BWA 10-K Annual Report Dec. 31, 2021 | Alphaminr
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BWA 10-K Fiscal year ended Dec. 31, 2021

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BORGWARNER INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Summary Of Significant Accounting PoliciesNote 2 Acquisitions and DispositionsNote 3 Revenue From Contracts with CustomersNote 4 RestructuringNote 5 Research and Development CostsNote 6 Other Operating Expense (income), NetNote 7 Income TaxesNote 8 Receivables, NetNote 9 Inventories, NetNote 10 Other Current and Non-current AssetsNote 11 Property, Plant and Equipment, NetNote 12 Goodwill and Other IntangiblesNote 13 Product WarrantyNote 14 Notes Payable and DebtNote 15 Other Current and Non-current LiabilitiesNote 16 Fair Value MeasurementsNote 18, Retirement Benefit Plans, To The Consolidated Financial Statements For MoreNote 17 Financial InstrumentsNote 18 Retirement Benefit PlansNote 19 Stock-based CompensationNote 20 Accumulated Other Comprehensive LossNote 21 ContingenciesNote 22 Leases and CommitmentsNote 23 Earnings Per ShareNote 24 Reporting Segments and Related InformationNote 25 Operating Cash Flows and Other Supplemental Financial InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

1.1 Underwriting Agreement, dated May 12, 2021, among the Company and Deutsche Bank AG, London Branch. Merrill Lynch International, and J.P. Morgan Securities, as lead managers (incorporated by reference to Exhibit 1.1 to the Companys Current Report on Form 8-K filed on May 13, 2021). 3.1 Restated Certificate of Incorporation of the Company, as amended through April 26, 2018 (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed July 26, 2018). 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. 4.5to 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 Third Supplemental Indenture, dated as of September 16, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A., as the indenture trustee (incorporated by reference to Exhibit 4.9 to the Company's Registration Statement 333-172198 filed on February 11, 2011). 4.4 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). 4.5 Fifth Supplemental Indenture dated as of November 6, 2015, 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 November 6, 2015). 4.6 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). 4.7 Seventh Supplemental Indenture, dated as of October 5, 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 October 5, 2020). 4.8 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) 4.9 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 Business Combination Agreement, dated February 15, 2021, by and among BorgWarner Inc., Blitz F21-842 AG and Akasol AG (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on March 26, 2021). 10.2 Agreement of Irrevocable Undertaking, dated February 15, 2021, among Sven Schulz, Sven Schulz Group GmbH, BorgWarner Inc. and Blitz F21-842 AG (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on March 26, 2021). 10.3 Agreement of Irrevocable Undertaking, dated February 15, 2021, among Stephen Raiser, BorgWarner Inc. and Blitz F21-842 AG (incorporate by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on March 26, 2021). 10.4 Agreement of Irrevocable Undertaking, dated February 15, 2021, among Felix von Borck, BorgWarner Inc. and Blitz F21-842 AG (incorporated by reference to Exhibit 10.4 on the Companys Current Report on Form 8-K filed on March 26, 2021). 10.5 Agreement of Irrevocable Undertaking, dated February 15, 2021, among Dr. Bjrn Eberleh, BorgWarner Inc. and Blitz F21-842 AG (incorporated by reference to Exhibit 10.5 on the Companys Current Report on Form 8-K filed on March 26, 2021). 10.6 Amendment No. 1 to Credit Agreement, dated as of November 16, 2021, between BorgWarner In. and Bank of America, as administrative agent (incorporated by reference to Exhibit 99.1 on the Companys Current Report on Form 8-K filed on November 18, 2021). 10.7 Fourth Amended and Restated Credit Agreement, dated as of March 13, 2020, among the Company, as borrower, the Administrative Agent named therein, and the Lenders that are parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 16, 2020). 10.8 Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Employees.* 10.9 Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Units Agreement for Non-U.S. Employees.* 10.10 Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Performance Share Award Agreement.* 10.11 Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors.* 10.12 Form of 2020 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, 2020 filed on May 6, 2020). 10.13 Form of 2020 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Units 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, 2020 filed on May 6, 2020). 10.14 Form of 2020 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 for the quarter ended March 31, 2020 filed on May 6, 2020). 10.15 Form of 2020 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed on August 5, 2020). 10.16 Form of 2019 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 June 30, 2019 filed on July 25, 2019). 10.17 Form of 2019 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Units 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 June 30, 2019 filed on July 25, 2019). 10.18 Form of 2019 BorgWarner Inc. 2018 Stock Incentive Plan Performance Share Award Agreement for Non-U.S. Employees (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on July 25, 2019). 10.19 Form of 2019 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on July 25, 2019). 10.20 Form of 2019 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Non-U.S. Directors (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on July 25, 2019). 10.22 Form of 2018 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.3 to the Companys Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). 10.23 Form of 2018 BorgWarner Inc. 2018 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Directors (incorporated by reference to Exhibit 10.4 to the Companys Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). 10.24 Form of 2018 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Employees (incorporated by reference to Exhibit 10.5 to the Companys Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). 10.25 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). 10.26 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). 10.27 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). 10.28 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). 10.29 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). 10.30 Form of Amended and Restated Change of Control Employment Agreement for Executive Officers (incorporated by reference to Exhibit 10.27 to the Companys Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). 10.31 Form of Amended and Restated Change of Control Employment Agreement for Executive Officers (effective 2009) (incorporated by reference to Exhibit 10.28 to the Companys Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). 10.32 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). 10.33 Offer Letter, dated as of March 8, 2019, between BorgWarner Inc. and Kevin A. Nowlan (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed on April 25, 2019). 10.34 Revised Offer Letter, dated as of June 7, 2020, between BorgWarner Inc. and Daniel R. Etue (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed on August 5, 2020). 10.35 Distribution and Indemnity Agreement, dated as of January 27, 1993, between Borg-Warner Automotive, Inc. and Borg-Warner Security (incorporated by reference to Exhibit 10.25 to the Companys Annual Report on Form 10-K/A for the year ended December 31, 2017 filed September 28, 2018). 10.36 Assignment of Trademarks and License Agreement, dated as of November 2, 1994, between Borg-Warner Security Corporation and Borg-Warner Automotive, Inc. (incorporated by reference to Exhibit 10.26 to the Companys Annual Report on Form 10-K/A for the year ended December 31, 2017 filed September 28, 2018). 10.37 Amendment to Assignment of Trademarks and License Agreement, dated as of July 31, 1998, between Borg-Warner Security Corporation and Borg-Warner Automotive, Inc. (incorporated by reference to Exhibit 10.27 to the Companys Annual Report on Form 10-K/A for the year ended December 31, 2017 filed September 28, 2018). 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.*