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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. Employer |
| Incorporation or organization | | | | Identification No.) |
| | | | | | | | | | | | | | |
| 3850 Hamlin Road, | Auburn Hills, | Michigan | | 48326 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (248) 754-9200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | BWA | | New York Stock Exchange |
| 1.00% Senior Notes due 2031 | | BWA31 | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events
It has come to the attention of BorgWarner Inc. (the "Company") that the Company’s Annual Report on Form 10-K filed on February 8, 2024 (the “Form 10-K”) included inaccurate information regarding the percentage of the Company’s net sales represented by sales of turbochargers for light vehicles. The revised information is as follows: Sales of turbochargers for light vehicles represented approximately 23%, 25% and 24% of the Company’s net sales for the years ended December 31, 2023, 2022 and 2021, respectively (rather than approximately 21%, 26% and 24%, respectively, as included in the Form 10-K).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being furnished as part of this Report.
| | | | | |
Exhibit Number | Description |
| 104.1 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| BorgWarner Inc. |
| | |
| Date: February 14, 2024 | By: | /s/ Tonit M. Calaway |
| | Name: Tonit M. Calaway |
| | Title: Executive Vice President and Secretary |