BWA 10-K Annual Report Dec. 31, 2024 | Alphaminr
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BWA 10-K Fiscal year ended Dec. 31, 2024

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BORGWARNER INC
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. [reserved]printItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1 Summary Of Significant Accounting PoliciesprintNote 2 Acquisitions and DispositionsprintNote 3 Revenue From Contracts with CustomersprintNote 4 RestructuringprintNote 5 Research and Development CostsprintNote 6 Other Operating Expense (income), NetprintNote 7 Income TaxesprintNote 8 Receivables, NetprintNote 9 Inventories, NetprintNote 10 Other Current and Non-current AssetsprintNote 11 Property, Plant and Equipment, NetprintNote 12 Goodwill and Other IntangiblesprintNote 13 Product WarrantyprintNote 14 DebtprintNote 15 Other Current and Non-current LiabilitiesprintNote 16 Fair Value MeasurementsprintNote 18, Retirement Benefit Plans, To The Consolidated Financial Statements For MoreprintNote 17 Financial InstrumentsprintNote 18 Retirement Benefit PlansprintNote 19 Stock-based CompensationprintNote 20 Accumulated Other Comprehensive LossprintNote 21 ContingenciesprintNote 22 Leases and CommitmentsprintNote 23 Earnings Per ShareprintNote 24 Reportable Segments and Related InformationprintNote 25 Operating Cash Flows and Other Supplemental Financial InformationprintNote 26 Discontinued OperationsprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

1.1 Separation and Distribution Agreement, dated July 2, 2023, by and between the Company and PHINIA (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on July 7, 2023). 3.1 Composite Restated Certificate of Incorporation of the Company, as amended through July 22, 2022 (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed August 3, 2022). 3.2 Amended and Restated By-Laws of the Company, as amended through April 25, 2018 (incorporated by reference to Exhibit 3.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed July 26, 2018). 4.1 Indenture, dated as of February 15, 1999, between Borg-Warner Automotive, Inc. and The Bank of New York Mellon Trust Company, N.A. (successor in interest to The First National Bank of Chicago), as trustee (incorporated by reference to Exhibit No. 4.5 to the Company's Registration Statement No. 333-172198 filed on February 11, 2011). 4.2 Indenture, dated as of September 23, 1999, between Borg-Warner Automotive, Inc. and The Bank of New York Mellon Trust Company, N.A. (successor in interest to Chase Manhattan Trust Company, National Association), as trustee (incorporated by reference to Exhibit No. 4.6 to the Company's Registration Statement 333-172198 filed on February 11, 2011). 4.3 Fourth Supplemental Indenture dated as of March 16, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A., as the indenture trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed March 16, 2015). 4.4 Sixth Supplemental Indenture, dated as of June 19, 2020, between the Company and Deutsche Bank Trust Company Americas, as the indenture trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed June 19, 2020). 4.5 Eighth Supplemental Indenture, dated as of May 19. 2021, between the Company and Deutsche Bank Trust Company Americas, as the indenture trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed May 19, 2021) 4.6 Ninth Supplemental Indenture dated as of August 16, 2024 between BorgWarner Inc. and Deutsche Bank Trust Company Americas, as the indenture trustee (incorporated by reference to Exhibit No. 4.2 to the Companys Current Report on Form 8-K filed on August 16, 2024). 4.7 Description of Securities (incorporated by reference to Exhibit 4.6 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed February 13, 2020). 10.1 Transition Services Agreement, dated July 2, 2023, by and between the Company and PHINIA (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on July 7, 2023). 10.2 Tax Matters Agreement, dated July 2, 2023, by and between the Company and PHINIA (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on July 7, 2023). 10.3 Employee Matters Agreement, dated July 2, 2023, by and between the Company and PHINIA (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on July 7, 2023). 10.4 Intellectual Property Cross-License Agreement, dated July 2, 2023, by and between the Company and PHINIA (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed on July 7, 2023). 10.5 Fifth Amended and Restated Credit Agreement dated as of September 22, 2023, among BorgWarner Inc., Bank of America, N.A., as Administrative Agent for the Lenders and as Swingline Lender and an Issuing Bank, and the Lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on September 22, 2023). 10.6 BorgWarner Inc. 2023 Stock Incentive Plan, as Amended and Restated (incorporated by reference to Exhibit 10.2 to the Companys Quarterly report on Form 10-Q for the quarter ended September 30, 2023 filed on November 2, 2023). 10.7 Form of 2024 BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement for Employees (incorporated by reference to Exhibit 10.1 to the Companys Quarterly report on Form 10-Q for the quarter ended March 31, 2024 filed on May 2, 2024). 10.8 Form of 2024 BorgWarner Inc. 2023 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Employees (incorporated by reference to Exhibit 10.2 to the Companys Quarterly report on Form 10-Q for the quarter ended March 31, 2024 filed on May 2, 2024). 10.9 Form of 2024 BorgWarner Inc. 2023 Stock Incentive Plan Performance Stock Units Award Agreement (incorporated by reference to Exhibit 10.3 to the Companys Quarterly report on Form 10-Q for the quarter ended March 31, 2024 filed on May 2, 2024). 10.10 Form of BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement for Employees (incorporated by reference to Exhibit 10.5 to the Companys Quarterly report on Form 10-Q for the quarter ended June 30, 2023 filed on August 2, 2023). 10.11 Form of BorgWarner Inc. 2023 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Employees (incorporated by reference to Exhibit 10.6 to the Companys Quarterly report on Form 10-Q for the quarter ended June 30, 2023 filed on August 2, 2023). 10.12 Form of 2023 BorgWarner Inc. 2023 Stock Incentive Plan Performance Stock Units Award Agreement (incorporated by reference to Exhibit 10.7 to the Companys Quarterly report on Form 10-Q for the quarter ended June 30, 2023 filed on August 2, 2023). 10.13 Form of 2024 BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.3 to the Companys Quarterly report on Form 10-Q for the quarter ended June 30, 2024 filed on Jul 31, 2024). 10.14 Form of 2023 BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.8 to the Companys Quarterly report on Form 10-Q for the quarter ended June 30, 2023 filed on August 2, 2023). 10.15 Form of 2022 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Employees (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed on May 4, 2022). 10.16 Form of 2022 BorgWarner Inc. 2018 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Employees (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed on May 4, 2022). 10.17 Form of 2022 BorgWarner Inc. 2018 Stock Incentive Plan Performance Share Award Agreement (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2022 on May 4, 2022). 10.18 Form of 2022 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.8 to the Companys Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 9, 2023). 10.19 Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Employees (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 15, 2022). 10.20 Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Units Agreement for Non-U.S. Employees (incorporated by reference to Exhibit 10.9 to the Companys Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 15, 2022). 10.21 Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Performance Share Award Agreement (incorporated by reference to Exhibit 10.10 to the Companys Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 15, 2022). 10.22 Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.11 to the Companys Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 15, 2022). 10.23 Amended and Restated BorgWarner Inc. Management Incentive Bonus Plan, effective as of December 31, 2008 (incorporated by reference to Exhibit 10.22 to the Companys Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). 10.24 BorgWarner Inc. Retirement Savings Excess Benefit Plan, as amended and restated, effective January 1, 2009 (incorporated by reference to Exhibit 10.23 to the Companys Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). 10.25 BorgWarner Inc. Board of Directors Deferred Compensation Plan, as amended and restated, effective January 1, 2009 (incorporated by reference to Exhibit 10.24 to the Companys Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). 10.26 First Amendment, dated as of January 1, 2011, to BorgWarner Inc. Board of Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.25 to the Companys Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). 10.27 Second Amendment, dated as of August 1, 2016, to BorgWarner Inc. Board of Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 filed February 9, 2017). 10.28 BorgWarner Inc. Management Incentive Plan* 10.29 BorgWarner Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Companys Quarterly report on Form 10-Q for the quarter ended June 30, 2024 filed on Jul 31, 2024). 10.30 Form of Change of Control Employment Agreement entered into by the Company and each ofCraig Aaron,Tonit Calaway, Stefan Demmerle,Joe Fadool, Paul Farrell,Frederic Lissalde,Isabelle McKenzie, Henk Vanthournout,Volker Weng, and Tania Wingfield (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-K for the quarter ended June 30, 2022 filed on August 3, 2022). 10.31 BorgWarner Inc. 2004 Deferred Compensation Plan, as amended and restated, effective January 1, 2009 (incorporated by reference to Exhibit 10.29 to the Companys Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). 10.32 Employment Agreement, dated as of September 9, 2022, between BorgWarner Inc. and Frederic B. Lissalde (incorporated by reference to Exhibit 10.2 on the Companys Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2022 on October 27, 2022). 10.33 Restricted Stock Award Agreement Retention Award, dated July 1, 2024 betweenBorgWarner Inc.and Tonit M. Calaway. (incorporated by reference to Exhibit 10.2 to the Companys Quarterly report on Form 10-Q for the quarter ended June 30, 2024 filed on Jul 31, 2024). 10.34 Amendment to Employment Agreement, effective February 4, 2025, between BorgWarner Inc. and Frederic B. Lissalde.* 19.1 BorgWarner Inc. Insider Trading and Confidentiality Policy.* 21.1 Subsidiaries of the Company.* 23.1 Independent Registered Public Accounting Firm's Consent.* 31.1 Rule 13a-14(a)/15d-14(a) Certification by Principal Executive Officer.* 31.2 Rule 13a-14(a)/15d-14(a) Certification by Principal Financial Officer.* 32.1 Section 1350 Certifications.* 97.1 BorgWarner Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed February 8, 2024).