{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-079180","form_type":"8-K","ticker":"BWA","cik":"0000908255","company_name":"BORGWARNER INC","filed_at":"2023-07-07T23:59:59+00:00","discovered_at":"2026-05-14T18:03:36.978071+00:00","generated_at":"2026-06-13T11:27:18.946251+00:00","sec_items":["1.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"BorgWarner completes spin-off of PHINIA; 1 share per 5 BWA shares held","bullets":["Spin-off completed on July 3, 2023; PHINIA now operates Fuel Systems and Aftermarket businesses.","Holders of BWA received 1 PHINIA share for every 5 shares held on June 23, 2023 record date.","Post-spin agreements: Separation, Transition Services, Tax, Employee Matters, IP Cross-License.","PHINIA's cash balance targeted at ~$300M at separation, subject to post-distribution adjustment."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-079180","json":"https://secwatch.observer/filing/0001104659-23-079180.json","markdown":"https://secwatch.observer/filing/0001104659-23-079180.md","text":"https://secwatch.observer/filing/0001104659-23-079180.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/908255/000110465923079180/0001104659-23-079180-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/908255/000110465923079180/tm2320751d1_8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T11:27:18.946251+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"58c13a83b074c6ebd9a1c86936a7db7199fb992d","claim":"BORGWARNER INC entered into Tax Matters Agreement with PHINIA Inc. valued at Tax Matters Agreement regarding tax obligations post-spin-off. (effective 2023-07-03).","evidence_excerpt":"In connection with the Spin-Off, the Company entered into several agreements with PHINIA on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with PHINIA after the Spin-Off, including the following agreements: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; and • an Intellectual Property Cross-License Agreement.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/908255/000110465923079180/0001104659-23-079180-index.htm","confidence":0.8,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"license"},{"label":"Counterparty","value":"PHINIA Inc."},{"label":"Value","value":"Tax Matters Agreement regarding tax obligations post-spin-off."},{"label":"Effective","value":"2023-07-03"}],"fact_type":"material_agreement"},{"claim_id":"83df8aac1f99689e8e4fae259cc59e68ed4201a8","claim":"BORGWARNER INC entered into Separation and Distribution Agreement with PHINIA Inc. valued at Separation and Distribution Agreement governing the separation and distribution of Fuel Systems and (effective 2023-07-02).","evidence_excerpt":"ay of a distribution of 100% of the outstanding shares of common stock of PHINIA Inc. (“PHINIA”) to holders of record of common stock of the Company on a pro rata basis (the “Spin-Off”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/908255/000110465923079180/0001104659-23-079180-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"supply"},{"label":"Counterparty","value":"PHINIA Inc."},{"label":"Value","value":"Separation and Distribution Agreement governing the separation and distribution of Fuel Systems and"},{"label":"Effective","value":"2023-07-02"}],"fact_type":"material_agreement"},{"claim_id":"9be1b06f4559f5fd514e511b714dbcef89d216ad","claim":"BORGWARNER INC entered into Employee Matters Agreement with PHINIA Inc. valued at Employee Matters Agreement regarding employee benefits and obligations post-spin-off. (effective 2023-07-03).","evidence_excerpt":"In connection with the Spin-Off, the Company entered into several agreements with PHINIA on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with PHINIA after the Spin-Off, including the following agreements: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; and • an Intellectual Property Cross-License Agreement.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/908255/000110465923079180/0001104659-23-079180-index.htm","confidence":0.8,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"license"},{"label":"Counterparty","value":"PHINIA Inc."},{"label":"Value","value":"Employee Matters Agreement regarding employee benefits and obligations post-spin-off."},{"label":"Effective","value":"2023-07-03"}],"fact_type":"material_agreement"},{"claim_id":"f97821d1f04f780f53eda6307226d5b5a11aa688","claim":"BORGWARNER INC entered into Transition Services Agreement with PHINIA Inc. valued at Transition Services Agreement for post-spin-off services. (effective 2023-07-03).","evidence_excerpt":"In connection with the Spin-Off, the Company entered into several agreements with PHINIA on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with PHINIA after the Spin-Off, including the following agreements: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; and • an Intellectual Property Cross-License Agreement.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/908255/000110465923079180/0001104659-23-079180-index.htm","confidence":0.8,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"license"},{"label":"Counterparty","value":"PHINIA Inc."},{"label":"Value","value":"Transition Services Agreement for post-spin-off services."},{"label":"Effective","value":"2023-07-03"}],"fact_type":"material_agreement"},{"claim_id":"ffc9d8cfb4f2dd99089805c4c324ecddf3f6fd36","claim":"BORGWARNER INC entered into Intellectual Property Cross-License Agreement with PHINIA Inc. valued at Intellectual Property Cross-License Agreement for cross-licensing of intellectual property post-spin (effective 2023-07-03).","evidence_excerpt":"In connection with the Spin-Off, the Company entered into several agreements with PHINIA on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with PHINIA after the Spin-Off, including the following agreements: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; and • an Intellectual Property Cross-License Agreement.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/908255/000110465923079180/0001104659-23-079180-index.htm","confidence":0.8,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"license"},{"label":"Counterparty","value":"PHINIA Inc."},{"label":"Value","value":"Intellectual Property Cross-License Agreement for cross-licensing of intellectual property post-spin"},{"label":"Effective","value":"2023-07-03"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}