Form 8-K

8-K — BORGWARNER INC

Accession: 0000908255-26-000060

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0000908255

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bwa-20261029.htm (Primary)

EX-99.1 (a20260930ex991pressrelease.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: bwa-20261029.htm · Sequence: 1

bwa-20261029

0000908255FALSE00009082552026-10-292026-10-290000908255us-gaap:CommonStockMember2026-10-292026-10-290000908255us-gaap:SeniorNotesMemberbwa:SeniorNotesDueMay2031Member2026-10-292026-10-29

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 29, 2026

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))

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 2.02. Results of Operations and Financial Condition

On October 29, 2026, BorgWarner Inc. issued a press release announcing its financial results for the quarter and nine months ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The earnings call presentation to which the attached press release refers is available at https://www.borgwarner.com/investors, but it is not incorporated herein by reference.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filings.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are being furnished as part of this report.

Exhibit

Number

Description

99.1

Press release regarding earnings issued by BorgWarner Inc. dated October 29, 2026

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.

BorgWarner Inc.

Date: October 29, 2026

By: /s/ Tonit M. Calaway

Name: Tonit M. Calaway

Title: Executive Vice President and Secretary

EX-99.1

Filename: a20260930ex991pressrelease.htm · Sequence: 2

Document

Exhibit 99.1

Immediate Release

Contact: Patrick Nolan

248.754.0884

BorgWarner Reports Strong Third Quarter 2026 Results

Increases 2026 Adjusted EPS Guidance

Announces 9 Awards Across Portfolio to Support Long-Term Profitable Growth

Auburn Hills, Michigan, October 29, 2026 – BorgWarner Inc. (NYSE: BWA) today reported third quarter results for 2026.

Third Quarter Results and Business Highlights

•BorgWarner (the “Company”) achieved a U.S. GAAP operating margin of 8.7% during the third quarter of 2026, or an increase of 180 basis points, compared with the third quarter of 2025. The Company achieved an adjusted operating margin of 10.9%, or an increase of 20 basis points, compared with the third quarter of 2025. The Company’s continued focus on cost controls allowed it to deliver strong performance despite a lower industry production environment.

•The Company successfully executed a debt tender and make-whole redemption to reduce its gross debt balance by $864 million during the third quarter of 2026.

•The Company repurchased approximately $175 million of its outstanding shares and paid a $35 million cash dividend to its shareholders during the third quarter of 2026.

•The Company continued to make progress in its product readiness across its portfolio offerings for the data center and industrial markets. Additionally, the Company has accelerated its quoting activity for its industrial solutions.

New Business Awards Across Portfolio

The Company secured multiple new business awards that are expected to support its long-term profitable growth, including the following:

Foundational Awards

•Engine control module award with a global OEM for a new internal combustion engine pickup truck platform. Production is expected to begin in 2029.

•Three conquest turbocharger awards with a global powertrain leader for light vehicle gasoline platforms in South America and Europe. Production is expected to begin in 2027.

eProduct Awards

•First aluminum-wire eMotor program award with a major Chinese OEM for hybrid vehicles, including generator and traction motors for auxiliary drive applications. Production is expected to begin in 2026.

•Three eMotor awards with leading OEMs in China for range-extended, battery-electric and hybrid vehicle applications. Production is expected to begin between 2027 and 2028.

•High-voltage inverter award with a global OEM for its next-generation battery-electric vehicle programs. This award builds on an established customer relationship.

Third Quarter Summary:

•U.S. GAAP net sales of $3,487 million, a decrease of approximately 2.9% compared with the third quarter of 2025.

◦Excluding the impact of foreign currencies, organic net sales decreased 3.1% compared with the third quarter of 2025.

•U.S. GAAP net earnings of $1.08 per diluted share, an increase of 47.9% compared with the third quarter of 2025.

◦Excluding $0.31 of net losses per diluted share related to non-comparable items (detailed in the table below), adjusted net earnings were $1.39 per diluted share, an increase of 12.1% compared with the third quarter of 2025.

•U.S. GAAP operating income of $302 million, or 8.7% of net sales.

◦ Excluding $79 million of pretax expenses related to non-comparable items, adjusted operating income was $381 million, or 10.9% of net sales.

•Net cash provided by operating activities of $320 million.

◦ Free cash flow of $195 million.

Financial Results:

The Company believes the following table is useful in highlighting non-comparable items that impacted its U.S. GAAP net earnings per diluted share. The non-comparable items presented below are calculated after tax using the corresponding effective tax rate discrete to each item and the weighted average number of diluted shares for the periods presented. The Company defines adjusted earnings per diluted share as earnings per diluted share adjusted to eliminate the impact of restructuring expense, merger, acquisition and divestiture expense, other net expenses, discontinued operations and other gains and losses not reflective of the Company’s ongoing operations and related tax effects.

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Earnings per diluted share $ 1.08 $ 0.73 $ 3.59 $ 2.48

Non-comparable items:

Restructuring expense 0.20 0.10 0.32 0.26

Accelerated depreciation 0.04 0.19 0.07 0.28

U.S. pension plan settlement loss 0.04 — 0.04 —

Loss on debt extinguishment 0.02 — 0.02 —

Adjustments associated with Spin-Off related balances — 0.04 0.01 0.03

Impairment charges — — — 0.16

Write-off of customer incentive asset — — — 0.03

Costs to exit charging business — — — 0.14

Legal settlement — 0.18 — 0.18

Chief Executive Officer ("CEO") transition compensation — 0.02 — 0.05

Loss on sale of assets — 0.01 — 0.02

Loss on sale of businesses — 0.01 — 0.01

Insurance recovery — (0.07) — (0.07)

Merger and acquisition (income) expense , net — — (0.01) 0.02

Unrealized (gain) loss on equity securities (0.02) (0.01) (0.03) (0.01)

Tax adjustments 0.02 — 0.02 (0.06)

Other non-comparable items 0.01 0.04 0.02 0.05

Adjusted earnings per diluted share $ 1.39 $ 1.24 $ 4.05 $ 3.57

Net sales were $3,487 million for the third quarter of 2026, a decrease of approximately 2.9% compared with the third quarter of 2025. This decrease was primarily driven by declining market production volumes and lower Battery Energy Systems segment sales. Net earnings for the third quarter of 2026 were $221 million, compared with net earnings of $158 million for the third quarter of 2025. Net earnings per diluted share for the third quarter of 2026 were $1.08, up 47.9% from $0.73 per diluted share for the third quarter of 2025. Adjusted net earnings per diluted share for the third quarter of 2026 were $1.39, up 12.1% from adjusted net earnings per diluted share of $1.24 for the third quarter of 2025. Adjusted net earnings for the third quarter of 2026 excluded net non-comparable items of $(0.31) per diluted share, while adjusted net earnings for the third quarter of 2025 excluded net non-comparable items of $(0.51) per diluted share. These and other non-comparable items are listed in the table above, which is provided by the Company for comparison with other results and the most directly comparable U.S. GAAP measures. The increase in adjusted net earnings per diluted share was primarily due to a lower full year effective tax rate and the impact of a lower share count resulting from share repurchases in 2025 and 2026.

Full Year 2026 Guidance Update: The Company increased its 2026 adjusted earnings per share guidance due to the expected impacts of the Company's share repurchases and a decline in its full year effective tax rate.

At the midpoint of its 2026 guidance, the Company expects to deliver another year of adjusted operating margin expansion and adjusted earnings per share growth despite the Company’s expectation that its weighted light vehicle market will be down 2% to down 1% and a $10 million to $15 million industrial R&D investment to support long-term profitable growth. Net sales are expected to be in the range of $14.0 billion to $14.2 billion in 2026, compared with 2025 net sales of approximately $14.3 billion. The Company’s net sales guidance range has been narrowed from its previous forecast of $14.0 billion to $14.3 billion due to lower industry production expectations at the high-end of the Company’s previous guidance. The Company’s net sales guidance implies a year-over-year change in organic net sales of down 4% to down 2.5%. The Company’s net sales guidance includes an expected year-over-year sales decline of approximately $250 million in the Company’s Battery Energy Systems segment, which represents approximately a 1.7% headwind to organic net sales growth in 2026. Foreign currencies are expected to result in a year-over-year increase in sales of approximately $250 million primarily due to the strengthening of the Euro and Chinese Renminbi against the U.S. dollar.

U.S. GAAP operating margin is expected to be in the range of 9.3% to 9.6% in 2026. Excluding the impact of non-comparable items and the add-back of intangible asset amortization expense, adjusted operating margin is expected to be in the range of 10.7% to 10.9%. U.S. GAAP net earnings are expected to be within the range of $4.65 to $4.84 per diluted share. Excluding the impact of non-comparable items, adjusted net earnings are expected to be in the range of $5.20 to $5.35 per diluted share, compared with the Company’s previous adjusted net earnings guidance range of $5.05 to $5.30 per diluted share. This increase is due to the expected impacts of the Company's share repurchases and a decline in its full year effective tax rate. Full year operating cash flow is expected to be in the range of $1,600 million to $1,700 million, while free cash flow is expected to be in the range of $900 million to $1,100 million, consistent with the Company’s previous guidance.

At 9:30 a.m. ET today, a brief conference call concerning third quarter 2026 results and full year guidance will be webcast at: https://www.borgwarner.com/investors. Additionally, an earnings call presentation will be available at https://www.borgwarner.com/investors.

For more than 130 years, BorgWarner has been a transformative global product leader bringing

successful mobility innovation to market. With a focus on sustainability, we’re helping to build a cleaner, healthier, safer future for all.

# # #

Forward Looking Statements: This release 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. Words such as “anticipates,” “believes,” “continues,” “could,” “designed,” “effect,” “estimates,” “evaluates,” “expects,” “forecasts,” “goal,” “guidance,” “initiative,”

“intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Further, all statements, other than statements of historical fact, contained or incorporated by reference in this release that we expect or anticipate will or may occur in the future regarding our financial position, including our guidance for full year 2026, our business strategy and measures to implement that strategy, including changes to operations, competitive strengths, goals, expansion and profitable growth of our business and operations, plans, references to future success, including the anticipated benefits of cost control and restructuring initiatives, our new business awards and other such matters, are forward-looking statements. Accounting estimates, such as those described under the heading “Critical Accounting Policies and Estimates” in Item 7 of our most recently filed Annual Report on Form 10-K (“Form 10-K”), are inherently forward-looking. All forward-looking statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. Forward-looking statements are not guarantees of performance, and the Company’s actual results may differ materially from those expressed, projected or implied in or by the forward-looking statements.

You should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. These risks and uncertainties, among others, include: the success of our portfolio strategy; supply disruptions impacting us or our customers, commodity availability and pricing and an inability to achieve expected levels of recoverability in commercial negotiations with customers concerning these costs; conditions in the automotive industry; competitive challenges from existing and new competitors, including original equipment manufacturer (“OEM”) customers; the challenges associated with rapidly changing technologies, including artificial intelligence, and our ability to innovate in response; the difficulty in forecasting demand for electric vehicles and our electric vehicles revenue growth; potential future changes in laws and regulations, including, by way of example, taxes and tariffs, in the countries in which we operate; potential disruptions in the global economy caused by wars or other geopolitical conflicts; the ability to identify targets and consummate acquisitions on acceptable terms; failure to realize the expected benefits of acquisitions on a timely basis; the possibility that our 2023 tax-free spin-off of our former Fuel Systems and Aftermarket segments into a separate publicly traded company will not achieve its intended tax benefits; the failure to promptly and effectively integrate acquired businesses; the potential for unknown or inestimable liabilities relating to the acquired businesses; impacts of our exit of the charging business; our dependence on automotive and truck production, which is highly cyclical and subject to disruptions; our reliance on major OEM customers; impacts of any future strikes involving any of our OEM customers and any actions such OEM customers take in response; fluctuations in interest rates and foreign currency exchange rates; our dependence on information systems; the uncertainty of the global economic environment; the uncertainty surrounding global trade policies, including tariffs (and any potential refund recovery of tariffs imposed under the International Emergency Economic Powers Act) and export restrictions and their impact on the Company, its customers and its suppliers; the outcome of existing or any future legal proceedings, including litigation with respect to various claims, or governmental investigations, including related litigation; impacts from any potential future acquisition or

disposition transactions; and the other risks discussed in reports that we file with the Securities and Exchange Commission, including in Item 1A. “Risk Factors” in our most recently filed Form 10-K and/or Quarterly Report on Form 10-Q. We do not undertake any obligation to update or announce publicly any updates to or revisions to any of the forward-looking statements in this release to reflect any change in our expectations or any change in events, conditions, circumstances, or assumptions underlying the statements.

BorgWarner Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(in millions, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Net sales $ 3,487 $ 3,591 $ 10,668 $ 10,744

Cost of sales 2,825 2,927 8,608 8,801

Gross profit 662 664 2,060 1,943

Gross margin 19.0 % 18.5 % 19.3 % 18.1 %

Selling, general and administrative expenses 310 341 969 973

Restructuring expense 50 23 89 71

Other operating expense (income), net — 52 (6) 83

Impairment charges — — — 42

Operating income 302 248 1,008 774

Equity in affiliates’ (earnings) loss, net of tax (10) (11) (26) (29)

Unrealized (gain) loss on equity securities (4) (1) (7) (2)

Interest expense (income), net 6 9 27 33

Other postretirement expense (income) 12 3 16 8

Earnings before income taxes and noncontrolling interest 298 248 998 764

Provision for income taxes 65 75 219 188

Net earnings 233 173 779 576

Net earnings attributable to noncontrolling interest 12 15 39 37

Net earnings attributable to BorgWarner Inc. $ 221 $ 158 $ 740 $ 539

Earnings per share attributable to BorgWarner Inc. — basic $ 1.10 $ 0.74 $ 3.64 $ 2.50

Earnings per share attributable to BorgWarner Inc. — diluted $ 1.08 $ 0.73 $ 3.59 $ 2.48

Weighted average shares outstanding:

Basic 201.4 213.7 203.2 215.7

Diluted 204.6 216.5 206.4 217.6

BorgWarner Inc.

Net Sales by Reportable Segment (Unaudited)

(in millions)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Turbos & Thermal Technologies $ 1,372 $ 1,437 $ 4,247 $ 4,372

Drivetrain & Morse Systems 1,346 1,452 4,223 4,242

PowerDrive Systems 705 582 1,957 1,724

Battery Energy Systems 78 132 280 441

Inter-segment eliminations (14) (12) (39) (35)

Net sales $ 3,487 $ 3,591 $ 10,668 $ 10,744

Segment Adjusted Operating Income (Loss) (Unaudited)

(in millions)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Turbos & Thermal Technologies $ 201 $ 219 $ 640 $ 681

Drivetrain & Morse Systems 250 267 787 770

PowerDrive Systems (5) (35) (70) (111)

Battery Energy Systems (3) (7) (7) (41)

Segment Adjusted Operating Income 443 444 1,350 1,299

Corporate, including stock-based compensation 62 59 184 189

Restructuring expense 50 23 89 71

Intangible asset amortization expense 13 16 43 49

Accelerated depreciation 11 60 20 81

Adjustments associated with Spin-Off related balances — 8 1 7

Legal settlement — 38 — 38

Impairment charges — — — 42

Write-off of customer incentive asset — — — 7

Costs to exit charging business — — — 32

Chief Executive Officer ("CEO") transition compensation — 5 — 11

Loss on sale of assets — 1 — 6

Loss on sale of businesses — 1 — 2

Insurance recovery — (21) — (21)

Merger and acquisition expense (income), net 1 2 (1) 4

Other non-comparable items 4 4 6 7

Equity in affiliates’ (earnings) loss, net of tax (10) (11) (26) (29)

Unrealized (gain) loss on equity securities (4) (1) (7) (2)

Interest expense (income), net 6 9 27 33

Other postretirement expense (income) 12 3 16 8

Earnings before income taxes and noncontrolling interest 298 248 998 764

Provision for income taxes 65 75 219 188

Net earnings 233 173 779 576

Net earnings attributable to noncontrolling interest 12 15 39 37

Net earnings attributable to BorgWarner Inc. $ 221 $ 158 $ 740 $ 539

BorgWarner Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in millions)

September 30,

2026 December 31,

2025

ASSETS

Cash, cash equivalents and restricted cash $ 1,583 $ 2,313

Receivables, net 3,075 2,962

Inventories 1,299 1,207

Prepayments and other current assets 390 313

Total current assets 6,347 6,795

Property, plant and equipment, net 3,229 3,330

Other non-current assets 3,640 3,644

Total assets $ 13,216 $ 13,769

LIABILITIES AND EQUITY

Short-term debt $ 1,106 $ 5

Accounts payable 2,137 1,996

Other current liabilities 1,255 1,281

Total current liabilities 4,498 3,282

Long-term debt 1,901 3,894

Other non-current liabilities: 951 979

Total liabilities 7,350 8,155

Total BorgWarner Inc. stockholders’ equity 5,671 5,442

Noncontrolling interest 195 172

Total equity 5,866 5,614

Total liabilities and equity $ 13,216 $ 13,769

BorgWarner Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in millions)

Nine Months Ended September 30,

2026 2025

OPERATING ACTIVITIES

Net cash provided by operating activities $ 1,058 $ 1,029

INVESTING ACTIVITIES

Capital expenditures, including tooling outlays (364) (307)

Customer advances related to capital expenditures 6 16

Insurance proceeds received for damage to property, plant and equipment — 4

Proceeds from settlement of net investment hedges, net 18 18

Payments for investments in equity securities (2) —

Proceeds from the sale of business, net — 7

Proceeds from asset disposals and other, net 2 16

Net cash used in investing activities (340) (246)

FINANCING ACTIVITIES

Payments of notes payable — (5)

Additions to debt 3 —

Repayments of debt, including current portion (864) (406)

Payments for purchase of treasury stock (425) (210)

Payments for excise tax on purchase of treasury stock (5) —

Payments for stock-based compensation items (34) (22)

Payment for business acquired, net of cash acquired (3) —

Payments for contingent consideration (1) (4)

Dividends paid to BorgWarner stockholders (104) (84)

Dividends paid to noncontrolling stockholders (13) (22)

Net cash used in financing activities (1,446) (753)

Effect of exchange rate changes on cash (2) 48

Net (decrease) increase in cash, cash equivalents and restricted cash (730) 78

Cash and cash equivalents at beginning of year 2,313 2,094

Cash, cash equivalents and restricted cash at end of period $ 1,583 $ 2,172

Supplemental Information (Unaudited)

(in millions)

Nine Months Ended September 30,

2026 2025

Depreciation and tooling amortization $ 404 $ 504

Intangible asset amortization $ 43 $ 49

Non-GAAP Financial Measures

This press release contains information about the Company’s financial results that is not presented in accordance with U.S. GAAP. Such non-GAAP financial measures are reconciled to their closest U.S. GAAP financial measures below and in the Financial Results table above. The provision of these comparable U.S. GAAP financial measures for 2026 is not intended to indicate that the Company is explicitly or implicitly providing projections on those U.S. GAAP financial measures and actual results for such measures are likely to vary from those presented. The reconciliations include all information reasonably available to the Company at the date of this press release and the adjustments that management can reasonably predict.

Management believes that these non-GAAP financial measures are useful to management, investors and banking institutions in their analyses of the Company's business and operating performance. Management also uses this information for operational planning and decision-making purposes.

Non-GAAP financial measures are not and should not be considered a substitute for any U.S. GAAP measure. Additionally, because not all companies use identical calculations, the non-GAAP financial measures as presented by the Company may not be comparable to similarly titled measures reported by other companies.

Adjusted Operating Income and Adjusted Operating Margin

The Company defines adjusted operating income as operating income adjusted to exclude the impact of restructuring expense, merger, acquisition and divestiture expense, intangible asset amortization expense, other net expenses, discontinued operations and other gains and losses not reflective of the Company’s ongoing operations. Adjusted operating margin is defined as adjusted operating income divided by net sales.

Adjusted Net Earnings

The Company defines adjusted net earnings as net earnings attributable to the Company, adjusted to eliminate the impact of restructuring expense, merger, acquisition and divestiture expense, other net expenses, discontinued operations and other gains and losses not reflective of the Company’s ongoing operations and related tax effects. The impact of intangible asset amortization expense continues to be included in adjusted net earnings.

Adjusted Earnings per Diluted Share

The Company defines adjusted earnings per diluted share as earnings per diluted share adjusted to eliminate the impact of restructuring expense, merger, acquisition and divestiture expense, other net expenses, discontinued operations and other gains and losses not reflective of the Company’s ongoing operations and related tax effects. The impact of intangible asset amortization expense continues to be included in adjusted earnings per share.

Free Cash Flow

The Company defines free cash flow as net cash provided by operating activities minus capital expenditures, net of customer advances related to capital expenditures. The Company believes this measure is useful to both management and investors in evaluating the Company’s ability to service and repay its debt.

Organic Net Sales Change

The Company defines organic net sales changes as net sales change year-over-year excluding the estimated impact of foreign exchange (“FX”) and net mergers, acquisitions and divestitures.

Adjusted Operating Income and Adjusted Operating Margin (Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2026 2025 2026 2025

Net sales $ 3,487 $ 3,591 $ 10,668 $ 10,744

Operating income $ 302 $ 248 $ 1,008 $ 774

Operating margin 8.7 % 6.9 % 9.4 % 7.2 %

Non-comparable items:

Restructuring expense $ 50 $ 23 $ 89 $ 71

Intangible asset amortization expense 13 16 43 49

Accelerated depreciation 11 60 20 81

Adjustments associated with Spin-Off related balances — 8 1 7

Legal settlement — 38 — 38

Impairment charges — — — 42

Costs to exit charging business — — — 32

Chief Executive Officer ("CEO") transition compensation — 5 — 11

Write-off of customer incentive asset — — — 7

Loss on sale of assets — 1 — 6

Loss on sale of businesses — 1 — 2

Insurance recovery — (21) — (21)

Merger and acquisition expense (income), net 1 2 (1) 4

Other non-comparable items 4 4 6 7

Adjusted operating income $ 381 $ 385 $ 1,166 $ 1,110

Adjusted operating margin 10.9 % 10.7 % 10.9 % 10.3 %

Free Cash Flow Reconciliation (Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2026 2025 2026 2025

Net cash provided by operating activities $ 320 $ 368 $ 1,058 $ 1,029

Capital expenditures, including tooling outlays (125) (111) (364) (307)

Customer advances related to capital expenditures — 9 6 16

Free cash flow $ 195 $ 266 $ 700 $ 738

Third Quarter 2026 Organic Net Sales Change (Unaudited)

(in millions)

Q3 2025 Net Sales

FX Organic Net Sales Change

Q3 2026 Net Sales

Organic Net Sales Change %

Turbos & Thermal Technologies $ 1,437 $ (2) $ (63) $ 1,372 (4.4)%

Drivetrain & Morse Systems 1,452 1 (107) 1,346 (7.4)%

PowerDrive Systems 582 9 114 705 19.6%

Battery Energy Systems 132 — (54) 78 (40.9)%

Inter-segment eliminations (12) — (2) (14) 16.7%

Net sales $ 3,591 $ 8 $ (112) $ 3,487 (3.1)%

Year to Date 2026 Organic Net Sales Change (Unaudited)

(in millions)

Q3 2025 YTD Net Sales

FX Organic Net Sales Change

Q3 2026 YTD Net Sales

Organic Net Sales Change %

Turbos & Thermal Technologies $ 4,372 $ 103 $ (228) $ 4,247 (5.2)%

Drivetrain & Morse Systems 4,242 61 (80) 4,223 (1.9)%

PowerDrive Systems 1,724 56 177 1,957 10.3%

Battery Energy Systems 441 9 (170) 280 (38.5)%

Inter-segment eliminations (35) — (4) (39) 11.4%

Total $ 10,744 $ 229 $ (305) $ 10,668 (2.8)%

Adjusted Operating Income and Adjusted Operating Margin Guidance Reconciliation (Unaudited)

Full Year 2026 Guidance

(in millions) Low High

Net sales $ 14,000 $ 14,200

Operating income $ 1,308 $ 1,363

Operating margin 9.3 % 9.6 %

Non-comparable items:

Restructuring expense $ 110 $ 100

Intangible asset amortization 56 56

Accelerated depreciation 20 20

Adjustments associated with Spin-Off related balances 1 1

Merger and acquisition (income) expense, net (1) (1)

Other non-comparable items 6 6

Adjusted operating income $ 1,500 $ 1,545

Adjusted operating margin 10.7 % 10.9 %

Adjusted Earnings per Diluted Share Guidance Reconciliation (Unaudited)

Full Year 2026 Guidance

Low High

Earnings per Diluted Share $ 4.65 $ 4.84

Non-comparable items:

Restructuring expense $ 0.41 $ 0.37

Accelerated depreciation 0.07 0.07

U.S. pension plan settlement loss 0.04 0.04

Loss on debt extinguishment 0.02 0.02

Adjustments associated with Spin-Off related balances 0.01 0.01

Merger and acquisition (income) expense, net (0.01) (0.01)

Unrealized (gain) loss on equity securities (0.03) (0.03)

Tax adjustments 0.02 0.02

Other non-comparable items 0.02 0.02

Adjusted Earnings per Diluted Share $ 5.20 $ 5.35

Free Cash Flow Guidance Reconciliation (Unaudited)

Full Year 2026 Guidance

(in millions) Low High

Net cash provided by operating activities $ 1,600 $ 1,700

Capital expenditures, including tooling outlays (700) (600)

Free cash flow $ 900 $ 1,100

Full Year 2026 Organic Net Sales Change Guidance Reconciliation (Unaudited)

(in millions) FY 2025 Net Sales FX Battery Energy Systems (“BES”) Sales Change Organic Net Sales Change FY 2026 Net Sales Organic Net Sales Change Excluding BES % Organic Net Sales Change Including BES % BorgWarner LV Weighted Market %

Low $ 14,316 $ 250 $ (250) $ (316) $ 14,000 (2.2)% (4.0)% (2.0)%

High $ 14,316 $ 250 $ (250) $ (116) $ 14,200 (0.8)% (2.6)% (1.0)%

Full Year 2026 Estimated Year-Over-Year Change in Production (Unaudited)

North America Europe China Total BorgWarner Weighted Total

Light vehicle (2.5)% to (1.5)% 0.5% to 1% (8)% to (6)% (2.5)% to (1.5)% (2)% to (1)%

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.3

Cover

Oct. 29, 2026

Entity Information [Line Items]

Document Type

8-K

Document Period End Date

Oct. 29, 2026

Entity Registrant Name

BORGWARNER INC.

Entity Incorporation, State or Country Code

Entity File Number

1-12162

Entity Tax Identification Number

13-3404508

Entity Address, Address Line One

3850 Hamlin Road,

Entity Address, City or Town

Auburn Hills,

Entity Address, State or Province

Entity Address, Postal Zip Code

48326

City Area Code

248

Local Phone Number

754-9200

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Entity Central Index Key

0000908255

Amendment Flag

false

Common Stock

Entity Information [Line Items]

Title of 12(b) Security

Common Stock, par value $0.01 per share

Trading Symbol

BWA

Security Exchange Name

NYSE

Senior Notes Due May 2031 | Senior Notes

Entity Information [Line Items]

Title of 12(b) Security

1.00% Senior Notes due 2031

Trading Symbol

BWA31

Security Exchange Name

NYSE

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_EntityInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=bwa_SeniorNotesDueMay2031Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_LongtermDebtTypeAxis=us-gaap_SeniorNotesMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: