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, /PRNewswire/ -- 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 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") and any related documents (collectively with the Offer to Purchase, the "Tender Offer Documents"). In addition, the Company today announced that it had increased the Waterfall Cap for the Offers to $730,000,000, 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 below and the Offer to Purchase. The Company increased the amount of 4.950% Notes accepted for payment in the Offers by 2% of the outstanding 4.950% Notes, as further described in the Acceptance Priority Procedures set forth in the Offer to Purchase, without amending or extending the Offer. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

The Tender Offers expired at 5:00 p.m., New York City time, on August 14, 2026 (the "Expiration Date"). Withdrawal rights for the Tender Offers expired at the Expiration Date, and accordingly, Notes validly tendered in the Tender Offers may no longer be withdrawn except where additional withdrawal rights are required by law.

At the Expiration Date, according to information provided by Global Bondholder Services Corporation, 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agent for the Tender Offers, the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn pursuant to the Tender Offers and the aggregate principal amount of each series of Notes accepted for purchase, are set forth in the table below.

Series of Notes

CUSIP/ISIN
Number(1)

Aggregate
Principal Amount
Outstanding Prior
to Tender Offer

Offer Sub
Cap

Acceptance
Priority Level

Tender
Consideration(2)

Aggregate
Principal
Amount
Tendered

Aggregate
Principal
Amount
Accepted

7.125% Senior
Notes due 2029
(Any and All Offer)

099724 AC0 /
US099724AC03

$120,685,000

N/A

N/A

$1,061.70

$27,105,000

$27,105,000

4.375% Senior
Notes due 2045

099724 AH9 /
US099724AH99

$500,000,000

N/A

1

$827.77

$130,482,000

$130,482,000

5.400% Senior
Notes due 2034

099724 AQ9 /
US099724AQ98

$500,000,000

N/A

2

$1,019.75

$339,547,000

$339,547,000

4.950% Senior
Notes due 2029

099724 AP1 /
US099724AP16

$500,000,000

N/A

3

$1,010.87

$291,426,000

$272,772,000

2.650% Senior
Notes due 2027 

099724 AL0 /
US099724AL02

$1,100,000,000

$250,000,000

4

$986.77

$300,008,000

$0

____________________________________

(1)

No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above.

(2)

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. Each Tender Consideration was determined in the manner described in the Tender Offer Documents.

The Tender Consideration was determined at 3:00 p.m., New York City time, on August 14, 2026.

The Company's obligation to complete a Tender Offer with respect to the Notes validly tendered is conditioned on the satisfaction or waiver of conditions described in the Offer to Purchase. For the Notes accepted for purchase, all conditions to the Tender Offer with respect to such Notes were satisfied or waived on or prior to the Expiration Date. On the applicable Settlement Date, Holders whose Notes have been accepted for purchase will also receive an Accrued Interest Payment. The Notes validly tendered but not accepted for purchase will be returned promptly to the tendering Holders in accordance with the Offer to Purchase.

Information Relating to the Tender Offers

Barclays Capital Inc. and PNC Capital Markets LLC served as the dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Barclays Capital Inc. at (212) 528-7581 or toll-free at (800) 438-3242, or email [email protected], or PNC Capital Markets LLC at (212) 878-8946 or toll-free at (833) 715-3537, or email [email protected]. Global Bondholder Services Corporation served as the tender and information agent for the Tender Offers and can be contacted at (212) 430-3774 or toll-free at (855) 654-2015. The Offer to Purchase may be accessed at the following web address: https://www.gbsc-usa.com/borgwarner/.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers were made only pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law.

About BorgWarner

For more than 130 years, BorgWarner has been a transformative global product leader bringing successful mobility innovation to market. With a focus on sustainability, we're helping to 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 and similar expressions are intended to identify such forward-looking statements. Further, all statements, other than statements of historical fact, contained or incorporated by reference in this release that we expect or anticipate will or may occur in the future regarding our financial position, including our guidance for full year 2026, our business strategy and measures to implement that strategy, including changes to operations, competitive strengths, goals, expansion and profitable growth of our business and operations, plans, references to future success, including the anticipated benefits of our new business awards and other such matters, are forward-looking statements. Accounting estimates, such as those described under the heading "Critical Accounting Policies and Estimates" in Item 7 of our most recently filed Annual Report on Form 10-K ("Form 10-K"), are inherently forward-looking. 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 and expected future developments, as well as other factors we believe are appropriate under the circumstances. Forward-looking statements are not guarantees of performance, and the 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 and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. These risks and uncertainties, among others, include: the success of our portfolio strategy; supply disruptions impacting us or our customers, commodity availability and pricing and an inability to achieve expected levels of recoverability in commercial negotiations with customers concerning these costs; conditions in the automotive industry; competitive challenges from existing and new competitors, including original equipment manufacturer ("OEM") customers; the challenges associated with rapidly changing technologies, including artificial intelligence, and our ability to innovate in response; the difficulty in forecasting demand for electric vehicles and our electric vehicles revenue growth; potential future changes in laws and regulations, including, by way of example, taxes and tariffs, in the countries in which we operate; 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 a timely basis; the possibility that our 2023 tax-free spin-off of our former Fuel Systems and Aftermarket segments into a separate publicly traded company will not achieve its intended tax benefits; the failure to promptly and effectively integrate acquired businesses; the potential for unknown or inestimable liabilities relating to the acquired businesses; impacts of our exit of the charging business; our dependence on automotive and truck production, which is highly cyclical and subject to disruptions; our reliance 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; the uncertainty of the global economic environment; the uncertainty surrounding global trade policies, including tariffs and export restrictions and their impact on the Company, its customers and its suppliers; the outcome of existing or any future legal proceedings, including litigation with respect to various claims, or governmental investigations, including related litigation; impacts from any potential future acquisition or disposition transactions; and the other risks discussed in reports that we file with the Securities and Exchange Commission, including in 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 forward-looking statements in this release to reflect any change in our expectations or any change in events, conditions, circumstances, or assumptions underlying the statements.

SOURCE BorgWarner

, /PRNewswire/ -- BorgWarner Inc. (NYSE: BWA) (the "Company") today announced that it has commenced 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 is making the Tender Offers as a balanced capital allocation strategy intended to grow the long-term earnings of the Company.

Series of
Notes

CUSIP/ISIN
Number(1)

Aggregate
Principal
Amount
Outstanding

Offer Sub
Cap(2)

Acceptance
Priority
Level(3)

Maturity
Date /
Par Call
Date

Reference
Security

Bloomberg
Reference
Page

Fixed
Spread
(Basis
Points)

7.125%
Senior
Notes due
2029 (Any
and All
Offer)

099724 AC0 /
US099724AC03

$120,685,000

N/A

N/A

February
15, 2029
/ N/A

3.500%
UST due
2/15/2029

FIT 5

+25

4.375% 
Senior
Notes due
2045

099724 AH9 /
US099724AH99

$500,000,000

N/A

1

March 15,
2045 /
September
15, 2044

5.000%
UST due
5/15/2046

FIT 1

+65

5.400% 
Senior
Notes due
2034

099724 AQ9 /
US099724AQ98

$500,000,000

N/A

2

August
15, 2034
/ May 15,
2034

4.375%
UST due
5/15/2036

FIT 1

+40

4.950% 
Senior
Notes due
2029

099724 AP1 /
US099724AP16

$500,000,000

N/A

3

August
15, 2029
/ July 15,
2029

4.125%
UST due
7/15/2029

FIT 1

+30

2.650% 
Senior
Notes due
2027 

099724 AL0 /
US099724AL02

$1,100,000,000

$250,000,000

4

July 1,
2027 /
May 1,
2027

3.750%
UST due
6/30/2027

FIT 3

+20

_________________

(1)

No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above.

(2)

The Offer Sub Cap (as defined below) represents the maximum aggregate principal amount of Waterfall Notes of such series to be purchased pursuant to the Offers.

(3)

Subject to the satisfaction or waiver by the Company of the conditions of the Offers described in the Offer to Purchase, the Company will accept Waterfall Notes for purchase in the order of their respective Acceptance Priority Level specified in this table (each, an "Acceptance Priority Level," with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level).

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 pursuant to the applicable Offer. The Offer to Purchase and any related documents are referred to herein collectively as the "Tender Offer Documents." Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

On August 10, 2026, the Company intends to deliver to The Bank of New York Mellon ("BNY," as successor in interest to The First National Bank of Chicago and as trustee of the 7.125% Notes) a notice of redemption to redeem on September 9, 2026 (the "Redemption Date") all of the 7.125% Notes that remain outstanding following the Any and All Offer, to the extent the Company purchases less than all of the 7.125% Notes in the Any and All Offer, in accordance with the terms of the Indenture, dated February 15, 1999 (the "7.125% Notes Indenture"), between the Company (f/k/a Borg-Warner Automotive, Inc.) and BNY, at a make-whole redemption price pursuant to the 7.125% Notes Indenture plus accrued and unpaid interest to, but not including, the Redemption Date.

The "Tender Consideration" for each Series of Notes payable per each $1,000 principal amount of such Series of Notes validly tendered for purchase will be based on the applicable Fixed Spread for such Series of Notes, plus the Reference Yield based on the applicable Reference Security as quoted on the applicable Bloomberg Reference Page as of 3:00 p.m., New York City time, on August 14, 2026 (the "Price Determination Date"). Unless extended with respect to any Offer, promptly after the Price Determination Date, the Company will announce in a press release, among other things, the Tender Consideration applicable to each Series of Notes accepted for purchase. Holders must validly tender (and not validly withdraw) their Notes at or prior to the Expiration Date (as defined below) to receive the Tender Consideration. The formula for determining the Tender Consideration is set forth on Annex A to the Offer to Purchase. See "The Tender Offers—Tender Consideration" of the Offer to Purchase.

In addition to the Tender Consideration, all Holders whose Notes are accepted for purchase pursuant to a Tender Offer will, on the Settlement Date, also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but excluding, the Settlement Date (the "Accrued Interest," and the payment thereof, the "Accrued Interest Payment").

The Tender Offers will expire at 5:00 p.m., New York City time, on August 14, 2026 (such time and date, as it may be extended, the "Expiration Date"), unless extended or earlier terminated by the Company. The Notes tendered may be withdrawn at any time at or prior to the Expiration Date by following the procedures described in the Offer to Purchase.

The "Settlement Date" will be the second business day after the Expiration Date and is expected to be August 18, 2026.

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 certain conditions, which are more fully described in the Offer to Purchase. If any condition is not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each case subject to applicable law, and may terminate or alter any or all of the Tender Offers. Subject to applicable law, the Company reserves the right to (i) waive any and all conditions to the any or all of the Tender Offers, (ii) extend or terminate the Any and All Offer or the Offers, including the Expiration Date, or (iii) otherwise amend any of the Tender Offers. The Tender Offers are not contingent upon the tender of any aggregate minimum principal amount of Notes of any Series (subject to minimum denomination requirements as set forth in the Offer to Purchase), and none of the Tender Offers is conditioned on the consummation of any of the other Tender Offers by the Company. The complete terms and conditions of the Tender Offers are set forth in the Tender Offer Documents. 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. Barclays Capital Inc. and PNC Capital Markets LLC are the dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Barclays Capital Inc. at (212) 528-7581 or toll-free at (800) 438-3242, or email [email protected], or PNC Capital Markets LLC at (212) 878-8946 or toll-free at (833) 715-3537, or email [email protected]. Global Bondholder Services Corporation is the tender and information agent for the Tender Offers and can be contacted at (212) 430-3774 or toll-free at (855) 654-2015. The Offer to Purchase may be accessed at the following web address: https://www.gbsc-usa.com/borgwarner/. 

Holders of Notes are advised to check with each bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and The Depositary Trust Company for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

None of the Company, the dealer managers, the tender and information agent, the trustees or any of their respective directors, officers, employees or 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 to tender.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law.

About BorgWarner

For more than 130 years, BorgWarner has been a transformative global product leader bringing successful mobility innovation to market. With a focus on sustainability, we're helping to 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 and similar expressions are intended to identify such forward-looking statements. Further, all statements, other than statements of historical fact, contained or incorporated by reference in this release that we expect or anticipate will or may occur in the future regarding our financial position, including our guidance for full year 2026, our business strategy and measures to implement that strategy, including changes to operations, competitive strengths, goals, expansion and profitable growth of our business and operations, plans, references to future success, including the anticipated benefits of our new business awards and other such matters, are forward looking statements. Accounting estimates, such as those described under the heading "Critical Accounting Policies and Estimates" in Item 7 of our most recently filed Annual Report on Form 10-K ("Form 10-K"), are inherently forward-looking. 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 and expected future developments, as well as other factors we believe are appropriate under the circumstances. Forward-looking statements are not guarantees of performance, and the 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 and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. These risks and uncertainties, among others, include: the success of our portfolio strategy; supply disruptions impacting us or our customers, commodity availability and pricing and an inability to achieve expected levels of recoverability in commercial negotiations with customers concerning these costs; conditions in the automotive industry; competitive challenges from existing and new competitors, including original equipment manufacturer ("OEM") customers; the challenges associated with rapidly changing technologies, including artificial intelligence, and our ability to innovate in response; the difficulty in forecasting demand for electric vehicles and our electric vehicles revenue growth; potential future changes in laws and regulations, including, by way of example, taxes and tariffs, in the countries in which we operate; 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 a timely basis; the possibility that our 2023 tax-free spin-off of our former Fuel Systems and Aftermarket segments into a separate publicly traded company will not achieve its intended tax benefits; the failure to promptly and effectively integrate acquired businesses; the potential for unknown or inestimable liabilities relating to the acquired businesses; impacts of our exit of the charging business; our dependence on automotive and truck production, which is highly cyclical and subject to disruptions; our reliance 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; the uncertainty of the global economic environment; the uncertainty surrounding global trade policies, including tariffs and export restrictions and their impact on the Company, its customers and its suppliers; the outcome of existing or any future legal proceedings, including litigation with respect to various claims, or governmental investigations, including related litigation; impacts from any potential future acquisition or disposition transactions; and the other risks discussed in reports that we file with the Securities and Exchange Commission, including in 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 forward-looking statements in this release to reflect any change in our expectations or any change in events, conditions, circumstances, or assumptions underlying the statements.

SOURCE BorgWarner

, /PRNewswire/ -- BorgWarner Inc. (NYSE: BWA) today reported second quarter results for 2026.

Second Quarter Results and Business Update

BorgWarner's (the "Company") U.S. GAAP net sales increased approximately 0.3%, while organic net sales decreased approximately 1.2%, year-over-year compared with the second quarter of 2025. Excluding the decline in Battery Energy Systems segment sales of approximately $60 million, the Company's organic net sales were up modestly year-over-year. The Company achieved a U.S. GAAP operating margin of 10.1% during the second quarter of 2026, or an increase of 220 basis points, compared with the second quarter of 2025. The Company achieved an adjusted operating margin of 11.3%, or an increase of 100 basis points, compared with the second quarter of 2025. The Company's continued focus on cost controls allowed it to deliver strong performance despite a lower industry production environment. The Company repurchased approximately $100 million of its outstanding shares and paid a $34 million cash dividend to its shareholders during the second quarter of 2026. The Company's Board of Directors authorized an increase to its share repurchase program of $1 billion, bringing the Company's total authorization to approximately $1.35 billion, which is intended to allow management to repurchase the Company's outstanding shares through 2029. The Company continued to make progress in its product readiness across its portfolio offerings for the data center and industrial markets. The Company plans to increase 2026 R&D spending to accelerate these future growth opportunities. New Business Awards Across Portfolio
The Company secured multiple new business awards that are expected to support its long-term profitable growth, including the following:

New eTurbo award with a major European OEM for an advanced hybrid passenger car application. Production is expected to begin in 2029. Torque-on-demand with mechanical lock transfer case award with a Chinese OEM for a newly developed, full-size SUV. Production is expected to begin in the fourth quarter of 2026. Two variable cam timing awards. These include a conquest award with a major Chinese OEM and a program life extension award with a leading European premium OEM. Production is expected to begin in 2026 and 2027, respectively. Integrated Drive Modules (iDM) award with a global OEM. This program utilizes the Company's next-generation iDM technology, setting a new benchmark in performance, efficiency and system integration. Production is expected to begin in 2027. Two high-volume inverter extension awards with a major European OEM for plug-in hybrid and 800V battery-electric vehicles. Production is expected to begin in 2029. Second Quarter Highlights:

U.S. GAAP net sales of $3,648 million, an increase of approximately 0.3% compared with the second quarter of 2025. Excluding the impact of foreign currencies, organic net sales decreased 1.2% compared with the second quarter of 2025. U.S. GAAP net earnings of $1.34 per diluted share. Excluding $0.08 of net losses per diluted share related to non-comparable items (detailed in the table below), adjusted net earnings were $1.42 per diluted share, an increase of 17.4% compared with the second quarter of 2025. U.S. GAAP operating income of $370 million, or 10.1% of net sales. Excluding $43 million of pretax expenses related to non-comparable items, adjusted operating income was $413 million, or 11.3% of net sales. Net cash provided by operating activities of $586 million. Free cash flow of $492 million. Financial Results:
The Company believes the following table is useful in highlighting non-comparable items that impacted its U.S. GAAP net earnings per diluted share. The non-comparable items presented below are calculated after tax using the corresponding effective tax rate discrete to each item and the weighted average number of diluted shares for the periods presented. The Company defines adjusted earnings per diluted share as earnings per diluted share adjusted to eliminate the impact of restructuring expense, merger, acquisition and divestiture expense, other net expenses, discontinued operations and other gains and losses not reflective of the Company's ongoing operations and related tax effects.

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Earnings per diluted share

$          1.34

$          1.03

$          2.50

$          1.75

Non-comparable items:

Restructuring expense

0.07

0.06

0.13

0.17

Accelerated depreciation

0.03

0.08

0.03

0.08

Adjustments associated with Spin-Off related balances

—

0.01

0.01

(0.01)

Impairment charges

—

0.01

—

0.16

Write-off of customer incentive asset

—

0.03

—

0.03

Costs to exit charging business

—

0.02

—

0.13

Chief Executive Officer ("CEO") transition compensation

—

0.03

—

0.03

Loss on sale of assets

—

0.02

—

0.02

Merger and acquisition expense, net

—

—

(0.01)

0.01

Unrealized gain on equity securities

(0.02)

—

(0.01)

—

Tax adjustments

(0.01)

(0.08)

—

(0.06)

Other non-comparable items

0.01

—

0.01

0.01

Adjusted earnings per diluted share

$          1.42

$          1.21

$          2.66

$          2.32

Net sales were $3,648 million for the second quarter of 2026, an increase of approximately 0.3% compared with the second quarter of 2025. This increase was due to stronger foreign currencies compared to the U.S. dollar, partially offset by declining market production volumes and lower Battery Energy Systems segment sales. Net earnings for the second quarter of 2026 were $277 million, compared with net earnings of $224 million for the second quarter of 2025. Net earnings per share for the second quarter of 2026 were $1.34 per diluted share, up 30.1% from $1.03 per diluted share for the second quarter of 2025. Adjusted net earnings per diluted share for the second quarter of 2026 were $1.42, up 17.4% from adjusted net earnings per diluted share of $1.21 for the second quarter of 2025. Adjusted net earnings for the second quarter of 2026 excluded net non-comparable items of $(0.08) per diluted share, while adjusted net earnings for the second quarter of 2025 excluded net non-comparable items of $(0.18) per diluted share. These and other non-comparable items are listed in the table above, which is provided by the Company for comparison with other results and the most directly comparable U.S. GAAP measures. The increase in adjusted net earnings per diluted share was primarily due to higher adjusted operating income and the impact of a lower share count as a result of 2025 and 2026 share repurchases.

Full Year 2026 Guidance Update: The Company increased its 2026 full year adjusted earnings per share guidance, while maintaining its sales, adjusted operating margin and cash flow expectations.

At the mid-point of its 2026 guidance, the Company expects to deliver another year of adjusted operating margin improvement and adjusted earnings per share growth despite the Company's expectation that its weighted light vehicle markets will be down 3% to approximately flat and a decline in the Company's Battery Energy Systems segment sales. Net sales are expected to be in the range of $14.0 billion to $14.3 billion in 2026, compared with 2025 net sales of approximately $14.3 billion. The Company's net sales guidance implies a year-over-year change in organic net sales of down 3.5% to down 1.5%. The Company's net sales guidance includes an expected year-over-year sales decline of approximately $250 million in the Company's Battery Energy Systems segment, which represents approximately a 1.7% headwind to organic net sales growth in 2026. Foreign currencies are expected to result in a year-over-year increase in sales of approximately $175 million primarily due to the strengthening of the Euro and Chinese Renminbi against the U.S. dollar.

U.S. GAAP operating margin is expected to be in the range of 9.6% to 9.8% in 2026. Excluding the impact of non-comparable items and the add back of intangible asset amortization expense, adjusted operating margin is expected to be in the range of 10.7% to 10.9%. U.S. GAAP net earnings are expected to be within the range of $4.72 to $4.94 per diluted share. Excluding the impact of non-comparable items, adjusted net earnings are expected to be in the range of $5.05 to $5.30 per diluted share, compared to the Company's previous adjusted net earnings range of $5.00 to $5.20 per diluted share. The increase is due to the impact of the Company's share repurchases during the first half of 2026. Full year operating cash flow is expected to be in the range of $1,600 million to $1,700 million, while free cash flow is expected to be in the range of $900 million to $1,100 million.

At 9:30 a.m. ET today, a brief conference call concerning second quarter 2026 results and full year guidance will be webcast at: https://www.borgwarner.com/investors. Additionally, an earnings call presentation will be available at https://www.borgwarner.com/investors. 

For more than 130 years, BorgWarner has been a transformative global product leader bringing successful mobility innovation to market. With a focus on sustainability, we're helping to 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 and similar expressions are intended to identify such forward-looking statements. Further, all statements, other than statements of historical fact, contained or incorporated by reference in this release that we expect or anticipate will or may occur in the future regarding our financial position, including our guidance for full year 2026, our business strategy and measures to implement that strategy, including changes to operations, competitive strengths, goals, expansion and profitable growth of our business and operations, plans, references to future success, including the anticipated benefits of increased investments in research and development, our new business awards and other such matters, are forward-looking statements. Accounting estimates, such as those described under the heading "Critical Accounting Policies and Estimates" in Item 7 of our most recently filed Annual Report on Form 10-K ("Form 10-K"), are inherently forward-looking. 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 and expected future developments, as well as other factors we believe are appropriate under the circumstances. Forward-looking statements are not guarantees of performance, and the 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 and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. These risks and uncertainties, among others, include: the success of our portfolio strategy; supply disruptions impacting us or our customers, commodity availability and pricing and an inability to achieve expected levels of recoverability in commercial negotiations with customers concerning these costs; conditions in the automotive industry; competitive challenges from existing and new competitors, including original equipment manufacturer ("OEM") customers; the challenges associated with rapidly changing technologies, including artificial intelligence, and our ability to innovate in response; the difficulty in forecasting demand for electric vehicles and our electric vehicles revenue growth; potential future changes in laws and regulations, including, by way of example, taxes and tariffs, in the countries in which we operate; 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 a timely basis; the possibility that our 2023 tax-free spin-off of our former Fuel Systems and Aftermarket segments into a separate publicly traded company will not achieve its intended tax benefits; the failure to promptly and effectively integrate acquired businesses; the potential for unknown or inestimable liabilities relating to the acquired businesses; impacts of our exit of the charging business; our dependence on automotive and truck production, which is highly cyclical and subject to disruptions; our reliance 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; the uncertainty of the global economic environment; the uncertainty surrounding global trade policies, including tariffs (and any potential refund recovery of tariffs imposed under the International Emergency Economic Powers Act) and export restrictions and their impact on the Company, its customers and its suppliers; the outcome of existing or any future legal proceedings, including litigation with respect to various claims, or governmental investigations, including related litigation; impacts from any potential future acquisition or disposition transactions; and the other risks discussed in reports that we file with the Securities and Exchange Commission, including in Item 1A. "Risk Factors" in our most recently filed 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 forward-looking statements in this release to reflect any change in our expectations or any change in events, conditions, circumstances, or assumptions underlying the statements.

BorgWarner Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(in millions, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net sales

$       3,648

$       3,638

$       7,181

$       7,153

Cost of sales

2,927

2,998

5,783

5,874

Gross profit

721

640

1,398

1,279

Gross margin

19.8 %

17.6 %

19.5 %

17.9 %

Selling, general and administrative expenses

331

317

659

632

Restructuring expense

21

17

39

48

Other operating (income) expense, net

(1)

14

(6)

31

Impairment charges

—

3

—

42

Operating income

370

289

706

526

Equity in affiliates' earnings, net of tax

(10)

(8)

(16)

(18)

Unrealized gain on equity securities

(4)

(1)

(3)

(1)

Interest expense, net

10

12

21

24

Other postretirement expense

2

2

4

5

Earnings before income taxes and noncontrolling interest

372

284

700

516

Provision for income taxes

81

52

154

113

Net earnings

291

232

546

403

Net earnings attributable to noncontrolling interest

14

8

27

22

Net earnings attributable to BorgWarner Inc. 

$         277

$         224

$         519

$         381

Earnings per share attributable to BorgWarner Inc. — diluted

$        1.34

$        1.03

$        2.50

$        1.75

Weighted average shares outstanding:

Basic

203.0

216.3

204.2

216.7

Diluted

206.3

218.2

207.3

218.1

BorgWarner Inc.

Net Sales by Reportable Segment (Unaudited)

(in millions)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Turbos & Thermal Technologies

$         1,442

$         1,481

$         2,875

$         2,935

Drivetrain & Morse Systems

1,455

1,429

2,877

2,790

PowerDrive Systems

665

581

1,252

1,142

Battery Energy Systems

100

159

202

309

Inter-segment eliminations

(14)

(12)

(25)

(23)

Net sales

$         3,648

$         3,638

$         7,181

$         7,153

Segment Adjusted Operating Income (Loss) (Unaudited)

(in millions)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Turbos & Thermal Technologies

$           225

$           227

$           439

$           462

Drivetrain & Morse Systems

277

260

537

503

PowerDrive Systems

(29)

(33)

(65)

(76)

Battery Energy Systems

(2)

(12)

(4)

(34)

Segment Adjusted Operating Income

471

442

907

855

Corporate, including stock-based compensation

58

69

122

130

Restructuring expense

21

17

39

48

Intangible asset amortization expense

14

16

30

33

Accelerated depreciation

7

21

9

21

Adjustments associated with Spin-Off related balances

(1)

2

1

(1)

Impairment charges

—

3

—

42

Write-off of customer incentive asset

—

7

—

7

Costs to exit charging business

—

6

—

32

Chief Executive Officer ("CEO") transition compensation

—

6

—

6

Loss on sale of assets

—

5

—

5

Loss on sale of businesses

—

—

—

1

Merger and acquisition expense, net

—

—

(2)

2

Other non-comparable items

2

1

2

3

Equity in affiliates' earnings, net of tax

(10)

(8)

(16)

(18)

Unrealized gain on equity securities

(4)

(1)

(3)

(1)

Interest expense, net

10

12

21

24

Other postretirement expense

2

2

4

5

Earnings before income taxes and noncontrolling interest

$           372

$           284

$           700

$           516

Provision for income taxes

81

52

154

113

Net earnings

291

232

546

403

Net earnings attributable to noncontrolling interest

14

8

27

22

Net earnings attributable to BorgWarner Inc.

$           277

$           224

$           519

$           381

BorgWarner Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in millions)

June 30,
2026

December 31,
2025

ASSETS

Cash and cash equivalents

$         2,448

$         2,313

Receivables, net

3,056

2,962

Inventories

1,232

1,207

Prepayments and other current assets

352

313

Total current assets

7,088

6,795

Property, plant and equipment, net

3,220

3,330

Other non-current assets

3,626

3,644

Total assets

$       13,934

$       13,769

LIABILITIES AND EQUITY

Short-term debt

$              5

$              5

Accounts payable

2,138

1,996

Other current liabilities

1,190

1,281

Total current liabilities

3,333

3,282

Long-term debt

3,863

3,894

Other non-current liabilities:

940

979

Total liabilities

8,136

8,155

Total BorgWarner Inc. stockholders' equity

5,621

5,442

Noncontrolling interest

177

172

Total equity

5,798

5,614

Total liabilities and equity

$       13,934

$       13,769

BorgWarner Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in millions)

Six Months Ended June 30,

2026

2025

OPERATING ACTIVITIES

Net cash provided by operating activities

$           738

$           661

INVESTING ACTIVITIES

Capital expenditures, including tooling outlays

(239)

(196)

Customer advances related to capital expenditures

6

7

Proceeds from settlement of net investment hedges, net

9

8

Payments for investments in equity securities

(2)

—

Proceeds from the sale of business, net

—

7

Proceeds from asset disposals and other, net

1

16

Net cash used in investing activities

(225)

(158)

FINANCING ACTIVITIES

Payments of notes payable

—

(5)

Repayments of debt, including current portion

(3)

(403)

Payments for purchase of treasury stock

(250)

(108)

Payments for excise tax on purchase of treasury stock

(5)

—

Payments for stock-based compensation items

(28)

(18)

Payment for business acquired, net of cash acquired

(3)

—

Payments for contingent consideration

—

(4)

Dividends paid to BorgWarner stockholders

(69)

(48)

Dividends paid to noncontrolling stockholders

(10)

(20)

Net cash used in financing activities

(368)

(606)

Effect of exchange rate changes on cash

(10)

50

Net increase (decrease) in cash and cash equivalents

135

(53)

Cash and cash equivalents at beginning of year

2,313

2,094

Cash, cash equivalents and restricted cash at end of period

$         2,448

$         2,041

Supplemental Information (Unaudited)

(in millions)

Six Months Ended June 30,

2026

2025

Depreciation and tooling amortization

$           264

$           301

Intangible asset amortization

$             30

$             33

Non-GAAP Financial Measures
This press release contains information about the Company's financial results that is not presented in accordance with U.S. GAAP. Such non-GAAP financial measures are reconciled to their closest U.S. GAAP financial measures below and in the Financial Results table above. The provision of these comparable U.S. GAAP financial measures for 2026 is not intended to indicate that the Company is explicitly or implicitly providing projections on those U.S. GAAP financial measures and actual results for such measures are likely to vary from those presented. The reconciliations include all information reasonably available to the Company at the date of this press release and the adjustments that management can reasonably predict.

Management believes that these non-GAAP financial measures are useful to management, investors and banking institutions in their analyses of the Company's business and operating performance. Management also uses this information for operational planning and decision-making purposes.

Non-GAAP financial measures are not and should not be considered a substitute for any U.S. GAAP measure. Additionally, because not all companies use identical calculations, the non-GAAP financial measures as presented by the Company may not be comparable to similarly titled measures reported by other companies.

Adjusted Operating Income and Adjusted Operating Margin
The Company defines adjusted operating income as operating income adjusted to exclude the impact of restructuring expense, merger, acquisition and divestiture expense, intangible asset amortization expense, other net expenses, discontinued operations and other gains and losses not reflective of the Company's ongoing operations. Adjusted operating margin is defined as adjusted operating income divided by net sales.

Adjusted Net Earnings
The Company defines adjusted net earnings as net earnings attributable to the Company, adjusted to eliminate the impact of restructuring expense, merger, acquisition and divestiture expense, other net expenses, discontinued operations and other gains and losses not reflective of the Company's ongoing operations and related tax effects. The impact of intangible asset amortization expense continues to be included in adjusted net earnings.

Adjusted Earnings per Diluted Share
The Company defines adjusted earnings per diluted share as earnings per diluted share adjusted to eliminate the impact of restructuring expense, merger, acquisition and divestiture expense, other net expenses, discontinued operations and other gains and losses not reflective of the Company's ongoing operations and related tax effects. The impact of intangible asset amortization expense continues to be included in adjusted earnings per share.

Free Cash Flow
The Company defines free cash flow as net cash provided by operating activities minus capital expenditures, net of customer advances related to capital expenditures. The Company believes this measure is useful to both management and investors in evaluating the Company's ability to service and repay its debt.

Organic Net Sales Change
The Company defines organic net sales changes as net sales change year-over-year excluding the estimated impact of foreign exchange ("FX") and net mergers, acquisitions and divestitures.

Adjusted Operating Income and Adjusted Operating Margin (Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

2026

2025

2026

2025

Net sales

$      3,648

$      3,638

$       7,181

$       7,153

Operating income

$         370

$         289

$         706

$         526

Operating margin

10.1 %

7.9 %

9.8 %

7.4 %

Non-comparable items:

Restructuring expense

$           21

$           17

$           39

$           48

Intangible asset amortization expense

14

16

30

33

Accelerated depreciation

7

21

9

21

Adjustments associated with Spin-Off related balances

(1)

2

1

(1)

Impairment charges

—

3

—

42

Costs to exit charging business

—

6

—

32

Chief Executive Officer ("CEO") transition compensation

—

6

—

6

Write-off of customer incentive asset

—

7

—

7

Loss on sale of assets

—

5

—

5

Loss on sale of businesses

—

—

—

1

Merger and acquisition expense, net

—

—

(2)

2

Other non-comparable items

2

1

2

3

Adjusted operating income

$         413

$         373

$         785

$         725

Adjusted operating margin

11.3 %

10.3 %

10.9 %

10.1 %

Free Cash Flow Reconciliation (Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

2026

2025

2026

2025

Net cash provided by operating activities

$           586

$           579

$           738

$           661

Capital expenditures, including tooling outlays

(96)

(77)

(239)

(196)

Customer advances related to capital expenditures

2

5

6

7

Free cash flow

$           492

$           507

$           505

$           472

Second Quarter 2026 Organic Net Sales Change (Unaudited)

(in millions)

Q2 2025
Net Sales

FX

Organic
Net Sales
Change

Q2 2026
Net Sales

Organic
Net Sales
Change %

Turbos & Thermal Technologies

$  1,481

$      24

$    (63)

$   1,442

(4.3) %

Drivetrain & Morse Systems

1,429

11

15

1,455

1.0 %

PowerDrive Systems

581

16

68

665

11.7 %

Battery Energy Systems

159

3

(62)

100

(39.0) %

Inter-segment eliminations

(12)

—

(2)

(14)

16.7 %

Net sales

$  3,638

$      54

$    (44)

$  3,648

(1.2) %

Year to Date 2026 Organic Net Sales Change (Unaudited)

(in millions)

Q2 2025
YTD Net
Sales

FX

Organic
Net Sales
Change

Q2 2026
YTD Net
Sales

Organic
Net Sales
Change %

Turbos & Thermal Technologies

$  2,935

$    105

$  (165)

$  2,875

(5.6) %

Drivetrain & Morse Systems

2,790

60

27

2,877

1.0 %

PowerDrive Systems

1,142

47

63

1,252

5.5 %

Battery Energy Systems

309

9

(116)

202

(37.5) %

Inter-segment eliminations

(23)

—

(2)

(25)

8.7 %

Total

$  7,153

$    221

$  (193)

$  7,181

(2.7) %

Adjusted Operating Income and Adjusted Operating Margin Guidance Reconciliation (Unaudited)

Full Year 2026 Guidance

(in millions)

Low

High

Net sales

$     14,000

$     14,300

Operating income

$       1,343

$       1,398

Operating margin

9.6 %

9.8 %

Non-comparable items:

Restructuring expense

$           90

$         100

Intangible asset amortization

57

57

Accelerated depreciation

9

9

Adjustment associated with Spin-Off related balances

1

1

Merger and acquisition expense, net

(2)

(2)

Other non-comparable items

2

2

Adjusted operating income

$       1,500

$       1,565

Adjusted operating margin

10.7 %

10.9 %

Adjusted Earnings Per Diluted Share Guidance Reconciliation (Unaudited)

Full Year 2026 Guidance

Low

High

Earnings per Diluted Share

$          4.72

$          4.94

Non-comparable items:

Restructuring expense

$          0.30

$          0.33

Accelerated depreciation

0.03

0.03

Adjustment associated with Spin-Off related balances

0.01

0.01

Unrealized gain on equity securities

(0.01)

(0.01)

Merger and acquisition expense, net

(0.01)

(0.01)

Other non-comparable items

0.01

0.01

Adjusted Earnings per Diluted Share

$          5.05

$          5.30

Free Cash Flow Guidance Reconciliation (Unaudited)

Full Year 2026 Guidance

(in millions)

Low

High

Net cash provided by operating activities

$        1,600

$        1,700

Capital expenditures, including tooling outlays

(700)

(600)

Free cash flow

$           900

$        1,100

Full Year 2026 Organic Net Sales Change Guidance Reconciliation (Unaudited)

(in millions)

FY 2025 Net
Sales

FX

Battery
Energy
Systems
("BES")
Sales
Change

Organic Net
Sales
Change

FY 2026 Net
Sales

Organic Net
Sales
Change
Excluding
BES %

Organic Net
Sales
Change
Including
BES %

BorgWarner
LV
Weighted
Market %

Low

$  14,316

$      175

$    (250)

$    (241)

$  14,000

(1.7) %

(3.4) %

(3.0) %

High

$  14,316

$      175

$    (250)

$       59

$  14,300

0.4 %

(1.3) %

— %

Full Year 2026 Estimated Year-Over-Year Change in Production (Unaudited)

North America

Europe

China

Total

BorgWarner
Weighted Total

Light vehicle

(2.5)% to 1.5%

(2)% to 1%

(7)% to (4)%

(3)% to (1)%

(3)% to 0%

SOURCE BorgWarner

New eTurbo™ program expands BorgWarner's electrified boosting business with a major OEM New generation features remote power electronics for greater integration flexibility Delivers 20 kW of continuous electrical power and up to 30 kW peak, providing instant power and enabling energy recuperation , /PRNewswire/ -- BorgWarner has been awarded a new eTurbo™ program with a major European OEM for an advanced hybrid passenger car application, further strengthening BorgWarner's leading position in electrified boosting technologies. Production is scheduled to begin in 2029.

BorgWarner Secures New eTurbo™ Program with Major European OEM "This new award underlines the strength of our eTurbo™ technology and the trust our customers place in BorgWarner's electrified boosting solutions," said Dr. Volker Weng, President and General Manager, BorgWarner Turbos and Thermal Technologies. "By continuing to evolve our proven 400-volt eTurbo™ platform, we are helping our customers meet some of the industry's most demanding requirements for performance, efficiency and emissions compliance."

The BorgWarner eTurbo™ is an electrically assisted turbocharger that integrates a high-speed electric motor directly on the turbo shaft to actively drive the compressor. The system eliminates turbo lag, enables significantly faster boost pressure build-up, and delivers 20 kW of continuous electrical power and up to 30 kW peak for both performance enhancement and energy recuperation. Excess exhaust energy is converted into electrical energy and fed back into the vehicle's high-voltage system rather than being lost through a conventional wastegate.

The new program is based on a continuous evolution of BorgWarner's proven eTurbo™ platform currently in series production. A key new feature is the introduction of remote power electronics, which allow flexible positioning within the vehicle and engine compartment, supporting integration into the most challenging packaging environments. Designed for operating speeds of up to 145,000 rpm and exhaust gas temperatures above 1,000°C, the system combines advanced cooling strategies with high-performance silicon carbide based power electronics to ensure efficiency, durability and reliability under the most demanding operating conditions.

Beyond performance, the eTurbo™ plays an important role in helping automakers meet upcoming emissions regulations such as Euro 7 (EU7), Super Ultra-Low Emission Vehicle (SULEV), and China National 6b Emissions Standards (C6b) by eliminating fuel enrichment at high load, reducing exhaust backpressure and converting otherwise lost exhaust energy into usable electrical power. With proven series production and extensive field experience, BorgWarner remains the only supplier offering a 400-volt eTurbo™ in series.

About BorgWarner
For more than 130 years, BorgWarner has been a transformative global product leader bringing successful mobility innovation to market. With a focus on sustainability, we're helping to build a cleaner, healthier, safer future for all. 

Forward-Looking Statements: This press release contains 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 and similar expressions are intended to identify such forward-looking statements. Further, all statements, other than statements of historical fact contained or incorporated by reference in this press release that we expect or anticipate will or may occur in the future regarding our business strategy, competitive strengths, goals, expansion and growth of our business and operations, 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 and expected future developments, as well as other factors we believe are appropriate under the circumstances. Forward-looking statements are not guarantees of performance, and the 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 press release. Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. These risks and uncertainties, among others, include: the possibility that our turbocharging technology will not achieve their intended benefits; the supply disruptions impacting us or our customers, commodity availability and pricing; conditions in the automotive industry; competitive challenges from existing and new competitors, including original equipment manufacturer ("OEM") customers; the challenges associated with rapidly changing technologies, including artificial intelligence, and our ability to innovate in response; potential future changes in laws and regulations, including, by way of example, taxes and tariffs, in the countries in which we operate; potential disruptions in the global economy caused by wars or other geopolitical conflicts; our dependence on automotive and truck production, which is highly cyclical and subject to disruptions; our reliance 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; the uncertainty of the global economic environment; the uncertainty surrounding global trade policies, including tariffs and export restrictions, and their impacts on the Company, its customers and its suppliers; the outcome of existing or any future legal proceedings, including litigation with respect to various claims, or governmental investigations, including related litigations; impacts from any potential future acquisition or disposition transactions; and the other risks discussed in reports that we file with the Securities and Exchange Commission, including in 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 forward-looking statements in this release to reflect any change in our expectations or any change in events, conditions, circumstances, or assumptions underlying the statements.

SOURCE BorgWarner

California Public Employees Retirement System increased its position in shares of BorgWarner Inc. (NYSE:BWA – Free Report) by 12.4% during the 1st quarter, according to the company in its most recent 13F filing with the Securities and Exchange Commission. The institutional investor owned 532,927 shares of the auto parts company’s stock after acquiring an additional 58,960 shares during the period. California Public Employees Retirement System owned about 0.26% of BorgWarner worth $28,917,000 at the end of the most recent quarter.

Other hedge funds and other institutional investors also recently bought and sold shares of the company. Dimensional Fund Advisors LP increased its stake in BorgWarner by 1.5% during the fourth quarter. Dimensional Fund Advisors LP now owns 11,961,482 shares of the auto parts company’s stock worth $538,996,000 after purchasing an additional 178,853 shares during the period. AQR Capital Management LLC boosted its stake in shares of BorgWarner by 22.7% in the fourth quarter. AQR Capital Management LLC now owns 9,222,352 shares of the auto parts company’s stock valued at $415,559,000 after purchasing an additional 1,703,576 shares during the period. State Street Corp grew its holdings in shares of BorgWarner by 5.3% in the second quarter. State Street Corp now owns 7,633,760 shares of the auto parts company’s stock valued at $255,578,000 after purchasing an additional 380,942 shares in the last quarter. LSV Asset Management increased its stake in BorgWarner by 6.7% during the 4th quarter. LSV Asset Management now owns 6,446,541 shares of the auto parts company’s stock worth $290,481,000 after buying an additional 402,887 shares during the period. Finally, Geode Capital Management LLC increased its stake in BorgWarner by 10.9% during the 4th quarter. Geode Capital Management LLC now owns 4,297,717 shares of the auto parts company’s stock worth $193,695,000 after buying an additional 423,933 shares during the period. 95.67% of the stock is currently owned by hedge funds and other institutional investors.

Insiders Place Their Bets In other news, VP Isabelle Mckenzie sold 3,500 shares of the stock in a transaction dated Tuesday, May 12th. The stock was sold at an average price of $63.35, for a total value of $221,725.00. Following the transaction, the vice president owned 57,828 shares in the company, valued at approximately $3,663,403.80. This represents a 5.71% decrease in their position. The transaction was disclosed in a legal filing with the SEC, which can be accessed through this link. Also, EVP Tania Wingfield sold 5,000 shares of the firm’s stock in a transaction dated Monday, May 11th. The stock was sold at an average price of $63.24, for a total value of $316,200.00. Following the sale, the executive vice president directly owned 35,365 shares in the company, valued at $2,236,482.60. This trade represents a 12.39% decrease in their position. The disclosure for this sale is available in the SEC filing. In the last 90 days, insiders sold 67,500 shares of company stock valued at $4,310,115. 0.76% of the stock is owned by insiders.

BorgWarner Trading Up 3.2% Shares of NYSE:BWA opened at $63.60 on Wednesday. BorgWarner Inc. has a 52 week low of $34.27 and a 52 week high of $78.82. The company’s 50 day moving average is $68.03 and its two-hundred day moving average is $58.69. The company has a market cap of $13.05 billion, a PE ratio of 37.63, a P/E/G ratio of 1.32 and a beta of 1.09. The company has a current ratio of 2.13, a quick ratio of 1.75 and a debt-to-equity ratio of 0.69.

BorgWarner (NYSE:BWA – Get Free Report) last released its quarterly earnings data on Wednesday, May 6th. The auto parts company reported $1.24 earnings per share (EPS) for the quarter, topping the consensus estimate of $1.16 by $0.08. The business had revenue of $3.53 billion during the quarter, compared to analysts’ expectations of $3.50 billion. BorgWarner had a net margin of 2.53% and a return on equity of 18.36%. The company’s revenue for the quarter was up .5% on a year-over-year basis. During the same period in the previous year, the company earned $1.11 EPS. BorgWarner has set its FY 2026 guidance at 5.000-5.200 EPS. Equities analysts predict that BorgWarner Inc. will post 5.16 earnings per share for the current fiscal year.

BorgWarner Announces Dividend The firm also recently disclosed a quarterly dividend, which was paid on Monday, June 15th. Stockholders of record on Monday, June 1st were given a dividend of $0.17 per share. This represents a $0.68 annualized dividend and a dividend yield of 1.1%. The ex-dividend date of this dividend was Monday, June 1st. BorgWarner’s dividend payout ratio is currently 40.24%.

Analysts Set New Price Targets Several research firms have commented on BWA. Morgan Stanley boosted their price target on shares of BorgWarner from $60.00 to $67.00 and gave the stock an “equal weight” rating in a research note on Wednesday, May 27th. Wolfe Research reiterated an “outperform” rating and issued a $95.00 price objective on shares of BorgWarner in a research note on Wednesday, June 3rd. TD Cowen lifted their target price on BorgWarner from $66.00 to $67.00 and gave the company a “hold” rating in a report on Thursday, May 7th. UBS Group raised BorgWarner from a “neutral” rating to a “buy” rating and boosted their target price for the stock from $61.00 to $95.00 in a research note on Wednesday, June 10th. Finally, Barclays upped their price target on BorgWarner from $75.00 to $83.00 and gave the stock an “overweight” rating in a report on Thursday, July 9th. Nine research analysts have rated the stock with a Buy rating and six have issued a Hold rating to the company. According to data from MarketBeat.com, the company presently has a consensus rating of “Moderate Buy” and a consensus target price of $74.57.

View Our Latest Analysis on BWA

BorgWarner Profile (Free Report)

BorgWarner Inc is a global automotive supplier specializing in propulsion and drivetrain solutions for combustion, hybrid and electric vehicles. The company’s product portfolio includes turbochargers, thermal management systems, transmission components, e-Propulsion modules and advanced fuel-efficiency technologies. BorgWarner serves original equipment manufacturers (OEMs) across passenger cars, light trucks and commercial vehicles, supporting both legacy internal-combustion engines and emerging electrification trends.

Founded in 1928 through the merger of several driveline companies, BorgWarner has grown through strategic acquisitions and continuous investment in research and development.

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