BorgWarner (BWA) Prices $1B Notes Offering

BorgWarner Inc. (NYSE: BWA) ("BorgWarner" or the "Company") announced today it priced a public offering of $500 million aggregate principal amount of its 4.950% Senior Notes due 2029 (the "2029 Notes") and $500 million aggregate principal amount of its 5.400% Senior Notes due 2034 (the "2034 Notes" and, together with the 2029 Notes, the "Senior Notes").

The Company expects that it will receive approximately $987 million of net proceeds from the offering after deducting the underwriting discounts and the offering expenses payable by the Company. The Company intends to use the net proceeds to repurchase any and all of the Company's 3.375% Senior Notes due March 15, 2025 and 5.000% Senior Notes due October 1, 2025 validly tendered and accepted for purchase in tender offers the Company has commenced for such notes and to pay fees and expenses in connection with the tender offers. Any remaining proceeds will be used for general corporate purposes. The offering is expected to close on August 16, 2024, subject to the satisfaction of customary closing conditions.

BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are serving as joint book-running managers for the offering.

The offering is being made under the Company's shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") and only by means of a prospectus supplement and accompanying prospectus. A copy of the prospectus supplement and accompanying prospectus relating to the offering may be obtained from any of the following:

• BofA Securities, Inc., toll free at 1-800-294-1322;
• Citigroup Global Markets Inc., toll free at 1-800-831-9146; or
• Wells Fargo Securities, LLC, toll free at 1-800-645-3751;

Alternatively, the prospectus supplement and accompanying prospectus may be obtained by visiting EDGAR on the SEC Website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Senior Notes, nor will there be any sale of the Senior Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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