Borgwarner Inc: Form 10-Q for the period ended Jun 30, 2024

INTRODUCTION

BorgWarner Inc. and Consolidated Subsidiaries (the “Company” or “BorgWarner”) is a global product leader in clean and efficient technology solutions for combustion, hybrid and electric vehicles. BorgWarner’s products help improve vehicle performance, propulsion efficiency, stability and air quality. The Company manufactures and sells these products worldwide, primarily to original equipment manufacturers (“OEMs”) of light vehicles (passenger cars, sport-utility vehicles (“SUVs”), vans and light trucks). The Company’s products are also sold to other OEMs of commercial vehicles (medium-duty trucks, heavy-duty trucks and buses) and off-highway vehicles (agricultural and construction machinery and marine applications). The Company also manufactures and sells its products to certain tier one vehicle systems suppliers and into the aftermarket for light, commercial and off-highway vehicles. The Company operates manufacturing facilities serving customers in Europe, the Americas and Asia and is an original equipment supplier to nearly every major automotive OEM in the world.

During the three and six months ended June 30, 2024, the Company recognized a $3 million and $19 million increase in Net earnings attributable to BorgWarner Inc., respectively, in the Condensed Consolidated Statement of Operations for the correction of misstatements related to certain accruals, of which $12 million related to 2023 (the remainder relates to periods prior to 2023). The Company has evaluated the effect of these out-of-period adjustments for the current reporting period, as well as on the previous interim and annual periods in which they should have been recognized, and concluded that these adjustments are not material to any of the periods affected.

Charging Forward - Electrification Portfolio Strategy

In 2021, the Company announced its strategy to aggressively grow its eProducts over time through organic investments and technology-focused acquisitions. eProducts include all products utilized on or for electric vehicles (“EVs”) plus those same products and components that are included in hybrid powertrains whose underlying technologies are adaptable or applicable to those used in or for EVs. The Company believes it is well positioned for the industry’s anticipated migration to EVs.

In June 2023, the Company announced the next phase of its Charging Forward strategy, which focuses on profitably growing eProducts while maximizing the value of the Company’s Foundational products portfolio. Foundational products include all products utilized on internal combustion engines plus those same products and components that are also included in hybrid powertrains. During the six months ended June 30, 2024 and 2023, the Company’s eProducts revenue was approximately $1,082 million and $922 million, respectively, or 15% and 13% of its total revenue, respectively.

On July 3, 2023, BorgWarner completed the previously announced spin-off (“Spin-Off”) of its Fuel Systems and Aftermarket segments in a transaction intended to qualify as tax free to the Company’s stockholders for U.S. federal income tax purposes, which was accomplished by the distribution of 100% of the outstanding common stock of PHINIA, Inc. (“PHINIA”) to holders of record of common stock of the Company on a pro-rata basis. Each holder of record of common stock of the Company received one share of PHINIA common stock for every five shares of common stock of the Company held on June 23, 2023, the record date for the distribution. In lieu of fractional shares of PHINIA, stockholders of the Company received cash. PHINIA is an independent public company trading under the symbol “PHIN” on the New York Stock Exchange.

The historical results of operations of PHINIA for periods prior to the Spin-Off are presented as discontinued operations in the accompanying Condensed Consolidated Financial Statements.

Acquisitions

Eldor Corporation’s Electric Hybrid Systems Business

On December 1, 2023, the Company completed its acquisition of the electric hybrid systems business segment of Eldor Corporation (“Eldor”), which is headquartered in Italy. The Company expects the acquisition to complement its existing ePropulsion product portfolio by enhancing the Company’s engineering capabilities in power electronics. The Company paid €72 million ($78 million) at closing and is obligated to remit up to €175 million ($191 million) of earn-out payments that could be paid over the two years following closing.

Hubei Surpass Sun Electric Charging Business

On March 1, 2023, the Company completed its acquisition of the electric vehicle solution, smart grid and smart energy businesses of Hubei Surpass Sun Electric, pursuant to an Equity Transfer Agreement. The acquisition is expected to complement the Company’s existing European and North American charging footprint by adding a presence in China. The total consideration was ¥288 million ($42 million), including ¥268 million ($39 million) of base purchase price and ¥20 million ($3 million) of estimated earn-out payments. The Company paid ¥217 million ($31 million) of the base purchase price in the year ended December 31, 2023. The remaining ¥51 million ($8 million) of base purchase price is payable in two installments with the last payment due before September 30, 2025. In addition, pursuant to the agreement, the Company could be obligated to remit up to ¥103 million ($15 million), in the form of contingent payments over approximately two years following the closing.

Drivetek AG

On December 1, 2022, the Company acquired Drivetek AG, an engineering and product development company located in Switzerland. This acquisition is expected to strengthen the Company’s power electronics capabilities in auxiliary inverters to accelerate the growth of the High Voltage eFan business. The Company paid ₣27 million ($29 million) of base purchase price at closing, and up to ₣10 million ($10 million) could be paid in the form of contingent earn-out payments over three years following the closing.

Rhombus Energy Solutions

On July 29, 2022, the Company acquired Rhombus Energy Solutions, a provider of charging solutions in the North American market. The acquisition is expected to complement the Company’s existing European charging footprint to accelerate organic growth and adds North American regional presence to its charging business. The Company paid $131 million at closing, and up to $30 million could be paid in the form of contingent earn-out payments over three years following the closing. The Company’s current estimates indicate that the minimum thresholds for these earn-out targets will not be achieved; thus, no amount for the earn-out payments has been included in the purchase consideration.

Santroll Automotive Components

On March 31, 2022, the Company acquired Santroll Automotive Components, a carve-out of Santroll Electric Auto’s eMotor business. The acquisition is expected to strengthen the Company’s vertical integration, scale and portfolio breadth in light vehicle eMotors while allowing for increased speed to market. The total final consideration was $192 million, including approximately ¥1.0 billion ($152 million) of base purchase price and ¥0.25 billion ($40 million) of originally estimated earn-out payments. The Company paid approximately ¥1.0 billion ($157 million) of base purchase price in the year ended December 31, 2022 and no longer expects to recapture a previously anticipated $5 million of post-closing adjustments, which was recorded in Other operating expense, net during the three months ended March 31, 2023. Pursuant to the Equity Transfer Agreement for the acquisition, the obligation of the Company to remit up to ¥0.3 billion (approximately $47 million) of earn-out payments was contingent upon achievement of certain sales volume targets and certain estimated future volume targets associated with newly awarded business. During the second quarter of 2023, the Company paid approximately ¥0.2 billion ($24 million) to settle the remaining earn-out liability and related adjustments.

Refer to Note 3, “Acquisitions,” to the Condensed Consolidated Financial Statements in Item 1 of this report for more information.

Key Trends and Economic Factors

Commodities and Other Inflationary Impacts. Prices for commodities have started showing a lower level of volatility in comparison to what the Company had experienced from the beginning of 2021. At the same time, many economies, including the United States, are still experiencing elevated levels of inflation, which continues to put pressure on other input costs (e.g. labor, energy, other materials). As a result, the Company expects a trend of slight increasing or flat costs.

Outlook

The Company expects global market production to decrease modestly year-over-year in 2024. However, the Company expects net new business-related sales growth, due to the increased penetration of BorgWarner products, including eProducts, to drive a modest sales increase despite the decreased market production. As a result, the Company expects increased revenue in 2024, excluding the impact of foreign currencies. The Company expects the earnings benefit of this revenue growth to be partially offset by the increased investments made in Research and Development (“R&D”).

The Company maintains a positive long-term outlook for its global business and is committed to new product development and strategic investments to enhance its product leadership strategy. There are several trends that are driving the Company’s long-term growth that management expects to continue, including adoption of product offerings for electrified vehicles and increasingly stringent global emissions standards that the Company believes support demand for the Company’s products that drive vehicle efficiency.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2024 vs. Three Months Ended June 30, 2023

The following table presents a summary of our operating results:

(in millions, except per share data)

Net sales

Net sales for the three months ended June 30, 2024 totaled $3,603 million, a decrease of $68 million, or 2%, compared to the three months ended June 30, 2023. The change in net sales for the three months ended June 30, 2024 was primarily driven by the following:

• Fluctuations in foreign currencies resulted in a year-over-year decrease in sales of approximately $62 million primarily due to the weakening of the Chinese Renminbi, Euro and Korean Won, in each case relative to the U.S. Dollar.
• Lower volume, mix and net new business decreased sales approximately $12 million. This decrease was primarily driven by a decline in market production. The weighted average market production as estimated by the Company was down approximately 2% from the three months ended June 30, 2023. Weighted average market production reflects light and commercial vehicle production as reported by IHS weighted for the Company’s geographic exposure, as estimated by the Company.
• Acquisitions contributed $6 million in additional sales during the three months ended June 30, 2024.

Cost of sales and gross profit

Cost of sales and cost of sales as a percentage of net sales were $2,918 million and 81.0%, respectively, during the three months ended June 30, 2024, compared to $2,991 million and 81.5%, respectively, during the three months ended June 30, 2023. The change in cost of sales for the three months ended June 30, 2024 was primarily driven by the following:

• Fluctuations in foreign currencies resulted in a year-over-year decrease in cost of sales of approximately $48 million primarily due to the weakening of the Chinese Renminbi, Korean Won, and Euro, in each case relative to the U.S. Dollar.
• Lower sales volume, mix and net new business and purchasing savings decreased cost of sales by approximately $8 million.

Gross profit and gross margin were $685 million and 19.0%, respectively, during the three months ended June 30, 2024, compared to $680 million and 18.5%, respectively, during the three months ended June 30, 2023. The increase in gross margin was primarily due to the factors discussed above.

Selling, general and administrative expenses (“SG&A”)

SG&A for the three months ended June 30, 2024 was $341 million as compared to $334 million for the three months ended June 30, 2023. SG&A as a percentage of net sales was 9.5% and 9.1% for the three months ended June 30, 2024 and 2023, respectively.

The change in SG&A was primarily attributable Research and Development (“R&D”) costs that increased by $6 million. R&D costs, net of customer reimbursements, were 5.2% of net sales for the three months ended June 30, 2024, compared to 5.0% of net sales for the three months ended June 30, 2023. The increase in R&D costs, net of customer reimbursements, was primarily due to increasing net investment related to the Company’s eProduct portfolio.

Restructuring expense was $25 million and $9 million for the three months ended June 30, 2024 and 2023, respectively, primarily related to employee termination benefits. Refer to Note 5, “Restructuring,” to the Condensed Consolidated Financial Statements in Item 1 of this report for more information.

In 2023, the Company announced a $130 million to $150 million restructuring plan to address structural costs primarily in its Foundational products businesses. During the three and six months ended June 30, 2024 and 2023, the Company recorded $15 million and $9 million, respectively, of restructuring costs related to this plan. The resulting gross savings related to this plan are expected to be in the range of at least $80 million to $90 million annually by 2027 and are being utilized to sustain overall operating margin profile and cost competitiveness. Nearly all of the restructuring charges are expected to be cash expenditures, funded by cash on hand.

In June 2024, the Company announced a $75 million restructuring plan to address the cost structure in its ePropulsion segment due to increased market volatility. During the three months ended June 30, 2024, the Company recorded $10 million of restructuring charges related to this plan. The resulting annual cost savings related to this plan is expected to be approximately $100 million by 2026.

Other operating expense, net was $22 million and $4 million for the three months ended June 30, 2024 and 2023, respectively. The change in Other operating expense, net was primarily due to:

• A loss of approximately $15 million related to the settlement of a commercial contract assumed in its acquisition of the electric hybrid systems business segment of Eldor during the three months ended June 30, 2024.
• Expense of approximately $11 million primarily for adjustments to net amounts owed to the Company related to the tax matters agreement between the Company and PHINIA during the three months ended June 30, 2024.
• Merger and acquisition expense of $8 million primarily related to professional fees associated with specific acquisition initiatives during the three months ended June 30, 2023.

Other operating expense, net is primarily comprised of items included within the subtitle “Non-comparable items impacting the Company’s earnings per diluted share and net earnings” below.

Equity in affiliates’ earnings, net of tax was $12 million for both the three months ended June 30, 2024 and 2023, respectively. This line item is driven by the results of the Company’s unconsolidated joint ventures.

Unrealized loss on equity and debt securities was $54 million for the three months ended June 30, 2023. This line item reflects the net unrealized gains or losses recognized due to valuing the Company’s investments at fair value. For the three months ended June 30, 2023, this primarily related to losses recognized to adjust the Company’s investment in Wolfspeed Inc. (“Wolfspeed”) convertible debt securities to fair value. The Company sold its Wolfspeed convertible debt securities during the third and fourth quarters of 2023.

Interest expense, net was $8 million and $12 million for the three months ended June 30, 2024 and 2023, respectively. This decrease was primarily due to the reduction in interest following a debt extinguishment completed in September 2023 and higher interest rates on cash and cash equivalents balances.

(Benefit) provision for income taxes was a benefit of $31 million for the three months ended June 30, 2024, resulting in an effective rate of (10)%. This compared to a provision of $30 million, or an effective rate of 11%, for the three months ended June 30, 2023. During the three months ended June 30, 2024, the Company recorded a discrete tax benefit of $89 million related to a reduction in certain unrecognized tax benefits and accrued interest for matters where the statute of limitations lapsed. In addition, the Company recorded a discrete tax benefit of $4 million related to net changes to valuation allowances. During the three months ended June 30, 2023, the Company recorded a discrete tax benefit of approximately $29 million in relation to the Spin-Off and a $10 million discrete tax benefit relating to various immaterial tax adjustments.

Six Months Ended June 30, 2024 vs. Six Months Ended June 30, 2023

The following table presents a summary of our operating results:

(in millions, except per share data)

Net sales

Net sales for the six months ended June 30, 2024 totaled $7,198 million, an increase of $144 million, or 2%, compared to the six months ended June 30, 2023. The change in net sales for the six months ended June 30, 2024 was primarily driven by the following:

• Favorable volume, mix and net new business increased sales approximately $221 million, or 3%. This increase was primarily driven by growth despite flat market production, which the Company believes reflects higher demand for its products. The weighted average market production as estimated by the Company, was flat from the six months ended June 30, 2023. Weighted average market production reflects light and commercial vehicle production as reported by IHS weighted for the Company’s geographic exposure, as estimated by the Company.
• Fluctuations in foreign currencies resulted in a year-over-year decrease in sales of approximately $94 million primarily due to the weakening of the Chinese Renminbi and Korean Won, in each case relative to the U.S. Dollar.
• Acquisitions contributed $17 million in additional sales during the six months ended June 30, 2024.

Cost of sales and gross profit

Cost of sales and cost of sales as a percentage of net sales were $5,869 million and 81.5%, respectively, during the six months ended June 30, 2024, compared to $5,797 million and 82.2%, respectively, during the six months ended June 30, 2023. The change in cost of sales for the six months ended June 30, 2024 was primarily driven by the following:

• Higher sales volume, mix and net new business and purchasing savings increased cost of sales by approximately $123 million.
• Fluctuations in foreign currencies resulted in a year-over-year decrease in cost of sales of approximately $71 million primarily due to the weakening of the Chinese Renminbi and Korean Won, in each case relative to the U.S. Dollar.

Gross profit and gross margin were $1,329 million and 18.5%, respectively, during the six months ended June 30, 2024, compared to $1,257 million and 17.8%, respectively, during the six months ended June 30, 2023. The increase in gross margin was primarily due to the factors discussed above.

Selling, general and administrative expenses (“SG&A”)

SG&A for the six months ended June 30, 2024 was $670 million as compared to $633 million for the six months ended June 30, 2023. SG&A as a percentage of net sales was 9.3% and 9.0% for the six months ended June 30, 2024 and 2023, respectively.

The change in SG&A was primarily attributable Research and Development (“R&D”) costs that increased by $27 million. R&D costs, net of customer reimbursements, were 5.2% of net sales for the six months ended June 30, 2024, compared to 4.9% of net sales for the six months ended June 30, 2023. The increase in R&D costs, net of customer reimbursements, was primarily due to increasing net investment related to the Company’s eProduct portfolio.

Restructuring expense was $44 million and $12 million for the six months ended June 30, 2024 and 2023, respectively, primarily related to employee termination benefits. Refer to Note 5, “Restructuring,” to the Condensed Consolidated Financial Statements in Item 1 of this report for more information.

In 2023, the Company announced a $130 million to $150 million restructuring plan to address structural costs primarily in its Foundational products businesses. During the six months ended June 30, 2024 and 2023, the Company recorded $34 million and $12 million, respectively, of restructuring costs related to this plan.

In June 2024, the Company announced a $75 million restructuring plan to address the cost structure in its ePropulsion segment due to increased market volatility. During the six months ended June 30, 2024, the Company recorded $10 million of restructuring charges related to this plan.

Other operating expense, net was $23 million and $5 million for the six months ended June 30, 2024 and 2023, respectively. The change in Other operating expense, net was primarily due to:

• A loss of approximately $15 million related to the settlement of a commercial contract assumed in its acquisition of the electric hybrid systems business segment of Eldor during the six months ended June 30, 2024.
• Expense of approximately $11 million primarily for adjustments to net amounts owed to the Company related to the tax matters agreement related to the Spin-Off during the six months ended June 30, 2024.
• Merger and acquisition expense of $5 million and $16 million, primarily related to professional fees associated with specific acquisition initiatives during the six months ended June 30, 2024 and 2023, respectively.
• Gains on the sale of business of $3 million and $5 million were recorded during the six months ended June 30, 2024 and 2023, respectively, that related to the recognition of earn-outs on prior dispositions.
• A gain of $6 million related to the sale of certain fixed assets during the six months ended June 30, 2023.

Other operating expense, net is primarily comprised of items included within the subtitle “Non-comparable items impacting the Company’s earnings per diluted share and net earnings” below.

Equity in affiliates’ earnings, net of tax was $17 million and $13 million for the six months ended June 30, 2024 and 2023, respectively. This line item is driven by the results of the Company’s unconsolidated joint ventures.

Unrealized loss on equity and debt securities was $2 million and $69 million for the six months ended June 30, 2024 and 2023, respectively. This line item reflects the net unrealized gains or losses recognized due to valuing the Company’s investments at fair value. For the six months ended June 30, 2023, this primarily related to losses recognized to adjust the Company’s investment in Wolfspeed convertible debt securities to fair value. The Company sold its Wolfspeed convertible debt securities during the third and fourth quarters of 2023.

Interest expense, net was $13 million and $22 million for the six months ended June 30, 2024 and 2023, respectively. This decrease was primarily due to the reduction in interest following a debt extinguishment completed in September 2023 and higher interest rates on cash and cash equivalents balances.

Provision for income taxes was $31 million for the six months ended June 30, 2024, resulting in an effective rate of 5%. This compared to $97 million, or an effective rate of 19%, for the six months ended June 30, 2023. During the six months ended June 30, 2024, the Company recorded a discrete tax benefit of $89 million related to a reduction in certain unrecognized tax benefits and accrued interest for matters where the statute of limitations lapsed. In addition, the Company recorded a discrete tax benefit of $4 million related to net changes to valuation allowances. During the six months ended June 30, 2023, a the Company recorded a discrete tax benefit of approximately $29 million in relation to the Spin-Off, a discrete tax benefit of approximately $14 million was recorded related to the resolution of tax audits, a $10 million discrete tax expense for the impact of enacted tax law changes, and a discrete tax benefit of $9 million related to various immaterial tax adjustments.

Non-comparable items impacting the Company’s earnings per diluted share

The Company’s earnings per diluted share were $1.39 and $0.97 for the three months ended June 30, 2024 and 2023, respectively and $2.32 and $1.69 for the six months ended June 30, 2024 and 2023, respectively. The non-comparable items presented below are calculated after tax using the corresponding effective tax rate discrete to each item and the weighted average number of diluted shares for each of the periods then ended. The Company believes the following table is useful in highlighting non-comparable items that impacted its earnings per diluted share:

Results by Reportable Segment

The Company’s business is aggregated into three reportable segments: Air Management, Drivetrain & Battery Systems, and ePropulsion. These segments are strategic business groups that are managed separately as each represents a specific grouping of related automotive components and systems.

In the second quarter of 2024, the Company announced a new business unit and management structure designed to further enhance the execution of the Company’s Charging Forward strategy effective July 1, 2024. As of June 30, 2024, management continued to assess the performance of reportable segments using the structure that was in place at December 31, 2023. Beginning with the third quarter of 2024, the Company will assess performance using the new structure and expects to report its financial results in four reportable segments: Turbos & Thermal Technologies, Drivetrain & Morse Systems, PowerDrive Systems and Battery & Charging Systems.

Segment Adjusted Operating Income (Loss) is the measure of segment income or loss used by the Company. Segment Adjusted Operating Income (Loss) is comprised of operating income for the Company’s reportable segments adjusted for restructuring, merger, acquisition and divestiture expense, intangible asset amortization expense, impairment charges and other items not reflective of ongoing operating income or loss. The Company believes Segment Adjusted Operating Income (Loss) is most reflective of the operational profitability or loss of our reportable segments.

The following tables present net sales and Segment Adjusted Operating Income (Loss) for the Company’s reportable segments:

Three Months Ended June 30, 2024 vs. Three Months Ended June 30, 2023

(in millions)

The Air Management segment’s net sales decreased $53 million, or 3%, and Segment Adjusted Operating Income decreased $1 million from the three months ended June 30, 2023. Foreign currencies resulted in a year-over-year decrease in sales of approximately $33 million primarily due to the weakening of the Euro, Chinese Renminbi and Korean Won, in each case relative to the U.S. Dollar. The decrease excluding the impact of foreign currencies was primarily due to approximately $20 million of a reduction in volume, mix, and net new business driven by lower non-contractual commercial negotiations and normal contractual customer commodity pass-through arrangements with the Company’s customers. Segment Adjusted Operating Margin was 15.4% for the three months ended June 30, 2024, compared to 15.0% during the three months ended June 30, 2023. The Segment Adjusted Operating Income remained flat primarily due to lower customer recoveries, offset by savings related to purchasing and restructuring.

The Drivetrain & Battery Systems segment’s net sales increased $79 million, or 7%, and Segment Adjusted Operating Income increased $34 million from the three months ended June 30, 2023. Foreign currencies resulted in a year-over-year decrease in sales of approximately $20 million primarily due to the weakening of the Chinese Renminbi, Korean Won and Euro, in each case relative to the U.S. Dollar. The increase excluding the impact of foreign currencies was primarily due to approximately $99 million of volume, mix and net new business driven by increased demand for battery system products in Europe and North America and drivetrain system products in Asia. Segment Adjusted Operating Margin was 14.7% for the three months ended June 30, 2024, compared to 12.7% during the three months ended June 30, 2023. The Segment Adjusted Operating Income increase was primarily due to conversion on higher sales and purchasing savings.

The ePropulsion segment’s net sales decreased $102 million, or 18%, and Segment Adjusted Operating Loss increased $30 million from the three months ended June 30, 2023. Foreign currencies resulted in a year-over-year decrease in sales of approximately $9 million primarily due to the weakening of the Chinese Renminbi relative to the U.S. Dollar. Acquisitions contributed $6 million in additional sales during the three months ended June 30, 2024. The decrease excluding these items was primarily due to approximately $99 million of a reduction in volume, mix and net new business driven by decreased demand for the Company’s light vehicle eProducts in North America and China. Segment Adjusted Operating Margin was (10.6)% for the three months ended June 30, 2024, compared to (3.4)% during the three months ended June 30, 2023. The Segment Adjusted Operating Loss was primarily due to investments in R&D for eProducts. The Segment Adjusted Operating Loss increased due to lower sales, higher R&D investments and impacts related to the Eldor acquisition.

Six Months Ended June 30, 2024 vs. Six Months Ended June 30, 2023

(in millions)

The Air Management segment’s net sales decreased $2 million and Segment Adjusted Operating Income increased $22 million from the six months ended June 30, 2023. Foreign currencies resulted in a year-over-year decrease in sales of approximately $42 million primarily due to the weakening of the Chinese Renminbi and Korean Won, in each case relative to the U.S. Dollar. Acquisitions contributed $5 million in additional sales during the six months ended June 30, 2024. The increase excluding these items was primarily due to approximately $35 million of volume, mix and net new business driven by increased demand for the Company’s products. Segment Adjusted Operating Margin was 15.3% for the six months ended June 30, 2024, compared to 14.7% during the six months ended June 30, 2023. The Segment Adjusted Operating Income increase was primarily due to purchasing savings and lower input costs.

The Drivetrain & Battery Systems segment’s net sales increased $282 million, or 14%, and Segment Adjusted Operating Income increased $81 million from the six months ended June 30, 2023. Foreign currencies resulted in a year-over-year decrease in sales of approximately $33 million primarily due to the weakening of the Chinese Renminbi and Korean Won, in each case relative to the U.S. Dollar. The increase excluding the impact of foreign currencies was primarily due to approximately $315 million of volume, mix and net new business driven by increased demand for battery system products in Europe and North America and drivetrain system products in Asia. Segment Adjusted Operating Margin was 14.2% for the six months ended June 30, 2024, compared to 12.2% during the six months ended June 30, 2023. The Segment Adjusted Operating Income increase was primarily due to conversion on higher sales and lower input costs, partially offset by investments in R&D for battery systems.

The ePropulsion segment’s net sales decreased $153 million, or 15%, and Segment Adjusted Operating Loss increased $57 million from the six months ended June 30, 2023. Foreign currencies resulted in a year-over-year decrease in sales of approximately $19 million primarily due to the weakening of the Chinese Renminbi relative to the U.S. Dollar. Acquisitions contributed $12 million in additional sales during the six months ended June 30, 2024. The decrease excluding these items was primarily due to approximately $146 million of a reduction in volume, mix and net new business driven by decreased demand for the Company’s light vehicle eProducts in North America and China. Segment Adjusted Operating Margin was (12.3)% for the six months ended June 30, 2024, compared to (5.1)% during the six months ended June 30, 2023. The Segment Adjusted Operating Loss was primarily due to investments in R&D for eProducts. The Segment Adjusted Operating Loss increased due to lower sales, higher R&D investments and impacts related to the Eldor acquisition.

FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

The Company maintains various liquidity sources, including cash and cash equivalents and the unused portion of its multi-currency revolving credit agreement. As of June 30, 2024, the Company had liquidity of $3,288 million, comprised of cash, cash equivalent and restricted cash balances of $1,288 million and an undrawn revolving credit facility of $2,000 million. The Company was in full compliance with its covenants under the revolving credit facility and had full access to its undrawn revolving credit facility. Given the Company’s strong liquidity position, management believes that it will have sufficient liquidity and will maintain compliance with all covenants through at least the next 12 months.

As of June 30, 2024, cash and cash equivalent balances of $744 million were held by the Company’s subsidiaries outside the United States. Cash and cash equivalents held by these subsidiaries are used to fund foreign operational activities and future investments, including acquisitions. The majority of cash held outside the United States is available for repatriation. The Company uses its U.S. liquidity primarily for various corporate purposes, including but not limited to debt service, share repurchases, dividend distributions, acquisitions and other corporate expenses.

The Company has a $2.0 billion multi-currency revolving credit facility that includes a feature allowing the Company the ability to increase the facility by $1.0 billion with bank group approval. This facility matures in September 2028. The credit facility agreement contains customary events of default and one key financial covenant, which is a debt-to-EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) ratio. The Company was in compliance with the financial covenant at June 30, 2024. At June 30, 2024 and December 31, 2023, the Company had no outstanding borrowings under this facility.

The Company’s commercial paper program allows the Company to issue up to $2.0 billion of short-term, unsecured commercial paper notes under the limits of its multi-currency revolving credit facility. Under this program, the Company may issue notes from time to time and use the proceeds for general corporate purposes. The Company had no outstanding borrowings under this program as of June 30, 2024 and December 31, 2023.

The total current combined borrowing capacity under the multi-currency revolving credit facility and commercial paper program cannot exceed $2.0 billion.

In addition to the revolving credit facility, the Company’s universal shelf registration statement filed with the U.S. Securities and Exchange Commission provides the Company with the ability to issue various debt and equity securities subject to market conditions.

On February 7, 2024, April 24, 2024 and July 23, 2024, the Company’s Board of Directors declared quarterly cash dividends of $0.11 per share of common stock, respectively. The dividends declared in the first quarter and second quarter were paid on March 15, 2024 and June 17, 2024, respectively. The dividend declared in the third quarter will be paid on September 16, 2024.

From a credit quality perspective, the Company has a credit rating of BBB from Standard & Poor’s, Baa1 from Moody’s and BBB+ from Fitch Ratings. The current outlook from each of Fitch, Standard & Poor’s and Moody’s is stable. None of the Company's debt agreements requires accelerated repayment in the event of a downgrade in credit ratings.

Cash Flows

Operating Activities

(in millions)

Net cash provided by operating activities was $344 million for the six months ended June 30, 2024 compared to $289 million for the six months ended June 30, 2023. The increase for the six months ended June 30, 2024 compared with the six months ended June 30, 2023 was primarily due to higher net earnings adjusted for non-cash charges and changes in working capital.

Investing Activities

(in millions)

Net cash used in investing activities was $313 million during the first six months of 2024 compared to $436 million during the first six months of 2023. In 2023, the Company acquired the electric vehicle solution, smart grid and smart energy businesses of Hubei Surpass Sun Electric. As a percentage of sales, capital expenditures were 4.9% and 6.2% for the six months ended June 30, 2024 and 2023, respectively. The year-over-year reduction in capital expenditures was primarily due to lower eProduct investments.

Financing Activities

(in millions)

Net cash used in financing activities was $242 million during the first six months of 2024 compared to $208 million during the first six months of 2023. Net cash used in financing activities during the six months ended June 30, 2024 was primarily related to the $100 million of BorgWarner share repurchases, $50 million in dividends paid to the Company’s stockholders and $55 million in dividends paid to noncontrolling stockholders of the Company’s consolidated joint ventures.

CONTINGENCIES

In the normal course of business, the Company is party to various commercial and legal claims, actions and complaints, including matters involving warranty claims, intellectual property claims, governmental investigations and related proceedings, general liability and other risks. It is not possible to predict with certainty whether or not the Company will ultimately be successful in any of these commercial and legal matters or, if not, what the impact might be. The Company does not believe that adverse outcomes in any of these commercial and legal claims, actions and complaints are reasonably likely to have a material adverse effect on the Company’s results of operations, financial position or cash flows. An adverse outcome could, nonetheless, be material to the results of operations or cash flows.

Environmental

The Company and certain of its current and former direct and indirect corporate predecessors, subsidiaries and divisions have been identified by the United States Environmental Protection Agency and certain state environmental agencies and private parties as potentially responsible parties (“PRPs”) at various hazardous waste disposal sites under the Comprehensive Environmental Response, Compensation and Liability Act (“Superfund”) and equivalent state laws and, as such, may be presently liable for the cost of clean-up and other remedial activities at 17 such sites as of both June 30, 2024 and December 31, 2023. Responsibility for clean-up and other remedial activities at a Superfund site is typically shared among PRPs based on an allocation formula.

The Company believes that none of these matters, individually or in the aggregate, will have a material adverse effect on its results of operations, financial position or cash flows. Generally, this is because either the estimates of the maximum potential liability at a site are not material or the liability will be shared with other PRPs, although no assurance can be given with respect to the ultimate outcome of any such matter.

Refer to Note 20, “Contingencies,” to the Condensed Consolidated Financial Statements in Item 1 of this report for further details and information with respect to the Company’s environmental liability.

New Accounting Pronouncements

Refer to Note 2, “New Accounting Pronouncements,” to the Condensed Consolidated Financial Statements in Item 1 of this report for a detailed description of new applicable accounting pronouncements.

There have been no material changes to the information concerning the Company’s exposures to interest rate risk or commodity price risk as stated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Foreign currency exchange rate risk is the risk that the Company will incur economic losses due to adverse changes in foreign currency exchange rates. Currently, the Company’s most significant currency exposures relate to the Brazilian Real, British Pound, Chinese Renminbi, Euro, Korean Won, Mexican Peso, Polish Zloty, Singaporean Dollar and Thai Baht. The Company mitigates its foreign currency exchange rate risk by establishing local production facilities and related supply chain participants in the markets it serves, by invoicing customers in the same currency as the source of the products and by funding some of its investments in foreign markets through local currency loans. The Company also monitors its foreign currency exposure in each country and implements strategies to respond to changing economic and political environments. In addition, the Company regularly enters into forward currency contracts, cross-currency swaps and foreign currency-denominated debt designated as net investment hedges to reduce exposure to translation exchange rate risk. As of June 30, 2024 and December 31, 2023, the Company recorded a deferred gain of $182 million and $112 million, respectively, both before taxes, for designated net investment hedges within accumulated other comprehensive income (loss).

The significant foreign currency translation adjustments during the three and six months ended June 30, 2024 and 2023 are shown in the following tables, which provide the percentage change in U.S. Dollar against the respective currencies and the approximate impacts of these changes recorded within other comprehensive income (loss) for the respective periods.

(in millions, except for percentages)

(in millions, except for percentages)

53

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the six months ended June 30, 2024, there have been no material changes from the risk factors disclosed in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2023.