Delaware (State or other jurisdiction of incorporation) | 1-12162 (Commission File No.) | 13-3404508 (IRS Employer Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit Number | Description |
99.1 | Press release regarding earnings issued by BorgWarner Inc. dated April 25, 2013 |
BorgWarner Inc. | ||
Date: April 25, 2013 | By: | /s/ John J. Gasparovic |
Name: John J. Gasparovic | ||
Title: Secretary |
EXHIBIT INDEX | |
Exhibit Number | Description |
99.1 | Press release regarding earnings issued by BorgWarner Inc. dated April 25, 2013 |
Immediate Release |
Contact: Ken Lamb |
248.754.0884 |
• | Net sales of $1,851 million. |
◦ | Excluding the negative impact of foreign currencies and 2012 dispositions, net sales were down approximately 1% compared with first quarter 2012. |
• | U.S. GAAP net earnings of $1.22 per diluted share. |
◦ | Excluding $(0.08) per diluted share of net non-comparable items, net earnings were $1.30 per diluted share, up 2% from first quarter 2012 on a comparable basis and a new first quarter record for the company. |
• | Operating income of $199 million. |
◦ | Excluding $17 million of pre-tax costs related to non-comparable items, operating income was $216 million, or 11.7% of net sales. |
• | Repurchased approximately $50 million of shares in the quarter. |
Net earnings per diluted share | First Quarter | First Nine Months | ||||||||||||||
2013 | 2012 | 2012 | 2011 | |||||||||||||
Non – U.S. GAAP | $ | 1.30 | $ | 1.28 | $ | 3.81 | $ | 3.26 | ||||||||
Reconciliations: | ||||||||||||||||
Retirement related obligations | (0.03 | ) | (0.37 | ) | ||||||||||||
Program termination agreement | (0.06 | ) | (0.17 | ) | ||||||||||||
Tax adjustments | 0.01 | (0.13 | ) | 0.05 | ||||||||||||
U.S. GAAP | $ | 1.22 | $ | 1.28 | $ | 1.22 | * | $ | 1.28 | |||||||
*Does not add due to rounding |
• | On April 24, 2013, the company's Board of Directors authorized the purchase of up to 5 million additional shares of the company's common stock on the open market. |
• | On April 15, 2013, BorgWarner's regulated three-stage (R3S) turbocharging system was named a winner of the prestigious 2013 Automotive News PACE Award at a ceremony held in Detroit, Michigan. BorgWarner also received a PACE Innovation Partnership Award for its collaboration with BMW on the R3S turbocharging system for diesel engines. Recognized around the world as a symbol of excellence, the annual Automotive News PACE (Premier Automotive Suppliers' Contribution to Excellence) Awards acknowledge automotive suppliers for superior innovation, technological advancement and business performance. |
• | BorgWarner has opened its new production facility and engineering center in Itatiba City, Brazil. The new campus will produce several technologies for passenger cars and commercial vehicles such as turbochargers, viscous fans and fan drives, engine timing systems and emissions technologies. BorgWarner’s new facilities are located 80 km northwest of São Paulo and are twice as big as its former facility in Campinas. |
• | BorgWarner supplies its latest turbocharging technology for a new generation of medium-duty engines from Mercedes-Benz, the first commercial vehicle manufacturer to achieve Euro VI compliance for all of its medium- and heavy-duty engines. |
• | BorgWarner's advanced technologies drive the 2013 North American Car and Truck/Utility of the Year winners: the Cadillac ATS and Ram 1500. For the Cadillac ATS, BorgWarner supplies friction plates and one-way clutches for the 6-speed automatic transmission and Torque-On-Demand® (TOD®) transfer cases and controls for all-wheel drive models. For the Ram 1500, BorgWarner produces viscous fan drives for the V8 engine, timing systems for models equipped with Pentastar engines, friction plates for the 8-speed automatic transmission and TOD® transfer case systems for four-wheel drive models. |
• | BorgWarner Turbo Systems received a Daimler Supplier Award 2012 in recognition of outstanding performance in quality, costs and delivery reliability. BorgWarner supplies a variety of turbocharging technologies to Mercedes-Benz, including regulated two-stage (R2S®) and twin scroll turbochargers. |
• | Two BorgWarner facilities received 2012 Supplier Quality Excellence Awards from General Motors (GM). Presented to about 7% of GM’s suppliers, the new award recognizes supplier manufacturing locations for achieving consistently high levels of quality that exceed defined customer quality performance criteria. |
BorgWarner Inc. | |||||||
Condensed Consolidated Statements of Operations (Unaudited) | |||||||
(millions, except per share amounts) | |||||||
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Net sales | $ | 1,851.1 | $ | 1,912.5 | |||
Cost of sales | 1,476.4 | 1,516.7 | |||||
Gross profit | 374.7 | 395.8 | |||||
Selling, general and administrative expenses | 159.3 | 169.0 | |||||
Other (income) expense | 16.9 | 1.1 | |||||
Operating income | 198.5 | 225.7 | |||||
Equity in affiliates’ earnings, net of tax | (9.7 | ) | (9.2 | ) | |||
Interest income | (1.0 | ) | (1.4 | ) | |||
Interest expense and finance charges | 9.7 | 15.1 | |||||
Earnings before income taxes and noncontrolling interest | 199.5 | 221.2 | |||||
Provision for income taxes | 50.9 | 57.5 | |||||
Net earnings | 148.6 | 163.7 | |||||
Net earnings attributable to the noncontrolling interest, net of tax | 6.6 | 5.7 | |||||
Net earnings attributable to BorgWarner Inc. | $ | 142.0 | $ | 158.0 | |||
Reconciliation to diluted earnings per share: | |||||||
Net earnings attributable to BorgWarner Inc. | $ | 142.0 | $ | 158.0 | |||
Adjustment for net interest expense on convertible notes | — | 5.0 | |||||
Diluted net earnings attributable to BorgWarner Inc. | $ | 142.0 | $ | 163.0 | |||
Earnings per share — diluted | $ | 1.22 | $ | 1.28 | |||
Weighted average shares outstanding — diluted | 116.6 | 127.7 | |||||
Supplemental Information (Unaudited) | |||||||
(millions of dollars) | |||||||
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Capital expenditures, including tooling outlays | $ | 87.4 | $ | 95.0 | |||
Depreciation and amortization: | |||||||
Fixed assets and tooling | $ | 68.2 | $ | 63.8 | |||
Intangible assets and other | 6.7 | 7.4 | |||||
$ | 74.9 | $ | 71.2 |
BorgWarner Inc. | |||||||
Net Sales by Reporting Segment (Unaudited) | |||||||
(millions of dollars) | |||||||
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Engine | $ | 1,257.5 | $ | 1,308.2 | |||
Drivetrain | 601.4 | 611.4 | |||||
Inter-segment eliminations | (7.8 | ) | (7.1 | ) | |||
Net sales | $ | 1,851.1 | $ | 1,912.5 | |||
Adjusted Earnings Before Interest, Income Taxes and Noncontrolling Interest ("Adjusted EBIT") (Unaudited) | |||||||
(millions of dollars) | |||||||
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Engine | $ | 202.3 | $ | 209.8 | |||
Drivetrain | 56.0 | 61.2 | |||||
Adjusted EBIT | 258.3 | 271.0 | |||||
Program termination agreement | 11.3 | — | |||||
Retirement related obligations | 5.9 | — | |||||
Corporate, including equity in affiliates' earnings and stock-based compensation | 32.9 | 36.1 | |||||
Interest income | (1.0 | ) | (1.4 | ) | |||
Interest expense and finance charges | 9.7 | 15.1 | |||||
Earnings before income taxes and noncontrolling interest | 199.5 | 221.2 | |||||
Provision for income taxes | 50.9 | 57.5 | |||||
Net earnings | 148.6 | 163.7 | |||||
Net earnings attributable to the noncontrolling interest, net of tax | 6.6 | 5.7 | |||||
Net earnings attributable to BorgWarner Inc. | $ | 142.0 | $ | 158.0 |
BorgWarner Inc. | |||||||
Condensed Consolidated Balance Sheets (Unaudited) | |||||||
(millions of dollars) | |||||||
March 31, 2013 | December 31, 2012 | ||||||
Assets | |||||||
Cash | $ | 695.4 | $ | 715.7 | |||
Receivables, net | 1,318.4 | 1,147.3 | |||||
Inventories, net | 449.5 | 447.6 | |||||
Other current assets | 138.2 | 162.2 | |||||
Total current assets | 2,601.5 | 2,472.8 | |||||
Property, plant and equipment, net | 1,765.2 | 1,788.0 | |||||
Other non-current assets | 2,162.2 | 2,140.0 | |||||
Total assets | $ | 6,528.9 | $ | 6,400.8 | |||
Liabilities and Equity | |||||||
Notes payable and other short-term debt | $ | 229.3 | $ | 243.4 | |||
Accounts payable and accrued expenses | 1,311.9 | 1,287.2 | |||||
Income taxes payable | 42.0 | 72.5 | |||||
Total current liabilities | 1,583.2 | 1,603.1 | |||||
Long-term debt | 971.4 | 823.8 | |||||
Other non-current liabilities | 812.7 | 827.8 | |||||
Total BorgWarner Inc. stockholders’ equity | 3,106.1 | 3,082.6 | |||||
Noncontrolling interest | 55.5 | 63.5 | |||||
Total equity | 3,161.6 | 3,146.1 | |||||
Total liabilities and equity | $ | 6,528.9 | $ | 6,400.8 |
BorgWarner Inc. | |||||||
Condensed Consolidated Statements of Cash Flows (Unaudited) | |||||||
(millions of dollars) | |||||||
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Operating | |||||||
Net earnings | $ | 148.6 | $ | 163.7 | |||
Non-cash charges (credits) to operations: | |||||||
Depreciation and amortization | 74.9 | 71.2 | |||||
Bond amortization | — | 4.4 | |||||
Deferred income tax benefit | (17.0 | ) | (22.1 | ) | |||
Other non-cash items | (0.4 | ) | 13.6 | ||||
Net earnings adjusted for non-cash charges to operations | 206.1 | 230.8 | |||||
Changes in assets and liabilities | (189.8 | ) | (200.0 | ) | |||
Net cash provided by operating activities | 16.3 | 30.8 | |||||
Investing | |||||||
Capital expenditures, including tooling outlays | (87.4 | ) | (95.0 | ) | |||
Net proceeds from asset disposals | 13.8 | 1.0 | |||||
Net proceeds from sale of business | — | 1.6 | |||||
Net cash used in investing activities | (73.6 | ) | (92.4 | ) | |||
Financing | |||||||
Net decrease in notes payable | (11.0 | ) | (11.7 | ) | |||
Additions to long-term debt, net of debt issuance costs | 161.0 | 191.4 | |||||
Repayments of long-term debt, including current portion | (15.6 | ) | (99.9 | ) | |||
Payments for purchase of treasury stock | (49.9 | ) | — | ||||
Proceeds from stock options exercised, including the tax benefit | 11.4 | 47.0 | |||||
Taxes paid on employees' restricted stock award vestings | (27.2 | ) | (17.5 | ) | |||
Dividends paid to noncontrolling stockholders | (9.0 | ) | (12.0 | ) | |||
Net cash provided by financing activities | 59.7 | 97.3 | |||||
Effect of exchange rate changes on cash | (22.7 | ) | 1.6 | ||||
Net (decrease) increase in cash | (20.3 | ) | 37.3 | ||||
Cash at beginning of year | 715.7 | 359.6 | |||||
Cash at end of period | $ | 695.4 | $ | 396.9 |