Page 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10 - K ( Mark One ) Annual Report Pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 For the fiscal year ended December 31 , 2020 OR Transition Report Pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 For the transition period from_ to Commission File Number : 1-12162 BorgWarner Inc. ( Exact name of registrant as specified in its charter ) Delaware ( State or other jurisdiction of Incorporation or organization ) Large accelerated filer Emerging growth company 3850 Hamlin Road , Auburn Hills , Michigan 48326 ( Address of principal executive offices ) ( Zip Code ) Title of each class Common Stock , par value $ 0.01 per share 1.80 % Senior Notes due 2022 Registrant's telephone number , including area code : ( 248 ) 754-9200 Securities registered pursuant to Section 12 ( b ) of the Act : Trading symbol ( s ) BWA BWA22 Securities registered pursuant to Section 12 ( g ) of the Act : None 13-3404508 ( I.R.S. Employer Identification No. ) No Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Name of each exchange on which registered New York Stock Exchange New York Stock Exchange Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Accelerated filer Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Non - accelerated filer ☐ Smaller reporting company 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes The aggregate market value of the voting common stock of the registrant held by stockholders ( not including voting common stock held by directors and executive officers of the registrant ) on June 30 , 2020 ( the last business day of the most recently completed second fiscal quarter ) was approximately $ 7.2 billion . As of February 16 , 2021 , the registrant had 239,021,056 shares of voting common stock outstanding . DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents are incorporated herein by reference into the Part of the Form 10 - K indicated . Document Portions of the BorgWarner Inc. Proxy Statement for the 2021 Annual Meeting of Stockholders ☐ No Part of Form 10 - K into which incorporated Part III