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(Mark One)
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þ
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended
June 30, 2016
|
o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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|
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For the transition period from
to
|
Delaware
|
|
13-3404508
|
State or other jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or organization
|
|
Identification No.)
|
|
|
|
3850 Hamlin Road, Auburn Hills, Michigan
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|
48326
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
þ
|
Accelerated filer
|
o
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Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
June 30,
2016
|
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Cash
|
$
|
495.0
|
|
|
$
|
577.7
|
|
Receivables, net
|
1,806.9
|
|
|
1,665.0
|
|
||
Inventories, net
|
744.6
|
|
|
723.6
|
|
||
Prepayments and other current assets
|
160.4
|
|
|
168.9
|
|
||
Total current assets
|
3,206.9
|
|
|
3,135.2
|
|
||
|
|
|
|
|
|
||
Property, plant and equipment, net
|
2,502.8
|
|
|
2,448.1
|
|
||
Investments and other long-term receivables
|
508.9
|
|
|
460.9
|
|
||
Goodwill
|
1,767.0
|
|
|
1,757.7
|
|
||
Other intangible assets, net
|
525.3
|
|
|
543.8
|
|
||
Other non-current assets
|
477.7
|
|
|
480.0
|
|
||
Total assets
|
$
|
8,988.6
|
|
|
$
|
8,825.7
|
|
|
|
|
|
|
|
||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Notes payable and other short-term debt
|
$
|
515.3
|
|
|
$
|
441.4
|
|
Accounts payable and accrued expenses
|
1,790.7
|
|
|
1,866.4
|
|
||
Income taxes payable
|
93.8
|
|
|
49.4
|
|
||
Total current liabilities
|
2,399.8
|
|
|
2,357.2
|
|
||
|
|
|
|
|
|
||
Long-term debt
|
2,119.5
|
|
|
2,108.9
|
|
||
|
|
|
|
||||
Other non-current liabilities:
|
|
|
|
|
|
||
Retirement-related liabilities
|
302.7
|
|
|
312.9
|
|
||
Other
|
410.5
|
|
|
415.2
|
|
||
Total other non-current liabilities
|
713.2
|
|
|
728.1
|
|
||
|
|
|
|
|
|
||
Common stock
|
2.5
|
|
|
2.5
|
|
||
Capital in excess of par value
|
1,091.5
|
|
|
1,109.7
|
|
||
Retained earnings
|
4,482.4
|
|
|
4,210.1
|
|
||
Accumulated other comprehensive loss
|
(593.8
|
)
|
|
(610.2
|
)
|
||
Common stock held in treasury
|
(1,300.9
|
)
|
|
(1,158.4
|
)
|
||
Total BorgWarner Inc. stockholders’ equity
|
3,681.7
|
|
|
3,553.7
|
|
||
Noncontrolling interest
|
74.4
|
|
|
77.8
|
|
||
Total equity
|
3,756.1
|
|
|
3,631.5
|
|
||
Total liabilities and equity
|
$
|
8,988.6
|
|
|
$
|
8,825.7
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in millions, except share and per share amounts)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
$
|
2,329.2
|
|
|
$
|
2,031.9
|
|
|
$
|
4,597.8
|
|
|
$
|
4,016.1
|
|
Cost of sales
|
1,832.5
|
|
|
1,602.9
|
|
|
3,636.8
|
|
|
3,158.1
|
|
||||
Gross profit
|
496.7
|
|
|
429.0
|
|
|
961.0
|
|
|
858.0
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative expenses
|
202.3
|
|
|
167.4
|
|
|
390.7
|
|
|
335.6
|
|
||||
Other expense, net
|
25.0
|
|
|
19.1
|
|
|
36.7
|
|
|
20.3
|
|
||||
Operating income
|
269.4
|
|
|
242.5
|
|
|
533.6
|
|
|
502.1
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Equity in affiliates’ earnings, net of tax
|
(10.1
|
)
|
|
(11.1
|
)
|
|
(19.2
|
)
|
|
(19.6
|
)
|
||||
Interest income
|
(1.5
|
)
|
|
(1.6
|
)
|
|
(3.1
|
)
|
|
(3.3
|
)
|
||||
Interest expense and finance charges
|
21.4
|
|
|
17.6
|
|
|
42.7
|
|
|
27.6
|
|
||||
Earnings before income taxes and noncontrolling interest
|
259.6
|
|
|
237.6
|
|
|
513.2
|
|
|
497.4
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Provision for income taxes
|
84.2
|
|
|
80.2
|
|
|
164.6
|
|
|
152.3
|
|
||||
Net earnings
|
175.4
|
|
|
157.4
|
|
|
348.6
|
|
|
345.1
|
|
||||
Net earnings attributable to the noncontrolling interest, net of tax
|
11.0
|
|
|
9.3
|
|
|
20.1
|
|
|
18.1
|
|
||||
Net earnings attributable to BorgWarner Inc.
|
$
|
164.4
|
|
|
$
|
148.1
|
|
|
$
|
328.5
|
|
|
$
|
327.0
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share — basic
|
$
|
0.76
|
|
|
$
|
0.66
|
|
|
$
|
1.52
|
|
|
$
|
1.45
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share — diluted
|
$
|
0.76
|
|
|
$
|
0.65
|
|
|
$
|
1.51
|
|
|
$
|
1.44
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding (thousands):
|
|
|
|
|
|
|
|
||||||||
Basic
|
215,735
|
|
|
225,353
|
|
|
216,562
|
|
|
225,575
|
|
||||
Diluted
|
216,663
|
|
|
226,615
|
|
|
217,401
|
|
|
226,852
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net earnings attributable to BorgWarner Inc.
|
$
|
164.4
|
|
|
$
|
148.1
|
|
|
$
|
328.5
|
|
|
$
|
327.0
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(54.5
|
)
|
|
84.2
|
|
|
13.9
|
|
|
(165.6
|
)
|
||||
Hedge instruments*
|
1.7
|
|
|
(2.7
|
)
|
|
3.4
|
|
|
1.5
|
|
||||
Defined benefit postretirement plans*
|
0.6
|
|
|
(4.3
|
)
|
|
0.4
|
|
|
8.0
|
|
||||
Other*
|
(0.8
|
)
|
|
0.2
|
|
|
(1.3
|
)
|
|
0.2
|
|
||||
Total other comprehensive (loss) income attributable to BorgWarner Inc.
|
(53.0
|
)
|
|
77.4
|
|
|
16.4
|
|
|
(155.9
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income attributable to BorgWarner Inc.
|
111.4
|
|
|
225.5
|
|
|
344.9
|
|
|
171.1
|
|
||||
Comprehensive (loss) income attributable to the noncontrolling interest
|
(1.5
|
)
|
|
(0.7
|
)
|
|
0.1
|
|
|
(0.6
|
)
|
||||
Comprehensive income
|
$
|
109.9
|
|
|
$
|
224.8
|
|
|
$
|
345.0
|
|
|
$
|
170.5
|
|
*
|
Net of income taxes.
|
|
Six Months Ended
June 30,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
OPERATING
|
|
|
|
||||
Net earnings
|
$
|
348.6
|
|
|
$
|
345.1
|
|
Adjustments to reconcile net earnings to net cash flows from operations:
|
|
|
|
||||
Depreciation and amortization
|
193.4
|
|
|
158.0
|
|
||
Restructuring expense, net of cash paid
|
9.8
|
|
|
19.1
|
|
||
Gain on previously held equity interest
|
—
|
|
|
(10.8
|
)
|
||
Stock-based compensation expense
|
20.3
|
|
|
20.6
|
|
||
Deferred income tax provision
|
23.5
|
|
|
22.3
|
|
||
Equity in affiliates’ earnings, net of dividends received, and other
|
(24.3
|
)
|
|
(18.7
|
)
|
||
Net earnings adjusted for non-cash charges to operations
|
571.3
|
|
|
535.6
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Receivables
|
(123.1
|
)
|
|
(174.8
|
)
|
||
Inventories
|
(14.1
|
)
|
|
(41.1
|
)
|
||
Prepayments and other current assets
|
(0.9
|
)
|
|
(17.2
|
)
|
||
Accounts payable and accrued expenses
|
(54.3
|
)
|
|
28.8
|
|
||
Income taxes payable
|
(1.7
|
)
|
|
20.1
|
|
||
Other non-current assets and liabilities
|
(15.0
|
)
|
|
(32.1
|
)
|
||
Net cash provided by operating activities
|
362.2
|
|
|
319.3
|
|
||
|
|
|
|
|
|
||
INVESTING
|
|
|
|
|
|
||
Capital expenditures, including tooling outlays
|
(234.7
|
)
|
|
(285.0
|
)
|
||
Payment for business acquired, net of cash acquired
|
—
|
|
|
(12.6
|
)
|
||
Proceeds from asset disposals and other
|
5.8
|
|
|
2.5
|
|
||
Net cash used in investing activities
|
(228.9
|
)
|
|
(295.1
|
)
|
||
|
|
|
|
|
|
||
FINANCING
|
|
|
|
|
|
||
Net increase (decrease) in notes payable
|
65.2
|
|
|
(539.0
|
)
|
||
Additions to long-term debt, net of debt issuance costs
|
—
|
|
|
1,015.9
|
|
||
Repayments of long-term debt, including current portion
|
(9.3
|
)
|
|
(15.5
|
)
|
||
Payments for purchase of treasury stock
|
(183.8
|
)
|
|
(62.9
|
)
|
||
(Payments for) proceeds from stock-based compensation items
|
(3.3
|
)
|
|
0.4
|
|
||
Dividends paid to BorgWarner stockholders
|
(56.2
|
)
|
|
(58.7
|
)
|
||
Dividends paid to noncontrolling stockholders
|
(23.5
|
)
|
|
(18.1
|
)
|
||
Net cash (used in) provided by financing activities
|
(210.9
|
)
|
|
322.1
|
|
||
Effect of exchange rate changes on cash
|
(5.1
|
)
|
|
(36.2
|
)
|
||
Net (decrease) increase in cash
|
(82.7
|
)
|
|
310.1
|
|
||
Cash at beginning of year
|
577.7
|
|
|
797.8
|
|
||
Cash at end of period
|
$
|
495.0
|
|
|
$
|
1,107.9
|
|
|
|
|
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|||
Cash paid during the period for:
|
|
|
|
|
|||
Interest
|
$
|
44.8
|
|
|
$
|
24.8
|
|
Income taxes, net of refunds
|
$
|
143.7
|
|
|
$
|
75.8
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Gross R&D expenditures
|
$
|
104.4
|
|
|
$
|
94.2
|
|
|
$
|
205.0
|
|
|
$
|
186.6
|
|
Customer reimbursements
|
(19.4
|
)
|
|
(14.1
|
)
|
|
(34.7
|
)
|
|
(31.1
|
)
|
||||
Net R&D expenditures
|
$
|
85.0
|
|
|
$
|
80.1
|
|
|
$
|
170.3
|
|
|
$
|
155.5
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Restructuring expense
|
$
|
19.2
|
|
|
$
|
19.9
|
|
|
$
|
25.6
|
|
|
$
|
32.0
|
|
Merger and acquisition expense
|
7.2
|
|
|
—
|
|
|
13.0
|
|
|
—
|
|
||||
Gain on previously held equity interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
||||
Other income
|
(1.4
|
)
|
|
(0.8
|
)
|
|
(1.9
|
)
|
|
(0.9
|
)
|
||||
Other expense, net
|
$
|
25.0
|
|
|
$
|
19.1
|
|
|
$
|
36.7
|
|
|
$
|
20.3
|
|
|
June 30,
|
|
December 31,
|
||||
(in millions)
|
2016
|
|
2015
|
||||
Raw material and supplies
|
$
|
437.0
|
|
|
$
|
412.9
|
|
Work in progress
|
109.1
|
|
|
102.5
|
|
||
Finished goods
|
212.0
|
|
|
222.4
|
|
||
FIFO inventories
|
758.1
|
|
|
737.8
|
|
||
LIFO reserve
|
(13.5
|
)
|
|
(14.2
|
)
|
||
Inventories, net
|
$
|
744.6
|
|
|
$
|
723.6
|
|
|
June 30,
|
|
December 31,
|
||||
(in millions)
|
2016
|
|
2015
|
||||
Land, land use rights and buildings
|
$
|
806.7
|
|
|
$
|
779.9
|
|
Machinery and equipment
|
2,340.1
|
|
|
2,154.3
|
|
||
Capital leases
|
5.1
|
|
|
7.2
|
|
||
Construction in progress
|
344.7
|
|
|
386.4
|
|
||
Total property, plant and equipment, gross
|
3,496.6
|
|
|
3,327.8
|
|
||
Less: accumulated depreciation
|
(1,148.6
|
)
|
|
(1,036.8
|
)
|
||
Property, plant and equipment, net, excluding tooling
|
2,348.0
|
|
|
2,291.0
|
|
||
Tooling, net of amortization
|
154.8
|
|
|
157.1
|
|
||
Property, plant and equipment, net
|
$
|
2,502.8
|
|
|
$
|
2,448.1
|
|
(in millions)
|
2016
|
|
2015
|
||||
Beginning balance, January 1
|
$
|
107.9
|
|
|
$
|
132.0
|
|
Provisions
|
34.7
|
|
|
12.7
|
|
||
Acquisitions
|
3.9
|
|
|
(17.1
|
)
|
||
Payments
|
(30.8
|
)
|
|
(28.9
|
)
|
||
Translation adjustment
|
1.2
|
|
|
(7.9
|
)
|
||
Ending balance, June 30
|
$
|
116.9
|
|
|
$
|
90.8
|
|
|
June 30,
|
|
December 31,
|
||||
(in millions)
|
2016
|
|
2015
|
||||
Accounts payable and accrued expenses
|
$
|
70.6
|
|
|
$
|
70.6
|
|
Other non-current liabilities
|
46.3
|
|
|
37.3
|
|
||
Total product warranty liability
|
$
|
116.9
|
|
|
$
|
107.9
|
|
|
June 30,
|
|
December 31,
|
||||
(in millions)
|
2016
|
|
2015
|
||||
Short-term debt
|
|
|
|
|
|
||
Short-term borrowings
|
$
|
351.4
|
|
|
$
|
280.7
|
|
|
|
|
|
|
|
||
Long-term debt
|
|
|
|
|
|
||
5.75% Senior notes due 11/01/16 ($150 million par value)
|
$
|
150.9
|
|
|
$
|
152.2
|
|
8.00% Senior notes due 10/01/19 ($134 million par value)
|
140.8
|
|
|
138.5
|
|
||
4.625% Senior notes due 09/15/20 ($250 million par value)
|
254.0
|
|
|
245.6
|
|
||
1.80% Senior notes due 11/7/22 (€500 million par value)
|
549.6
|
|
|
536.8
|
|
||
3.375% Senior notes due 03/15/25 ($500 million par value)
|
495.3
|
|
|
495.1
|
|
||
7.125% Senior notes due 02/15/29 ($121 million par value)
|
118.8
|
|
|
118.7
|
|
||
4.375% Senior notes due 03/15/45 ($500 million par value)
|
493.2
|
|
|
493.0
|
|
||
Term loan facilities and other
|
80.8
|
|
|
89.7
|
|
||
Total long-term debt
|
2,283.4
|
|
|
2,269.6
|
|
||
Less: current portion
|
163.9
|
|
|
160.7
|
|
||
Long-term debt, net of current portion
|
$
|
2,119.5
|
|
|
$
|
2,108.9
|
|
Level 1:
|
Observable inputs such as quoted prices for identical assets or liabilities in active markets;
|
Level 2:
|
Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
|
Level 3:
|
Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
A.
|
Market approach:
Prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business.
|
B.
|
Cost approach:
Amount that would be required to replace the service capacity of an asset (replacement cost).
|
C.
|
Income approach:
Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing and excess earnings models).
|
|
|
|
Basis of fair value measurements
|
|
|
||||||||||||
(in millions)
|
Balance at
June 30, 2016
|
|
Quoted prices in active markets for identical items
(Level 1)
|
|
Significant other observable inputs
(Level 2)
|
|
Significant unobservable inputs
(Level 3)
|
|
Valuation technique
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
A
|
Interest rate swap contracts
|
$
|
8.6
|
|
|
$
|
—
|
|
|
$
|
8.6
|
|
|
$
|
—
|
|
|
A
|
Other long-term receivables (insurance settlement agreement note receivable)
|
$
|
81.4
|
|
|
$
|
—
|
|
|
$
|
81.4
|
|
|
$
|
—
|
|
|
C
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
A
|
Commodity contracts
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
A
|
|
|
|
Basis of fair value measurements
|
|
|
||||||||||||
(in millions)
|
Balance at
December 31, 2015
|
|
Quoted prices in active markets for identical items
(Level 1)
|
|
Significant other observable inputs
(Level 2)
|
|
Significant unobservable inputs
(Level 3)
|
|
Valuation
technique
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
A
|
Other long-term receivables (insurance settlement agreement note receivable)
|
$
|
81.2
|
|
|
$
|
—
|
|
|
$
|
81.2
|
|
|
$
|
—
|
|
|
C
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
8.7
|
|
|
$
|
—
|
|
|
$
|
8.7
|
|
|
$
|
—
|
|
|
A
|
Commodity contracts
|
$
|
10.4
|
|
|
$
|
—
|
|
|
$
|
10.4
|
|
|
$
|
—
|
|
|
A
|
Interest rate swap contracts
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
A
|
|
Commodity derivative contracts
|
||||||||
Commodity
|
Volume hedged June 30, 2016
|
|
Volume hedged December 31, 2015
|
|
Units of measure
|
|
Duration
|
||
Copper
|
2,707.3
|
|
|
6,273.2
|
|
|
Metric Tons
|
|
Dec -16
|
|
Interest rate swap contracts
|
||||||
(in millions)
|
Hedge Type
|
|
Notional Amount
|
|
Duration
|
||
Fixed to floating
|
Fair value
|
|
$
|
250.0
|
|
|
Sept - 20
|
Fixed to floating
|
Fair value
|
|
$
|
134.0
|
|
|
Oct - 19
|
Foreign currency derivatives (in millions)
|
||||||||||
Functional currency
|
|
Traded currency
|
|
Notional in traded currency
June 30, 2016
|
|
Notional in traded currency
December 31, 2015
|
|
Duration
|
||
|
|
|
|
|
|
|
|
|
||
Chinese renminbi
|
|
Euro
|
|
11.8
|
|
|
30.5
|
|
|
Dec - 16
|
Chinese renminbi
|
|
US dollar
|
|
24.3
|
|
|
13.8
|
|
|
Jul - 17
|
Euro
|
|
British pound
|
|
2.5
|
|
|
—
|
|
|
Dec - 16
|
Euro
|
|
Hungarian forint
|
|
1,706.0
|
|
|
3,434.5
|
|
|
Dec - 16
|
Euro
|
|
Japanese yen
|
|
1,795.5
|
|
|
487.1
|
|
|
Dec - 16
|
Euro
|
|
Polish zloty
|
|
43.2
|
|
|
—
|
|
|
Dec - 16
|
Euro
|
|
US dollar
|
|
26.1
|
|
|
30.1
|
|
|
Dec - 16
|
Japanese yen
|
|
Chinese renminbi
|
|
46.9
|
|
|
92.6
|
|
|
Dec - 16
|
Japanese yen
|
|
Korean won
|
|
2,555.6
|
|
|
5,998.9
|
|
|
Dec - 16
|
Japanese yen
|
|
US dollar
|
|
1.3
|
|
|
3.0
|
|
|
Dec - 16
|
Korean won
|
|
Euro
|
|
1.2
|
|
|
2.5
|
|
|
Dec - 16
|
Korean won
|
|
Japanese yen
|
|
319.9
|
|
|
—
|
|
|
Dec - 16
|
Korean won
|
|
US dollar
|
|
24.2
|
|
|
77.9
|
|
|
Dec - 16
|
Swedish krona
|
|
Euro
|
|
2.1
|
|
|
—
|
|
|
Dec - 16
|
US dollar
|
|
Mexican peso
|
|
135.6
|
|
|
469.0
|
|
|
Sept - 16
|
|
|
Assets
|
|
Liabilities
|
||||||||||||||||
(in millions)
|
|
Location
|
|
June 30,
2016
|
|
December 31, 2015
|
|
Location
|
|
June 30,
2016
|
|
December 31, 2015
|
||||||||
Foreign currency
|
|
Prepayments and other current assets
|
|
$
|
4.7
|
|
|
$
|
2.7
|
|
|
Accounts payable and accrued expenses
|
|
$
|
4.8
|
|
|
$
|
8.7
|
|
Commodity
|
|
Prepayments and other current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Accounts payable and accrued expenses
|
|
$
|
3.9
|
|
|
$
|
10.4
|
|
Interest rate swaps
|
|
Other non-current assets
|
|
$
|
8.6
|
|
|
$
|
—
|
|
|
Accounts payable and accrued expenses
|
|
$
|
—
|
|
|
$
|
2.7
|
|
(in millions)
|
|
Deferred gain (loss) in AOCI at
|
|
Gain (loss) expected to be reclassified to income in one year or less
|
||||||||
Contract Type
|
|
June 30, 2016
|
|
December 31, 2015
|
|
|||||||
Foreign currency
|
|
$
|
1.4
|
|
|
$
|
(0.1
|
)
|
|
$
|
1.4
|
|
Commodity
|
|
(0.7
|
)
|
|
(2.1
|
)
|
|
(0.7
|
)
|
|||
Net investment hedges
|
|
12.3
|
|
|
12.2
|
|
|
—
|
|
|||
Foreign currency denominated debt designated as a net investment hedge
|
|
(12.4
|
)
|
|
0.1
|
|
|
—
|
|
|||
Total
|
|
$
|
0.6
|
|
|
$
|
10.1
|
|
|
$
|
0.7
|
|
|
|
|
|
Gain (loss) reclassified
from AOCI to income
(effective portion)
|
|
|
|
Gain (loss)
recognized in income
(ineffective portion)
|
||||||||||||
(in millions)
|
|
|
|
Three Months Ended
|
|
|
|
Three Months Ended
|
||||||||||||
Contract Type
|
|
Location
|
|
June 30,
2016
|
|
June 30,
2015
|
|
Location
|
|
June 30,
2016
|
|
June 30,
2015
|
||||||||
Foreign currency
|
|
Sales
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
SG&A expense
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Foreign currency
|
|
Cost of goods sold
|
|
$
|
0.3
|
|
|
$
|
2.3
|
|
|
SG&A expense
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
Commodity
|
|
Cost of goods sold
|
|
$
|
(1.0
|
)
|
|
$
|
—
|
|
|
Cost of goods sold
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Gain (loss) reclassified
from AOCI to income
(effective portion)
|
|
|
|
Gain (loss)
recognized in income
(ineffective portion)
|
||||||||||||
(in millions)
|
|
|
|
Six Months Ended
|
|
|
|
Six Months Ended
|
||||||||||||
Contract Type
|
|
Location
|
|
June 30,
2016
|
|
June 30,
2015
|
|
Location
|
|
June 30,
2016
|
|
June 30,
2015
|
||||||||
Foreign currency
|
|
Sales
|
|
$
|
0.2
|
|
|
$
|
(0.3
|
)
|
|
SG&A expense
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
Foreign currency
|
|
Cost of goods sold
|
|
$
|
(0.2
|
)
|
|
$
|
3.8
|
|
|
SG&A expense
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Commodity
|
|
Cost of goods sold
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
Cost of goods sold
|
|
$
|
—
|
|
|
$
|
—
|
|
(in millions)
|
|
Three Months Ended
June 30, 2016
|
|
Six Months Ended
June 30, 2016
|
||||||||||||
Income Statement Classification
|
|
Gain (loss) on swaps
|
|
Gain (loss) on borrowings
|
|
Gain (loss) on swaps
|
|
Gain (loss) on borrowings
|
||||||||
Interest expense and finance charges
|
|
$
|
2.6
|
|
|
$
|
(2.6
|
)
|
|
$
|
11.3
|
|
|
$
|
(11.3
|
)
|
|
|
Pension benefits
|
|
Other postretirement
employee benefits
|
||||||||||||||||||||
(in millions)
|
|
2016
|
|
2015
|
|
|||||||||||||||||||
Three Months Ended June 30,
|
|
US
|
|
Non-US
|
|
US
|
|
Non-US
|
|
2016
|
|
2015
|
||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
|
2.4
|
|
|
3.3
|
|
|
2.7
|
|
|
3.5
|
|
|
0.9
|
|
|
1.4
|
|
||||||
Expected return on plan assets
|
|
(3.8
|
)
|
|
(6.3
|
)
|
|
(4.3
|
)
|
|
(6.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of unrecognized prior service credit
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
(1.4
|
)
|
||||||
Amortization of unrecognized loss
|
|
1.3
|
|
|
1.5
|
|
|
1.7
|
|
|
1.7
|
|
|
0.6
|
|
|
0.8
|
|
||||||
Net periodic benefit (income) cost
|
|
$
|
(0.3
|
)
|
|
$
|
2.7
|
|
|
$
|
(0.1
|
)
|
|
$
|
2.7
|
|
|
$
|
0.3
|
|
|
$
|
0.8
|
|
|
|
Pension benefits
|
|
Other postretirement
employee benefits
|
||||||||||||||||||||
(in millions)
|
|
2016
|
|
2015
|
|
|||||||||||||||||||
Six Months Ended June 30,
|
|
US
|
|
Non-US
|
|
US
|
|
Non-US
|
|
2016
|
|
2015
|
||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
8.2
|
|
|
$
|
—
|
|
|
$
|
7.4
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
|
4.8
|
|
|
6.5
|
|
|
5.5
|
|
|
7.1
|
|
|
1.9
|
|
|
2.8
|
|
||||||
Expected return on plan assets
|
|
(7.5
|
)
|
|
(12.6
|
)
|
|
(8.6
|
)
|
|
(12.4
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of unrecognized prior service credit
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|
(2.8
|
)
|
||||||
Amortization of unrecognized loss
|
|
2.5
|
|
|
3.1
|
|
|
3.3
|
|
|
3.4
|
|
|
1.1
|
|
|
1.5
|
|
||||||
Net periodic benefit (income) cost
|
|
$
|
(0.6
|
)
|
|
$
|
5.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
5.5
|
|
|
$
|
0.7
|
|
|
$
|
1.6
|
|
|
Shares under option
(thousands)
|
|
Weighted average exercise price
|
|
Weighted average remaining contractual life
(in years)
|
|
Aggregate intrinsic value
(in millions)
|
|||||
Outstanding and exercisable at December 31, 2015
|
1,267
|
|
|
$
|
16.59
|
|
|
0.9
|
|
$
|
33.7
|
|
Exercised
|
(165
|
)
|
|
$
|
16.81
|
|
|
|
|
|
||
Outstanding and exercisable at March 31, 2016
|
1,102
|
|
|
$
|
16.56
|
|
|
0.7
|
|
$
|
24.1
|
|
Exercised
|
(224
|
)
|
|
$
|
14.67
|
|
|
|
|
|
||
Outstanding and exercisable at June 30, 2016
|
878
|
|
|
$
|
17.04
|
|
|
0.5
|
|
$
|
10.9
|
|
|
Shares subject to restriction
(thousands)
|
|
Weighted average price
|
|||
Nonvested at December 31, 2015
|
1,326
|
|
|
$
|
53.18
|
|
Granted
|
668
|
|
|
$
|
29.61
|
|
Vested
|
(493
|
)
|
|
$
|
46.06
|
|
Forfeited
|
(19
|
)
|
|
$
|
42.84
|
|
Nonvested at March 31, 2016
|
1,482
|
|
|
$
|
45.03
|
|
Granted
|
25
|
|
|
$
|
38.62
|
|
Vested
|
(55
|
)
|
|
$
|
60.23
|
|
Forfeited
|
(12
|
)
|
|
$
|
47.22
|
|
Nonvested at June 30, 2016
|
1,440
|
|
|
$
|
44.32
|
|
(in millions)
|
|
Foreign currency translation adjustments
|
|
Hedge instruments
|
|
Defined benefit postretirement plans
|
|
Other
|
|
Total
|
||||||||||
Beginning balance, March 31, 2016
|
|
$
|
(352.8
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(190.1
|
)
|
|
$
|
2.4
|
|
|
$
|
(540.8
|
)
|
Comprehensive income (loss) before reclassifications
|
|
(54.5
|
)
|
|
0.4
|
|
|
0.1
|
|
|
(0.8
|
)
|
|
(54.8
|
)
|
|||||
Income taxes associated with comprehensive income (loss) before reclassifications
|
|
—
|
|
|
0.8
|
|
|
(1.1
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||
Reclassification from accumulated other comprehensive loss
|
|
—
|
|
|
0.5
|
|
|
2.0
|
|
|
—
|
|
|
2.5
|
|
|||||
Income taxes reclassified into net earnings
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Ending balance, June 30, 2016
|
|
$
|
(407.3
|
)
|
|
$
|
1.4
|
|
|
$
|
(189.5
|
)
|
|
$
|
1.6
|
|
|
$
|
(593.8
|
)
|
(in millions)
|
|
Foreign currency translation adjustments
|
|
Hedge instruments
|
|
Defined benefit postretirement plans
|
|
Other
|
|
Total
|
||||||||||
Beginning balance, March 31, 2015
|
|
$
|
(410.5
|
)
|
|
$
|
5.9
|
|
|
$
|
(215.0
|
)
|
|
$
|
2.7
|
|
|
$
|
(616.9
|
)
|
Comprehensive income (loss) before reclassifications
|
|
84.2
|
|
|
(1.4
|
)
|
|
(7.9
|
)
|
|
0.2
|
|
|
75.1
|
|
|||||
Income taxes associated with comprehensive income (loss) before reclassifications
|
|
—
|
|
|
0.3
|
|
|
1.8
|
|
|
—
|
|
|
2.1
|
|
|||||
Reclassification from accumulated other comprehensive loss
|
|
—
|
|
|
(2.3
|
)
|
|
2.6
|
|
|
—
|
|
|
0.3
|
|
|||||
Income taxes reclassified into net earnings
|
|
—
|
|
|
0.7
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Ending balance, June 30, 2015
|
|
$
|
(326.3
|
)
|
|
$
|
3.2
|
|
|
$
|
(219.3
|
)
|
|
$
|
2.9
|
|
|
$
|
(539.5
|
)
|
(in millions)
|
|
Foreign currency translation adjustments
|
|
Hedge instruments
|
|
Defined benefit postretirement plans
|
|
Other
|
|
Total
|
||||||||||
Beginning balance, December 31, 2015
|
|
$
|
(421.2
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(189.9
|
)
|
|
$
|
2.9
|
|
|
$
|
(610.2
|
)
|
Comprehensive income (loss) before reclassifications
|
|
13.9
|
|
|
1.9
|
|
|
(2.0
|
)
|
|
(1.3
|
)
|
|
12.5
|
|
|||||
Income taxes associated with comprehensive income (loss) before reclassifications
|
|
—
|
|
|
0.4
|
|
|
(0.2
|
)
|
|
—
|
|
|
0.2
|
|
|||||
Reclassification from accumulated other comprehensive loss
|
|
—
|
|
|
1.1
|
|
|
3.9
|
|
|
—
|
|
|
5.0
|
|
|||||
Income taxes reclassified into net earnings
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
|||||
Ending balance, June 30, 2016
|
|
$
|
(407.3
|
)
|
|
$
|
1.4
|
|
|
$
|
(189.5
|
)
|
|
$
|
1.6
|
|
|
$
|
(593.8
|
)
|
(in millions)
|
|
Foreign currency translation adjustments
|
|
Hedge instruments
|
|
Defined benefit postretirement plans
|
|
Other
|
|
Total
|
||||||||||
Beginning balance, December 31, 2014
|
|
$
|
(160.7
|
)
|
|
$
|
1.7
|
|
|
$
|
(227.3
|
)
|
|
$
|
2.7
|
|
|
$
|
(383.6
|
)
|
Comprehensive income (loss) before reclassifications
|
|
(165.6
|
)
|
|
5.2
|
|
|
6.6
|
|
|
0.2
|
|
|
(153.6
|
)
|
|||||
Income taxes associated with comprehensive income (loss) before reclassifications
|
|
—
|
|
|
(1.3
|
)
|
|
(2.2
|
)
|
|
—
|
|
|
(3.5
|
)
|
|||||
Reclassification from accumulated other comprehensive loss
|
|
—
|
|
|
(3.5
|
)
|
|
5.0
|
|
|
—
|
|
|
1.5
|
|
|||||
Income taxes reclassified into net earnings
|
|
—
|
|
|
1.1
|
|
|
(1.4
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||
Ending balance, June 30, 2015
|
|
$
|
(326.3
|
)
|
|
$
|
3.2
|
|
|
$
|
(219.3
|
)
|
|
$
|
2.9
|
|
|
$
|
(539.5
|
)
|
|
June 30,
|
|
December 31,
|
||||
(in millions)
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
||||
Other non-current assets
|
$
|
110.5
|
|
|
$
|
108.5
|
|
Total insurance assets
|
$
|
110.5
|
|
|
$
|
108.5
|
|
Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
49.8
|
|
|
$
|
47.7
|
|
Other non-current liabilities
|
60.7
|
|
|
60.8
|
|
||
Total accrued liabilities
|
$
|
110.5
|
|
|
$
|
108.5
|
|
|
|
Severance Accruals
|
||||||||||
(in millions)
|
|
Drivetrain
|
|
Engine
|
|
Total
|
||||||
Balance at December 31, 2015
|
|
$
|
25.3
|
|
|
$
|
4.1
|
|
|
$
|
29.4
|
|
Provision
|
|
2.3
|
|
|
1.0
|
|
|
3.3
|
|
|||
Cash payments
|
|
(17.3
|
)
|
|
(2.3
|
)
|
|
(19.6
|
)
|
|||
Translation adjustment
|
|
0.7
|
|
|
0.2
|
|
|
0.9
|
|
|||
Balance at March 31, 2016
|
|
$
|
11.0
|
|
|
$
|
3.0
|
|
|
$
|
14.0
|
|
Provision
|
|
2.4
|
|
|
4.6
|
|
|
7.0
|
|
|||
Cash payments
|
|
(5.3
|
)
|
|
(2.2
|
)
|
|
(7.5
|
)
|
|||
Translation adjustment
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|||
Balance at June 30, 2016
|
|
$
|
7.9
|
|
|
$
|
5.3
|
|
|
$
|
13.2
|
|
|
|
Severance Accruals
|
||||||||||
(in millions)
|
|
Drivetrain
|
|
Engine
|
|
Total
|
||||||
Balance at December 31, 2014
|
|
$
|
41.9
|
|
|
$
|
2.0
|
|
|
$
|
43.9
|
|
Provision
|
|
7.4
|
|
|
0.4
|
|
|
7.8
|
|
|||
Cash payments
|
|
(10.7
|
)
|
|
(0.9
|
)
|
|
(11.6
|
)
|
|||
Translation adjustment
|
|
(4.7
|
)
|
|
(0.2
|
)
|
|
(4.9
|
)
|
|||
Balance at March 31, 2015
|
|
$
|
33.9
|
|
|
$
|
1.3
|
|
|
$
|
35.2
|
|
Provision
|
|
6.8
|
|
|
2.6
|
|
|
9.4
|
|
|||
Cash payments
|
|
(25.9
|
)
|
|
(1.7
|
)
|
|
(27.6
|
)
|
|||
Translation adjustment
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|||
Balance at June 30, 2015
|
|
$
|
16.1
|
|
|
$
|
2.2
|
|
|
$
|
18.3
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in millions, except per share amounts)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to BorgWarner Inc.
|
$
|
164.4
|
|
|
$
|
148.1
|
|
|
$
|
328.5
|
|
|
$
|
327.0
|
|
Weighted average shares of common stock outstanding
|
215.735
|
|
|
225.353
|
|
|
216.562
|
|
|
225.575
|
|
||||
Basic earnings per share of common stock
|
$
|
0.76
|
|
|
$
|
0.66
|
|
|
$
|
1.52
|
|
|
$
|
1.45
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to BorgWarner Inc.
|
$
|
164.4
|
|
|
$
|
148.1
|
|
|
$
|
328.5
|
|
|
$
|
327.0
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of common stock outstanding
|
215.735
|
|
|
225.353
|
|
|
216.562
|
|
|
225.575
|
|
||||
Effect of stock-based compensation
|
0.928
|
|
|
1.262
|
|
|
0.839
|
|
|
1.277
|
|
||||
Weighted average shares of common stock outstanding including dilutive shares
|
216.663
|
|
|
226.615
|
|
|
217.401
|
|
|
226.852
|
|
||||
Diluted earnings per share of common stock
|
$
|
0.76
|
|
|
$
|
0.65
|
|
|
$
|
1.51
|
|
|
$
|
1.44
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Engine
|
$
|
1,444.2
|
|
|
$
|
1,413.0
|
|
|
$
|
2,843.4
|
|
|
$
|
2,793.9
|
|
Drivetrain
|
895.4
|
|
|
626.9
|
|
|
1,774.6
|
|
|
1,238.1
|
|
||||
Inter-segment eliminations
|
(10.4
|
)
|
|
(8.0
|
)
|
|
(20.2
|
)
|
|
(15.9
|
)
|
||||
Net sales
|
$
|
2,329.2
|
|
|
$
|
2,031.9
|
|
|
$
|
4,597.8
|
|
|
$
|
4,016.1
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Engine
|
$
|
234.8
|
|
|
$
|
228.0
|
|
|
$
|
468.2
|
|
|
$
|
458.4
|
|
Drivetrain
|
92.8
|
|
|
72.1
|
|
|
176.6
|
|
|
143.1
|
|
||||
Adjusted EBIT
|
327.6
|
|
|
300.1
|
|
|
644.8
|
|
|
601.5
|
|
||||
Restructuring expense
|
19.2
|
|
|
19.9
|
|
|
25.6
|
|
|
32.0
|
|
||||
Merger and acquisition expense
|
7.2
|
|
|
—
|
|
|
13.0
|
|
|
—
|
|
||||
Contract expiration gain
|
(7.5
|
)
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
||||
Gain on previously held equity interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
||||
Corporate, including equity in affiliates' earnings and stock-based compensation
|
29.2
|
|
|
26.6
|
|
|
60.9
|
|
|
58.6
|
|
||||
Interest income
|
(1.5
|
)
|
|
(1.6
|
)
|
|
(3.1
|
)
|
|
(3.3
|
)
|
||||
Interest expense and finance charges
|
21.4
|
|
|
17.6
|
|
|
42.7
|
|
|
27.6
|
|
||||
Earnings before income taxes and noncontrolling interest
|
259.6
|
|
|
237.6
|
|
|
513.2
|
|
|
497.4
|
|
||||
Provision for income taxes
|
84.2
|
|
|
80.2
|
|
|
164.6
|
|
|
152.3
|
|
||||
Net earnings
|
175.4
|
|
|
157.4
|
|
|
348.6
|
|
|
345.1
|
|
||||
Net earnings attributable to the noncontrolling interest, net of tax
|
11.0
|
|
|
9.3
|
|
|
20.1
|
|
|
18.1
|
|
||||
Net earnings attributable to BorgWarner Inc.
|
$
|
164.4
|
|
|
$
|
148.1
|
|
|
$
|
328.5
|
|
|
$
|
327.0
|
|
(in millions)
|
June 30,
2016
|
|
December 31, 2015
|
||||
Engine
|
$
|
4,172.2
|
|
|
$
|
4,018.0
|
|
Drivetrain
|
3,716.7
|
|
|
3,685.1
|
|
||
Total
|
7,888.9
|
|
|
7,703.1
|
|
||
Corporate *
|
1,099.7
|
|
|
1,122.6
|
|
||
Total assets
|
$
|
8,988.6
|
|
|
$
|
8,825.7
|
|
(millions of dollars)
|
|
|
||
Receivables, net
|
|
$
|
222.8
|
|
Inventories, net
|
|
195.3
|
|
|
Property, plant and equipment, net
|
|
196.6
|
|
|
Goodwill
|
|
591.0
|
|
|
Other intangible assets
|
|
412.6
|
|
|
Other assets and liabilities
|
|
(220.9
|
)
|
|
Accounts payable and accrued expenses
|
|
(168.4
|
)
|
|
Total consideration, net of cash acquired
|
|
1,229.0
|
|
|
|
|
|
||
Less: Assumed retirement-related liabilities
|
|
31.1
|
|
|
Less: Assumed debt
|
|
10.9
|
|
|
Cash paid, net of cash acquired
|
|
$
|
1,187.0
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Non-comparable items:
|
|
|
|
||||
Restructuring expense
|
$
|
(0.07
|
)
|
|
$
|
(0.08
|
)
|
Contract expiration gain
|
0.02
|
|
|
—
|
|
||
Merger and acquisition expense
|
(0.03
|
)
|
|
—
|
|
||
Tax adjustments
|
—
|
|
|
(0.02
|
)
|
||
Total impact of non-comparable items per share — diluted
|
$
|
(0.08
|
)
|
|
$
|
(0.10
|
)
|
|
SIx Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Non-comparable items:
|
|
|
|
||||
Restructuring expense
|
$
|
(0.09
|
)
|
|
$
|
(0.13
|
)
|
Contract expiration gain
|
0.02
|
|
|
—
|
|
||
Merger and acquisition expense
|
(0.06
|
)
|
|
—
|
|
||
Gain on previously held equity interest
|
—
|
|
|
0.05
|
|
||
Tax adjustments
|
0.01
|
|
|
(0.01
|
)
|
||
Total impact of non-comparable items per share — diluted
|
$
|
(0.12
|
)
|
|
$
|
(0.09
|
)
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Engine
|
$
|
1,444.2
|
|
|
$
|
1,413.0
|
|
|
$
|
2,843.4
|
|
|
$
|
2,793.9
|
|
Drivetrain
|
895.4
|
|
|
626.9
|
|
|
1,774.6
|
|
|
1,238.1
|
|
||||
Inter-segment eliminations
|
(10.4
|
)
|
|
(8.0
|
)
|
|
(20.2
|
)
|
|
(15.9
|
)
|
||||
Net sales
|
$
|
2,329.2
|
|
|
$
|
2,031.9
|
|
|
$
|
4,597.8
|
|
|
$
|
4,016.1
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Engine
|
$
|
234.8
|
|
|
$
|
228.0
|
|
|
$
|
468.2
|
|
|
$
|
458.4
|
|
Drivetrain
|
92.8
|
|
|
72.1
|
|
|
176.6
|
|
|
143.1
|
|
||||
Adjusted EBIT
|
327.6
|
|
|
300.1
|
|
|
644.8
|
|
|
601.5
|
|
||||
Restructuring expense
|
19.2
|
|
|
19.9
|
|
|
25.6
|
|
|
32.0
|
|
||||
Merger and acquisition expense
|
7.2
|
|
|
—
|
|
|
13.0
|
|
|
—
|
|
||||
Contract expiration gain
|
(7.5
|
)
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
||||
Gain on previously held equity interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
||||
Corporate, including equity in affiliates' earnings and stock-based compensation
|
29.2
|
|
|
26.6
|
|
|
60.9
|
|
|
58.6
|
|
||||
Interest income
|
(1.5
|
)
|
|
(1.6
|
)
|
|
(3.1
|
)
|
|
(3.3
|
)
|
||||
Interest expense and finance charges
|
21.4
|
|
|
17.6
|
|
|
42.7
|
|
|
27.6
|
|
||||
Earnings before income taxes and noncontrolling interest
|
259.6
|
|
|
237.6
|
|
|
513.2
|
|
|
497.4
|
|
||||
Provision for income taxes
|
84.2
|
|
|
80.2
|
|
|
164.6
|
|
|
152.3
|
|
||||
Net earnings
|
175.4
|
|
|
157.4
|
|
|
348.6
|
|
|
345.1
|
|
||||
Net earnings attributable to the noncontrolling interest, net of tax
|
11.0
|
|
|
9.3
|
|
|
20.1
|
|
|
18.1
|
|
||||
Net earnings attributable to BorgWarner Inc.
|
$
|
164.4
|
|
|
$
|
148.1
|
|
|
$
|
328.5
|
|
|
$
|
327.0
|
|
(in millions)
|
June 30,
2016
|
|
December 31, 2015
|
||||
Assets:
|
|
|
|
||||
Other non-current assets
|
$
|
110.5
|
|
|
$
|
108.5
|
|
Total insurance assets
|
$
|
110.5
|
|
|
$
|
108.5
|
|
Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
49.8
|
|
|
$
|
47.7
|
|
Other non-current liabilities
|
60.7
|
|
|
60.8
|
|
||
Total accrued liabilities
|
$
|
110.5
|
|
|
$
|
108.5
|
|
Item 1.
|
Legal Proceedings
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Issuer Purchases of Equity Securities
|
|||||||||||||
Period
|
|
Total number of shares purchased
|
|
Average price per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
|
|
Maximum number of shares that may yet be purchased under the plans or programs
|
|||||
Month Ended April 30, 2016
|
|
|
|
|
|
|
|
|
|||||
Common Stock Repurchase Program
|
|
377,317
|
|
|
$
|
36.39
|
|
|
377,317
|
|
|
8,070,098
|
|
Employee transactions
|
|
14,669
|
|
|
$
|
37.04
|
|
|
—
|
|
|
|
|
Month Ended May 31, 2016
|
|
|
|
|
|
|
|
|
|||||
Common Stock Repurchase Program
|
|
1,406,100
|
|
|
$
|
33.67
|
|
|
1,406,100
|
|
|
6,663,998
|
|
Employee transactions
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
Month Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|||||
Common Stock Repurchase Program
|
|
1,515,655
|
|
|
$
|
32.30
|
|
|
1,515,655
|
|
|
5,148,343
|
|
Employee transactions
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
Item 6.
|
Exhibits
|
|
|
|
|
|
|
|
|
|
Exhibit 10.1
|
|
First Amendment to the BorgWarner Inc. 2014 Stock Incentive Plan (incorporated by reference to Appendix B to Company’s Definitive Proxy filed on March 18, 2016).
|
|
|
|
|
|
Exhibit 31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer.*
|
|
|
|
|
|
Exhibit 31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer.*
|
|
|
|
|
|
Exhibit 32.1
|
|
Section 1350 Certifications.*
|
|
|
|
|
|
Exhibit 101.INS
|
|
XBRL Instance Document.*
|
|
|
|
|
|
Exhibit 101.SCH
|
|
XBRL Taxonomy Extension Schema Document.*
|
|
|
|
|
|
Exhibit 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.*
|
|
|
|
|
|
Exhibit 101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.*
|
|
|
|
|
|
Exhibit 101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.*
|
|
|
|
|
|
Exhibit 101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.*
|
|
|
|
|
|
|
|
|
BorgWarner Inc.
|
|
|
|
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By
|
|
/s/ Steven G. Carlson
|
|
|
|
|
(Signature)
|
|
|
|
|
|
|
|
|
|
Steven G. Carlson
|
|
|
|
|
|
|
|
|
|
Vice President and Controller
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|