Good morning. My name is Tina and I will be your conference facilitator today. At this time, I would like to welcome everyone to the BorgWarner 2007 Third Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be question and answer period. [Operator Instructions] I would now like to turn the call over to Ms. Mary Brevard, Vice President, Investor Relations and Communications. Ms. Brevard, you may begin your conference.

Thank you, Tina. Good day to everyone and thank you for joining us. A release was done before the market opened today, copies were sent to you, and so we hope you have those in hand. We've also posted financial talking points that should help you follow the financial discussion. They are located at borgwarner.com Investor Information, Webcast, Third Quarter 2007 Conference Call Talking Points. These notes will be helpful to you we review... as I said, as we review the financials and the operations. This call today will also be replayed through November 1st. The call in number for replays is 800-642-1687, the ID for the conference is 20121859. The replay is also available on our website. We have a number of conferences coming up, at which we will be participating. A Gabelli Automotive Conference on Oct 30th in Las Vegas; the Baird Industrial Conference in Chicago on November 6th; and of course we will be at the Auto Analysts of New York Conference in conjunction with the International Auto Show here in Detroit. The analyst meeting is January 16th to 18th. Before we begin this call, I need to inform you that during this call we may make forward-looking statements which involve risks and uncertainties as detailed in our 10-K. Our actual results may differ significantly from the matters we discuss today. Moving on to our results, Tim Manganello, Chairman and CEO will be providing comments on the quarter and industry trends; and Robin Adams, our CFO, will discuss operating results in the rest of the year. With that, I will turn it over to Tim.

Thank you Mary and good day everyone. BorgWarner had another great quarter with record third quarter sales and record earnings. The outlook for the fourth quarter also looks favorable. So we've refined our full year guidance to the high end of our range and that range is now $4.73 to $4.83 per share. During the third quarter, we experienced sales growth in every region of the world and every major product family, all driven by demand for our fuel-efficient engine and drivetrain technology. In addition, the third quarter 2007 clearly demonstrated the positive results we achieved by our restructuring initiatives taken in the third quarter of 2006. Sales in our US operations were up a solid 10%, outpacing domestic vehicle production, which was up only 3%. At the same time, sales outside of the US grew 23%, excluding the impact of the currency compared with vehicle production outside of the US that was up only 7%. BorgWarner continues to be in the sweet spot of the global auto market. Third quarter highlights include record sales of $1.3 billion, up 24% from third quarter '06. Third quarter '07 earnings were a record $1.13 per diluted share excluding a net gain of $0.28 per diluted share related to tax adjustments. That's up 47% from the third quarter '06 on an operating basis, which excludes restructuring charge and a gain on a divestiture last year. So let's discuss our group highlights. Engine group results include third quarter '07 sales up 27% to $934 million. Earnings before interest and income taxes were up 33% to $101 million. Sales in the US were up 12%, primarily due to higher sales of turbochargers and emissions products. Our sales outside of the US were up 24% as the group continue to benefit from European and Asian demand…

Thank you Tim and good morning everyone. Before I get into the financials this morning, let's review the industry environment during the third quarter of this year, which was an improvement over the same period a year ago. The global vehicle production was up 6%, with growth in every major region of the world, including the US where, as Tim mentioned, production was up about 3%. The 3% US growth in the quarter was primarily driven by comparison to a weak third quarter in 2006. But this is the first quarter in over a year where we have seen growth in the US market, which is encouraging. Global vehicle production excluding the US was up a solid 7%. Despite the growth in the quarter versus the last year's third quarter, I want you all to remember that overall production levels in the quarter were below first and second quarter this year, which is typical of the industry due to the summer shutdowns in the US and the typical August vacations in Europe. Given that industry background, let's look at our record third quarter financials. On US GAAP basis, net income was reported at $1.41 a share compared with $0.58 a share reported in the third quarter of last year. And while that indicates a growth rate of over 100%, it's not really a fair year-over-year comparison. So, let me help you get the numbers in line to understand the true performance of the company. Reported net income in this quarter included a net gain of $0.28 a share related to tax account adjustments, primarily due to a change in the statutory tax rate in Germany that goes into effect in 2008. Without the tax gain, earning were $1.13 a share, which is more comparable to prior periods, and reflects a…

Thank you very much Robin. I would ask the call coordinator Tina to please give us the protocol for the Q&A session. Tina? Question And Answer

[Operator Instructions] Your next question will come from line of Rich Kwas with Wachovia.

Hi, good morning everyone.

Good morning, Rich.

Robin, question on margins. Your gross margin was up, up a little bit year-over-year, but you had a fairly easy comparison, I thought it would have been up a little bit more significantly. What... was there anything that kept margins, suppressed margins during the quarter on the gross side?

We did have same growth year-over-year as you say on the gross margin side, 17.4% versus 17.3%. If you look at our gross profit, actually first quarter was slightly ahead of that, we were 18.1% in second quarter. Third quarter is always a tough quarter for us from an operating perspective, again due to the vacation taking in the US... in Europe and the shutdown the periods. So third quarter is typically a weaker quarter for us when you look at the four quarters a year from a gross profit perspective. The other thing too is, if you look at... there is a tremendous amount of our growth coming from overseas, and a lot of this growth, as we've said earlier, the incremental margin is at the lower end of the range... the 15% line versus the 20% incremental margin, because we are putting additional infrastructure in place. So those are the really two drivers for the gross profit performance in the quarter. And obviously, fourth quarter always tends to be a stronger quarter for us, and so, you will see stronger gross profit margins in the fourth quarter as well as operating income margins.

Okay. And so if I am hearing you right, aside from the seasonality, it's a mix of business, right, for the third quarter?

Yes, of course, we've got a lot of launches going on too. So those are all things that add up.

And then, Tim, on the Chery agreement, sounds like you are a systems integrator there, is that a lower... is that a higher margin project for you relative to similar type business that you have done in the past?

Well, what we are doing is that we are helping them design and develop he total all-wheel drive system. And as part of that package, we... there will be other peoples' components in that package, along with obviously the BorgWarner torque management couplings and so forth. So it's a way for us to help them optimize their system and at the same time utilize our products as part of that total systems package. But there will be other peoples' parts involved. But we are not buying the other parts, we are not responsible for the other parts in terms of warranty or service or any of the other stuff. We are just helping them integrate the complete design which will include our parts along with other peoples'.

Okay, thanks. And then, on... finally, Robin, on Drivetrain margin, you did 6.9% this quarter on the EBIT side. How should we think about going forward over the next few quarters with... you are restarting to comp the restructuring here, how should we think about the EBIT margin in Drivetrain?

Well, obviously we think the business has stabilized right now given where we were last year. You have seen those... the benefits of the restructuring. So, I would expect margins to be able to maintain somewhere in this range on a relative basis.

Okay, thanks.

Your next question will come from the line of Joe Amaturo with Buckingham Research.

Good morning.

Hi, Joe.

Hi, Joe.

Quick question related to drivetrain. Could you quantify what the restructuring benefit was in the third quarter year-over-year?

Joe, I think the way we have characterized that benefit is looking at the incremental margins, if you look at the incremental margins on the lost sales, which is basically what we restructure to fix, in the third and fourth quarter of last year, the margin... incremental margin on lost sales was like 45%... 44%-45% in the third quarter, north of 35% in the fourth quarter. And as we got to the first and second quarter of this year, those incremental margins were closer to $0.20, $0.25 on a dollar. So the way to look at it is you look at the decline in sales and again third quarter and fourth quarter of last year were both north of $50 million. If you look at the incremental margin on that instead of... $0.45 and $0.38 on the dollars, I think actually were the two numbers, closer to $0.20, $0.25; that's really the benefit.

Okay. And then next question, could you just tell us how many shares you've purchased in the third quarter, if any, and what the average price was?

Yes, we did purchase shares in the third quarter. And I've got that somewhere. We purchased a little over 250,000 shares in the quarter and yes, I know the price, it was about $85 a share.

Okay. And then lastly, you spoke about the improvement in working capital year-on-year. How should we think about that for the full year? Should that continue through the full year or through the fourth quarter as it relates to the cash flow?

The improvements we have through the first 9 months will hold through the end of the year. I think as people remember from a working capital perspective, the forth quarter is always a stronger quarter primarily because of receivables and this phenomenon where the receivables build up in September and June relative to December because of the higher sales levels, those relievable levels will be lower as we get to December because of the lower sales activity in December. So you will see a little bit more strength in working capital in the fourth quarter from a receivables perspective and we should be able to hold on with what we have generated already this year

And build on that a little bit, I am assuming, right?

Yes. Our inventory turns have improved, for the first 9 months were up almost a turn, somewhere close to a turn in the first 9 months. And we hope to hold on to that, expect to hold on to that. And again, you will see some working capital come off the balance sheet from a receivables perspective as well.

Okay, thank you. See you next week.

Okay Joe.

Bye Joe.

Your next question will come from the line of Chris Ceraso with Credit Suisse.

Thanks, good morning

Good morning Chris.

Hi, Chris.

A couple of things. Maybe we can start with a big picture question. If you look at it on a global basis, what would you say your share of the turbocharger market is?

Right now we are in the low 30s percent.

Okay. Can you break that down, Tim, in terms of light vehicles versus commercial vehicles?

Well, I don't have exact breakdown, but I can tell you we have a heavier market share in commercials than probably light vehicles, although in Europe we have a pretty... our light share... our light duty share in the turbocharger market in Europe is pretty strong. So I don't have the breakdown, Chris, but the blended average is... globally is in low 30s.

Chris, I think if you separate the two pieces, I think each of the pieces as well are 30% parts.

Is that right?

Yes.

Okay.

Okay. What's... I know that your traditional top line guidance has been 8% to 11%, you have been doing notably better than that recently even ex-currency. What is your outlook for the next few years? And I know you haven't issued the specific backlog yet, but is it fair to expect that you will be running at the high end of that or better in the next, say, three years?

We haven't... we don't know... quite know what the final backlog numbers are. But I think we... on a top line basis we have been above 10% in terms of growth and we continue plan on being in that range and we like to see bottom line growth also above 10%. So we plan on being in that range for a while, a long while.

Chris, I think from our perspective, what you need to look at... the fundamental trends that are driving the growth in our business. And as we look at those trends, there is nothing going to change in the next three years and in the next five years with respect to the tremendous demand and growth of turbochargers, dual clutch transmissions, the need for more fuel-efficient and emission-friendly powertrain technology. Those trends aren't going to change and therefore what drives our business growth isn't going to change either.

Okay. You mentioned the compact version of the dual clutch, can you just revisit that? This is mainly something that you've talked about with the Asian makers, right ? Can you just give us a feel for the market opportunity there relative to the 2.3 million of regular DCT that you see by 2012?

Yes, sure, Chris. Well, first of all, none of it's included in the 2.3 million units. The market opportunity is... started out we are developing this product for, let's just say, micro cars in Japan, people's cars in China and India, and we have got a product that... this product fits those applications and it's very cost competitive. Those cars are price cars, especially in India and China. And there is probably... the basic car will be a manual transmission, but there will be people who want to upgrade to automatic and they want a low cost automatic. So this technology will fit that category. But we have also developed this technology to fit higher torque vehicles to the point where it will go all the way up and handle mid range vehicles and mid-sized vehicles in terms of torque capacity. It's got a little bit more torque capacity for diesel engine vehicles than it does gas engines. And so this is a product line that has a huge future. We have had a couple of development projects with some Asian OEMs, I'd just say in at least 2 different countries, Japan and China, and we see a lot of opportunity for this, all of which is outside our backlog. This is all stuff that's probably in the 4 to 5 year range timeframe in terms of when we start launching this stuff.

Chris, I think if you look at the growth in A an B segment cars, that's really where... that's a good growth rate to look at, the transmission good for that --

Some people say by 2012 that's an 18 million unit market globally.

What is it today?

12 million, in that range, 11 million and 12 million.

Okay. Last one just a housekeeping item on the cash flow there, what was the sale of marketable securities?

That's just moving some securities into more liquid cash. It's a movement from... if you look at the cash flow, it's basically moving out of marketable securities and moving to cash. We view them all as one and the same; from an accounting perspective obviously they are different. That's why we disclose them differently, but from our perspective it's just short term cash.

Okay, thank you very much.

Thanks Chris.

Your next question will come from line of Robert Barry with Goldman Sachs.

Hi, guys, good morning,

Hi Rob.

Good morning, Rob.

Just a follow-up on that last question. How big a content per vehicle difference is there for Borg on DCTs on the AB segment cars versus some of the other vehicles?

Well, the content on the other vehicles right now, let's just take the Shanghai Automotive, where we supply a number of components like five or six modules. We supply to them, then they do the assembly. That's extremely high content. I don't have a ballpark number. Mary might have it. But we can get it, and we can talk about it in the next conference or something. But it's a high content. This... on this emerging market transmission, the content could be all the modules or could be the whole transmission that we decided to go to the transmission business. So the content could be huge.

Okay.

But the bottom line is, we are really still in development stages and we don't have hard numbers on any of the stuff.

Got you. Okay.

It will be profitable, I will tell you that.

Well, we don't do anything that isn't profitable. I think I will try to prove that.

The restructuring that you started in the back half of '06, is there... or the cadence of that impact likely to be bigger in the fourth quarter, what's the brunt of it in this quarter in terms of the year-over-year impact?

The size of the year-over-year impact that we saw in the third quarter, we will see basically the same type of sizeable increase with respect to margins in the fourth quarter, as we did in the third quarter year-over-year. So it's more of a... what you are comparing to. I think we saw the benefits of the restructuring, both in our first and second quarter financials this year. If you look at our reported operating income margins, we had pretty strong margins in the first quarter; excluding the warranty-related charge in the first quarter, we were like 8.1% versus 8.2% in the prior year. We were 8.3% in the second quarter. It's the comparison in the third and fourth quarter that looks pretty dramatic, but the improvements are already built into our operations. But to your point, we will definitely see a dramatic improvement in the fourth quarter of this year versus fourth quarter of last year. In the fourth quarter of last year, our operating income margin was 7.4 % when you exclude all the restructuring and everything, and we expect to see a similar improvement in the fourth quarter as we did in the third quarter with respect to margins.

Okay. And then just finally, what tax rate should we model for 4Q and '08?

4Q, as I have said, we expect our run rate for the year to remain at about 27%. '08 is another issue and we are looking at that right now. The reason we adjusted our tax accounts in the third quarter was a result of the change in the tax laws in Germany, again reducing the tax rate from about 38% to 28% depending on the regional issues and other things. But generally it's a pretty sizeable reduction. We will reflect then on a runway basis starting in 2008, so we are going through the impact right now. I think just if you look at it on the surface, you would expect a lower effective tax rate in 2008 than 2007, all other things being equal. How much lower yet, we are still going through. But certainly if everything else in the world stays the same, we'd expect a lower effective tax rate next year and we will tell you how much as we get into January and release our guidance for the year.

Okay, great, thanks everyone.

Thanks, Rob.

Your next question will come from the line of John Murphy with Merrill Lynch.

Good morning.

Good morning John.

Given the strength of the balance sheet and your cash flow, I mean, what's your current stance on the acquisitions? Is there a... are there possibilities out there similar to Beru?

There are possibilities out there. Tim and I reviewed the list just yesterday of activity we are going though as we do every couple of weeks, and as we have said before, we are not buying assets that are out there, that are being marketed for sale. We are looking to buy assets that are for sale. It's a little bit more difficult to predict the timing, but I... we do have from my perspective a very strong list of options that we are pursuing and hopefully we'll get one of these things home pretty soon.

What I would add to that is the range is from large to small. So we've looked at all sizes, some of them were big size and some of them were... be something we... kind of like the Beru acquisition.

Okay. And then... and just on the turbochargers, I mean, your market share you are saying globally is about 30%.

In the low 30s.

Low 30s, I apologize. On GDIs though, I mean, if you can just remind us on your competitive position on turbochargers for GDIs, I think you guys are well ahead in that market. I am just wondering if you could sort of review where you stand there?

On the GDIs, which is the gas direct injection engines, we are the first ones to launch turbochargers with variable turbine geometry for the gas. We have continued... we are the strong player in that market. At one time we're probably the only player in that market for VTG. I don't think... I don't know if any... our competition has lost anything yet, but I don't think so. But... so we are the go to turbocharger company for that marketplace if you have.. if you want a turbocharge gas engine.

And if we think about how the North American market develops, it seems like you think diesel will be a larger opportunity for the market here, might that be a very big opportunity for you here in North America as you sort of maintain a dominant position?

Well, I am sure competition will enter the market, but... and they talk about it. But let's just say this. The North American market represents a tremendous opportunity to convert current gas engines to turbocharge gas engines, now that direct injection technology is being launched at various engine platforms. So we see North America, Japan, and all of the markets around the world, there is tremendous opportunities for turbocharged gas engines.

Thank you very much.

Thanks John.

Your next question will come from the line of Rod Lache with Deutsche Bank.

Can you hear me?

We can, Rod.

Hi, Rod.

Hey, how are you?

Good.

The organic growth excluding FX has been exceeding what would be implied by the backlog even adjusting for the better than expected industry production. Is that a function of short-term wins or is that mostly just the mix of production is becoming more favorable, more fuel-efficient kind of vehicles?

Well, I think it's more of a mix. Short term wins, we know about short-term wins well enough in advance because there is no such thing as short term in this industry anymore. It's 2 to 3 years, we know about it. So it's mainly volume and mix. Let's just say this. Some of the key customers we have for turbochargers and a lot of the our other products have been reasonably successful in their markets in terms of increasing their volumes. And diesel is just continuing to grow. And turbocharged gas engines in Europe continue to grow. So when I say we are in the sweet spot, I really mean it.

And when you think about recasting the three-year forward backlog, do you sort of recast mix assumptions? So obviously new business wins generally are a couple of years ahead, so things that would move to year term backlog would be like mix assumption and FX assumptions. Do you take that into account?

Yes, Rod. We take mix, volume, currency, we recast that each year.

Okay. And what was the FX assumption that you used when you put out that backlog last year?

1.25

Okay, great. And then on the US growth, that's been particularly above trend. US engine 12% increase, what is that turbo program that you... or the turbo programs that are driving that in the US

In the US, that's --

Navistar.

Yes.

Navistar. On the torque transfer side, you got to remember the camps for last year in the third quarter were horrible because remember all the... we were seeing 20% and 25% declines in schedules almost with no notice in the third quarter of last year on trucks and SUVs. And so, the camps were pretty easy from the... actually there was increased growth from the third quarter of '06 to the third quarter of '07 in our four-wheel drive business because of all the schedule cuts last year.

Okay, great, thank you.

Your next question will come from the line of Rob Hinchliffe with UBS.

Thanks, good morning everybody.

Hi, Rob.

Hi, Rob.

Hi, just a couple of questions now. In Frankfurt, there were a couple of suppliers that were also showing turbos for the first time, guys that don't currently make them today. What are your thoughts on new competition coming into the market there?

Well, I think it's a growing market, it's a global market. There is a lot of people that are interested in it. I think some of the people see the growth in the turbocharger market and say we want in. So there are some Europeans especially that would like to see some... that are thinking about getting into the product line. It's not easy to get into the turbocharger business. We could have never done it without doing an acquisition. And if somebody wants to enter into the turbocharger business, they might do it organically. They... I'd say it's going to take them 5 to 7 years to get up to what I will say a reasonable level of technology.

So, there's no other partnership opportunities then that BorgWarner could benefit from?

It's a very good business for us. I don't know why I would not want to enter into a partnership, but that being said there are... if you look at turbochargers as a part of a more... of a larger system, there is probably some alliances and some technology co-operations we could work with other companies to basically increase or optimize engineer management, both diesel and gas engines. And we work with people. We work in cooperation with other companies from both the diesel DEGR valve side, the Beru instant starting systems for diesels and also turbochargers. The goal is to optimize emissions, and reduce... and improve fuel economy. You got to do it in conjunction with other suppliers and you got to do with the OEMs.

Yes. And then just one more question, the DCT light, you mentioned earlier, Tim, something that sounded interesting. If you decide to go into the transmission manufacturing business, which is something that you don't really do today. Can you talk a bit more about that? Would you... what are the pros and cons of going down that road versus kind of shipping modules like you do for DCT today?

Well, let's just say this. We know that business, we used to be an automatic transmission manufacturer, we used to be a manual transmission manufacturer. We still have all that expertise. And right now we are in the module business and we have some tremendous technology for transmission modules. There are other parts of the... there are parts of the world where OEMs in other parts of where they don't have any expertise on automatic transmissions, but they do have manual transmission infrastructures. So in addition to us being a supplier of major modules, we can help them with complete transmissions. And how we fit into that, we will have to decide for the future.

And a quick follow-up on that. This transmission, if I remember, Tim, is not... it's completely different than a regular manual transmission. Right?

Right.

It's not as simple as using existing infrastructure.

Here is the best way I can describe it. If I take the generation one DCT and the generation two DCT that I just talked about, which is more cost-effective and more fuel-efficient, those basic technologies start as a manual transmission, taking existing manual transmission and convert it to an automatic using dual clutch technology. What we asked our extremely bright engineers to do, that are very knowledgeable about transmissions is forget starting with a manual transmission, just start with a clean sheet of paper and design instead of converting the manual, just start with the blank sheet of paper, create a transmission that starts as a dual clutch and isn't converted and that's what we have done with this, what I'd call, emerging market dual clutch transmission. And because of that we have been able to optimize and take a lot of cost out of it. And still get torque curing capabilities and get a great, what I think is going to be a really good price point. You got to remember we got to work in conjunction with the OEMs or the transmission guys and yet it has great fuel economy or emissions reduction capabilities.

Great, thanks, Tim.

That's probably as far as I can go now.

Okay.

Your next question will come from the line of Brett Hoselton with Key Banc.

Hi, good morning. Can you guys hear me okay?

Hi, Brett.

And Marry?

Thank you. Hi Brett.

I was wondering about margin progression and Robin, you've talked about margins progressing or improving, we saw some of that here in the third quarter. I was wondering what are your expectations as you move into the fourth quarter and then into 2008? Do you continue to expect to see them improving? What sort of levels do you expect to see them at? In the past you have been upwards of 9%, or even 10% operating margins. What are your expectations?

Well, Brett, as we have said before, we expect by the end of this year to be back to our historical range, 8.5% to 9% margins. And for the year to be approaching the low end of that range. So if you look at where we are year-to-date, take out all the one-timers and project the full year approaching to low end of our historical range, you could see fourth quarter margins are going to be pretty good. And that will... margin kind of level will run into 2008 which should put us right back into the 8.5%-9% range that we have been historically. So we will see margin improvement this year as we have seen throughout the year, continued improvement, approaching the low end of our historical range and then into 2008 we will see margin improvement again that get us back into that range. And if you listen to our operating guys, you'd see margin improvements beyond that, but I think as we have said before, we are very happy growing our top line at industry leading sales growth rates, far in excess of industry activity and maintaining our historical margins in that 8.5% to 9% range.

And then on the acquisition front, would you put a... what sort of a probability would you put on the likelihood that you'd be able to an acquisition in the next say 12 months?

Brett, I wish I was a seer of the future. I'd say we have... let me put it this way, we have some very good solid opportunities. We believe we have some parties who will be interested. We... also remember though that it takes a willing buyer and a willing seller agreeing on a transaction and you can never predict that. We have enough opportunities though that would suggest we do have a good probability, but again, an acquisition is an acquisition. You got to have two willing partners. There is enough out there for us to look at, work on, and chase.

Hi, Brett, the issue here is that when we do an acquisition, two things, we're very disciplined in it; and two, it has to have the strategic fit into what we would like to do for the future. And typically the kind of stuff we are looking at is not for sale, there is no book on the Street, and it's typically not for sale. So it takes a lot of wooing and dating to basically to figure out a way if there is an opportunity for an acquisition. So, if it was a matter of stuff being on the market and up for sale and just us being the one of the high bidders on after they put the books out, that's typically not the way we approach the acquisition market.

I will tell you, Brett, we are wooing and dating some pretty good looking girls.

Okay, thank you, Rob, and thank you, Tim.

He took that to the extreme, didn't he?

Your next question will come from line of Himanshu Patel with JP Morgan.

Hi, good morning.

Good morning.

Am I true?

Just two questions, on the commodity cost outlook, any words you could give us for 2008 at this point?

It's a little early for us. I can tell you though at this point in time, nickel was obviously our biggest issue for 2007. Nickel price have moderated and we certainly don't see the type of negative impact in 2008 that we saw from nickel prices in 2007. The rest of the commodities are fluctuating a little bit. We will see some commodity price increase pressure next year. At this point in time we haven't quantified it, but in every year in this industry there will be raw material price increases for one of those raw materials. But nickel, which was our biggest concern, and I am not going to... right now at this pint in time, doesn't appear to be the issue in 2008 that it was in 2007.

Okay. And then I guess on margins, I mean giving the growth rate you've got, any reason why we shouldn't be thinking about sort of a low 9% operating margin in the near future? I know you've kind of can shied away from going above that level significantly, but it just sounds like the rate of operating leverage you should get is pretty good at this point?

I'd be happy to tell you that margins are going to continue to improve and again, our operating guys who are sitting in the room here they'd all tell you that margins are going to improve. Based on my experience in the industry and with this company particularly, as I said, we are going to be very happy to have margins back in the 8.5% to 9% range going forward. If they are stronger than that, we'll all be celebrating here, but from our perspective, we will be comfortable in the 8.5% to 9% range.

So, I mean, do you see offsets per se or you are just kind of factoring in sort of a normal level of risk, if you will, in terms of where the margins finally fall out?

Well, I could list 15 different risk factors we have that continually put pressure on margins and I will start with customers and customers and customers. And then there is suppliers, supplies, and suppliers. There is just continuous pressure in this industry on costs and on margins. And again, I don't think there is any reason for us to be saying that we are going to grow our margins 10% in the next 5 years. Not saying it's not possible, but knowing the pressures in the industry, where our growth is occurring, which is outside of the US, and there is a little bit more infrastructure required to support that growth, we are not going to commit to any type of margin growth above that 8.5% to 9% range.

Okay, great. Thank you guys.

Your next question will come from the line of David Leiker with Robert W Baird. David Leiker - Robert W. Baird & Company: Hey Robin, given your comments earlier, I think I need to hang out with you more.

Well, it's just my opinion, David. I mean, they look pretty to me. My General Counsel is giving me the no sign here. David Leiker - Robert W. Baird & Company: On the revenue number, I digged through [ph] this all day. Obviously there are some mix issues that are going on there with your customers doing well in the marketplace in adoption of your technology on their vehicles. You also have a mix... you have kind of alluded to this on the margin side, but you also have a mix issue at how bad the business was last year, particularly for the trucks in North America. You kind of... I don't know if you can gauge that, how much of an easy comp that is behind the revenue number here in this quarter?

I'd help you a little bit with that, David. As Tim said, as we look at... in drivetrain we had good strong growth in the quarter versus last year, and it certainly was helped in the quarter and this is the first quarter in a long time we have got any help at all with our four wheel drive business, and as you pointed out, light truck and SUV. David Leiker - Robert W. Baird & Company: Right.

So, they did help us out. As I've said earlier, when we look at our growth in the US market, we saw decline in the third quarter last year of, I don't know, north of $55 million, somewhere in there. We saw a decline in the fourth quarter somewhere $50 million or saw. I can't remember all these numbers, but I remember those girls' phone numbers though. And in the third quarter, we saw continuing declines in our US sales and in the second quarter as well. And as we told you before, we expected in the US market sales to be relatively flat in the last half of the year because we had some pretty easy comps from third and fourth quarter last year. The four wheel drive business, as Tim pointed out, was a little bit stronger in the third quarter, but as we look into the fourth quarter, we see that kind of leveling of trend as well in the four wheel drive business. So we don't expect the growth we have seen in the third quarter light truck, SUV-related products, we don't expect to see that growth right now in the fourth quarter.

And the other you can look at is when we restructured last year, we laid off and then we did some write-offs. And the lay offs, a lot of the lay offs were in the Drivetrain side, and of the Drivetrain side, a lot of the lay offs were in the four wheel drive side. We have picked up volume and didn't bring anybody back. So we have run lean. Like I said at the tail end of last year, when we did our restructuring in the third quarter, we projected what we thought was going to be a tough market for 2007. This was when we were... back in 2006, we've projected a tough 2007. We sized the business to what we felt to be a difficult 2007 level. And 2007 came in a little bit better than we expected on the Drivetrain side, and we basically held... we pretty much held our salary levels and our hourly levels for the year for the last 12 months since the third quarter of last year. So you're seeing the benefits of that, what I call, fairly tight discipline in our hiring structures and the operating -- David Leiker - Robert W. Baird & Company: Yes, I know you guys always do a great job on that. Do you have a sense at all whether some of this revenue that we are seeing showing up in '07 are pieces that in your '08 new business backlog that are showing up earlier? I know in the past you have seen some pulling out on that. Is that happening this year as well?

No. I mean, it's just volume increases and mix, it is not pull ahead. David Leiker - Robert W. Baird & Company: Okay.

Programs that we still have in our backlog are still there and should kick in just like the same timing we expected when we put together the original 2007 through 2009 backlog numbers. David Leiker - Robert W. Baird & Company: Okay. And then, Robin, on your previous comments kind of you have talked about your operating margin being at the low end of that 8.5% to 9%. I don't think I heard you update that comment here as it relates to 2007.

No. I think in one of the questions here I kind of reconfirmed that, but basically we expect... we expect to approach the low end of the range, and we still believe we will approach the low end of our historical range, 8.5% to 9%. And again, you can extrapolate what that means for our fourth quarter, which means good strong margin improvement year-over-year versus 2006. David Leiker - Robert W. Baird & Company: I don't need to extrapolate any more. Thank you.

Okay.

We have time for one final question and that question will come from the line of Brian Johnson with Lehman Brothers.

Good morning. A couple of questions about the growth of the Engine business in United States. First, what are the key platforms that you seeing growth in, or what are the key platforms for the turbocharger business domestically?

Well, domestically, for 2007, the key platforms will be Navistar, that will continue I think. We are seeing some slight growth on the ag and off-highway side, the commercial trick side. Both the commercial truck side, as it relates to the OEMs and some growth in the aftermarket for commercial trucks. So those will be the... so you can say we are picking up some growth with CAT and DEER [ph] and some of these other off-highway guys in... along with commercial truck.

But with commercial truck flat, where did the growth come from --?

[multiple speakers] No, it's increased penetration on commercial trucks.

Okay. So, it's really CPB in commercial truck.

Yes. We pick up... on the thermal side, we've pretty much picked a lot of market share because of the benefits of our technology, on-demand fan and fan drive systems improved fuel economy for commercial trucks. So, even though there has been a decline in that market, we've increased market share, and pretty much by the end of the year we will the bridge the decline. So when the market picks up, we are going have an increased market share on expanding market. Turbocharger have been strong in Europe, just like thermal products have been strong in Europe. I think you asked about North America.

Yes, North America. And second on North America, your diesel forecast implies I think 15% by 2015, so it's 2.5 million units. What are the big segments in addition to the luxury branch you mentioned, which are imports at this point you see there? And in particular where is the half ton segment in your thinking and when do you think we might see that in terms of diesels on the market with BorgWarner concept?

I think that there is a lot of questions in there. So let me try to grab them all as one at a time. The number at 2015 was I think 12%, if I remember right. And it's going to come from the Europeans, but it's also going to come... a combination of light trucks and pass cars, and you are seeing more and more cars being advertised. We see BMW's announced cars, Audi's announced cars, Toyota's announced cars, Hyundai's announced cars, or the crossover vehicles. Honda has announced vehicles. So it's a pretty much a cross-section of pass cars cross-overs and light trucks. So that's pretty much what's driving the growth and we will get our share of that. I'd love to get all of it, but we won't. We will get our fair... we will get our fair market share.

And in the light trucks, do you see half ton diesels coming in '08, '09, 2010?

My guys can probably answer the exact dates, but you are talking about the F-150s and the standard Dodges and the GMs. They are going to be in the 2009-2010 timeframe.

And what we see, is that... any of that in your backlog right now?

Some of it will be in our backlog, yes.

Okay, thanks.

Okay. I think that we will conclude our call today. I thank all of you for joining us. You can direct any follow-up call to me or to Ken Lamb, but try not to pester Ken too much because today is his birthday. So, happy birthday, Ken.

We are going to get Robin's wife... we got to get Robin's wife to listen to this call.

Thanks guys, bye.

Ladies and gentlemen, that does conclude BorgWarner 2007 third quarter earning conference call. Thank you for joining and you may now disconnect.