SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2009
BORGWARNER INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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1-12162
(Commission File No.)
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13-3404508
(IRS Employer
Identification No.) |
3850 Hamlin Road, Auburn Hills, Michigan 48326
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (248) 754-9200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 4.01. Changes in Registrant’s Certifying Accountant.
The Audit Committee of the Company’s Board of Directors solicited proposals from the four major
accounting firms and conducted an extensive evaluation process in connection with the selection of
the Company’s independent auditor for the fiscal year ending December 31, 2009. Following this
process, on October 6, 2008, the Audit Committee (i) elected to replace, and thereby dismissed,
Deloitte & Touche LLP (“Deloitte”) as its independent auditor for the Company’s fiscal year ending
December 31, 2009, and (ii) appointed Pricewaterhouse Coopers LLP (“PwC”) to serve as the Company’s
independent auditor for 2009. Deloitte continued as the Company’s auditor for the fiscal year
ended December 31, 2008. With the filing on February 12, 2009 of the Company’s Annual Report of
Form 10-K for the year ended December 31, 2008, Deloitte was dismissed as the Company’s independent
auditor and the Company’s auditor – client relationship with Deloitte effectively ceased.
Deloitte’s audit report dated February 12, 2009 on the Company’s consolidated financial statements
for the fiscal years ended December 31, 2008 and 2007 did not contain an adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles, except that the audit report included an emphasis of a matter indicating
that as discussed in Note 1 to the consolidated financial statements, the Company changed its
methods of accounting in 2007 for income taxes as a result of adopting FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, and in 2006 for defined benefit pension and other
postretirement plans as a result of adopting SFAS No. 158, Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans. The audit report of Deloitte dated February 12,
2009 on the effectiveness of internal control over financial reporting as of December 31, 2008 did
not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles.
During the Company’s two most recent fiscal years and the subsequent interim period from January 1,
2009 through February 12, 2009, (i) there were no disagreements between the Company and Deloitte on
any matters of accounting principles or practices, financial statement disclosure or auditing scope
or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have
caused Deloitte to make reference to the subject matter of the disagreement in its report on the
Company’s consolidated financial statements, and (ii) there were no “reportable events” as that
term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Deloitte with a copy of the foregoing statements and has requested and
received from Deloitte a letter addressed to the Securities and Exchange Commission stating whether
or not Deloitte agrees with the above statements. A copy of the letter from Deloitte is attached
as Exhibit 16.1 to this Form 8-K/A.
During the two most recent fiscal years and the subsequent interim period from January 1, 2009
through February 12, 2009, neither the Company nor anyone acting on behalf of the Company,
consulted PwC regarding any of the matters or events set forth in Item 3.04 (a)(2) of Regulation
S-K.