BorgWarner Inc.

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BorgWarner Inc.

3850 Hamlin Road
Auburn Hills, Michigan 48326-2872
U.S.A.
Telephone: (248) 754-9200
Fax: (248) 754-9220
Web site: http://www.borgwarner.com

Public Company
Incorporated: 1987 as Borg-Warner Automotive, Inc.
Employees: 17,400
Sales: $4.59 billion (2006)
Stock Exchanges: New York
Ticker Symbol: BWA
NAIC: 336350 Motor Vehicle Transmission and Power Train Parts Manufacturing; 336310 Motor Vehicle Gasoline Engine and Engine Parts Manufacturing; 336399 All Other Motor Vehicle Parts Manufacturing

BorgWarner Inc. is one of the world's leading developers and suppliers of automotive parts and systems found in passenger cars, sport-utility vehicles (SUVs), and light trucks. The company maintains about 20 operations in the United States and another 40 or so elsewhere, including Brazil, Canada, China, France, Germany, Hungary, India, Ireland, Italy, Japan, Korea, Mexico, Spain, Taiwan, and the United Kingdom. Known primarily for supplying powertrain components, including transfer cases, automatic transmissions, and all-wheel drive torque management systems, to major automakers in North America, Europe, and Asia, BorgWarner also makes chain and chain systems, such as timing chain systems; air/fluid systems, such as intake manifolds, air pumps, and exhaust gas recirculation valves; and turbochargers. The company has undergone significant changes over the years, but BorgWarner's manufacturing skill and reputation have allowed it to not only weather the breakup of its corporate family, but to triumph first as a private, then as a newly public, independent company in 1993.

EARLY HISTORY

BorgWarner's history is as complex and interesting as one of its powertrain assemblies: a cluster of components (in this case, small, specialized auto parts manufacturers) harmoniously working to power a highly successful industrial giant. To tell the story of Borg-Warner, one must trace the formation of several disparate manufacturers in the United States and abroad. The first of these was Morse Equalizing Spring Company of New York, founded in 1880, which patented the rocker joint. In 1901 Warner Gear of Muncie, Indiana, was formed, and the next year, Marvel-Schebler Carburetor Company began operations in Flint, Michigan. A fourth company, Long Manufacturing, came on line in Chicago to manufacture automobile radiators, while a fifth company, Borg & Beck, was organized in 1904. All of these companies figured in the development of BorgWarner.

By 1906 Morse manufactured a line of automobile chains that were soon licensed for sale in England and Germany. Then came the production of automotive timing chains, followed quickly by Warner Gear's development of the industry's first manual transmission. In 1910 Long Manufacturing moved from Chicago to Detroit while a sixth rookie in the auto game, Mechanics Machine Company of Rockford, Illinois, began producing transmissions in 1911. Over the next several years, Morse built a new facility in England as Warner Gear fashioned a growing reputation for quality.

By the 1920s, Borg & Beck's sturdy yet inexpensive clutch was mass-produced in millions of cars while Mechanics Machine Co. developed a universal joint with continuous lubrication, an innovation that rendered the former model (which had to be greased every 500 miles) obsolete. At the same time, Warner Gear standardized its manual transmissions and introduced the T64, at nearly half the cost of its predecessors. In the young yet burgeoning auto industry, each of the aforementioned companies was busy developing a specialized product line, unaware that they would be united under the banner of Borg-Warner in a sweeping merger in 1928. Borg & Beck, Marvel Carburetor, Mechanics Universal Joint (renamed from Mechanics Machine in 1925), and Warner Gear became the Borg-Warner Corporation, which was based in Chicago. The following year, Morse Chain (an auto timing and industrial chain producer at this time) and Long Manufacturing joined the new company at the same time that the Norge firm (including its Detroit Gear subsidiary) was acquired.

FIRSTS AND INNOVATIONS

The next decade brought several technological firsts for both Borg-Warner and the industry: Warner Gear pioneered the "synchronizer," a device that made a manual transmission's gear teeth mesh together with ease for smooth shifting; Morse Chain brought out its first roller chain; and Borg-Warner's self-contained overdrive transmission was introduced to immediate success as Chrysler and 11 other automakers quickly placed orders. Borg-Warner Automotive Service Parts Division was also launched in the 1930s, and in 1936, to emphasize Borg-Warner's commitment to and enthusiasm for auto racing, the company commissioned a sterling silver trophy for the Indianapolis 500 (the first was presented to Louis Meyer). As the decade neared its close, Stieber Rollkupplung GmbH (the predecessor to Borg-Warner GmbH) was founded in Munich in 1937.

In the prewar 1940s Borg-Warner created its Spring Division (to supply automatic transmission parts), began working on transfer cases, and soon directed its attention to World War II production needs. Among its contributions were Morse Chain's drives for Navy tug boats and jeeps built with Warner Gear's transmissions. After the war, Warner Gear's technology briefly lent itself to the medical field in 1949, producing iron lungs. It then returned to auto parts in 1950 with three revolutionary developments: the torque converter, a three-speed automatic transmission (the "Ford-OMatic"), and a newfangled clutch that would become one of the company's biggest sellers worldwide. Automotive sales for the company reached over $200 million. Among the first automakers to jump at Borg-Warner's newest innovations were Studebaker and Ford. The latter was so enamored of Borg-Warner's transmissions that it signed a five-year exclusive contract with Borg-Warner in 1951 for the production of automatic transmissions.

EXPANSION AND DIVERSIFICATION

As the 1950s continued, Borg-Warner expanded its operations in several new directions. Not only did the company venture into South America, creating Borg & Beck do Brasil, but it also built new facilities in Simcoe, Ontario, and Letchworth, England. The English facility was soon producing Warner Gear's overdrive units and the Model D.G. automatic transmission. In 1956 the T10 four-speed high performance manual transmission was introduced in the Chevrolet Corvette to wide acclaim. As Marvel-Schebler tinkered with a fuel injection system, Borg-Warner built (and patented) the first retractable seat belt restraint system and developed a line of paper-related wet friction components.

COMPANY PERSPECTIVES

The BorgWarner Difference sets us apart and drives our continued success. We focus our powertrain innovation, manufacturing expertise, customer and geographic diversity, collaborative culture and financial discipline on the challenges of improving fuel economy, reducing emissions, optimizing performance and enhancing vehicle stability.

To broaden its international operations, Borg-Warner acquired Coote & Jurgenson, an Australian transmission producer for autos and tractors in 1957. Three years later, Brummer Seal Company was merged into Borg-Warner's Spring Division. The next year, 1961, was the beginning of a new era, though few recognized it as such, as James F. Bere joined the company as head of the Borg & Beck subsidiary. In 1962 Borg-Warner expanded into Mexico, and into Asia in 1964 and 1965 with two Japanese joint ventures (NSK-Warner and Tsubakimoto-Morse).

As the company's varied units continued to devise new product innovations (the "Hy-Vo" chain, Flex-Bands, and the aluminum Model 35 automatic transmission), Bere nimbly climbed the corporate ladder and was named as group vice-president at age 42. Yet he ruffled feathers the following year when he openly discussed, in detail, the financial data of each of the company's ten divisions, a practice not done before at decentralized Borg-Warner. As a result, insiders were shocked when Chairman Robert S. Ingersoll announced Bere as his new president in 1968, promoting him over four company veterans. Instead of being fired for his boldness, Bere had begun a trend: rather than keep profits and losses shrouded in a need-to-know fog, he had been open and honest about company performance.

Yet with Bere's frankness came bleak consequences, namely, the closure of underperforming subsidiaries to relieve and strengthen assets that had been forced to carry their weight. Though Borg-Warner diversified into chemicals, plastics, industrial products, financial assistance, and eventually even into security and armored car services, its automotive division had remained a constant, usually contributing upwards of 50 percent of Borg-Warner's total revenue.

In 1969 Aisin-Warner was formed as another joint venture with Japan to build automatic transmissions, including the advanced Model 35, which was distributed to 30 automakers for use in over 100 vehicles ranging from Nissans to Jaguars. The following year Borg-Warner acquired the Massachusetts-based Nu-Era Gear and improved on its automatic transmission by developing the Model 45, which was soon manufactured in new facilities in Australia and South Wales. Marvel-Schebler expanded by merging with Tillotson Carburetor in 1971, the same year that Borg & Beck christened a new plant in Michigan.

In 1972, just four years after his surprise appointment as president, Bere became CEO when Ingersoll left the company and the United States to become an ambassador to Japan. The next year, Borg-Warner introduced its full-time, four-wheel drive (4WD) transfer cases using Hy-Vo drive chains, while its newest manufacturing operation opened in Ireland. Over the next several years came two new major innovations (the Model T50 five-speed transmission and continuously variable transmission for commercial vehicles); further expansion (new plants in Arkansas and New York and renovation of Warner Gear's Indiana facility); the issuance of two million common shares of Borg-Warner stock; and Bere's election as chairman of the board in 1975.

SURVIVING A TUMULTUOUS DECADE

When Borg-Warner celebrated its 50th anniversary in 1978, its automotive profits had reached $98 million. The next year, overall sales topped $2.7 billion as the company headed into the tumultuous 1980s. Although U.S. auto production fell by 25 percent in 1980, Borg-Warner kept its losses to a respectable 16 percent decline, a good amount below the national average. This was due in part to its continuing improvement of the T4 and T5 manual transmissions and its production of new, lightweight transfer cases. Yet transfer cases took a giant technological leap in the 1980s with the introduction of SUVs and light trucks such as the Ford Ranger.

KEY DATES

1928:: Borg-Warner Corporation is formed.
1929:: Company acquires Morse Chain.
1950:: A three-speed automatic transmission, the "Ford-O-Matic," is introduced.
1956:: The T10 four-speed high performance manual transmission is introduced in the Chevrolet Corvette.
1973:: Company introduces full-time, four-wheel drive transfer cases using Hy-Vo drive chains.
1987:: Company is taken private through a $4.4 billion leveraged buyout.
1993:: Borg-Warner Automotive, Inc., is spun off from Borg-Warner Security Corporation.
1994:: The "Torque-on-Demand" four-wheel drive transfer case debuts.
1996:: Company acquires three automotive businesses from Coltec Industries.
1997:: Borg-Warner enters turbocharger market through purchase of majority interest in German firm.
1999:: Turbocharger maker Kuhlman Corporation is acquired.
2000:: Company simplifies its name to BorgWarner Inc.
2003:: BorgWarner's DualTronic dual-clutch transmission makes its debut.
2005:: Company gains majority control of Beru AG of Germany and moves its headquarters to Auburn Hills, Michigan.

Buoyed by steady sales of transmissions and transfer cases, the company experimented with electronic sensors, silicon technology, and non-asbestos friction materials. Borg-Warner also tightened its focus by selling Morse Industrial and its automotive service parts divisions in 1981. Three years later, the company consolidated its many automotive operations under an umbrella subsidiary, Borg-Warner Automotive, Inc. Sales for the newly named automotive unit topped $1 billion in 1984. By 1985 Borg-Warner Automotive employed 10,000 people and began using high volume lasercutting in its Frankfort, Illinois, plant. It also produced its one-millionth T5 manual transmission that year, while continuing its consolidation. During this time, Warner Gear was renamed Transmission Systems, Borg & Beck was renamed Clutch Systems, and Marvel-Schebler became known as Control Systems.

In 1986 Borg-Warner experienced a changing of the guard; after 25 years of service, Bere stepped down as CEO (remaining chairman of the board) and was succeeded by Richard J. Doyle as president and CEO. Doyle's first year at the helm was marked by several highs, including an exclusive contract to manufacture its new Model 1356 transfer cases for all of Ford's light trucks and SUVs. Additionally, the company opened sales offices in Frankfurt, São Paulo, Seoul, and Tokyo and signed a licensing agreement with Nanjing Motor Works of Beijing, boosting international sales to a record high of 30 percent of its $3.4 billion in revenue.

1987–93: PRIVATE COMPANY ERA

Yet for all of Borg-Warner Corporation's success, there was a steep price, the interest of corporate raiders Irwin Jacobs and Samuel Heyman in the fast-and-loose leveraged buyout (LBO) haven of the 1980s. After spending $680 million, Jacobs and Heyman each possessed 10 percent of the company, to the shock and dismay of Borg-Warner's board. Determined to squelch not only Jacobs and Heyman's takeover attempt but any future opportunists as well, Borg-Warner's brass decided to take the company private. Turning to Merrill Lynch Capital Partners, an LBO fund, Borg-Warner's board was supposed to offer stockholders $43 per share. Instead, the directors decided to wait, hoping Jacobs and Heyman would lose interest.

In March 1987, however, Heyman bought Jacobs' holdings and offered stockholders $46 a share in a hostile takeover bid. Borg-Warner again turned to Merrill Lynch, but Heyman's offer had upped the ante to a buyout valued at over 20 times the company's earnings. In May, Merrill Lynch completed one of the ten biggest LBOs of the decade for $4.4 billion ($3.4 billion from banks and $1 billion from junk bond sales), establishing 51 percent ownership in the now private Borg-Warner.

The 65-year-old Bere assumed the CEO role again to oversee the company's breakup. The already daunting task was made more difficult by the onset of Black Monday, a dramatic plunge in the stock market. The drop substantially affected the sales of the chemical and plastics division (sold to General Electric for $2.3 billion) and Borg-Warner Acceptance Corp. (sold to TransAmerica for $782.5 million). What was left were Borg-Warner Security Corporation (the newly named parent company), with $1.3 billion in revenue for 1989; and its subsidiary, Borg-Warner Automotive (BWA), with sales of $958 million in 1989 and earnings of $93 million. Sales at BWA fell to $920 million in 1990 as a result of an industry slump.

Around this time, transfer case technology branched into heavy duty and all-wheel drive for several models from General Motors (GM). BWA also developed the new 1354 model for Ford Explorers and Ranger trucks, while the "touch drive" model was installed in all F-series trucks. This year also marked the appointment of Donald C. Trauscht, a 23-year company veteran, as president of BWA, and by 1991 over one million model 1354 transfer cases had been installed in F-series trucks along with Borg-Warner's automatic locking hubs, which became the industry standard.

PUBLIC AGAIN BUT NOW INDEPENDENT

In the early 1990s BWA offered the industry's first three-year/36,000-mile warranty on transfer cases and debuted in 1994 its latest technological breakthrough: the "Torque-on-Demand" transfer case capable of automatically shifting from two- to four-wheel drive when necessary. This innovation led to another solesource agreement with Ford for the rest of the decade. Also debuting in 1994 was the Morse Gemini Chain System. Meanwhile, the T56 six-speed manual transmission became standard in Chrysler's Viper sports car and new Ford Mustangs, and international operations were expanded in Japan and China. The year 1993 saw the appointment of Siegfried P. Adler as president of BWA, as Trauscht was elevated to president and CEO of the unit's parent company, Borg-Warner Security. That year Borg-Warner Automotive, Inc., was spun off into an independent company with J. Gordon Amedee as chairman and CEO.

Closing the year with $985.4 million in sales (and a net loss of $97.1 million because of spinoff accounting charges), up from 1992's $926 million (and a net loss of $12 million), BWA pointed to a number of milestones as evidence of its continued vitality: production of its three-millionth T5 manual transmission and four-millionth transfer case for Ford; the signing of a "life of the product" pact with GM for its advanced "Maji-Band" brake band assembly for automatic transmissions; and a new five-year contract with SsangYong Motor Company for manual transmissions and transfer cases.

In July 1994 John Fiedler was named president and CEO of Borg-Warner Automotive after serving the Goodyear Tire & Rubber Company's North American Tire division for 30 years. The company, poised for a renaissance as the automotive industry boomed, was comprised of four subsidiaries: Automatic Transmission Systems, Control Systems, Morse TEC (Chain Systems), and Powertrain Systems. The latter unit, propelled by transfer cases, the darling of the SUV and light truck industry, grew by over 12 percent to account for 40 percent ($550.7 million) of 1994's total $1.2 billion in revenues.

When Fiedler came onboard, one of his first pronouncements was his intention to double BWA's revenues by the end of the 1990s, implement a slew of cost reductions, improve productivity, increase foreign investments, and form more joint ventures both in and out of North America. Fiedler also hinted that he and BWA's directors were in an acquisitive mood: "We're in an excellent position to grow and we're going to raise some eyebrows," he told Barron's in August 1994, after posting an impressive 25 percent sales gain for the first half of the year, way over the industry's 11 percent overall increase. The company finished 1994 with sales of $1.22 billion and a net profit of $64.4 million.

With the exception of the effects of a significant strike at GM in 1998, sales grew steadily in the mid-to-late 1990s thanks to a booming U.S. economy, the growing popularity of light trucks and SUVs, and a series of significant acquisitions. In June 1996 Borg-Warner Automotive acquired three automotive operations—Holley Automotive, Coltec Automotive, and Performance Friction Products—from Coltec Industries Inc. for $283 million, thereby bolstering its air/fluid systems unit and enabling it to develop integrated airmanagement systems for vehicles. The acquired businesses were manufacturers of a range of products, including air induction systems, throttle bodies, electric air pumps, and oil pumps. In December 1996 Borg-Warner sold its unprofitable North American manual transmission business to Mexico-based Transmisiones y Equipos Mecanicos S.A. de C.V. The company took an after-tax charge of $35 million in connection with the sale, which caused net earnings to fall from $74.2 million in 1995 to $41.8 million in 1996, even while net sales were increasing from $1.33 billion to $1.54 billion, a 16 percent jump.

In October 1997 BWA entered a new market segment, that of turbochargers, through the purchase of a controlling 63 percent stake in AG Kühnle, Kopp & Kausch, a German maker of turbochargers and turbo-machinery, for $42.4 million. One year later, the company purchased full control of AG Kühnle's turbocharger business for $95.7 million, then renamed it 3K-Warner Turbosystems GmbH. With emission standards becoming increasingly stringent in Europe, automakers were expanding their use of turbodiesel engines, which were cleaner and more fuel efficient than conventional gasoline engines. The turbochargers required in the turbodiesel engines were a key to their fuel efficiency, and BWA viewed turbochargers as a clear area of future growth. In March 1999 Borg-Warner substantially increased its turbocharger business with the purchase of Savannah, Georgia-based Kuhlman Corporation for $693 million. Kuhlman consisted of three main businesses, two of which were sold later in 1999: Kuhlman Electric, a maker of transformers for the utility industry, and Coleman Cable, a manufacturer of wire and cable for utilities and other industries. The third unit was Schwitzer, Inc., a maker of turbochargers for diesel engines, heavy-duty steel fuel tanks, and fan drives. The addition of Schwitzer's turbocharger business to that of 3K-Warner propelled Borg-Warner Automotive into the number two position worldwide in turbochargers, with a 27 percent market share, trailing only AlliedSignal Inc.'s Garrett Turbocharger Systems unit, which held a 50 percent share.

In October 1999 BWA completed another large acquisition, this one a $322 million purchase of the fluid power division of Eaton Corporation. Borg-Warner combined the acquired cooling systems operations with its existing cooling systems business to form Borg-Warner Automotive Cooling Systems.

With sales of nearly $2.5 billion in 1999, Fiedler set a new revenue goal of $4 billion for the early 21st century. He also aimed to maintain profit margins of between 14 and 16 percent before interest and taxes, which was the best in the industry. At the close of the decade, two of the company's divisions, those specializing in chain systems and automatic transmission systems, held more than 50 percent of the global market, while the turbo systems and powertrain systems units were both number two in the world.

STEADY GROWTH

After BWA's former parent, Borg-Warner Security, changed its name to Burns International Services Corporation in 1999, Borg-Warner Automotive was the only Borg-Warner company left. With the risk of confusion gone, the company took this opportunity to rename itself simply BorgWarner Inc. in early 2000. That year, BorgWarner remained on the cutting edge by, for example, introducing the industry's first computer-controlled all-wheel drive for passenger cars and socalled crossover vehicles (which combined characteristics of SUVs with those of passenger cars). In April 2001 the company sold the heavy-duty steel fuel tank business it had inherited through Kuhlman at a $35.2 million pretax loss.

Still headquartered in Chicago, BorgWarner gained a base in the southeastern Michigan auto hub by establishing the BorgWarner Powertrain Technical Center in Auburn Hills in the fall of 2002. Despite declining automobile production in North America, BorgWarner achieved record revenues in 2002 as its focus on two key, fast-growing areas continued to pay off: in Europe, fuel-efficient engines and transmissions, and in North America, four-wheel drive systems linked electronically to vehicle stability systems. The company recorded a net loss of $119 million that year, a result entirely attributed to a $269 million charge taken to implement a change in accounting principles. At the end of the year, BorgWarner was reorganized into two main operating units: the Driveline (later Drivetrain) Group and the Engine Group.

Fiedler retired in 2003, having shepherded a booming nine-year span in which revenues surged from $800 million to $2.73 billion. His tenure was noteworthy for the focus on advanced technology products, the big move into engine components, and a lessening in the company's dependence on the U.S. Big Three automakers. To the last point, by 2002 the Big Three comprised only 63 percent of BorgWarner's sales. Taking over as CEO in February 2003 and then chairman as well that June was Timothy Manganello, a 14-year company veteran who had served as president and chief operating officer since February 2002.

In 2003 BorgWarner introduced another innovative new product, the DualTronic dual-clutch transmission, which combined the ease of use of an automatic with the fuel efficiency of a manual. Available first on the Volkswagen Golf R32 DSG and the Audi TT 3.2, the DualTronic system was particularly aimed at the European market, where most drivers preferred manual transmissions, and the new technology received rave reviews from the European press.

In spite of an auto industry showing little signs of growth, BorgWarner enjoyed another stellar year in 2003, with sales jumping 12.4 percent and surpassing the $3 billion mark for the first time, while profits were a record $174.9 million. Sales to non–Big Three automakers comprised more than half the overall total. After another record year in 2004, BorgWarner bolstered its engine business early the following year by acquiring a controlling 69 percent stake in Beru AG of Ludwigsburg, Germany. Beru specialized in diesel cold-starting technology, such as glow plugs; gasoline ignition technology, including spark plugs and ignition coils; as well as electronic and sensor technology, including the fast-growing area of tire-pressure monitors (which became mandatory equipment on U.S. vehicles in September 2005).

In March 2005 BorgWarner shifted its headquarters to Auburn Hills, bringing the corporate staff closer to many of the company's customers and suppliers and nearer to the Auburn Hills technical center as well. That year the company launched a five-year, $90 million expansion of its operations in China, including shifting production of emissions systems products for Beijing Jeep Corp. from Dixon, Illinois, to Ningbo, China. The revenue total for 2005 of $4.29 billion represented a 22 percent increase over the previous year, a jump stemming in part from the Beru acquisition. Profits increased almost 10 percent, to $239.6 million. This fine performance occurred in a year that saw a number of major auto suppliers forced into bankruptcy and the credit ratings of both GM and Ford downgraded to junk-bond status. A main reason for BorgWarner's contrary performance was the increasing diversity of its customer base. In 2005 only about 25 percent of its revenues came from the Big Three, and European sales outpaced U.S. sales for the first time that year. Also noteworthy was that while transmission-related revenues had stagnated, engine-related sales were increasing rapidly, from $1.82 billion in 2003 to $2.96 billion in 2005. The portion of revenues generated by BorgWarner's engine business jumped from only 15 percent in 1997 to nearly 70 percent by 2005.

Huge cutbacks by the U.S. automakers in 2006 forced BorgWarner to announce in September a 13 percent reduction of its North American workforce, or approximately 850 people. The company expected its presence in several growing markets, such as Korea, India, and China, to counter the North American downturn. BorgWarner also completed a small acquisition in October 2006, the European transmission and engine controls product lines of Eaton Corp. That same month the company announced that it was expecting to generate $1.7 billion of new business for the years 2007 through 2009, signaling that its growth was likely to continue to outpace the overall auto industry.

BorgWarner appeared to be well poised for the future with a variety of leading positions in the automotive parts and systems industry.

Taryn Benbow-Pfalzgraf

Updated, David E. Salamie

PRINCIPAL SUBSIDIARIES

BorgWarner TorqTransfer Systems Inc.; BorgWarner Emissions Systems Inc.; BorgWarner Thermal Systems Inc.; BorgWarner Morse TEC Inc.; BorgWarner Canada Inc.; BorgWarner Japan Inc.; BorgWarner Transmission Systems Inc.; BorgWarner Germany GmbH; Beru AG (Germany; 69.4%); Kuhlman Corporation.

PRINCIPAL OPERATING UNITS

Engine Group; Drivetrain Group.

PRINCIPAL COMPETITORS

Honeywell International Inc.; Ishikawajima-Harima Heavy Industries Co., Ltd.; Tsubaki Nakashima Co., Ltd.; Magna International Inc.; GKN plc; Dynax Corporation; Schaeffler KG; Behr GmbH & Co. KG; Kolbenschmidt Pierburg AG.