Every material Form 8-K BorgWarner filed with the SEC in 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
BorgWarner said CEO Frederic B. Lissalde will retire effective at the close of business on February 6, 2025, and Joseph F. Fadool, its executive vice president and chief operating officer, will succeed him. Fadool will also join the board, filling the seat Lissalde vacates, and Lissalde will serve as a consultant through August 30, 2025. The company also declared a quarterly dividend of $0.11 per share.
Joseph F. Fadool, 58, has been executive vice president and chief operating officer since July 2024 and will become president and CEO effective February 6, 2025.
Fadool's base salary will be $1,250,000, with a target annual bonus of $1,875,000 (150% of base salary) and a 2025 long-term incentive target of $8,125,000 (650% of base salary).
During the transition period through August 30, 2025, Lissalde's base salary will be reduced to 67% of his prior level.
Quarterly dividend of $0.11 per share is payable December 16, 2024 to stockholders of record on December 2, 2024.
BorgWarner reported third quarter 2024 net sales of $3,449 million, down about 5% from a year earlier, while GAAP earnings rose to $1.08 per diluted share from $0.37. The company raised its full-year 2024 adjusted EPS guidance to $4.15 to $4.30 but cut its full-year net sales guidance to $14.0 billion to $14.2 billion, and it completed $400 million of share repurchases in 2024.
Q3 2024 net sales were $3,449 million, down about 5% from $3,622 million in Q3 2023, with organic sales down 5.1%.
Q3 2024 GAAP EPS was $1.08 versus $0.37 a year earlier; adjusted EPS was $1.09 versus $0.98.
Full-year 2024 adjusted EPS guidance rose to $4.15 to $4.30 from $3.95 to $4.15; net sales guidance was cut to $14.0 billion to $14.2 billion from $14.1 billion to $14.4 billion.
BorgWarner repurchased $300 million of shares in Q3 and $400 million in 2024 to date.
BorgWarner completed the issuance of $500 million of 4.950% Senior Notes due 2029 and $500 million of 5.400% Senior Notes due 2034, totaling $1 billion. The notes were issued under an indenture with Deutsche Bank Trust Company Americas as trustee for the notes, supplementing the company's 1999 base indenture. The filing is a debt financing that adds $1 billion to the company's borrowings, and it does not disclose use of proceeds or results.
$500 million of 4.950% Senior Notes due 2029 issued August 16, 2024
$500 million of 5.400% Senior Notes due 2034 issued August 16, 2024
Notes governed by Ninth Supplemental Indenture with Deutsche Bank Trust Company Americas as trustee
BorgWarner agreed on August 7, 2024 to sell $500 million of 4.950% senior notes due 2029 and $500 million of 5.400% senior notes due 2034, for $1 billion in total principal. The company said it will use the proceeds to repurchase any and all of its 3.375% notes due March 15, 2025 and 5.000% notes due October 1, 2025 that are validly tendered in tender offers, with any remainder for general corporate purposes. The filing is a debt refinancing and does not report new financial results.
Two tranches: $500 million of 4.950% notes due August 15, 2029 and $500 million of 5.400% notes due August 15, 2034
Interest payable semi-annually on February 15 and August 15, beginning February 15, 2025
Proceeds to repurchase 3.375% notes due March 15, 2025 and 5.000% notes due October 1, 2025 via tender offers, plus tender fees and expenses
Notes are general unsecured obligations; the indenture is with The Bank of New York Mellon Trust Company, N.A.
BorgWarner reported second-quarter 2024 net sales of $3.6 billion, down 2% from a year earlier, while GAAP diluted EPS rose to $1.39 from $0.97 and adjusted EPS rose to $1.19 from $1.06. For full-year 2024, the company cut its net sales guidance to $14.1 billion to $14.4 billion from $14.4 billion to $14.9 billion, but raised its adjusted operating margin and adjusted EPS guidance.
Q2 2024 net sales were $3,603 million, down 2% from $3,671 million; organic sales fell 0.3%.
Full-year net sales guidance cut to $14.1 billion to $14.4 billion from $14.4 billion to $14.9 billion, citing lower market production and weaker foreign currencies.
Adjusted EPS guidance raised to $3.95 to $4.15 from $3.80 to $4.15; adjusted operating margin guidance raised to 9.6% to 9.8% from 9.2% to 9.6%.
Company plans to repurchase $300 million of shares in the second half of 2024 and announced a restructuring of its ePropulsion segment with about $100 million in annual savings expected by 2026.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every BorgWarner filing is on SEC EDGAR ↗. 8-K briefs of other companies →