BorgWarner Announces Pricing of Cash Tender Offers for its
Senior Notes
Auburn Hills, Michigan, August 13, 2024 – BorgWarner Inc. (NYSE: BWA) (the “Company”)
today announced that it has priced the previously announced tender offers (the “TenderOffers”) to purchase for cash any and all of the Company’s outstanding 3.375% Senior Notes
due 2025 and 5.000% Senior Notes due 2025 (collectively, the “Notes”). All terms andconditions set forth in the Offer to Purchase, dated August 7, 2024 (the “Offer to Purchase”)
and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the “Noticeof Guaranteed Delivery” and collectively with the Offer to Purchase, the “Tender OfferDocuments”), remain unchanged.
Certain information regarding the Notes and the pricing for the Tender Offers is set forth in
the table below.

Title ofSecurity
3.375%
Senior Notes
due 2025

CUSIP No.
099724AJ5

5.000%
099724AM8 /Senior Notes U0560UAA0
due 2025

Principal
AmountOutstanding$384,474,000$453,187,000

U.S.
Treasury
Bloomberg
Reference Reference Reference
Security
Yield(1)Page
1.75% U.S.
4.717%
FIT3Treasury due
March 15,2025
5.00% U.S.
4.382%FIT4
Treasury due
September
30, 2025

FixedSpread0 bps

Tender OfferConsideration(2)$992.380 bps$1,006.66(1) Each Reference Yield was determined at 10:00 a.m., New York City time, on August 13, 2024.
(2) Payable per each $1,000 principal amount of Notes of a series validly tendered, not validly withdrawn andaccepted for purchase at or prior to the Expiration Time (defined below). Each Tender Offer Consideration wasdetermined in the manner described in the Tender Offer Documents.

Holders must validly tender (and not validly withdraw) or deliver a properly completed andduly executed Notice of Guaranteed Delivery for their Notes at or prior to the Expiration Timeto receive the applicable Tender Offer Consideration. Additionally, holders whose Notes arepurchased in the Tender Offers will receive accrued and unpaid interest from the last interest
payment date of the Notes of each series to, but not including, the Settlement Date (as definedin the Offer to Purchase). The Company expects the Settlement Date to occur on August 16,2024.
The Tender Offers will expire at 5:00 p.m., New York City time, on August 13, 2024 (suchtime and date, as it may be extended, the “Expiration Time”), unless extended or earlier
terminated by the Company. The Notes tendered may be withdrawn at any time at or prior to
the Expiration Time by following the procedures described in the Offer to Purchase.
The Company’s obligation to accept for purchase and to pay for Notes of each series validly
tendered and not validly withdrawn pursuant to the Tender Offers is subject to the satisfaction
or waiver, in the Company’s discretion, of a financing condition and certain other conditions,which are more fully described in the Offer to Purchase. The Tender Offers are not subject toa minimum tender condition. The complete terms and conditions of the Tender Offers,
including complete instructions on how to tender Notes, are set forth in the Tender OfferDocuments. Holders of Notes are urged to read the Tender Offer Documents carefully.

Information Relating to the Tender Offers
The Offer to Purchase is being distributed to holders beginning today. BofA Securities, Inc.,
Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are the dealer managers for
the Tender Offers. Investors with questions regarding the Tender Offers may contact BofA
Securities, Inc. at (980)-387-5602 (toll-free) or email debt_advisory@bofa.com, Citigroup
Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or email
ny.liabilitymanagement@citi.com and Wells Fargo Securities, LLC at (866) 309-6316 (tollfree) or (704) 410-4759 (collect) or email liabilitymanagement@wellsfargo.com. Global
Bondholder Services Corporation is the tender and information agent for the Tender Offersand can be contacted at (212) 430-3774 or toll-free at (855) 654-2015 or at the following web
address: https://www.gbsc-usa.com/borgwarner.
None of the Company or its affiliates, their respective boards of directors or managers, thedealer manager, the information agent, the tender agent, the trustees or any of theirrespective affiliates makes any recommendation as to whether holders should tender Notes
of a series in response to the Tender Offers. Each holder must make his, her or its own
decision as to whether to tender Notes and, if so, as to what principal amount of Notes totender.
This press release shall not constitute an offer to sell, a solicitation to buy or an offer topurchase or sell any securities. The Tender Offers are being made only pursuant to the Offer
to Purchase and only in such jurisdictions as is permitted under applicable law.
About BorgWarner
For more than 130 years, BorgWarner (NYSE: BWA) has been a transformative global
product leader bringing successful mobility innovation to market. Today, we're accelerating
the world's transition to eMobility – to help 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 andsimilar expressions are intended to identify such forward-looking statements. Further, allstatements, other than statements of historical fact, contained in this release regarding
matters that we expect or anticipate will or may occur in the future regarding our financial
position, business strategy and measures to implement that strategy, including changes tooperations, competitive strengths, goals, expansion and growth of our business andoperations, plans, references to future success and other such matters, are forward-lookingstatements. 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 andexpected future developments, as well as other factors we believe are appropriate in thecircumstances. Forward-looking statements are not guarantees of performance, and the-2-

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 anduncertainties, many of which are difficult to predict and generally beyond our control, thatcould cause actual results to differ materially from those expressed, projected or implied in orby the forward-looking statements. These risks and uncertainties, among others, include
supply disruptions impacting us or our customers; commodity availability and pricing, and aninability to achieve expected levels of recoverability in commercial negotiations withcustomers concerning these costs; competitive challenges from existing and newcompetitors, including original equipment manufacturer (“OEM”) customers; the challenges
associated with rapidly changing technologies, particularly as they relate to electric vehicles,
and our ability to innovate in response; the difficulty in forecasting demand for electric vehicles
and our electric vehicles revenue growth; 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 atimely basis; the possibility that our 2023 tax-free spin-off of our former Fuel Systems andAftermarket segments into a separate publicly traded company will not achieve its intended
benefits; the failure to promptly and effectively integrate acquired businesses; the potential
for unknown or inestimable liabilities relating to the acquired businesses; our dependence on
automotive and truck production, which is highly cyclical and subject to disruptions; ourreliance 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; theuncertainty of the global economic environment; the outcome of existing or any future legal
proceedings, including litigation with respect to various claims, or governmental
investigations, including related litigation; future changes in laws and regulations, including,by way of example, taxes and tariffs, in the countries in which we operate; impacts from any
potential future acquisition or disposition transactions; and the other risks noted in reportsthat we file with the SEC, including Item 1A, “Risk Factors,” in our most recently filed Annual
Report on 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 forwardlooking statements in this release to reflect any change in our expectations or any change inevents, conditions, circumstances, or assumptions underlying the statements.

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