address of principal
executive offices) (Zip
Code)
Registrant's
telephone number, including area code: (248)
754-9200
Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. YES [ X
] NO [ ]
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large Accelerated
Filer [ X ] Accelerated Filer
[ ] Non-Accelerated Filer
[ ] Smaller Reporting Company
[ ]
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). YES
[ ] NO [ X ]
On March 31, 2008,
the registrant had 116,104,528 shares of Common Stock
outstanding.
BORGWARNER INC.
FORM 10-Q
THREE MONTHS ENDED MARCH 31, 2008
INDEX
PART I. |
Financial Information |
Page No. |
Item
1. |
Financial
Statements |
|
|
Condensed
Consolidated Balance Sheets as of March 31,
2008 (Unaudited) and December 31, 2007 |
3 |
|
Condensed
Consolidated Statements of Operations (Unaudited) for the three
months ended March 31, 2008 and
2007
|
4 |
|
Condensed
Consolidated Statements of Cash Flows (Unaudited) for the three
months ended March 31, 2008 and
2007
|
5 |
|
Notes to Condensed
Consolidated Financial Statements (Unaudited) |
6 |
Item
2. |
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
23 |
Item 3. |
Quantitative and
Qualitative Disclosures About Market Risk |
32 |
Item
4. |
Controls and
Procedures |
|
PART
II |
Other Information |
32 |
Item
1. |
Legal
Proceedings |
32 |
Item
2. |
Unregistered Sales of
Equity Securities and Use of Proceeds (Repurchases and Authorization of Equity
Securities) |
32 |
Item
5. |
Other
Information |
33 |
Item
6. |
Exhibits |
34 |
SIGNATURES |
|
35 |
PART I. FINANCIAL
INFORMATION
BORGWARNER
INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(millions
of dollars)
|
|
March
31,
|
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Cash
|
|
$ |
203.4 |
|
|
$ |
188.5 |
|
Marketable
securities
|
|
|
11.8 |
|
|
|
14.6 |
|
Receivables,
net
|
|
|
955.1 |
|
|
|
802.4 |
|
Inventories,
net
|
|
|
471.8 |
|
|
|
447.6 |
|
Deferred
income taxes
|
|
|
46.8 |
|
|
|
42.8 |
|
Prepayments
and other current assets
|
|
|
78.2 |
|
|
|
84.4 |
|
Total
current assets
|
|
|
1,767.1 |
|
|
|
1,580.3 |
|
|
|
|
|
|
|
|
|
|
Property,
plant & equipment, net
|
|
|
1,672.2 |
|
|
|
1,609.1 |
|
Investments
& advances
|
|
|
272.0 |
|
|
|
255.1 |
|
Goodwill
|
|
|
1,199.8 |
|
|
|
1,168.2 |
|
Other
non-current assets
|
|
|
376.1 |
|
|
|
345.8 |
|
Total
assets
|
|
$ |
5,287.2 |
|
|
$ |
4,958.5 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Notes
payable
|
|
$ |
144.3 |
|
|
$ |
63.7 |
|
Current
portion of long-term debt
|
|
|
138.6 |
|
|
|
- |
|
Accounts
payable and accrued expenses
|
|
|
1,035.6 |
|
|
|
993.0 |
|
Income taxes
payable
|
|
|
17.9 |
|
|
|
27.2 |
|
Total
current liabilities
|
|
|
1,336.4 |
|
|
|
1,083.9 |
|
|
|
|
|
|
|
|
|
|
Long-term
debt
|
|
|
446.7 |
|
|
|
572.6 |
|
Other
non-current liabilities:
|
|
|
|
|
|
|
|
|
Retirement-related
liabilities
|
|
|
507.9 |
|
|
|
500.4 |
|
Other
|
|
|
394.8 |
|
|
|
362.6 |
|
Total
other non-current liabilities
|
|
|
902.7 |
|
|
|
863.0 |
|
|
|
|
|
|
|
|
|
|
Minority
interest in consolidated subsidiaries
|
|
|
122.0 |
|
|
|
117.9 |
|
|
|
|
|
|
|
|
|
|
Common
stock
|
|
|
1.2 |
|
|
|
1.2 |
|
Capital in
excess of par value
|
|
|
951.6 |
|
|
|
943.4 |
|
Retained
earnings
|
|
|
1,369.5 |
|
|
|
1,295.9 |
|
Accumulated
other comprehensive income
|
|
|
213.2 |
|
|
|
127.1 |
|
Treasury
stock
|
|
|
(56.1 |
) |
|
|
(46.5 |
) |
Total
stockholders' equity
|
|
|
2,479.4 |
|
|
|
2,321.1 |
|
Total
liabilities and stockholders' equity
|
|
$ |
5,287.2 |
|
|
$ |
4,958.5 |
|
See
accompanying Notes to Condensed Consolidated Financial
Statements
BORGWARNER
INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(millions
of dollars, except share and per share data)
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$ |
1,498.9 |
|
|
$ |
1,277.8 |
|
Cost of
sales
|
|
|
1,215.4 |
|
|
|
1,061.9 |
|
Gross
profit
|
|
|
283.5 |
|
|
|
215.9 |
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative expenses
|
|
|
155.7 |
|
|
|
126.7 |
|
Other
(income) expense
|
|
|
1.1 |
|
|
|
(0.7 |
) |
Operating
income
|
|
|
126.7 |
|
|
|
89.9 |
|
|
|
|
|
|
|
|
|
|
Equity in
affiliates' earnings, net of tax
|
|
|
(9.1 |
) |
|
|
(9.2 |
) |
Interest
expense and finance charges
|
|
|
6.5 |
|
|
|
8.9 |
|
Earnings
before income taxes and minority interest
|
|
|
129.3 |
|
|
|
90.2 |
|
|
|
|
|
|
|
|
|
|
Provision for
income taxes
|
|
|
33.6 |
|
|
|
24.4 |
|
Minority
interest, net of tax
|
|
|
7.0 |
|
|
|
7.4 |
|
Net
earnings
|
|
$ |
88.7 |
|
|
$ |
58.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per
share - basic
|
|
$ |
0.76 |
|
|
$ |
0.50 |
|
|
|
|
|
|
|
|
|
|
Earnings per
share - diluted
|
|
$ |
0.75 |
|
|
$ |
0.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding (thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
116,247 |
|
|
|
115,832 |
|
Diluted
|
|
|
118,466 |
|
|
|
117,238 |
|
|
|
|
|
|
|
|
|
|
Dividends
declared per share
|
|
$ |
0.11 |
|
|
$ |
0.09 |
|
See
accompanying Notes to Condensed Consolidated Financial
Statements
BORGWARNER
INC. AND CONSOLIDATED SUBSIDIARIES CONDENSED CONSOLIDATED
STATEMENTS
OF CASH FLOWS (UNAUDITED)
(millions
of dollars)
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
OPERATING
|
|
|
|
|
|
|
Net
earnings
|
|
$ |
88.7 |
|
|
$ |
58.4 |
|
Adjustments
to reconcile net earnings to net cash flows from
operations:
|
|
|
|
|
|
|
|
|
Non-cash
charges (credits) to operations:
|
|
|
|
|
|
|
|
|
Depreciation
and tooling amortization
|
|
|
66.8 |
|
|
|
60.2 |
|
Amortization
of intangible assets and other
|
|
|
5.4 |
|
|
|
4.1 |
|
Stock option
compensation expense
|
|
|
5.5 |
|
|
|
4.2 |
|
Deferred
income tax loss (benefit)
|
|
|
4.0 |
|
|
|
(7.0 |
) |
Equity in
affiliates' earnings, net of dividends received, minority
interest
and other
|
|
|
4.4 |
|
|
|
6.8 |
|
Net
earnings adjusted for non-cash charges to operations
|
|
|
174.8 |
|
|
|
126.7 |
|
Changes in
assets and liabilities:
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(111.2 |
) |
|
|
(45.3 |
) |
Inventories
|
|
|
(5.3 |
) |
|
|
(35.3 |
) |
Prepayments
and other current assets
|
|
|
8.0 |
|
|
|
(12.2 |
) |
Accounts
payable and accrued expenses
|
|
|
22.2 |
|
|
|
49.9 |
|
Income taxes
payable
|
|
|
(11.4 |
) |
|
|
(0.5 |
) |
Other
non-current assets and liabilities
|
|
|
(2.6 |
) |
|
|
(0.7 |
) |
Net
cash provided by operating activities
|
|
|
74.5 |
|
|
|
82.6 |
|
|
|
|
|
|
|
|
|
|
INVESTING
|
|
|
|
|
|
|
|
|
Capital
expenditures, including tooling outlays
|
|
|
(75.4 |
) |
|
|
(58.3 |
) |
Net proceeds
from asset disposals
|
|
|
0.3 |
|
|
|
2.1 |
|
Purchases of
marketable securities
|
|
|
- |
|
|
|
(12.5 |
) |
Proceeds from
sales of marketable securities
|
|
|
3.7 |
|
|
|
14.4 |
|
Net
cash used in investing activities
|
|
|
(71.4 |
) |
|
|
(54.3 |
) |
|
|
|
|
|
|
|
|
|
FINANCING
|
|
|
|
|
|
|
|
|
Net increase
(decrease) in notes payable
|
|
|
79.0 |
|
|
|
(39.7 |
) |
Additions to
long-term debt
|
|
|
- |
|
|
|
20.0 |
|
Repayments of
long-term debt
|
|
|
(5.1 |
) |
|
|
(7.5 |
) |
Payment for
purchase of treasury stock
|
|
|
(13.5 |
) |
|
|
- |
|
Proceeds from
stock options exercised, net of tax benefit
|
|
|
2.7 |
|
|
|
13.1 |
|
Dividends
paid to BorgWarner stockholders
|
|
|
(12.8 |
) |
|
|
(9.8 |
) |
Dividends
paid to minority shareholders
|
|
|
(8.2 |
) |
|
|
(10.9 |
) |
Net
cash (used in) provided by financing activities
|
|
|
42.1 |
|
|
|
(34.8 |
) |
Effect of
exchange rate changes on cash
|
|
|
(30.3 |
) |
|
|
1.3 |
|
Net increase
(decrease) in cash
|
|
|
14.9 |
|
|
|
(5.2 |
) |
Cash at
beginning of year
|
|
|
188.5 |
|
|
|
123.3 |
|
Cash at end
of period
|
|
$ |
203.4 |
|
|
$ |
118.1 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
Net cash paid
during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
11.7 |
|
|
$ |
11.8 |
|
Income
taxes
|
|
|
45.3 |
|
|
|
27.4 |
|
Non-cash
financing transactions:
|
|
|
|
|
|
|
|
|
Stock
Performance Plans
|
|
|
1.5 |
|
|
|
2.3 |
|
See
accompanying Notes to Condensed Consolidated Financial Statements
BORGWARNER
INC. AND CONSOLIDATED SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1)
Basis of Presentation
The accompanying
unaudited consolidated financial statements of BorgWarner Inc. and Consolidated
Subsidiaries (the “Company”) have been prepared in accordance with accounting
principles generally accepted in the United States of America (“GAAP”) for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes necessary for a comprehensive presentation of
financial position, results of operations and cash flow activity required by
GAAP for complete financial statements. In the opinion of management,
all normal recurring adjustments necessary for a fair presentation of results
have been included. Operating results for the three months ended March 31, 2008
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2008. The balance sheet as of December 31, 2007
was derived from the audited financial statements as of that
date. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company’s Annual Report on Form
10-K for the year ended December 31, 2007.
Management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and accompanying notes, as well as the amounts of
revenues and expenses reported during the periods covered by those financial
statements and accompanying notes. Actual results could differ from
these estimates.
Stock
Split
On
November 14, 2007, the Company’s Board of Directors approved a two-for-one stock
split effected in the form of a stock dividend on its common
stock. To implement this stock split, shares of common stock were
issued on December 17, 2007 to stockholders of record as of the close of
business on December 6, 2007. All prior year share and per share
amounts disclosed in this document have been restated to reflect the two-for-one
stock split.
(2)
Research and Development
The following table
presents the Company’s gross and net expenditures on research and development
(“R&D”) activities:
(millions)
|
|
|
|
|
|
|
Three months ended March
31,
|
|
2008
|
|
|
2007
|
|
Gross R&D
expenditures
|
|
$ |
67.0 |
|
|
$ |
60.5 |
|
Customer
reimbursements
|
|
|
(9.5 |
) |
|
|
(9.6 |
) |
Net R&D
expenditures
|
|
$ |
57.5 |
|
|
$ |
50.9 |
|
The Company’s net
R&D expenditures are included in the selling, general and administrative
expenses of the Condensed Consolidated Statements of
Operations. Customer reimbursements are netted against gross R&D
expenditures upon billing of services performed. The Company has
contracts with several customers at the Company’s various R&D
locations. No such contract exceeded $6 million in any of the periods
presented.
(3)
Income Taxes
The Company's
provision for income taxes is based upon an estimated annual tax rate for the
year applied to federal, state and foreign income. The projected
effective tax rate of 26.0% for 2008 differs from the U.S. statutory rate
primarily due to foreign rates, which differ from those in the U.S., the
realization of certain business tax credits including R&D and foreign tax
credits and favorable permanent differences between book and tax treatment for
items, including equity in affiliates’ earnings and a Medicare prescription drug
benefit. This rate is expected to be less than the full year 2007
effective tax rate of 26.5% because the 2007 rate included: a) foreign rates
which differ from those in the U.S.; b) realization of certain business tax
credits including R&D and foreign tax credits; c) other permanent items,
including equity in affiliates’ earnings and Medicare prescription drug benefit;
d) the tax effects of other miscellaneous dispositions; e) the change of tax
accrual accounts upon conclusion of certain tax audits; and f) adjustments to
various tax accounts, including changes in tax laws, primarily in Europe.
The Company adopted
the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes (“FIN 48”), on January 1, 2007. As a result of the
implementation of FIN 48, the Company recognized a $16.6 million reduction to
the January 1, 2007 balance of retained earnings. At December 31,
2007, the Company reported $71.7 million of unrecognized tax benefits;
approximately $62.5 million represent the amount that, if recognized, would
affect the Company’s effective income tax rate in future periods.
At
March 31, 2008, the balance of gross unrecognized tax benefits is $65.6
million. Included in the balance at March 31, 2008 are
$55.9 million of tax positions that are permanent in nature and,
if recognized, would reduce the effective tax rate. The reduction in
the gross unrecognized tax benefits is primarily due to a $6.6 million cash
payment to the Internal Revenue Service ("IRS") to resolve agreed upon issues of
the ongoing IRS examination of the Company’s 2002-2004 tax year. The
Company intends to appeal an issue related to the 2002-2004 IRS audit during
2008, which is not expected to be resolved in the next 12 months. In
addition, the Company’s federal, certain state and certain non-U.S. income tax
returns are currently under various stages of audit by applicable tax
authorities and the amounts ultimately paid, if any, upon resolution of the
issues raised by the taxing authorities may differ materially from the amounts
accrued for each year. Any other possible change in the
unrecognized tax benefits within the next 12 months cannot be reasonably
estimated.
The Company
recognizes interest and penalties related to unrecognized tax benefits in income
tax expense. The Company had $9.7 million accrued at December 31,
2007 for the payment of any such interest and penalties. The Company
had approximately $11.6 million for the payment of interest and penalties
accrued at March 31, 2008.
The Company or one
of its subsidiaries files income tax returns in the U.S. federal jurisdiction,
and various states and foreign jurisdictions. The Company is no
longer subject to income tax examinations by tax authorities in its major tax
jurisdictions as follows:
Tax
Jurisdiction |
Years No Longer
Subject to
Audit
|
U.S.
Federal |
2001 and
prior |
Brazil |
2002 and
prior |
France |
2003 and
prior |
Germany |
2002 and
prior |
Hungary |
2004 and
prior |
Italy |
2002 and
prior |
Japan |
2006 and
prior |
South
Korea |
2004 and
prior |
United
Kingdom |
2004 and
prior |
In
certain tax jurisdictions the Company may have more than one
taxpayer. The table above reflects the status of the major taxpayer
in each major tax jurisdiction.
(4)
Marketable Securities
As
of March 31, 2008 and December 31, 2007, the Company held $11.8 million and
$14.6 million, respectively, of highly liquid investments in marketable
securities, primarily bank notes. The securities are carried at fair
value with the unrealized gain or loss, net of tax, reported in other
comprehensive income. As of March 31, 2008 and December 31, 2007, $3.9 million
and $7.3 million of the contractual maturities are within one to five years and
$7.9 million and $7.3 million are due beyond five years,
respectively. The Company does not intend to hold these investments
until maturity; rather, they are available to support current operations if
needed.
(5)
Sales of Receivables
The Company
securitizes and sells certain receivables through third party financial
institutions without recourse. The amount sold can vary each month
based on the amount of underlying receivables. At both March 31, 2008
and December 31, 2007, the Company had sold $50 million of receivables under a
Receivables Transfer Agreement for face value without
recourse. During both of the three-month periods ended March 31, 2008
and 2007, total cash proceeds from sales of accounts receivable were $150
million. The Company paid servicing fees related to these receivables
for the three months ended March 31, 2008 and 2007 of $0.6 million and $0.7
million, respectively. These amounts are recorded in interest expense
and finance charges in the Condensed Consolidated Statements of
Operations.
(6)
Inventories
Inventories are
valued at the lower of cost or market. The cost of U.S. inventories
is determined by the last-in, first-out (“LIFO”) method, while the operations
outside the U.S. use the first-in, first-out (“FIFO”) or average-cost
methods. Inventories consisted of the following:
(millions)
|
|
March
31,
|
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Raw material
and supplies
|
|
$ |
256.0 |
|
|
$ |
246.7 |
|
Work in
progress
|
|
|
107.3 |
|
|
|
99.8 |
|
Finished
goods
|
|
|
121.8 |
|
|
|
114.6 |
|
FIFO
inventories
|
|
|
485.1 |
|
|
|
461.1 |
|
LIFO
reserve
|
|
|
(13.3 |
) |
|
|
(13.5 |
) |
Inventories, net
|
|
$ |
471.8 |
|
|
$ |
447.6 |
|
(7)
Property, Plant & Equipment
|
|
|
|
|
|
|
(millions)
|
|
March
31,
|
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
Land and
buildings
|
|
$ |
634.8 |
|
|
$ |
604.9 |
|
Machinery and
equipment
|
|
|
1,882.4 |
|
|
|
1,806.1 |
|
Capital
leases
|
|
|
2.9 |
|
|
|
1.1 |
|
Construction
in progress
|
|
|
155.8 |
|
|
|
143.4 |
|
Total
property, plant & equipment
|
|
|
2,675.9 |
|
|
|
2,555.5 |
|
Less
accumulated depreciation
|
|
|
(1,096.9 |
) |
|
|
(1,037.9 |
) |
|
|
|
1,579.0 |
|
|
|
1,517.6 |
|
Tooling, net
of amortization
|
|
|
93.2 |
|
|
|
91.5 |
|
Property,
plant & equipment, net
|
|
$ |
1,672.2 |
|
|
$ |
1,609.1 |
|
Interest costs
capitalized during the three-month periods ended March 31, 2008 and March 31,
2007 were $1.8 million and $2.0 million, respectively.
As
of March 31, 2008 and December 31, 2007, accounts payable of $33.9 million and
$45.8 million, respectively, were related to property, plant and equipment
purchases.
As
of March 31, 2008 and December 31, 2007, specific assets of $17.8 million and
$16.5 million, respectively, were pledged as collateral under certain of the
Company’s long-term debt agreements.
(8)
Product Warranty
The Company
provides warranties on some of its products. The warranty terms are
typically from one to three years. Provisions for estimated expenses
related to product warranty are made at the time products are
sold. These estimates are established using historical information
about the nature, frequency, and average cost of warranty
claims. Management actively studies trends of warranty claims and
takes action to improve product quality and minimize warranty
claims. While management believes that the warranty accrual is
appropriate, actual claims incurred could differ from the original estimates,
requiring adjustments to the accrual. The accrual is recorded in both
long-term and short-term liabilities on the balance sheet. The
following table summarizes the activity in the warranty accrual
accounts:
|
|
Three
months ended
|
|
(millions)
|
|
March
31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Beginning
balance
|
|
$ |
70.1 |
|
|
$ |
60.0 |
|
Provision
|
|
|
10.1 |
|
|
|
24.9 |
|
Payments
|
|
|
(6.7 |
) |
|
|
(5.6 |
) |
Currency
translation
|
|
|
3.3 |
|
|
|
0.5 |
|
Ending
balance
|
|
$ |
76.8 |
|
|
$ |
79.8 |
|
Contained within
the provision recognized in the three months ended March 31, 2007 is
approximately $14 million for a warranty-related issue surrounding a product,
built during a 15-month period in 2004 and 2005, that is no longer in
production.
(9)
Notes Payable and Long-Term Debt
Following is a
summary of notes payable and long-term debt, including current
portion. The weighted average interest rate on all borrowings
outstanding as of March 31, 2008 and December 31, 2007 was 4.7% and 5.4%,
respectively.
(millions)
|
|
March
31, 2008
|
|
|
December
31, 2007
|
|
|
|
Current
|
|
|
Long-Term
|
|
|
Current
|
|
|
Long-Term
|
|
Bank
borrowings and other
|
|
$ |
103.0 |
|
|
$ |
6.7 |
|
|
$ |
30.0 |
|
|
$ |
6.0 |
|
Term loans
due through 2013 (at an average rate of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3%
in 2008 and 4.0% in 2007)
|
|
|
41.3 |
|
|
|
18.6 |
|
|
|
33.7 |
|
|
|
18.8 |
|
5.75% Senior Notes due 11/01/16,
net of unamortized discount (a)
|
|
|
- |
|
|
|
149.1 |
|
|
|
- |
|
|
|
149.1 |
|
6.50% Senior Notes due 02/15/09,
net of unamortized discount (a)
|
|
|
136.5 |
|
|
|
- |
|
|
|
- |
|
|
|
136.5 |
|
8.00% Senior Notes due 10/01/19,
net of unamortized discount (a)
|
|
|
- |
|
|
|
133.9 |
|
|
|
- |
|
|
|
133.9 |
|
7.125% Senior
Notes due 02/15/29, net of unamortized discount
|
|
|
- |
|
|
|
119.2 |
|
|
|
- |
|
|
|
119.2 |
|
Carrying
amount
|
|
|
280.8 |
|
|
|
427.5 |
|
|
|
63.7 |
|
|
|
563.5 |
|
Impact of
derivatives on debt
|
|
|
2.1 |
|
|
|
19.2 |
|
|
|
- |
|
|
|
9.1 |
|
Total notes payable and long-term debt, including current
portion
|
|
$ |
282.9 |
|
|
$ |
446.7 |
|
|
$ |
63.7 |
|
|
$ |
572.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) The
Company entered into several interest rate swaps, which have the effect of
converting $325.0 million of these fixed rate notes to variable rates as
of March 31, 2008 and December 31, 2007. The weighted average
effective interest rates for these borrowings, including the effects of
outstanding swaps as noted in Note 11, were 5.0% as of March 31, 2008 and
December 31, 2007, respectively.
|
|
The Company has a
multi-currency revolving credit facility, which provides for borrowings up to
$600 million through July 2009. At March 31, 2008 and December 31,
2007 there were no borrowings outstanding under the facility. The
credit agreement is subject to the usual terms and conditions applied by banks
to an investment grade company. The Company was in compliance with
all covenants at March 31, 2008 and expects to remain compliant in future
periods. The Company had outstanding letters of credit of $22.0
million at March 31, 2008 and December 31, 2007. The letters of
credit typically act as a guarantee of payment to certain third parties in
accordance with specified terms and conditions.
As
of March 31, 2008 and December 31, 2007, the estimated fair values of the
Company’s senior unsecured notes totaled $571.6 million and $572.4 million,
respectively. The estimated fair values were $32.8 million higher at
March 31, 2008 and $33.7 million higher at December 31, 2007 than their
respective carrying values. Fair market values are developed by the
use of estimates obtained from brokers and other appropriate valuation
techniques based on information available as of quarter-end and
year-end. The fair value estimates do not necessarily reflect the
values the Company could realize in the current markets.
(10)
Fair Value Measurements
On
January 1, 2008, the Company partially adopted as required, Statement of
Financial Accounting Standards No. 157 – “Fair Value Measurements” (“SFAS 157”)
which expands the disclosure of fair value measurements and its impact on the
Company’s financial statements. In February 2008, the FASB issued FSP
157-2, which delayed the effective date of adoption with respect to certain
non-financial assets and liabilities until 2009. We intend to defer
the adoption of SFAS 157 with respect to certain non-financial assets and
liabilities as permitted.
Statement No. 157
emphasizes that fair value is a market-based measurement, not an entity specific
measurement. Therefore, a fair value measurement should be determined
based on assumptions that market participants would use in pricing an asset or
liability. As a basis for considering market participant assumptions
in fair value measurements, SFAS 157 establishes a fair value hierarchy, which
prioritizes the
inputs used in measuring
fair values as follows:
Level
1:
|
Observable inputs such
as quoted prices in active markets; |
Level 2: |
Inputs, other than
quoted prices in active markets, that are observable either directly or
indirectly; and |
Level 3: |
Unobservable inputs in
which there is little or no market data, which require the reporting
entity to develop its own assumptions. |
Assets and liabilities measured at
fair value are based on one or more of the following three valuation techniques
noted in SFAS 157:
Market
approach: |
Prices and other
relevant information generated by market transactions involving identical
or comparable assets or liabilities. |
Cost
approach: |
Amount that
would be required to replace the service capacity of an asset (replacement
cost). |
Income
approach: |
Techniques to
convert future amounts to a single present amount based upon market
expectations (including present value techniques, option-pricing
and
excess
earnings models).
|
The following table
classifies the assets and liabilities measured at fair value on a recurring
basis during the period ended March 31, 2008:
|
|
|
|
|
|
|
Basis of Fair Value Measurements
|
|
|
|
|
|
|
|
|
Quoted
|
|
|
Significant
|
|
|
Significant
|
|
|
|
|
|
|
|
|
Prices in
|
|
|
Other
|
|
|
Unobservable
|
|
|
|
|
|
|
|
|
Active
|
|
|
Observable
|
|
|
Inputs
|
|
|
|
Balance at
|
|
|
Markets for
|
|
|
Inputs
|
|
|
|
|
|
|
March 31,
|
|
|
Identical
Items
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
(Level
1)
|
|
|
(Level
2)
|
|
|
(Level
3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable
Securities
|
|
$ |
|
|
11.8 |
|
|
$ |
11.8 |
|
|
|
|
$ |
- |
|
|
$ |
- |
|
Interest rate
swap contracts
|
|
|
|
|
21.3 |
|
|
|
- |
|
|
|
|
|
21.3 |
|
|
|
- |
|
Commodity
contracts
|
|
|
|
|
2.6 |
|
|
|
- |
|
|
|
|
|
2.6 |
|
|
|
- |
|
Foreign
exchange contracts
|
|
|
|
|
1.0 |
|
|
|
- |
|
|
|
|
|
1.0 |
|
|
|
- |
|
|
|
$ |
|
|
36.7 |
|
|
$ |
11.8 |
|
|
|
|
$ |
24.9 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity
contracts
|
|
$ |
|
|
14.1 |
|
|
$ |
- |
|
|
|
|
$ |
14.1 |
|
|
$ |
- |
|
Foreign
exchange contracts
|
|
|
|
|
33.7 |
|
|
|
- |
|
|
|
|
|
33.7 |
|
|
|
- |
|
Net
investment hedge contracts
|
|
|
|
|
67.2 |
|
|
|
- |
|
|
|
|
|
67.2 |
|
|
|
- |
|
|
|
$ |
|
|
115.0 |
|
|
$ |
- |
|
|
|
|
$ |
115.0 |
|
|
$ |
- |
|
(11)
Financial Instruments
The
Company’s financial instruments include cash, marketable securities, trade
receivables, trade payables, and notes payable. Due to the short-term nature of
these instruments, the book value approximates fair value. The Company’s
financial instruments also include long-term debt, interest rate and currency
swaps, commodity swap contracts, and foreign currency forward
contracts. All derivative contracts are placed with counterparties
that have a S&P credit rating of “A-“ or better.
The Company manages
its interest rate risk by balancing its exposure to fixed and variable rates
while attempting to minimize its interest costs. The Company
selectively uses interest rate swaps to reduce market value risk associated with
changes in interest rates (fair value hedges). The Company also
selectively uses cross-currency swaps to hedge the foreign currency exposure
associated with our net investment in certain
foreign operations
(net investment hedges).
A
summary of these instruments outstanding at March 31, 2008 follows:
|
|
|
Notional
|
|
|
|
|
|
Amount
|
|
|
|
Hedge
Type
|
|
(millions)
|
|
Maturity
(a)
|
Interest
rate swaps
|
|
|
|
|
|
Fixed to
floating
|
Fair
value
|
|
$ |
100 |
|
February 15,
2009
|
Fixed to
floating
|
Fair
value
|
|
$ |
150 |
|
November 1,
2016
|
Fixed to
floating
|
Fair
value
|
|
$ |
75 |
|
October 1,
2019
|
|
|
|
|
|
|
|
Cross
currency swap
|
|
|
|
|
|
|
Floating $ to
floating €
|
Net
Investment
|
|
$ |
100 |
|
February 15,
2009
|
Floating $ to
floating ¥
|
Net
Investment
|
|
$ |
150 |
|
November 1,
2016
|
Floating $ to
floating €
|
Net
Investment
|
|
$ |
75 |
|
October 1,
2019
|
|
|
|
|
|
|
|
(a) The
maturity of the swaps corresponds with the maturity of the hedged item as
noted in the debt summary, unless otherwise
indicated.
|
Effectiveness for
fair value and net investment hedges is assessed at the inception of the hedging
relationship. If specified criteria for the assumption of effectiveness are not
met at hedge inception, effectiveness is assessed quarterly. Ineffectiveness is
measured quarterly and results are recognized in earnings.
Fair
values of fixed to floating interest rate swaps are based on observable inputs,
such as interest rates, yield curves, credit risks, and other external valuation
methodology (Level 2 inputs under SFAS 157). See Note 10 for further
discussion of fair value measurements. As of March 31, 2008, the fair
values of the fixed to floating interest rate swaps were recorded as a current
asset of $2.1 million and a non-current asset of $19.2 million, with a
corresponding increase in current portion of long-term debt of $2.1 million and
in long-term debt of $19.2 million. As of December 31, 2007, the fair
values of the fixed to floating interest rate swaps were recorded as a
non-current asset of $9.1 million, with a corresponding increase in long-term
debt of $9.1 million. No hedge ineffectiveness was recognized in
relation to fixed to floating swaps.
Fair
values of cross currency swaps are based on observable inputs, such as interest
rates, yield curves, credit risks, currency exchange rates and other external
valuation methodology (Level 2 inputs under SFAS 157). See Note 10 for
further discussion of fair value measurements. As of March 31, 2008,
the fair values of the cross currency swaps were recorded as a current liability
of $23.1 million and a non-current liability of $42.4 million. As of
December 31, 2007, the fair values of the cross currency swaps were recorded as
a non-current liability of $33.7 million. Hedge ineffectiveness
related to cross-currency swaps was favorable $1.5 million
as of
March 31, 2008 and unfavorable $1.6 million as of December 31,
2007. As of March 31, 2008, the fair values of foreign currency
forward contracts designated as a net investment hedge were recorded as a
current liability of $1.7 million. As of December 31, 2007, the fair
value of foreign currency forward contracts designated as a net investment hedge
was negligible. As of March 31, 2008, the hedge ineffectiveness was
negligible in relation to the forward contracts.
The
Company also entered into certain commodity derivative instruments to protect
against commodity price changes related to forecasted raw material and supplies
purchases. The primary purpose of the commodity price hedging
activities is to manage the volatility associated with these forecasted
purchases. The Company primarily utilizes forward and option
contracts, which are designated as cash flow hedges. As of March 31,
2008, the Company had forward and option commodity contracts with a total
notional value of $51.3 million. The fair values for certain commodity
derivative instruments are based on Level 2 evidence (for example, future prices
reported on commodity exchanges) under SFAS 157. See Note 10 for
further discussion of fair value measurements. As of March 31, 2008,
the Company was holding commodity derivatives with positive and negative fair
market values of $2.6 million and ($14.1) million, respectively, of
which $2.6 million in gains and ($12.3) million in losses mature in less than
one year. To the extent that derivative instruments are deemed to be
effective as defined by FAS 133, gains and losses arising from these contracts
are deferred in other comprehensive income. Such gains and losses
will be reclassified into income as the underlying operating transactions are
realized. Gains and losses not qualifying for deferral treatment have
been credited/charged to income as they are recognized. As of December 31, 2007,
the Company had forward and option commodity contracts with a total notional
value of $67.3 million. As of December 31, 2007, the Company was
holding commodity derivatives with positive and negative fair market values of
$0.1 million and ($18.4) million, respectively, of which $0.1 million in gains
and ($14.5) million in losses mature in less than one year. Losses
not qualifying for deferral associated with these contracts for March 31, 2008
were negligible. At December 31, 2007, losses not qualifying for
deferral were ($0.1) million.
The
Company uses foreign exchange forward and option contracts to protect against
exchange rate movements for forecasted cash flows for purchases, operating
expenses or sales transactions designated in currencies other than the
functional currency of the operating unit. Most contracts mature in
less than one year, however, certain long-term commitments are covered by
forward currency arrangements to protect against currency risk through 2011.
Foreign currency contracts require the Company, at a future date, to either buy
or sell foreign currency in exchange for the operating units’ local
currency. At March 31, 2008, contracts were outstanding to buy or
sell British Pounds Sterling, Euros, Hungarian Forints, Japanese Yen, Mexican
Pesos, South Korean Won, Indian Rupee and U.S. Dollars. To the extent
that derivative instruments are deemed to be effective as defined by FAS 133,
gains and losses arising from these contracts are deferred in other
comprehensive income. Such gains and losses will be reclassified into
income as the underlying operating transactions are realized. Any gains or
losses not qualifying for deferral are credited/charged to income as they are
recognized. The fair values of foreign exchange forward and option
contracts are based on Level 2 evidence under SFAS 157, such as quoted exchange
rates by various exchanges. See Note 10 for further discussion of
fair value measurements. As of March 31, 2008, the Company was holding foreign
exchange derivatives with a positive market value of $1.0 million, of which $0.9
million matures in less than one year. Derivative contracts with negative value
amounted to ($33.7) million, of which ($17.3) million matures in less than one
year. As of December 31, 2007, the Company was holding foreign exchange
derivatives with a positive market value of $1.9 million, all maturing in less
than one year. Derivatives contracts with negative value amounted to
($9.9) million, of which ($5.9) million matures in less than one
year. As of March 31, 2008 and December 31, 2007, there were no gains
or losses which did not qualify for deferral.
(12)
Retirement Benefit Plans
The Company has a
number of defined benefit pension plans and other post employment benefit plans
covering eligible salaried and hourly employees. The other post employment
benefits plans, which provide medical and life insurance benefits, are unfunded
plans. The estimated contributions to the Company’s defined benefit pension
plans for 2008 range from $10 to $20 million, of which $2.8 million has been
contributed through the first three months of the year.
In
September 2007, the Company made changes to its U.S. retiree medical program
that impact certain non-union active employees with a future retiree benefit and
current retirees participating in a health care plan. These changes
will become effective on January 1, 2009. The effect of the changes
to both groups is that most members will pay a higher percentage of the annual
premium for Company-sponsored retiree medical coverage between ages 60 to 64,
and neither group will receive Company-sponsored Medicare Supplemental coverage
once entitled to Medicare. Instead, certain active employees will
receive a lump sum credit into a non-contributory cash balance pension plan
earning interest each year. Current retirees will receive an annual
per member allowance toward the purchase of individual Medicare Supplemental
coverage and for reimbursement of medical out-of-pocket expenses.
The components of
net periodic benefit cost recorded in the Company’s Condensed Consolidated
Statements of Operations, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
post
|
|
(millions)
|
|
Pension
benefits
|
|
|
employment
|
|
Three months ended March
31,
|
|
2008
|
|
|
2007
|
|
|
benefits
|
|
|
|
US
|
|
|
Non-US
|
|
|
US
|
|
|
Non-US
|
|
|
2008
|
|
|
2007
|
|
Components
of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
cost
|
|
$ |
0.5 |
|
|
$ |
2.4 |
|
|
$ |
0.5 |
|
|
$ |
3.0 |
|
|
$ |
0.6 |
|
|
$ |
1.6 |
|
Interest
cost
|
|
|
5.1 |
|
|
|
4.8 |
|
|
|
4.4 |
|
|
|
4.0 |
|
|
|
5.8 |
|
|
|
7.5 |
|
Expected
return on plan assets
|
|
|
(7.1 |
) |
|
|
(3.5 |
) |
|
|
(7.4 |
) |
|
|
(3.1 |
) |
|
|
- |
|
|
|
- |
|
Amortization
of unrecognized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
prior
service cost (benefit)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(5.3 |
) |
|
|
(4.0 |
) |
Amortization
of unrecognized loss
|
|
|
0.5 |
|
|
|
- |
|
|
|
0.5 |
|
|
|
0.4 |
|
|
|
2.7 |
|
|
|
3.8 |
|
Net periodic
benefit cost (benefit)
|
|
$ |
(1.0 |
) |
|
$ |
3.7 |
|
|
$ |
(2.0 |
) |
|
$ |
4.3 |
|
|
$ |
3.8 |
|
|
$ |
8.9 |
|
(13)
Stock-Based Compensation
Under the Company's
1993 Stock Incentive Plan (“1993 Plan”), the Company granted options to purchase
shares of the Company's common stock at the fair market value on the date of
grant. The options vest over periods up to three years and have a
term of ten years from date of grant. As of December 31, 2003, there
were no options available for future grants under the 1993 plan. The
1993 plan expired at the end of 2003 and was replaced by the Company's 2004
Stock Incentive Plan, which was amended at the Company’s 2006 Annual
Stockholders Meeting, among other things, to increase the number of shares
available for issuance under the plan. Under the BorgWarner Inc.
Amended and Restated 2004 Stock Incentive Plan (“2004 Stock Incentive Plan”),
the number of shares authorized for grant was 10,000,000, of which approximately
1,541,000 shares are available for future issuance. As of March 31,
2008, there were a total of 6,176,342 outstanding options under the 1993 and
2004 Stock Incentive Plans.
Stock option
compensation expense reduced income before income taxes and net earnings by $3.6
million and $2.6 million ($0.02 per basic and diluted share) and by $4.2 million
and $3.1 million ($0.03 per basic and diluted share) for the three months ended
March 31, 2008 and 2007, respectively. Stock option compensation expense
affected both operating activities ($5.5 million and $4.2 million non-cash
charge backs) and financing activities ($1.0 million and $1.1 million tax
benefits) of the Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 2008 and 2007, respectively.
Total unrecognized
compensation cost related to nonvested stock options at March 31, 2008 is
approximately $17.3 million. This cost is expected to be recognized
over the next 1.8 years. On a weighted average basis, this cost is expected to
be recognized over 0.8 years.
A
summary of the plans’ shares under option as of and for the three months ended
March 31, 2008 is as follows:
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
Average
|
|
|
Aggregate
|
|
|
|
Under
|
|
|
Weighted-
|
|
|
Remaining
|
|
|
Intrinsic
|
|
|
|
Option
|
|
|
average
|
|
|
Contractual
|
|
|
Value
|
|
|
|
(thousands)
|
|
|
exercise
price
|
|
|
Life
(in years)
|
|
|
(in
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at December 31, 2007
|
|
|
6,331 |
|
|
$ |
27.75 |
|
|
|
|
|
|
|
Granted
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
Exercised
|
|
|
(96 |
) |
|
|
23.15 |
|
|
|
|
|
|
|
Forfeited
|
|
|
(59 |
) |
|
|
32.53 |
|
|
|
|
|
|
|
Outstanding
at March 31, 2008
|
|
|
6,176 |
|
|
$ |
27.78 |
|
|
|
7.4 |
|
|
$ |
94.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
exerciseable at March 31, 2008
|
|
|
2,205 |
|
|
$ |
20.95 |
|
|
|
5.8 |
|
|
$ |
48.7 |
|
In
calculating earnings per share, earnings are the same for the basic and diluted
calculations. Shares increased for diluted earnings per share by
2,219,000 and 1,406,000 for the three months ended March 31, 2008 and 2007,
respectively, due to the effects of stock options and shares issued and issuable
under the 1993 Plan and 2004 Stock Incentive Plan.
The fair value for
options granted in February 2007 was $10.52 per option. The fair value at date
of grant was estimated using the Black-Scholes options pricing model with the
following assumptions:
|
2007
|
|
|
Risk-free
interest rate
|
4.82%
|
Dividend
yield
|
0.97%
|
Volatility
factor
|
28.64%
|
Expected
life
|
4.7
years
|
The expected lives
of the awards are based on historical exercise patterns and the terms of the
options. The risk-free interest rate is based on zero coupon Treasury
bond rates corresponding to the expected life of the awards. The
expected volatility assumption was derived by referring to changes in the
Company’s historical common stock prices over the same timeframe as the expected
life of the awards. The expected dividend yield of stock is based on
the Company’s historical dividend yield. The Company has no reason to
believe
that the expected
dividend yield or the future stock volatility is likely to differ from
historical patterns.
At
its November 2007 meeting, our Compensation Committee decided that restricted common stock
would be awarded in place of stock options for the 2008 long-term incentive
award grants to employees. These restricted shares for employees vest fifty
percent after two years and the remainder after three years from the date of
grant. The Company also grants restricted common stock to its non-employee
directors. For non-employee directors restricted shares vest ratably
on the anniversary of the date of the grant over a period of three
years. The market value of the Company’s restricted common stock at
the date of grant determines the value of the restricted common
stock. In February 2008, 390,873 restricted shares were granted to
employees under the 2004 Stock Incentive Plan. The value of the awards is
recorded as unearned compensation within capital in excess of par value in
stockholders’ equity, and is amortized as compensation expense over the
restriction periods. The Company recognized compensation expense
related to restricted common stock of $2.0 million and $0.1 million at March 31,
2008 and 2007, respectively.
A
summary of the status of the Company’s nonvested restricted stock as of and for
the three months ended March 31, 2008 is as follows:
|
Shares
|
|
|
Subject
to
|
Weighted
|
|
Restriction
|
Average
|
|
(thousands)
|
Price
|
Nonvested at
December 31, 2007
|
27.5
|
$31.95
|
Granted
|
390.9
|
46.34
|
Vested
|
-
|
-
|
Nonvested at
March 31, 2008
|
418.4
|
$45.39
|
(14)
Comprehensive Income
The amounts
presented as changes in accumulated other comprehensive income, net of related
taxes, are added to (deducted from) net earnings resulting in comprehensive
income. The following table summarizes the components of
comprehensive income on an after-tax basis for the three-month periods ended
March 31, 2008 and 2007.
|
|
Three
months ended
|
|
|
|
March
31,
|
|
(millions)
|
|
2008
|
|
|
2007
|
|
Foreign
currency translation adjustments, net
|
|
$ |
118.9 |
|
|
$ |
19.0 |
|
Market value
change in hedge instruments, net
|
|
|
(32.9 |
) |
|
|
1.2 |
|
Unrealized
(loss) gain on available-for-sale securities, net
|
|
|
0.1 |
|
|
|
(0.2 |
) |
Change in accumulated other comprehensive income
|
|
|
86.1 |
|
|
|
20.0 |
|
Net earnings
as reported
|
|
|
88.7 |
|
|
|
58.4 |
|
Total comprehensive income
|
|
$ |
174.8 |
|
|
$ |
78.4 |
|
(15)
Contingencies
In
the normal course of business the Company and its subsidiaries are parties to
various commercial and legal claims, actions and complaints, including matters
involving warranty claims, intellectual property claims, general liability and
various other risks. It is not possible to predict with certainty
whether or not the Company and its subsidiaries will ultimately be successful in
any of these commercial and legal matters or, if not, what the impact might
be. The Company’s environmental and product liability contingencies
are discussed separately below. The Company’s management does not
expect that the results in any of these commercial and legal claims, actions and
complaints will have a material adverse effect on the Company’s results of
operations, financial position or cash flows.
Environmental
The Company and
certain of its current and former direct and indirect corporate predecessors,
subsidiaries and divisions have been identified by the United States
Environmental Protection Agency and certain state environmental agencies and
private parties as potentially responsible parties (“PRPs”) at various hazardous
waste disposal sites under the Comprehensive Environmental Response,
Compensation and Liability Act (“Superfund”) and equivalent state laws and, as
such, may presently be liable for the cost of clean-up and other remedial
activities at 35 such sites. Responsibility for clean-up and other
remedial activities at a Superfund site is typically shared among PRPs based on
an allocation formula.
The Company
believes that none of these matters, individually or in the aggregate, will have
a material adverse effect on its results of operations, financial position, or
cash flows. Generally, this is because either the estimates of the
maximum potential liability at a site are not large or the liability will be
shared with other PRPs, although no assurance can be given with respect to the
ultimate outcome of any such matter.
Based on
information available to the Company (which in most cases includes: an estimate
of allocation of liability among PRPs; the probability that other PRPs, many of
whom are large, solvent public companies, will fully pay the cost apportioned to
them; currently available information from PRPs and/or federal or state
environmental agencies concerning the scope of contamination and estimated
remediation and consulting costs; remediation alternatives; and estimated legal
fees), the Company has established an accrual for indicated environmental
liabilities with a balance at March 31, 2008 of $12.0
million. Excluding the Crystal Springs site discussed below for which
$3.1 million has been accrued, the Company has accrued amounts that do not
exceed $3.0 million related to any individual site and management does not
believe that the costs related to any of these other individual sites will have
a material adverse effect on the Company’s results of operations, cash flows or
financial condition. The Company expects to pay out substantially all
of the amounts accrued for environmental liability over the next three to five
years.
In
connection with the sale of Kuhlman Electric Corporation, the Company agreed to
indemnify the buyer and Kuhlman Electric for certain environmental liabilities,
then unknown to the Company, relating to certain operations of Kuhlman Electric
that pre-date the Company’s 1999 acquisition of Kuhlman
Electric. During 2000, Kuhlman Electric notified the Company that it
discovered potential environmental contamination at its Crystal Springs,
Mississippi plant while undertaking an expansion of the plant. The
Company is continuing to work with the Mississippi Department of Environmental
Quality and Kuhlman Electric to investigate and remediate to the extent
necessary, historical contamination at the plant and surrounding
area. Kuhlman Electric and others, including the Company, were sued
in numerous related lawsuits, in which multiple claimants alleged personal
injury and property damage. In 2005, the Company and other defendants
entered into settlements that resolved approximately 99% of the then known
personal injury and property damage claims relating to the alleged environmental
contamination. Those settlements involved payments by the Company of
$28.5 million in the second half of 2005 and $15.7 million in the first quarter
of 2006, in exchange for, among other things, dismissal with prejudice of these
lawsuits.
In
December 2007, a lawsuit was filed against Kuhlman Electric and others,
including the Company, on behalf of approximately 209 plaintiffs, alleging
personal injury relating to the alleged environmental
contamination. Given the early stage of the litigation, the Company
cannot make any predictions as to the outcome, but its current intent is to
vigorously defend against the suit.
Conditional Asset Retirement
Obligations
In
March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset
Retirement Obligations - an interpretation of FASB Statement No. 143 (“FIN 47”), which
requires the Company to recognize legal obligations to perform asset retirements
in which the timing and/or method of settlement are conditional on a future
event that may or may not be within the control of the
entity. Certain government regulations require the removal and
disposal of asbestos from an existing facility at the time the facility
undergoes major renovations or is demolished. The liability exists
because the facility will not last forever, but it is conditional on future
renovations (even if there are no immediate plans to remove the materials, which
pose no health or safety hazard in their current
condition). Similarly, government regulations require the removal or
closure of underground storage tanks (“USTs”) when their use ceases, the
disposal of polychlorinated biphenyl (“PCB”) transformers and capacitors when
their use ceases, and the disposal of used furnace bricks and liners, and
lead-based paint in conjunction with facility renovations or
demolition. The Company currently has 17 manufacturing locations that
have been identified as containing these items. The fair value to remove and
dispose of this material has been estimated and recorded at $1.0 million as of
March 31, 2008 and December 31, 2007.
Product Liability
Like many other
industrial companies who have historically operated in the U.S., the Company (or
parties the Company is obligated to indemnify) continues to be named as one of
many defendants in asbestos-related personal injury
actions. Management believes that the Company’s involvement is
limited because, in general, these claims relate to a few types of automotive
friction products that were manufactured many years ago and contained
encapsulated asbestos. The nature of the fibers, the encapsulation and the
manner of use lead the Company to believe that these products are highly
unlikely to cause harm. As of March 31, 2008, the Company had
approximately 37,000 pending asbestos-related product liability
claims. Of these outstanding claims, approximately 27,000 are pending
in just three jurisdictions, where significant tort reform activities are
underway.
The Company’s
policy is to aggressively defend against these lawsuits and the Company has been
successful in obtaining dismissal of many claims without any payment. The
Company expects that the vast majority of the pending asbestos-related product
liability claims where it is a defendant (or has an obligation to indemnify a
defendant) will result in no payment being made by the Company or its
insurers. In the first quarter 2008, of the approximately 5,100
claims resolved, only 49 (1.0%) resulted in any payment being made to a claimant
by or on behalf of the Company. In 2007, of the approximately 4,400
claims resolved, only 194 (4.4%) resulted in any payment being made to a
claimant by or on behalf of the Company.
Prior to June 2004,
the settlement and defense costs associated with all claims were covered by the
Company’s primary layer insurance coverage, and these carriers administered,
defended, settled and paid all claims under a funding arrangement. In
June 2004, primary layer insurance carriers notified the Company of the alleged
exhaustion of their policy limits. This led the Company to access the next
available layer of insurance coverage. Since June 2004, secondary
layer insurers have paid asbestos-related litigation defense and settlement
expenses pursuant to a funding arrangement. To date, the Company has
paid $31.7 million in defense and indemnity in advance of insurers’
reimbursement and has received $11.5 million in cash from insurers. The
outstanding balance of $20.2 million is expected to be fully recovered.
Timing of the recovery
is
dependent on final resolution of the declaratory judgment action referred to
below. At December 31, 2007, insurers owed $20.6 million in
association with these claims.
At
March 31, 2008, the Company has an estimated liability of $38.5 million for
future claims resolutions, with a related asset of $38.5 million to recognize
the insurance proceeds receivable by the Company for estimated losses related to
claims that have yet to be resolved. Insurance carrier reimbursement of 100% is
expected based on the Company’s experience, its insurance contracts and
decisions received to date in the declaratory judgment action referred to below.
At December 31, 2007, the comparable value of the insurance receivable and
accrued liability was $39.6 million.
The amounts
recorded in the Condensed Consolidated Balance Sheets related to the estimated
future settlement of existing claims are as follows:
|
|
March
31,
|
|
|
December
31,
|
|
(millions)
|
|
2008
|
|
|
2007
|
|
Assets:
|
|
|
|
|
|
|
Prepayments
and other current assets
|
|
$ |
22.0 |
|
|
$ |
20.1 |
|
Other
non-current assets
|
|
|
16.5 |
|
|
|
19.5 |
|
Total
insurance receivable
|
|
$ |
38.5 |
|
|
$ |
39.6 |
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$ |
22.0 |
|
|
$ |
20.1 |
|
Other
non-current liabilities
|
|
|
16.5 |
|
|
|
19.5 |
|
Total
accrued liability
|
|
$ |
38.5 |
|
|
$ |
39.6 |
|
The Company cannot
reasonably estimate possible losses, if any, in excess of those for which it has
accrued, because it cannot predict how many additional claims may be brought
against the Company (or parties the Company has an obligation to indemnify) in
the future, the allegations in such claims, the possible outcomes, or the impact
of tort reform legislation that may be enacted at the State or Federal
levels.
A
declaratory judgment action was filed in January 2004 in the Circuit Court of
Cook County, Illinois by Continental Casualty Company and related companies
(“CNA”) against the Company and certain of its other historical general
liability insurers. CNA provided the Company with both primary and
additional layer insurance, and, in conjunction with other insurers, is
currently defending and indemnifying the Company in its pending asbestos-related
product liability claims. The lawsuit seeks to determine the extent
of insurance coverage available to the Company including whether the available
limits exhaust on a “per occurrence” or an “aggregate” basis, and to determine
how the applicable coverage responsibilities should be
apportioned. On August 15, 2005, the Court issued an interim order
regarding the apportionment matter. The interim order has the effect
of making insurers responsible for all defense and settlement costs pro rata to
time-on-the-risk, with the pro-ration method to hold the insured harmless for
periods of bankrupt or unavailable coverage. Appeals of the interim
order were denied. However, the issue is reserved for appellate
review at the end of the action. In addition to the primary insurance
available for asbestos-related claims, the Company has substantial additional
layers of insurance available for potential future asbestos-related product
claims. As such, the Company continues to believe that its coverage
is sufficient to meet foreseeable liabilities.
Although it is
impossible to predict the outcome of pending or future claims or the impact of
tort reform legislation that may be enacted at the State or Federal levels, due
to the encapsulated nature of the products, the Company’s experiences in
aggressively defending and resolving claims in the past, and the Company’s
significant insurance coverage with solvent carriers as of the date of this
filing, management does not believe
that
asbestos-related product liability claims are likely to have a material adverse
effect on the Company’s results of operations, cash flows or financial
condition.
(16)
Leases and Commitments
The Company has
guaranteed the residual values of certain leased machinery and equipment at one
of its facilities. The guarantees extend through the maturity of the
underlying lease, which is in September 2009. In the event the
Company exercises its option not to purchase the machinery and equipment, the
Company has guaranteed a residual value of $10.0 million. The Company
has accrued $4.1 million as a loss on this guarantee, which is expected to
be paid in 2009.
(17)
Restructuring
Estimates of
restructuring expense are based on information available at the time such
charges are recorded. Due to the inherent uncertainty involved in estimating
restructuring expenses, actual amounts paid for such activities may differ from
amounts initially recorded. Accordingly, the Company may record revisions of
previous estimates by adjusting previously established reserves.
The table below
summarizes accrual activity for employee related costs related to the Company’s
previously announced restructuring actions for the three months ended March 31,
2008 (in millions):
|
|
Employee
|
|
|
|
Related
Costs
|
|
Balance at
December 31, 2007
|
|
$ |
9.1 |
|
Cash
payments
|
|
|
- |
|
Balance at
March 31, 2008
|
|
$ |
9.1 |
|
Future cash
payments for these restructuring activities are expected to be complete by the
end of 2009.
(18) Reporting
Segments
The Company’s
business is comprised of two reporting segments: Engine and
Drivetrain. These reporting segments are strategic business groups,
which are managed separately as each represents a specific grouping of related
automotive components and systems.
The Company
allocates resources to each segment based upon the projected after-tax return on
invested capital (“ROIC”) of its business initiatives. The ROIC is
comprised of projected earnings before interest and income taxes (“EBIT”)
adjusted for income taxes compared to the projected average capital investment
required.
EBIT is considered
a “non-GAAP financial measure.” Generally, a non-GAAP financial
measure is a numerical measure of a company’s financial performance, financial
position or cash flows that excludes (or includes) amounts that are included in
(or excluded from) the most directly comparable measure calculated and presented
in accordance with GAAP. EBIT is defined as earnings before interest,
income taxes and minority interest. “Earnings” is intended to mean
net earnings as presented in the Consolidated Statements of Operations under
GAAP.
The Company
believes that EBIT is useful to demonstrate the operational profitability of our
segments by excluding interest and income taxes, which are generally accounted
for across the entire Company on a consolidated basis. EBIT is also
one of the measures used by the Company to determine resource
allocation
within the
Company. Although the Company believes that EBIT enhances
understanding of our business and performance, it should not be considered an
alternative to, or more meaningful than, net earnings or cash flows from
operations as determined in accordance with GAAP.
The following
tables present net sales, segment EBIT and total assets for the Company’s
reporting segments.
Net
Sales by Reporting Segment |
|
Three
months ended
|
|
(millions) |
|
March
31,
|
|
|
|
2008
|
|
|
2007
|
|
Engine
|
|
$ |
1,098.1 |
|
|
$ |
894.1 |
|
Drivetrain
|
|
|
409.8 |
|
|
|
392.0 |
|
Inter-segment
eliminations
|
|
|
(9.0 |
) |
|
|
(8.3 |
) |
Net
sales
|
|
$ |
1,498.9 |
|
|
$ |
1,277.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Earnings
Before Interest and Income Taxes
|
|
|
|
|
|
|
|
|
(millions)
|
|
|
|
|
|
|
|
|
|
|
Three
months ended
|
|
|
|
March
31,
|
|
|
|
2008
|
|
|
2007
|
|
Engine
|
|
$ |
137.9 |
|
|
$ |
85.3 |
|
Drivetrain
|
|
|
18.3 |
|
|
|
27.7 |
|
Segment
earnings before interest and income taxes ("Segment EBIT")
|
|
|
156.2 |
|
|
|
113.0 |
|
Corporate,
including equity in affiliates' earnings and stock-based
compensation
|
|
|
(20.4 |
) |
|
|
(13.9 |
) |
Consolidated
earnings before interest and taxes ("EBIT")
|
|
|
135.8 |
|
|
|
99.1 |
|
Interest
expense and finance charges
|
|
|
6.5 |
|
|
|
8.9 |
|
Earnings
before income taxes and minority interest
|
|
|
129.3 |
|
|
|
90.2 |
|
Provision for
income taxes
|
|
|
33.6 |
|
|
|
24.4 |
|
Minority
interest, net of tax
|
|
|
7.0 |
|
|
|
7.4 |
|
Net
earnings
|
|
$ |
88.7 |
|
|
$ |
58.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
|
|
|
|
|
|
|
(millions)
|
|
|
|
|
|
|
|
|
|
|
March
31,
|
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
Engine
|
|
$ |
3,561.0 |
|
|
$ |
3,357.9 |
|
Drivetrain
|
|
|
1,359.4 |
|
|
|
1,294.2 |
|
Total
|
|
|
4,920.4 |
|
|
|
4,652.1 |
|
Corporate,
including equity in affiliates (a)
|
|
|
366.8 |
|
|
|
306.4 |
|
Total assets
|
|
$ |
5,287.2 |
|
|
$ |
4,958.5 |
|
(a)
Corporate assets, including equity in affiliates, are net of trade
receivables securitized and sold to third parties, and include cash,
deferred income taxes and investments & advances.
|
|
(19)
New Accounting Pronouncements
In
September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, Fair Value
Measurements (“FAS 157”). FAS 157 defines fair value,
establishes a framework for measuring fair value in GAAP and expands disclosures
about fair value measurements. FAS 157 is effective for the Company
beginning with its quarter ending March 31, 2008. See Note 10 to
the Consolidated Financial Statements for more information regarding the
implementation of FAS 157.
In
February 2007, the FASB issued Statement of Financial Accounting Standards
No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities (“FAS
159”). FAS 159 allows entities to irrevocably elect to recognize most
financial assets and financial liabilities at fair value on an
instrument-by-instrument basis. The stated objective of FAS 159 is to
improve financial reporting by giving entities the opportunity to elect to
measure certain financial assets and liabilities at fair value in order to
mitigate earnings volatility caused when related assets and liabilities are
measured differently. FAS 159 is effective for the Company beginning
with its quarter ending March 31, 2008. The Company chose to not
make the election to adopt.
In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
141 (Revised 2007), Business Combinations (“FAS 141(R)”). FAS 141(R)
establishes principles and requirements for recognizing identifiable assets
acquired, liabilities assumed, noncontrolling interest in the acquiree, goodwill
acquired in the combination or the gain from a bargain purchase, and disclosure
requirements. Under this revised statement, all costs incurred to
effect an acquisition will be recognized separately from the
acquisition. Also, restructuring costs that are expected but the
acquirer is not obligated to incur will be recognized separately from the
acquisition. FAS 141(R) is effective for the Company beginning with
its quarter ending March 31, 2009. The Company is currently
assessing the potential impacts, if any, on its consolidated financial
statements.
In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
160, Noncontrolling Interests in Consolidated Financial Statements (“FAS
160”). FAS 160 requires that ownership interests in subsidiaries held
by parties other than the parent are clearly identified. In addition,
it requires that the amount of consolidated net income attributable to the
parent and to the noncontrolling interest be clearly identified and presented on
the face of the statement of operations. FAS 160 is effective for the
Company beginning with its quarter ending March 31, 2009. The
adoption of FAS 160 is not expected to have a material impact on the Company’s
consolidated financial position, results of operations or cash
flows.
In
March 2008, the FASB issued Statement of Financial Accounting Standards No.
161, Disclosures about Derivative Instruments and Hedging Activities
(“FAS 161”). FAS 161 requires entities to provide enhanced
disclosures about how and why an entity uses derivative instruments, how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and how derivative instruments
and related hedged items affect an entity’s financial position, financial
performance, and cash flows. FAS 161 is effective for the Company
beginning with its quarter ending March 31, 2009.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
INTRODUCTION
BorgWarner Inc. and
Consolidated Subsidiaries (the “Company”) is a leading global supplier of highly
engineered systems and components primarily for powertrain
applications. Our products help improve vehicle performance, fuel
efficiency, air quality and vehicle stability. They are manufactured
and sold worldwide, primarily to original equipment manufacturers (“OEMs”) of
light vehicles (i.e., passenger cars, sport-utility vehicles (“SUVs”),
cross-over vehicles, vans and light-trucks). Our products are also
manufactured and sold to OEMs of commercial trucks, buses and agricultural and
off-highway vehicles. We also manufacture and sell our products into the
aftermarket for light and commercial vehicles. We operate
manufacturing facilities serving customers in the Americas, Europe and Asia, and
are an original equipment supplier to every major automaker in the
world.
The Company’s
products fall into two reporting segments: Engine and
Drivetrain. The Engine segment’s products include turbochargers,
timing chain systems, air management, emissions systems, thermal systems, as
well as diesel and gas ignition systems. The Drivetrain segment’s
products are all-wheel drive transfer cases, torque management systems, and
components and systems for automated transmissions.
Stock
Split
On
November 14, 2007, the Company’s Board of Directors approved a two-for-one stock
split effected in the form of a stock dividend on its common
stock. To implement this stock split, shares of common stock were
issued on December 17, 2007 to stockholders of record as of the close of
business on December 6, 2007. All prior year share and per share
amounts disclosed in this document have been restated to reflect the two-for-one
stock split.
RESULTS
OF OPERATIONS
Three
Months Ended March 31, 2008 vs. Three Months Ended March 31, 2007
Consolidated net
sales for the first quarter ended March 31, 2008 totaled $1,498.9 million, a
17.3% increase over the first quarter of 2007. This increase occurred
while light-vehicle production was up 2% worldwide and down 8% in North America
from the previous year’s quarter. Light-vehicle production increased
approximately 8% in Asia and was flat in Europe. The net sales
increase included the effect of stronger foreign currencies, primarily the Euro,
of approximately $115 million. Turbochargers, timing chain systems,
ignition systems and automatic transmission components and systems are the
products most affected by currency fluctuations in Europe and
Asia. Without the currency impact, the increase in net sales would
have been 8.3% due to strong demand for the Company’s products in Europe and
Asia.
Gross profit and
gross margin were $283.5 million and 18.9% for first quarter 2008 as compared to
$215.9 million and 16.9% for first quarter 2007. The gross margin
percentage increase is due to favorable product mix, offset by higher raw
material costs including steel, copper, aluminum and plastic resin; and lower
vehicle production in North America. Gross margin for the three
months ended March 31, 2007 contained a charge for approximately $14 million,
for a warranty-related issue surrounding a product, built during a 15-month
period in 2004 and 2005, that is no longer in production.
First quarter
selling, general and administrative (“SG&A”) costs increased $29.0 million
to $155.7 million from $126.7 million, and increased as a percentage of net
sales to 10.4% from 9.9%. R&D costs, which are included in
SG&A expenses, increased $6.6 million to $57.5 million from $50.9 million as
compared to the
first quarter of
2007. The increase is primarily driven by our continued investment in
a number of cross-business R&D programs, as well as other key programs, all
of which are necessary for short and long-term growth. As a percentage of sales,
R&D costs decreased to 3.8% from 4.0% in the first quarter of
2007.
Other expense of
$1.1 million for the first quarter of 2008 is comprised primarily of the
realization of a loss on the sale of a product line, offset by interest
income. Other income of ($0.7) million for the first quarter of 2007
is comprised primarily of interest income.
Equity in
affiliates’ earnings of $9.1 million for the first quarter of 2008 is comparable
to $9.2 million for the first quarter of 2007.
First quarter
interest expense and finance charges of $6.5 million decreased $2.4 million as
compared to the first quarter of 2007, primarily due to the March 31, 2008
measurement of the ineffectiveness of a cross currency interest rate
swap.
The Company's
provision for income taxes is based upon an estimated annual tax rate for the
year applied to federal, state and foreign income. The projected
effective tax rate of 26.0% for 2008 differs from the U.S. statutory rate
primarily due to foreign rates, which differ from those in the U.S., the
realization of certain business tax credits including R&D and foreign tax
credits and favorable permanent differences between book and tax treatment for
items, including equity in affiliates’ earnings and a Medicare prescription drug
benefit. This rate is expected to be less than the full year 2007
effective tax rate of 26.5% because the 2007 rate included: a) foreign rates
which differ from those in the U.S.; b) realization of certain business tax
credits including R&D and foreign tax credits; c) other permanent items,
including equity in affiliates’ earnings and Medicare prescription drug benefit;
d) the tax effects of other miscellaneous dispositions; e) the change of tax
accrual accounts upon conclusion of certain tax audits; and f) adjustments to
various tax accounts, including changes in tax laws, primarily in Europe.
First quarter
minority interest of $7.0 million decreased $0.4 million as compared to the
first quarter of 2007, primarily due to the fourth quarter 2007 acquisition of
an additional 12.8% of the outstanding shares of BERU.
Net earnings were
$88.7 million for the first quarter, or $0.75 per diluted share, an increase of
$0.25 per diluted share over the previous year’s first
quarter. Excluding the $0.06 per diluted share impact of stronger
foreign currencies, primarily the Euro, net earnings were $0.69 per diluted
share, an increase of $0.19 per diluted share over the previous year’s first
quarter. The previous year’s first quarter was negatively impacted by
a warranty-related charge of $0.085 per diluted share.
Reporting
Segments
The Company’s
business is comprised of two reporting segments: Engine and
Drivetrain. These reporting segments are strategic business groups,
which are managed separately as each represents a specific grouping of related
automotive components and systems.
The Company
allocates resources to each segment based upon the projected after-tax return on
invested capital (“ROIC”) of its business initiatives. The ROIC is
comprised of projected earnings before interest and income taxes (“EBIT”)
adjusted for income taxes compared to the projected average capital investment
required.
EBIT is considered
a “non-GAAP financial measure.” Generally, a non-GAAP financial
measure is a numerical measure of a company’s financial performance, financial
position or cash flows that excludes (or includes) amounts that are included in
(or excluded from) the most directly comparable measure calculated
and presented in
accordance with GAAP. EBIT is defined as earnings before interest,
income taxes and minority interest. “Earnings” is intended to mean
net earnings as presented in the Consolidated Statements of Operations under
GAAP.
The Company
believes that EBIT is useful to demonstrate the operational profitability of our
segments by excluding interest and income taxes, which are generally accounted
for across the entire Company on a consolidated basis. EBIT is also
one of the measures used by the Company to determine resource allocation within
the Company. Although the Company believes that EBIT enhances
understanding of our business and performance, it should not be considered an
alternative to, or more meaningful than, net earnings or cash flows from
operations as determined in accordance with GAAP.
The following
tables present net sales and segment EBIT by reporting segment for the three
months ended March 31, 2008 and 2007.
Net Sales by Reporting
Segment
|
|
|
|
|
|
|
(millions)
|
|
|
|
|
|
|
|
|
Three
months ended
|
|
|
|
March
31,
|
|
|
|
2008
|
|
|
2007
|
|
Engine
|
|
$ |
1,098.1 |
|
|
$ |
894.1 |
|
Drivetrain
|
|
|
409.8 |
|
|
|
392.0 |
|
Inter-segment
eliminations
|
|
|
(9.0 |
) |
|
|
(8.3 |
) |
Net
sales
|
|
$ |
1,498.9 |
|
|
$ |
1,277.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Earnings
Before Interest and Income Taxes
|
|
|
|
|
|
|
|
|
(millions)
|
|
|
|
|
|
|
|
|
|
|
Three
months ended
|
|
|
|
March
31,
|
|
|
|
2008
|
|
|
2007
|
|
Engine
|
|
$ |
137.9 |
|
|
$ |
85.3 |
|
Drivetrain
|
|
|
18.3 |
|
|
|
27.7 |
|
Segment
earnings before interest and income taxes ("Segment EBIT")
|
|
|
156.2 |
|
|
|
113.0 |
|
Corporate,
including equity in affiliates' earnings and stock-based
compensation
|
|
|
(20.4 |
) |
|
|
(13.9 |
) |
Consolidated
earnings before interest and taxes ("EBIT")
|
|
|
135.8 |
|
|
|
99.1 |
|
Interest
expense and finance charges
|
|
|
6.5 |
|
|
|
8.9 |
|
Earnings
before income taxes and minority interest
|
|
|
129.3 |
|
|
|
90.2 |
|
Provision for
income taxes
|
|
|
33.6 |
|
|
|
24.4 |
|
Minority
interest, net of tax
|
|
|
7.0 |
|
|
|
7.4 |
|
Net
earnings
|
|
$ |
88.7 |
|
|
$ |
58.4 |
|
Three
Months Ended March 31, 2008 vs. Three Months Ended March 31, 2007
The Engine segment
net sales increased $204.0 million, or 22.8%, and segment EBIT increased $52.6
million, or 61.7%, from first quarter 2007. Excluding the impact of
stronger foreign currencies, primarily the Euro, sales increased
12.1%. The Engine segment continued to benefit from European and
Asian automaker demand for turbochargers, timing systems and emissions products,
and European demand for diesel engine ignition systems. In North America, higher
turbocharger sales offset lower sales of other Engine segment products, which
were lower primarily due to lower domestic vehicle production. The
segment EBIT margin was negatively impacted in 2007 by approximately $14 million
for a warranty-related issue surrounding a product, built during a 15-month
period in 2004 and 2005, that is no longer in production.
The Drivetrain
segment net sales increased $17.8 million, or 4.5%, and segment EBIT decreased
$9.4 million, or 33.9%, from first quarter 2007. Excluding the impact
of stronger foreign currencies, primarily the Euro, sales decreased
0.3%. In the quarter, sales were impacted by growth outside of North
America including higher sales of DualTronicTM transmission modules. The
Drivetrain segment’s EBIT decreased due to the combined effect of start-up cost
pressures and lower North American production of light trucks and sport-utility
vehicles equipped with its torque transfer products.
Outlook
for the Remainder of 2008
Our overall outlook
for 2008 remains positive, as we expect our sales to grow in excess of a
projected moderate global vehicle production growth rate. Our outlook
for global vehicle production by region is for a decline in North America, a
moderate decrease in Europe, and solid growth in Asia. While
expecting only moderate overall growth in global vehicle production, we expect
to benefit from strong European and Asian automaker demand for our engine
products, including turbochargers, timing systems, ignition systems and
emissions products. Growing demand for our drivetrain products
outside of North America, including increased sales of dual-clutch transmission
products, is also a positive trend for the Company. The impact of
non-U.S. currencies, which are difficult to predict, is currently planned to be
negligible in 2008. The impact of raw materials, including nickel,
steel, copper, aluminum and plastic resin, is expected to continue to pressure
gross profit. Assuming no major departures from these assumptions, we
expect continued long-term sales and net earnings growth.
The Company
maintains a positive long-term outlook for its business and is committed to new
product development and strategic capital investments to enhance its product
leadership strategy. The trends that we believe are driving our
longer-term growth are expected to continue, including the growth of gasoline
direct-injected and diesel engines worldwide, the increased adoption of
automatic transmissions in Europe and Asia, the popularity of cross-over
vehicles in North America and the move to chain engine timing systems in both
Europe and Asia.
FINANCIAL
CONDITION AND LIQUIDITY
Net cash provided
by operating activities decreased $8.1 million to $74.5 million for the first
three months of 2008 from $82.6 million in the first three months of
2007. The decline reflects working capital investments to support
significantly higher sales in the first three months of 2008 as compared to the
first three months of 2007. Capital spending, including tooling
outlays, was $75.4 million in the first three months of 2008, compared with
$58.3 million in 2007. Selective capital spending remains an area of
focus for the Company, both in order to support our book of new business, and
for cost reductions and productivity improvements. The Company
expects to spend approximately $400 million on capital and tooling expenditures
in 2008, but this expectation is subject to ongoing review based on market
conditions.
As
of March 31, 2008, debt increased from year-end 2007 by $93.3 million, cash
increased by $14.9 million and marketable securities decreased by $2.8
million. Our debt to capital ratio was 21.9% at the end of the first
quarter versus 20.7% at the end of 2007. The Company paid dividends to
BorgWarner stockholders of $12.8 million and $9.8 million in the first three
months of 2008 and 2007, respectively. The Company repurchased
316,800 shares of its common stock for $13.5 million in the first three months
of 2008.
The Company
securitizes and sells certain receivables through third party financial
institutions without recourse. The amount sold can vary each month
based on the amount of underlying receivables. At both March 31, 2008
and December 31, 2007, the Company had sold $50 million of receivables under a
Receivables Transfer Agreement for face value without
recourse. During both of the three-month periods ended March 31, 2008
and 2007, total cash proceeds from sales of accounts receivable were $150
million. The Company paid servicing fees related to these receivables
for the three months ended March 31, 2008 and
2007 of $0.6
million and $0.7 million, respectively. These amounts are recorded in
interest expense and finance charges in the Condensed Consolidated Statements of
Operations.
The Company has a
multi-currency revolving credit facility, which provides for borrowings up to
$600 million through July 2009. At March 31, 2008 and December 31,
2007 there were no borrowings outstanding under the facility. The
credit agreement is subject to the usual terms and conditions applied by banks
to an investment grade company. The Company was in compliance with
all covenants at March 31, 2008 and expects to remain compliant in future
periods. The Company had outstanding letters of credit of $22.0
million at March 31, 2008 and December 31, 2007. The letters of
credit typically act as a guarantee of payment to certain third parties in
accordance with specified terms and conditions.
From a credit
quality perspective, we have an investment grade credit rating of A- from
Standard & Poor’s and Baa1 from Moody’s, upgraded from Baa2 on February 11,
2008. The outlook from both agencies is stable.
The Company
believes that the combination of cash balances, cash flow from operations,
available credit facilities and $750 million available under a universal shelf
registration statement filed with the Securities and Exchange Commission on
March 4, 2008, under which a variety of debt and equity instruments could be
issued, will be sufficient to satisfy its cash needs for the current level of
operations and planned operations for the remainder of 2008. The
Company expects that net cash provided by operating activities will be
approximately $550 million in 2008.
OTHER
MATTERS
Contingencies
In
the normal course of business the Company and its subsidiaries are parties to
various commercial and legal claims, actions and complaints, including matters
involving warranty claims, intellectual property claims, general liability and
various other risks. It is not possible to predict with certainty
whether or not the Company and its subsidiaries will ultimately be successful in
any of these commercial and legal matters or, if not, what the impact might
be. The Company’s environmental and product liability contingencies
are discussed separately below. The Company’s management does not
expect that the results in any of these commercial and legal claims, actions and
complaints will have a material adverse effect on the Company’s results of
operations, financial position or cash flows.
Environmental
The Company and
certain of its current and former direct and indirect corporate predecessors,
subsidiaries and divisions have been identified by the United States
Environmental Protection Agency and certain state environmental agencies and
private parties as potentially responsible parties (“PRPs”) at various hazardous
waste disposal sites under the Comprehensive Environmental Response,
Compensation and Liability Act (“Superfund”) and equivalent state laws and, as
such, may presently be liable for the cost of clean-up and other remedial
activities at 35 such sites. Responsibility for clean-up and other
remedial activities at a Superfund site is typically shared among PRPs based on
an allocation formula.
The Company
believes that none of these matters, individually or in the aggregate, will have
a material adverse effect on its results of operations, financial position, or
cash flows. Generally, this is because either the estimates of the
maximum potential liability at a site are not large or the liability will be
shared with other PRPs, although no assurance can be given with respect to the
ultimate outcome of any such matter.
Based on
information available to the Company (which in most cases includes: an estimate
of allocation of
liability among
PRPs; the probability that other PRPs, many of whom are large, solvent public
companies, will fully pay the cost apportioned to them; currently available
information from PRPs and/or federal or state environmental agencies concerning
the scope of contamination and estimated remediation and consulting costs;
remediation alternatives; and estimated legal fees), the Company has established
an accrual for indicated environmental liabilities with a balance at March 31,
2008 of $12.0 million. Excluding the Crystal Springs site discussed
below for which $3.1 million has been accrued, the Company has accrued amounts
that do not exceed $3.0 million related to any individual site and management
does not believe that the costs related to any of these other individual sites
will have a material adverse effect on the Company’s results of operations, cash
flows or financial condition. The Company expects to pay out
substantially all of the amounts accrued for environmental liability over the
next three to five years.
In
connection with the sale of Kuhlman Electric Corporation, the Company agreed to
indemnify the buyer and Kuhlman Electric for certain environmental liabilities,
then unknown to the Company, relating to certain operations of
Kuhlman Electric that pre-date the Company’s 1999 acquisition of Kuhlman
Electric. During 2000, Kuhlman Electric notified the Company that it
discovered potential environmental contamination at its Crystal Springs,
Mississippi plant while undertaking an expansion of the plant. The
Company is continuing to work with the Mississippi Department of Environmental
Quality and Kuhlman Electric to investigate and remediate to the extent
necessary, historical contamination at the plant and surrounding
area. Kuhlman Electric and others, including the Company, were sued
in numerous related lawsuits, in which multiple claimants alleged personal
injury and property damage. In 2005, the Company and other defendants
entered into settlements that resolved approximately 99% of the then known
personal injury and property damage claims relating to the alleged environmental
contamination. Those settlements involved payments by the Company of
$28.5 million in the second half of 2005 and $15.7 million in the first quarter
of 2006, in exchange for, among other things, dismissal with prejudice of these
lawsuits.
In
December 2007, a lawsuit was filed against Kuhlman Electric and others,
including the Company, on behalf of approximately 209 plaintiffs, alleging
personal injury relating to the alleged environmental
contamination. Give the early stage of the litigation, the Company
cannot make any predictions as to the outcome, but its current intent is to
vigorously defend against the suit.
Conditional
Asset Retirement Obligations
In
March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset
Retirement Obligations - an interpretation of FASB Statement No. 143 (“FIN 47”), which
requires the Company to recognize legal obligations to perform asset retirements
in which the timing and/or method of settlement are conditional on a future
event that may or may not be within the control of the
entity. Certain government regulations require the removal and
disposal of asbestos from an existing facility at the time the facility
undergoes major renovations or is demolished. The liability exists
because the facility will not last forever, but it is conditional on future
renovations (even if there are no immediate plans to remove the materials, which
pose no health or safety hazard in their current
condition). Similarly, government regulations require the removal or
closure of underground storage tanks (“USTs”) when their use ceases, the
disposal of polychlorinated biphenyl (“PCB”) transformers and capacitors when
their use ceases, and the disposal of used furnace bricks and liners, and
lead-based paint in conjunction with facility renovations or
demolition. The Company currently has 17 manufacturing locations that
have been identified as containing these items. The fair value to remove and
dispose of this material has been estimated and recorded at $1.0 million as of
March 31, 2008 and December 31, 2007.
Product
Liability
Like many other
industrial companies who have historically operated in the U.S., the Company (or
parties the Company is obligated to indemnify) continues to be named as one of
many defendants in asbestos-related personal injury
actions. Management believes that the Company’s involvement is
limited because, in general, these claims relate to a few types of automotive
friction products that were manufactured many years ago and contained
encapsulated asbestos. The nature of the fibers, the encapsulation and the
manner of use lead the Company to believe that these products are highly
unlikely to cause harm. As of March 31, 2008, the Company had
approximately 37,000 pending asbestos-related product liability
claims. Of these outstanding claims, approximately 27,000 are pending
in just three jurisdictions, where significant tort reform activities are
underway.
The Company’s
policy is to aggressively defend against these lawsuits and the Company has been
successful in obtaining dismissal of many claims without any payment. The
Company expects that the vast majority of the pending asbestos-related product
liability claims where it is a defendant (or has an obligation to indemnify a
defendant) will result in no payment being made by the Company or its
insurers. In the first quarter 2008, of the approximately 5,100
claims resolved, only 49 (1.0%) resulted in any payment being made to a claimant
by or on behalf of the Company. In 2007, of the approximately 4,400
claims resolved, only 194 (4.4%) resulted in any payment being made to a
claimant by or on behalf of the Company.
Prior to June 2004,
the settlement and defense costs associated with all claims were covered by the
Company’s primary layer insurance coverage, and these carriers administered,
defended, settled and paid all claims under a funding arrangement. In
June 2004, primary layer insurance carriers notified the Company of the alleged
exhaustion of their policy limits. This led the Company to access the next
available layer of insurance coverage. Since June 2004, secondary
layer insurers have paid asbestos-related litigation defense and settlement
expenses pursuant to a funding arrangement. To date, the Company has
paid $31.7 million in defense and indemnity in advance of insurers’
reimbursement and has received $11.5 million in cash from insurers. The
outstanding balance of $20.2 million is expected to be fully recovered.
Timing of the recovery is dependent on final resolution of the declaratory
judgment action referred to below. At December 31, 2007, insurers owed
$20.6 million in association with these claims.
At
March 31, 2008, the Company has an estimated liability of $38.5 million for
future claims resolutions, with a related asset of $38.5 million to recognize
the insurance proceeds receivable by the Company for estimated losses related to
claims that have yet to be resolved. Insurance carrier reimbursement of 100% is
expected based on the Company’s experience, its insurance contracts and
decisions received to date in the declaratory judgment action referred to below.
At December 31, 2007, the comparable value of the insurance receivable and
accrued liability was $39.6 million.
The amounts
recorded in the Condensed Consolidated Balance Sheets related to the estimated
future settlement of existing claims are as follows:
|
|
March
31,
|
|
|
December
31,
|
|
(millions)
|
|
2008
|
|
|
2007
|
|
Assets:
|
|
|
|
|
|
|
Prepayments
and other current assets
|
|
$ |
22.0 |
|
|
$ |
20.1 |
|
Other
non-current assets
|
|
|
16.5 |
|
|
|
19.5 |
|
Total
insurance receivable
|
|
$ |
38.5 |
|
|
$ |
39.6 |
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$ |
22.0 |
|
|
$ |
20.1 |
|
Other
non-current liabilities
|
|
|
16.5 |
|
|
|
19.5 |
|
Total
accrued liability
|
|
$ |
38.5 |
|
|
$ |
39.6 |
|
The Company cannot
reasonably estimate possible losses, if any, in excess of those for which it has
accrued, because it cannot predict how many additional claims may be brought
against the Company (or parties the Company has an obligation to indemnify) in
the future, the allegations in such claims, the possible outcomes, or the impact
of tort reform legislation that may be enacted at the State or Federal
levels.
A
declaratory judgment action was filed in January 2004 in the Circuit Court of
Cook County, Illinois by Continental Casualty Company and related companies
(“CNA”) against the Company and certain of its other historical general
liability insurers. CNA provided the Company with both primary and
additional layer insurance, and, in conjunction with other insurers, is
currently defending and indemnifying the Company in its pending asbestos-related
product liability claims. The lawsuit seeks to determine the extent
of insurance coverage available to the Company including whether the available
limits exhaust on a “per occurrence” or an “aggregate” basis, and to determine
how the applicable coverage responsibilities should be
apportioned. On August 15, 2005, the Court issued an interim order
regarding the apportionment matter. The interim order has the effect
of making insurers responsible for all defense and settlement costs pro rata to
time-on-the-risk, with the pro-ration method to hold the insured harmless for
periods of bankrupt or unavailable coverage. Appeals of the interim
order were denied. However, the issue is reserved for appellate
review at the end of the action. In addition to the primary insurance
available for asbestos-related claims, the Company has substantial additional
layers of insurance available for potential future asbestos-related product
claims. As such, the Company continues to believe that its coverage
is sufficient to meet foreseeable liabilities.
Although it is
impossible to predict the outcome of pending or future claims or the impact of
tort reform legislation that may be enacted at the State or Federal levels, due
to the encapsulated nature of the products, the Company’s experiences in
aggressively defending and resolving claims in the past, and the Company’s
significant insurance coverage with solvent carriers as of the date of this
filing, management does not believe that asbestos-related product liability
claims are likely to have a material adverse effect on the Company’s results of
operations, cash flows or financial condition.
New
Accounting Pronouncements
In
September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, Fair Value
Measurements (“FAS 157”). FAS 157 defines fair value,
establishes a framework for measuring fair value in GAAP and expands disclosures
about fair value measurements. FAS 157 is effective for the Company
beginning with its quarter ending March 31, 2008. See Note 10 to
the Consolidated Financial Statements for
more information
regarding the implementation of FAS 157.
In
February 2007, the FASB issued Statement of Financial Accounting Standards
No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities (“FAS
159”). FAS 159 allows entities to irrevocably elect to recognize most
financial assets and financial liabilities at fair value on an
instrument-by-instrument basis. The stated objective of FAS 159 is to
improve financial reporting by giving entities the opportunity to elect to
measure certain financial assets and liabilities at fair value in order to
mitigate earnings volatility caused when related assets and liabilities are
measured differently. FAS 159 is effective for the Company beginning
with its quarter ending March 31, 2008. The Company chose to not
make the election to adopt.
In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
141 (Revised 2007), Business Combinations (“FAS 141(R)”). FAS 141(R)
establishes principles and requirements for recognizing identifiable assets
acquired, liabilities assumed, noncontrolling interest in the acquiree, goodwill
acquired in the combination or the gain from a bargain purchase, and disclosure
requirements. Under this revised statement, all costs incurred to
effect an acquisition will be recognized separately from the
acquisition. Also, restructuring costs that are expected but the
acquirer is not obligated to incur will be recognized separately from the
acquisition. FAS 141(R) is effective for the Company beginning with
its quarter ending March 31, 2009. The Company is currently
assessing the potential impacts, if any, on its consolidated financial
statements.
In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
160, Noncontrolling Interests in Consolidated Financial Statements (“FAS
160”). FAS 160 requires that ownership interests in subsidiaries held
by parties other than the parent are clearly identified. In addition,
it requires that the amount of consolidated net income attributable to the
parent and to the noncontrolling interest be clearly identified and presented on
the face of the income statement. FAS 160 is effective for the
Company beginning with its quarter ending March 31, 2009. The
adoption of FAS 160 is not expected to have a material impact on the Company’s
consolidated financial position, results of operations or cash
flows.
In
March 2008, the FASB issued Statement of Financial Accounting Standards No.
161, Disclosures about Derivative Instruments and Hedging Activities
(“FAS 161”). FAS 161 requires entities to provide enhanced
disclosures about how and why an entity uses derivative instruments, how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and how derivative instruments
and related hedged items affect an entity’s financial position, financial
performance, and cash flows. FAS 161 is effective for the Company
beginning with its quarter ending March 31, 2009.
Recent
Development
On
April 18, 2008, the Company announced a $0.11 per share dividend to be paid on
May 15, 2008 to stockholders of record on May 1, 2008.
DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS
Statements
contained in this Form 10-Q (including Management’s Discussion and Analysis of
Financial Condition and Results of Operations) may contain forward-looking
statements as contemplated by the 1995 Private Securities Litigation Reform Act
that are based on management’s current outlook, expectations, estimates and
projections. Words such as “outlook”, "expects," "anticipates," "intends,"
"plans," "believes," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking
statements. Forward-looking statements are subject to risks and
uncertainties, many of which are difficult to predict and generally beyond our
control, that could cause actual results to differ materially from those
expressed, projected or implied in or by the forward-looking
statements. Such risks and uncertainties include: fluctuations in
domestic or foreign vehicle production, the continued use of outside suppliers,
fluctuations in
demand for vehicles containing our products, changes in general economic
conditions, and other risks detailed in our filings with the Securities and
Exchange Commission, including the Risk Factors, identified in the Form 10-K for
the fiscal year ended December 31, 2007. We do not undertake any
obligation to update any forward-looking statements.
Item
3. Quantitative and Qualitative Disclosure About Market Risk
There have been no
material changes to the information concerning our exposures to market risk as
stated in the Company’s Annual Report on Form 10-K for the year ended December
31, 2007.
Item
4. Controls and Procedures
The Company
maintains disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) that are designed to provide reasonable assurance that
the information required to be disclosed in the reports it files with the
Securities and Exchange Commission is collected and then processed, summarized
and disclosed within the time periods specified in the rules of the Securities
and Exchange Commission. Under the supervision and with the
participation of the Company’s management, including the Company’s Chief
Executive Officer and Chief Financial Officer, the Company has evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures as of the end of the period covered by this report. Based
on such evaluation, the Company’s Chief Executive Officer and Chief Financial
Officer have concluded that these procedures are effective. There
have been no changes in internal control over financial reporting that occurred
during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
PART II. OTHER
INFORMATION
Item
1. Legal Proceedings
The Company is
subject to a number of claims and judicial and administrative proceedings (some
of which involve substantial amounts) arising out of the Company’s business or
relating to matters for which the Company may have a contractual indemnity
obligation. See Note 15 – Contingencies to the condensed consolidated
financial statements for a discussion of environmental, product liability and
other litigation, which is incorporated herein by reference.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds (Repurchases and
Authorization of Equity Securities)
The Company’s Board
of Directors previously authorized the purchase of up to 4.8 million shares
(adjusted for the Company’s 2007 two-for-one stock split) of the Company's
common stock. As of March 31, 2008, the Company had repurchased
4,275,120 shares.
At
the Company’s Board of Directors meeting held April 30, 2008 the Board
authorized the additional purchase of up to 5.0 million shares of the Company’s
common stock.
All shares
purchased under this authorization have been and will continue to be repurchased
in the open market at prevailing prices and at times and amounts to be
determined by management as market conditions and the Company’s capital position
warrant. The Company may use Rule 10b5-1 plans to facilitate share
repurchases. Repurchased shares will be deemed treasury shares and
may subsequently be reissued for general corporate purposes.
The following table
provides information about Company purchases of its equity securities that are
registered pursuant to Section 12 of the Exchange Act during the quarter
ended March 31, 2008, at a total cost of $13.5 million:
ISSUER
REPURCHASES OF EQUITY SECURITIES
|
Period
|
|
Total
Number of Shares Purchased
|
|
Average
Price Paid per Share
|
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
|
|
(a)
Maximum Number of Shares that May Yet be Purchased Under the Plans or
Programs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Month Ended
January 31, 2008
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
|
841,680 |
|
Month Ended
February 29, 2008
|
|
|
52,500 |
|
|
|
45.49 |
|
|
|
52,500 |
|
|
|
789,180 |
|
Month Ended
March 31, 2008
|
|
|
264,300 |
|
|
|
42.03 |
|
|
|
264,300 |
|
|
|
524,880 |
|
Total
|
|
|
316,800 |
|
|
$ |
42.60 |
|
|
|
316,800 |
|
|
|
524,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) This
table does not reflect the 5.0 million shares authorized by the Company's
Board of Directors on April 30, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE: All
purchases were made on the open market.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
5. Other Information
At
the Annual Meeting of Stockholders held April 30, 2008, non-employee Director
Brown was elected to a new three year term on the Company's Board of Directors,
and was granted 5,208 shares of restricted stock as equity
compensation. Restrictions on the shares of stock will expire over
the three year term, one third in each year. To implement the equity
component of a compensation increase for non-employee directors that was
effective January 1, 2008, the Class I non-employee directors were each
granted 626 shares of restricted stock with restrictions expiring one year
from the date of grant, and the Class II non-employee directors were each
granted 1,252 shares of restricted stock with restrictions expiring half
after one year from the date of grant and the remainder expiring two years from
the date of grant. Non-employee director compensation is more fully
described in the Company’s proxy statement filed for its 2008 Annual Meeting of
Stockholders.
On
December 11, 2007, BorgWarner Germany GmbH, an indirect wholly-owned subsidiary
of BorgWarner Inc., informed BERU AG as well as the German regulator of the
German Securities Trading Act that the percentage of voting rights in BERU AG
which is held by BorgWarner Germany GmbH, exceeded 75%. In connection
with reaching the 75% voting rights threshold BorgWarner Germany GmbH requested
that BERU AG join BorgWarner in the preparation of a domination and profit
transfer agreement between BorgWarner Germany GmbH as controlling party and BERU
AG as controlled party under the German Stock Corporation Act.
On
March 17, 2008 the Supervisory Board of BERU AG approved the domination and
profit transfer agreement. The agreement will be presented to the
BERU shareholders at their May 21, 2008 meeting for approval.
Item
6. Exhibits
Exhibit
3.1 Amendment
to the Restated Certificate of Incorporation of BorgWarner Inc.
Exhibit
31.1 Rule
13a-14(a)/15d-14(a) Certification of the
Principal Executive Officer
Exhibit
31.2 Rule
13a-14(a)/15d-14(a) Certification of the
Principal Financial Officer
Exhibit
32.1
Section 1350 Certifications
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
BorgWarner
Inc.
(Registrant)
By: /s/ Jeffrey L.
Obermayer
(Signature)
Jeffrey L.
Obermayer
Vice President and
Controller
(Principal
Accounting Officer)
Date: May 2, 2008