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Borgwarner Inc. – ‘8-K/A’ for 10/1/20

On:  Tuesday, 10/13/20, at 4:25pm ET   ·   For:  10/1/20   ·   Accession #:  908255-20-85   ·   File #:  1-12162

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  As Of               Filer                 Filing    For·On·As Docs:Size

10/13/20  Borgwarner Inc.                   8-K/A:9    10/01/20   14:908K

Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                         HTML     40K 
 2: EX-23.1     Consent of Expert or Counsel                        HTML      8K 
 3: EX-99.3     Miscellaneous Exhibit                               HTML    180K 
10: R1          Cover                                               HTML     53K 
12: XML         IDEA XML File -- Filing Summary                      XML     13K 
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11: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 5: EX-101.CAL  XBRL Calculations -- bwa-20201001_cal                XML      7K 
 6: EX-101.DEF  XBRL Definitions -- bwa-20201001_def                 XML     40K 
 7: EX-101.LAB  XBRL Labels -- bwa-20201001_lab                      XML     91K 
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 4: EX-101.SCH  XBRL Schema -- bwa-20201001                          XSD     13K 
13: JSON        XBRL Instance as JSON Data -- MetaLinks               15±    21K 
14: ZIP         XBRL Zipped Folder -- 0000908255-20-000085-xbrl      Zip     47K 


‘8-K/A’   —   Amendment to Current Report


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 iX:   C:  C: 
  bwa-20201001  
 i 0000908255 i FALSE00009082552020-10-132020-10-130000908255us-gaap:CommonStockMember2020-10-132020-10-130000908255us-gaap:SeniorNotesMemberbwa:SeniorNotesDueNovember2022Member2020-10-132020-10-13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM  i 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):  i October 1, 2020

 i BORGWARNER INC.
________________________________________________
(Exact name of registrant as specified in its charter)
 i Delaware i 1-12162 i 13-3404508
State or other jurisdiction ofCommission File No.(I.R.S. Employer
Incorporation or organization Identification No.)
 i 3850 Hamlin Road,  i Auburn Hills, i Michigan  i 48326
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: ( i 248)  i 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:
 i oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class Trading Symbol(s)Name of each exchange on which registered
 i Common Stock, par value $0.01 per share i BWA i New York Stock Exchange
 i 1.80% Senior Notes due 2022 i BWA22 i 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  i 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  



Amendment No. 1

Explanatory Note

On October 2, 2020, BorgWarner Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Form 8-K”) to report the completion of its acquisition (the “Transaction”) of Delphi Technologies PLC (“Delphi Technologies”) pursuant to that certain Transaction Agreement, dated January 28, 2020, as amended by an Amendment and Consent Agreement, dated May 6, 2020, by and between the Company and Delphi Technologies.

This Amendment No. 1 to Current Report on Form 8-K/A is being filed by the Company to amend the Form 8-K to provide: (i) audited consolidated financial statements of Delphi Technologies as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018, and 2017; (ii) unaudited condensed consolidated financial statements of Delphi Technologies as of June 30, 2020 and for the six months ended June 30, 2020 and 2019; and (iii) (a) unaudited pro forma combined statements of operations for the six months ended June 30, 2020 and the year ended December 31, 2019 that combine the historical consolidated statements of operations of BorgWarner and Delphi Technologies, giving effect to the Transaction as if it had been completed on January 1, 2019; (b) unaudited pro forma combined balance sheet as of June 30, 2020 that combines the historical consolidated balance sheets of BorgWarner and Delphi Technologies, giving effect to the Transaction as if it had been completed on June 30, 2020; and (c) the related notes to the unaudited pro forma financial information.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The audited consolidated financial statements of Delphi Technologies as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018, and 2017, filed as Exhibit 99.1 hereto.

The unaudited condensed consolidated financial statements of Delphi Technologies as of June 30, 2020 and for six months ended June 30, 2020 and 2019, filed as Exhibit 99.2 hereto.

(b) Pro Forma Financial Information.

(i) Unaudited pro forma combined statements of operations for the six months ended June 30, 2020 and the year ended December 31, 2019 that combine the historical consolidated statements of operations of BorgWarner and Delphi Technologies, giving effect to the Transaction as if it had been completed on January 1, 2019; (ii) unaudited pro forma combined balance sheet as of June 30, 2020 that combines the historical consolidated balance sheets of BorgWarner and Delphi Technologies, giving effect to the Transaction as if it had been completed on June 30, 2020; and (iii) the related notes to the unaudited pro forma financial information, filed as Exhibit 99.3 hereto.

(d)     Exhibits.



Exhibit
Number
Description
23.1
99.1
99.2
99.3
104The 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.
BorgWarner Inc.
Date: October 13, 2020By:/s/ Tonit M. Calaway
Name: Tonit M. Calaway
Title: Executive Vice President and Secretary



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K/A’ Filing    Date    Other Filings
Filed on:10/13/203
10/2/208-K
For Period end:10/1/203,  8-K
6/30/2010-Q
5/6/2010-Q,  8-K,  DEFA14A
1/28/208-K,  DEFA14A
12/31/1910-K,  11-K,  SD
6/30/1910-Q
1/1/19
12/31/1810-K,  11-K,  SD
12/31/1710-K,  10-K/A,  11-K,  PRE 14A,  SD
 List all Filings 


2 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/05/20  Delphi Technologies plc           10-Q        6/30/20   98:16M
 2/13/20  Delphi Technologies plc           10-K       12/31/19  129:19M
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Filing Submission 0000908255-20-000085   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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