8-K

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: May 2, 2008

BORGWARNER INC.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation) 1-12162 (Commission File No.) 13-3404508 (IRS Employer Identification No.)

3850 Hamlin Road

Auburn Hills, MI 48326

(Address of principal executive offices)

Registrant's telephone number, including area code:

(248) 754-9200

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 2.02.   Results of Operations and Financial Condition

On May 2, 2008, BorgWarner Inc. released its financial results for the quarter ended March 31, 2008.  A copy of BorgWarner Inc.’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference (the “Press Release”).

The information provided in the response to this Item 2.02 and the accompanying Exhibit 99.1 are being furnished under Item 2.02 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference in such filing.

Item 5.02    Departure of Directors or Certain Officers

 Effective April 30, 2008, Mr. Paul E. Glaske retired as a director of BorgWarner, Inc. Mr. Glaske served as a director since 1994and retired in accordance with the Company’s corporate governance guideline that addresses non-employee director retirement.

Item 7.01    Regulation FD Disclosure

On April 30, 2008, BorgWarner Inc. announced that its Board of Directors had authorized the repurchase of up to 5.0 million shares.  This authorization, together with amounts available under previous authorizations, provides a total repurchase authorization of up to 5 million shares.  Purchases may be made in the open market at prevailing prices at times and in amounts determined by management as market conditions and the Company’s capital position warrant.  A copy of BorgWarner Inc.’s press release regarding such stock repurchase authorization is attached hereto as Exhibit 99.2 and is hereby incorporated by reference.

The information provided in the response to this Item 7.01 and the accompanying Exhibit 99.2 are being furnished under Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.   Financial Statements and Exhibits

(d)           Exhibits.  The following exhibits are being furnished as part of this Report.

Exhibit Number	Description
10.1	Third Amendment and Waiver dated April 27, 2007 to the Second Amended and Restated Receivables Loan Agreement
10.2	Fourth Amendment dated as of April 25, 2008 to Second Amended and Restated Receivables Loan Agreement
99.1	Press release issued by BorgWarner Inc. dated May 2, 2008
99.2	Press release issued by BorgWarner Inc. dated April 30, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

BORGWARNER INC.

/s/ John J. Gasparovic

John J. Gasparovic

Vice President, General Counsel & Secretary

Dated: May 2, 2008

EX-10.1

Third Amendment and Waiver

Dated as of April 27, 2007

to

Second Amended and Restated Receivables Loan Agreement

This Third Amendment and Waiver (the “Amendment”), dated as of April 27, 2007, is entered into among BWA Receivables Corporation (the “Borrower”), BorgWarner Inc. (“BWI” and in its capacity as Collection Agent, the “Collection Agent”), Windmill Funding Corporation, a Delaware corporation (“Windmill”), the Bank listed on the signature page hereof (the “Bank”) and ABN AMRO Bank N.V., as agent for Windmill, and the Bank (the “Agent”).

Reference is hereby made to that certain Second Amended and Restated Receivables Loan Agreement, dated as of December 6, 2004 (as amended, supplemented or otherwise modified through the date hereof, the “Loan Agreement”), among the Borrower, the Collection Agent, Windmill, the Bank and the Agent.  Terms used herein and not otherwise defined herein which are defined in each Amended Agreement or other Transaction Documents (as defined in the Loan Agreement) shall have the same meaning herein as defined therein.

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.    Upon execution by the parties hereto in the space provided for that purpose below, the Loan Agreement shall be, and it hereby is, amended as follows:

(a)    The date “April 27, 2007” appearing in clause (iv) of the defined term “Bank Termination Date” appearing in Article I to the Loan Agreement is deleted and replaced with the date “April 25, 2008”.

(b)     The date “April 27, 2007” appearing in the clause (i) of the defined term “Loan Amortization Date” appearing in Article I of the Loan Agreement is deleted and replaced with the date “April 25, 2008”.

Section 2.   The Agent, Windmill and the Bank hereby waive the right of the Agent in the last sentence of Section 6.1(e) of the Loan Agreement to conduct an annual audit of the Records of the Borrower and/or make test audit of verifications of the Receivables for the fiscal year ended December 31, 2007.  Such waiver shall only be effective for such fiscal year, and shall not be construed to be a waiver of any right of the Agent under Section 6.1(e) of the Loan Agreement for any other period.

Section 3.   This Amendment shall become effective as of the date first stated above once the Agent has received executed counterparts hereof from each of the parties hereto.

Section 4.   The Loan Agreement, as amended and supplemented hereby or as contemplated herein, and all rights and powers created thereby and thereunder or under the other Transaction Documents (as defined in the Loan Agreement) and all other documents executed in connection therewith, are in all respects ratified and confirmed.  From and after the date hereof, the Loan Agreement shall be amended and supplemented as herein provided, and, except as so amended and supplemented, the Loan Agreement, each of the other Transaction Documents and all other documents executed in connection therewith shall remain in full force and effect.

Section 5.  This Amendment may be executed in two or more counterparts, each of which shall constitute an original but both or all of which, when taken together, shall constitute but one instrument.

Section 6.  This Amendment shall be governed and construed in accordance with the internal laws of the State of Illinois.

[Signature Pages to Follow]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

ABN AMRO BANK N.V., as the Agent and as a Bank

By: /s/ ABN AMRO BANK N.V.

Title:

WINDMILL FUNDING CORPORATION

By: /s/ WINDMILL FUNDING CORPORATION

Title:

BWA RECEIVABLES CORPORATION

By: /s/ BWA RECEIVABLES CORPORATION

Title:

BORGWARNER INC.

By: /s/ BORGWARNER INC.

Title:

EX-10.2

FOURTH AMENDMENT

Dated as of April 25, 2008

To

SECOND AMENDED AND RESTATED RECEIVABLES LOAN AGREEMENT

This Fourth Amendment (the “Amendment”), dated as of April 25, 2008, is entered into among BWA Receivables Corporation (the “Borrower”), BorgWarner Inc. (“BWI” and in its capacity as Collection Agent, the “Collection Agent”), Windmill Funding Corporation, a Delaware corporation (“Windmill”), the Bank listed on the signature page hereof (the “Bank”) and ABN AMRO Bank N.V., as agent for Windmill, and the Bank (the “Agent”).

Reference is hereby made to that certain Second Amended and Restated Receivables Loan Agreement, dated as of December 6, 2004 (as amended, supplemented or otherwise modified through the date hereof, the “Loan Agreement”), among the Borrower, the Collection Agent, Windmill, the Bank and the Agent.  Terms used herein and not otherwise defined herein which are defined in each Amended Agreement or the other Transaction Documents (as defined in the Loan Agreement) shall have the same meaning herein as defined therein.

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.  Upon execution by the parties hereto in the space provided for that purpose below, the Loan Agreement shall be, and it hereby is, amended as follows:

(a)   The date “April 25, 2008” appearing in clause (iv) of the defined term “Bank Termination Date” appearing in Article I to the Loan Agreement is deleted and replaced with the date “April 24, 2009:.

(b)   The date “April 25, 2008” appearing in clause (i) of the defined term “Loan Amortization Date” appearing in Article I of the Loan Agreement is deleted and replaced with the date “April 24, 2009”.

Section 2.  This Amendment shall become effective as of the date first stated above once the Agent has received executed counterparts hereof from each of the parties hereto.

Section 3.  The Loan Agreement, as amended and supplemented hereby or as contemplated herein, and all rights and powers created thereby and thereunder or under the other Transaction Documents (as defined in the Loan Agreement) and all other documents executed in connection therewith, are in all respects ratified and confirmed.  From and after the date hereof, the Loan Agreement shall be amended and supplemented as herein provided, and, except as so amended and supplemented, the Loan Agreement, each of the other Transaction Documents and all other documents executed in connection therewith shall remain in full force and effect.

Section 4.  This Amendment may be executed in two or more counterparts, each of which shall constitute an original but both or all of which, when taken together, shall constitute but one instrument.

Section 5.  This Amendment shall be governed and construed in accordance with the internal laws of the State of Illinois.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

ABN AMRO BANK N.V., as the Agent and as a Bank

By: /s/ ABN AMRO BANK N.V.

Title:

WINDMILL FUNDING CORPORATION

By: /s/ WINDMILL FUNDING CORPORATION

Title:

BWA RECEIVABLES CORPORATION

By: /s/ BWA RECEIVABLES CORPORATION

Title:

BORGWARNER INC.

By: /s/ BORGWARNER INC.

Title:

EX-99.1

Immediate Release

Contact   Mary Brevard:  (248) 754-0881

BORGWARNER GROWTH DRIVES RECORDFIRST QUARTER RESULTS;

COMPANY REAFFIRMS 2008 GUIDANCE

Auburn Hills, Michigan, May 2, 2008 – BorgWarner Inc. (NYSE:  BWA) today reported record sales and earnings for the first quarter of 2008.  Demand for its fuel-efficient technologies in Europe and Asia drove the global powertrain systems supplier’s strong results, despite weak auto sales in North America.

First Quarter Highlights:

·   Record sales of $1,498.9 million, up 17% from first quarter 2007, or 8% excluding currency

·   Sales outside of the U.S. grew 15% over first quarter 2007, excluding the impact of currency

·   Record earnings of $0.75 per diluted share, up 50% from first quarter 2007 adjusted for a two-for-one stock split on December 17, 2007.

·   Operating income margin of 8.5%

·   2008 earnings guidance of $2.85 to $3.00 per diluted share reaffirmed

Comment and Outlook:  “The year got off to a strong start, with excellent results in Europe and Asia,” said Tim Manganello, Chairman and CEO.  “Despite recession worries, we are seeing stable growth driven by our product technologies that improve fuel economy, lower emissions and provide better vehicle performance.   Our sales outside of the U.S. were up 15%, excluding the impact of currency, compared with vehicle production outside of the U.S. that was up only 4%.  Our sales in the U.S. declined 4% due to lower U.S. vehicle production, which was down 8%.”

Commenting on the remainder of the year, Manganello pointed to the Company’s reaffirmation of its 2008 earnings guidance in the range of $2.85 to $3.00 per diluted share, which implies earnings growth of 20% to 25% compared with 2007.  “We expect 2008 to be another record year for BorgWarner,” he said.  “Consumers want better fuel economy and reduced emissions in every region of the world. These needs are driving demand for BorgWarner’s leading powertrain technologies like turbochargers and dual-clutch transmission modules for which we are launching new programs and expanding capacity. The strength of the platforms we are on has allowed us to more than offset general vehicle schedule declines, and will enable our continued growth to outpace that of the industry in the future.”

- more -

Financial Results:  For first quarter 2008, sales were up 17% to $1,498.9 million, compared with $1,277.8 million in first quarter 2007.  Net income in the quarter was $88.7 million, or $0.75 per diluted share, compared with $58.4 million, or $0.50 per diluted share in first quarter 2007 adjusted for the two-for-one stock split on December 17, 2007. The impact of foreign currencies, primarily the Euro, increased sales by $115.3 in first quarter 2008 compared with first quarter 2007, and net income by $7.3 million, or $0.06 per diluted share adjusted for the two-for-one stock split.

Operating income was $126.7 million, or 8.5% of sales, in first quarter 2008 versus $89.9 million, or 7.0% of sales, in first quarter 2007.  First quarter 2007 operating income and net income were negatively impacted by a warranty related charge of $14.0 million pre-tax or $0.085 per diluted share.  Research and development spending was $57.5 million in the quarter versus $50.9 million in 2007.

Net cash provided by operating activities was $74.5 million in first quarter 2008 versus $82.6 million in first quarter 2007. Investments in capital expenditures, including tooling outlays, totaled $75.4 million for the quarter, compared with $58.3 million for the same period in 2007.  The company also repurchased $13.5 million of its stock during the quarter.

Balance sheet debt increased by $93 million and cash increased by $15 million in first quarter 2008 compared with the end of 2007.

Engine Group Results:  Strong global demand for its turbochargers boosted Engine Group first quarter 2008 sales 23% versus first quarter 2007 to $1,098.1 million with earnings before interest and taxes at $137.9 million. Sales outside of the U.S. were up 16% excluding the impact of foreign currencies.  Demand outside of the U.S. for the group’s engine timing, ignition, emissions and thermal products helped offset lower domestic sales of those products, which were lower primarily due to lower domestic vehicle production. 

Drivetrain Group Results:  First quarter 2008 sales were up 5% versus first quarter 2007 to $409.8 million with earnings before interest and income taxes at $18.3 million. Sales outside of the U.S. were up 12%, excluding the impact of foreign currencies, as the group continued to benefit from increased demand for dual-clutch transmission and torque transfer products. Sales in the U.S. were down 10% primarily due to lower domestic vehicle production. The decline in the group’s earnings before interest and taxes in the quarter was related to challenging new product launches outside of the U.S. and lower North American sales of light trucks and SUVs equipped with our products.

Recent Highlights:  Continued global expansion to meet the demand for its fuel efficient products saw BorgWarner expanding, breaking ground or opening a number of facilities in recent months.  In the Engine segment, BorgWarner Turbo & Emissions Systems broke ground for a new production facility in Rzeszów, Poland.  BorgWarner Thermal Systems opened a new facility in Ningbo, China and broke ground for a new facility near Chennai, India.

- more -

In addition, the company’s Board of Directors approved the investment of approximately $125 million to increase its global turbocharger capacity by more than three million units over the next several years. The increased capacity will support new business awards in North America, Europe and Asia.  The projects include new facilities to produce turbochargers in Mexico for Ford and in Thailand for a major Japanese automaker.  Expansion of facilities in Hungary and Poland will provide turbochargers for both diesel and gasoline engine programs in Europe. The world market for turbochargers is expected to grow over 40% in the next five years.

 To serve the growing market for dual-clutch transmission technology, BorgWarner opened its second manufacturing facility on its Drivetrain campus in Arnstadt, Germany, doubling the manufacturing area of the current site.  Construction is also underway for a new Drivetrain facility in Ramos, Mexico.  The facility will produce dual-clutch transmission modules to serve the North American market in addition to other drivetrain products.

In other action, the company’s Board of Directors authorized the repurchase of an additional 5 million shares of common stock.  The new authorization was made in anticipation of exhausting the limited number of shares that remain available under the previous program authorized in 2000. The company has maintained share repurchase programs since 1997.

At 9:30 a.m. ET today, a brief conference call concerning first quarter results will be webcast at: http://www.borgwarner.com/invest/webcasts.shtml.

Auburn Hills, Michigan-based BorgWarner Inc. (NYSE: BWA) is a product leader in highly engineered components and systems for vehicle powertrain applications worldwide.  The FORTUNE 500 company operates manufacturing and technical facilities in 64 locations in 17 countries.  Customers include VW/Audi, Ford, Toyota, Renault/Nissan, General Motors, Hyundai/Kia, Daimler, Chrysler, Fiat, BMW, Honda, John Deere, PSA, and MAN. The Internet address for BorgWarner is: http://www.borgwarner.com.

Additional Important Information

Statements contained in this news release 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," variations of such words and similar expressions are intended to identify such forward-looking statements.  Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements.  Such risks and uncertainties include: fluctuations in domestic or foreign vehicle production, the continued use of outside suppliers, fluctuations in demand for vehicles containing our products, changes in general economic conditions, and other risks detailed in our filings with the Securities and Exchange Commission, including the Risk Factors, identified in our most recently filed Annual Report on Form 10-K.  We do not undertake any obligation to update any forward-looking statements.

Financial Tables Follow

BorgWarner Inc.
Condensed Consolidated Statement of Operations (Unaudited)
(millions of dollars, except per share data)
	Three Months Ended
	March 31,
	2008			2007
Net Sales	$	1,498.9		$	1,277.8
Cost of Sales		1,215.4			1,061.9
Gross profit		283.5			215.9
Selling, general and administrative expenses		155.7			126.7
Other (income) expense		1.1			(0.7	)
Operating income		126.7			89.9
Equity in affiliates' earnings, net of tax		(9.1	)		(9.2	)
Interest expense and finance charges		6.5			8.9
Earnings before income taxes and minority interest		129.3			90.2
Provision for income taxes		33.6			24.4
Minority interest, net of tax		7.0			7.4
Net earnings	$	88.7		$	58.4
Earnings per share - Diluted	$	0.75		$	0.50
Weighted average shares outstanding -
Diluted (millions)		118.5			117.2
Supplemental Information (Unaudited)
(millions of dollars)
	Three Months Ended
	March 31,
	2008			2007
Capital expenditures, including tooling outlays	$	75.4		$	58.3
Depreciation and amortization:
Fixed assets and tooling	$	66.8		$	60.2
Other		5.4			4.1
	$	72.2		$	64.3

BorgWarner Inc.
Net Sales by Reporting Segment (Unaudited)
(millions of dollars)
	Three Months Ended
	March 31,
	2008			2007
Engine	$	1,098.1		$	894.1
Drivetrain		409.8			392.0
Inter-segment eliminations		(9.0	)		(8.3	)
Operations	$	1,498.9		$	1,277.8
Segment Earnings Before Interest and Income Taxes (Unaudited)
(millions of dollars)
	Three Months Ended
	March 31,
	2008			2007
Engine	$	137.9		$	85.3
Drivetrain		18.3			27.7
Segment earnings before interest and income taxes
("Segment EBIT")		156.2			113.0
Corporate expenses, net of equity in affiliates' earnings		20.4			13.9
Consolidated earnings before interest and taxes ("EBIT")		135.8			99.1
Interest expense and finance charges		6.5			8.9
Earnings before income taxes and minority interest		129.3			90.2
Provision for income taxes		33.6			24.4
Minority interest, net of tax		7.0			7.4
Net earnings	$	88.7		$	58.4

BorgWarner Inc.
Condensed Consolidated Balance Sheet (Unaudited)
(millions of dollars)
	March 31, 2008		December 31, 2007
Assets
Cash	$	203.4	$	188.5
Marketable securities		11.8		14.6
Receivables, net		955.1		802.4
Inventories, net		471.8		447.6
Other current assets		125.0		127.2
Total current assets		1,767.1		1,580.3
Property, plant and equipment, net		1,672.2		1,609.1
Other non-current assets		1,847.9		1,769.1
Total assets	$	5,287.2	$	4,958.5
Liabilities and Stockholders' Equity
Notes payable	$	144.3	$	63.7
Current portion of long-term debt		138.6		-
Accounts payable and accrued expenses		1,035.6		993.0
Income taxes payable		17.9		27.2
Total current liabilities		1,336.4		1,083.9
Long-term debt		446.7		572.6
Other non-current liabilities		902.7		863.0
Minority interest in consolidated subsidiaries		122.0		117.9
Stockholders' equity		2,479.4		2,321.1
Total liabilities and stockholders' equity	$	5,287.2	$	4,958.5

BorgWarner Inc.
Condensed Consolidated Statements of Cash Flow (Unaudited)
(millions of dollars)
	Three Months Ended
	March 31,
	2008			2007
Operating
Net earnings	$	88.7		$	58.4
Non-cash charges (credits) to operations:
Depreciation and amortization		72.2			64.3
Deferred income tax loss (benefit)		4.0			(7.0	)
Other non-cash items		9.9			11.0
Net earnings adjusted for non-cash charges to operations		174.8			126.7
Changes in assets and liabilities		(100.3	)		(44.1	)
Net cash provided by operating activities		74.5			82.6
Investing
Capital expenditures, including tooling outlays		(75.4	)		(58.3	)
Net proceeds from asset disposals		0.3			2.1
Purchases of marketable securities		-			(12.5	)
Proceeds from sale of marketable securities		3.7			14.4
Net cash used in investing activities		(71.4	)		(54.3	)
Financing
Net increase (decrease) in notes payable		79.0			(39.7	)
Net change in long-term debt		(5.1	)		12.5
Payment for purchase of treasury stock		(13.5	)		-
Proceeds from stock options exercised, net of tax benefit		2.7			13.1
Dividends paid to BorgWarner stockholders		(12.8	)		(9.8	)
Dividends paid to minority shareholders		(8.2	)		(10.9	)
Net cash (used in) provided by financing activities		42.1			(34.8	)
Effect of exchange rate changes on cash		(30.3	)		1.3
Net increase (decrease) in cash		14.9			(5.2	)
Cash at beginning of year		188.5			123.3
Cash at end of year	$	203.4		$	118.1

EX-99.2

Immediate Release

Contact:  Mary Brevard

(248) 754-0881

BORGWARNER BOARD AUTHORIZES REPURCHASE OF 5 MILLION SHARES

Auburn Hills, Michigan, April 30, 2008 – BorgWarner Inc. (NYSE: BWA) today announced that its board of directors has authorized the purchase of up to 5 million shares of the company’s common stock.  The new authorization was made in anticipation of exhausting the limited number of shares that remain available under the previous program authorized in 2000.  The company has maintained share repurchase programs since 1997.

The shares will be purchased in the open market at prevailing prices and at times and amounts to be determined by management as market conditions and its capital position warrant.  Purchased shares will be placed in treasury and may subsequently be reissued for general corporate purposes.

Auburn Hills, Michigan-based BorgWarner Inc. (NYSE: BWA) is a product leader in highly engineered components and systems for vehicle powertrain applications worldwide.  The FORTUNE 500 company operates manufacturing and technical facilities in 64 locations in 17 countries.  Customers include VW/Audi, Ford, Toyota, Renault/Nissan, General Motors, Hyundai/Kia, Daimler, Chrysler, Fiat, BMW, Honda, John Deere, PSA, and MAN. The Internet address for BorgWarner is: http://www.borgwarner.com.

# # #

Statements contained in this news release 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," variations of such words and similar expressions are intended to identify such forward-looking statements.  Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements.  Such risks and uncertainties include: fluctuations in domestic or foreign vehicle production, the continued use of outside suppliers, fluctuations in demand for vehicles containing our products, changes in general economic conditions, and other risks detailed in our filings with the Securities and Exchange Commission, including the Risk Factors, identified in our most recently filed Annual Report on Form 10-K.  We do not undertake any obligation to update any forward-looking statements.