الإحصائيات الأساسية
| LEI | 549300DSFX2IE88NSX47 |
| CIK | 908255 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to BorgWarner Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| July 31, 2025 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BorgWarner Reports Strong Second Quarter 2025 Results Announces Increased 2025 Guidance Increases Dividend and Share Repurchase Authorization Secures New Business Across Portfolio Expected to Support Profitable Growth Auburn Hills, Michigan, July 31, 2025 – BorgWarner Inc. (NYSE: BWA) today reported second quarter results and updat |
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| July 31, 2025 |
Exhibit 10.1 BORGWARNER INC. 2023 STOCK INCENTIVE PLAN Restricted Stock Agreement - Non-Employee Directors This Restricted Stock Agreement (the “Agreement”) dated as of April 30, 2025, by and between BorgWarner, Inc., a Delaware corporation (the “Company”), and [Name] (the “Director”) is entered into as follows: WITNESSETH: WHEREAS, the Company has established the BorgWarner Inc. 2023 Stock Incent |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer Inc |
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| July 31, 2025 |
BORGWARNER DECLARES A 55% INCREASE IN QUARTERLY DIVIDEND Exhibit 99.2 Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES A 55% INCREASE IN QUARTERLY DIVIDEND Auburn Hills, Michigan, July 31, 2025 – On July 30, 2025, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.17 per share of common stock, representing a 55% increase compared to the previous per share dividend rate. The dividend is |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 1-12 |
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| May 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. I.R.S. Employer Identification No. incorporation or organization 3850 Hamlin Road, Auburn Hills, Michigan 48326 (Address of principal executi |
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| May 29, 2025 |
Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of Form SD The Conflict Minerals Report of BorgWarner Inc. (“BorgWarner,” the “Company,” “we,” “us,” or “our”) for the reporting period January 1, 2024 to December 31, 2024 (the “Reporting Period”) is provided below. This report is provided in accordance with Rule 13p-1 under the Securities and Exchange Commission Act of 1934 |
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| May 7, 2025 |
Form of 2025 BorgWarner Inc. 2023 Stock Incentive Plan Performance Stock Units Award Agreement.* Exhibit 10.3 BORGWARNER INC. 2023 STOCK INCENTIVE PLAN Performance Stock Units Award Agreement BorgWarner Inc., a Delaware corporation (the “Company”) hereby awards to the Employee indicated below a Performance Stock Units Award (the “Award”) under the BorgWarner Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, contingent on the Employee’s acceptance |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 1-1 |
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| May 7, 2025 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BorgWarner Reports Strong First Quarter 2025 Results Announces Exit of Charging Business Secures New Business Across Portfolio to Support Future Growth Auburn Hills, Michigan, May 7, 2025 – BorgWarner Inc. (NYSE: BWA) today reported first quarter results. First Quarter Results and Business Update •BorgWarner’s (the “Company”) organ |
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| May 7, 2025 |
Exhibit 10.2 BORGWARNER INC. 2023 STOCK INCENTIVE PLAN Stock Unit Award Agreement – Non-U.S. Employees BorgWarner, Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Stock Units Award (the “Award”) under the BorgWarner Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, contingent on the Employee’s acceptance of |
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| May 7, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer Incor |
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| May 7, 2025 |
Form of 2025 BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement - U.S. Employees.* Exhibit 10.1 BORGWARNER INC. 2023 STOCK INCENTIVE PLAN Restricted Stock Award Agreement – U.S. Employees BorgWarner, Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Restricted Stock Award (the “Award”) under the BorgWarner Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, contingent on the Employee’s accept |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer In |
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| May 1, 2025 |
Exhibit 99.1 Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, May 1, 2025 – On April 30, 2025, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.11 per share of common stock. The dividend is payable on June 16, 2025, to stockholders of record on June 2, 2025. For more than 130 years, Bor |
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| March 19, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K 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 6, 2025 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| February 6, 2025 |
Exhibit 10.34 First Amendment to Employment Agreement This First Amendment, dated as of February 4, 2025 (this “Amendment”), to the Employment Agreement, dated as of September 9, 2022 (the “Agreement”), by and between BorgWarner Inc. (the “Company”) and Frederic B. Lissalde (“Executive”), is entered into by and between the Company and Executive. Unless the context indicates otherwise, capitalized |
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| February 6, 2025 |
BorgWarner Inc. Management Incentive Plan* Exhibit 10.28 BORGWARNER INC. MANAGEMENT INCENTIVE PLAN 1. Purpose The purpose of the BorgWarner Inc. ("Corporation") Management Incentive Plan ("the Plan") is (a) to assist the Corporation in attracting and retaining in the employ of the Corporation and its Subsidiaries, individuals of outstanding competence, and (b) to provide performance incentives for officers, executives and other key employe |
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| February 6, 2025 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BorgWarner Reports Full Year 2024 Results, Expects to Deliver Continued Sales Outgrowth, an Adjusted Operating Margin Above 10% and Strong Free Cash Flow in 2025 Auburn Hills, Michigan, February 6, 2025 – BorgWarner Inc. (NYSE: BWA) today reported fourth quarter and full-year results and provided 2025 guidance. Fourth Quarter 2024 |
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| February 6, 2025 |
Exhibit 21.1 BORGWARNER INC. (Parent) Significant Subsidiaries As of December 31, 2024 NAME OF SUBSIDIARY JURISDICTION AKASOL Inc. Michigan AS Catalizadorea Ambientales S de R.L. de C.V. Mexico Beijing Delphi Wan Yuan Engine Management Systems Co. Ltd. China BorgWarner (China) Investment Co., Ltd. China BorgWarner (Reman) Holdings, LLC Delaware BorgWarner (Thailand) Ltd. Thailand BorgWarner Afterm |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12162 BorgWarner Inc. ( |
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| February 6, 2025 |
BorgWarner Inc. Insider Trading and Confidentiality Policy.* Exhibit 19.1 Legal Policy Insider Trading and Confidentiality Policy: LEG-011 Page 1 of 8 Original Issue Date: November 27, 2002 Rev. Date: October 24, 2024 Rev. Letter: I 1.0Purpose / Scope It is the policy of BorgWarner Inc. (“Company”) that the Company and each Director of the Company and each Employee of the Company and its subsidiaries comply with all federal and state securities laws and reg |
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| February 6, 2025 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Exhibit 99.2 Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, February 6, 2025 – On February 5, 2025, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.11 per share of common stock. The dividend is payable on March 17, 2025, to stockholders of record on March 3, 2025. For more than 130 y |
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| November 14, 2024 |
BWA / BorgWarner Inc. / HARRIS ASSOCIATES L P Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 BorgWarner Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 099724106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| November 7, 2024 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, July 24, 2024 – On November 6, 2024, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.11 per share of common stock. The dividend is payable on December 16, 2024, to stockholders of record on December 2, 2024. For more than 130 years, Borg |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: |
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| October 31, 2024 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BorgWarner Reports Third Quarter 2024 Results Increases Full-Year Adjusted Operating Margin and EPS Guidance Completes $400 Million Share Repurchase Plan Auburn Hills, Michigan, October 31, 2024 – BorgWarner Inc. (NYSE: BWA) today reported third quarter results. Third Quarter and 2024 Guidance Update •BorgWarner achieved an adjuste |
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| October 31, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| August 16, 2024 |
Exhibit 4.2 Execution Version 4.950% SENIOR NOTES DUE 2029 5.400% SENIOR NOTES DUE 2034 NINTH SUPPLEMENTAL INDENTURE between BORGWARNER INC., as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee Dated as of August 16, 2024 Table of Contents Page ARTICLE 1 Definitions 2 Section 1.01. Definition of Terms 2 ARTICLE 2 The Notes 6 Section 2.01. Designation 6 Section 2.02. Principal Amount; |
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| August 16, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2024 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 (State or other jurisdiction of (Commission File No.) (I.R.S. Employ |
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| August 9, 2024 |
$1,000,000,000 $500,000,000 4.950% Senior Notes due 2029 $500,000,000 5.400% Senior Notes due 2034 424B5 1 tm2415069-5424b5.htm 424B5 TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration Statement No.: 333-269858 PROSPECTUS SUPPLEMENT (To Prospectus dated February 17, 2023) $1,000,000,000 $500,000,000 4.950% Senior Notes due 2029 $500,000,000 5.400% Senior Notes due 2034 We are offering two series of notes consisting of $500,000,000 aggregate principal amount of our 4.950% Senior N |
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| August 9, 2024 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables S-3 BORGWARNER INC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 4. |
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| August 8, 2024 |
Exhibit 1.1 Execution Version BORGWARNER INC. $1,000,000,000 $500,000,000 4.950% SENIOR NOTES DUE 2029 $500,000,000 5.400% SENIOR NOTES DUE 2034 UNDERWRITING AGREEMENT August 7, 2024 BofA Securities, Inc. Citigroup Global Markets Inc. Wells Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule II hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 1 |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 (State or other jurisdiction of (Commission File No.) (I.R.S. Employe |
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| August 7, 2024 |
BorgWarner Announces Cash Tender Offers for its Senior Notes Exhibit 99.1 BorgWarner Announces Cash Tender Offers for its Senior Notes Auburn Hills, Michigan, August 7, 2024 – BorgWarner Inc. (NYSE: BWA) (the “Company”) today announced that it has commenced tender offers to purchase for cash the debt securities issued by the Company listed in the table below (collectively, the “Notes,” and each a “series”). Title of Security CUSIP No. Principal Amount Outst |
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| August 7, 2024 |
Filed Pursuant to Rule 433 Registration No. 333-269858 Issuer Free Writing Prospectus dated August 7, 2024 relating to Preliminary Prospectus Supplement dated August 7, 2024 (To Prospectus dated February 17, 2023) $1,000,000,000 $500,000,000 4.950% Senior Notes due 2029 $500,000,000 5.400% Senior Notes due 2034 Final Term Sheet August 7, 2024 Issuer: BorgWarner Inc. Type of Offering: SEC registere |
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| August 7, 2024 |
Subject to Completion, August 7, 2024 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 (State or other jurisdiction of (Commission File No.) (I.R.S. Employe |
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| July 31, 2024 |
Exhibit 10.3 BORGWARNER INC. 2023 STOCK INCENTIVE PLAN Restricted Stock Agreement - Non-Employee Directors This Restricted Stock Agreement (the “Agreement”) dated as of April 24, 2024, by and between BorgWarner, Inc., a Delaware corporation (the “Company”), and [Name] (the “Director”) is entered into as follows: WITNESSETH: WHEREAS, the Company has established the BorgWarner Inc. 2023 Stock Incent |
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| July 31, 2024 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BorgWarner Reports Second Quarter 2024 Results Increases Full-Year Adjusted Operating Margin and EPS Guidance Auburn Hills, Michigan, July 31, 2024 – BorgWarner Inc. (NYSE: BWA) today reported second quarter results. Strong Second Quarter Margin and Free Cash Flow, Increasing Full Year Adjusted Operating Margin and EPS Guidance •Bo |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 1-12 |
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| July 31, 2024 |
Exhibit 10.2 BORGWARNER INC. 2023 STOCK INCENTIVE PLAN Restricted Stock Award Agreement – Retention Award BorgWarner, Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Restricted Stock Award (the “Award”) under the BorgWarner Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, contingent on the Employee’s accep |
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| July 31, 2024 |
BorgWarner Inc. Executive Severance Plan.* Exhibit 10.1 BorgWarner Inc. Executive Severance Plan Effective as of May 28, 2024 Exhibit 10.1 TABLE OF CONTENTS ARTICLE I 2 ARTICLE I BACKGROUND, PURPOSE AND TERM OF PLAN 3 Section I.1 Purpose of the Plan 3 Section I.2 Term of the Plan 3 Section I.3 Status under Code Section 409A 3 ARTICLE II DEFINITIONS 3 Section II.1 “Affiliated Company” 3 Section II.2 “Alternative Position 3 Section II.3 “Boa |
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| July 31, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer Inc |
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| July 24, 2024 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, July 24, 2024 – On July 23, 2024, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.11 per share of common stock. The dividend is payable on September 16, 2024, to stockholders of record on September 3, 2024. For more than 130 years, BorgW |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer In |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 State or other jurisdiction of Commission File No. Incorporation or organization 3850 Hamlin Road, Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) Tonit M. Calaway (248) |
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| May 31, 2024 |
Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of Form SD The Conflict Minerals Report of BorgWarner Inc. (“BorgWarner” or the “Company”) for the reporting period January 1, 2023 to December 31, 2023 (the “Reporting Period”) is provided below. This report is provided in accordance with Rule 13p-1 under the Securities and Exchange Commission Act of 1934. BorgWarner maintai |
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| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer Inc |
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| May 2, 2024 |
Form of 2024 BorgWarner Inc. 2023 Stock Incentive Plan Performance Stock Units Award Agreement.* Exhibit 10.3 BORGWARNER INC. 2023 STOCK INCENTIVE PLAN Performance Stock Units Award Agreement BorgWarner Inc., a Delaware corporation (the “Company”) hereby awards to the Employee indicated below a Performance Stock Units Award (the “Award”) under the BorgWarner Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, contingent on the Employee’s acceptance |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 1-1 |
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| May 2, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer Incor |
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| May 2, 2024 |
Form of 2024 BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement for Employees.* Exhibit 10.1 BORGWARNER INC. 2023 STOCK INCENTIVE PLAN Restricted Stock Award Agreement – U.S. Employees BorgWarner, Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Restricted Stock Award (the “Award”) under the BorgWarner Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, contingent on the Employee’s accept |
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| May 2, 2024 |
Exhibit 10.2 BORGWARNER INC. 2023 STOCK INCENTIVE PLAN Stock Unit Award Agreement – Non-U.S. Employees BorgWarner, Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Stock Units Award (the “Award”) under the BorgWarner Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, contingent on the Employee’s acceptance of |
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| May 2, 2024 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BorgWarner Reports First Quarter 2024 Results and Increases Full-Year EPS Guidance Announces Additional Share Repurchase Authorization Auburn Hills, Michigan, May 2, 2024 – BorgWarner Inc. (NYSE: BWA) today reported first quarter results. Charging Forward Update: •BorgWarner has solidified two high voltage hairpin (HVH) eMotor busi |
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| May 2, 2024 |
Change of Control Employment Agreement, dated March 1, 2024, between the Company and Craig Aaron Exhibit 10.4 Privileged & Confidential CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between BorgWarner Inc., a Delaware corporation (the “Company”) and Craig Aaron (the “Executive”) dated as of the 1st of March 2024. WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders to assure that the Company |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer I |
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| April 25, 2024 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, April 25, 2024 – On April 24, 2024, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.11 per share of common stock. The dividend is payable on June 17, 2024, to stockholders of record on June 3, 2024. For more than 130 years, BorgWarner In |
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| March 15, 2024 |
Table of Contents Table of Contents BorgWarner’s 2023 Year in Review BorgWarner Inc. |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2024 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer In |
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| February 14, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 14, 2024 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employe |
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| February 13, 2024 |
BWA / BorgWarner Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0459-borgwarnerinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: BorgWarner Inc Title of Class of Securities: Common Stock CUSIP Number: 099724106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the r |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K 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 8, 2024 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| February 8, 2024 |
Exhibit 21.1 BORGWARNER INC. (Parent) Significant Subsidiaries As of December 31, 2023 NAME OF SUBSIDIARY JURISDICTION AKASOL Inc. Michigan AS Catalizadorea Ambientales S de R.L. de C.V. Mexico B 80 Italia S.r.l. Italy Beijing Delphi Wan Yuan Engine Management Systems Co. Ltd. China BorgWarner (China) Investment Co., Limited China BorgWarner (Reman) Holdings, LLC Delaware BorgWarner (Thailand) Ltd |
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| February 8, 2024 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BorgWarner Reports Full Year 2023 Results, Expects 2024 eProduct Sales to Grow Approximately 25% to 40% Auburn Hills, Michigan, February 8, 2024 – BorgWarner Inc. (NYSE: BWA) today reported fourth quarter and full-year results. Charging Forward Update: •BorgWarner has announced a strategic relationship agreement with FinDreams Batt |
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| February 8, 2024 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Exhibit 99.2 Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, February 8, 2024 – On February 7, 2024, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.11 per share of common stock. The dividend is payable on March 15, 2024, to stockholders of record on March 1, 2024. For more than 130 y |
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| February 8, 2024 |
BorgWarner Inc. Compensation Recovery Policy.* EXHIBIT 97.1 BorgWarner Inc. Compensation Recovery Policy 1.Purpose. The purpose of this Compensation Recovery Policy (this “Policy”) is to describe the circumstances under which BorgWarner Inc. (the “Company”) is required to recover certain compensation paid to certain employees. Any references in compensation plans, agreements, equity awards or other policies to the Company’s “recoupment”, “claw |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12162 BorgWarner Inc. ( |
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| December 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employe |
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| November 9, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| November 9, 2023 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, November 9, 2023 – On November 8, 2023, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.11 per share of common stock. The dividend is payable on December 15, 2023, to stockholders of record on December 1, 2023. For more than 130 years, B |
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| November 2, 2023 |
BorgWarner Reports Third Quarter 2023 Results, Announces Additional eProduct Awards Across Portfolio Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BorgWarner Reports Third Quarter 2023 Results, Announces Additional eProduct Awards Across Portfolio Auburn Hills, Michigan, November 2, 2023 – BorgWarner Inc. (NYSE: BWA) today reported third quarter results. Charging Forward Update: •BorgWarner expects its 2023 eProduct sales to be $2.0 billion to $2.1 billion, up from approximat |
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| November 2, 2023 |
EXHIBIT 10.2 BORGWARNER INC. 2023 STOCK INCENTIVE PLAN SECTION 1.Purpose and Effective Date. 1.1Purpose. The purpose of the Plan is to give the Company a significant advantage in attracting, retaining and motivating officers, employees and directors and to provide the Company, its subsidiaries and its Affiliates with the ability to provide incentives more directly linked to the profitability of th |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| September 22, 2023 |
Exhibit 10.1 Execution Version Published CUSIP Numbers Deal: 09983FAQ1 Revolver: 09983FAR9 FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 22, 2023 among BORGWARNER INC., as Borrower The Lenders Party Hereto BANK OF AMERICA, N.A., as Administrative Agent, the Swingline Lender, an Issuing Bank and a Lender CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., PNC BANK, NATIONAL ASSOCIATI |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employe |
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| September 21, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employ |
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| August 2, 2023 |
Exhibit 10.8 BORGWARNER INC. 2023 STOCK INCENTIVE PLAN Restricted Stock Agreement - Non-Employee Directors This Restricted Stock Agreement (the “Agreement”) dated as of April 26, 2023, by and between BorgWarner, Inc., a Delaware corporation (the “Company”), and [Name] (the “Director”) is entered into as follows: WITNESSETH: WHEREAS, the Company has established the BorgWarner Inc. 2023 Stock Incent |
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| August 2, 2023 |
Exhibit 10.7 BORGWARNER INC. 2023 STOCK INCENTIVE PLAN Performance Stock Units Award Agreement BorgWarner Inc., a Delaware corporation (the “Company”) hereby awards to the Employee indicated below a Performance Stock Units Award (the “Award”) under the BorgWarner Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, contingent on the Employee’s acceptance |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 1-12 |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer In |
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| August 2, 2023 |
Exhibit 10.5 BORGWARNER INC. 2023 STOCK INCENTIVE PLAN Restricted Stock Award Agreement – U.S. Employees BorgWarner, Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Restricted Stock Award (the “Award”) under the BorgWarner Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, contingent on the Employee’s accept |
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| August 2, 2023 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BorgWarner Reports Second Quarter 2023 Results, Reports Additional Progress Towards Charging Forward 2027 Auburn Hills, Michigan, August 2, 2023 – BorgWarner Inc. (NYSE: BWA) today reported second quarter results. Charging Forward Update: •In June, BorgWarner unveiled Charging Forward 2027, which included the following 2027 targets |
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| August 2, 2023 |
Exhibit 10.6 BORGWARNER INC. 2023 STOCK INCENTIVE PLAN Stock Unit Award Agreement – Non-U.S. Employees BorgWarner, Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Stock Units Award (the “Award”) under the BorgWarner Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, contingent on the Employee’s acceptance of |
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| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer In |
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| July 27, 2023 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, July 27, 2023 – On July 26, 2023, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.11 per share of common stock. The dividend is payable on September 15, 2023, to stockholders of record on September 1, 2023. For more than 130 years, BorgW |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer Inc |
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| July 10, 2023 |
BorgWarner Inc. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 BorgWarner Inc. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On July 3, 2023, BorgWarner Inc. (the “Company” or “BorgWarner”) completed the previously announced separation (the “Separation”) of its Fuel Systems and Aftermarket businesses by means of a spin-off (the “Spin-Off”), into a separate, publicly traded company, PHINIA Inc. (“PHINIA”). On July 3, 2023, each o |
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| July 7, 2023 |
Exhibit 10.4 INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT by and among BORGWARNER INC. and DELPHI TECHNOLOGIES IP LIMITED and PHINIA TECHNOLOGIES, INC. and BORGWARNER LUXEMBOURG OPERATIONS S.A.R.L. Dated as of June 30, 2023 Table of contents Article I 1 Section 1.01 Certain Definitions 1 Article II License Grants 5 Section 2.01 License to SpinCo Licensee 5 Section 2.02 License to Parent Licensee |
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| July 7, 2023 |
Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT (“Employee Matters Agreement”) is executed effective as of July 2, 2023, by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”) (collectively, the “Parties”). WHEREAS, the Parties have entered into a Separation and Distribution Agreement dated July 2, 2023 (the “Se |
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| July 7, 2023 |
Exhibit 10.2 TAX MATTERS AGREEMENT by and between BORGWARNER INC. and PHINIA INC. Dated as of July 2, 2023 TABLE OF CONTENTS Page Article I – DEFINITIONS 1 1.1 General 1 Article II – PAYMENTS AND TAX REFUNDS 10 2.1 Responsibility for SpinCo Group Taxes and Certain Parent Group Taxes 10 2.2 Transaction Taxes 11 2.3 Allocation of Taxes 11 2.4 Allocation of Employment Taxes 12 2.5 Tax Benefits 12 2.6 |
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| July 7, 2023 |
Exhibit 10.1 TRANSITION SERVICES AGREEMENT dated as of July 2, 2023 by and between BorgWarner Inc. and PHINIA Inc. TRANSITION SERVICES AGREEMENT This Transition Services Agreement (the “Agreement”) is made as of July 2, 2023 (the “Effective Date”) by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”) (each a “Party” to this Agreement, |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 (State or other jurisdiction of (Commission File No.) (I.R.S. Employer |
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| July 7, 2023 |
Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between BORGWARNER INC. and PHINIA INC. Dated as of July 2, 2023 Table of contents Article I DEFINITIONS 2 Section 1.01 Definitions 2 Article II THE SEPARATION 17 Section 2.01 Transfer of Assets and Assumption of Liabilities 17 Section 2.02 Certain Matters Governed Exclusively by Ancillary Ag |
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| June 21, 2023 |
As filed with the Securities and Exchange Commission on June 21, 2023 As filed with the Securities and Exchange Commission on June 21, 2023 Registration No. |
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| June 21, 2023 |
As filed with the Securities and Exchange Commission on June 21, 2023 As filed with the Securities and Exchange Commission on June 21, 2023 Registration No. |
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| June 21, 2023 |
As filed with the Securities and Exchange Commission on June 21, 2023 S-8 POS 1 tm2319276d7s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 21, 2023 Registration No. 333-45499 Registration No. 333-67131 Registration No. 333-85291 Registration No. 333-35718 Registration No. 333-118202 Registration No. 333-136605 Registration No. 333-150570 Registration No. 333-150572 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| June 21, 2023 |
As filed with the Securities and Exchange Commission on June 21, 2023 As filed with the Securities and Exchange Commission on June 21, 2023 Registration No. |
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| June 21, 2023 |
As filed with the Securities and Exchange Commission on June 21, 2023 As filed with the Securities and Exchange Commission on June 21, 2023 Registration No. |
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| June 21, 2023 |
As filed with the Securities and Exchange Commission on June 21, 2023 As filed with the Securities and Exchange Commission on June 21, 2023 Registration No. |
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| June 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-45499 Commission File Number: 333-67131 Commission File Number: 333-852 |
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| June 21, 2023 |
As filed with the Securities and Exchange Commission on June 21, 2023 As filed with the Securities and Exchange Commission on June 21, 2023 Registration No. |
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| June 21, 2023 |
As filed with the Securities and Exchange Commission on June 21, 2023 As filed with the Securities and Exchange Commission on June 21, 2023 Registration No. |
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| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer In |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 State or other jurisdiction of Commission File No. Incorporation or organization 3850 Hamlin Road, Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) Tonit M. Calaway (248) |
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| May 31, 2023 |
EX-1.01 2 cmr2022.htm EX-1.01 Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of Form SD The Conflict Minerals Report of BorgWarner Inc. (“BorgWarner” or the “Company”) for the reporting period January 1, 2022 to December 31, 2022 is provided below. This report is provided in accordance with Rule 13p-1 under the Securities and Exchange Commission Act of 1934. We maintained |
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| May 22, 2023 |
Registration No. 333- As filed with the Securities and Exchange Commission on May 22, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 13-3404508 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I |
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| May 22, 2023 |
EX-FILING FEES 5 tm2315956d1ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BORGWARNER INC. (Exact name of Registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) M |
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| May 22, 2023 |
Exhibit 24.1 LIMITED POWER OF ATTORNEY The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of BorgWarner Inc., appoints Frederic B. Lissalde, Kevin A. Nowlan, and Tonit M. Calaway, or any of them, his or her attorney or attorneys, with full power of substitution, to execute in his or her name, in his or her capacity as a director or officer, or both, as t |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer Inc |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer Incor |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 1-1 |
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| May 4, 2023 |
Exhibit 10.1 Privileged & Confidential CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between BorgWarner Inc., a Delaware corporation (the “Company”) and Isabelle McKenzie (the “Executive”) dated as of the 1th of March 2023. WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders to assure that the C |
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| May 4, 2023 |
Non-Compete Agreement, dated as of March 1, 2023, between the Company and Isabelle McKenzie* Exhibit 10.2 AGREEMENT THIS AGREEMENT is entered into between BorgWarner Inc., including past, present and future predecessors, successors, parents, affiliates and subsidiaries (“BorgWarner”) and Isabelle McKenzie ("Employee"), and is effective as of the date of Employee’s date of employment or transfer (the "Effective Date"). For good and valuable consideration, to which Employee would not otherw |
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| May 4, 2023 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BorgWarner Reports First Quarter 2023 Results, Expects 2023 eProduct Sales of $2.3 Billion to $2.6 Billion Auburn Hills, Michigan, May 4, 2023 – BorgWarner Inc. (NYSE: BWA) today reported first quarter results. Charging Forward Update: •BorgWarner continues to expect its 2023 electric vehicle sales to grow to $1.5 billion to $1.8 b |
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| April 27, 2023 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, April 27, 2023 – On April 26, 2023, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable on June 15, 2023, to stockholders of record on June 1, 2023. For more than 130 years, BorgWarner In |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer I |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer In |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐Definiti |
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| March 17, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 17, 2023 |
Notice of Annual Meeting of Stockholders and Proxy Statement 2023* Adjusted earnings per share (“Adjusted EPS”), Relative Revenue Growth, AOM, and FCF are Non-GAAP measures. |
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| February 17, 2023 |
As filed with the Securities and Exchange Commission on February 17, 2023 Table of Contents As filed with the Securities and Exchange Commission on February 17, 2023 Registration No. |
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| February 17, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) BorgWarner Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carr |
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| February 17, 2023 |
Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specifi |
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| February 17, 2023 |
Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95- |
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| February 17, 2023 |
Exhibit 24.1 LIMITED POWER OF ATTORNEY The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of BorgWarner Inc., appoints Frederic B. Lissalde, Kevin A. Nowlan, and Tonit M. Calaway, or any of them, his or her attorney or attorneys, with full power of substitution, to execute in his or her name, in his or her capacity as a director or officer, or both, as t |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 8, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| February 14, 2023 |
News Release BorgWarner Announces Brady Ericson as CEO, Chris Gropp as CFO, and PHINIA Inc. |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12162 BorgWarner Inc. ( |
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| February 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K 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 9, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 8, 2023 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| February 9, 2023 |
BorgWarner Appoints Hau Thai-Tang to its Board of Directors News Release BorgWarner Appoints Hau Thai-Tang to its Board of Directors Auburn Hills, Michigan, February 8, 2023 – BorgWarner announced today that Hau Thai-Tang has been named to its Board of Directors. |
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| February 9, 2023 |
BWA / BorgWarner Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0439-borgwarnerinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: BorgWarner Inc. Title of Class of Securities: Common Stock CUSIP Number: 099724106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the |
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| February 9, 2023 |
Financing Commitment Side Letter, dated November 16, 2022, by and amo Exhibit 10.1 November 16, 2022 Wolfspeed, Inc. 4600 Silicon Drive Durham, NC 27703 Attention: Gregg Lowe Dear Mr. Lowe: Wolfspeed, Inc., a North Carolina corporation (“Wolfspeed”), BorgWarner PDS (USA), Inc., a Delaware corporation (“BorgWarner”) and a subsidiary of BorgWarner Inc., a Delaware corporation (“BWA”), and BWA are executing this letter/agreement simultaneously with their execution of t |
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| February 9, 2023 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, February 9, 2023 – On February 8, 2023, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable on March 15, 2023, to stockholders of record on March 1, 2023. For more than 130 years, BorgWar |
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| February 9, 2023 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BorgWarner Reports Full Year 2022 Results Ahead of Guidance, Expects 2023 Electric Vehicle Sales of $1.5 Billion to $1.8 Billion Auburn Hills, Michigan, February 9, 2023 – BorgWarner Inc. (NYSE: BWA) today reported 2022 fourth quarter and full-year results. Charging Forward Update: •Based on new business awards and actions announce |
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| February 9, 2023 |
EX-10.8 3 exhibit108-formof2022borgw.htm EX-10.8 Exhibit 10.8 BORGWARNER INC. 2018 STOCK INCENTIVE PLAN Restricted Stock Agreement For Non-Employee Directors THIS Restricted Stock Agreement (the “Agreement”) dated as of April 27, 2022, by and between BORGWARNER INC., a Delaware corporation (the “Company”), and [Name] (the “Director”) is entered into as follows: WITNESSETH: WHEREAS, the Company has |
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| February 9, 2023 |
Exhibit 21.1 BORGWARNER INC. (Parent) Significant Subsidiaries NAME OF SUBSIDIARY JURISDICTION AKASOL Inc. Michigan AS Catalizadorea Ambientales S de R.L. de C.V. Mexico B 80 Italia S.r.l. Italy Beijing Delphi Wan Yuan Engine Management Systems Co. Ltd. China BorgWarner (China) Investment Co., Limited China BorgWarner (Reman) Holdings, LLC Delaware BorgWarner (Shanghai) Automobile Fuel Systems Co. |
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| January 12, 2023 |
United States securities and exchange commission logo January 12, 2023 Kevin A. Nowlan Executive Vice President and Chief Financial Officer BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 Re: BorgWarner Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed February 15, 2022 File No. 001-12162 Dear Kevin A. Nowlan: We have completed our review of your filing. We remind you |
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| January 6, 2023 |
January 6, 2023 VIA EDGAR Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F. |
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| December 19, 2022 |
United States securities and exchange commission logo December 19, 2022 Kevin A. Nowlan Executive Vice President and Chief Financial Officer BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 Re: BorgWarner Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed February 15, 2022 File No. 001-12162 Dear Kevin A. Nowlan: We have limited our review of your filing to the financial |
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| December 6, 2022 |
News Release BorgWarner Announces Intent to Spin Off Fuel Systems and Aftermarket Segments, Consistent with “Charging Forward” Strategy •Would Create Two Leading, Focused Companies Positioned to Drive Value Creation •Upon Completion, Would Achieve 2025 Disposition Objective as Part of “Charging Forward” Strategy •Management to Discuss Intended Separation on Conference Call At 9:00am ET Today Auburn Hills, Michigan, December 6, 2022 – BorgWarner (“the Company”), a global leader in delivering innovative and sustainable mobility solutions for the vehicle market, today announced its intention to execute a tax-free spin-off of its Fuel Systems and Aftermarket segments into a separate, publicly traded company (“NewCo”). |
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| December 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| December 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employe |
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| November 16, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employe |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| November 10, 2022 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, November 10, 2022 ? On November 9, 2022, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable on December 15, 2022 to stockholders of record on December 1, 2022. For more than 130 years, B |
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| November 10, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employe |
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| October 27, 2022 |
BorgWarner on Track to Achieve Milestone of $4 Billion of Electric Vehicle Revenue by 2025 Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BorgWarner on Track to Achieve Milestone of $4 Billion of Electric Vehicle Revenue by 2025 Auburn Hills, Michigan, October 27, 2022 ? BorgWarner Inc. (NYSE: BWA) today reported third quarter results. Charging Forward Update: ?Based on new business awards and actions announced to date, BorgWarner believes it is already on track to a |
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| October 27, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| October 27, 2022 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 2 TO CREDIT AGREEMENT (DOLLAR LIBOR TRANSITION) This AMENDMENT NO. 2 TO CREDIT AGREEMENT (DOLLAR LIBOR TRANSITION) (this ?Agreement?), dated as of August 31, 2022 (the ?Amendment Effective Date?), is entered into among BORGWARNER INC., a Delaware corporation (the ?Borrower?) and BANK OF AMERICA, N.A., as administrative agent (the ?Administrative Agent?) |
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| October 27, 2022 |
Exhibit 10.2 Employment Agreement This Employment Agreement (the ?Agreement?) is entered into on this 9th day of September, 2022 by and between BorgWarner Inc. and Frederic B. Lissalde (?Executive?). Unless the context indicates otherwise, the term ?Company? means and includes BorgWarner Inc., its successors, assigns, parents, subsidiaries, divisions and/or affiliates (whether incorporated or unin |
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| October 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: |
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| September 22, 2022 |
BorgWarner Appoints Sailaja Shankar to its Board of Directors News Release BorgWarner Appoints Sailaja Shankar to its Board of Directors Auburn Hills, Michigan, September 22, 2022 ? BorgWarner announced today that Sailaja Shankar has been named to its Board of Directors. |
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| September 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employ |
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| September 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 (State or other jurisdiction of (Commission File No.) (I.R.S. Emplo |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 1-12 |
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| August 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer In |
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| August 3, 2022 |
EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF BORGWARNER INC. (as amended through July 22, 2022) (originally incorporated on May 4, 1987 under the name BW - Automotive Corporation) ARTICLE I NAME The name of the corporation (hereinafter called the “Corporation”) is BorgWarner Inc. ARTICLE II REGISTERED OFFICE The address of the Corporation’s registered office in the State of Delaware is Cor |
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| August 3, 2022 |
BORGWARNER ANNOUNCES ELECTRIFICATION PROGRESS AND REPORTS SECOND QUARTER RESULTS Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BORGWARNER ANNOUNCES ELECTRIFICATION PROGRESS AND REPORTS SECOND QUARTER RESULTS Auburn Hills, Michigan, August 3, 2022 ? BorgWarner Inc. (NYSE: BWA) today reported second quarter results. Charging Forward Update: ?Based on new business awards and actions announced to date, BorgWarner believes it is already on track to achieve appr |
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| August 3, 2022 |
Exhibit 10.4 Privileged & Confidential [AMENDED AND RESTATED] CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between BorgWarner Inc., a Delaware corporation (the “Company”) and (the “Executive”) dated as of the 21st of June 2022. WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders to assure that |
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| July 29, 2022 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, July 29, 2022 ? On July 28, 2022, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable on September 15, 2022 to stockholders of record on September 1, 2022. For more than 130 years, BorgWa |
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| July 29, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer In |
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| July 13, 2022 |
IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN DON DAVID PRICE, MARIA Case No. |
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| July 13, 2022 |
Case 2:22-cv-11131-LJM-JJCG ECF No. 13-2, PageID.136 Filed 06/02/22 Page 2 of 85 STIPULATION OF SETTLEMENT This Stipulation of Settlement, dated May 19, 2022 (this "Stipulation"), is made and entered into by and among the following Settling Parties, by and through their respective counsel of record: (i) stockholders Don David Price, Maria Nyiradi, and Peter Wahler ("Stockholders"), individually an |
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| July 13, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 (State or other jurisdiction of (Commission File No.) (I.R.S. Employer |
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| June 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 1 |
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| May 31, 2022 |
Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of Form SD The Conflict Minerals Report of BorgWarner Inc. (“BorgWarner” or the “Company”) for the reporting period January 1, 2021 to December 31, 2021 is provided below. This report is provided in accordance with Rule 13p-1 under the Securities and Exchange Commission Act of 1934. We maintained a cross-functional Conflict M |
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| May 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 State or other jurisdiction of Commission File No. Incorporation or organization 3850 Hamlin Road, Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) Tonit M. Calaway (248) |
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| May 4, 2022 |
Exhibit 10.3 BORGWARNER INC. 2018 STOCK INCENTIVE PLAN Performance Share Award Agreement BorgWarner Inc., a Delaware corporation (the ?Company?) hereby awards to the Employee indicated below a Performance Share Award (the ?Award?) under the BorgWarner Inc. 2018 Stock Incentive Plan (the ?Plan?), as specified below, effective as of the Grant Date, according to the terms and conditions of this Perfo |
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| May 4, 2022 |
EXHIBIT 10.2 BORGWARNER INC. 2018 STOCK INCENTIVE PLAN Stock Units Award Agreement ? Non-U.S. Employees BorgWarner, Inc., a Delaware corporation (the ?Company), hereby awards to the Employee indicated below a Restricted Stock Award (the ?Award?) under the BorgWarner Inc. 2018 Stock Incentive Plan (the ?Plan?), as specified below, effective as of the Grant Date, according to the terms and condition |
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| May 4, 2022 |
BORGWARNER ANNOUNCES MULTIPLE ELECTRIFICATION AWARDS AND REPORTS FIRST QUARTER RESULTS Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BORGWARNER ANNOUNCES MULTIPLE ELECTRIFICATION AWARDS AND REPORTS FIRST QUARTER RESULTS Auburn Hills, Michigan, May 4, 2022 ? BorgWarner Inc. (NYSE: BWA) today reported first quarter results. New Program Awards and Charging Forward Highlights: ?BorgWarner announced the first OEM business win for the Company?s flexible battery manage |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 1-1 |
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| May 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer Incor |
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| May 4, 2022 |
EXHIBIT 10.1 BORGWARNER INC. 2018 STOCK INCENTIVE PLAN Restricted Stock Agreement?Employees BorgWarner, Inc., a Delaware corporation (the ?Company), hereby awards to the Employee indicated below a Restricted Stock Award (the ?Award?) under the BorgWarner Inc. 2018 Stock Incentive Plan (the ?Plan?), as specified below, effective as of the Grant Date, according to the terms and conditions of this Re |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer I |
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| April 28, 2022 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, April 28, 2022 ? On April 27, 2022, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable on June 15, 2022 to stockholders of record on June 1, 2022. For more than 130 years, BorgWarner Inc |
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| March 18, 2022 | ||
| March 18, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 4, 2022 |
RMO / Romeo Power Inc / BORGWARNER INC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7) Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Telepho |
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| March 3, 2022 |
RMO / Romeo Power Inc / BORGWARNER INC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Telepho |
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| March 2, 2022 |
RMO / Romeo Power Inc / BORGWARNER INC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5) Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Telepho |
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| March 1, 2022 |
RMO / Romeo Power Inc / BORGWARNER INC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Telepho |
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| February 28, 2022 |
RMO / Romeo Power Inc / BORGWARNER INC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Telepho |
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| February 24, 2022 |
RMO / Romeo Power Inc / BORGWARNER INC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Telepho |
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| February 18, 2022 |
RMO / Romeo Power Inc / BORGWARNER INC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Teleph |
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| February 15, 2022 |
BORGWARNER INC. 2018 STOCK INCENTIVE PLAN Restricted Stock Agreement For Non-Employee Directors THIS Restricted Stock Agreement (the ?Agreement?) dated as of April 28, 2021, by and between BORGWARNER INC., a Delaware corporation (the ?Company?), and Insert Name (the ?Director?) is entered into as follows: WITNESSETH: WHEREAS, the Company has established the BorgWarner Inc. 2018 Stock Incentive Pla |
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| February 15, 2022 |
BORGWARNER INC. 2018 STOCK INCENTIVE PLAN Stock Units Award Agreement ? Non-U.S. Employees BorgWarner, Inc., a Delaware corporation (the ?Company), hereby awards to the Employee indicated below a Restricted Stock Award (the ?Award?) under the BorgWarner Inc. 2018 Stock Incentive Plan (the ?Plan?), as specified below, effective as of the Grant Date, according to the terms and conditions of this Res |
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| February 15, 2022 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BORGWARNER WINS NUMEROUS ADDITIONAL ELECTRIC VEHICLE AWARDS, ANNOUNCES E-MOTOR ACQUISITION AND REPORTS FOURTH QUARTER AND FULL YEAR RESULTS Auburn Hills, Michigan, February 15, 2022 ? BorgWarner Inc. (NYSE: BWA) today reported 2021 fourth quarter and full-year results. New Program Awards and Charging Forward Highlights: ?BorgWarner |
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| February 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K 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 15, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| February 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12162 BorgWarner Inc. ( |
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| February 15, 2022 |
BORGWARNER INC. 2018 STOCK INCENTIVE PLAN Restricted Stock Agreement?Employees BorgWarner, Inc., a Delaware corporation (the ?Company), hereby awards to the Employee indicated below a Restricted Stock Award (the ?Award?) under the BorgWarner Inc. 2018 Stock Incentive Plan (the ?Plan?), as specified below, effective as of the Grant Date, according to the terms and conditions of this Restricted Stoc |
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| February 15, 2022 |
Exhibit 21.1 BORGWARNER INC. (Parent) Significant Subsidiaries NAME OF SUBSIDIARY JURISDICTION ABBA BidCo AG Germany AKASOL AG Germany AKASOL Inc. Michigan AS Catalizadores Ambientales, S. de R.L. de C.V. Mexico B80 Italia S.r.l. Italy Beijing Delphi Technology Development Co., Ltd. China Beijing Delphi Wan Yuan Engine Management Systems Co., Ltd. China BorgWarner (Changnyeong) LLC Korea BorgWarne |
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| February 15, 2022 |
BORGWARNER INC. 2018 STOCK INCENTIVE PLAN Performance Share Award Agreement BorgWarner Inc., a Delaware corporation (the ?Company?) hereby awards to the Employee indicated below a Performance Share Award (the ?Award?) under the BorgWarner Inc. 2018 Stock Incentive Plan (the ?Plan?), as specified below, effective as of the Grant Date, according to the terms and conditions of this Performance Share |
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| February 10, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 10, 2022 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employe |
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| February 10, 2022 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, February 10, 2022 ? On February 9, 2022, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable on March 15, 2022 to stockholders of record on March 1, 2022. BorgWarner is a global product l |
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| February 9, 2022 |
BWA / BorgWarner Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: BorgWarner Inc. Title of Class of Securities: Common Stock CUSIP Number: 099724106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Ru |
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| November 18, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employe |
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| November 18, 2021 |
AMENDMENT NO. 1 TO CREDIT AGREEMENT (LIBOR TRANSITION) Exhibit 99.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT (LIBOR TRANSITION) This AMENDMENT NO. 1 TO CREDIT AGREEMENT (LIBOR TRANSITION) (this ?Agreement?), dated as of November 16, 2021 (the ?Amendment Effective Date?), is entered into among BORGWARNER INC., a Delaware corporation (the ?Borrower?) and Bank of America, N.A., as administrative agent (the ?Administrative Agent?). RECITALS WHEREAS, the Borrow |
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| November 10, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employe |
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| November 10, 2021 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, November 10, 2021 ? On November 9, 2021, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable on December 15, 2021 to stockholders of record on December 1, 2021. BorgWarner is a global pro |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| November 9, 2021 |
BorgWarner Appoints Sara A. Greenstein to its Board of Directors News Release BorgWarner Appoints Sara A. Greenstein to its Board of Directors Auburn Hills, Michigan, November 9, 2021 ? BorgWarner announced today that Sara A. Greenstein has been named to its Board of Directors. ?We are pleased to welcome Sara to BorgWarner?s Board of Directors," said Alexis P. Michas, non-executive chairman of the board of BorgWarner. ?Sara?s breadth of leadership experience in |
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| November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: |
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| November 3, 2021 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BORGWARNER WINS TWO ADDITIONAL INVERTER AWARDS, PROVIDES CHARGING FORWARD UPDATE AND REPORTS THIRD QUARTER RESULTS Auburn Hills, Michigan, November 3, 2021 ? BorgWarner Inc. (NYSE: BWA) today reported third quarter results. New Program Awards and Charging Forward Highlights: ?The Company secured an award for a North American invert |
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| November 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| August 4, 2021 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BORGWARNER REPORTS SECOND QUARTER 2021 U.S. GAAP NET EARNINGS OF $1.03 PER DILUTED SHARE, OR $1.08 PER DILUTED SHARE EXCLUDING NON-COMPARABLE ITEMS Auburn Hills, Michigan, August 4, 2021 ? BorgWarner Inc. (NYSE: BWA) today reported second quarter results. Second Quarter Highlights: ?U.S. GAAP net sales of $3,758 million, up 164% co |
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| August 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 1-12 |
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| August 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer In |
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| August 3, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer In |
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| July 29, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K/A ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 x Annual Report pursuant to Section 15(d) of the Securities and Exchange Act of 1934 For the fiscal year ended December 31, 2020 Or q Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-12162 A. |
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| July 29, 2021 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, July 29, 2021 ? On July 28, 2021, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable on September 15, 2021 to stockholders of record on September 1, 2021. BorgWarner Inc. (NYSE: BWA) is |
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| July 29, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer In |
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| June 28, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 x Annual Report pursuant to Section 15(d) of the Securities and Exchange Act of 1934 For the fiscal year ended December 31, 2020 Or q Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-12162 A. |
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| June 21, 2021 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 02, 2021, pursuant to the provisions of Rule 12d2-2 (a). |
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| June 4, 2021 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer Inco |
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| June 4, 2021 |
BorgWarner Completes Tender Offer and Acquires 89.08% of AKASOL AG Expands Commercial Vehicle and Industrial Electrification Capabilities Accelerates in Fast-Growing Commercial Vehicle and Off-Highway Battery Pack Market Auburn Hills, Michigan, June 4, 2021 ? BorgWarner Inc. (NYSE: BWA) today announced that it has completed the tender offer for shares of AKASOL AG, resulting in BorgWarner owning 8 |
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| June 2, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer Inco |
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| May 28, 2021 |
EX-1.01 2 formsd2020.htm EX-1.01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer Incorporation or organization Identification No.) 3850 Hamlin Road, Auburn Hills, Michigan |
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| May 28, 2021 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of Form SD Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of Form SD On October 1, 2020, BorgWarner Inc. completed its acquisition of 100% of the outstanding ordinary shares of Delphi Technologies PLC (?Delphi Technologies? or ?Delphi?). This Conflict Minerals Report for the reporting period January 1, 2020 to December 31, 2020 is in two sections: (1) there is a report for BorgWarne |
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| May 19, 2021 |
Exhibit 4.2 1.000% SENIOR NOTES DUE 2031 EIGHTH SUPPLEMENTAL INDENTURE between BORGWARNER INC., as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Series Trustee, Paying Agent, Transfer Agent and Security Registrar Dated as of May 19, 2021 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.01. Definition of Terms 2 ARTICLE 2 THE NOTES 6 Section 2.01. Designation 6 Section 2.02. Principal |
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| May 19, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 (State or other jurisdiction of incorporation) (Commission File No.) (I |
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| May 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 13-3404508 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3850 |
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| May 14, 2021 |
Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Maximum Aggregate Offering Price (1) Amount of Registration Fee (2) 1. |
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| May 13, 2021 |
Exhibit 1.1 BORGWARNER INC. ?1,000,000,000 1.000% SENIOR NOTES DUE 2031 UNDERWRITING AGREEMENT May 12, 2021 To the Managers named in Schedule I hereto for the Underwriters named in Schedule II hereto Ladies and Gentlemen: BorgWarner Inc., a Delaware corporation (the ?Company?), proposes to issue and sell to the underwriters named in Schedule II hereto (the ?Underwriters?), for whom you are acting |
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| May 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 (State or other jurisdiction of incorporation) (Commission File No.) (I |
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| May 12, 2021 |
Subject to Completion, May 12, 2021 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-236478 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject |
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| May 12, 2021 |
Filed Pursuant to Rule 433 Registration No. 333-236478 Issuer Free Writing Prospectus dated May 12, 2021 relating to Preliminary Prospectus Supplement dated May 12, 2021 (To Prospectus dated February 18, 2020) ?1,000,000,000 1.000% Senior Notes due 2031 Final Term Sheet May 12, 2021 Issuer: BorgWarner Inc. Principal Amount: ?1,000,000,000 Type of Offering: SEC registered (No. 333-236478) Trade Dat |
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| May 6, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I |
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| May 6, 2021 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BORGWARNER REPORTS RECORD NET SALES FOR THE FIRST QUARTER 2021, UP 76% COMPARED WITH FIRST QUARTER 2020 Updated Auburn Hills, Michigan, May 5, 2021 ? BorgWarner Inc. (NYSE: BWA) today reported first quarter results. First Quarter Highlights: ?U.S. GAAP net sales of $4,009 million, up 76% compared with first quarter 2020. ?Excluding |
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| May 5, 2021 |
Exhibit 99.1 Immediate Release Contact: Patrick Nolan 248.754.0884 BORGWARNER REPORTS RECORD NET SALES FOR THE FIRST QUARTER 2021, UP 76% COMPARED WITH FIRST QUARTER 2020 Auburn Hills, Michigan, May 5, 2021 ? BorgWarner Inc. (NYSE: BWA) today reported first quarter results. First Quarter Highlights: ?U.S. GAAP net sales of $4,009 million, up 76% compared with first quarter 2020. ?Excluding the imp |
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| May 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 1-1 |
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| May 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer Incor |
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| April 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer I |
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| April 29, 2021 |
BORGWARNER DECLARES QUARTERLY DIVIDEND Immediate Release Contact Patrick Nolan 248.754.0884 BORGWARNER DECLARES QUARTERLY DIVIDEND Auburn Hills, Michigan, April 29, 2021 ? On April 28, 2021, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable on June 15, 2021 to stockholders of record on June 1, 2021. BorgWarner Inc. (NYSE: BWA) is a global |
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| March 31, 2021 |
BorgWarner Inc. (BWA) Shareholder Alert Voluntary submission by John Chevedden, POB 2673, Redondo Beach, CA 90278. Continuous BWA Shareholder since 2013 Please Vote for Proposal Topic that Won our 62% Support at the 2017 BorgWarner Annual Meeting Improve Shareholder Right to Act by Written Consent, Proposal 4: In response to our impressive 62% support for a shareholder right to act by written cons |
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| March 26, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 15, 2021 BorgWarner Inc. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 (State or other (Commission File (IRS Employer |
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| March 26, 2021 |
Exhibit 10.2 Project ABBA Irrevocable Undertaking Sven Schulz AGREEMENT ON THE IRREVOCABLE UNDERTAKING among (1) Sven Schulz, born on 6 November 1975, residing at Wannental 21, 88131 Lindau (S); (2) Sven Schulz Group GmbH, a limited liability company (Gesellschaft mit beschr?nkter Haftung) incorporated under the laws of Germany, having its registered office at Ravensburg, Germany, and registered w |
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| March 26, 2021 |
Exhibit 10.1 Project ABBA BCA 15 February 2021 BUSINESS COMBINATION AGREEMENT between Blitz F21-842 AG (in future: ABBA BidCo AG) BorgWarner Inc., and AKASOL AG Project ABBA BCA CONTENTS 1. Bidder?s Obligation regarding the Offer 2 2. Support of the Offer by the Company 3 3. Further Support of the Transaction and Deal Protection 5 4. Regulatory Clearances Cooperation 9 5. Business Strategy 10 6. B |
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| March 26, 2021 |
Exhibit 10.5 Project ABBA Irrevocable Undertaking Dr Bj?rn Eberleh AGREEMENT ON THE IRREVOCABLE UNDERTAKING among (1) Dr Bj?rn Eberleh, born on January 19, 1976, residing at Bickenbacher Stra?e 40, 64665 Alsbach-H?hnlein, Germany (the Shareholder); (2) Blitz F21-842 AG (in future: ABBA BidCo AG), a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany, having its registered |
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| March 26, 2021 |
Exhibit 10.4 Project ABBA Irrevocable Undertaking Felix von Borck AGREEMENT ON THE IRREVOCABLE UNDERTAKING among (1) Felix von Borck, born on September 13, 1969, residing at Schreberweg 51, 64289 Darmstadt, Germany (the Shareholder); (2) Blitz F21-842 AG (in future: ABBA BidCo AG), a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany, having its registered office at Fran |
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| March 26, 2021 |
Exhibit 10.3 Project ABBA Irrevocable Undertaking Stephen Raiser AGREEMENT ON THE IRREVOCABLE UNDERTAKING among (1) Stephen Raiser, born on March 06, 1970, residing at Rettbergsaue 1, 65203 Wiesbaden, Germany (the Shareholder); (2) Blitz F21-842 AG (in future: ABBA BidCo AG), a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany, having its registered office at Frankfurt |
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| March 23, 2021 |
BorgWarner to Accelerate Electrification Strategy, With Goal to Grow Electric Vehicle Revenues to Approximately 45% by 2030 Investing to Further Expand Electrification Portfolio Through Organic and Inorganic Growth While Seeking to Maintain Top-Quartile Margins Announces Commitment to Achieve Carbon Neutrality by 2035 AUBURN HILLS, Mich. |
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| March 23, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2021 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 State or other jurisdiction of Commission File No. (I.R.S. Employer In |
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| March 23, 2021 |
Charging Forward Investor Day 2021 1 Investor Day Patrick Nolan ? Vice President, Investor Relations March 23, 2021 Charging Forward Welcome and Agenda 2 Forward-Looking Statements This presentation may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that are based on management?s current outlook, expectations, estimates and projections. |
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| March 19, 2021 |
Notice of 2021 Annual Meeting of Stockholders and Proxy StatementBorgWarner’s 2020 Year in Review 2020 was a transformative year for BorgWarner Inc. |
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| March 19, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14 |
