---
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"
generated_at: "2026-06-13T11:27:18.946251+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# BorgWarner completes spin-off of PHINIA; 1 share per 5 BWA shares held

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-079180
- JSON: https://secwatch.observer/filing/0001104659-23-079180.json
- Plain text: https://secwatch.observer/filing/0001104659-23-079180.txt

## Key facts
- Material Agreements
  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).
  - Action: entry
  - Agreement: license
  - Counterparty: PHINIA Inc.
  - Value: Tax Matters Agreement regarding tax obligations post-spin-off.
  - Effective: 2023-07-03
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/908255/000110465923079180/0001104659-23-079180-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: supply
  - Counterparty: PHINIA Inc.
  - Value: Separation and Distribution Agreement governing the separation and distribution of Fuel Systems and
  - Effective: 2023-07-02
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/908255/000110465923079180/0001104659-23-079180-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: license
  - Counterparty: PHINIA Inc.
  - Value: Employee Matters Agreement regarding employee benefits and obligations post-spin-off.
  - Effective: 2023-07-03
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/908255/000110465923079180/0001104659-23-079180-index.htm
- Material Agreements
  BORGWARNER INC entered into Transition Services Agreement with PHINIA Inc. valued at Transition Services Agreement for post-spin-off services. (effective 2023-07-03).
  - Action: entry
  - Agreement: license
  - Counterparty: PHINIA Inc.
  - Value: Transition Services Agreement for post-spin-off services.
  - Effective: 2023-07-03
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/908255/000110465923079180/0001104659-23-079180-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: license
  - Counterparty: PHINIA Inc.
  - Value: Intellectual Property Cross-License Agreement for cross-licensing of intellectual property post-spin
  - Effective: 2023-07-03
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/908255/000110465923079180/0001104659-23-079180-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.