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BorgWarner 2002 Sales Up 16%; Margins Improve; Debt Reduced.."Its A Happy Day"



    CHICAGO, Feb. 4 -- BorgWarner Inc.
today reported record sales and operating earnings for 2002.  The powertrain
systems supplier earned $5.58 per share on sales of $2.73 billion, before a
goodwill accounting change.  Results were bolstered by the company's broad
customer base, stronger than expected new business volume and demand for key
technologies for more efficient engines.  The company also delivered
improvements in gross margins and strong cash flow that allowed it to reduce
debt.
    Financial Results:  For the 2002 fourth quarter, sales were $701 million
compared with $583 million in the 2001 fourth quarter.  Net income in the
quarter was $40.8 million, or $1.52 per share, compared with $27.9 million, or
$1.06 per share in 2001, before non-recurring charges. (For a full comparison
of income and earnings per share before non-recurring items and accounting
change, see table that follows.)
    Sales for 2002 totaled $2.73 billion compared with $2.35 billion in 2001.
Full-year 2002 net income was $149.9 million, or $5.58 per share before the
goodwill accounting change, compared with $111.9 million, or $4.23 per share
in 2001 before the change.
    Comments and Outlook:  "With technology targeted at the fastest growing
parts of our market, we again delivered growth that significantly outpaced
worldwide car and truck production levels," said John F. Fiedler, Chairman and
CEO. "Our sales were up 16% while industry production was only up 2%.  We also
continued to strengthen our financial position, improving margins, reducing
debt and generating strong cash flow.  We clearly demonstrated the viability
of our technology driven growth strategy by securing anticipated new business
of $1.2 billion over the next three years.  This pipeline of expected new
programs benefits both our Engine and Driveline Groups and puts us in a strong
position even if auto production is softer during 2003."
    The company reiterated that it expects 2003 earnings per share in a range
of $6.20 to $6.35.  Commented Mr. Fiedler:  "We expect to deliver continued
growth in 2003 from new business and increased penetration of the faster
growing parts of the auto market.  Strong demand is expected in Europe for our
more fuel-efficient engine and transmission systems, and in North America for
computer-controlled four-wheel and all-wheel drive systems that enhance
vehicle stability."
    Operating Results:  Revenue in the Engine Group was up 17% over last year.
Operating income benefited from greater productivity from increased production
volume.  Within the new group, sales at Morse TEC, the company's chain and
turbocharger business, were $268.7 million for the 2002 fourth quarter and
$1,046.9 million for the full year.  The group benefited from continued
penetration of engine chain timing systems, the increased use of
turbochargers, particularly for both gas and diesel passenger car engines in
Europe and continued strength in sales of sport-utility vehicles, many of
which utilize the company's chain products.
    Sales for Air/Fluid Systems, now part of Emissions/Thermal Systems within
the Engine Group, were $89.1 million for the quarter and $388.4 million for
the year. The increase in sales was primarily due to continued ramp up and
higher volumes at DaimlerChrysler.  Sales for Cooling Systems, also now part
of Emissions/Thermal Systems, were $57.8 million in the quarter and
$235.8 million for the year.  Penetration into Asian and European markets
contributed to the increased revenues.
    Sales for the Driveline Group were up 25% over the prior year.  Operating
income improvement was due to a combination of increased volume from new
programs and cost controls.  Within the group, Transmission Systems' sales
were $125.9 million for the quarter and $495.2 million for the year.  Sales
growth was strong in all regions for this business, due to a combination of
market conditions and new applications, both in North America and overseas.
TorqTransfer Systems' sales were $177.9 million for the quarter and
$630.1 million for the year.  Driving the sales increase were higher volumes
for Hyundai and Kia, and the InterActive Torque Management (ITM)(TM) system
application in the Acura MDX and the new Honda Pilot.  Additionally, new four-
wheel drive applications were launched with General Motors.

    Reconciliation of reported net income to net income before non-recurring
    items and change in accounting principle.

                                        Q4 2002  Q4 2001    FY 2002   FY 2001

    Reported net income                 $40.8     $2.2     $(119.1)   $66.4
    Change in accounting principle,
     net of tax                          ----     ----       269.0     ----
    Goodwill amortization, net of tax    ----      6.7        ----     26.5
    Non-recurring charges, net of tax    ----     19.0        ----     19.0
                                         40.8     27.9       149.9    111.9

    Reconciliation of reported earnings per share to earnings per share before
    non-recurring items and change in accounting principle.


                                        Q4 2002  Q4 2001    FY 2002  FY 2001

    Reported earnings per share         $1.52    $0.08      $(4.44)   $2.51
    Change in accounting principle,
     net of tax                          ----     ----       10.02     ----
    Goodwill amortization, net of tax    ----     0.26        ----     1.00
    Non-recurring charges, net of tax    ----     0.72        ----     0.72
                                         1.52     1.06        5.58     4.23


    BorgWarner Inc. is a product leader in highly engineered
components and systems for vehicle powertrain applications worldwide.  The
company operates manufacturing and technical facilities in 50 locations in 14
countries.  Customers include Ford, DaimlerChrysler, General Motors, Toyota,
Honda, Hyundai/Kia, Caterpillar, Navistar International, PSA and VW Group. The
Internet address for BorgWarner is: http://www.bwauto.com.   For further
information contact BorgWarner Corporate Communications at 312-322-8500.
Investor conference calls are webcast at: Thomson / PR Newswire.

    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, which could cause actual
results to differ materially from those projected or implied in the forward-
looking statements.  Such risks and uncertainties include:  fluctuations in
domestic or foreign automotive production, the continued use of outside
suppliers by original equipment manufacturers, fluctuations in demand for
vehicles containing the Company's products, general economic conditions, as
well as other risks detailed in the Company's filings with the Securities and
Exchange Commission, including the Cautionary Statements filed as Exhibit 99.1
to the Form 10-K for the fiscal year ended December 31, 2001.


    BorgWarner Inc.
    Consolidated Statements of Operations (Unaudited)
    (millions of dollars, except per share data)

                         Three Months Ended       Twelve Months Ended
                            December 31,    %        December 31,        %
                          2002    2001    Change    2002      2001     Change

    Net sales            $700.8  $582.9    20.2%  $2,731.1  $2,351.6    16.1%
    Cost of sales         554.9   464.6    19.4%   2,176.5   1,890.8    15.1%
      Gross profit        145.9   118.3    23.3%     554.6     460.8    20.4%

    Selling, general and
     administrative
     expenses              79.2    68.1    16.3%     303.5     249.7    21.5%
    Goodwill amortization   0.0    10.7  -100.0%       0.0      42.0  -100.0%
    Other, net             (0.3)   (1.1)  -72.7%      (0.9)     (2.1)  -57.1%
    Restructuring and
     other non-recurring
     charges                0.0    28.4  -100.0%       0.0      28.4  -100.0%
       Operating Income    67.0    12.2   449.2%     252.0     142.8    76.5%
    Equity in affiliate
     earnings, net of tax  (5.6)   (2.9)   93.1%     (19.5)    (14.9)   30.9%
    Interest expense, net   9.0    10.3   -12.6%      37.7      47.8   -21.1%
       Income before
        income taxes       63.6     4.8  1225.0%     233.8     109.9   112.7%
    Provisions for
     income taxes          21.0     1.3  1515.4%      77.2      39.7    94.5%
    Minority interest in
     net income of
     consolidated
     subsidiaries           1.8     1.3     0.0%       6.7       3.8     0.0%
       Net earnings
        before cumulative
        effect of
        accounting change  40.8     2.2  1754.5%     149.9      66.4   125.8%

    Cumulative effect of
     change in accounting
     principle, net of
     tax                    0.0     0.0             (269.0)      0.0

       Net
        earnings/(loss)   $40.8    $2.2            ($119.1)    $66.4

    Net earnings per
     share before
     cumulative effect
     of accounting
     change - diluted     $1.52   $0.08              $5.58     $2.51

    Per share charge due
     to cumulative
     effect of
     accounting change -
     diluted              $0.00   $0.00            ($10.02)    $0.00

    Net earnings/(loss)
     per share - diluted  $1.52   $0.08             ($4.44)    $2.51


    Average shares
     outstanding -
     diluted (in
     millions)             26.9    26.5               26.9      26.5


                              Three Months Ended   Twelve Months Ended
                                  December 31,         December 31,
                                2002       2001       2002      2001

    Capital spending           $57.0      $47.7     $138.4    $140.9

    Tooling outlays, net
     of customer
     reimbursements            $10.4      $19.8      $27.7     $42.0

    Depreciation and
     Amortization:

    Fixed Asset
     Depreciation               27.2       26.0      108.1     104.2
    Goodwill
     Amortization                0.0       10.7        0.0      42.0
    Tooling Amortization         8.0        5.6       29.3      23.7
                                35.2       42.3      137.4     169.9

    EBITDA                    $107.8      $57.4     $408.9    $327.6


    EBITDA represents income before interest expense, income taxes, minority
    interest, depreciation, and amortization.  EBITDA should not be construed
    as income from operations, net income, or cash flow from operating
    activities as determined by generally accepted accounting principles.
    Other companies may calculate EBITDA differently.


    BorgWarner Inc.
    Sales by Operating Group (Unaudited)
    (millions of dollars)

                                              Three Months Ended
                                                  December 31,          %
                                               2002        2001       Change

    Morse TEC                                 $268.7      $215.5      24.7%
    Air/Fluid Systems                           89.1        88.9       0.2%
    Cooling Systems                             57.8        50.8      13.8%
    TorqTransfer Systems                       177.9       131.0      35.8%
    Transmission Systems                       125.9       108.2      16.4%
    Divested Operations                          0.0         0.0       N/A
      Subtotal                                 719.4       594.4      21.0%
    Eliminations                               (18.6)      (11.5)      N/A
    Total Sales by Operating Group            $700.8      $582.9      20.2%


                                              Twelve Months Ended
                                                 December 31,           %
                                               2002        2001       Change

    Morse TEC                               $1,046.9      $869.4      20.4%
    Air/Fluid Systems                          388.4       357.8       8.6%
    Cooling Systems                            235.8       220.5       6.9%
    TorqTransfer Systems                       630.1       500.1      26.0%
    Transmission Systems                       495.2       428.8      15.5%
    Divested Operations                          0.0        18.0       N/A
      Subtotal                               2,796.4     2,394.6      16.8%
    Eliminations                               (65.3)      (43.0)      N/A
    Total Sales by Operating
     Group                                  $2,731.1    $2,351.6      16.1%



    BorgWarner Inc.
    Earnings Before Interest and Taxes by Operating Group (Unaudited)
    (millions of dollars)


                                          Three Months Ended
                                             December 31,         % Change
                                                2001      2001     2002 to
                                                 As        Pro    2001 Pro
                                    2002      Reported    Forma     Forma

    Morse TEC                      $49.0       $34.2      $37.3      31.4%
    Air/Fluid Systems               $2.0        $1.7       $3.4     -41.2%
    Cooling Systems                  4.8         1.5        5.9     -18.6%
    TorqTransfer Systems            14.0        11.4       11.5      21.7%
    Transmission Systems            14.9        12.6       14.1       5.7%
    Divested Operations              0.0         0.0        0.0       N/A
    Total EBIT by Operating Group  $84.7       $61.4      $72.2      17.3%

    The pro forma column excludes the impact of goodwill amortization for
    comparability.


    BorgWarner Inc.
    Earnings Before Interest and Taxes by Operating Group (Unaudited)
    (millions of dollars)

                                         Twelve Months Ended
                                             December 31,         % Change
                                                2001      2001     2002 to
                                                 As        Pro    2001 Pro
                                    2002      Reported    Forma     Forma

    Morse TEC                      $159.2      $119.8     $132.1       20.5%
    Air/Fluid Systems               $23.4       $12.9      $19.4       20.6%
    Cooling Systems                  25.1         7.5       25.2       -0.4%
    TorqTransfer Systems             39.2        24.1       24.2       62.0%
    Transmission Systems             64.9        48.5       54.2       19.7%
    Divested Operations               0.0        (0.2)      (0.2)       N/A
    Total EBIT by Operating Group  $311.8      $212.6     $254.9       22.3%

    The pro forma column excludes the impact of goodwill amortization for
    comparability.




    The following charts show sales and EBIT by group under BorgWarner's new
    group structure.  The new structure will be effective for all 2003
    reporting.


    BorgWarner Inc.
    Sales by Operating Group (Unaudited)
    (millions of dollars)                     Three Months Ended
                                                 December 31,           %
                                               2002        2001       Change

    Driveline                                 $302.6      $241.5      25.3%
    Engine                                     408.1       349.4      16.8%
    Divested Operations                          0.0         0.0       N/A
      Subtotal                                 710.7       590.9      20.3%
    Eliminations                                (9.9)       (8.0)      N/A
    Total Sales by Operating Group            $700.8      $582.9      20.2%


                                               Twelve Months Ended
                                                  December 31,         %
                                               2002         2001     Change

    Driveline                               $1,122.1      $937.2      19.7%
    Engine                                   1,648.2     1,426.6      15.5%
    Divested Operations                          0.0        18.0       N/A
      Subtotal                               2,770.3     2,381.8      16.3%
    Eliminations                               (39.2)      (30.2)      N/A
    Total Sales by Operating
     Group                                  $2,731.1    $2,351.6      16.1%




    BorgWarner Inc.
    Earnings Before Interest and Taxes by Operating Group
    (Unaudited)
    (millions of dollars)

                                          Three Months Ended
                                           December 31,              % Change
                                               2001                   2002 to
                                                As         2001       2001 Pro
                                   2002      Reported    Pro Forma     Forma

    Driveline                     $28.0        $23.7       $25.4        10.2%
    Engine                         56.7         37.7        46.8        21.2%
    Divested Operations             0.0          0.0         0.0         N/A
    Total EBIT by Operating
     Group                        $84.7        $61.4       $72.2        17.3%

    The pro forma column excludes the impact of goodwill amortization for
    comparability.

                                       Twelve Months Ended
                                           December 31,              % Change
                                               2001                   2002 to
                                                As         2001       2001 Pro
                                   2002      Reported    Pro Forma     Forma



    Driveline                     $99.4       $70.0        $76.8       29.4%
    Engine                        212.4       142.8        178.3       19.1%
    Divested Operations             0.0        (0.2)        (0.2)       N/A
    Total EBIT by Operating
     Group                       $311.8      $212.6       $254.9       22.3%

    The pro forma column excludes the impact of goodwill amortization for
    comparability.



    BorgWarner Inc.
    Consolidated Condensed Balance Sheet (Unaudited)
    (millions of dollars)

                                         December 31, 2002   December 31, 2001
    ASSETS
    Cash and cash equivalents                    $36.6                 $32.9
    Receivables                                  292.1                 203.7
    Inventories                                  180.3                 143.8
    Other current assets                          51.3                  60.9
          Total Current Assets                   560.3                 441.3

    Property, plant, and equipment               894.9                 838.2
    Other long-term assets                     1,206.7               1,491.4
          Total assets                        $2,661.9              $2,770.9


    LIABILITIES
    Notes payable                                $14.4                 $35.6
    Accounts payable and accrued expenses        412.4                 410.6
    Accrued income taxes payable                  23.2                   8.8
          Total current liabilities              450.0                 455.0

    Long-term debt                               632.3                 701.4
    Other long-term liabilities                  606.1                 510.3

    STOCKHOLDERS' EQUITY
    Stockholders' equity                         973.5               1,104.2
          Total liabilities and
             stockholders' equity             $2,661.9              $2,770.9