BorgWarner Announces Pricing Terms of Cash Tender Offers for its Senior Notes

BorgWarner Inc. (NYSE: BWA ) (the "Company") today announced the Reference Yield and Tender Consideration (as set forth in the table below) to be paid in connection with its previously announced tender offers to purchase for cash the debt securities issued by the Company referred to below (collectively, the "Notes," and each a "Series"), in each case upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 10, 2026 (the "Offer to Purchase"). The Company made the Tender Offers as a balanced capital allocation strategy intended to grow the long-term earnings of the Company. Certain information regarding the Notes and the pricing for the Tender Offers is set forth in the table below. Series of Notes CUSIP/ISIN Number (1) Aggregate Principal Amount Outstanding Offer Sub Cap Acceptance Priority Level Reference Security Reference Yield (2) Bloomberg Reference Page Fixed Spread (Basis Points) Tender Consideration (3) 7.125% Senior Notes due 2029 (Any and All Offer) 099724 AC0 / US099724AC03 $120,685,000 N/A N/A 3.500% UST due 2/15/2029 4.230 % FIT 5 +25 $1,061.70 4.375% Senior Notes due 2045 099724 AH9 / US099724AH99 $500,000,000 N/A 1 5.000% UST due 5/15/2046 5.265 % FIT 1 +65 $827.77 5.400% Senior Notes due 2034 099724 AQ9 / US099724AQ98 $500,000,000 N/A 2 4.375% UST due 5/15/2036 4.689 % FIT 1 +40 $1,019.75 4.950% Senior Notes due 2029 099724 AP1 / US099724AP16 $500,000,000 N/A 3 4.125% UST due 7/15/2029 4.248 % FIT 1 +30 $1,010.87 2.650% Senior Notes due 2027 099724 AL0 / US099724AL02 $1,100,000,000 $250,000,000 4 3.750% UST due 6/30/2027 4.013 % FIT 3 +20 $986.77 ____________________________ (1) No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above. (2) Each Reference Yield was determined at 3:00 p.m., New York City time, on August 14, 2026. (3) Payable per each $1,000 principal amount of Notes of a series validly tendered, not validly withdrawn and accepted for purchase at or prior to the Expiration Date (defined below). Each Tender Consideration was determined in the manner described in the Tender Offer Documents. The Tender Offers consist of offers to purchase for cash (i) any and all of the Company's outstanding 7.125% Senior Notes due 2029 (the "7.125% Notes" and the "Any and All Offer") for the Tender Consideration and (ii) four separate offers, one for each Series of Notes set forth in the table above (other than the 7.125% Notes) (the "Waterfall Notes") (each, an "Offer" and, collectively, the "Offers," and together with the Any and All Offer, a "Tender Offer" and, collectively, the "Tender Offers") for aggregate Tender Consideration of up to $720,000,000 (the "Waterfall Cap"), excluding the Accrued Interest Payment (as defined below), subject to the proration and the application of the Acceptance Priority Levels set forth in the table above and as further set forth in the Offer to Purchase and the terms and conditions, including, among others, a cap of $250,000,000 (the "Sub Cap") on the maximum aggregate principal amount of the 2.650% Senior Notes due 2027 (the "2.650% Notes") to be purchased pursuant to the Offer. The Company may, but is under no obligation to, increase the Waterfall Cap or the Sub Cap. Additionally, the Company may increase the amount of Waterfall Notes accepted for payment in the Offers by no more than 2% of the outstanding Waterfall Notes of the applicable Series, as further described in the Acceptance Priority Procedures set forth in the Offer to Purchase, without amending or extending the Offer. In the event proration is required with respect to a Series of Waterfall Notes, the Company will multiply the principal amount of each valid tender of such Series of Waterfall Notes by the applicable proration rate and round the resulting amount down to the nearest integral multiple of $1,000, in order to determine the principal amount of such tender that will be accepted.