BorgWarner Announces Final Results of its Cash Tender
Offers for its Senior Notes
Auburn Hills, Michigan, August 14, 2024 – BorgWarner Inc. (NYSE: BWA) (the “Company”)
today announced the expiration and final results of its previously announced tender offers(the “Tender Offers”) to purchase for cash any and all of the Company’s outstanding 3.375%
Senior Notes due 2025 (the “3.375% Notes”) and 5.000% Senior Notes due 2025 (the“5.000% Notes” and collectively with the 3.375% Notes, the “Notes”), on the terms andconditions set forth in the Offer to Purchase, dated August 7, 2024 (the “Offer to Purchase”)
and the related Notice of Guarantee Delivery attached to the Offer to Purchase (the "Noticeof Guaranteed Delivery” and collectively with the Offer to Purchase, the ”Tender OfferDocuments”).
The Tender Offers expired at 5:00 p.m., New York City time, on August 13, 2024 (such timeand date, the “Expiration Time”).
At the Expiration Time, according to information provided by the tender and information agent
for the Tender Offers, the aggregate principal amount of each series of Notes validly tendered
and not validly withdrawn pursuant to the Tender Offers, which includes the aggregate
principal amount of each series of Notes reflected in notices of guaranteed delivery delivered,
are set forth in the table below. Withdrawal rights for the Tender Offers expired at theExpiration Date, and accordingly, Notes validly tendered in the Tender Offers may no longer
be withdrawn except where additional withdrawal rights are required by law.
Title ofSecurity
CUSIP No.
3.375% Senior Notes 099724AJ5due 2025
5.000% Senior Notes 099724AM8 /due 2025
U0560UAA0

Principal
AmountOutstanding$384,474,000

Principal
AmountTendered$50,975,000

Percentage ofOutstanding
Amount Tendered
13.26%$453,187,000$64,918,000

14.32%The Company expects to accept for payment all Notes of each series validly tendered andnot validly withdrawn prior to the Expiration Time. Payment for all Notes (including Notes
tendered by Notice of Guaranteed Delivery) will be made on August 16, 2024. Consummationof the Tender Offers and payment for the Notes remain subject to the satisfaction or waiverof a financing condition and certain other conditions as set forth in the Tender Offer
Documents.
BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC served
as the dealer managers for the Tender Offers. Global Bondholder Services Corporation
served as the tender and information agent for the Tender Offers.
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-looking
statements. 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 theCompany'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-2-Report on Form 10-K and/or Quarterly Report on Form 10-Q. We do not undertake anyobligation 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.

-3-