2007 financial report
BorgWarner = Powertrain Innovation
better fuel economy
reduced emissions
vehicle stabilit y
great performance
B o r g W a r n e r V i s i o n
B o r g W a r n e r B e l i e f s
BorgWarner is the recognized world leader
(cid:129) Respect for Each Other
in advanced products and technologies that
satisfy customer needs in powertrain compo-
nents and systems solutions.
(cid:129) The Power of Collaboration
(cid:129) Passion for Excellence
(cid:129) Personal Integrity
(cid:129) Responsibility to Our Communities
F I N A N C I A L H I G H L I G H T S
millions of dollars, except per share and employee data
2007
2006 % Change
$5,328.6 $4,585.4
211.6
1.83
288.5
2.45
Net sales
Net earnings
Net earnings per share — diluted
Average number of shares outstanding
— diluted (millions)
117.8
Capital spending, including tooling outlays 293.9
210.8
Research and development
13.4%
After-tax return on invested capital
188.5
Cash
Total debt
636.3
2,321.1
Stockholders’ equity
65.4%
Total return on BorgWarner shares
17,700
Number of employees
115.9
268.3
187.7
12.2%
123.3
721.1
1,875.4
(1.6)%
17,400
16.2%
36.3%
33.9%
9.5%
12.3%
52.9%
(11.8)%
23.8%
C O M P A R I S O N O F 5 Y E A R C U M U L A T I V E T O T A L R E T U R N *
Among BorgWarner Inc., The S&P 500 Index, The SIC Code 3714 —
Motor Vehicle Parts & Accessories And A Peer Group (1)
* $100 invested on 12/31/02 in stock or index including reinvestment of dividends.
Fiscal year ending December 31.
450
400
350
300
250
200
150
100
50
0
2002
2003
2004
2005
2006
2007
BorgWarner Inc.(2) 100.00
S&P 500(3)
100.00
SIC Code Index(4) 100.00
100.00
Peer Group(5)
170.67
128.68
145.46
147.55
219.75
142.69
157.97
167.07
248.57
149.70
129.97
143.73
244.62
173.34
146.34
176.93
404.62
182.87
153.33
208.14
(1) Assumes $100.00 invested on December 31,
2002; assumes dividends, reinvested dividends
through December 31, 2007. (All data compiled by
Research Data Group, Inc. of San Francisco, CA).
(2) BorgWarner Inc.
(3) S&P 500 — Standard & Poor’s 500
Total Return Index.
(4) Standard Industrial Code (“SIC”) 3714-Motor
Vehicle Parts.
(5) Peer Group Companies — Consists of the
following companies:
American Axle & Manufacturing Holdings, Inc.,
ArvinMeritor Inc., Autoliv Inc., Gentex Corp.,
Johnson Controls Inc., Lear Corporation, Magna
International, Inc., Modine Manufacturing Co.,
Tenneco Automotive, Inc., TRW Automotive
Holdings Corp. and Visteon Corporation.
The line graph compares the cumulative total
shareholder return on our Common Stock with
the cumulative total return of companies on
the Standard & Poor’s (S&P) 500 Stock Index.
The information is not deemed to be “soliciting
material” or to be “filed” with the SEC or subject
to Regulation 14A or 14C under the Securities
Exchange Act of 1934 (“Exchange Act”) or to the
liabilities of Section 18 of the Exchange Act, and
will not be deemed to be incorporated by refer-
ence into any filing under the Securities Act of
1933 or the Exchange Act, except to the extent
the Company specifically incorporates it by refer-
ence into such a filing.
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 manufac-
tured and sold to OEMs of commercial trucks, buses and agricultural and off-highway vehicles. We also
manufacture for and sell our products to certain Tier One vehicle systems suppliers and 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 sys-
tems, as well as diesel and gas ignition systems. The Drivetrain segment’s products include 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
Overview
A summary of our operating results for the years ended December 31, 2007, 2006 and 2005 is as
follows:
millions of dollars, except per share data
Year Ended December 31,
2007
2006
2005
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,328.6
4,378.7
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$4,585.4
3,735.5
$4,293.8
3,440.0
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . .
Restructuring expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (income) expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in affiliates’ earnings, net of tax . . . . . . . . . . . . . . . .
Interest expense and finance charges . . . . . . . . . . . . . . . . .
Earnings before income taxes and minority interest . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest, net of tax . . . . . . . . . . . . . . . . . . . . . . . . .
949.9
531.9
—
(6.8)
424.8
(40.3)
34.7
430.4
113.9
28.0
849.9
498.1
84.7
(7.5)
274.6
(35.9)
40.2
270.3
32.4
26.3
853.8
495.9
—
34.8
323.1
(28.2)
37.1
314.2
55.1
19.5
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 288.5
$ 211.6
$ 239.6
Earnings per share — diluted . . . . . . . . . . . . . . . . . . . . . . . $
2.45
$
1.83
$
2.09
1
A summary of major factors impacting the Company’s net earnings for the year ended December 31,
2007 in comparison to 2006 and 2005 is as follows:
(cid:129) Continued demand for our products in both Engine and Drivetrain segments.
(cid:129) Lower North American production of light trucks and SUVs.
(cid:129) Continued benefits from our cost reduction programs, including containment of selling, general &
administrative expenses, which partially offset continued raw material and energy cost increases,
health care cost inflation and the costs related to global expansion.
(cid:129) Restructuring expenses in the third and fourth quarters of 2006 to adjust headcount and capacity
levels, primarily in North America and primarily in the Drivetrain segment.
(cid:129) Expensing of stock options in 2007 and 2006 due to the implementation of FAS 123R in 2006.
(cid:129) The write-offs of the excess purchase price allocated to in-process research and development
(“IPR&D”), order backlog and beginning inventory related to the 2005 acquisition of approximately
69.4% of BERU stock and the subsequent 2007 acquisition of approximately 12.8% of BERU stock.
(cid:129) The write-offs of the excess purchase price allocated to IPR&D, order backlog and beginning inventory
related to the 2006 acquisition of the European Transmission and Engine Controls (“ETEC”) product
lines from Eaton in Monaco.
(cid:129) Gains in 2006 and 2005 from the 2005 sale of shares in AG Ku¨ hnle, Kopp & Kausch (“AGK”), an
unconsolidated subsidiary carried on the cost basis.
(cid:129) Recognition in 2005 of a $45.5 million charge related to the anticipated cost of settling alleged Crystal
Springs related environmental contamination personal
injury and property damage claims. See
Contingencies in Management’s Discussion and Analysis for more information on Crystal Springs.
(cid:129) Favorable currency impact of $15.2 million and $0.4 million in 2007 and 2006, respectively.
(cid:129) Adjustments to tax accounts in 2007, 2006 and 2005 upon conclusion of certain tax audits and
changes in circumstances, including changes in tax laws.
(cid:129) An approximate $14 million provision in 2007 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 Company’s earnings per diluted share were $2.45, $1.83 and $2.09 for the years ended Decem-
ber 31, 2007, 2006 and 2005, respectively. The Company believes the following table is useful in highlighting
non-recurring or non-comparable items that impacted its earnings per diluted share:
Year Ended December 31,
2007
2006
2005
Non-recurring or non-comparable items:
Restructuring expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $(0.41)
Expensing of stock options. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.08)
One-time write-off of the excess purchase price allocated to
(0.10)
$ —
—
IPR&D, order backlog and beginning inventory associated with
acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net gain from divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to tax accounts . . . . . . . . . . . . . . . . . . . . . . . . . . .
Crystal Springs related settlement . . . . . . . . . . . . . . . . . . . . . . . .
(0.02)
—
0.03
—
(0.02)
0.03
0.19
—
(0.11)
0.06
0.23
(0.25)
Total impact to earnings per share — diluted: . . . . . . . . . . . . . . . . . $(0.09)
$(0.29)
$(0.08)(a)
(a) Does not add due to rounding and quarterly changes in the number of weighted-average outstanding
diluted shares.
2
Net Sales
The table below summarizes the overall worldwide global light vehicle production percentage changes
for 2007 and 2006:
Worldwide Light Vehicle Year Over Year Increase (Decrease) in Production
(1.5)% (3.1)%
North America* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.6% 2.1%
Europe* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.1% 8.1%
Asia* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Worldwide* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.0% 3.4%
BorgWarner year over year net sales change . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.2% 6.8%
2007
2006
* Data provided by CSM Worldwide.
Our net sales increases in 2007 and 2006 were strong in light of the estimated worldwide market
production increases of 5.0% and 3.4%, respectively. The Company’s net sales increased 16.2% in 2007
over 2006, and increased 6.8% in 2006 over 2005. The effect of changing currency rates had a positive
impact on net sales and net earnings in 2007 and 2006. The effect of non-U.S. currencies, primarily the Euro,
increased net sales by $262.1 million and net earnings by $15.2 million in 2007. In 2006, non-U.S. currencies,
primarily the Euro, added $36.8 million to net sales and $0.4 million to net earnings. The year over year
increase in net sales, excluding the favorable impact of currency, was 10.5% in 2007 and 5.9% in 2006.
Consolidated net sales included sales to Volkswagen of approximately 15%, 13%, and 13%; to Ford of
approximately 12%, 13%, and 16%; and to Daimler of approximately 6%, 11%, and 12% for the years ended
December 31, 2007, 2006 and 2005, respectively. Daimler divested Chrysler in 2007. Both of our reporting
segments had significant sales to all three of the customers listed above. Such sales consisted of a variety of
products to a variety of customer locations and regions. No other single customer accounted for more than
10% of consolidated sales in any year of the periods presented.
Our overall outlook for 2008 is positive, as we expect our sales to grow in excess of a projected moderate
global vehicle production growth rate. The outlook for global vehicle production by region is down moderately
in North America, up moderately 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 expected to be a positive trend for the Company. The impact of
non-U.S. currencies is currently planned to be negligible in 2008. Assuming no major departures from these
assumptions, we expect continued long-term sales and net earnings growth.
Results By Reporting Segment
The Company’s business is comprised of two reporting segments: Engine and Drivetrain. These
segments are strategic business groups, which are managed separately as each represents a specific
grouping of related automotive components and systems. Effective January 1, 2006, the Company assigned
an operating facility previously reported in the Engine segment to the Drivetrain segment due to changes in
the facility’s product mix. Segment amounts have been reclassified in 2005 to conform to this presentation.
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 taxes (“EBIT”) adjusted for 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
3
presented in accordance with GAAP. EBIT is defined as earnings before interest, 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 its segments by
excluding interest and 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 its business and perfor-
mance, 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 segment for the years 2007, 2006 and
2005:
Net Sales
millions of dollars
Year Ended December 31,
2007
2006
2005
Engine. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,761.3
1,598.8
Drivetrain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(31.5)
Inter-segment eliminations . . . . . . . . . . . . . . . . . . . . . . . . .
$3,154.9
1,461.4
(30.9)
$2,855.4
1,472.9
(34.5)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,328.6
$4,585.4
$4,293.8
Earnings Before Interest and Taxes
millions of dollars
Year Ended December 31,
2007
2006
2005
Engine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $418.0
118.1
Drivetrain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$365.8
90.6
$346.9
105.2
Segment earnings before interest and taxes (“Segment EBIT”) . . .
Litigation settlement expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate, including equity in affiliates’ earnings . . . . . . . . . . . . .
Consolidated earnings before interest and taxes (“EBIT”) . . . . . . .
Interest expense and finance charges . . . . . . . . . . . . . . . . . . . . .
Earnings before income taxes and minority interest . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
536.1
—
—
(71.0)
465.1
34.7
430.4
113.9
28.0
456.4
—
(84.7)
(61.2)
310.5
40.2
270.3
32.4
26.3
452.1
(45.5)
—
(55.3)
351.3
37.1
314.2
55.1
19.5
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $288.5
$211.6
$239.6
The Engine segment 2007 net sales were up 19.2% from 2006, with a 14.3% increase in Segment EBIT
over the same period. The Engine segment continued to benefit from Asian automaker demand for
turbochargers and timing systems, European automaker demand for turbochargers, timing systems, exhaust
gas recirculation (“EGR”) valves and diesel engine ignition systems, the continued roll-out of its variable cam
timing systems with General Motors high-value V6 engines, stronger EGR valve sales in North America, and
higher turbocharger and thermal products sales due to stronger global commercial vehicle production. The
Segment EBIT margin was 11.1% in 2007, down from 11.6% in 2006 (which includes the one-time write-off in
2007 of the excess purchase price allocated to BERU’s IPR&D, order backlog and inventory), due to the
significant reduction in customer production schedules in the U.S. market and increased costs for raw
materials, principally nickel.
The Engine segment 2006 net sales were up 10.5% from 2005, with a 5.4% increase in Segment EBITover
the same period. During 2006, the Engine segment continued to benefit from Asian automaker demand for
4
turbochargers and timing systems, European automaker demand for turbochargers, timing systems, EGR
valves and diesel engine ignition systems, the continued roll-out of its variable cam timing systems with General
Motors high-value V6 engines, stronger EGR valve sales in North America, and higher turbocharger and thermal
products sales due to stronger global commercial vehicle production. The Segment EBIT margin was 11.6% in
2006, down from 12.1% in 2005 (which includes the one-time write-off in 2005 of the excess purchase price
allocated to BERU’s IPR&D), due to the significant reduction in customer production schedules in the
U.S. market and increased costs for raw materials, principally nickel.
For 2008, the Engine segment expects to deliver continued growth from further penetration of diesel
engines in Europe, which will continue to boost demand for turbochargers and BERU technologies, and
increased sales of our turbocharger and emissions products into the commercial vehicle market in North
America. Investments in South Korea and China are expected to continue to contribute to sales and EBIT.
This growth is expected to help offset anticipated weakness in North American light vehicle production.
The Drivetrain segment 2007 net sales increased 9.4% from 2006 with a 30.4% increase in Segment
EBITover the same period. The segment continued to benefit from growth outside of North America including
the continued ramp up of dual-clutch transmission and torque transfer product sales in Europe. In the U.S.,
the group was negatively impacted by lower production of light trucks and SUVs equipped with its torque
transfer products and lower sales of its traditional transmission products. Segment EBIT margin was 7.4% in
2007, up from 6.2% in the prior year, due to the benefits of restructuring in its North American operations and
growth outside of the U.S.
The Drivetrain segment 2006 net sales decreased 0.8% from 2005 with a 13.9% decrease in Segment
EBITover the same period. The segment continued to benefit from growth outside of North America including
the continued ramp up of dual-clutch transmission and torque transfer product sales in Europe. In the U.S.,
the group was negatively impacted by lower production of light trucks and SUVs equipped with its torque
transfer products and lower sales of its traditional transmission products. Segment EBIT margin was 6.2% in
2006, down from 7.1% in the prior year, due to the significant reduction in customer production schedules in
the U.S. market and increased costs for raw materials.
For 2008, the Drivetrain segment is expected to grow slightly as stagnant demand for our rear-wheel-
drive based four-wheel-drive systems in North America is expected to be offset by content growth with our
traditional transmission products and controls in automatic transmissions in North America, increased
penetration of automatic transmissions in Europe and Asia, including increased sales of dual-clutch trans-
mission products, and the continued ramp-up of rear-wheel-drive based four-wheel-drive programs outside
of North America.
Corporate is the difference between calculated total Company EBITand the total of the Segments’ EBIT.
It represents corporate headquarters’ expenses, expenses not directly attributable to the individual segments
and equity in affiliates’ earnings. This net expense was $71.0 million in 2007, $61.2 million in 2006 and
$55.3 million in 2005. Included in the 2007 and 2006 amounts are $16.3 million and $12.7 million,
respectively, related to the expensing of stock options due to the implementation of FAS 123R in 2006.
5
Other Factors Affecting Results of Operations
The following table details our results of operations as a percentage of sales:
Year Ended December 31,
2007
2006
2005
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0%
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82.2
81.5
80.1
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . .
Restructuring expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (income) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in affiliates’ earnings, net of tax. . . . . . . . . . . . . . . . . . . . . . . .
Interest expense and finance charges . . . . . . . . . . . . . . . . . . . . . . . .
Earnings before income taxes and minority interest . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17.8
10.0
—
(0.2)
8.0
(0.8)
0.7
8.1
2.2
0.5
18.5
10.9
1.8
(0.2)
6.0
(0.8)
0.9
5.9
0.7
0.6
19.9
11.5
—
0.8
7.6
(0.7)
0.9
7.4
1.3
0.5
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.4% 4.6% 5.6%
Gross profit as a percentage of net sales was 17.8%, 18.5% and 19.9% in 2007, 2006 and 2005,
respectively. Our gross profit in 2007 was negatively impacted by significant declines in customer production
levels in the U.S. market, a warranty-related issue and higher raw material costs. The warranty-related issue
surrounded a product, built during a 15-month period in 2004 and 2005, that is no longer in production. This
resulted in a pre-tax charge of approximately $14 million. Our gross profit also continued to be negatively
impacted by higher raw material costs including nickel, steel, copper, aluminum and plastic resin in 2007.
Raw material costs increased approximately $55 million as compared to 2006, of which nickel was the single
largest contributor. Our focused cost reduction and commodity hedging programs in our operations partially
offset the higher raw material costs.
Selling, general and administrative expenses (“SG&A”) as a percentage of net sales were 10.0%, 10.9%
and 11.5% in 2007, 2006 and 2005 respectively. The decrease in SG&A as a percentage of net sales in 2007
was primarily due to cost reduction initiatives, partially offset by higher incentive compensation. We expect
that the growth in sales will continue to outpace the future increases in SG&A spending due to our ongoing
focus on cost controls, and leveraging the existing infrastructure to support the increased sales.
Research and development (“R&D”) is a major component of our SG&A expenses. R&D spending, net of
customer reimbursements, was $210.8 million, or 4.0% of sales in 2007, compared to $187.7 million, or
4.1% of sales in 2006, and $161.0 million, or 3.8% of sales in 2005. We currently intend to continue to
increase our spending in R&D, although the growth rate in the future may not necessarily match the rate of our
sales growth. We also intend to continue to invest in a number of cross-business R&D programs, as well as a
number of other key programs, all of which are necessary for short and long-term growth. Our current long-
term expectation for R&D spending is approximately 4.0% of sales. We intend to maintain our commitment to
R&D spending while continuing to focus on controlling other SG&A costs.
Restructuring expense of $84.7 million in 2006 was the result of declines in customer production levels in
the U.S., customer restructurings and a subsequent evaluation of our headcount levels in North America and
our long-term capacity needs.
On September 22, 2006, the Company announced the reduction of its North American workforce by
approximately 850 people, or 13%, spread across its 19 operations in the U.S., Canada and Mexico. This third
quarter reduction of the North American workforce addressed an immediate need to adjust employment levels
to meet customer restructurings and significantly lower production schedules going forward. In addition to
employee related costs of $6.7 million, the Company recorded $4.8 million of asset impairment charges related
6
to the North American restructuring. The third quarter restructuring expenses of $11.5 million broken out by
segment were as follows: Engine $7.3 million, Drivetrain $3.6 million and Corporate $0.6 million.
During the fourth quarter 2006, the Company evaluated the competitiveness of its North American
facilities, as well as its long-term capacity needs. As a result, the Company will be closing the drivetrain plant
in Muncie, Indiana and has adjusted the carrying values of other assets, primarily related to its four-wheel drive
transfer case product line. Production activity at the Muncie facility is scheduled to cease no later than the
expiration of the current labor contract in 2009. As a result of the fourth quarter restructuring, the Company
recorded employee related costs of $14.8 million, asset impairments of $51.6 million and pension curtailment
expense of $6.8 million. The fourth quarter restructuring expenses of $73.2 million broken out by segment
were as follows: Engine $5.9 million and Drivetrain $67.3 million.
Other (income) expense was $(6.8) million, $(7.5) million and $34.8 million in 2007, 2006 and 2005,
respectively. The 2007 income was comprised primarily of interest income. The 2006 income was comprised
primarily of a $(4.8) million gain from a previous divestiture and $(3.2) million of interest income. The 2005
expense was primarily due to the $45.5 million charge associated with the anticipated cost of settling Crystal
Springs related alleged environmental contamination personal injury and property damage claims, which was
partially offset by the $(4.7) million gain on the sale of businesses, primarily the Company’s interest in AGK,
and interest income of $(4.2) million.
Equity in affiliates’ earnings, net of tax was $40.3 million, $35.9 million and $28.2 million in 2007, 2006
and 2005, respectively. This line item is primarily driven by the results of our 50% owned Japanese joint
venture, NSK-Warner, and our 32.6% owned Indian joint venture, Turbo Energy Limited (“TEL”). For more
discussion of NSK-Warner, see Note 7 of the Consolidated Financial Statements.
Interest expense and finance charges were $34.7 million, $40.2 million and $37.1 million in 2007, 2006
and 2005, respectively. The decrease in 2007 expense over 2006 expense was primarily due to reduced debt
levels. The increase in 2006 expense over 2005 expense was due to funding our acquisition of the ETEC
product lines from Eaton, international expansion and rising interest rates.
The provision for income taxes resulted in an effective tax rate of 26.5%, 12.0% and 17.5% in 2007, 2006
and 2005, respectively. The effective tax rate of 26.5% for 2007 differs from the U.S. statutory rate primarily
due to the following factors:
(cid:129) Foreign rates which differ from those in the U.S.
(cid:129) Realization of certain business tax credits including R&D and foreign tax credits.
(cid:129) Other permanent items, including equity in affiliates’ earnings and Medicare prescription drug benefit.
(cid:129) Tax effects of miscellaneous dispositions.
(cid:129) Change in tax accrual accounts upon conclusion of certain tax audits.
(cid:129) Adjustments to various tax accounts, including changes in tax laws.
If the effects of the tax accrual change, the other miscellaneous dispositions, the adjustments to tax
accounts and the changes in tax laws are not taken into account, the Company’s effective tax rate associated
with its on-going business operations was 27.1%. This rate was higher than the 2006 tax rate for on-going
operations of 26.0% primarily due to changes in the mix of global pre-tax income among taxing jurisdictions.
Minority interest, net of tax of $28.0 million increased by $1.7 million from 2006 and by $8.5 million from
2005. The increase is primarily related to the minority interest in BERU, in addition to the earnings growth in
our Asian majority-owned subsidiaries.
7
LIQUIDITY AND CAPITAL RESOURCES
Capitalization
millions of dollars
2007
2006
% Change
Notes payable and current portion of long-term debt. . . . . . $
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63.7
572.6
636.3
$ 151.7
569.4
721.1
(11.8)%
Minority interest in consolidated subsidiaries . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . .
117.9
2,321.1
162.1
1,875.4
Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,075.3
$2,758.6
11.5%
Total debt to capital ratio . . . . . . . . . . . . . . . . . . . . . . .
20.7%
26.1%
Stockholders’ equity increased by $445.7 million in 2007. The increase was primarily attributable to net
income of $288.5 million, net foreign currency translation and hedged instrument adjustments of $116.8 mil-
lion and stock option exercises of $46.2 million. These factors were somewhat offset by treasury stock
purchases of $47.0 million and dividend payments to BorgWarner stockholders of $39.4 million. In relation to
the U.S. Dollar, the currencies in foreign countries where we conduct business, particularly the Euro, Korean
Won and British Pound strengthened, causing the currency translation component of other comprehensive
income to increase in 2007. The $84.8 million decrease in debt was primarily due to higher operating cash
flows, partially offset by the $138.8 million acquisition of additional shares of BERU.
Operating Activities
Net cash provided by operating activities was $603.5 million, $442.1 million and $396.5 million in 2007,
2006 and 2005, respectively. The $161.4 million increase from 2006 to 2007 was primarily due to higher
earnings and improved working capital ratios. The $45.6 million increase from 2005 to 2006 was primarily due
to lower cash tax payments of $37.7 million and $28.4 million more in dividends received from NSK-Warner.
The $603.5 million of net cash provided by operating activities in 2007 consists of net earnings of
$288.5 million, increased for non-cash charges of $267.0 million and a $48.0 million decrease in net
operating assets and liabilities. Non-cash charges are primarily comprised of $264.6 million in depreciation
and amortization expense.
Accounts receivable increased a total of $6.2 million excluding the impact of currency, due to higher
business levels, particularly in Europe. Certain of our European customers tend to have longer payment terms
than our North American customers. Inventory increased by $34.7 million excluding the impact of currency,
while our full year average inventory turns increased to 10.5 times from 10.1 in 2006.
Investing Activities
Net cash used in investing activities was $368.0 million, $341.1 million and $700.1 million in 2007, 2006
and 2005, respectively. Capital expenditures, including tooling outlays (“capital spending”) of $293.9 million in
2007, or 5.5% of sales, increased $25.6 million over the 2006 level of $268.3 million, or 5.9% of sales.
Selective capital spending remains an area of focus for us, both in order to support our book of new business
and for cost reduction and other purposes. Heading into 2008, we plan to continue to spend capital to
support the launch of our new applications and for cost reductions and productivity improvement projects.
Our target for capital spending is approximately 6% to 7% of sales.
The Company acquired approximately 12.8% of BERU (see Note 19, “Recent Acquisitions”) in the
quarter ended December 31, 2007 for $138.8 million, including transaction fees.
The Company acquired the ETEC product lines from Eaton as of the close of business for the quarter
ended September 30, 2006 for $63.7 million, net of cash acquired.
The majority of the increase in investing activities in 2005 was due to the $477.2 million payment to acquire
approximately 69.4% of BERU, net of cash acquired. On March 11, 2005, the Company completed the sale of its
8
holdings in AGK for $57.0 million to Turbo Group GmbH. The proceeds, net of closing costs, were approximately
$54.2 million, resulting in a gain of $10.1 million on the sale.
Financing Activities and Liquidity
Net debt reductions were $84.8 million in 2007 excluding the impact of currency translation. Net debt
reductions were $35.2 million in 2006 excluding the impact of currency translation. The Company’s
7.00% Senior Notes of $139.0 million of principal and accrued interest matured on November 1, 2006
and were refinanced with the issuance of $150.0 million 5.75% Senior Notes due November 1, 2016. In 2005,
the Company financed the $554.8 million BERU acquisition ($477.2 million net of cash acquired) and
subsequently repaid $160.2 million of those borrowings. Proceeds from the exercise of employee stock
options were $46.3 million, $27.1 million and $17.6 million in 2007, 2006 and 2005, respectively. The
Company paid dividends to BorgWarner stockholders of $39.4 million, $36.7 million and $31.8 million in
2007, 2006 and 2005, respectively. The Company had treasury stock purchases of $47.0 million in 2007.
The Company has a revolving multi-currency credit facility, which provides for borrowings up to
$600 million through July 2009. The credit facility 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 for all
periods presented. In addition to the credit facility, the Company has $50 million available under a shelf
registration statement on file with the Securities and Exchange Commission under which a variety of debt
instruments could be issued. The Company also has access to the commercial paper market through a
$50 million accounts receivable securitization facility, which is rolled over annually. From a credit quality
perspective, the Company has an investment grade credit rating of A- from Standard & Poor’s and Baa1 from
Moody’s. The Moody’s rating was upgraded from Baa2 to Baa1 on February 11, 2008. The outlook from both
agencies is stable.
The Company’s significant contractual obligation payments at December 31, 2007 are as follows:
millions of dollars
Total
2008
2009-2010
2011-2012
After 2012
Other post employment benefits excluding
pensions(a)
Unfunded pension plans(b). . . . . . . . . . . . . . .
Notes payable and long-term debt . . . . . . . . .
Projected interest payments(c) . . . . . . . . . . . .
Non-cancelable operating leases(d) . . . . . . . .
Capital spending obligations. . . . . . . . . . . . . .
Income tax payments(e) . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . $ 916.4
72.9
638.9
342.4
64.6
73.5
6.6
$ 32.3
5.8
63.7
32.4
26.7
73.5
6.6
$ 66.7
13.3
153.0
48.2
14.3
—
—
$ 69.2
13.1
6.7
38.4
9.9
—
—
$ 748.2
40.7
415.5
223.4
13.7
—
—
Total(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,115.3
$241.0
$295.5
$137.3
$1,441.5
(a) Other post employment benefits excluding pensions include anticipated future payments to cover retiree
medical and life insurance benefits. See Note 11 to the Consolidated Financial Statements for disclo-
sures related to the Company’s pension and other post employment benefits.
(b) Amount contained in “After 2012” column includes estimated payments through 2017. Since the timing
and amount of payments for funded defined benefit pension plans are not certain for future years, such
payments have been excluded from this table. The Company expects to contribute a total of $10 million
to $20 million into all defined benefit pension plans during 2008. See Note 11 to the Consolidated
Financial Statements for disclosures related to the Company’s pension and other post employment
benefits.
(c) Projection is based upon actual fixed rates where appropriate, and a projected floating rate for the
variable rate portion of the total debt portfolio. The floating rate projection is based upon current market
conditions and rounded to the nearest 50th basis point (0.50%), which is 4.5% for this purpose.
Projection is also based upon debt being redeemed upon maturity.
9
(d) 2008 includes $12.2 million for the guaranteed residual value of production equipment with a lease that
expires in 2008. Please see Note 15 to the Consolidated Financial Statements for details concerning this
lease.
(e) See Note 4 to the Consolidated Financial Statements for disclosures related to the Company’s income
taxes.
(f) The Company has firm non-cancelable purchase obligations to buy production inventory in 2008
amounting to $17.2 Million. The Company has no inventory purchase obligations extending beyond
2008.
We believe that the combination of cash from operations, cash balances, available credit facilities and
the shelf registration will be sufficient to satisfy our cash needs for our current level of operations and our
planned operations for the foreseeable future. We will continue to balance our needs for internal growth,
external growth, debt reduction, dividends and share repurchase.
Off Balance Sheet Arrangements
As of December 31, 2007, the accounts receivable securitization facility was sized at $50 million and has
been in place with its current funding partner since January 1994. This facility sells accounts receivable
without recourse.
The Company has certain leases that are recorded as operating leases. Types of operating leases
include leases on the headquarters facility, an airplane, vehicles, and certain office equipment. The Company
also has a lease obligation for production equipment at one of its facilities. The total expected future cash
outlays for all lease obligations at the end of 2007 is $64.6 million. See Note 15 to the Consolidated Financial
Statements for more information on operating leases, including future minimum payments.
The Company has guaranteed the residual values of the leased production equipment. The guarantees
extend through the maturity of the underlying lease, which is in 2008. In the event the Company exercises its
option not to purchase the production equipment, the Company has guaranteed a residual value of
$12.2 million. The Company has accrued $6.0 million as an expected loss on this guarantee, which is
expected to be paid in 2008.
Pension and Other Post Employment Benefits
The Company’s policy is to fund its defined benefit pension plans in accordance with applicable
government regulations and to make additional contributions when management deems it appropriate. At
December 31, 2007, all legal funding requirements had been met. The Company contributed $12.4 million to
its defined benefit pension plans in 2007 and $17.5 million in 2006. The Company expects to contribute a
total of $10 million to $20 million in 2008.
The funded status of all pension plans changed to a net unfunded position of $(136.5) million at the end
of 2007 from a net unfunded position of $(125.4) million at the end of 2006.
Other post employment benefits primarily consist of post employment health care benefits for certain
employees and retirees of the Company’s U.S. operations. The Company funds these benefits as retiree
claims are incurred. Other post employment benefits had an unfunded status of $(373.1) million at the end of
2007 and $(513.6) million at the end of 2006. The unfunded levels decreased due to an increase in the
discount rate assumption and changes in certain plan designs.
The Company believes it will be able to fund the requirements of these plans through cash generated
from operations or other available sources of financing for the foreseeable future.
See Note 11 to the Consolidated Financial Statements for more information regarding costs and
assumptions for employee retirement benefits.
10
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. See Notes 8 and 14 to the Consolidated Financial Statements.
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 man-
agement does not expect that the results 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 34 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; estimated legal fees; and other factors), the Company has established an
accrual for indicated environmental
liabilities with a balance at December 31, 2007, of $14.5 million.
Excluding the Crystal Springs site discussed below for which $4.9 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 $14.5 million accrued 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 the past
operations of Kuhlman Electric. The liabilities at issue result from operations of Kuhlman Electric that pre-date
the Company’s acquisition of Kuhlman Electric’s parent company, Kuhlman Corporation, in 1999. 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, if any, 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,
including the Company’s subsidiary, Kuhlman Corporation, entered into settlements that resolved approx-
imately 99% of the then known personal injury and property damage claims relating to the alleged envi-
ronmental contamination. Those settlements involved payments by the defendants 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.
11
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 contam-
ination. Given the early stage of litigation, the Company cannot make any prediction as to the outcome but its
current intention 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 December 31, 2007 and
2006, respectively.
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 December 31, 2007,
the Company had approximately 42,000 pending asbestos-related product liability claims. Of these out-
standing claims, approximately 32,000 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 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. In 2006, of the approximately 27,000 claims resolved, only 169 (0.6%) 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 $30.3 million in
defense and indemnity in advance of insurers’ reimbursement and has received $9.7 million in cash from
insurers. The outstanding balance of $20.6 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, 2006,
insurers owed $11.7 million in association with these claims.
At December 31, 2007, the Company has an estimated liability of $39.6 million for future claims resolutions,
with a related asset of $39.6 million to recognize the insurance proceeds receivable by the Company for
12
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, 2006, the comparable value of the insurance
receivable and accrued liability was $39.9 million.
The amounts recorded in the Consolidated Balance Sheets related to the estimated future settlement of
existing claims are as follows:
millions of dollars
Assets:
2007
2006
Prepayments and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $20.1
19.5
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total insurance receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $39.6
Liabilities:
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . $20.1
19.5
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total accrued liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $39.6
$23.3
16.6
$39.9
$23.3
16.6
$39.9
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.
liability insurers. CNA provided the Company with both primary and additional
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
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.
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements are prepared in conformity with GAAP. In preparing these financial
statements, management has made its best estimates and judgments of certain amounts included in the
financial statements, giving due consideration to materiality. Critical accounting policies are those that are most
important to the portrayal of the Company’s financial condition and results of operations. These policies require
management’s most difficult, subjective or complex judgments in the preparation of the financial statements
and accompanying notes. Management makes estimates and assumptions about the effect of matters that are
13
inherently uncertain, relating to the reporting of assets, liabilities, revenues, expenses and the disclosure of
contingent assets and liabilities. Our most critical accounting policies are discussed below.
Revenue Recognition
The Company recognizes revenue when title and risk of loss pass to the customer, which is usually upon
shipment of product. Although the Company may enter into long-term supply agreements with its major
customers, each shipment of goods is treated as a separate sale and the price is not fixed over the life of the
agreements.
Impairment of Long-Lived Assets
The Company periodically reviews the carrying value of its long-lived assets, whether held for use or
disposal, including other intangible assets, when events and circumstances warrant such a review. This
review is performed using estimates of future cash flows. If the carrying value of a long-lived asset is
considered impaired, an impairment charge is recorded for the amount by which the carrying value of the
long-lived asset exceeds its fair value. Management believes that the estimates of future cash flows and fair
value assumptions are reasonable; however, changes in assumptions underlying these estimates could affect
the evaluations. Significant judgments and estimates used by management when evaluating long-lived
assets for impairment include: (i) an assessment as to whether an adverse event or circumstance has
triggered the need for an impairment review; and (ii) undiscounted future cash flows generated by the asset.
The Company recognized $56.4 million in impairment of long-lived assets in 2006 as part of the restructuring
expenses.
See Note 18 to the Consolidated Financial Statements for more information regarding the 2006
impairment of long-lived assets.
Goodwill
The Company annually reviews its goodwill for impairment in the fourth quarter of each year for all of its
reporting units, or when events and circumstances warrant such a review. This review utilizes the “two-step
impairment test” required under Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangibles, and requires us to make significant assumptions and estimates about the extent and timing of
future cash flows, discount rates and growth rates. The cash flows are estimated over a significant future
period of time, which makes those estimates and assumptions subject to an even higher degree of
uncertainty. We also utilize market valuation models and other financial ratios, which require us to make
certain assumptions and estimates regarding the applicability of those models to our assets and businesses.
We believe that the assumptions and estimates used to determine the estimated fair values of each of our
reporting units are reasonable. However, different assumptions could materially affect the estimated fair
impairment test was performed in December 2007, 2006 and 2005. The Company
value. The goodwill
recognized goodwill
impairment of $0.2 million in 2006 related to the Drivetrain segment. No goodwill
impairment was noted in 2007 and 2005.
See Note 7 to the Consolidated Financial Statements for more information regarding goodwill.
Environmental Accrual
We work with outside experts to determine a range of potential
liability for environmental sites. The
ranges for each individual site are then aggregated into a loss range for the total accrued liability.
Management’s estimate of the loss range for 2007 is between $14.4 million and $25.1 million. We record
an accrual at the most probable amount within the range unless one cannot be determined; in which case we
record the accrual at the low end of the range. At the end of 2007, our total accrued environmental liability
including our conditional asset retirement obligation under FIN 47 was $15.5 million.
See Note 14 to the Consolidated Financial Statements for more information regarding environmental
accrual.
14
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 claim settlements; as well as product manufacturing and industry developments and
recoveries from third parties. Management actively studies trends of warranty claims and takes action to
improve product quality and minimize warranty claims. Management believes that the warranty accrual is
appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to
the accrual. The accrual is represented in both current and non-current liabilities on the balance sheet.
See Note 8 to the Consolidated Financial Statements for more information regarding product warranty.
Other Loss Accruals and Valuation Allowances
The Company has numerous other loss exposures, such as customer claims, workers’ compensation
claims, litigation, and recoverability of assets. Establishing loss accruals or valuation allowances for these
matters requires the use of estimates and judgment in regard to the risk exposure and ultimate realization. We
estimate losses under the programs using consistent and appropriate methods; however, changes to our
assumptions could materially affect our recorded accrued liabilities for loss or asset valuation allowances.
Pension and Other Post Employment Defined Benefits
The Company provides post employment defined benefits to a number of its current and former
employees. Costs associated with post employment defined benefits include pension and post employment
health care expenses for employees, retirees and surviving spouses and dependents. The Company’s
employee defined benefit pension and post employment health care expenses are dependent on manage-
ment’s assumptions used by actuaries in calculating such amounts. These assumptions include discount
rates, health care cost trend rates, inflation, long-term return on plan assets, retirement rates, mortality rates
and other factors. Health care cost trend assumptions are developed based on historical cost data, the near-
term outlook, and an assessment of likely long-term trends. The inflation assumption is based on an
evaluation of external market indicators. Retirement and mortality rates are based primarily on actual plan
experience. The Company reviews its actuarial assumptions on an annual basis and makes modifications to
the assumptions based on current rates and trends when appropriate. The effects of the modifications are
recorded currently or amortized over future periods in accordance with GAAP.
The Company’s approach to establishing the discount rate is based upon the market yields of high-
quality corporate bonds, with appropriate consideration of each plan’s defined benefit payment terms and
duration of the liabilities. The discount rate assumption is typically rounded up or down to the nearest 25 basis
points for each plan. As a sensitivity measure for the Company’s pension plans, a decrease of 25 basis points
to the discount rate would increase the Company’s 2008 expense by approximately $0.8 million. As for the
Company’s other post employment benefit plans, a decrease of 25 basis points to the discount rate would
increase the Company’s 2008 expense by approximately $0.4 million.
The Company determines its expected return on plan asset assumptions by evaluating estimates of
future market returns and the plans’ asset allocation. The Company also considers the impact of active
management of the plans’ invested assets. The Company’s expected return on assets assumption reflects
the asset allocation of each plan. For sensitivity purposes, a 25 basis point decrease in the long-term return
on assets would increase the 2008 pension expense by approximately $1.3 million.
The Company determines its health care inflation rate for its other post employment benefit plans by
evaluating the circumstances surrounding the plan design, recent experience and health care economics.
For sensitivity purposes, a one percentage point increase in the assumed health care cost trend would
increase the Company’s projected benefit obligation by $27.4 million at December 31, 2007, and would
increase the 2008 expense by $2.2 million.
15
Based on the information provided by its independent actuaries and other relevant sources, the
Company believes that the assumptions used are reasonable; however, changes in these assumptions,
or experience different from that assumed, could impact the Company’s financial position, results of
operations, or cash flows.
See Note 11 to the Consolidated Financial Statements for more information regarding costs and
assumptions for employee retirement benefits.
Income Taxes
The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income
Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between financial statement carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The Company records a valuation allowance that primarily
represents foreign operating and other loss carryforwards for which utilization is uncertain. Management
judgment is required in determining the Company’s provision for income taxes, deferred tax assets and
liabilities and the valuation allowance recorded against the Company’s net deferred tax assets. In calculating
the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax
rate based upon the facts and circumstances known at each interim period. In determining the need for a
valuation allowance, the historical and projected financial performance of the operation recording the net
deferred tax asset is considered along with any other pertinent information. Since future financial results may
differ from previous estimates, periodic adjustments to the Company’s valuation allowance may be
necessary.
The Company is subject to income taxes in the U.S. and numerous non-U.S. jurisdictions. Significant
judgment is required in determining our worldwide provision for income taxes and recording the related
assets and liabilities. In the ordinary course of our business, there are many transactions and calculations
where the ultimate tax determination is less than certain. The Company is regularly under audit by the various
applicable tax authorities. Accruals for income tax contingencies are provided for in accordance with the
requirements of FASB interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of
FASB Statement No. 109. The Company’s federal and certain state income tax returns and certain
non-U.S. income tax returns are currently under various stages of audit by applicable tax authorities.
Although the outcome of tax audits is always uncertain, management believes that it has appropriate support
for the positions taken on its tax returns and that its annual tax provisions included amounts sufficient to pay
assessments, if any, which may be proposed by the taxing authorities. At December 31, 2007, the Company
has recorded a liability for its best estimate of the probable loss on certain of its tax positions, which is included
in other non-current liabilities. Nonetheless, 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.
See Note 4 to the Consolidated Financial Statements for more information regarding income taxes.
New Accounting Pronouncements
On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123
(Revised 2004), Share-Based Payment (“FAS 123R”), which required the Company to measure all employee
stock-based compensation awards using a fair value method and record the related expense in the financial
statements. The Company elected to use the modified prospective transition method, which requires that
compensation cost be recognized in the financial statements for all awards granted after the date of adoption
as well as for existing awards for which the requisite service has not been rendered as of the date of adoption
and requires that prior periods not be restated. All periods presented prior to January 1, 2006 were accounted
for in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (“APB No. 25”). Accordingly, no compensation cost was recognized for fixed stock options
prior to January 1, 2006 because the exercise price of the stock options exceeded or equaled the market
value of the Company’s common stock at the date of grant, which is the measurement date. See Note 12 to
the Consolidated Financial Statements for more information regarding the implementation of FAS 123R.
16
On December 31, 2006, the Company adopted Statement of Financial Accounting Standards No. 158,
Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of
FASB Statements No. 87, 88, 106, and 132(R) (“FAS 158”). FAS 158 requires an employer to recognize the
funded status of each defined benefit post employment plan on the balance sheet. The funded status of all
overfunded plans are aggregated and recognized as a non-current asset on the balance sheet. The funded
status of all underfunded plans are aggregated and recognized as a current liability, a non-current liability, or a
combination of both on the balance sheet. A current liability is the amount by which the actuarial present value
of benefits included in the benefit obligation payable in the next 12 months exceeds the fair value of plan
assets, and is determined on a plan-by-plan basis. FAS 158 also requires the measurement date of a plan’s
assets and its obligations to be the employer’s fiscal year-end date, for which the Company already complies.
Additionally, FAS 158 requires an employer to recognize changes in the funded status of a defined benefit
post employment plan in the year in which the change occurs. The incremental effect of applying FAS 158 to
the Company’s Consolidated Balance Sheet as of December 31, 2006 was to increase non-current deferred
tax assets by $88.8 million and retirement-related liabilities by $187.3 million and to decrease accumulated
other comprehensive income (loss) by $98.5 million. See Note 11 to the Consolidated Financial Statements
for more information regarding FAS 158.
In June 2006, the FASB issued interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109 (“FIN 48”). The interpretation prescribes a consistent recognition
threshold and measurement attribute, as well as clear criteria for subsequently recognizing, derecognizing
and measuring such tax positions for financial statement purposes. FIN 48 also requires expanded disclosure
with respect to the uncertainty in income taxes. The Company adopted the provisions of FIN 48 on January 1,
2007. As a result of the implementation of FIN 48, the Company recognized a $16.6 million reduction to its
January 1, 2007 retained earnings balance.
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. The adoption of FAS 157 is not expected to have a material
impact on the Company’s consolidated financial position, results of operations or cash flows.
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 adoption of FAS 159 is not expected to have a material impact on the
Company’s consolidated financial position, results of operations or cash flows.
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
impacts, if any, on its consolidated
March 31, 2009. The Company is currently assessing the potential
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
17
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.
QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
The Company’s primary market risks include fluctuations in interest rates and foreign currency exchange
rates. We are also affected by changes in the prices of commodities used or consumed in our manufacturing
operations. Some of our commodity purchase price risk is covered by supply agreements with customers
and suppliers. Other commodity purchase price risk is addressed by hedging strategies, which include
forward contracts. The Company enters into derivative instruments only with high credit quality counter-
parties and diversifies its positions across such counterparties in order to reduce its exposure to credit losses.
We do not engage in any derivative instruments for purposes other than hedging specific operating risks.
We have established policies and procedures to manage sensitivity to interest rate, foreign currency
exchange rate and commodity purchase price risk, which include monitoring the level of exposure to each
market risk.
Interest Rate Risk
Interest rate risk is the risk that we will incur economic losses due to adverse changes in interest rates.
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). At the end of 2007, the amount of net
debt with fixed interest rates was 56.4% of total debt, including the impact of the interest rate swaps. Our
earnings exposure related to adverse movements in interest rates is primarily derived from outstanding
floating rate debt instruments that are indexed to floating money market rates. A 10% increase or decrease in
the average cost of our variable rate debt would result in a change in pre-tax interest expense for 2007 of
approximately $1.8 million, and $2.1 million in 2006.
We also measure interest rate risk by estimating the net amount by which the fair value of all of our
interest rate sensitive assets and liabilities would be impacted by selected hypothetical changes in market
interest rates. Fair value is estimated using a discounted cash flow analysis. Assuming a hypothetical
instantaneous 10% change in interest rates as of December 31, 2007, the net fair value of these instruments
would increase by approximately $26 million if interest rates decreased and would decrease by approximately
$24 million if interest rates increased. Our interest rate sensitivity analysis assumes a constant shift in interest
rate yield curves. The model, therefore, does not reflect the potential impact of changes in the relationship
between short-term and long-term interest rates. Interest rate sensitivity at December 31, 2006, measured in
a similar manner, was slightly less than at December 31, 2007.
Foreign Currency Exchange Rate Risk
Foreign currency risk is the risk that we will incur economic losses due to adverse changes in foreign
currency exchange rates. Currently, our most significant currency exposures relate to the British Pound, the
Euro, the Hungarian Forint, the Japanese Yen, and the South Korean Won. We mitigate our foreign currency
exchange rate risk principally by establishing local production facilities and related supply chain participants in
the markets we serve, by invoicing customers in the same currency as the source of the products and by
funding some of our investments in foreign markets through local currency loans and cross currency swaps.
Such non-U.S. Dollar debt was $413.5 million as of December 31, 2007 and $473.4 million as of Decem-
ber 31, 2006. We also monitor our foreign currency exposure in each country and implement strategies to
respond to changing economic and political environments. In addition, the Company periodically enters into
forward currency contracts in order to reduce exposure to exchange rate risk related to transactions
denominated in currencies other than the functional currency. 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. Derivative contracts with negative value amounted to $(9.9) million, of which $(5.9) million matures in
less than one year.
18
Commodity Price Risk
Commodity price risk is the possibility that we will incur economic losses due to adverse changes in the
cost of raw materials used in the production of our products. Commodity forward and option contracts are
executed to offset our exposure to the potential change in prices mainly for various non-ferrous metals and
natural gas consumption used in the manufacturing of vehicle components. 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.
Disclosure Regarding Forward-Looking Statements
Statements contained in this 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 expectations, estimates and projections.
Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” or 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
the control of the Company, which 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: fluctu-
ations in domestic or foreign automotive production, the continued use of outside suppliers, fluctuations in
demand for vehicles containing BorgWarner products, general economic conditions, as well as other risks
detailed in the Company’s filings with the Securities and Exchange Commission, including the factors
identified under Item 1A, “Risk Factors,” in its most recently filed annual report on Form 10-K. The Company
does not undertake any obligation to update any forward-looking statement.
19
REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The information in this report is the responsibility of management. BorgWarner Inc. and Consolidated
Subsidiaries (the “Company”) has in place reporting guidelines and policies designed to ensure that the
statements and other information contained in this report present a fair and accurate financial picture of the
Company. In fulfilling this management responsibility, we make informed judgments and estimates con-
forming with accounting principles generally accepted in the United States of America.
The accompanying Consolidated Financial Statements have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm.
The management of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting.
The Company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles in the United States of America. The
internal control process includes those policies and procedures that:
(cid:129) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company;
(cid:129) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the Company are being made only in accordance with authorizations of
management and directors of the Company; and
(cid:129) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on the financial
statements.
Any system of internal control, no matter how well designed, has inherent limitations. Therefore, even
those systems determined to be effective may not prevent or detect misstatements and can provide only
reasonable assurance with respect to financial statement preparation and presentation. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2007. In making this assessment, the Company’s management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control — Integrated Framework.
Based on management’s assessment and those criteria, we believe that, as of December 31, 2007, the
Company’s internal control over financial reporting is effective.
Deloitte & Touche LLP, the Company’s independent registered public accounting firm, who audited the
Company’s financial statements included in this Annual Report, and has issued an attestation report
appearing in item 9a on the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2007.
The Company’s Audit Committee, composed entirely of directors of the Company who are not employees,
meets periodically with the Company’s management and independent registered public accounting firm to review
financial results and procedures, internal financial controls and internal and external audit plans and recom-
mendations. In carrying out these responsibilities, the Audit Committee and the independent registered public
accounting firm have unrestricted access to each other with or without the presence of management
representatives.
/s/ Timothy M. Manganello
Chairman and Chief Executive Officer
/s/ Robin J. Adams
Executive Vice President,
Chief Financial Officer & Chief Administrative Officer
February 14, 2008
20
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of BorgWarner Inc.:
Auburn Hills, Michigan
We have audited the accompanying consolidated balance sheets of BorgWarner Inc. and Consolidated
Subsidiaries (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements
of operations, cash flows and stockholders’ equity and comprehensive income (loss) for each of the three
years in the period ended December 31, 2007. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial
position of BorgWarner Inc. and Consolidated Subsidiaries as of December 31, 2007 and 2006, and the
results of their operations and their cash flows for each of the three years in the period ended December 31,
2007, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, the Company changed its methods of
accounting in 2007 for income taxes as a result of adopting FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, and in 2006 for employee stock-based compensation as a result of adopting
SFAS No. 123 (R), Share-Based Payment, and for defined benefit pension and other postretirement plans as
a result of adopting SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postre-
tirement Plans.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the Company’s internal control over financial reporting as of December 31, 2007,
based on the criteria established in Internal Control — Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report (not presented in this Annual Report
to Stockholders) dated February 14, 2008 expressed an unqualified opinion on the Company’s internal
control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
Detroit, Michigan
February 14, 2008
21
BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
millions of dollars, except share and per share amounts
For the Year Ended December 31,
2007
2006
2005
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,328.6
4,378.7
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4,585.4
3,735.5
$ 4,293.8
3,440.0
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . .
Restructuring expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (income) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in affiliates’ earnings, net of tax . . . . . . . . . . . . . . . . . . . . . .
Interest expense and finance charges . . . . . . . . . . . . . . . . . . . . . .
Earnings before income taxes and minority interest . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
949.9
531.9
—
(6.8)
424.8
(40.3)
34.7
430.4
113.9
28.0
849.9
498.1
84.7
(7.5)
274.6
(35.9)
40.2
270.3
32.4
26.3
853.8
495.9
—
34.8
323.1
(28.2)
37.1
314.2
55.1
19.5
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 288.5
$ 211.6
$ 239.6
Earnings per share — basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2.49
Earnings per share — diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2.45
$
$
1.84
1.83
$
$
2.11
2.09
Average shares outstanding (thousands):
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116,002
117,840
114,806
115,942
113,416
114,796
See Accompanying Notes to Consolidated Financial Statements.
22
BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
millions of dollars
December 31,
ASSETS
2007
2006
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 188.5
Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14.6
802.4
Receivables, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
447.6
Inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42.8
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84.4
Prepayments and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments and advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,580.3
1,609.1
255.1
1,168.2
345.8
$ 123.3
59.1
744.0
386.9
33.7
90.5
1,437.5
1,460.7
198.0
1,086.5
401.3
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,958.5
$4,584.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Notes payable and current portion of long-term debt. . . . . . . . . . . . . . . . . . . . . . $
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63.7
993.0
27.2
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current liabilities:
Retirement-related liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital stock:
Preferred stock, $0.01 par value; authorized shares: 5,000,000; none issued . .
Common stock, $0.01 par value; authorized shares: 150,000,000; issued
shares: 2007, 117,206,709 and 2006, 115,394,568; outstanding shares:
2007, 116,128,572 and 2006, 115,386,600 . . . . . . . . . . . . . . . . . . . . . . . . .
Non-voting common stock, $0.01 par value; authorized shares: 25,000,000;
none issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital in excess of par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss). . . . . . . . . . . . . . . . . . . . . . . . .
Common stock held in treasury, at cost: 1,078,137 shares in 2007 and
$ 151.7
843.4
39.7
1,034.8
569.4
660.9
281.4
942.3
162.1
1,083.9
572.6
500.4
362.6
863.0
117.9
—
—
1.2
0.6
—
943.4
1,295.9
127.1
—
871.1
1,064.1
(60.3)
7,968 shares in 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(46.5)
(0.1)
Total stockholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,321.1
1,875.4
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,958.5
$4,584.0
See Accompanying Notes to Consolidated Financial Statements.
23
BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
millions of dollars
For the Year Ended December 31,
2007
2006
2005
OPERATING
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 288.5
Adjustments to reconcile net earnings to net cash flows from operations:
Non-cash charges (credits) to operations:
$ 211.6
$ 239.6
Depreciation and tooling amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of intangible assets and other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring expense, net of cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sales of businesses, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock option compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in affiliates’ earnings, net of dividends received, minority interest and
other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings adjusted for non-cash charges (credits) to operations . . . . . . . . . .
Changes in assets and liabilities, net of effects of acquisitions and divestitures:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepayments and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INVESTING
Capital expenditures, including tooling outlays . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for businesses acquired, net of cash acquired . . . . . . . . . . . . . . . . . . . .
Net proceeds from asset disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
243.1
21.5
—
—
16.3
(29.9)
16.0
555.5
(6.2)
(34.7)
9.0
94.2
(15.1)
0.8
603.5
(293.9)
(138.8)
17.3
(13.0)
60.4
—
(368.0)
239.1
17.5
79.4
(3.6)
12.7
(46.4)
38.8
549.1
(57.4)
(32.7)
(25.2)
(8.1)
0.5
15.9
442.1
(268.3)
(63.7)
3.6
(41.5)
28.8
—
(341.1)
223.8
31.7
—
(6.3)
—
(32.4)
7.6
464.0
(79.6)
(30.1)
19.9
137.6
(61.7)
(53.6)
396.5
(292.5)
(477.2)
9.5
(52.3)
58.2
54.2
(700.1)
FINANCING
(92.6)
Net (decrease) increase in notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20.0
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions to long-term debt
(29.1)
Repayments of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(47.0)
Payment for purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46.3
Proceeds from stock options exercised, net of tax benefit
. . . . . . . . . . . . . . . . . . .
(39.4)
Dividends paid to BorgWarner stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(17.5)
Dividends paid to minority shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(159.3)
Net cash (used in) provided by financing activities . . . . . . . . . . . . . . . . . . . . . .
(11.0)
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65.2
Net increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123.3
Cash at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 188.5
(27.7)
289.1
(296.6)
—
27.1
(36.7)
(15.1)
(59.9)
(7.5)
33.6
89.7
$ 123.3
136.2
168.7
(160.2)
—
17.6
(31.8)
(8.2)
122.3
41.3
(140.0)
229.7
$ 89.7
SUPPLEMENTAL CASH FLOW INFORMATION
Net cash paid during the year for:
Interest
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 42.7
91.6
$ 45.0
83.8
$ 41.5
121.5
Non-cash financing transactions:
Stock performance plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10.0
0.3
Restricted common stock for non-employee directors . . . . . . . . . . . . . . . . . . .
—
Total debt assumed from business acquired . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3.0
0.5
—
$
2.6
0.9
30.0
See Accompanying Notes to Consolidated Financial Statements.
24
BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND
COMPREHENSIVE INCOME (LOSS)
Number of Shares
millions of dollars
Stockholders’ Equity
Issued
Common
Stock
Common
Stock in
Treasury
Issued
Common
Stock
Capital in
Excess of
par Value
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Comprehensive
Income (Loss)
Balance, January 1, 2005 . . . . . . . . . . . . . . . 112,722,334
—
Dividends declared . . . . . . . . . . . . . . . . . .
(7,968)
—
$0.6
—
$797.1
—
$ (0.1) $ 681.4
(31.8)
—
$ 55.2
—
Stock incentive plans . . . . . . . . . . . . . . . .
1,425,280
Executive stock plan . . . . . . . . . . . . . . . . .
Net issuance of restricted stock, less
97,138
amortization . . . . . . . . . . . . . . . . . . . .
32,198
Net earnings . . . . . . . . . . . . . . . . . . . . .
Defined benefit post employment plans . . . . .
Net unrealized gain (loss) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . .
Currency translation and hedge instruments
adjustments . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
28.1
2.6
(0.2)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
239.6
—
—
—
—
—
—
—
(30.3)
(0.3)
$239.6
(30.3)
(0.3)
(97.7)
(97.7)
Balance, December 31, 2005 . . . . . . . . . . . . . 114,276,950
(7,968)
$0.6
$827.6
$ (0.1) $ 889.2
$ (73.1)
$111.3
Dividends declared . . . . . . . . . . . . . . . . . .
Stock option expense . . . . . . . . . . . . . . . .
Stock incentive plans . . . . . . . . . . . . . . . .
Executive stock plan . . . . . . . . . . . . . . . . .
Net issuance of restricted stock, less
—
—
994,372
100,550
amortization . . . . . . . . . . . . . . . . . . . .
22,696
Net earnings . . . . . . . . . . . . . . . . . . . . .
FAS 158 incremental effect . . . . . . . . . . . . .
Defined benefit post employment plans . . . . .
Net unrealized gain (loss) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . .
Currency translation and hedge instruments
adjustments . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
12.7
27.1
3.0
0.7
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(36.7)
—
—
—
—
211.6
—
—
—
—
—
—
—
—
—
—
(98.5)
18.1
1.8
91.4
$211.6
18.1
1.8
91.4
Balance, December 31, 2006 . . . . . . . . . . . . . 115,394,568
(7,968)
$0.6
$871.1
$ (0.1) $1,064.1
$ (60.3)
$322.9
Dividends declared . . . . . . . . . . . . . . . . . .
Stock split . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
0.6
Stock option expense . . . . . . . . . . . . . . . .
Stock incentive plans . . . . . . . . . . . . . . . .
—
1,725,339
—
19,083
Executive stock plan . . . . . . . . . . . . . . . . .
78,170
Net issuance of restricted stock, less
amortization . . . . . . . . . . . . . . . . . . . .
8,632
—
—
Purchases of treasury stock . . . . . . . . . . . .
— (1,089,252)
FIN 48 adoption . . . . . . . . . . . . . . . . . . .
Net earnings . . . . . . . . . . . . . . . . . . . . .
Defined benefit post employment plans . . . . .
Net unrealized gain (loss) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . .
Currency translation and hedge instruments
adjustments . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
16.3
45.7
10.0
0.3
—
—
—
0.6
—
—
— (47.0)
—
—
—
—
—
—
—
—
—
—
(39.4)
(0.6)
—
(0.1)
—
—
—
(16.6)
288.5
—
—
—
—
—
—
—
—
—
—
—
70.6
(0.1)
116.9
Balance, December 31, 2007 . . . . . . . . . . . . . 117,206,709
(1,078,137)
$1.2
$943.4
$(46.5) $1,295.9
$127.1
$288.5
70.6
(0.1)
116.9
$475.9
See Accompanying Notes to Consolidated Financial Statements.
25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTION
BorgWarner Inc. and Consolidated Subsidiaries (the “Company”) is a leading global supplier of highly
engineered systems and components primarily for powertrain applications. These products are manufac-
tured and sold worldwide, primarily to original equipment manufacturers of passenger cars, sport-utility
vehicles, crossover vehicles, trucks, commercial transportation products and industrial equipment and to
certain Tier One vehicle systems suppliers. The Company’s products fall into two reporting segments: Engine
and Drivetrain.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following paragraphs briefly describe the Company’s significant accounting policies.
Use of estimates The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and assump-
tions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.
Concentrations of risk Cash is maintained with several financial institutions. Deposits held with banks
may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed
upon demand and are maintained with financial institutions of reputable credit and therefore bear minimal
risk.
The Company performs ongoing credit evaluations of its suppliers and customers and, with the
exception of certain financing transactions, does not require collateral from its customers. The Company’s
customers are primarily original equipment manufacturers of passenger cars, sport-utility vehicles, crossover
vehicles, trucks, commercial transportation products and industrial equipment.
Some automotive parts suppliers continue to experience commodity cost pressures and the effects of
industry overcapacity. These factors have increased pressure on the industry’s supply base, as suppliers
cope with higher commodity costs, lower production volumes and other challenges. The Company receives
certain of its raw materials from sole suppliers or a limited number of suppliers. The inability of a supplier to
fulfill supply requirements of the Company could materially affect future operating results.
Principles of consolidation The Consolidated Financial Statements include all majority-owned subsid-
iaries. All inter-company accounts and transactions have been eliminated in consolidation.
Revenue recognition The Company recognizes revenue when title and risk of loss pass to the customer,
which is usually upon shipment of product. Although the Company may enter into long-term supply
agreements with its major customers, each shipment of goods is treated as a separate sale and the price
is not fixed over the life of the agreements.
Cash Cash is valued at fair market value. It is the Company’s policy to classify all highly liquid investments
with original maturities of three months or less as cash.
Marketable securities Marketable securities are classified as available-for-sale. These investments are
stated at fair value with any unrealized holding gains or losses, net of tax, included as a component of
stockholders’ equity until realized.
See Note 5 to the Consolidated Financial Statements for more information on marketable securities.
Accounts receivable 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. The maximum size of the facility has been set at $50 million since fourth quarter 2003.
During the years ended December 31, 2007 and 2006, total cash proceeds from sales of accounts receivable
were $600 million. The Company paid servicing fees related to these receivables of $2.9 million, $2.7 million and
$1.8 million in 2007, 2006 and 2005, respectively. These amounts are recorded in interest expense and finance
26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
charges in the Consolidated Statements of Operations. At December 31, 2007 and 2006, the Company had sold
$50 million of receivables under a Receivables Transfer Agreement for face value without recourse.
Inventories Inventories are valued at the lower of cost or market. Cost of U.S. inventories is determined by
the last-in, first-out (“LIFO”) method, while the foreign operations use the first-in, first-out (“FIFO”) or average-
cost methods. Inventory held by U.S. operations was $135.9 million and $122.1 million at December 31,
2007 and 2006, respectively. Such inventories, if valued at current cost instead of LIFO, would have been
greater by $13.5 million in 2007 and $12.4 million in 2006.
See Note 6 to the Consolidated Financial Statements for more information on inventories.
Pre-production costs related to long-term supply arrangements Engineering, research and develop-
ment, and other design and development costs for products sold on long-term supply arrangements are
expensed as incurred unless the Company has a contractual guarantee for reimbursement from the
customer. Costs for molds, dies and other tools used to make products sold on long-term supply arrange-
ments for which the Company either has title to the assets or has the non-cancelable right to use the assets
during the term of the supply arrangement are capitalized in property, plant and equipment. Capitalized items
specifically designed for a supply arrangement are amortized to cost of sales over the shorter of the term of
the arrangement or over the estimated useful lives of the assets, typically 3 to 5 years. Carrying values of
assets capitalized according to the foregoing policy are reviewed for impairment when events and circum-
stances warrant such a review. Costs for molds, dies and other tools used to make products sold on long-
term supply arrangements for which the Company has a contractual guarantee for lump sum reimbursement
from the customer are capitalized in prepayments and other current assets.
Property, plant and equipment and depreciation Property, plant and equipment are valued at cost less
accumulated depreciation. Expenditures for maintenance, repairs and renewals of relatively minor items are
generally charged to expense as incurred. Renewals of significant items are capitalized. Depreciation is
computed generally on a straight-line basis over the estimated useful
lives for
buildings range from 15 to 40 years and useful lives for machinery and equipment range from 3 to 12 years.
For income tax purposes, accelerated methods of depreciation are generally used.
lives of the assets. Useful
See Note 6 to the Consolidated Financial Statements for more information on property, plant and
equipment and depreciation.
Impairment of long-lived assets The Company reviews the carrying value of its long-lived assets, whether
held for use or disposal, including other intangible assets, when events and circumstances warrant such a
review. This review is performed using estimates of future cash flows. If the carrying value of a long-lived asset
is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the
long-lived asset exceeds its fair value. Management believes that the estimates of future cash flows and fair
value assumptions are reasonable; however, changes in assumptions underlying these estimates could affect
the evaluations. Long-lived assets held for sale are recorded at the lower of their carrying amount or fair value
less cost to sell. Significant judgments and estimates used by management when evaluating long-lived
assets for impairment include: (i) an assessment as to whether an adverse event or circumstance has
triggered the need for an impairment review; and (ii) undiscounted future cash flows generated by the asset.
The Company recognized $56.4 million in impairment of long-lived assets in 2006 as part of the restructuring
expenses.
See Note 18 to the Consolidated Financial Statements for more information regarding the 2006
impairment of long-lived assets.
Goodwill and other intangible assets Under Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets, goodwill is no longer amortized; however, it must be tested for impairment at least
annually. In the fourth quarter of each year, or when events and circumstances warrant such a review, the
Company reviews the goodwill of all of its reporting units for impairment. The fair value of the Company’s
businesses used in the determination of goodwill impairment is computed using the expected present value of
associated future cash flows. This review requires the Company to make significant assumptions and estimates
27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
about the extent and timing of future cash flows, discount rates and growth rates. The cash flows are estimated
over a significant future period of time, which makes those estimates and assumptions subject to an even higher
degree of uncertainty. The Company also utilizes market valuation models and other financial ratios, which
require the Company to make certain assumptions and estimates regarding the applicability of those models to
its assets and businesses. The Company believes that the assumptions and estimates used to determine the
estimated fair values of each of its reporting units are reasonable. However, different assumptions could
materially affect the estimated fair value. The Company recognized a $0.2 million goodwill impairment in 2006
related to the Drivetrain segment as a result of the analysis it performed in December 2006.
See Note 7 to the Consolidated Financial Statements for more information on goodwill and other
intangibles.
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 claim settlements as well as product manufacturing and industry
developments and recoveries from third parties. Management actively studies trends of warranty claims and
takes action to improve product quality and minimize warranty claims. Management believes that the
warranty accrual
is appropriate; however, actual claims incurred could differ from the original estimates,
requiring adjustments to the accrual. The accrual is represented in both current and non-current liabilities on
the balance sheet.
See Note 8 to the Consolidated Financial Statements for more information on product warranties.
Other loss accruals and valuation allowances The Company has numerous other loss exposures, such
as customer claims, workers’ compensation claims, litigation, and recoverability of assets. Establishing loss
accruals or valuation allowances for these matters requires the use of estimates and judgment in regard to the
risk exposure and ultimate realization. The Company estimates losses under the programs using consistent
and appropriate methods; however, changes to its assumptions could materially affect its recorded accrued
liabilities for loss or asset valuation allowances.
Derivative financial
instruments The Company recognizes that certain normal business transactions
generate risk. Examples of risks include exposure to exchange rate risk related to transactions denominated
in currencies other than the functional currency, changes in cost of major raw materials and supplies, and
changes in interest rates. It is the objective and responsibility of the Company to assess the impact of these
transaction risks, and offer protection from selected risks through various methods including financial
derivatives. Virtually all derivative instruments held by the Company are designated as hedges, have high
correlation with the underlying exposure and are highly effective in offsetting underlying price movements.
Accordingly, gains and losses from changes in qualifying hedge fair values are matched with the underlying
transactions. All hedge instruments are carried at their fair value based on quoted market prices for contracts
with similar maturities. The Company does not engage in any derivative transactions for purposes other than
hedging specific risks.
See Note 10 to the Consolidated Financial Statements for more information on derivative financial
instruments.
Foreign currency The financial statements of foreign subsidiaries are translated to U.S. Dollars using the
period-end exchange rate for assets and liabilities and an average exchange rate for each period for revenues,
expenses, and capital expenditures. The local currency is the functional currency for substantially all the
Company’s foreign subsidiaries. Translation adjustments for foreign subsidiaries are recorded as a component
of accumulated other comprehensive income in stockholders’ equity. The Company recognizes transaction gains
and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other
than the functional currency in earnings as incurred, except for those transactions which hedge purchase
commitments and for those intercompany balances which are designated as long-term investments. Net income
28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
included foreign currency transaction gains of $4.4 million, $1.6 million and $1.3 million in 2007, 2006 and 2005,
respectively.
See Note 13 to the Consolidated Financial Statements for more information on other comprehensive
income (loss).
New Accounting Pronouncements On January 1, 2006, the Company adopted Statement of Financial
Accounting Standards No. 123 (Revised 2004), Share-Based Payment (“FAS 123R”), which required the
Company to measure all employee stock-based compensation awards using a fair value method and record
the related expense in the financial statements. The Company elected to use the modified prospective
transition method, which requires that compensation cost be recognized in the financial statements for all
awards granted after the date of adoption as well as for existing awards for which the requisite service has not
been rendered as of the date of adoption and requires that prior periods not be restated. All periods presented
prior to January 1, 2006 were accounted for in accordance with Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (“APB No. 25”). Accordingly, no compensation cost was
recognized for fixed stock options prior to January 1, 2006 because the exercise price of the stock options
exceeded or equaled the market value of the Company’s common stock at the date of grant, which is the
measurement date. See Note 12 to the Consolidated Financial Statements for more information regarding the
implementation of FAS 123R.
On December 31, 2006, the Company adopted Statement of Financial Accounting Standards No. 158,
Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of
FASB Statements No. 87, 88, 106, and 132(R) (“FAS 158”). FAS 158 requires an employer to recognize the
funded status of each defined benefit post employment plan on the balance sheet. The funded status of all
overfunded plans are aggregated and recognized as a non-current asset on the balance sheet. The funded
status of all underfunded plans are aggregated and recognized as a current liability, a non-current liability, or a
combination of both on the balance sheet. A current liability is the amount by which the actuarial present value
of benefits included in the benefit obligation payable in the next 12 months exceeds the fair value of plan
assets, and is determined on a plan-by-plan basis. FAS 158 also requires the measurement date of a plan’s
assets and its obligations to be the employer’s fiscal year-end date, for which the Company already complies.
Additionally, FAS 158 requires an employer to recognize changes in the funded status of a defined benefit
post employment plan in the year in which the change occurs. The incremental effect of applying FAS 158 to
the Company’s Consolidated Balance Sheet as of December 31, 2006 was to increase non-current deferred
tax assets by $88.8 million and retirement-related liabilities by $187.3 million and to decrease accumulated
other comprehensive income (loss) by $98.5 million. See Note 11 to the Consolidated Financial Statements
for more information regarding FAS 158.
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 prescribes a consistent recognition threshold
and measurement attribute, as well as clear criteria for subsequently recognizing, derecognizing and
measuring such tax positions for financial statement purposes. FIN 48 also requires expanded disclosure
with respect to the uncertainty in income taxes. The Company adopted the provisions of FIN 48 on January 1,
2007. As a result of the implementation of FIN 48, the Company recognized a $16.6 million reduction to its
January 1, 2007 retained earnings balance.
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. The adoption of FAS 157 is not expected to have a material
impact on the Company’s consolidated financial position, results of operations or cash flows.
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
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 adoption of FAS 159 is not expected to have a material impact on the Company’s
consolidated financial position, results of operations or cash flows.
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, Non-
controlling 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.
NOTE 2 RESEARCH AND DEVELOPMENT COSTS
The following table presents the Company’s gross and net expenditures on research and development
(“R&D”) activities:
millions of dollars
Year Ended December 31,
2007
2006
2005
Gross R&D expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $246.7
(35.9)
Customer reimbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$219.5
(31.8)
$194.3
(33.3)
Net R&D expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $210.8
$187.7
$161.0
The Company’s net R&D expenditures are included in the selling, general, and administrative expenses
of the 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 years presented.
NOTE 3 OTHER (INCOME) EXPENSE
Items included in other (income) expense consist of:
millions of dollars
Year Ended December 31,
2007
2006
2005
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(6.7)
—
Net gain on sale of businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.6
Net loss (gain) on asset disposals . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Crystal Springs related settlement (Note 14)
. . . . . . . . . . . . . . . . . . .
(0.7)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(3.2)
(4.8)
1.0
—
(0.5)
$ (4.2)
(4.7)
(1.4)
45.5
(0.4)
Total other (income) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(6.8)
$(7.5)
$34.8
30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 4 INCOME TAXES
Earnings before income taxes and the provision for income taxes are presented in the following table.
millions of dollars
Year Ended December 31,
U.S.
2007
Non-U.S.
Total
U.S.
2006
Non-U.S.
Total
U.S.
2005
Non-U.S.
Total
Earnings before
taxes . . . . . . . . . . . $ 48.4
$382.0
$430.4
$ (27.2) $297.5
$270.3
$ 46.8
$267.4
$314.2
Provision for income
taxes:
Current:
Federal/foreign . .
State . . . . . . . . .
Total current . . . . . .
Deferred . . . . . . . . .
36.6
1.0
37.6
(10.0)
106.2
—
106.2
(19.9)
142.8
1.0
143.8
(29.9)
(11.1)
2.2
(8.9)
(27.4)
87.7
—
87.7
(19.0)
76.6
2.2
78.8
(46.4)
(10.0)
2.9
(7.1)
(17.9)
94.6
—
94.6
(14.5)
84.6
2.9
87.5
(32.4)
Total provision for
income taxes . . . . . $ 27.6
$ 86.3
$113.9
$ (36.3) $ 68.7
$ 32.4
$(25.0) $ 80.1
$ 55.1
Effective tax rate. . . . .
57.0% 22.6% 26.5% (133.5)% 23.1% 12.0% (53.4)% 30.0% 17.5%
The provision for income taxes resulted in an effective tax rate for 2007 of 26.5% compared with rates of
12.0% in 2006 and 17.5% in 2005. The effective tax rate of 26.5% for 2007 differs from the U.S. statutory rate
primarily due to: 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. If the effects of the tax accrual changes, the other miscellaneous
dispositions, the adjustments to tax accounts and the changes in tax laws are not taken into account, the
Company’s effective tax rate associated with its on-going business operations was 27.1%. This rate was
higher than the 2006 tax rate for on-going operations of 26.0% primarily due to changes in the mix of global
pre-tax income and changes in tax rates among taxing jurisdictions.
The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes (“FIN 48”), on January 1, 2007. This interpretation clarifies what criteria must be met prior to
recognition of the financial statement benefit, in accordance with FASB Statement No. 109, Accounting for
Income Taxes, of a position taken in a tax return. As a result of the implementation of FIN 48, the Company
recognized a $16.6 million increase in the liability for unrecognized tax benefits, which was accounted for as a
reduction to the January 1, 2007 balance of retained earnings. At January 1, 2007, the balance of gross
unrecognized tax benefits was $50.5 million. Included in the balance at January 1, 2007 are $43.1 million of
tax positions that are permanent in nature and, if recognized, would reduce the effective tax rate. However,
the Company’s federal, certain state and 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 from the amounts accrued for each year. As noted below, the Company is
currently under an Internal Revenue Service (“IRS”) examination for the years 2002-2004.
In the fourth quarter of 2007, the IRS issued Form 870 for the agreed upon assessments related to the
Company’s U.S. income tax returns for the years 2002 through 2004 in which the IRS proposed certain
adjustments to the Company’s income tax positions. Based on the issuance of this document, the Company
updated its analysis of various uncertain income tax positions identified at January 1, 2007.
Following is a reconciliation of the Company’s total gross unrecognized tax benefits for the year-to-date
period ended December 31, 2007. Of the total $71.7 million of unrecognized tax benefits, approximately
$62.5 million of this total represents the amount that, if recognized, would affect the Company’s effective income
tax rate in future periods. This amount differs from the gross unrecognized tax benefits presented in the table due
31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
to the decrease in the U.S. federal income taxes which would occur upon recognition of the state tax benefits
included therein.
millions of dollars
Balance, January 1, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50.5
1.2
Additions based on tax positions related to current year . . . . . . . . . . . . . . . . . . . . . . . .
20.0
Additions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Reductions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Lapses in statutes of limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $71.7
In the first quarter of 2008, the Company made a $6.6 million cash payment to the IRS to resolve agreed
upon issues of the ongoing IRS examination of the Company’s 2002-2004 tax years. There was no reduction
in the unrecognized tax benefits balance since the liability existed at December 31, 2007 and the audit is not
effectively settled. The Company also intends to initiate an appeal in 2008 on disputed issues, which is not
expected to be resolved by December 31, 2008. In first quarter 2008, there will be a reduction of approx-
imately $6.7 million of unrecognized tax benefits due to the settlement of the agreed upon issues primarily
related to the Extraterritorial Income Exclusion for the 2002-2004 tax years. Other possible changes in the
unrecognized tax benefits balance related to other examinations cannot be reasonably estimated within the
next 12 months.
The Company recognizes interest and penalties related to unrecognized tax benefits in income tax
expense. The Company had $5.3 million accrued at January 1, 2007 for the payment of any such interest and
penalties. The Company had approximately $9.7 million for the payment of interest and penalties accrued at
December 31, 2007.
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2001 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 taxpayers in each major tax jurisdiction.
32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The analysis of the variance of
income taxes as reported from income taxes computed at the
U.S. statutory rate for consolidated operations is as follows:
millions of dollars
2007
2006
2005
Income taxes at U.S. statutory rate of 35% . . . . . . . . . . . . . . . . . $150.6
Increases (decreases) resulting from:
$ 94.6
$110.0
Income from non-U.S. sources including withholding taxes . . . .
State taxes, net of federal benefit . . . . . . . . . . . . . . . . . . . . . . .
Business tax credits, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Affiliates’ earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrual adjustment and settlement of prior year tax matters . . .
Changes in tax laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Medicare prescription drug benefit . . . . . . . . . . . . . . . . . . . . . .
Capital loss limitation, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-temporary differences and other . . . . . . . . . . . . . . . . . . . .
(12.3)
(0.6)
(8.6)
(13.1)
24.6
(24.2)
(2.1)
—
—
(0.4)
(8.8)
(1.5)
(1.0)
(11.3)
(22.9)
(10.4)
(3.8)
5.7
(5.0)
(3.2)
(11.0)
1.7
(4.2)
(9.6)
(26.7)
—
(2.6)
(3.5)
—
1.0
Provision for income taxes as reported . . . . . . . . . . . . . . . . . . . . . $113.9
$ 32.4
$ 55.1
33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In July 2007, the government of the United Kingdom enacted a statutory income tax rate reduction from
30% to 28%, effective April 1, 2008. In August 2007, the government of Germany enacted a federal statutory
income tax rate reduction from 38% to 28%, effective January 1, 2008.
Following are the gross components of deferred tax assets and liabilities as of December 31, 2007 and
2006:
millions of dollars
Current deferred tax assets:
2007
2006
Foreign tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $
Employee related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Litigation & environmental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15.5
5.6
2.8
1.2
0.6
4.5
0.9
11.0
2.0
16.5
2.8
3.3
3.8
2.9
(0.4)
1.0
2.3
Total current deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 42.1
Current deferred tax liabilities:
Employee related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1.4)
(1.9)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (3.3)
Non-current deferred tax assets:
Pension and other post employment benefits . . . . . . . . . . . . . . . . . . . . . $ 102.8
68.0
Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16.2
Employee related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.5
Litigation and environmental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.9
Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25.0
Foreign tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.7
Research and development credits . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19.4
Capital loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.0
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.0
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total non-current deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 263.5
Non-current deferred tax liabilities:
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(127.5)
(80.8)
Goodwill & intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1.5)
Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5.0)
Lease obligation — production equipment . . . . . . . . . . . . . . . . . . . . . . .
(1.7)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total non-current deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . $(216.5)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 85.8
(24.0)
Valuation allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 34.2
$ —
(0.9)
$ (0.9)
$ 108.9
121.4
9.3
3.4
8.3
23.6
14.6
10.9
10.0
1.0
$ 311.4
$(171.6)
(39.5)
(3.5)
(6.0)
(4.9)
$(225.5)
$ 119.2
(17.0)
Net deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 61.8
$ 102.2
34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The deferred tax assets and liabilities recognized in the Company’s Consolidated Balance Sheets are as
follows:
millions of dollars
2007
2006
Deferred income taxes — current assets . . . . . . . . . . . . . . . . . . . . . . . . . . $ 42.8
(3.3)
Deferred income taxes — current liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
124.4
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(102.1)
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 33.7
(0.4)
176.9
(108.0)
Net deferred tax asset (current and non-current)
. . . . . . . . . . . . . . . . . . $ 61.8
$ 102.2
The deferred income taxes — current assets are primarily comprised of amounts from the U.S., France,
India, Japan, Mexico and the U.K. The deferred income taxes — current liabilities are primarily comprised of
amounts from Germany. The other non-current assets are primarily comprised of amounts from the U.S. and
Korea. The other non-current liabilities are primarily comprised of amounts from Germany, Hungary, Italy,
Monaco and the U.K.
The Company has a U.S. capital loss carryforward of $52.4 million, which will expire in 2010, 2011 and
2012. A valuation allowance of $16.8 million has been recorded for the tax effect of some of this loss
carryforward.
The foreign tax credits of $25.0 million will expire beginning in 2012 through 2016. The R&D tax credits of
$5.7 million will expire beginning in 2023 through 2027. The Company also has deferred tax assets for
minimum tax credits of $1.1 million, which can be carried forward indefinitely.
At December 31, 2007, certain non-U.S. subsidiaries have net operating loss carryforwards totaling
$41.7 million that are available to offset future taxable income. Carryforwards of $20.2 million expire at various
dates from 2009 through 2016 and the balance has no expiration date. A valuation allowance of $7.2 million
has been recorded for the tax effect on $21.6 million of the loss carryforwards. Any benefit resulting from the
utilization of $5.6 million of the operating loss carryforwards will be applied to reduce goodwill related to the
BERU acquisition.
No deferred income taxes have been provided on the excess of the amount for financial reporting over
the tax basis of investments in foreign subsidiaries or foreign equity affiliates totaling $1,064.5 million in 2007,
as these amounts are essentially permanent in nature. The excess amount will become taxable upon
repatriation of assets, sale, or liquidation of the investment. It is not practicable to determine the unrecognized
deferred tax liability on the excess amount because the actual tax liability on the excess amount, if any, is
dependent on circumstances existing when remittance occurs.
NOTE 5 MARKETABLE SECURITIES
As of December 31, 2007 and 2006, the Company had $14.6 million and $59.1 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 December 31,
2007 and 2006, $7.3 million and $45.5 million of the contractual maturities are within one to five years and
$7.3 million and $13.6 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. Gross
proceeds from sales of marketable securities were $37.0 million and $29.4 million in 2007 and 2006,
respectively. Net realized losses of $0.1 million and net realized gains of $0.6 million, based on specific
identification of securities sold, have been reported in other income for the years ended December 31, 2007
and 2006, respectively.
35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 6 BALANCE SHEET INFORMATION
Detailed balance sheet data are as follows:
millions of dollars
December 31,
Receivables:
2007
2006
Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 721.9
85.7
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 666.0
85.8
Gross receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bad debt allowance (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
807.6
(5.2)
751.8
(7.8)
Net receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 802.4
$ 744.0
Inventories:
Raw material and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 246.7
99.8
Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114.6
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 207.4
100.0
91.9
FIFO inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LIFO reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
461.1
(13.5)
399.3
(12.4)
Net inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 447.6
$ 386.9
Other current assets:
Product liability insurance receivable . . . . . . . . . . . . . . . . . . . . . . . . . $
Prepaid tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
20.1
2.2
1.4
60.7
84.4
$
$
23.3
14.5
1.4
51.3
90.5
Property, plant and equipment:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46.3
558.6
1,806.1
1.1
143.4
Total property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tooling, net of amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,555.5
(1,037.9)
1,517.6
91.5
$
43.6
508.7
1,687.8
1.1
112.8
2,354.0
(988.4)
1,365.6
95.1
Property, plant & equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,609.1
$1,460.7
Investments and advances:
Investment in equity affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 211.3
43.8
Other investments and advances . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 178.9
19.1
Total investments and advances . . . . . . . . . . . . . . . . . . . . . . . . . . $ 255.1
$ 198.0
36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
millions of dollars
December 31,
Other non-current assets:
2007
2006
Deferred pension assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Product liability insurance receivable . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28.8
19.5
124.4
139.4
33.7
$
60.4
16.6
176.9
120.4
27.0
Total other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 345.8
$ 401.3
Accounts payable and accrued expenses:
Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 626.3
148.8
Payroll and related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.7
Environmental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20.1
Product liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34.7
Product warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.9
Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27.0
Customer related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.3
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.9
Dividends payable to minority shareholders . . . . . . . . . . . . . . . . . . . .
38.0
Retirement related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.3
Current deferred income taxes, net . . . . . . . . . . . . . . . . . . . . . . . . . .
54.0
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 534.7
113.2
11.2
23.3
34.6
10.7
12.9
11.7
10.9
38.5
0.4
41.3
Total accounts payable and accrued expenses . . . . . . . . . . . . . . . $ 993.0
$ 843.4
Other non-current liabilities:
Environmental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Product warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Product liability accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Self-insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease residual value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cross currency swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.8
35.4
102.1
19.5
7.0
6.0
7.6
33.7
23.6
119.9
$
8.8
25.4
108.0
16.6
8.7
6.0
8.5
5.5
21.2
72.7
Total other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . $ 362.6
$ 281.4
(a) Bad debt allowance:
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(7.8)
—
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.3
Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.0
Write-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.7)
Currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(8.3)
(0.1)
(0.8)
2.0
(0.6)
$(10.9)
(3.0)
(2.4)
6.8
1.2
Ending balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(5.2)
$(7.8)
$ (8.3)
2007
2006
2005
37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Interest costs capitalized during 2007 and 2006 were $9.6 million and $8.5 million, respectively. As of
December 31, 2007 and December 31, 2006, accounts payable of $45.8 million and $36.0 million,
respectively, were related to property, plant and equipment purchases. As of December 31, 2007 and
December 31, 2006, specific assets of $16.5 million and $21.3 million, respectively, were pledged as
collateral under certain of the Company’s long-term debt agreements.
NSK-Warner
The Company has a 50% interest in NSK-Warner, a joint venture based in Japan that manufactures
automatic transmission components. The Company’s share of the earnings or losses reported by NSK-
Warner is accounted for using the equity method of accounting. NSK-Warner has a fiscal year-end of
March 31. The Company’s equity in the earnings of NSK-Warner consists of the 12 months ended November
30 so as to reflect earnings on as current a basis as is reasonably feasible. NSK-Warner is the joint venture
partner with a 40% interest in the Drivetrain Group’s South Korean subsidiary, BorgWarner Transmission
Systems Korea Inc. Dividends received from NSK-Warner were $15.7 million, $41.1 million and $12.7 million
in 2007, 2006 and 2005, respectively.
Following are summarized financial data for NSK-Warner, translated using the ending or periodic rates as
of and for the years ended November 30, 2007, 2006 and 2005 (unaudited):
millions of dollars
Balance sheets:
2007
2006
2005
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $304.6
164.3
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
148.8
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22.9
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statements of operations:
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $552.1
122.7
Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69.4
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$256.8
136.8
128.6
19.7
$535.4
111.6
54.7
$236.7
168.7
120.8
18.4
$471.8
94.5
55.6
The equity of NSK-Warner as of November 30, 2007 was $297.1 million, there was no debt and their
cash and securities were $111.2 million.
Purchases from NSK-Warner for the years ended December 31, 2007, 2006 and 2005 were $24.2 mil-
lion, $23.0 million and $25.4 million, respectively.
Investment in Business Held for Sale
On March 11, 2005, the Company completed the sale of its holdings in AGK for $57.0 million to Turbo
Group GmbH. BorgWarner Europe Inc. acquired the stake in AGK, a turbomachinery company, from Penske
Corporation in 1997. Since that time, AGK was treated as an unconsolidated subsidiary of the Company and
recorded in “Investment in business held for sale” in the Consolidated Balance Sheets. The investment was
carried on a cost basis, with dividends received from AGK applied against the carrying value of the asset. The
proceeds, net of closing costs, were approximately $54.2 million, resulting in a pre-tax gain of approximately
$10.1 million on the sale. In 2006, the Company recognized an additional $4.8 million as a gain from this
previous divestiture.
38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 7 GOODWILL AND OTHER INTANGIBLES
The changes in the carrying amount of goodwill for the twelve months ended December 31, 2005, 2006
and 2007 are as follows:
millions of dollars
Balance at January 1, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 860.8
204.7
BERU acquisition — 69.4% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(35.7)
Translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,029.8
(0.2)
Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.9
ETEC acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35.0
Translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,086.5
48.7
BERU acquisition — 12.8% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33.0
Translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,168.2
The Company’s other intangible assets, primarily from acquisitions, are valued based on independent
appraisals and consist of the following:
millions of dollars
Amortized intangible assets
December 31, 2007
December 31, 2006
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Patented technology . . . . . . . . . . . . $ 13.8
6.5
Unpatented technology . . . . . . . . . .
100.8
Customer relationships . . . . . . . . . .
45.6
Distribution network . . . . . . . . . . . .
14.7
Miscellaneous . . . . . . . . . . . . . . . . .
Total amortized intangible assets. . . . .
Unamortized trade names . . . . . .
181.4
20.4
$ 2.9
1.5
22.9
23.2
11.9
62.4
—
$ 10.9
5.0
77.9
22.4
2.8
119.0
20.4
$ 10.5
5.7
80.0
34.8
14.7
145.7
15.6
$ 1.8
0.7
12.6
13.9
11.9
40.9
—
Net
Carrying
Amount
$ 8.7
5.0
67.4
20.9
2.8
104.8
15.6
Total intangible assets . . . . . . . . . . . . $201.8
$62.4
$139.4
$161.3
$40.9
$120.4
Amortization of other intangible assets was $21.5 million, $17.5 million and $31.7 million in 2007, 2006
and 2005, respectively. The amortization totals include non-recurring charges directly attributable to acqui-
sitions, as described in Note 19. The estimated useful lives of the Company’s amortized intangible assets
range from 4 to 12 years. The Company utilizes the straight line method of amortization, recognized over the
estimated useful lives of the assets. The estimated future annual amortization expense, primarily for acquired
intangible assets, is as follows: $21.2 million in 2008, $20.8 million in 2009, $13.2 million in 2010, $13.2 million
in 2011 and $13.0 million in 2012.
39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A roll-forward of the gross carrying amounts for the years ended December 31, 2007 and 2006 is
presented below:
millions of dollars
2007
2006
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $161.3
25.0
15.5
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$124.9
22.8
13.6
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $201.8
$161.3
A roll-forward of accumulated amortization for the years ended December 31, 2007 and 2006 is
presented below:
millions of dollars
2007
2006
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $40.9
19.4
(2.1)
4.2
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-recurring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$25.2
17.5
(3.5)
1.7
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $62.4
$40.9
NOTE 8 PRODUCT WARRANTY
The changes in the carrying amount of the Company’s total product warranty liability for the years ended
December 31, 2007 and 2006 were as follows:
millions of dollars
2007
2006
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 60.0
—
60.7
(54.9)
4.3
Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 44.0
0.1
36.8
(26.4)
5.5
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 70.1
$ 60.0
Contained within the 2007 provision is approximately $14 million for a warranty-related issue surround-
ing a product, built during a 15-month period in 2004 and 2005, that is no longer in production.
The product warranty liability is classified in the consolidated balance sheets as follows:
millions of dollars
2007
2006
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . $34.7
35.4
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$34.6
25.4
Total product warranty liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $70.1
$60.0
40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 9 NOTES PAYABLE AND LONG-TERM DEBT
Following is a summary of notes payable and long-term debt. The weighted average interest rate on all
borrowings outstanding as of December 31, 2007 and 2006 was 5.4% and 4.9%, respectively.
millions of dollars
December 31,
2007
2006
Current
Long-Term
Current
Long-Term
Bank borrowings and other . . . . . . . . . . . . . . . . . . . $30.0
Term loans due through 2013 (at an average rate of
4.0% in 2007 and 3.0% in 2006) . . . . . . . . . . . . .
33.7
$ 6.0
$131.8
$ 5.9
18.8
19.9
23.1
5.75% Senior Notes due 11/01/16, net of
unamortized discount(a)
. . . . . . . . . . . . . . . . . . .
6.50% Senior Notes due 02/15/09, net of
unamortized discount(a)
. . . . . . . . . . . . . . . . . . .
8.00% Senior Notes due 10/01/19, net of
unamortized discount(a)
. . . . . . . . . . . . . . . . . . .
7.125% Senior Notes due 02/15/29, net of
unamortized discount . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
Carrying amount of notes payable and long-term
debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impact of derivatives on debt . . . . . . . . . . . . . . . . .
63.7
—
149.1
136.5
133.9
119.2
563.5
9.1
—
—
—
—
151.7
—
149.0
136.4
133.9
119.2
567.5
1.9
Total notes payable and long-term debt
. . . . . . . . . $63.7
$572.6
$151.7
$569.4
(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 December 31, 2007 and December 31, 2006. The
weighted average effective interest rates for these borrowings, including the effects of outstanding swaps
as noted in Note 10, were 5.0% and 4.5% as of December 31, 2007 and 2006, respectively.
Annual principal payments required as of December 31, 2007 are as follows (in millions of dollars):
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 63.7
149.5
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.5
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.9
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.8
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
415.5
After 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $638.9
(2.6)
Less: Unamortized Discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $636.3
The Company has a multi-currency revolving credit facility, which provides for borrowings up to $600 million
through July 2009. At December 31, 2007 and December 31, 2006 there were no outstanding borrowings
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 December 31, 2007 and
expects to be compliant in future periods. At December 31, 2007 and 2006, the Company had outstanding
letters of credit of $22.0 million and $27.0 million, respectively. The letters of credit typically act as a guarantee of
payment to certain third parties in accordance with specified terms and conditions.
41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of December 31, 2007 and 2006, the estimated fair values of the Company’s senior unsecured notes
totaled $572.4 million and $572.7 million, respectively. The estimated fair values were $33.7 million higher in
2007 and $34.2 million higher in 2006 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 year-end. The fair value estimates do not necessarily reflect the values the
Company could realize in the current markets.
NOTE 10 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 approx-
imates 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 credit rating of “A(cid:2)” 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 December 31, 2007 follows (currency in millions):
Hedge Type
Notional
Amount
Maturity (a)
Interest rate swaps
Fixed to floating . . . . . . . . . . . . . . . . . . . . . . Fair value
Fixed to floating . . . . . . . . . . . . . . . . . . . . . . Fair value
Fixed to floating . . . . . . . . . . . . . . . . . . . . . . Fair value
Cross currency swap
Floating $ to floating c. . . . . . . . . . . . . . . . . . Net Investment
Floating $ to floating ¥. . . . . . . . . . . . . . . . . . Net Investment
Floating $ to floating c. . . . . . . . . . . . . . . . . . Net Investment
$100
$150
$ 75
$100
$150
$ 75
February 15, 2009
November 1, 2016
October 1, 2019
February 15, 2009
November 1, 2016
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 interest rate and cross currency swaps is assessed at the inception of the hedging
relationship. If specified criteria for the assumption of effectiveness are not met at hedge inception, effec-
tiveness is assessed quarterly. Ineffectiveness is measured quarterly and results are recognized in earnings.
The interest rate swaps that are fair value hedges were determined to be exempt from ongoing tests of
their effectiveness as hedges at the time of the hedge inception. This determination was made based upon
the fact that the swaps matched the underlying debt terms for the following factors: notional amount, fixed
interest rate, interest settlement dates, and maturity date. Additionally, the fair value of the swap was zero at
the time of inception, the variable rate is based on a benchmark, with no floor or ceiling, and the interest
bearing liability is not pre-payable at a price other than its fair value.
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 and a corresponding increase in long-term debt of $9.1 million. As of
December 31, 2006, the fair values of the fixed to floating interest rate swaps were recorded as a non-current
asset of $1.9 million and a corresponding increase in long-term debt of $1.9 million. No hedge ineffectiveness
was recognized in relation to fixed to floating swaps. Fair values are based on quoted market prices for
contracts with similar maturities.
42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of December 31, 2007, the fair values of the cross currency swaps were recorded as a non-current
liability of $33.7 million. As of December 31, 2006, the fair values of the cross currency swaps were recorded
as a non-current asset of $1.7 million and a non-current liability of $5.5 million. Hedge ineffectiveness of
$1.6 million was recognized as of December 31, 2007 in relation to cross currency swaps. Fair values are
based on quoted market prices for contracts with similar maturities.
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 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. 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, 2006, the Company had forward and option
commodity contracts with a total notional value of $19.1 million. The fair market values of the forward
contracts were negative ($2.0) million, of which $(1.9) million in losses mature in less than one year. Gains and
losses not qualifying for deferral associated with these contracts for December 31, 2007 were $(0.1) million.
At December 31, 2006, 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 2009. 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 December 31, 2007,
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. 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. Derivative contracts
with negative value amounted to $(9.9) million, of which $(5.9) million matures in less than one year. As of
December 31, 2006, the Company was holding foreign exchange derivatives with a positive market value of
$5.1 million, of which $4.5 million matures in less than one year. Derivatives contracts with negative value
amounted to $(0.1) million, all maturing in less than one year. As of December 31, 2007, there were no gains or
losses which did not qualify for deferral. As of December 31, 2006, gains not qualifying for deferral amounted
to $0.7 million.
NOTE 11 RETIREMENT BENEFIT PLANS
The Company sponsors various defined contribution savings plans primarily in the U.S. that allow
employees to contribute a portion of their pre-tax and/or after-tax income in accordance with plan specified
guidelines. Under specified conditions, the Company will make contributions to the plans and/or match a
percentage of the employee contributions up to certain limits. Total expense related to the defined contri-
bution plans was $23.7 million in 2007 and 2006 and $23.1 million in 2005.
The Company has a number of defined benefit pension plans and other post employment benefit plans
covering eligible salaried and hourly employees and their dependents. The defined pension benefits provided
are primarily based on (i) years of service and (ii) average compensation or a monthly retirement benefit amount.
43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company provides defined benefit pension plans in the U.S., U.K., Germany, Japan, South Korea, Italy,
France and Mexico. The other post employment benefit plans, which provide medical and life insurance
benefits, are unfunded plans. The pension and other post employment benefit plans in the U.S. have been
closed to new employees since 1995. The measurement date for all plans is December 31.
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 Supple-
mental 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.
Effective April 1, 2006, a subsidiary of the Company, BorgWarner Diversified Transmission Products Inc.
(“DTP”), changed its retiree medical benefits program to provide certain participating retirees with continued
access to group health coverage while reducing its subsidy of the program. DTP has filed a declaratory
judgment action to affirm its right to adjust the benefit. Litigation over the right to adjust retiree benefits is
commonplace. DTP believes it is within its right to adjust the benefit under the plans, and that it will be
successful in the declaratory judgment action, although there can be no guarantee of success in any litigation.
This plan change (negative amendment) is being amortized over the average remaining service life to
retirement eligibility of active plan participants.
During fourth quarter 2006, the Company evaluated the competitiveness of its North American facilities,
as well as its long-term capacity needs. As a result, the Company will be closing the drivetrain plant in Muncie,
Indiana and has adjusted the carrying values of other assets, primarily related to its four-wheel drive transfer
case product line. One of the impacts of this fourth quarter restructuring was the Company’s recognition of a
$6.8 million pension curtailment expense. See Note 18 for further details on the Company’s 2006 restruc-
turing activities.
The following table summarizes the expenses for the Company’s defined contribution and defined
benefit pension plans and the other post employment defined benefit plans.
millions of dollars
2007
2006
2005
Defined contribution expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $23.7
45.5
Defined benefit pension expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3.5)
Other post employment benefit expense . . . . . . . . . . . . . . . . . . . . . .
$23.7
24.1
47.2
$23.1
17.6
48.8
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $65.7
$95.0
$89.5
44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following provides a reconciliation of the plans’ benefit obligations, plan assets, funded status and
recognition in the Consolidated Balance Sheets.
millions of dollars
US
Non-US
US
Non-US
2007
2006
Pension Benefits
2007
2006
Other Post
Employment Benefits
Change in projected benefit obligation:
Projected benefit obligation at beginning
of year . . . . . . . . . . . . . . . . . . . . . . . . $305.1
2.0
18.2
—
—
37.1
(11.1)
—
—
(24.4)
Service cost. . . . . . . . . . . . . . . . . . . . . .
Interest cost. . . . . . . . . . . . . . . . . . . . . .
Plan participants’ contributions . . . . . . . .
Plan amendments . . . . . . . . . . . . . . . . .
Curtailment/settlement (gain) loss . . . . . .
Actuarial (gain) loss . . . . . . . . . . . . . . . .
Currency translation . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . .
Projected benefit obligation at end of
$ 344.9
10.9
15.9
0.3
0.2
(4.7)
(34.0)
16.8
0.8
(16.0)
$316.1
2.5
16.7
—
—
4.4
(9.5)
—
—
(25.1)
$ 299.9
12.8
14.1
0.3
—
—
(7.9)
36.8
2.6
(13.7)
$ 513.6
5.5
28.2
—
(49.7)
(46.4)
(44.5)
—
—
(33.6)
$ 679.9
10.8
31.0
—
(66.5)
—
(105.4)
—
—
(36.2)
year . . . . . . . . . . . . . . . . . . . . . . . . . . $326.9
$ 335.1
$305.1
$ 344.9
$ 373.1
$ 513.6
Change in plan assets:
Fair value of plan assets at beginning of
year . . . . . . . . . . . . . . . . . . . . . . . . . . $349.6
13.1
0.2
—
—
—
(24.4)
Actual return on plan assets . . . . . . . . . .
Employer contribution . . . . . . . . . . . . . .
Plan participants’ contribution. . . . . . . . .
Currency translation . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . .
$ 175.0
12.5
12.2
0.3
3.0
—
(16.0)
$332.6
42.1
—
—
—
—
(25.1)
$ 138.9
11.0
17.5
0.3
19.3
1.7
(13.7)
Fair value of plan assets at end of year . . $338.5
$ 187.0
$349.6
$ 175.0
Funded status . . . . . . . . . . . . . . . . . . . . $ 11.6
$(148.1)
$ 44.5
$(169.9)
$(373.1)
$(513.6)
Amounts recognized in the
Consolidated Balance Sheets consist
of:
Non-current assets . . . . . . . . . . . . . . . . $ 28.5
—
Current liabilities . . . . . . . . . . . . . . . . . . .
(16.9)
Non-current liabilities . . . . . . . . . . . . . . .
$
0.3
(5.7)
(142.7)
$ 60.3
—
(15.8)
$
0.1
(4.8)
(165.2)
$ — $ —
(33.7)
(479.9)
(32.3)
(340.8)
Net amount recognized . . . . . . . . . . . . . $ 11.6
$(148.1)
$ 44.5
$(169.9)
$(373.1)
$(513.6)
Amounts recognized in accumulated
other comprehensive loss consist of:
Net actuarial loss . . . . . . . . . . . . . . . . . . $ 72.2
0.2
Net prior service cost (credit) . . . . . . . . .
—
Net transition obligation . . . . . . . . . . . . .
$ 17.0
0.2
0.3
$ 68.8
0.2
—
$ 54.5
—
0.3
$ 158.8
(104.8)
—
$ 230.2
(72.9)
—
Net amount recognized . . . . . . . . . . . . . $ 72.4
$ 17.5
$ 69.0
$ 54.8
$ 54.0
$ 157.3
Total accumulated benefit obligation for
all plans . . . . . . . . . . . . . . . . . . . . . . . $326.9
$ 322.4
$305.1
$ 327.1
45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The funded status of pension plans included above with accumulated benefit obligations in excess of
plan assets at December 31 is as follows:
millions of dollars
2007
2006
Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(542.9)
390.2
Plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(555.0)
387.0
Deficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(152.7)
$(168.0)
Pension deficiency by country:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (16.9)
(7.0)
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(111.1)
Germany. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(17.7)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (15.8)
(19.7)
(115.4)
(17.1)
Total pension deficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(152.7)
$(168.0)
The weighted average asset allocations of the Company’s funded pension plans at December 31, 2007
and 2006, and target allocations by asset category are as follows:
2007
2006
Target
Allocation
U.S. Plans:
Cash, real estate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed income securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-U.S. Plans:
Cash, real estate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed income securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10% 12% 0-15%
36
54
25-45
45-65
32
56
100% 100%
5%
2% 0-10%
35
60
34
64
30-40
60-70
100% 100%
The Company’s investment strategy is to maintain actual asset weightings within a preset range of target
allocations. The Company believes these ranges represent an appropriate risk profile for the planned benefit
payments of the plans based on the timing of the estimated benefit payments. Within each asset category,
separate portfolios are maintained for additional diversification. Investment managers are retained within
each asset category to manage each portfolio against its benchmark. Each investment manager has
appropriate investment guidelines. In addition, the entire portfolio is evaluated against a relevant peer group.
The defined benefit pension plans did not hold any Company securities as investments as of December 31,
2007 and 2006. A portion of pension assets are invested in common and comingled trusts.
The Company expects to contribute a total of $10 million to $20 million into all of its defined benefit
pension plans during 2008.
46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
See the table below for a breakout between U.S. and non-U.S. pension plans:
millions of dollars
For the Year Ended December 31,
Components of net periodic
benefit cost:
2007
Pension Benefits
2006
2005
US
Non-US
US
Non-US
US
Non-US 2007
Other Post
Employment Benefits
2005
2006
Service cost . . . . . . . . . . . . . . . . . . $ 2.0 $ 10.9 $ 2.5 $ 12.8 $ 2.6 $12.1 $ 5.5 $ 10.8 $ 7.9
31.0 30.6
Interest cost . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . .
— —
Settlements, curtailments and
15.9
(13.2)
16.7
(28.4)
16.9
(28.0)
14.1
(10.9)
18.2
(29.6)
13.7
(8.1)
28.2
—
other . . . . . . . . . . . . . . . . . . . . . .
37.1
0.7
6.8
—
—
— (33.9) — —
Amortization of unrecognized prior
service cost (benefit) . . . . . . . . . .
Amortization of unrecognized loss . .
Other . . . . . . . . . . . . . . . . . . . . . . .
—
2.0
—
0.1
— 0.9
2.6
6.4
1.5
— 0.5
—
1.1
4.7
—
0.3
2.3
—
(17.7)
14.4
—
(15.8)
(2.4)
21.2 12.7
— —
Net periodic benefit cost (benefit)
. . $ 29.7 $ 15.8 $ 4.9 $ 19.2 $ (2.7) $20.3 $ (3.5) $ 47.2 $48.8
The estimated net loss for the defined benefit pension plans that will be amortized from accumulated
other comprehensive income into net periodic benefit cost over the next fiscal year is $2.1 million. The
estimated net loss and prior service credit for the other post employment plans that will be amortized from
accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are
$10.8 million and $(21.5) million, respectively.
The Company’s weighted-average assumptions used to determine the benefit obligations for its defined
benefit pension and other post employment plans as of December 31, 2007 and 2006 were as follows:
Percent
U.S. pension plans:
2007
2006
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.50
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.50
U.S. other post employment plans:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.50
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
Non-U.S. pension plans:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.42
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.10
5.94
3.50
6.00
N/A
4.68
2.95
47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company’s weighted-average assumptions used to determine the net periodic benefit cost (benefit)
for its defined benefit pension and other post employment benefit plans for the three years ended Decem-
ber 31, 2007 were as follows:
Percent
U.S. pension plans
2007
2006
2005
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.94
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.50
Expected return on plan assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.75
U.S. other post employment plans
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.00
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
Expected return on plan assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
Non-U.S. pension plans
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.68
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.95
Expected return on plan assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.09
5.50
3.50
8.75
5.50
N/A
N/A
4.43
2.95
7.10
5.75
3.50
8.75
5.75
N/A
N/A
5.04
3.36
6.63
The Company’s approach to establishing the discount rate is based upon the market yields of high-
quality corporate bonds, with appropriate consideration of each plan’s defined benefit payment terms and
duration of the liabilities. The discount rate assumption is typically rounded up or down to the nearest 25 basis
points for each plan.
The Company determines its expected return on plan asset assumptions by evaluating estimates of
future market returns and the plans’ asset allocation. The Company also considers the impact of active
management of the plans’ invested assets. The Company’s expected return on assets assumption reflects
the asset allocation of each plan. The Company’s assumed long-term rate of return on assets for its
U.S. pension plans was 8.75% for 2007, 2006 and 2005. The Company does not anticipate a change in the
long-term rate of return on U.S. pension plan assets for 2008. The Company’s assumed long-term rate of
return on assets for its U.K. pension plan was 7.25% for 2007 and 2006 and 6.75% for 2005. The Company
does not anticipate a change in the long-term rate of return on U.K. pension plan assets for 2008.
The estimated future benefit payments for the pension and other post employment benefits are as
follows:
millions of dollars
Year
Pension Benefits
Other Post Employment Benefits
U.S.
Non-U.S.
W/o Medicare
Part D
Reimbursements
With Medicare
Part D
Reimbursements
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . $ 23.9
27.9
2009 . . . . . . . . . . . . . . . . . . . . . . . . . .
28.1
2010 . . . . . . . . . . . . . . . . . . . . . . . . . .
27.8
2011 . . . . . . . . . . . . . . . . . . . . . . . . . .
27.6
2012 . . . . . . . . . . . . . . . . . . . . . . . . . .
130.4
2013-2017 . . . . . . . . . . . . . . . . . . . . . .
$14.4
15.6
15.0
15.2
16.0
92.5
$ 35.4
34.2
36.3
36.9
36.3
167.1
$ 32.3
32.3
34.4
34.9
34.3
156.5
48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The weighted-average rate of increase in the per capita cost of covered health care benefits is projected
to be 7.25% and 8.75% in 2008 for pre-65 and post-65 participants, respectively, decreasing to 5% by the
year 2011. A one-percentage point change in the assumed health care cost trend would have the following
effects:
millions of dollars
One Percentage Point
Increase
Decrease
Effect on other post employment benefit obligation . . . . . . . . . . . . . . . . . .
Effect on total service and interest cost components . . . . . . . . . . . . . . . . .
$27.4
$ 2.2
$(23.7)
$ (1.9)
NOTE 12 STOCK INCENTIVE PLANS
On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123
(Revised 2004), Share-Based Payment (“FAS 123R”), which required the Company to measure all employee
stock-based compensation awards using a fair value method and record the related expense in the financial
statements. The Company elected to use the modified prospective transition method, which requires that
compensation cost be recognized in the financial statements for all awards granted after the date of adoption
as well as for existing awards for which the requisite service has not been rendered as of the date of adoption
and requires that prior periods not be restated. All periods presented prior to January 1, 2006 were accounted
for in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (“APB No. 25”). Accordingly, no compensation cost was recognized for fixed stock options
prior to January 1, 2006 because the exercise price of the stock options exceeded or equaled the market
value of the Company’s common stock at the date of grant, which is the measurement date.
Under the Company’s 1993 Stock Incentive 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 is 10,000,000. As of December 31, 2007, there were a total
of 6.3 million outstanding options under the 1993 and 2004 Stock Incentive Plans. As of December 31, 2007,
there are 2.8 million shares available for future issuance under the 2004 Stock Incentive Plan.
Stock option compensation expense reduced income before income taxes and net earnings by
$16.3 million and $11.9 million ($0.10 per basic and diluted share) and by $12.7 million and $9.4 million
($0.08 per basic and diluted share) for the years ended December 31, 2007 and 2006, respectively. Stock
option compensation expense affected both operating activities ($16.3 million and $12.7 million non-cash
charge backs) and financing activities ($4.4 million and $3.3 million tax benefits) of the Consolidated
Statements of Cash Flows for the years ended December 31, 2007 and 2006, respectively.
Total unrecognized compensation cost related to nonvested stock options at December 31, 2007 is
approximately $21.0 million. This cost is expected to be recognized over the next 2.3 years. On a weighted
average basis, this cost is expected to be recognized over 0.9 year.
49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table illustrates the effect on the Company’s net earnings and net earnings per share if the
Company had applied the fair value recognition provision of SFAS No. 123, Accounting for Stock-Based
Compensation, for the applicable prior period presented:
millions, except per share amounts
2005
Net earnings as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $239.6
Add: Stock-based employee compensation expense included in net earnings, net of
income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.5
Deduct: Total stock-based employee compensation expense determined under fair
value based method for all awards, net of income tax . . . . . . . . . . . . . . . . . . . . . . .
(12.2)
Pro forma net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $232.9
Earnings per share:
Basic — as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.11
Basic — pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.05
Diluted — as reported. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.09
Diluted — pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.03
A summary of the plans’ shares under option at December 31, 2007, 2006 and 2005 is as follows:
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (in years)
Aggregate
Intrinsic
Value
(In millions)
$ 22.3
58.5
13.6
40.1
36.4
130.8
$ 62.8
8.1
7.8
7.7
6.1
Outstanding at January 1, 2005 . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2005 . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2006 . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . .
Shares
(Thousands)
5,990
1,936
(1,426)
(82)
6,418
1,708
(994)
(190)
6,942
1,816
(1,744)
(683)
Outstanding at December 31, 2007 . . . . . . .
6,331
$16.62
29.04
13.02
15.72
$21.21
29.09
16.33
25.00
$23.74
34.95
20.52
24.48
$27.75
Options exerciseable at December 31,
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,296
$21.04
50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes information about stock options outstanding at December 31, 2007:
Range of Exercise Prices
$8.17 - 9.90 . . . . . . . . . . . . . . . . .
$12.07 - 16.52 . . . . . . . . . . . . . . .
$22.15 - 34.95 . . . . . . . . . . . . . . .
Options Outstanding
Options Exercisable
Weighted-Average
Remaining
Contractual
Life (Years)
Weighted-Average
Exercise Price
Number
Exercisable
(Thousands)
Weighted-Average
Exercise Price
2.4
4.7
8.2
7.7
$ 9.10
$14.19
$29.85
$27.75
88
733
1,475
2,296
$ 9.10
$14.19
$25.16
$21.04
Number
Outstanding
(Thousands)
88
733
5,510
6,331
The weighted average fair value at date of grant for options granted during 2007, 2006, and 2005 were
$10.52, $8.91 and $7.32, respectively, and were estimated using the Black-Scholes options pricing model
with the following weighted average assumptions:
2007
2006
2005
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Volatility factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average expected life . . . . . . . . . . . . . . . . . . . . . 4.7 years
4.82%
0.97%
28.64%
5.04%
1.10%
29.06%
4.07%
1.09%
27.02%
4.8 years
4.0 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.
Restricted Stock Under the 2004 Stock Incentive Plan, the Company issues restricted shares of
common stock to its non-employee directors that vest and become unrestricted shares ratably at the
end of each year from the date of grant over a period of three years. The market value of the Company’s
common stock at the date of grant determines the value of the restricted stock. The value of the awards is
in excess of par value in stockholders’ equity, and is
recorded as unearned compensation within capital
amortized as compensation expense over the restriction periods. The Company recognized compensation
expense of $0.6 million, $0.6 million and $0.2 million in 2007, 2006 and 2005, respectively, related to
restricted stock.
51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A summary of the status of the Company’s nonvested restricted stock at December 31, 2007, 2006 and
2005 follows:
Nonvested at January 1, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonvested at December 31, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonvested at December 31, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonvested at December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares
Subject to
Restriction
(Thousands)
12.8
32.2
(5.6)
39.4
22.7
(21.6)
(3.8)
36.7
8.6
(17.8)
27.5
Weighted
Average
Price
$22.28
29.04
22.28
$27.81
29.09
27.62
29.09
$28.58
38.24
28.05
$31.95
Stock Compensation Plans The 2004 Stock Incentive Plan provides for awarding of performance shares
to members of senior management at the end of successive three-year periods based on the Company’s
performance in terms of total shareholder return relative to a peer group of automotive companies. Awards
earned are payable 40% in cash and 60% in the Company’s common stock. The amounts expensed under
the plan and the share issuances for the three-year measurement periods ended December 31, 2007, 2006
and 2005 were as follows:
2007
2006
2005
Expense ($ millions)
Number of shares* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
17.1
197,052
$
2.2
78,170
$
8.8
100,550
* Shares are issued in February of the following year.
NOTE 13 OTHER COMPREHENSIVE INCOME (LOSS)
The components of accumulated other comprehensive income (loss), net of tax, in the Consolidated
Balance Sheets are as follows:
millions of dollars
2007
2006
Foreign currency translation adjustments, net . . . . . . . . . . . . . . . . . . . . . . . $252.4
(38.9)
Market value of hedge instruments, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.4
Unrealized gain (loss) on available-for-sale securities, net . . . . . . . . . . . . . .
(87.8)
Defined benefit post employment plans, net . . . . . . . . . . . . . . . . . . . . . . . .
$ 96.5
0.1
1.5
(158.4)
Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . $127.1
$ (60.3)
52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The changes in the components of other comprehensive income (loss) in the Consolidated Statements
of Stockholders’ Equity are as follows:
millions of dollars
2007
2006
2005
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . $155.9
(56.7)
Market value change of hedge instruments . . . . . . . . . . . . . . . . .
17.7
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 94.2
(4.4)
1.6
$ (97.4)
(1.1)
0.8
Net foreign currency translation and hedge instruments
adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gain (loss) on available-for-sale securities . . . . . . . . . .
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net unrealized gain (loss) on available-for-sale securities . . . . .
Defined benefit post employment plans . . . . . . . . . . . . . . . . . . .
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116.9
(0.1)
—
(0.1)
133.2
(62.6)
Net defined benefit post employment plans . . . . . . . . . . . . .
70.6
91.4
1.9
(0.1)
1.8
28.9
(10.8)
18.1
(97.7)
(0.4)
0.1
(0.3)
(45.7)
15.4
(30.3)
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . $187.4
$111.3
$(128.3)
53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 14 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 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 34 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; estimated legal fees; and other factors), the Company has established an
accrual for indicated environmental liabilities with a balance at December 31, 2007 of $14.5 million. Excluding
the Crystal Springs site discussed below for which $4.9 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 $14.5 million accrued 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 the past
operations of Kuhlman Electric. The liabilities at issue result from operations of Kuhlman Electric that pre-date
the Company’s acquisition of Kuhlman Electric’s parent company, Kuhlman Corporation, in 1999. 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, if any, 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,
including the Company’s subsidiary, Kuhlman Corporation, entered into settlements that resolved approx-
imately 99% of the then known personal injury and property damage claims relating to the alleged envi-
ronmental contamination. Those settlements involved payments by the defendants 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.
54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 contam-
ination. Given the early stage of the litigation, the Company cannot make any prediction as to the outcome but
its current intention 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 December 31, 2007 and
2006, respectively.
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 December 31, 2007,
the Company had approximately 42,000 pending asbestos-related product liability claims. Of these out-
standing claims, approximately 32,000 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 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. In 2006, of the approximately 27,000 claims resolved, only 169 (0.6%) 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 $30.3 million in
defense and indemnity in advance of insurers’ reimbursement and has received $9.7 million in cash from
insurers. The outstanding balance of $20.6 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, 2006,
insurers owed $11.7 million in association with these claims.
55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
At December 31, 2007, the Company has an estimated liability of $39.6 million for future claims
resolutions, with a related asset of $39.6 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, 2006, the comparable value of the
insurance receivable and accrued liability was $39.9 million.
The amounts recorded in the Consolidated Balance Sheets related to the estimated future settlement of
existing claims are as follows:
millions of dollars
Assets:
2007
2006
Prepayments and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $20.1
19.5
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total insurance receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $39.6
Liabilities:
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . $20.1
19.5
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total accrued liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $39.6
$23.3
16.6
$39.9
$23.3
16.6
$39.9
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.
liability insurers. CNA provided the Company with both primary and additional
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
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.
NOTE 15 LEASES AND COMMITMENTS
Certain assets are leased under long-term operating leases. These include production equipment at one
plant, rent for the corporate headquarters and an airplane. Most leases contain renewal options for various
56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
periods. Leases generally require the Company to pay for insurance, taxes and maintenance of the leased
property. The Company leases other equipment such as vehicles and certain office equipment under short-
term leases. Total rent expense was $29.8 million in 2007, $22.4 million in 2006, and $21.9 million in 2005.
The Company does not have any material capital leases.
The Company has guaranteed the residual values of certain leased production equipment at one of its
facilities. The guarantees extend through the maturity of the underlying lease, which is in September 2008. In
the event the Company exercises its option not to purchase the production equipment, the Company has
guaranteed a residual value of $12.2 million. The Company has accrued $6.0 million as an expected loss on
this guarantee, which is expected to be paid in 2008.
Future minimum operating lease payments at December 31, 2007 were as follows:
millions of dollars
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $26.7(a)
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
After 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.7
5.6
5.0
4.9
13.7
Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $64.6
(a) 2008 includes $12.2 million for the guaranteed residual value of production equipment with a lease that
expires in 2008.
NOTE 16 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.
57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 17 EARNINGS PER SHARE
Earnings per share of common stock outstanding were computed as follows:
in millions except per share amounts
Basic earnings per share:
2007
2006
2005
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 288.5
$ 211.6
$ 239.6
Average shares of common stock outstanding . . . . . . .
116.002
114.806
113.416
Basic earnings per share of common stock . . . . . . . . . $
2.49
$
1.84
$
2.11
Diluted earnings per share:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 288.5
$ 211.6
$ 239.6
Average shares of common stock outstanding . . . . . . .
Effect of dilutive securities . . . . . . . . . . . . . . . . . . . . . .
116.002
1.838
114.806
1.136
113.416
1.380
Average shares of common stock outstanding
including dilutive shares . . . . . . . . . . . . . . . . . . . . . .
117.840
115.942
114.796
Diluted earnings per share of common stock . . . . . . . . $
2.45
$
1.83
$
2.09
NOTE 18 RESTRUCTURING
On September 22, 2006, the Company announced the reduction of its North American workforce by
approximately 850 people, or 13%, spread across its 19 operations in the U.S., Canada and Mexico. In
addition to employee related costs of $6.7 million, the Company recorded $4.8 million of asset impairment
charges related to the North American restructuring. The restructuring expenses broken out by segment were
as follows: Engine $7.3 million, Drivetrain $3.6 million and Corporate $0.6 million.
During the fourth quarter of 2006, the Company recorded restructuring expense associated with closing
the drivetrain plant in Muncie, Indiana and adjusted the carrying values of other assets primarily related to its
four-wheel drive transfer case product line. Production activity at the Muncie facility is scheduled to cease no
later than the expiration of the current labor contract in 2009. The Company recorded employee related costs
of $14.8 million, asset impairments of $51.6 million and pension curtailment expense of $6.8 million in the
fourth quarter of 2006. The expenses broken out by segment were as follows: Engine $5.9 million and
Drivetrain $67.3 million.
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.
58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The table below summarizes accrual activity for employee related costs related to the Company’s
previously announced restructuring actions for the year ended December 31, 2007 (in millions):
Employee
Related Costs
Balance at December 31, 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$16.2
(6.1)
Balance at March 31, 2007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at June 30, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at September 30, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.1
(0.9)
9.2
—
9.2
(0.1)
Balance at December 31, 2007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 9.1
Future cash payments for these restructuring activities are expected to be complete by the end of 2009.
NOTE 19 RECENT ACQUISITIONS
In the first quarter of 2005, the Company acquired approximately 69.4% of the outstanding shares of
BERU, headquartered in Ludwigsburg, Germany, primarily from the Carlyle Group and certain family
shareholders at a gross cost of $554.8 million, or $477.2 million net of cash acquired (“the BERU Acqui-
sition”). BERU is a leading global automotive supplier of: diesel cold starting technology (glow plugs and
instant starting systems); gasoline ignition technology (spark plugs and ignition coils); and electronic and
sensor technology (tire pressure sensors, diesel cabin heaters and selected sensors). The operating results of
BERU have been reported within the Engine segment from the date of the acquisition. The Company
considers the BERU Acquisition to be material to the results of operations, financial position and cash flows
from the date of acquisition through December 31, 2007.
In the fourth quarter of 2007, the Company acquired approximately 12.8% of the outstanding shares of
BERU. The purchase price paid for these shares was $138.8 million, including transaction fees. In connection
with the purchase, the Company recorded fair value of identified intangible assets and beginning inventory of
$28.5 million. Of this total, $2.1 million, net of tax, of in process R&D, order backlog and beginning inventory
were immediately written off in the selling, general, and administrative line in the Consolidated Statement of
Operations. Net liabilities of $1.0 million and goodwill of $48.7 million were also recorded. The Company also
recorded a reduction in the minority interest of BERU of $62.6 million.
As the result of the additional purchase of shares, the Company notified the board of BERU in December
2007 that it intends to pursue a Domination and Profit Sharing agreement in 2008, as allowed under the
German Securities Trading Act, Section 15.
The Company acquired the ETEC product lines from Eaton as of the close of business for the quarter
ended September 30, 2006 for $63.7 million, net of cash acquired. The operating results of ETEC have been
reported within the Drivetrain segment since its acquisition.
NOTE 20 REPORTING SEGMENTS AND RELATED INFORMATION
The Company’s business is comprised of two reporting segments: Engine and Drivetrain. These segments
are strategic business groups, which are managed separately as each represents a specific grouping of
automotive components and systems. Effective January 1, 2006, the Company assigned an operating facility
previously reported in the Engine segment to the Drivetrain segment due to changes in the facility’s product mix.
The Company allocates resources to each segment based upon the projected after-tax return on invested capital
59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(“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 its 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 EBITenhances 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 show net sales and segment earnings before interest and income taxes for the
Company’s reporting segments.
Reporting Segments
millions of dollars
Customers
2007
Engine . . . . . . . . . . . . . . . .
Drivetrain . . . . . . . . . . . . . .
Inter-segment eliminations . .
$3,729.8
1,598.8
—
Net Sales
Inter-
Segment
Net
Earnings
Before
Interest
and Taxes
Year-End
Assets (d)
Depr./
Amort.
Long-lived
Asset
Expenditures (b)
$ 31.5
$3,761.3
— 1,598.8
(31.5)
(31.5)
$418.0
118.1
—
$3,357.9 $148.9
108.2
—
1,294.2
—
$195.6
103.2
—
298.8
4.9
Total . . . . . . . . . . . . . . . .
Corporate(a) . . . . . . . . . . . .
5,328.6
—
— 5,328.6
—
—
536.1
(71.0)
4,652.1
306.4
257.1
7.5
Consolidated . . . . . . . . . . . .
$5,328.6
$ — $5,328.6
$465.1
$4,958.5 $264.6
$303.7(c)
Interest expense and finance
charges . . . . . . . . . . . . . .
Earnings before income
taxes . . . . . . . . . . . . . . . .
Provision for income taxes . .
Minority interest, net of tax . .
Net earnings . . . . . . . . . . . .
$ 34.7
430.4
113.9
28.0
$288.5
60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
$165.1
84.7
—
249.8
12.9
$201.3
76.0
—
277.3
19.5
Net Sales
Inter-
Segment
Net
Earnings
Before
Interest
and Taxes
Year-End
Assets (d)
Depr./
Amort.
Long-lived
Asset
Expenditures (b)
millions of dollars
Customers
2006
Engine . . . . . . . . . . . . . . . .
Drivetrain . . . . . . . . . . . . . .
Inter-segment eliminations . .
$3,124.0
1,461.4
—
$ 30.9
$3,154.9
— 1,461.4
(30.9)
(30.9)
$365.8
90.6
—
$3,103.1 $166.7
84.1
—
1,191.0
—
Total . . . . . . . . . . . . . . . .
Corporate(a) . . . . . . . . . . . .
4,585.4
—
— 4,585.4
—
—
456.4
(61.2)
4,294.1
289.9
250.8
5.8
Consolidated . . . . . . . . . . . .
$4,585.4
$ — $4,585.4
$395.2
$4,584.0 $256.6
$262.7(c)
Restructuring expense . . . . .
Interest expense and finance
charges . . . . . . . . . . . . . .
Earnings before income
taxes . . . . . . . . . . . . . . . .
Provision for income taxes . .
Minority interest, net of tax . .
Net earnings . . . . . . . . . . . .
millions of dollars
Customers
2005
Engine . . . . . . . . . . . . . . . .
Drivetrain . . . . . . . . . . . . . .
Inter-segment eliminations . .
$2,820.9
1,472.9
—
$ 84.7
40.2
$270.3
32.4
26.3
$211.6
Net Sales
Inter-
Segment
Net
Earnings
Before
Interest
and Taxes
Year-End
Assets (d)
Depr./
Amort.
Long-lived
Asset
Expenditures (b)
$ 34.5
$2,855.4
— 1,472.9
(34.5)
(34.5)
$346.9
105.2
—
$2,925.5 $170.1
75.1
—
1,081.8
—
Total . . . . . . . . . . . . . . . .
Corporate(a) . . . . . . . . . . . .
4,293.8
—
— 4,293.8
—
—
452.1
(55.3)
4,007.3
82.1
245.2
10.3
Consolidated . . . . . . . . . . . .
$4,293.8
$ — $4,293.8
$396.8
$4,089.4 $255.5
$296.8(c)
Litigation settlement
expense . . . . . . . . . . . . .
Interest expense and finance
charges . . . . . . . . . . . . . .
Earnings before income
taxes . . . . . . . . . . . . . . . .
Provision for income taxes . .
Minority interest, net of tax . .
Net earnings . . . . . . . . . . . .
$ 45.5
37.1
$314.2
55.1
19.5
$239.6
61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(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 and advances. EBIT includes Equity in
Affiliates Earnings, net of tax.
(b) Long-lived asset expenditures include capital expenditures and tooling outlays.
(c) Amounts differ from those shown on Consolidated Statement of Cash Flows for 2007, 2006 and 2005 by
$(9.8) million, $(5.6) million and $4.3 million, respectively, related to expenditures which are included in
accounts payable.
(d) Year-end asset totals include goodwill as follows: Engine segment for 2007, 2006 and 2005: $902.2 mil-
lion, $823.5 million and $895.7 million, respectively; and Drivetrain segment for 2007, 2006 and 2005:
$266.0 million, $263.0 million and $134.1 million, respectively. In addition to acquisitions, the changes in
the carrying amount of goodwill included translations adjustments for the Engine segment of $30.0 mil-
lion, $33.6 million, and $(35.2) million, respectively, for each of the years in the period ended Decem-
ber 31, 2007. Translation adjustments for the Drivetrain segment were not significant. Pursuant to the
Company’s assignment of an operating facility previously reported in the Engine segment, goodwill of
$105.9 million has been reclassified to the Drivetrain segment during 2006.
Geographic Information
No country outside the U.S., other than Germany, Hungary and South Korea, accounts for as much as
5% of consolidated net sales, attributing sales to the sources of the product rather than the location of the
customer. Also, the Company’s 50% equity investment in NSK-Warner (see Note 6) amounting to $152.2 mil-
lion, $157.7 million and $175.3 million at December 31, 2007, 2006 and 2005, respectively, are excluded
from the definition of long-lived assets, as are goodwill and certain other non-current assets.
millions of dollars
2007
Net Sales
2006
2005
2007
Long-lived Assets
2006
2005
United States . . . . . . . . . . . . . . $1,827.5
Europe:
Germany . . . . . . . . . . . . . . .
Hungary . . . . . . . . . . . . . . . .
Other Europe . . . . . . . . . . . .
Total Europe . . . . . . . . . . . . . .
South Korea . . . . . . . . . . . . . .
Other foreign . . . . . . . . . . . . . .
1,802.8
302.2
687.7
2,792.7
280.3
428.1
$1,819.4
$1,929.6
$ 556.9
$ 603.3
$ 661.8
1,567.0
230.7
454.2
2,251.9
224.3
289.8
1,405.7
193.9
358.7
1,958.3
160.3
245.6
554.6
42.2
243.8
840.6
74.9
136.7
534.0
27.9
167.4
729.3
56.0
100.3
457.4
25.0
125.6
608.0
41.7
89.6
Total. . . . . . . . . . . . . . . . . . . $5,328.6
$4,585.4
$4,293.8
$1,609.1
$1,488.9
$1,401.1
Sales to Major Customers
Consolidated sales included sales to Volkswagen of approximately 15%, 13%, and 13%; to Ford of
approximately 12%, 13%, and 16%; and to Daimler of approximately 6%, 11%, and 12% for the years ended
December 31, 2007, 2006 and 2005, respectively. Daimler divested Chrysler in 2007. Both of the Company’s
reporting segments had significant sales to all three of the customers listed above. Accounts receivable from
these customers at December 31, 2007 comprised approximately 23% of total accounts receivable. Such
sales consisted of a variety of products to a variety of customer locations and regions. No other single
customer accounted for more than 10% of consolidated sales in any year of the periods presented.
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Sales by Product Line
Sales of turbochargers for light-vehicles represented approximately 21%, 18%, and 16% of the
Company’s total revenues for 2007, 2006 and 2005, respectively. The Company currently supplies light-
vehicle turbochargers to many OEMs including Volkswagen, Renault, PSA, Daimler, Hyundai, Fiat and BMW.
Sales of rear-wheel drive based transfer cases and components represented approximately 9%, 10%
and 12% of the Company’s total revenues for 2007, 2006 and 2005, respectively. The Company supplies
rear-wheel drive transfer cases to many OEMs including Ford, General Motors, Hyundai and Volkswagen.
Interim Financial Information (Unaudited)
The following information includes all adjustments, as well as normal recurring items, that the Company
considers necessary for a fair presentation of 2007 and 2006 interim results of operations. Certain 2007 and
2006 quarterly amounts have been reclassified to conform to the annual presentation.
millions of dollars, except per share
amounts
Quarter Ended
Mar-31
Jun-30
2007
Sep-30
Dec-31
Year
Mar-31
Jun-30
2006
Sep-30
Dec-31
Year
Net sales . . . . . . . . . . . . . . . $1,277.8 $1,364.3 $1,313.6 $1,372.9 $5,328.6 $1,155.2 $1,168.7 $1,059.8 $1,201.7 $4,585.4
3,735.5
Cost of sales . . . . . . . . . . . . .
1,115.2
1,061.9
1,084.9
1,116.7
4,378.7
931.9
989.5
937.6
876.5
Gross profit
. . . . . . . . . . . .
215.9
247.6
228.7
257.7
949.9
223.3
231.1
183.3
212.2
849.9
Selling, general and
administrative expenses . . . . .
Restructuring expense . . . . . . .
Other (income) expense . . . . . .
Operating income. . . . . . . . .
Equity in affiliate earnings, net of
tax . . . . . . . . . . . . . . . . . .
Interest expense and finance
126.7
—
(0.7)
135.2
—
(1.2)
134.1
—
(3.7)
135.9
—
(1.2)
531.9
—
(6.8)
129.5
—
(0.5)
124.3
—
(0.7)
116.8
11.5
(5.6)
127.5
73.2
(0.7)
498.1
84.7
(7.5)
89.9
113.6
98.3
123.0
424.8
94.3
107.5
60.6
12.2
274.6
(9.2)
(8.8)
(9.9)
(12.4)
(40.3)
(10.0)
(8.5)
(7.8)
(9.6)
(35.9)
charges . . . . . . . . . . . . . . .
8.9
9.3
8.4
8.1
34.7
9.4
9.9
9.5
11.4
40.2
Income before income taxes
and minority interest. . . . . .
90.2
113.1
99.8
127.3
430.4
94.9
106.1
58.9
10.4
270.3
Provision (benefit) for income
taxes. . . . . . . . . . . . . . . . .
Minority interest, net of tax . . . .
24.4
7.4
30.5
6.9
10.9
5.7
48.1
8.0
113.9
28.0
26.6
7.0
29.7
6.2
13.9
5.8
(37.8)
7.3
32.4
26.3
Net earnings . . . . . . . . . . . . . $
58.4 $
75.7 $
83.2 $
71.2 $ 288.5 $
61.3 $
70.2 $
39.2 $
40.9 $ 211.6
Earnings per share — basic . . . . $
Earnings per share — diluted . . . $
0.50 $
0.50 $
0.65 $
0.64 $
0.72 $
0.70 $
0.61 $
0.60 $
2.49 $
2.45 $
0.54 $
0.53 $
0.61 $
0.61 $
0.34 $
0.34 $
0.35 $
0.35 $
1.84
1.83
63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Selected Financial Data
millions of dollars, except share and per share data
For the Year Ended December 31,
2007 (a)
2006 (a)
2005 (a)
2004
2003
Statement of Operations Data
Net sales . . . . . . . . . . . . . . . . . . . . . . . . $ 5,328.6
4,378.7
Cost of sales . . . . . . . . . . . . . . . . . . . . .
$ 4,585.4
3,735.5
$ 4,293.8
3,440.0
$ 3,525.3
2,874.2
$ 3,069.2
2,482.5
Gross profit . . . . . . . . . . . . . . . . . . . .
949.9
849.9
853.8
651.1
586.7
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . . . . . .
Other (income) expense . . . . . . . . . . . . .
Restructuring expense . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . .
Equity in affiliates’ earnings, net of tax . .
Interest expense, net . . . . . . . . . . . . . . .
Earnings before income taxes and
minority interest
. . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . .
Minority interest, net of tax . . . . . . . . . . .
531.9
(6.8)
—
424.8
(40.3)
34.7
430.4
113.9
28.0
498.1
(7.5)
84.7
274.6
(35.9)
40.2
270.3
32.4
26.3
495.9
34.8
—
323.1
(28.2)
37.1
314.2
55.1
19.5
339.0
3.0
—
309.1
(29.2)
29.7
308.6
81.2
9.1
316.9
(0.1)
—
269.9
(20.1)
33.3
256.7
73.2
8.6
Net earnings . . . . . . . . . . . . . . . . . . . $ 288.5
$ 211.6
$ 239.6
$ 218.3
$ 174.9
Earnings per share — basic . . . . . . . . . . $
2.49
$
1.84
$
2.11
$
1.95
$
1.62
Average shares outstanding
(thousands) — basic . . . . . . . . . . . . . .
Earnings per share — diluted . . . . . . . . . $
116,002
2.45
114,806
1.83
$
113,416
2.09
$
111,744
1.93
$
108,232
1.60
$
Average shares outstanding
(thousands) — diluted . . . . . . . . . . . . .
117,840
115,942
114,796
113,074
109,208
Cash dividend declared and paid per
share . . . . . . . . . . . . . . . . . . . . . . . . . $
0.34
$
0.32
$
0.28
$
0.25
$
0.18
Balance Sheet Data
Total assets . . . . . . . . . . . . . . . . . . . . . . $ 4,958.5
636.3
Total debt . . . . . . . . . . . . . . . . . . . . . . .
$ 4,584.0
721.1
$ 4,089.4
740.5
$ 3,529.1
584.5
$ 3,140.5
655.5
(a) Results include BERU, acquired in the first quarter of 2005.
64
C O R P O R A T E I N F O R M A T I O N
Company Information
BorgWarner Inc.
World Headquarters
3850 Hamlin Road
Auburn Hills, MI 48326
248-754-9200
www.borgwarner.com
Stock Listing
Dividends
The current dividend practice established by the Board
of Directors is to declare regular quarterly dividends.
The last such dividend of 11 cents per share of
common stock was declared on November 14, 2007,
payable February 15, 2008, to stockholders of record
on February 1, 2008. The current practice is subject to
review and change at the discretion of the Board of
Directors.
Shares are listed and traded on the New York Stock
Exchange. Ticker symbol: BWA.
Stockholder Services
High*
Low*
$39.31
43.43
48.08
53.00
$30.89
33.74
32.68
30.79
$29.02
36.63
37.73
46.11
$26.61
29.24
25.23
27.92
March 31, 2007
June 30, 2007
September 30, 2007
December 31, 2007
March 31, 2006
June 30, 2006
September 30, 2006
December 31, 2006
*adjusted for stock split
Certifications
(cid:129) BorgWarner filed as an exhibit to its Annual Report on
Form 10-K the CEO and CFO certifications as required
by Section 302 of the Sarbanes-Oxley Act.
(cid:129) BorgWarner also submitted the required annual CEO
certification to the New York Stock Exchange.
BNY Mellon Shareowner Services is the transfer agent,
registrar and dividend dispersing agent for BorgWarner
common stock.
BNY Mellon Shareowner Services
for BorgWarner
480 Washington Boulevard
Jersey City, NJ 07310-1900
www.bnymellon.com/shareowner/isd
Communica tions concerning stock transfer, change of
address, lost stock certificates or proxy statements for
the annual meeting should be directed to Mellon
Investor Services at 800-851-4229.
Dividend Reinvestment and Stock Purchase Plan
The BorgWarner Dividend Reinvestment and Stock
Purchase Plan has been established so that anyone
can make direct purchases of BorgWarner common
stock and reinvest dividends. We pay the brokerage
commissions on purchases. Questions about the plan
can be directed to Mellon at 800-851-4229. To receive
a prospectus and enrollment package, contact Mellon
at 800-842-7629.
Annual Meeting of Stockholders
The 2008 annual meeting of stockholders
will be held on Wednesday, April 30, 2008, beginning at
9:00 a.m. at the BorgWarner World Headquarters at
3850 Hamlin Road, Auburn Hills, Michigan.
Stockholders
As of December 31, 2007, there were 2,546 holders of
record and an estimated 15,000 beneficial holders.
Investor Information
Visit www.borgwarner.com for a wide range
of company information.
Investor Inquiries
Contact Investor Relations at BorgWarner World
Headquarters, 248-754-0882.
D I R E C T O R S
E X E C U T I V E O F F I C E R S
Robin J. Adams
Executive Vice President,
Chief Financial Officer and
Chief Administrative Officer
BorgWarner Inc.
Phyllis O. Bonanno (3)
President and Chief Executive Officer
International Trade Solutions, Inc.
David T. Brown (3)
President, Chief Executive Officer,
Retired
Owens Corning
Jere A. Drummond (1, 3, 4)
Vice Chairman, Retired
BellSouth Corporation
Paul E. Glaske* (4)
Chairman, President and
Chief Executive Officer, Retired
Blue Bird Corporation
Committees of the Board
1 Executive Committee
2 Audit Committee
3 Compensation Committee
4 Corporate Governance Committee
Timothy M. Manganello (1)
Chairman and Chief Executive Officer
BorgWarner Inc.
Alexis P. Michas (1, 4)
Managing Partner
Stonington Partners, Inc.
Ernest J. Novak, Jr. (2)
Managing Partner, Retired
Ernst and Young
Richard O. Schaum (2)
Executive Vice President, Retired
Product Development
DaimlerChrysler Corporation
General Manager,
3rd Horizon Associates LLC
Thomas T. Stallkamp (2)
Industrial Partner
Ripplewood Holdings LLC
*Retiring at the 2008 Annual Meeting
Director and Officer
biographies available at:
www.borgwarner.com/about/officers/
Roger J. Wood
Vice President,
President and General Manager
Turbo & Emissions Systems
Angela J. D’Aversa
Vice President,
Human Resources
John J. Gasparovic
Vice President,
General Counsel and Secretary
Anthony D. Hensel
Vice President and
Treasurer
Jeffrey L. Obermayer
Vice President and
Controller
Timothy M. Manganello
Chairman and
Chief Executive Officer
Robin J. Adams
Executive Vice President,
Chief Financial Officer
and Chief Administrative Officer
Bernd W. Matthes
Vice President,
President and General Manager
Transmission Systems
Cynthia A. Niekamp
Vice President,
President and General Manager
TorqTransfer Systems
Alfred Weber
Vice President,
President and General Manager
Morse TEC
President and General Manager
Thermal Systems
C O V E R P H O T O S :
FRONT COVER:
(left to right)
Turbocharger
Controls Module
DualTronic®
Clutch Module
BACK COVER:
(left to right)
Transfer Case
Exhaust Gas Recirculation Valve
Engine Timing
BERU Diesel Cold-Start System
Air Flow System
the BorgWarner experience feel good about driving
3850 Hamlin Road
Auburn Hills, MI 48326
www.borgwarner.com