UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 2, 2003
BORGWARNER INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12162 13-3405408
(State or other (Commission File Number)(IRS Employer
jurisdiction of incorporation Identification No.)
200 South Michigan Avenue, Chicago, Illinois 60604
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 322-8500
Item 5. Other Events.
On March 21, 2003, BorgWarner Inc. ("BorgWarner") filed its Annual
Report on Form 10-K for the fiscal year ended December 31, 2002 ("Form 10-K")
with the Securities and Exchange Commission (the "SEC"). On March 28,
2003, the SEC's Regulation G became effective, governing the use of financial
measures which are not prepared in accordance with accounting principles
generally accepted in the United States of America ("GAAP"). In response
to the SEC's promulgation of Regulation G and amended Item 10 of
Regulation S-K regarding the use of non-GAAP financial measures
and in connection with BorgWarner's revised segment reporting (as
discussed below), BorgWarner is herewith filing a revised presentation
of its Selected Financial Data, Management's Discussion and Analysis
of Financial Condition and Results of Operation and Financial
Statements and Supplementary Data, included in its Form 10-K.
Beginning with the Form 10-Q filed by BorgWarner for the quarterly
period ended March 31, 2003, BorgWarner has changed the way it reports
segment information. For periods ending on or prior to December 31,
2002, BorgWarner had reported financial information for five operating
segments, Air/Fluid Systems, Cooling Systems, Morse TEC, TorqTransfer
Systems and Transmission Systems businesses. Effective January 1, 2003,
BorgWarner changed its organization structure and created two operating
groups (Engine and Drivetrain) which report to the Chief Executive
Officer. As a result of this reorganization, BorgWarner changed
its segment reporting. The two operating segments are Drivetrain and
Engine. The Drivetrain segment is primarily the combination of the
TorqTransfer Systems and Transmission Systems businesses. The
Engine segment is primarily the combination of the Morse TEC,
Air/Fluid Systems and Cooling Systems businesses. Consistent with
the requirements of Statement of Financial Accounting Standards
No. 131, "Disclosures About Segments of an Enterprise and Related
Information," and to enhance comparability with prior periods, this
Form 8-K provides financial statement and other historical financial
information that show segment information as of December 31, 2002
and 2001 and for the three year period ended December 31, 2002
on the new basis of segment reporting that was adopted by BorgWarner
effective January 1, 2003.
In addition, this Form 8-K provides updated disclosure
regarding BorgWarner's agreement with Honeywell International, Inc.
to settle their patent dispute relating to variable geometry
turbochargers, as announced on June 23, 2003.
This Form 8-K updates Items 6, 7 and 8 of BorgWarner's
Form 10-K. The updated financial information is attached to this
Current Report on Form 8-K as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
23.1 Consent of Deloitte and Touche LLP.
99.1 Updated financial information as of December 31, 2002
and 2001 and for the three year period ended December 31, 2002.
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.
By: /s/ WILLIAM C. CLINE
William C. Cline
Vice President and Controller
Date: July 2, 2003
EXHIBIT INDEX
Exhibit No. Description
23.1 Consent of Deloitte and Touche LLP.
99.1 Updated financial information as of December 31, 2002
and 2001 and for the three year period ended December 31, 2002.