8937

THIS REVISED FORM 8937 SUPERSEDES THE ORIGINAL FORM 8937 POSTED ON THIS WEBSITE AND ACTS TO UPDATE THE ADDITIONAL
INFORMATION PROVIDED IN THE ATTACHMENT TO REFLECT THE ADJUSTED OPENING PRICE FOR BWA ON JULY 5, 2023

Report of Organizational Actions
Affecting Basis of Securities

Form(December 2017)
Department of the Treasury
Internal Revenue Service

0MB No. 1545-0123► See separate instructions.

Reporting Issuer
1 Issuer's name

2 Issuer's employer identification number (EIN)

BoraWarner Inc.
3 Name of contact for additional information

4 Telephone No. of contact(248) 754-9200
6 Number and street (or P.O. box if mail is not delivered to street address) of contact
3850 Hamlin Road
8 Date of action
Julv 3 2023
10 CUSIP numberl::F.T,iiillll

9 Classification and description

11 Serial number(s)13-3404508
5 Email address of contact

7 City, town, or post office, state, and ZIP code of contact
Auburn Hills Michiaan 48326

BoraWarner Inc. Common Stock - Soin-off
12 Ticker symbol
13 Account number(s)BWAOrganizational Action Attach additional statements if needed. See back of form for additional questions.

14Describe the organizational action and, if applicable, the date of the action or the date against which shareholders' ownership is measured forthe action ► See attachment.

15

Describe the quantitative effect of the organizational action on the basis of the security in the hands of a U.S. taxpayer as an adjustment per
share or as a percentage of old basis ► _S_e_e _ a_tt_a_c_h_m_e_ n_t.'-------------------------------

16

Describe the calculation of the change in basis and the data that supports the calculation, such as the market values of securities and thevaluation dates ► See attachment.

..=c-=-===c..c=='----------------------------------------For Paperwork Reduction Act Notice, see the separate Instructions.

Cat. No. 37752P

Form 8937 (12-2017)September 7, 2023

BorgWarner Inc.
EIN: 13-3404508
ATTACHMENT TO FORM 8937 – PART IIREPORT OF ORGANIZATIONAL ACTIONS AFFECTING BASIS OF SECURITIESCONSULT YOUR TAX ADVISOR
The information contained herein is being provided pursuant to the requirements of Section
6045B of the Internal Revenue Code of 1986, as amended (the “Code”). This attachment
includes a general summary regarding the application of certain U.S. federal income tax lawsand regulations relating to the effects of the Distribution (as defined below) on the tax basisof shares of BorgWarner Inc. (“BorgWarner”) common stock, and the allocation of tax basis
among shares of BorgWarner common stock and PHINIA Inc. (“PHINIA”) common stock
following the Distribution (as defined below). The information contained herein does notconstitute tax advice and does not purport to be complete or to describe the consequencesthat may apply to particular categories of shareholders. Neither BorgWarner nor PHINIA
provides tax advice to its shareholders. The example provided below is illustrative and isbeing provided pursuant to Section 6045B of the Code and as a convenience to shareholders
and their tax advisers when establishing their specific tax position. You are urged to consult
your own tax advisors regarding the particular consequences of the Distribution to you,including the applicability and effect of all U.S. federal, state, and local tax laws and foreign
tax laws. We urge you to read the Information Statement included as Exhibit 99.1 toPHINIA’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on June 13, 2023, noting especially the discussion therein under the heading “Material U.S.
Federal Income Tax Consequences of the Spin-Off.” You may access the Information
Statement at www.sec.gov.
Line 14.

Describe the organizational action and, if applicable, the date of the action ordate against which shareholders’ ownership is measured for the action.

On July 3, 2023, at 5:00 p.m. New York City time, pursuant to the terms and conditions of theSeparation and Distribution Agreement dated as of July 2, 2023, by and between BorgWarner andPHINIA, BorgWarner distributed to its shareholders on a pro rata basis all of its shares of PHINIA
common stock (the “Distribution”). Pursuant to the Distribution, each holder of BorgWarnercommon stock as of the close of business of June 23, 2023, received one share of PHINIA common
stock for every five shares of BorgWarner common stock. The Distribution is intended to qualify
as tax-free under Section 355 of the Code.
Line 15.

Describe the quantitative effect of the organizational action on the basis of thesecurity in the hands of a U.S. taxpayer as an adjustment per share or as apercentage of old basis.

As a result of the Distribution, BorgWarner shareholders will be required to allocate the aggregate
tax basis in their BorgWarner common shares held immediately prior to the Distribution among
the PHINIA common shares received in the Distribution and their BorgWarner common shares
held immediately after the Distribution. This allocation should be made in proportion to the relativefair market values of the BorgWarner common stock and PHINIA common stock. Shareholders
that acquired BorgWarner common shares at different times or different prices will need tocalculate their tax basis in each block of BorgWarner common stock and then allocate a portion ofthat tax basis to the shares of PHINIA common stock received.
U.S. federal income tax law does not specifically prescribe how you should determine the fairmarket values of the BorgWarner common stock and PHINIA common stock for purposes ofallocating your tax basis. You should consult your tax advisor to determine what measure of fairmarket value is appropriate.
There are several possible methods for determining the fair market values of BorgWarner commonstock and PHINIA common stock. One possible approach is to utilize the opening trading prices
on July 5, 2023, the first full trading day after the Distribution, for BorgWarner common stock($44.37 per share) and PHINIA common stock ($29.89 per share) as an indication of the fairmarket value. Based on that approach and the assumptions and calculations set forth in Item 16
below, 88.13% of a BorgWarner shareholder’s aggregate tax basis in his or her shares ofBorgWarner common stock immediately prior to the Distribution would be allocated to suchshareholder’s shares of BorgWarner common stock following the Distribution, and 11.87% of an
BorgWarner shareholder’s aggregate tax basis in his or her shares of BorgWarner common stock
immediately prior to the Distribution would be allocated to such shareholder’s shares of PHINIA
common stock received in the Distribution. Other approaches to determine fair market value mayalso be possible. You are not bound by the approach illustrated above and may, in consultation
with your tax advisor, use another approach in determining fair market values for BorgWarnercommon stock and PHINIA common stock.
Line 16.

Describe the calculation of the change in basis and the data that supports thecalculation, such as the market values of securities and the valuation date.

The following is an illustrative example of how the previously described approach to basis
allocation would be applied:
Assumptions:Shares of BorgWarner common stock owned immediately prior to the Distribution: 5,000
BorgWarner shareholder’s aggregate tax basis (assumed to be $10.00 per share): $50,000
Shares of PHINIA common stock received in the Distribution (5,000 shares of BorgWarnercommon stock multiplied by the distribution ratio of 1:5): 1,000

Tax Basis Allocation Illustration:# SharesOwned(A)Beginning
Tax Basis(B)

BorgWarner
Common Stock

5,0001$50,0002

PHINIA
Common Stock

1,000

FMV of Shares
Owned PostDistribution(A) x (C)% of Total
FMV(D)$44.373$221,850

88.13%5$44,063.32$29.894$29,890

11.87%6$5,936.68$251,740

100.00%$50,000

Price(C)Total

1

Number of BorgWarner common shares owned immediately prior to the Distribution.

2

Aggregate basis in the BorgWarner common stock owned immediately prior to the Distribution.

3

Opening trading price of BorgWarner common stock on July 5, 2023.

4

Opening trading price of PHINIA common stock on July 5, 2023.

5$221,850 / $251,740

6$29,890 / $251,740

Line 17.

AllocatedTax Basis(B) x (D)List the applicable Internal Revenue Code section(s) and subsection(s) uponwhich the tax treatment is based.

Section 355, Section 358, and Section 368(a)(1)(D).
Line 18.

Can any resulting loss be recognized?

No loss may be recognized by a BorgWarner shareholder upon receipt of PHINIA common stockin the Distribution.
Line 19.

Provide any other information necessary to implement the adjustment, suchas the reportable tax year.

The Distribution was effective on July 3, 2023. For a BorgWarner shareholder whose taxable year
is the calendar year, the reportable tax year is 2023.