10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2026

OR

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Commission file number: 1-12162

BORGWARNER INC.

________________________________________________

(Exact name of registrant as specified in its charter)

Delaware			13-3404508
(State or other jurisdiction of			(I.R.S. Employer
Incorporation or organization)			Identification No.)
3850 Hamlin Road,	Auburn Hills,	Michigan	48326
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (248) 754-9200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BWA	New York Stock Exchange
1.00% Senior Notes due 2031	BWA31	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        Yes ☑  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).                        Yes ☑  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☑

As of May 1, 2026, the registrant had 205,114,941 shares of voting common stock outstanding.

BORGWARNER INC.

FORM 10-Q

THREE MONTHS ENDED March 31, 2026

INDEX

	Page No.
PART I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (Unaudited)	1
Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited)	2
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025 (Unaudited)	3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)	4
Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3. Quantitative and Qualitative Disclosures About Market Risk	44
Item 4. Controls and Procedures	45
PART II. Other Information
Item 1. Legal Proceedings	46
Item 1A. Risk Factors	46
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	46
Item 5. Other Information	47
Item 6. Exhibits	47
SIGNATURES	48

CAUTIONARY STATEMENTS FOR FORWARD-LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q (this “Form 10-Q” or “report”) (including Management’s Discussion and Analysis of Financial Condition and Results of Operations) may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act (the “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 Form 10-Q, 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 to operations, competitive strengths, goals, expansion and growth of our business and operations, plans, references to future success 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“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 Form 10-Q. 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 the 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. 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 Form 10-Q to reflect any change in our

expectations or any change in events, conditions, circumstances, or assumptions underlying the statements.

This section and the discussions contained in Item 1A, “Risk Factors,” and in Item 7, subheading “Critical Accounting Policies and Estimates,” in our most recently-filed Form 10-K are intended to provide meaningful cautionary statements for purposes of the safe harbor provisions of the Act. Additional risks and uncertainties, including without limitation those not currently known to us or that we currently believe are immaterial, also may impair our business, operations, liquidity, financial condition and prospects.

Use of Non-GAAP Financial Measures

In addition to results presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), this report may include non-GAAP financial measures. The Company believes that these non-GAAP financial measures provide additional information that is useful to investors in understanding the underlying performance and trends of the Company. Readers should be aware that non-GAAP financial measures have inherent limitations and should be cautious with respect to the use of such measures. To compensate for these limitations, we use non-GAAP measures as comparative tools, together with GAAP measures, to assist in the evaluation of our operating performance or financial condition. We calculate these measures using the appropriate GAAP components in their entirety and compute them in a manner intended to facilitate consistent period-to-period comparisons. The Company’s method of calculating these non-GAAP measures may differ from methods used by other companies. These non-GAAP measures should not be considered in isolation or as a substitute for those financial measures prepared in accordance with GAAP. Where non-GAAP financial measures are used, the most directly comparable GAAP financial measure, as well as the reconciliation to the most directly comparable GAAP financial measure, can be found in this report.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions)	March 31, 2026		December 31, 2025
ASSETS
Cash and cash equivalents	$	2,110	$	2,313
Receivables, net	3,088		2,962
Inventories	1,200		1,207
Prepayments and other current assets	344		313
Total current assets	6,742		6,795
Property, plant and equipment, net	3,259		3,330
Investments and long-term receivables	343		357
Goodwill	2,043		2,055
Other intangible assets, net	377		394
Other non-current assets	889		838
Total assets	$	13,653	$	13,769
LIABILITIES AND EQUITY
Short-term debt	$	5	$	5
Accounts payable	2,058		1,996
Other current liabilities	1,102		1,281
Total current liabilities	3,165		3,282
Long-term debt	3,876		3,894
Retirement-related liabilities	124		128
Other non-current liabilities	846		851
Total liabilities	8,011		8,155
Commitments and contingencies
Common stock	3		3
Capital in excess of par value	2,625		2,676
Retained earnings	6,777		6,570
Accumulated other comprehensive loss	(799)		(799)
Common stock held in treasury, at cost	(3,127)		(3,008)
Total BorgWarner Inc. stockholders’ equity	5,479		5,442
Noncontrolling interest	163		172
Total equity	5,642		5,614
Total liabilities and equity	$	13,653	$	13,769

See accompanying Notes to Condensed Consolidated Financial Statements.

1

BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended March 31,
(in millions, except per share amounts)	2026		2025
Net sales	$	3,533	$	3,515
Cost of sales	2,856		2,876
Gross profit	677		639
Selling, general and administrative expenses	328		315
Restructuring expense	18		31
Other operating (income) expense, net	(5)		17
Impairment charges	—		39
Operating income	336		237
Equity in affiliates’ earnings, net of tax	(6)		(10)
Unrealized loss on equity securities	1		—
Interest expense, net	11		12
Other postretirement expense	2		3
Earnings before income taxes and noncontrolling interest	328		232
Provision for income taxes	73		61
Net earnings	255		171
Net earnings attributable to noncontrolling interest	13		14
Net earnings attributable to BorgWarner Inc.	$	242	$	157
Earnings per share attributable to BorgWarner Inc. — basic	$	1.18	$	0.72
Earnings per share attributable to BorgWarner Inc. — diluted	$	1.16	$	0.72
Weighted average shares outstanding:
Basic	205.3		217.2
Diluted	208.3		218.1

See accompanying Notes to Condensed Consolidated Financial Statements.

2

BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended March 31,
(in millions)	2026		2025
Net earnings attributable to BorgWarner Inc.	$	242	$	157
Other comprehensive income
Foreign currency translation adjustments	(8)		59
Cash flow hedges1	5		3
Postretirement defined benefit plans1	3		(3)
Total other comprehensive income attributable to BorgWarner Inc.	—		59
Comprehensive income attributable to BorgWarner Inc.1	242		216
Net earnings attributable to noncontrolling interest	13		14
Other comprehensive (loss) income attributable to noncontrolling interest1	(1)		1
Comprehensive income	$	254	$	231

____________________________________

1    Net of income taxes.

See accompanying Notes to Condensed Consolidated Financial Statements.

3

BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended March 31,
(in millions)	2026		2025
OPERATING ACTIVITIES
Net cash provided by operating activities (see Note 23)	$	152	$	82
INVESTING ACTIVITIES
Capital expenditures, including tooling outlays	(143)		(119)
Customer advances related to capital expenditures	4		2
Proceeds from settlement of net investment hedges, net	9		12
Proceeds from asset disposals and other, net	—		11
Net cash used in investing activities	(130)		(94)
FINANCING ACTIVITIES
Payments of notes payable	—		(5)
Repayments of debt, including current portion	(2)		(346)
Payments for purchase of treasury stock	(150)		—
Payments for stock-based compensation items	(28)		(18)
Payment for business acquired, net of cash acquired	(3)		—
Dividends paid to BorgWarner stockholders	(35)		(24)
Dividends paid to noncontrolling stockholders	—		(4)
Net cash used in financing activities	(218)		(397)
Effect of exchange rate changes on cash	(7)		22
Net decrease in cash, cash equivalents and restricted cash	(203)		(387)
Cash and cash equivalents at beginning of year	2,313		2,094
Cash, cash equivalents and restricted cash at end of period	$	2,110	$	1,707

See accompanying Notes to Condensed Consolidated Financial Statements.

4

BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements of BorgWarner Inc. and Consolidated Subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of financial position, results of operations and cash flow activity required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments necessary for a fair statement of results have been included. Certain prior period amounts have been reclassified to conform to the current period presentation. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The balance sheet as of December 31, 2025 was derived from the audited financial statements as of that date. For further information, refer to the Consolidated Financial Statements and Footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and accompanying notes, as well as the amounts of revenues and expenses reported during the periods covered by those financial statements and accompanying notes. Actual results could differ from these estimates.

NOTE 2 NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Standards

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Updates (“ASU”) No. 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The standard provides entities with a practical expedient and accounting policy election when estimating expected credit losses on current accounts receivable and current contract assets arising from transactions under FASB Accounting Standards Codification Topic 606, “Revenue From Contracts With Customers”, including assets acquired in business combinations. This guidance is effective for annual reporting periods beginning after December 15, 2025 including interim reporting periods within those annual reporting periods. The Company adopted this guidance prospectively and elected to apply the practical expedient for current accounts receivable and current contract assets. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements for the three months ended March 31, 2026.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” It requires entities to disclose, in the notes to financial statements, specified information related to certain costs and expenses disaggregated by type. The standard improves transparency by providing more detailed information about the components of costs and expenses that would enable investors to better understand the major components of an entity’s income statement by referencing specific disclosures in the notes to financial statements. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within fiscal years beginning after

5

December 15, 2027. The Company does not expect this guidance to have a material impact on its Consolidated Financial Statements other than related incremental disclosures.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal Use Software.” The standard modernizes and simplifies guidance for internal-use software costs. This guidance is effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual reporting periods. The Company is evaluating the impact of this guidance on its Consolidated Financial Statements.

In December 2025, the FASB issued ASU No. 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities.” The standard provides comprehensive recognition, measurement, and presentation guidance for monetary and tangible non-monetary government grants received by business entities. This guidance is effective for annual reporting periods beginning after December 15, 2028, including interim reporting periods within those annual reporting periods. The Company is evaluating the impact of this guidance on its Consolidated Financial Statements.

In December 2025, the FASB issued ASU No. 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” The standard clarifies the application of interim reporting guidance and reorganizes existing disclosures. This guidance is effective for interim reporting periods beginning after December 15, 2027. The Company does not expect this guidance to have a material impact on its Consolidated Financial Statements.

NOTE 3 ACQUISITIONS AND DISPOSITIONS

Acquisitions

In accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations,” acquisitions are recorded using the acquisition method of accounting. The Company recognizes and measures the acquisition date fair value of the identifiable assets acquired, liabilities assumed and any non-controlling interest using a range of methodologies as indicated by generally accepted valuation practices. Various valuation techniques are used to determine the fair value of intangible assets, with the primary techniques being forms of the income approach, specifically the relief-from-royalty and multi-period excess earnings valuation methods. Under these valuation approaches, the Company is required to make estimates and assumptions from a market participant perspective and may include revenue growth rates, estimated earnings, royalty rates, obsolescence factors, contributory asset charges, customer attrition and discount rates.

Due to the insignificant size of the Company’s 2023 and 2022 acquisitions, both individually and in the aggregate, relative to the Company, supplemental pro forma financial information for the current and prior reporting periods is not provided.

Hubei Surpass Sun Electric Charging Business

On March 1, 2023, the Company completed its acquisition of 100% of the electric vehicle solution, smart grid and smart energy businesses (“SSE”) of Hubei Surpass Sun Electric, pursuant to an Equity Transfer Agreement. The acquisition was expected to complement the Company’s existing European and North American charging footprint by adding a presence in China. The total consideration was ¥288 million ($42 million), including ¥268 million ($39 million) of base purchase price and ¥19 million ($3 million) of estimated earn-out payments. The Company paid ¥217 million ($31 million) of base purchase price during the year ended December 31, 2023 and ¥25 million ($4 million) during the year ended December 31, 2024. During the year ended December 31, 2025, the Company recorded a post-closing adjustment

6

of ¥6 million ($1 million) following the review of final closing payment details. The remaining ¥20 million ($3 million) of base purchase price was recorded in Other current liabilities in the Company’s Condensed Consolidated Balance Sheet as of December 31, 2025. In January 2026, the negotiations of the remaining ¥20 million ($3 million) of base purchase price were completed, and the Company made the final payment. In accordance with ASC Topic 230, the payment made in 2026 was classified as financing activities in the Company’s Condensed Consolidated Statement of Cash Flows, as it occurred more than three months after the acquisition closing date.

As described further below, in February 2025, the Company made the decision to exit its charging business within the reportable segment formerly called Battery & Charging Systems, which included SSE. In the first quarter of 2026, as a result of the aforementioned disposition, this reportable segment was renamed Battery Energy Systems. The name change reflects the segment’s revised focus after the divestiture. The change did not impact the composition of the segment or require recasting of prior period segment results. Prior periods continue to be presented as previously reported.

Drivetek AG

On December 1, 2022, the Company completed its acquisition of 100% of Drivetek AG (“Drivetek”), an engineering and product development company located in Switzerland. This acquisition strengthened the Company’s power electronics capabilities in auxiliary inverters, which has helped to accelerate the growth of the Company’s High Voltage eFan business. The total consideration was ₣37 million ($39 million), including ₣27 million ($29 million) of base purchase price and ₣10 million ($10 million) of estimated earn-out payments. The Company paid ₣27 million ($29 million) of base purchase price at closing. The Company’s obligation to remit up to ₣10 million ($10 million) of earn-out payments, over the three years following closing, is contingent upon achievement of estimated future sales targets associated with newly awarded business and future turnover rate targets. During the year ended December 31, 2025, the Company paid ₣2 million ($2 million) of earn-out-related amounts. During the three months ended March 31, 2026, the Company recorded a post-closing adjustment of ₣2 million ($2 million) reducing the remaining obligation to ₣1 million ($1 million) following the review of final closing payment details. In accordance with ASC Topic 805, the change in estimate was recorded in Other operating (income) expense, net in the Company’s Condensed Consolidated Statements of Operations. The remaining balance was included in Other current liabilities in the Company’s Condensed Consolidated Balance Sheet and is payable before June 30, 2026.

Dispositions

Exit of Charging Business

In February 2025, the Company decided to exit its charging business within the Battery Energy Systems reportable segment. This decision was made following the Company’s continuing evaluation of its product portfolio and future investments.

The majority of the charging business related to the SSE business, which was marketed for sale and met the criteria to be reported as held-for-sale as of March 31, 2025. During the three months ended March 31, 2025, the Company recorded a charge of $19 million related to the estimated loss on the sale of the SSE business. The Company’s exit of its charging business did not meet the criteria for presentation as a discontinued operation.

7

During the three months ended March 31, 2025, the Company recorded charges of $26 million related to the exit of its charging business within the Battery Energy Systems reportable segment. These charges include the previously mentioned $19 million estimated loss on the sale of the SSE business, which was recorded in Other operating expense, net, and the write off of $7 million of inventory, which was recorded in Cost of sales in the Condensed Consolidated Statements of Operations. In addition, the Company recorded charges totaling $39 million during the three months ended March 31, 2025, which included impairments of intangible assets, goodwill and fixed assets of $22 million, $13 million and $4 million, respectively. Refer to Note 11, “Goodwill and Other Intangibles,” to the Condensed Consolidated Financial Statements for more information.

PHINIA, Inc.

On July 3, 2023, BorgWarner completed the spin-off (“Spin-Off”) of its Fuel Systems and Aftermarket segments in a transaction intended to qualify as tax free to the Company’s stockholders for U.S. federal income tax purposes, which was accomplished by the distribution of 100% of the outstanding common stock of PHINIA, Inc. (“PHINIA”) to holders of record of common stock of the Company on a pro-rata basis.

In connection with the Spin-Off, the Company entered into several agreements with PHINIA on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with PHINIA after the Spin-Off, including a separation and distribution agreement, an employee matters agreement, a tax matters agreement, an intellectual property cross-license agreement and a transition services agreement through which the Company and PHINIA continued to provide certain services to each other following the Spin-Off. In December 2024, the Company and PHINIA executed an amendment to the original transition services agreement to extend certain engineering services until September 30, 2025. The transition services agreement expired and all related services ended on September 30, 2025. On October 15, 2025, the Company entered into a settlement agreement with PHINIA, and in connection with the settlement agreement, the Company and PHINIA also entered into an amended and restated tax matters agreement that, among other things, limits the Company’s responsibility to certain defined tax obligations.

Refer to Note 20, “Contingencies” to the Condensed Consolidated Financial Statements for more information.

NOTE 4 REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company manufactures and sells products, primarily to OEMs of light vehicles and, to a lesser extent, to other OEMs of commercial vehicles and off-highway vehicles, to certain tier one vehicle systems suppliers and into the aftermarket. The Company’s payment terms are based on customary business practices and vary by customer type and products offered. The Company has evaluated the terms of its arrangements and determined that they do not contain significant financing components.

Generally, revenue is recognized upon shipment or delivery; however, a limited number of the Company’s customer arrangements for its highly customized products with no alternative use provide the Company with the right to payment during the production process. As a result, for these limited arrangements, revenue is recognized as goods are produced and control transfers to the customer using the input cost-to-cost method. The Company recorded a contract asset of $15 million at both March 31, 2026 and December 31, 2025, for these arrangements. These amounts are reflected in Prepayments and other current assets in the Company’s Condensed Consolidated Balance Sheets.

In limited instances, certain customers have provided payments in advance of receiving related products, typically at the onset of an arrangement prior to the beginning of production. As of March 31, 2026, these

8

contract liabilities are reflected as Other current liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets and were $1 million and $2 million, respectively. As of December 31, 2025, Other current liabilities and Other non-current liabilities were each $1 million. These amounts are reflected as revenue over the term of the arrangement (typically three to seven years) as the underlying products are shipped and represent the Company’s remaining performance obligations as of the end of the period.

The Company continually seeks business development opportunities and, at times, provides customer incentives for new program awards. When the Company determines that the payments are incremental and incurred only if the new business is obtained and expects to recover these amounts from the customer over the term of the new business arrangement, the Company capitalizes these amounts. As of March 31, 2026 and December 31, 2025, the Company recorded customer incentive payments of $13 million and $7 million, respectively, in Prepayments and other current assets, and $31 million and $22 million, respectively, in Other non-current assets on the Condensed Consolidated Balance Sheets. The Company evaluates the amounts capitalized each period end for recoverability and writes off any amounts that are no longer expected to be recovered over the term of the business arrangement.

The Company’s products can be disaggregated by two types: eProducts and Foundational products. eProducts include all products utilized on or for electric vehicles (“EVs”) plus those same products and components that are included in hybrid powertrains whose underlying technologies are adaptable or applicable to those used in or for EVs. Foundational products include all products utilized on internal combustion engines plus those same products and components that are also included in hybrid powertrains. The following table represents a disaggregation of revenue from contracts with customers by Foundational products and eProducts for the three months ended March 31, 2026 and 2025.

	Three Months Ended March 31,
(in millions)	2026		2025
Foundational products	$	2,936	$	2,878
eProducts	597		637
Total	$	3,533	$	3,515

9

The following tables represent a disaggregation of revenue from contracts with customers by reportable segment and region. Refer to Note 22, “Reportable Segments,” to the Condensed Consolidated Financial Statements for more information.

	Three Months Ended March 31, 2026
(in millions)	Turbos & Thermal Technologies		Drivetrain & Morse Systems		PowerDrive Systems		Battery Energy Systems		Total
North America	$	344	$	543	$	80	$	44	$	1,011
Europe	719		353		219		50		1,341
Asia	303		522		282		—		1,107
Other	66		—		—		8		74
Total	$	1,432	$	1,418	$	581	$	102	$	3,533
	Three Months Ended March 31, 2025
(in millions)	Turbos & Thermal Technologies		Drivetrain & Morse Systems		PowerDrive Systems		Battery Energy Systems		Total
North America	$	352	$	487	$	83	$	47	$	969
Europe	737		325		159		96		1,317
Asia	302		544		313		2		1,161
Other	63		—		—		5		68
Total	$	1,454	$	1,356	$	555	$	150	$	3,515

NOTE 5 RESTRUCTURING

The Company undertakes restructuring activities, as necessary, to execute management’s strategy and streamline operations, consolidate and take advantage of available capacity and resources and ultimately achieve net cost reductions. Restructuring activities include efforts to integrate and rationalize the Company’s business and to relocate operations to best-cost locations.

The Company’s restructuring expenses consist primarily of employee termination benefits (principally severance and/or termination benefits) and other costs, which are primarily professional fees and costs related to facility closures and exits.

The following tables display the Company’s restructuring expense by reportable segment:

	Three Months Ended March 31, 2026
(in millions)	Turbos & Thermal Technologies		Drivetrain & Morse Systems		PowerDrive Systems		Battery Energy Systems		Corporate		Total
Employee termination benefits	$	6	$	1	$	—	$	4	$	2	$	13
Other	3		3		(1)		—		—		5
Total restructuring expense	$	9	$	4	$	(1)	$	4	$	2	$	18
	Three Months Ended March 31, 2025
(in millions)	Turbos & Thermal Technologies		Drivetrain & Morse Systems		PowerDrive Systems		Battery Energy Systems		Corporate		Total
Employee termination benefits	$	5	$	—	$	8	$	6	$	1	$	20
Other	2		1		8		—		—		11
Total restructuring expense	$	7	$	1	$	16	$	6	$	1	$	31

10

The following table displays rollforwards of the restructuring liability recorded within the Company’s Condensed Consolidated Balance Sheets and the related cash flow activity:

(in millions)	Employee Termination Benefits		Other		Total
Balance at January 1, 2026	$	42	$	12	$	54
Restructuring expense, net	13		5		18
Cash payments	(17)		(7)		(24)
Foreign currency translation adjustment and other	—		—		—
Balance at March 31, 2026	38		10		48
Less: Non-current restructuring liability	4		—		4
Current restructuring liability at March 31, 2026	$	34	$	10	$	44

2024 Structural Cost Plan In June 2024, the Company approved an approximately $75 million restructuring plan to address the cost structure in its PowerDrive Systems reportable segment due to electric vehicle adoption volatility across different regions, which could include realignment of the segment’s manufacturing footprint. During the three months ended March 31, 2026, the Company recorded a revision of previous estimates of $1 million and during the three months ended March 31, 2025, the Company recorded $16 million of restructuring costs related to this plan. Cumulatively, the Company has incurred $43 million of restructuring charges related to this plan.

2023 Structural Cost Plan In 2023, the Company announced a $130 million to $150 million restructuring plan to address structural costs primarily in its Foundational products businesses. During the three months ended March 31, 2025, the Company recorded $8 million, of restructuring costs related to this plan. Cumulatively, the Company incurred $148 million of restructuring charges related to this plan. The actions under this plan are complete.

During the three months ended March 31, 2026 and 2025, the Company recorded $19 million and $7 million, respectively, of restructuring costs for individually approved restructuring actions, as more fully described below.

Except for the described above, there have been no changes in previously initiated plans that have resulted (or are expected to result) in a material change to the Company’s restructuring costs.

The following provides details of restructuring expense incurred by the Company’s reportable segments during the three months ended March 31, 2026 and 2025, related to the plans discussed above:

Turbos & Thermal Technologies

2023 Structural Cost Plan

•During the three months ended March 31, 2025, the segment recorded $7 million of restructuring costs under this plan. These costs primarily related to $5 million of employee termination benefits and $2 million of professional fees for facilities in Europe and China.

Other Actions

•During the three months ended March 31, 2026, the segment recorded $9 million of restructuring costs for individually approved restructuring actions. These costs primarily related to $6 million of employee termination benefits and $3 million of contractual settlement expense for facilities in Europe and China.

Drivetrain & Morse Systems

11

Other Actions

•During the three months ended March 31, 2026, the segment recorded $4 million of restructuring costs for individually approved restructuring actions. These costs primarily related to $1 million of employee termination benefits and $3 million of equipment relocation costs for a facility in the U.S.

PowerDrive Systems

2024 Structural Cost Plan

•During the three months ended March 31, 2025, the segment recorded $16 million of restructuring costs under this plan. These costs primarily related to $8 million of employee termination benefits and $7 million of equipment relocation costs and professional fees for facilities in the U.S., Asia and Europe.

Battery Energy Systems

Other Actions

•During the three months ended March 31, 2026, the segment recorded $4 million of individually approved restructuring costs. These costs primarily related to employee termination benefits associated with an overhead cost reduction initiative in Europe.

•During the three months ended March 31, 2025, the segment recorded $6 million of individually approved restructuring costs. These costs primarily related to employee termination benefits for facilities in the U.S. and China, including the consolidation of the Company’s North American battery systems business footprint and the exit of its charging business. Refer to Note 3, “Acquisitions and Dispositions” for more information.

Corporate

Other Actions

•During the three months ended March 31, 2026, the segment recorded $2 million of individually approved restructuring costs. These costs primarily related to employee termination benefits associated with a global overhead cost reduction initiative.

Estimates of restructuring expense are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring expenses, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established accruals.

The Company continues to evaluate different options across its operations to reduce existing structural costs over the next few years. The Company will recognize restructuring expense associated with any future actions at the time they are approved and become probable or are incurred. Any future actions could result in significant restructuring expense.

NOTE 6 RESEARCH AND DEVELOPMENT COSTS

The Company’s net Research & Development (“R&D”) expenditures are included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. Customer reimbursements are netted against gross R&D expenditures as they are considered a recovery of cost. Customer reimbursements for prototypes are recorded net of prototype costs based on customer contracts, typically either when the prototype is shipped or when it is accepted by the customer. Customer reimbursements for engineering services are recorded when performance obligations are satisfied in accordance with the contract. Financial risks and rewards transfer upon shipment, acceptance of a prototype component by the customer or upon completion of the performance obligation, as stated in

12

the respective customer agreement. The Company has contracts with several customers for R&D activities performed at its various R&D locations.

The following table presents the Company’s gross and net expenditures on R&D activities:

	Three Months Ended March 31,
(in millions)	2026		2025
Gross R&D expenditures	$	188	$	196
Customer reimbursements	(11)		(14)
Net R&D expenditures	$	177	$	182

NOTE 7 OTHER OPERATING (INCOME) EXPENSE, NET

Items included in Other operating expense, net consist of:

	Three Months Ended March 31,
(in millions)	2026		2025
Adjustments associated with Spin-Off related balances	$	2	$	(3)
Costs to exit charging business	—		19
Loss on sale of businesses	—		1
Merger and acquisition expense, net	(2)		2
Other income, net	(5)		(2)
Other operating (income) expense, net	$	(5)	$	17

Adjustments associated with Spin-Off related balances: During the three months ended March 31, 2026 and 2025, the Company recorded expense of $2 million and income of $3 million, respectively, primarily for adjustments related to the contract manufacturing agreement with PHINIA and adjustments to net amounts owed to the Company related to the tax matters agreement between the Company and PHINIA.

Merger and acquisition expense, net: During the three months ended March 31, 2026, the Company recorded merger and acquisition income of $2 million, primarily related to a revision of the Company’s expected earn-out related to the Drivetek acquisition. Refer to Note 3, “Acquisitions and Dispositions,” to the Condensed Consolidated Financial Statements for more information. During the three months ended March 31, 2025, the Company recorded merger and acquisition expense of $2 million, primarily related to professional fees associated with specific acquisition initiatives.

Costs to exit charging business: During the three months ended March 31, 2025, the Company recorded charges of $19 million related to the exit of its charging business within its Battery Energy Systems reportable segment. Refer to Note 3, “Acquisitions and Dispositions,” and Note 11, “Goodwill and Other Intangibles,” to the Condensed Consolidated Financial Statements for more information.

NOTE 8 INCOME TAXES

The Company’s provision for income taxes is based upon an estimated annual tax rate for the year applied to federal, state and foreign income. On a quarterly basis, the annual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter.

The Company’s effective tax rate for the three months ended March 31, 2026 and 2025, was 22% and 26%, respectively. During the three months ended March 31, 2026, the Company’s effective tax rate did not differ materially from the estimated annual effective tax rate. During the three months ended March 31, 2025, the Company recorded a discrete tax expense of $4 million related to net changes to valuation

13

allowances, a discrete tax benefit of $3 million related to the exit of the charging business and a discrete tax expense of $2 million related to various changes in filing positions for prior years.

The Company’s annual effective tax rates differ from the U.S. statutory rate primarily due to foreign rates that vary from those in the U.S., jurisdictions with pretax losses for which no tax benefit could be realized, U.S. taxes on foreign earnings, the realization of certain business tax credits (including foreign tax credits) and permanent differences between book and tax treatment for certain items (including the Foreign-Derived Intangible Income deduction and the enhanced deduction of research and development expenses in certain jurisdictions).

NOTE 9 INVENTORIES

A summary of Inventories is presented below:

	March 31,		December 31,
(in millions)	2026		2025
Raw material and supplies	$	839	$	888
Work in progress	163		157
Finished goods	198		162
Inventories	$	1,200	$	1,207

NOTE 10 OTHER ASSETS

Additional detail related to assets is presented below:

	March 31,		December 31,
(in millions)	2026		2025
Prepayments and other current assets:
Prepaid tooling	$	114	$	109
Prepaid taxes	104		105
Derivative instruments (Note 16)	20		18
Contract assets (Note 4)	15		15
Customer incentive payments (Note 4)	13		7
Other	78		59
Total prepayments and other current assets	$	344	$	313
Investments and long-term receivables:
Investment in equity affiliates	$	251	$	251
Investment in equity securities	58		59
Long-term receivables	34		47
Total investments and long-term receivables	$	343	$	357
Other non-current assets:
Deferred income taxes	$	564	$	556
Operating leases	184		151
Customer incentive payments (Note 4)	31		22
Derivative instruments (Note 16)	27		27
Other	83		82
Total other non-current assets	$	889	$	838

14

NOTE 11 GOODWILL AND OTHER INTANGIBLES

Goodwill is the excess of the purchase price over the estimated fair value of identifiable net assets acquired in business combinations. As of March 31, 2026, the Company had four reportable segments and four goodwill reporting units. During the fourth quarter of each year, the Company assesses its goodwill and indefinite-lived intangible assets assigned to each of its reporting units. In addition, the Company may test goodwill in between annual test dates if an event occurs or circumstances change that could more-likely-than-not reduce the fair value of a reporting unit below its carrying value.

During the first quarter of 2025, as a result of the Company’s plan to exit the charging business, the Company separately allocated the goodwill from its Battery Energy Systems reportable segment to the battery systems business and to the charging business on a relative fair value basis. The Company estimated the allocated fair values of the businesses from the historical reporting unit based upon the present value of their anticipated future cash flows. The estimated fair value of the charging business was determined using a cost approach. The Company’s determination of fair value involved judgment and the use of estimates and assumptions. During the three months ended March 31, 2025, the relative fair value analysis resulted in an allocation, and subsequent impairment, of $13 million related to the goodwill and $22 million related to other intangible assets allocated to the charging business. Refer to Note 3, “Acquisitions and Dispositions,” to the Condensed Consolidated Financial Statements for more information.

As a result of the Company’s annual goodwill and indefinite-lived intangible assets assessment during the fourth quarter of 2025, the Company performed a quantitative impairment assessment of the remaining Battery Energy Systems reportable segment’s goodwill after the impairment of the goodwill associated with the charging business during the first quarter of 2025. The estimated fair value of the Battery Energy Systems business was determined using an income approach. The most critical assumptions used in the calculation of the fair value of the battery systems business were projected revenue growth rates, projected operating income and discount rates. As a result, during the fourth quarter of 2025, the Battery Energy Systems recorded an incremental impairment charge of $410 million. The goodwill impairment charges related to Battery Energy Systems represent the difference between carrying value and fair value, resulting in the carrying value for this reporting unit to approximate its fair value.

The fair value of the goodwill of the Battery Energy Systems reportable segment is sensitive to differences between estimated and actual cash flows, including changes in the projected revenue, projected operating margin and discount rate used to evaluate the fair value of these assets and market multiples assumptions applied by the Company. Future changes in the judgments, assumptions and estimates from those used in valuations and goodwill impairment testing, including discount rates or future operating results and related cash flow projections, could result in significantly different estimates of the fair values in the future. An increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially affect the Company’s financial statements in any given year.

No events or circumstances were noted related to any of the Company’s reporting units in the three months ended March 31, 2026, that required additional assessment or testing.

A summary of the changes in the carrying amount of goodwill is as follows:

15

(in millions)	Turbos & Thermal Technologies		Drivetrain & Morse Systems		PowerDrive Systems		Battery Energy Systems		Total
Gross goodwill balance, January 1, 2026	$	1,279	$	1,132	$	468	$	678	$	3,557
Accumulated impairment losses, January 1, 2026	(502)		—		(468)		(532)		(1,502)
Net goodwill balance, January 1, 2026	$	777	$	1,132	$	—	$	146	$	2,055
Changes in goodwill during the period:
Other, primarily translation adjustment	(7)		(2)		—		(3)		(12)
Ending balance, March 31, 2026	$	770	$	1,130	$	—	$	143	$	2,043
Gross goodwill balance, March 31, 2026	1,272		1,130		468		675		3,545
Accumulated impairment losses, March 31, 2026	(502)		—		(468)		(532)		(1,502)
Net goodwill balance, March 31, 2026	$	770	$	1,130	$	—	$	143	$	2,043

The Company’s other intangible assets, primarily from acquisitions, consist of the following:

		March 31, 2026						December 31, 2025
(in millions)	Estimated useful lives (years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:
Patented and unpatented technology	5 - 15	$	335	$	213	$	122	$	338	$	210	$	128
Customer relationships	6 - 15	632		382		250		639		379		260
Miscellaneous	2 - 5	10		9		1		10		8		2
Total amortized intangible assets		977		604		373		987		597		390
Unamortized trade names		4		—		4		4		—		4
Total other intangible assets		$	981	$	604	$	377	$	991	$	597	$	394

16

NOTE 12 PRODUCT WARRANTY

The Company provides warranties on some, but not all, of its products. The warranty terms are typically from one to three years. Provisions for estimated expenses related to product warranty are made at the time products are sold. These estimates are established using historical information about the nature, frequency and average cost of warranty claim settlements, as well as product manufacturing and industry developments and recoveries from third parties. The Company actively studies trends of warranty claims and takes action to improve product quality and minimize warranty claims. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of the Company’s warranty accrual at the time an obligation becomes probable and can be reasonably estimated. The Company believes that the warranty accrual is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the accrual. The product warranty accrual is allocated to current and non-current liabilities in the Condensed Consolidated Balance Sheets.

The following table summarizes the activity in the product warranty accrual accounts:

(in millions)	2026
Beginning balance, January 1, 2026	$	254
Provisions for current period sales	16
Adjustments of prior estimates	3
Payments	(22)
Other, primarily translation adjustment	(2)
Ending balance, March 31, 2026	$	249

The product warranty liability is classified in the Condensed Consolidated Balance Sheets as follows:

	March 31,		December 31,
(in millions)	2026		2025
Other current liabilities	$	87	$	86
Other non-current liabilities	162		168
Total product warranty liability	$	249	$	254

17

NOTE 13 DEBT

As of March 31, 2026 and December 31, 2025, the Company had debt outstanding as follows:

	March 31,		December 31,
(in millions)	2026		2025
Short-term borrowings	$	3	$	3
Long-term debt
2.650% Senior notes due 07/01/27 ($1,100 million par value)	1,098		1,097
7.125% Senior notes due 02/15/29 ($121 million par value)	120		120
4.950% Senior notes due 08/15/29 ($500 million par value)	496		496
1.000% Senior notes due 05/19/31 (€1,000 million par value)	1,144		1,163
5.400% Senior notes due 08/15/34 ($500 million par value)	494		494
4.375% Senior notes due 03/15/45 ($500 million par value)	495		495
Term loan facilities, finance leases and other	31		31
Total long-term debt	3,878		3,896
Less: current portion	2		2
Long-term debt, net of current portion	$	3,876	$	3,894

The Company may utilize uncommitted lines of credit for short-term working capital requirements. As of both March 31, 2026 and December 31, 2025, the Company had $3 million in borrowings under these facilities, which are classified in Short-term debt in the Condensed Consolidated Balance Sheets.

The following table provides details on Interest expense, net included in the Condensed Consolidated Statements of Operations:

	Three Months Ended March 31,
(in millions)	2026		2025
Interest expense	$	25	$	28
Interest income	(14)		(16)
Interest expense, net	$	11	$	12

The Company has a $2 billion multi-currency revolving credit facility that allows the Company to increase the facility by $1 billion with bank group approval. This facility matures in September 2028. The credit agreement contains customary events of default and one key financial covenant, which is a debt-to-EBITDA (“Earnings Before Interest, Taxes, Depreciation and Amortization”) ratio. The Company was in compliance with the financial covenant at March 31, 2026. At March 31, 2026 and December 31, 2025, the Company had no outstanding borrowings under this facility.

The Company’s commercial paper program allows the Company to issue up to $2 billion of short-term, unsecured commercial paper notes under the limits of its multi-currency revolving credit facility. Under this program, the Company may issue notes from time to time and use the proceeds for general corporate purposes. The Company had no outstanding borrowings under this program as of March 31, 2026 and December 31, 2025.

The total current combined borrowing capacity under the multi-currency revolving credit facility and commercial paper program cannot exceed $2 billion.

As of March 31, 2026 and December 31, 2025, the estimated fair values of the Company’s senior unsecured notes totaled $3,630 million and $3,690 million, respectively. The estimated fair values were $217 million lower than their carrying value at March 31, 2026 and $175 million lower than their carrying value at December 31, 2025. Fair market values of the senior unsecured notes are developed using

18

observable values for similar debt instruments, which are considered Level 2 inputs as defined by ASC Topic 820. The carrying values of the Company's multi-currency revolving credit facility, commercial paper program and other debt facilities approximate fair value. The fair value estimates do not necessarily reflect the values the Company could realize in the current markets.

The Company had outstanding letters of credit of $33 million and $36 million at March 31, 2026 and December 31, 2025, respectively. The letters of credit typically act as guarantees of payment to certain third parties in accordance with specified terms and conditions.

NOTE 14 OTHER LIABILITIES

Additional detail related to liabilities is presented in the table below:

	March 31,		December 31,
(in millions)	2026		2025
Other current liabilities:
Customer-related	$	269	$	236
Payroll and employee related	231		380
Income taxes payable	94		113
Product warranties (Note 12)	87		86
Indirect taxes	44		77
Supplier-related	39		29
Operating leases	37		36
Accrued freight	34		36
Employee termination benefits (Note 5)	34		36
Interest	23		27
Dividends payable to noncontrolling stockholders	21		—
Insurance	17		17
Retirement related	15		14
Other non-income taxes	12		12
Derivative instruments (Note 16)	11		16
Deferred engineering	11		12
Other restructuring (Note 5)	10		12
Other	113		142
Total other current liabilities	$	1,102	$	1,281
Other non-current liabilities:
Deferred income taxes	$	166	$	165
Product warranties (Note 12)	162		168
Operating leases	155		122
Other income tax liabilities	104		101
Deferred income	81		84
Derivative instruments (Note 16)	59		97
Other	119		114
Total other non-current liabilities	$	846	$	851

19

NOTE 15 FAIR VALUE MEASUREMENTS

ASC Topic 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair values as follows:

Level 1:Observable inputs such as quoted prices for identical assets or liabilities in active markets;

Level 2:Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3:Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in ASC Topic 820:

A.Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business.

B.Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).

C.Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing and excess earnings models).

The following tables classify assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025:

			Basis of fair value measurements
(in millions)	Balance at March 31, 2026		Quoted prices in active markets for identical items (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Valuation technique	Assets measured at NAV1
Assets:
Investment in equity securities	$	27	$	—	$	—	$	—	—	$	27
Foreign currency contracts	$	24	$	—	$	24	$	—	A	$	—
Net investment hedge contracts	$	23	$	—	$	23	$	—	A	$	—
Liabilities:
Current earn-out liabilities	$	1	$	—	$	—	$	1	C	$	—
Net investment hedge contracts	$	57	$	—	$	57	$	—	A	$	—
Foreign currency contracts	$	13	$	—	$	13	$	—	A	$	—

20

			Basis of fair value measurements
(in millions)	Balance at December 31, 2025		Quoted prices in active markets for identical items (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Valuation technique	Assets measured at NAV1
Assets:
Investment in equity securities	$	28	$	—	$	—	$	—	—	$	28
Foreign currency contracts	$	22	$	—	$	22	$	—	A	$	—
Net investment hedge contracts	$	23	$	—	$	23	$	—	A	$	—
Liabilities:
Current earn-out liabilities	$	3	$	—	$	—	$	3	C	$	—
Foreign currency contracts	$	19	$	—	$	19	$	—	A	$	—
Net investment hedge contracts	$	94	$	—	$	94	$	—	A	$	—

_____________________________

1 Certain assets that are measured at fair value using the net asset value (“NAV”) per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. These amounts represent investments in commingled and managed funds that have underlying assets in fixed income securities, equity securities and other assets and the fair values have been estimated using the net asset value of the Company's ownership interest in partners' capital. The Company’s redemption of its investments with the funds is governed by the partnership agreements and subject to approval from the general partners. With the exception of annual distributions in connection with the Company’s deemed tax liability, distributions from each fund will be received as the underlying investments of the funds are liquidated, the timing of which is unknown.

The following table provides a reconciliation of the Company’s Level 3 earn-out assets and liabilities:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
(in millions)	Current earn-out liabilities
Balance at January 1, 2026	$	3
Post-closing adjustment	(2)
Balance at March 31, 2026	$	1

Refer to Note 3, “Acquisitions and Dispositions,” to the Condensed Consolidated Financial Statements for more information regarding earn-outs.

Fair Value Measurements on a Nonrecurring Basis

The Company measures certain assets at fair value on a nonrecurring basis. These fair value measurements are classified within Level 3 of the fair value hierarchy.

During the three months ended March 31, 2025, the Company recorded asset impairment charges of $4 million related to certain property, plant and equipment related to the exit of its charging business within the Battery Energy Systems reportable segment.

NOTE 16 FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash and cash equivalents, marketable securities and accounts receivable. Due to the short-term nature of these instruments, their book value approximates their fair value. The Company’s financial instruments may also include long-term debt, investments in equity securities, interest rate and cross-currency swaps, commodity derivative contracts and foreign currency derivative contracts. All derivative contracts are placed with counterparties that have an S&P, or equivalent, investment grade credit rating at the time of the contracts’ placement. An adjustment for non-performance risk is considered in the estimate of fair value in derivative assets based on the counterparty

21

credit default swap (“CDS”) rate. When the Company is in a net derivative liability position, the non-performance risk adjustment is based on its CDS rate. At March 31, 2026 and December 31, 2025, the Company had no derivative contracts that contained credit-risk-related contingent features.

Cash Flow Hedges

The Company, at times, uses certain commodity derivative contracts to protect against commodity price changes related to forecasted raw material and component purchases. At March 31, 2026 and December 31, 2025, the Company had no material commodity derivative contracts.

The Company manages its interest rate risk by balancing its exposure to fixed and variable rates while attempting to optimize its interest costs. The Company, at times, selectively uses interest rate swaps and options to reduce market value risk associated with changes in interest rates. At March 31, 2026 and December 31, 2025, the Company had no outstanding interest rate swaps or options.

The Company uses foreign currency forward and option contracts to protect against exchange rate movements for forecasted cash flows, including capital expenditures, purchases, operating expenses or sales transactions designated in currencies other than the functional currency of the operating unit. Foreign currency derivative contracts require the Company, at a future date, to either buy or sell foreign currency in exchange for the operating units’ local currency.

Effectiveness for cash flow hedges is assessed at the inception of the hedging relationship and quarterly, thereafter. Gains and losses arising from these contracts that are included in the assessment of effectiveness are deferred into accumulated other comprehensive income (loss) (“AOCI”) and reclassified into income as the underlying operating transactions are recognized. These realized gains or losses offset the hedged transaction and are recorded on the same line in the statement of operations. The initial value of any component excluded from the assessment of effectiveness is recognized in income using a systematic and rational method over the life of the hedging instrument. Any difference between the change in fair value of the excluded component and amounts recognized in income under that systematic and rational method is recognized in AOCI.

At March 31, 2026, the following notional amounts related to foreign currency derivative contracts were outstanding, which mature through March 2028:

(in millions)	Notional Amount*
Traded Currency	Notional in Traded Currency	Notional in Approximate U.S. Dollar
U.S. Dollar	714	$	714
Mexican Peso	3,680	$	203
Polish Zloty	585	$	157
Euro	117	$	135
Hungarian Forint	14,014	$	41
British Pound	30	$	40
Swiss Franc	25	$	31
*Table above excludes non-significant traded currency with total notional amounts of less than $10 million U.S. Dollar equivalent as of March 31, 2026.

Net Investment Hedges

In addition, the Company is also exposed to the risk that adverse changes in foreign currency exchange rates could impact its net investment in non-U.S. subsidiaries.

22

The Company selectively uses cross-currency swaps to hedge that foreign currency exposure. At March 31, 2026 and December 31, 2025, the following cross-currency swap contracts were outstanding and mature through August 2030:

	Cross-currency swaps
(in millions)	March 31, 2026		December 31, 2025
U.S. Dollar to Euro:
Fixed receiving notional	$	1,450	$	1,600
Fixed paying notional	€	1,321	€	1,454
U.S. Dollar to Chinese Renminbi:
Fixed receiving notional	$	100	$	—
Fixed paying notional	¥	676	¥	—
U.S. Dollar to Japanese Yen:
Fixed receiving notional	$	150	$	100
Fixed paying notional	¥	20,663	¥	12,724

During the three months ended March 31, 2026, the Company unwound $150 million of cross-currency swap contracts originally maturing in July 2027, resulting in a cash outflow of approximately $4 million. The corresponding loss is expected to remain in AOCI until the net investment is sold, completely liquidated or substantially liquidated. In addition, the Company executed a U.S. Dollar to Japanese Yen cross-currency swap contract of $50 million maturing in February 2030 and a U.S. Dollar to Chinese Renminbi cross-currency swap contract of $100 million maturing in March 2027.

In addition, in 2021 the Company designated the €1,000 million 1.000% Senior Notes due May 19, 2031, as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated subsidiaries. Refer to Note 13, “Debt,” to the Condensed Consolidated Financial Statements for more information.

The Company assesses the effectiveness for net investment hedges at the inception of the hedging relationship and quarterly, thereafter. Gains and losses arising from these contracts that are included in the assessment of effectiveness are deferred into foreign currency translation adjustments and only released when the subsidiary being hedged is sold or substantially liquidated. The initial value of any component excluded from the assessment of effectiveness is recognized in income using a systematic and rational method over the life of the hedging instrument. Any difference between the change in fair value of the excluded component and amounts recognized in income under that systematic and rational method is recognized in AOCI.

23

Fair Value of Derivative Instruments in the Balance Sheet

At March 31, 2026 and December 31, 2025, the following amounts were recorded in the Condensed Consolidated Balance Sheets as being payable to or receivable from counterparties for derivative instruments under ASC Topic 815, “Derivatives and Hedging”:

(in millions)	Assets					Liabilities
Derivatives designated as hedging instruments Under 815:	Location	March 31, 2026		December 31, 2025		Location	March 31, 2026		December 31, 2025
Foreign currency	Prepayments and other current assets	$	20	$	18	Other current liabilities	$	11	$	16
Foreign currency	Other non-current assets	$	4	$	4	Other non-current liabilities	$	2	$	3
Net investment hedges	Other non-current assets	$	23	$	23	Other non-current liabilities	$	57	$	94
Derivatives not designated as hedging instruments:
Foreign currency	Prepayments and other current assets	$	—	$	—	Other current liabilities	$	—	$	—

Effect of Derivatives on the Statements of Operations and Statements of Comprehensive Income (Loss)

The table below shows deferred gain (loss) reported in AOCI as well as the amount expected to be reclassified to income in one year or less for designated hedges. The amount expected to be reclassified to income in one year or less assumes no change in the current relationship of the hedged item at March 31, 2026 market rates.

(in millions)	Deferred gain (loss) in AOCI at				Gain (loss) expected to be reclassified to income in one year or less
Contract Type	March 31, 2026		December 31, 2025
Cash flow hedges:
Foreign currency	$	11	$	7	$	8
Net investment hedges:
Cross-currency swaps	$	(38)	$	(71)	$	—
Foreign currency-denominated debt	48		29		—
Total	$	21	$	(35)	$	8

24

Derivative instruments designated as hedging instruments as defined by ASC Topic 815 held during the period resulted in the gains and losses recorded in income shown in the table below.

	Three Months Ended March 31, 2026
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income (loss) line items in which the effects of cash flow hedges are recorded	$	3,533	$	2,856	$	328	$	—
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	8
Gain (loss) reclassified from AOCI to income	$	—	$	3	$	—	$	—

	Three Months Ended March 31, 2025
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income (loss) line items in which the effects of cash flow hedges are recorded	$	3,515	$	2,876	$	315	$	59
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	(1)
Gain (loss) reclassified from AOCI to income	$	—	$	(2)	$	(2)	$	—

The were no gains or losses recorded in income related to components excluded from the assessment of effectiveness for derivative instruments designated as cash flow hedges for the periods presented.

Gains and losses on derivative instruments designated as net investment hedges were recognized in other comprehensive income (loss) during the periods presented below.

(in millions)	Three Months Ended March 31,
Net investment hedges	2026		2025
Cross-currency swaps	$	33	$	(49)
Foreign currency-denominated debt	$	19	$	(46)

Derivatives designated as net investment hedge instruments, as defined by ASC Topic 815, held during the period resulted in the following gains recorded in Interest expense on components excluded from the assessment of effectiveness:

(in millions)	Three Months Ended March 31,
Net investment hedges	2026		2025
Cross-currency swaps	$	6	$	6

25

There were no gains or losses recorded in income related to components excluded from the assessment of effectiveness for foreign currency-denominated debt designated as net investment hedges. There were no gains and losses reclassified from AOCI for net investment hedges during the periods presented.

Derivatives Not Designated as Hedges

Derivatives not designated as hedging instruments are used to hedge remeasurement exposures of monetary assets and liabilities denominated in currencies other than the operating units’ functional currency. These derivatives resulted in gains (losses) recorded in income as shown in the table below.

(in millions)		Three Months Ended March 31,
Contract Type	Location	2026		2025
Foreign currency	Selling, general and administrative expenses	$	2	$	—

NOTE 17 RETIREMENT BENEFIT PLANS

The Company has defined benefit pension plans and other postemployment benefit plans covering eligible salaried and hourly employees and their dependents. The Company expects to contribute a total of approximately $25 million into its defined benefit pension plans during 2026, of which $6 million has been contributed through the three months ended March 31, 2026. The other postemployment benefit plans, which provide medical and life insurance benefits, are funded on a pay-as-you-go basis.

The components of net periodic benefit expense recorded in the Condensed Consolidated Statements of Operations are as follows:

	Pension benefits
(in millions)	2026				2025
Three Months Ended March 31,	US		Non-US		US		Non-US
Service cost	$	—	$	4	$	—	$	3
Interest cost	1		5		1		5
Expected return on plan assets	(1)		(5)		(1)		(4)
Amortization of unrecognized loss	1		1		1		1
Net periodic benefit cost	$	1	$	5	$	1	$	5

The components of net periodic benefit expense other than the service cost component are included in Other postretirement expense in the Condensed Consolidated Statements of Operations.

In August 2025, the Company executed an amendment to the plan document of one of the Company’s U.S. defined benefit pension plans (“U.S. Pension Plan”) to terminate the plan effective October 31, 2025. The termination of the U.S. Pension Plan is expected to take twelve to eighteen months to complete. As part of the termination process, the Company expects to settle benefit obligations under the U.S. Pension Plan through a combination of lump sum payments to eligible plan participants and the purchase of a group annuity contract, under which future benefit obligations and administration will be transferred to a third-party insurance company. Such settlements will be funded primarily from plan assets. At December 31, 2025, the projected benefit obligation of the U.S. Pension Plan exceeded the fair value of the plan’s assets by $4 million under U.S. GAAP.

In December 2024, the Company entered into a second buy-in contract (the first buy-in contract was entered into in 2019) with an insurance company related to its U.K. pension plan. Pursuant to this agreement, the Company liquidated approximately $50 million of pension plan assets to invest in an insurance annuity. At December 31, 2025, the U.K. pension plan had plan assets of $131 million, all held by the insurance company. The projected benefit obligation of the U.K. pension plan at December 31,

26

Table of Contents

2025 was $104 million under U.S. GAAP. The U.K. pension plan was overfunded by $27 million as of December 31, 2025, under U.S. GAAP.

NOTE 18 STOCKHOLDERS' EQUITY

The changes of the Stockholders’ Equity items during the three months ended March 31, 2026 and 2025, are as follows:

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests		Total
Balance, December 31, 2025	$	3	$	2,676	$	(3,008)	$	6,570	$	(799)	$	172	$	5,614
Dividends declared ($0.17 per share*)	—		—		—		(35)		—		(21)		(56)
Issuance for executive stock plan, net of tax	—		(24)		14		—		—		—		(10)
Issuance of restricted stock, net of tax	—		(27)		18		—		—		—		(9)
Purchase of treasury stock	—		—		(151)		—		—		—		(151)
Net earnings	—		—		—		242		—		13		255
Other comprehensive loss	—		—		—		—		—		(1)		(1)
Balance, March 31, 2026	$	3	$	2,625	$	(3,127)	$	6,777	$	(799)	$	163	$	5,642

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests		Total
Balance, December 31, 2024	$	3	$	2,674	$	(2,537)	$	6,412	$	(1,020)	$	174	$	5,706
Dividends declared ($0.11 per share*)	—		—		—		(24)		—		(19)		(43)
Issuance for executive stock plan, net of tax	—		(21)		16		—		—		—		(5)
Issuance of restricted stock, net of tax	—		(32)		33		—		—		—		1
Net earnings	—		—		—		157		—		14		171
Other comprehensive income	—		—		—		—		59		1		60
Balance, March 31, 2025	$	3	$	2,621	$	(2,488)	$	6,545	$	(961)	$	170	$	5,890

__________________________________

* Per share dividends amount declared relate to BorgWarner common stock.

27

Table of Contents

NOTE 19 ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables summarize the activity within accumulated other comprehensive loss during the three months ended March 31, 2026 and 2025.

(in millions)	Foreign currency translation adjustments		Cash flow hedges		Defined benefit retirement plans		Total
Beginning Balance, December 31, 2025	$	(694)	$	7	$	(112)	$	(799)
Comprehensive income (loss) before reclassifications	(3)		8		(1)		4
Income taxes associated with comprehensive income (loss) before reclassifications	(5)		—		—		(5)
Reclassification from accumulated other comprehensive income (loss)	—		(3)		4		1
Ending balance, March 31, 2026	$	(702)	$	12	$	(109)	$	(799)

(in millions)	Foreign currency translation adjustments		Cash flow hedges		Defined benefit retirement plans		Total
Beginning Balance, December 31, 2024	$	(882)	$	(9)	$	(129)	$	(1,020)
Comprehensive income (loss) before reclassifications	35		(1)		(2)		32
Income taxes associated with comprehensive income (loss) before reclassifications	24		—		1		25
Reclassification from accumulated other comprehensive income (loss)	—		4		(2)		2
Ending balance, March 31, 2025	$	(823)	$	(6)	$	(132)	$	(961)

NOTE 20 CONTINGENCIES

In the normal course of business, the Company is party to various commercial and legal claims, actions and complaints, including matters involving warranty claims, intellectual property claims, governmental investigations and related proceedings, general liability and other risks. It is not possible to predict with certainty whether the Company will ultimately be successful in any of these commercial and legal matters or what the impact might be. The Company does not believe that adverse outcomes in any of these commercial and legal claims, actions and complaints are reasonably likely to have a material adverse effect on the Company’s results of operations, financial position or cash flows. An adverse outcome could, nonetheless, be material to the results of operations or cash flows as the ultimate resolutions of these matters are inherently unpredictable.

On September 19, 2024, the Company commenced a lawsuit against PHINIA, seeking to recover from PHINIA approximately $120 million of value added tax (“VAT”) refunds that PHINIA received or expected to receive from governmental agencies as well as damages and interest. These refunds consisted of VAT paid by the Company in periods prior to or directly related to the Spin-Off that established PHINIA as an independent company. PHINIA responded to the lawsuit and also asserted counterclaims against the Company. On October 15, 2025, the Company entered into a settlement agreement (the “Settlement Agreement”) with PHINIA, pursuant to which PHINIA agreed to pay the Company $78 million, resolving the lawsuit and certain other matters relating to the Spin-Off. In connection with the Settlement Agreement, the Company and PHINIA also entered into an amended and restated tax matters agreement that, among other things, limits the Company’s responsibility to certain defined tax obligations. During the year ended December 31, 2025, the Company recorded a net charge of $40 million, for the reduction of VAT-related receivables, the elimination of certain Company liabilities under the amended and restated tax matters agreement and related legal fees. As of March 31, 2026, after giving effect to the Settlement Agreement and the $52 million received in total, the Company had assets related to these VAT refunds of

28

Table of Contents

approximately $26 million in Receivables, net in the Company’s Condensed Consolidated Balance Sheet, which is due no later than December 1, 2026.

Environmental

The Company and certain of its current and former direct and indirect corporate predecessors, subsidiaries and divisions have been identified by the United States Environmental Protection Agency and certain local environmental agencies and private parties as potentially responsible parties (“PRPs”) at various hazardous waste disposal sites under the Comprehensive Environmental Response, Compensation and Liability Act (“Superfund”) and equivalent state or local laws and, as such, may have been liable for the cost of clean-up and other remedial activities at 16 such sites as of both March 31, 2026 and December 31, 2025. Responsibility for clean-up and other remedial activities at a Superfund site is typically shared among PRPs based on an allocation formula.

The Company believes that none of these matters, individually or in the aggregate, will have a material adverse effect on its results of operations, financial position or cash flows. Generally, this is because either the estimates of the maximum potential liability at a site are not material or the liability will be shared with other PRPs, although no assurance can be given with respect to the ultimate outcome of any such matter.

The Company had an accrual for environmental liabilities of $5 million and $6 million as of March 31, 2026 and December 31, 2025, respectively, included in Other current liabilities in the Condensed Consolidated Balance Sheets. As of March 31, 2026, this accrual, which relates to four of the sites, is based on information available to the Company (which, in most cases, includes an estimate of allocation of liability among PRPs; the probability that other PRPs, many of which are large, solvent public companies, will fully pay the cost apportioned to them; currently available information from PRPs and/or federal or local environmental agencies concerning the scope of contamination and estimated remediation and consulting costs; and remediation alternatives). Clean-up and other remedial activities are complete or nearing completion at the other 12 sites, for which there was no accrual as of March 31, 2026.

NOTE 21 EARNINGS PER SHARE

The Company presents both basic and diluted earnings per share of common stock (“EPS”) amounts. Basic EPS is calculated by dividing net earnings attributable to BorgWarner Inc. by the weighted average shares of common stock outstanding during the reporting period. Diluted EPS is calculated by dividing net earnings attributable to BorgWarner Inc. by the weighted average shares of common stock and common stock equivalents outstanding during the reporting period.

The dilutive impact of stock-based compensation is calculated using the treasury stock method. The treasury stock method assumes that the Company uses the assumed proceeds from the exercise of awards to repurchase common stock at the average market price during the period. The assumed proceeds under the treasury stock method include the purchase price that the grantee will pay in the future and compensation cost for future service that the Company has not yet recognized. The dilutive effects of performance-based stock awards are included in the computation of diluted earnings per share at the level the related performance criteria are met through the respective balance sheet date. There were 1.2 million and 1.4 million performance share units excluded from the computation of the diluted earnings for the three months ended March 31, 2026 and 2025, respectively. These units were excluded because the related performance criteria had not been met as of the balance sheet dates.

29

Table of Contents

The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share of common stock:

	Three Months Ended March 31,
(in millions, except per share amounts)	2026		2025
Basic earnings per share:
Net earnings attributable to BorgWarner Inc.	$	242	$	157
Weighted average shares of common stock outstanding	205.3		217.2
Basic earnings per share of common stock	$	1.18	$	0.72
Diluted earnings per share:
Net earnings attributable to BorgWarner Inc.	$	242	$	157
Weighted average shares of common stock outstanding	205.3		217.2
Effect of stock-based compensation	3.0		0.9
Weighted average shares of common stock outstanding including dilutive shares	208.3		218.1
Diluted earnings per share of common stock	$	1.16	$	0.72

30

Table of Contents

NOTE 22 REPORTABLE SEGMENTS

The Company discloses segment information under four reportable segments: Turbos & Thermal Technologies, Drivetrain & Morse Systems, PowerDrive Systems and Battery Energy Systems. The four reportable segments are consistent with the operating segments that are evaluated by management, including the chief operating decision maker (“CODM”). The Company’s CODM is its Chief Executive Officer. The reportable segments are further described below. These segments are strategic business groups that are managed separately as each represents a specific grouping of related automotive components and systems.

As further described in Note 3, “Acquisitions and Dispositions,” in February 2025, the Company made the decision to exit its charging business within its Battery Energy Systems reportable segment. This plan did not result in a change to the Company’s reportable segments.

Segment Adjusted Operating Income (Loss) is the measure of segment income or loss used by the Company. Segment Adjusted Operating Income (Loss) is comprised of operating income for the Company’s reportable segments adjusted to exclude restructuring, merger, acquisition and divestiture expense, intangible asset amortization expense, impairment charges and other items not reflective of ongoing operating income or loss. The Company believes Segment Adjusted Operating Income (Loss) is most reflective of the operational profitability or loss of our reportable segments.

The Company’s CODM uses Segment Adjusted Operating Income (Loss) and the expenses disclosed below to assess the performance of its reportable segments. The CODM uses this information to assist with decisions about future growth, capital investments and cost reduction initiatives by reviewing trends in the business, monitoring variances to historical results and previously forecasted information and performing other analytical comparisons.

31

Table of Contents

The following tables show net sales, segment expenses, Segment Adjusted Operating Income (Loss) and other segment information for the Company’s reportable segments. The segment expenses do not include non-comparable items that are excluded in the calculation of Segment Adjusted Operating Income (Loss):

Net Sales and Expenses by Reportable Segment

	Three Months Ended March 31, 2026
(in millions)	Turbos & Thermal Technologies		Drivetrain & Morse Systems		PowerDrive Systems		Battery Energy Systems		Inter-segment eliminations		Total
Net sales - customers	$	1,432	$	1,418	$	581	$	102	$	—	$	3,533
Net sales - inter-segment	1		4		6		—		(11)		—
Net sales	$	1,433	$	1,422	$	587	$	102	$	(11)	$	3,533
Cost of sales	1,146		1,119		513		88
Selling, general and administrative expenses - R&D, net	43		33		90		9
Selling, general and administrative expenses - Other	30		11		24		7
Other segment items1	—		(1)		(4)		—
Segment Adjusted Operating Income (Loss)	$	214	$	260	$	(36)	$	(2)

	Three Months Ended March 31, 2025
(in millions)	Turbos & Thermal Technologies		Drivetrain & Morse Systems		PowerDrive Systems		Battery Energy Systems		Inter-segment eliminations		Total
Net sales - customers	$	1,454	$	1,356	$	555	$	150	$	—	$	3,515
Net sales - inter-segment	—		5		6		—		(11)		—
Net sales	$	1,454	$	1,361	$	561	$	150	$	(11)	$	3,515
Cost of sales	1,151		1,079		492		150
Selling, general and administrative expenses - R&D, net	41		29		99		11
Selling, general and administrative expenses - Other	27		10		14		11
Other segment items1	—		—		(1)		—
Segment Adjusted Operating Income (Loss)	$	235	$	243	$	(43)	$	(22)

_______________

1 Other segment items include other income and expenses to derive Segment Adjusted Operating Income (Loss).

32

Table of Contents

Segment Adjusted Operating Income (Loss)

	Three Months Ended March 31,
(in millions)	2026		2025
Turbos & Thermal Technologies	$	214	$	235
Drivetrain & Morse Systems	260		243
PowerDrive Systems	(36)		(43)
Battery Energy Systems	(2)		(22)
Segment Adjusted Operating Income	436		413
Corporate, including stock-based compensation	64		61
Restructuring expense (Note 5)	18		31
Intangible asset amortization expense	16		17
Accelerated depreciation1	2		—
Adjustments associated with Spin-Off related balances2	2		(3)
Impairment charges	—		39
Costs to exit charging business (Note 3)	—		26
Loss on sale of businesses	—		1
Merger and acquisition expense, net2	(2)		2
Other non-comparable items	—		2
Equity in affiliates’ earnings, net of tax	(6)		(10)
Unrealized loss on equity securities	1		—
Interest expense, net	11		12
Other postretirement expense	2		3
Earnings before income taxes and noncontrolling interest	$	328	$	232

_______________

1 Accelerated depreciation represents charges related to property, plant and equipment that were decommissioned or are in the process of being decommissioned.

2 Refer to Note 7, “Other Operating (Income) Expense, Net,” to the Condensed Consolidated Financial Statements for more information.

    

Segment information

	Depreciation and amortization				Long-lived asset expenditures1				Total assets
(in millions)	Three Months Ended March 31, 2026		Three Months Ended March 31, 2025		Three Months Ended March 31, 2026		Three Months Ended March 31, 2025		March 31, 2026		December 31, 2025
Turbos & Thermal Technologies	$	40	$	40	$	58	$	41	$	3,843	$	3,743
Drivetrain & Morse Systems	46		49		29		24		3,843		3,795
PowerDrive Systems	46		43		52		44		3,164		3,163
Battery Energy Systems	6		16		2		8		448		460
Total	138		148		141		117		11,298		11,161
Corporate2	7		7		2		2		2,355		2,608
Consolidated	$	145	$	155	$	143	$	119	$	13,653	$	13,769

_______________

1 Long-lived asset expenditures include capital expenditures, excluding customer advances, and tooling outlays.

2 Corporate assets include cash and cash equivalents, investments and long-term receivables and deferred income taxes.

    

33

Table of Contents

NOTE 23 OPERATING CASH FLOWS AND OTHER SUPPLEMENTAL FINANCIAL INFORMATION

	Three Months Ended March 31,
(in millions)	2026		2025
OPERATING ACTIVITIES
Net earnings	$	255	$	171
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and tooling amortization	129		138
Intangible asset amortization	16		17
Restructuring expense, net of cash paid	5		21
Stock-based compensation expense	10		14
Impairment charges	—		39
Costs to exit charging business	—		26
Loss on sale of businesses	—		1
Deferred income tax benefit	(14)		(24)
Unrealized loss on equity securities	1		—
Other non-cash adjustments	(5)		1
Adjustments to reconcile net earnings to net cash provided by operating activities	142		233
Retirement plan contributions	3		(7)
Changes in assets and liabilities, excluding effects of acquisitions, divestitures and foreign currency translation adjustments:
Receivables	(146)		(255)
Inventories	(5)		61
Prepayments and other current assets	(32)		4
Accounts payable and accrued expenses	(45)		(141)
Prepaid taxes and income taxes payable	(17)		(1)
Other assets and liabilities	(3)		17
Net cash provided by operating activities	$	152	$	82
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	42	$	49
Income taxes, net of refunds	$	101	$	83
	Balance as of:
Non-cash investing transactions:	March 31, 2026		December 31, 2025
Period end accounts payable related to property, plant and equipment purchases	$	69	$	116

34

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

BorgWarner Inc. (collectively with its consolidated subsidiaries, the “Company” or “BorgWarner”) is a global product leader in clean and efficient technology solutions for combustion, hybrid and electric vehicles. BorgWarner’s products help improve vehicle performance, propulsion efficiency, stability and air quality. The Company manufactures and sells these products worldwide, primarily to original equipment manufacturers (“OEMs”) of light vehicles (passenger cars, sport-utility vehicles, vans and light trucks). The Company’s products are also sold to other OEMs of commercial vehicles (medium-duty trucks, heavy-duty trucks and buses) and off-highway vehicles (agricultural and construction machinery and marine applications). The Company also manufactures and sells its products to certain tier one vehicle systems suppliers and into the aftermarket for light, commercial and off-highway vehicles. The Company operates manufacturing facilities serving customers in Europe, the Americas and Asia and is an original equipment supplier to nearly every major automotive OEM in the world.

BorgWarner Strategy

The Company’s current strategy is to focus on profitable growth across its technology-focused product portfolio that supports electric, hybrid and combustion vehicles. This entails growing its product portfolio through organic investments and technology-focused acquisitions. The Company’s balanced portfolio is particularly critical as the automotive industry continues to see electric vehicle adoption volatility across different regions. During the three months ended March 31, 2026 and 2025, the Company’s revenue from eProducts, which include all products utilized on or for electric vehicles (“EVs”) plus those same products and components that are included in hybrid powertrains whose underlying technologies are adaptable or applicable to those used in or for EVs, was approximately $597 million and $637 million, respectively, or 17% and 18% of the Company’s total revenue, respectively.

Lawsuit Against PHINIA

On September 19, 2024, the Company commenced a lawsuit against PHINIA, Inc. (“PHINIA”), seeking to recover from PHINIA approximately $120 million of value added tax (“VAT”) refunds that PHINIA received or expected to receive from governmental agencies as well as damages and interest. These refunds consisted of VAT paid by the Company in periods prior to or directly related to the spin-off (“Spin-Off”) that established PHINIA as an independent company. PHINIA responded to the lawsuit and also asserted counterclaims against the Company. On October 15, 2025, the Company entered into a settlement agreement (the “Settlement Agreement”) with PHINIA, pursuant to which PHINIA agreed to pay the Company $78 million, resolving the lawsuit and certain other matters relating to the Spin-Off. In connection with the Settlement Agreement, the Company and PHINIA also entered into an amended and restated tax matters agreement that, among other things, limits the Company’s responsibility to certain defined tax obligations. During the year ended December 31, 2025, the Company recorded a net charge of $40 million, for the reduction of VAT-related receivables, the elimination of certain Company liabilities under the amended and restated tax matters agreement and related legal fees. As of March 31, 2026, after giving effect to the Settlement Agreement and the $52 million received in total, the Company had assets related to these VAT refunds of approximately $26 million in Receivables, net in the Company’s Condensed Consolidated Balance Sheet, which is due no later than December 1, 2026.Refer toPart 1, Item 1 of this report for more information.

35

Table of Contents

Portfolio Actions

In February 2025, the Company made the decision to exit its charging business within the reportable segment formerly called Battery & Charging Systems. Production operations ceased during the second quarter of 2025. This decision was made following the Company’s continuing evaluation of its product portfolio and future investments. This action was expected to create a more focused portfolio and eliminate approximately $30 million of annualized adjusted operating losses by 2026. In the first quarter of 2026, as a result of the aforementioned disposition, this reportable segment was renamed Battery Energy Systems. The name change reflects the segment’s revised focus after the divestiture. The change did not impact the composition of the segment or require recasting of prior period segment results. Prior periods continue to be presented as previously reported. Refer to Note 3, “Acquisitions and Dispositions,” to the Condensed Consolidated Financial Statements in Part 1, Item 1 of this report for more information.

In February 2025, the Company also made the decision to consolidate its North American battery systems business, which is expected to align the business’ cost structure to current market dynamics. This action is expected to result in annual cost savings of approximately $20 million by 2026.

Acquisitions

Acquisitions have been an integral component of the Company’s growth and value creation strategy. Refer to Note 3, “Acquisitions and Dispositions,” to the Consolidated Financial Statements in Part 1, Item 1 of this report for more information, including a summary of recent acquisitions.

Key Trends and Economic Factors

Economic Conditions. The Company’s financial performance depends on conditions in the global automotive industry. Automotive and truck production is cyclical and sensitive to general economic conditions and other factors, including interest rates, consumer credit and consumer spending and preferences. Government policies, such as the imposition of, termination or invalidation of or other changes in tariffs (including retaliatory tariffs), or the commencement or termination of consumer tax incentives, such as EV tax credits and programs to invest in infrastructure, including EV charging stations, may affect consumer preferences. Economic declines or impacts of tariffs that result in a material reduction in automotive or truck production would have an adverse effect on the Company’s sales. The weighted average market production, as estimated by the Company for the three months ended March 31, 2026, was down approximately 3% from the three months ended March 31, 2025. Weighted average market production reflects light and commercial vehicle production as reported by S&P Global, weighted for the Company’s geographic exposure, as estimated by the Company.

Tariff Refund Recovery. The Company is actively pursuing refund recovery of certain tariffs the Company paid that the U.S. government levied under the International Emergency Economic Powers Act and subsequently invalidated by the U.S. Supreme Court on February 20, 2026. The availability, amount and timing of such refunds is uncertain and subject to further developments.

Commodities and Other Inflationary Impacts. During 2025, prices for commodities showed a lower level of volatility in comparison to what the Company had experienced from the beginning of 2021. The Company currently expects commodity prices and other input costs to show a higher level of volatility in 2026 compared to 2025. Commodity markets are influenced by geopolitical instability, which can contribute to supply chain fragmentation, higher logistics costs and increased price across energy, metals and other critical inputs.

36

Table of Contents

Outlook

The Company expects global industry production to be flat to down modestly year-over-year in 2026. In particular, the Company expects a negative sales impact from declining sales in the Company’s Battery Energy Systems reportable segment. As a result, at the mid-point of its outlook, the Company expects total sales in 2026 to decline year-over-year, excluding the impact of foreign currencies.

The Company maintains a positive long-term outlook for its global business and is committed to new product development and strategic investments to enhance its product leadership strategy. There are several trends that are driving the Company’s long-term growth that management expects to continue, including adoption of product offerings for electrified vehicles and increasingly stringent global emissions standards that support demand for the Company’s products that drive vehicle efficiency as well as power generation industrial solutions growth. The Company expects its power generation industrial solutions growth to be approximately $300 million in 2027.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2026 vs. Three Months Ended March 31, 2025

The following table presents a summary of our operating results:

	Three Months Ended March 31,
(in millions, except per share data)	2026				2025
Net sales			% of net sales				% of net sales
Turbos & Thermal Technologies	$	1,433	40.6	%	$	1,454	41.4	%
Drivetrain & Morse Systems	1,422		40.2		1,361		38.7
PowerDrive Systems	587		16.6		561		16.0
Battery Energy Systems	102		2.9		150		4.3
Inter-segment eliminations	(11)		(0.3)		(11)		(0.3)
Total net sales	3,533		100.0		3,515		100.0
Cost of sales	2,856		80.8		2,876		81.8
Gross profit	677		19.2		639		18.2
Selling, general and administrative expenses - R&D, net	177		5.0		182		5.2
Selling, general and administrative expenses - Other	151		4.3		133		3.8
Restructuring expense	18		0.5		31		0.9
Other operating (income) expense, net	(5)		(0.1)		17		0.5
Impairment charges	—		—		39		1.1
Operating income	336		9.5		237		6.7
Equity in affiliates’ earnings, net of tax	(6)		(0.2)		(10)		(0.3)
Unrealized loss on equity securities	1		—		—		—
Interest expense, net	11		0.3		12		0.3
Other postretirement expense	2		0.1		3		0.1
Earnings before income taxes and noncontrolling interest	328		9.3		232		6.6
Provision for income taxes	73		2.1		61		1.7
Net earnings	255		7.2		171		4.9
Net earnings attributable to noncontrolling interest	13		0.4		14		0.4
Net earnings attributable to BorgWarner Inc.	$	242	6.8	%	$	157	4.5	%
Earnings per share — diluted	$	1.16			$	0.72

37

Table of Contents

Net sales

Net sales for the three months ended March 31, 2026 totaled $3,533 million, an increase of $18 million, or 1%, compared to the three months ended March 31, 2025. The change in net sales for the three months ended March 31, 2026 was primarily driven by the following:

•Fluctuations in foreign currencies resulted in a year-over-year increase in sales of approximately $167 million, primarily due to the strengthening of the Euro and Chinese Renminbi, in each case relative to the U.S. Dollar.

•Customer recoveries relating to tariffs increased sales by approximately $32 million.

•Unfavorable volume, mix and net new business decreased sales by approximately $181 million, primarily due a decrease of approximately 3% in the weighted average market production as estimated by the Company and a decrease in the Battery Energy Systems reportable segment.

Cost of sales and gross profit

Cost of sales and cost of sales as a percentage of net sales were $2,856 million and 80.8%, respectively, during the three months ended March 31, 2026, compared to $2,876 million and 81.8%, respectively, during the three months ended March 31, 2025. The change in cost of sales for the three months ended March 31, 2026 was primarily driven by the following:

•Purchasing savings and unfavorable volume, mix and net new business, decreased cost of sales by approximately $148 million.

•Cost of sales also decreased by restructuring savings, manufacturing efficiencies and reduced depreciation.

•Fluctuations in foreign currencies resulted in a year-over-year increase in cost of sales of approximately $138 million, primarily due to the strengthening of the Euro and Chinese Renminbi, in each case relative to the U.S. Dollar.

•Tariff expense increased cost of sales by approximately $27 million.

Gross profit and gross margin were $677 million and 19.2%, respectively, during the three months ended March 31, 2026, compared to $639 million and 18.2%, respectively, during the three months ended March 31, 2025. The increase in gross margin was primarily due to the factors discussed above.

Selling, general and administrative expenses (“SG&A”)

SG&A for the three months ended March 31, 2026 was $328 million as compared to $315 million for the three months ended March 31, 2025. SG&A as a percentage of net sales was 9.3% and 9.0% for the three months ended March 31, 2026 and 2025, respectively. The change in SG&A was primarily due to fluctuations in foreign currencies, which was primarily due to the strengthening of the Euro and Chinese Renminbi, in each case relative to the U.S. Dollar.

Restructuring expense was $18 million and $31 million for the three months ended March 31, 2026 and 2025, respectively, primarily related to employee termination benefits. Refer to Note 5, “Restructuring,” to the Condensed Consolidated Financial Statements in Part 1, Item 1 of this report for more information.

In 2023, the Company announced a $130 million to $150 million restructuring plan to address structural costs primarily in its Foundational products businesses. During the three months ended March 31, 2025, the Company recorded $8 million of restructuring costs related to this plan. The actions under this plan are complete. The resulting gross savings related to this plan are expected to be in the range of at least $80 million to $90 million annually by 2027 and are being utilized to sustain overall operating margin profile and cost competitiveness.

38

Table of Contents

In June 2024, the Company approved an approximately $75 million restructuring plan to address the cost structure in its PowerDrive Systems reportable segment due to electric vehicle adoption volatility across different regions, which could include realignment of the segment’s manufacturing footprint. During the three months ended March 31, 2026, the Company recorded a revision of previous estimates of $1 million and during the three months ended March 31, 2025, the Company recorded $16 million of restructuring costs related to this plan. The resulting annual cost savings related to this plan are expected to be approximately $100 million by 2026.

During the three months ended March 31, 2026 and 2025, the Company recorded $19 million and $7 million, respectively, of restructuring costs for individually approved restructuring actions.

Nearly all of the restructuring charges are expected to be cash expenditures, funded by cash on hand.

Other operating (income) expense, net was $5 million of income and $17 million of expense for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2025, the Company recorded charges of $19 million related to the exit of its charging business within its Battery Energy Systems reportable segment. Refer to Note 3, “Acquisitions and Dispositions,” to the Condensed Consolidated Financial Statements in Item 1 of this report for more information.

Other operating (income) expense, net is primarily comprised of items included within the subtitle “Non-comparable items impacting the Company’s per diluted share and net earnings” below.

Impairment charges was $39 million for the three months ended March 31, 2025. The Company recorded impairments of intangible assets, goodwill and fixed assets related to the exit of its charging business within its Battery Energy Systems reportable segment. Refer to Note 3, “Acquisitions and Dispositions,” to the Condensed Consolidated Financial Statements in Item 1 of this report for more information. The Company did not recognize any impairment charge for the three months ended March 31, 2026.

Equity in affiliates’ earnings, net of tax was $6 million and $10 million for the three months ended March 31, 2026 and 2025, respectively. This line item is driven by the results of the Company’s unconsolidated joint ventures.

Interest expense, net was $11 million and $12 million for the three months ended March 31, 2026 and 2025, respectively. Interest expense, net was relatively flat for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

Provision for income taxes was $73 million for the three months ended March 31, 2026, resulting in an effective rate of 22%. This is compared to $61 million, or an effective rate of 26%, for the three months ended March 31, 2025. During the three months ended March 31, 2026, the Company’s effective tax rate did not differ materially from the estimated annual effective tax rate. During the three months ended March 31, 2025, the Company recorded a discrete tax expense of $4 million related to net changes to valuation allowances, a discrete tax benefit of $3 million related to the exit of the charging business and a discrete tax expense of $2 million related to various changes in filing positions for prior years.

39

Table of Contents

Non-comparable items impacting the Company’s earnings per diluted share

The Company’s earnings per diluted share were $1.16 and $0.72 for the three months ended March 31, 2026 and 2025, respectively. 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 each of the periods then ended. The Company believes the following table is useful in highlighting non-comparable items that impacted its earnings per diluted share:

	Three Months Ended March 31,
Non-comparable items:	2026		2025
Restructuring expense	$	(0.06)	$	(0.11)
Adjustments associated with Spin-Off related balances	(0.01)		0.01
Unrealized loss on equity securities	(0.01)		—
Impairment charges	—		(0.15)
Costs to exit charging business	—		(0.11)
Merger and acquisition expense, net	0.01		(0.01)
Tax adjustments	(0.01)		(0.01)
Other non-comparable items	—		(0.01)
Total impact of non-comparable items per share - diluted	$	(0.08)	$	(0.39)

Results by Reportable Segment

The Company discloses segment information under four reportable segments, consistent with the way operating results are evaluated by management: Turbos & Thermal Technologies, Drivetrain & Morse Systems, PowerDrive Systems and Battery Energy Systems. These segments are strategic business groups that are managed separately as each represents a specific grouping of related automotive components and systems.

Segment Adjusted Operating Income (Loss) is the measure of segment income or loss used by the Company. Segment Adjusted Operating Income (Loss) is comprised of operating income adjusted for restructuring, merger, acquisition and divestiture expense, intangible asset amortization expense, impairment charges and other items not reflective of ongoing operating income or loss. The Company believes Segment Adjusted Operating Income (Loss) is most reflective of the operational profitability or loss of its reportable segments.

The following tables present net sales and Segment Adjusted Operating Income (Loss) for the Company’s reportable segments:

Three Months Ended March 31, 2026 vs. Three Months Ended March 31, 2025

	Three Months Ended March 31, 2026						Three Months Ended March 31, 2025
(in millions)	Net sales		Segment Adjusted Operating Income (Loss)		% margin		Net sales		Segment Adjusted Operating Income (Loss)		% margin
Turbos & Thermal Technologies	$	1,433	$	214	14.9	%	$	1,454	$	235	16.2	%
Drivetrain & Morse Systems	1,422		260		18.3	%	1,361		243		17.9	%
PowerDrive Systems	587		(36)		(6.1)	%	561		(43)		(7.7)	%
Battery Energy Systems	102		(2)		(2.0)	%	150		(22)		(14.7)	%
Inter-segment eliminations	(11)		—				(11)		—
Totals for reportable segments	$	3,533	$	436			$	3,515	$	413

40

Table of Contents

The Turbos & Thermal Technologies segment’s net sales decreased $21 million, or 1%, and Segment Adjusted Operating Income decreased $21 million from the three months ended March 31, 2025. Unfavorable volume, mix and net new business resulted in a decrease in net sales by approximately $115 million due to lower volumes in Europe. This was partially offset by the impact of foreign currencies, which resulted in a year-over-year increase in net sales of approximately $81 million due to a strengthening in the Euro and Chinese Renminbi, in each case relative to the U.S. Dollar and $13 million of customer recoveries relating to tariffs. Segment Adjusted Operating margin was 14.9% for the three months ended March 31, 2026, compared to 16.2% during the three months ended March 31, 2025. The Segment Adjusted Operating margin decreased due to lower sales partially offset by supply chain savings.

The Drivetrain & Morse Systems segment’s net sales increased $61 million, or 4%, and Segment Adjusted Operating Income increased $17 million from the three months ended March 31, 2025. Foreign currencies resulted in a year-over-year increase in net sales of approximately $49 million due to the strengthening in the Euro and Chinese Renminbi, in each case relative to the U.S. Dollar. Additionally, customer recoveries relating to tariffs increased net sales by approximately $17 million. This was partially offset by unfavorable volume, mix and net new business of approximately $5 million due to lower volumes in China offset by strong volumes in North America. Segment Adjusted Operating margin was 18.3% for the three months ended March 31, 2026, compared to 17.9% during the three months ended March 31, 2025. The Segment Adjusted Operating margin increased primarily due to manufacturing efficiencies and supply chain savings.

The PowerDrive Systems segment’s net sales increased $26 million, or 5%, and Segment Adjusted Operating Loss decreased $7 million from the three months ended March 31, 2025. Foreign currencies resulted in a year-over-year increase in net sales of approximately $31 million due to the strengthening in the Euro and Chinese Renminbi, in each case relative to the U.S. Dollar. This was partially offset by unfavorable volume, mix and net new business of approximately $5 million due to lower volumes in China. Segment Adjusted Operating margin was (6.1)% for the three months ended March 31, 2026, compared to (7.7)% during the three months ended March 31, 2025. The Segment Adjusted Operating margin increased primarily due to restructuring and supply chain savings, partially offset by launch related costs.

The Battery Energy Systems segment’s net sales decreased $48 million, or 32%, and Segment Adjusted Operating Loss decreased $20 million from the three months ended March 31, 2025. Unfavorable volume, mix and net new business decreased net sales by approximately $54 million primarily due to lower battery pack volumes.This decrease was partially offset by the impact of foreign currencies, which resulted in a year-over-year increase in net sales of approximately $6 million due to the strengthening in the Euro, relative to the U.S. Dollar. Segment Adjusted Operating margin was (2.0)% for the three months ended March 31, 2026, compared to (14.7)% during the three months ended March 31, 2025. The Segment Adjusted Operating margin increased primarily due to the exit of the charging business and restructuring savings.

41

Table of Contents

FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

The Company maintains various liquidity sources, including cash and cash equivalents and the undrawn portion of its multi-currency revolving credit agreement. As of March 31, 2026, the Company had liquidity of $4.1 billion, comprised of cash and cash equivalent balances of $2.1 billion and an undrawn multi-currency revolving credit facility of $2.0 billion. As of March 31, 2026, the Company was in full compliance with its covenants under the revolving credit facility and had full access to the undrawn amount under the revolving credit facility. Given the Company’s strong liquidity position, management believes that it will have sufficient liquidity and will maintain compliance with all covenants under the revolving credit facility through at least the next 12 months.

The Company’s $2.0 billion multi-currency revolving credit facility includes a feature that allows the facility to be increased by $1.0 billion with bank group approval. This facility matures in September 2028. The credit facility agreement contains customary events of default and one key financial covenant, which is a debt-to-EBITDA (“Earnings Before Interest, Taxes, Depreciation and Amortization”) ratio. The Company was in compliance with the financial covenant at March 31, 2026. At March 31, 2026 and December 31, 2025, the Company had no outstanding borrowings under this facility.

As of March 31, 2026, cash balances of $1.2 billion were held by the Company’s subsidiaries outside the United States. Cash and cash equivalents held by these subsidiaries are used to fund foreign operational activities and future investments, including acquisitions. The majority of cash and cash equivalents held outside the United States is available for repatriation. The Company uses its U.S. liquidity primarily for various corporate purposes, including but not limited to debt service, share repurchases, dividend distributions, acquisitions and other corporate expenses.

The Company’s commercial paper program allows the Company to issue up to $2.0 billion of short-term, unsecured commercial paper notes under the limits of its multi-currency revolving credit facility. Under this program, the Company may issue notes from time to time and use the proceeds for general corporate purposes. The Company had no outstanding borrowings under this program as of March 31, 2026 and December 31, 2025.

The total current combined borrowing capacity under the multi-currency revolving credit facility and commercial paper program cannot exceed $2.0 billion.

In addition, the Company’s universal shelf registration statement filed with the U.S. Securities and Exchange Commission provides the Company with the ability to issue various debt and equity securities subject to market conditions.

On each of February 5, 2026 and April 29, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.17 per share of common stock. The dividend declared in the first quarter was paid on March 16, 2026, and the dividend declared in the second quarter will be paid on June 15, 2026.

From a credit quality perspective, the Company has a Baa1 from Moody’s and BBB+ from Fitch Ratings and Standard & Poor’s. The current outlook from each of Standard & Poor’s, Moody’s and Fitch Ratings is stable. None of the Company's debt agreements requires accelerated repayment in the event of a downgrade in credit ratings.

42

Table of Contents

Cash Flows

Operating Activities

	Three Months Ended March 31,
(in millions)	2026		2025
OPERATING ACTIVITIES
Net earnings	$	255	$	171
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and tooling amortization	129		138
Intangible asset amortization	16		17
Restructuring expense, net of cash paid	5		21
Stock-based compensation expense	10		14
Loss on sale of businesses	—		1
Impairment charges	—		39
Costs to exit charging business	—		26
Deferred income tax benefit	(14)		(24)
Unrealized loss on equity securities	1		—
Other non-cash adjustments	(5)		1
Adjustments to reconcile net earnings to net cash provided by operating activities	142		233
Retirement plan contributions	3		(7)
Changes in assets and liabilities, excluding effects of acquisitions, divestitures and foreign currency translation adjustments:
Receivables	(146)		(255)
Inventories	(5)		61
Accounts payable and accrued expenses	(45)		(141)
Other assets and liabilities	(52)		20
Net cash provided by operating activities	$	152	$	82

Net cash provided by operating activities was $152 million during the three months ended March 31, 2026 compared to $82 million for the three months ended March 31, 2025. The increase for the three months ended March 31, 2026 was primarily due to changes in working capital.

Investing Activities

	Three Months Ended March 31,
(in millions)	2026		2025
INVESTING ACTIVITIES
Capital expenditures, including tooling outlays	$	(143)	$	(119)
Customer advances related to capital expenditures	4		2
Proceeds from settlement of net investment hedges, net	9		12
Proceeds from asset disposals and other, net	—		11
Net cash used in investing activities	$	(130)	$	(94)

Net cash used in investing activities was $130 million during the three months ended March 31, 2026 compared to $94 million during the three months ended March 31, 2025. As a percentage of sales, capital expenditures, net of customer advances, were 3.9% and 3.3% for the three months ended March 31, 2026 and 2025, respectively. The year-over-year increase in capital expenditures was primarily driven higher eProduct and power generation industrial solutions investments.

43

Table of Contents

Financing Activities

	Three Months Ended March 31,
(in millions)	2026		2025
FINANCING ACTIVITIES
Payments of notes payable	$	—	$	(5)
Repayments of debt, including current portion	(2)		(346)
Payments for purchase of treasury stock	(150)		—
Payments for stock-based compensation items	(28)		(18)
Payment for business acquired, net of cash acquired	(3)		—
Dividends paid to BorgWarner stockholders	(35)		(24)
Dividends paid to noncontrolling stockholders	—		(4)
Net cash used in financing activities	$	(218)	$	(397)

Net cash used in financing activities was $218 million during the three months ended March 31, 2026 compared to $397 million during the three months ended March 31, 2025. Net cash used in financing activities during the three months ended March 31, 2026 was primarily related to $150 million of BorgWarner share repurchases and $35 million in dividends paid to the Company’s stockholders. Net cash used in financing activities during the three months ended March 31, 2025, was primarily related to $346 million of debt repayments associated with the maturity of the Company’s 3.375% senior notes on March 15, 2025, and $24 million in dividends paid to the Company’s stockholders.

CONTINGENCIES

Refer to Note 20, “Contingencies,” to the Condensed Consolidated Financial Statements in Part 1, Item 1 of this report for more information regarding contingencies.

New Accounting Pronouncements

Refer to Note 2, “New Accounting Pronouncements,” to the Condensed Consolidated Financial Statements in Part 1, Item 1 of this report for a detailed description of new applicable accounting pronouncements.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the information concerning the Company’s exposures to interest rate risk or commodity price risk as stated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Foreign currency exchange rate risk is the risk that the Company will incur economic losses due to adverse changes in foreign currency exchange rates. Currently, the Company’s most significant currency exposures relate to the Brazilian Real, British Pound, Chinese Renminbi, Euro, Hungarian Forint, Korean Won, Mexican Peso, Polish Zloty and Swiss Franc. The Company mitigates its foreign currency exchange rate risk by establishing local production facilities and related supply chain participants in the markets it serves, by invoicing customers in the same currency as the source of the products and by funding some of its investments in foreign markets through local currency loans. The Company also monitors its foreign currency exposure in each country and implements strategies to respond to changing economic and political environments. In addition, the Company regularly enters into forward currency contracts, cross-currency swaps and foreign currency-denominated debt designated as net investment hedges to reduce exposure to translation exchange rate risk. As of March 31, 2026 and December 31, 2025, the Company recorded a deferred gain of $21 million and a deferred loss of $35 million, respectively, before taxes, for designated cash flow and net investment hedges within accumulated other

44

Table of Contents

comprehensive income (loss) in the Condensed Consolidated Balance Sheet in Part 1, Item 1 of this report.

The significant foreign currency translation adjustments, including the impact of the cash flow and net investment hedges discussed above, during the three months ended March 31, 2026 and 2025, are shown in the following table, which provides the percentage change in U.S. Dollars against the respective currencies and the approximate impacts of these changes recorded within other comprehensive income (loss) for the respective periods.

(in millions, except for percentages)	Three Months Ended March 31, 2026
Chinese Renminbi	1	%	$	15
Euro	(2)	%	$	(6)
Korean Won	(5)	%	$	(14)

(in millions, except for percentages)	Three Months Ended March 31, 2025
Euro	5	%	$	28
Chinese Renminbi	1	%	$	7
Brazilian Real	8	%	$	6
British Pound	3	%	$	6

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

45

Table of Contents

PART II. OTHER INFORMATION

Item 1.Legal Proceedings

The Company is subject to a number of claims and judicial and administrative proceedings (some of which involve substantial amounts) arising out of the Company’s business or relating to matters for which the Company may have a contractual indemnity obligation. Refer to Note 20, “Contingencies,” to the Condensed Consolidated Financial Statements in Part 1, Item 1 of this report for a discussion of environmental and other litigation which is incorporated herein by reference.

Item 1A. Risk Factors

During the three months ended March 31, 2026, there have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

In July 2025, the Company’s Board of Directors authorized the purchase of up to $1 billion of the Company’s common stock, which replaced the previous authorization. By its terms, this share repurchase authorization expires on December 31, 2028. As of December 31, 2025, the Company had repurchased $400 million of common stock under this authorization, excluding any related fees and taxes. During the three months ended March 31, 2026, the Company repurchased an additional $150 million of common stock under this authorization, excluding any related fees and taxes. Shares purchased under this authorization may be repurchased in the open market at prevailing prices and at times and in amounts to be determined by management as market conditions and the Company's capital position warrant. The Company may use Rule 10b5-1 and 10b-18 plans to facilitate share repurchases. Repurchased shares will be deemed common stock held in treasury and may subsequently be reissued.

Employee transactions include restricted stock withheld to offset statutory minimum tax withholding that occurs upon vesting of restricted stock. The BorgWarner Inc. 2023 Stock Incentive Plan provides that the withholding obligations be settled by the Company retaining stock that is part of the award. Withheld shares will be deemed common stock held in treasury and may subsequently be reissued.

The following table provides information about the Company’s purchases of its equity securities that are registered pursuant to Section 12 of the Exchange Act for the three months ended March 31, 2026:

Issuer Purchases of Equity Securities
Period	Total number of shares purchased	Average price per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under plans or programs (in millions)
January 1, 2026 - January 31, 2026
Common Stock Repurchase Program	—	$	—	—	$	600
Employee transactions	7,509	$	45.61	—
February 1, 2026 - February 28, 2026
Common Stock Repurchase Program	1,679,801	$	59.24	1,679,801	$	500
Employee transactions	546,063	$	53.74	—
March 1, 2026 - March 31, 2026
Common Stock Repurchase Program	958,515	$	52.67	958,515	$	450
Employee transactions	2,153	$	57.57	—

46

Table of Contents

Item 5. Other Information

During the three months ended March 31, 2026, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit 10.1†	Form of 2026 BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement - U.S. Employees.*
Exhibit 10.2†	Form of 2026 BorgWarner Inc. 2023 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Employees.*
Exhibit 10.3†	Form of 2026 BorgWarner Inc. 2023 Stock Incentive Plan Performance Stock Units Award Agreement.*
Exhibit 31.1	Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer.*
Exhibit 31.2	Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer.*
Exhibit 32.1	Section 1350 Certifications.*
Exhibit 101.INS	Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.*
Exhibit 101.SCH	Inline XBRL Taxonomy Extension Schema Document.*
Exhibit 101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
Exhibit 101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.*
Exhibit 101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.*
Exhibit 101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
Exhibit 104.1	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

____________________________________

*Filed herewith.

† Indicates a management contract or compensatory plan or arrangement.

47

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, and the undersigned also has signed this report in her capacity as the registrant’s Vice President and Chief Accounting Officer (Principal Accounting Officer).

	BorgWarner Inc.
	(Registrant)
By	/s/ Amy B. Kulikowski
	(Signature)
	Amy B. Kulikowski
	Vice President and Chief Accounting Officer
	(Principal Accounting Officer)

Date: May 6, 2026

48

EX-10.1

Exhibit 10.1

BORGWARNER INC.

2023 STOCK INCENTIVE PLAN

Restricted Stock Award Agreement – U.S. Employees

BorgWarner, Inc., a Delaware corporation (the “Company”), hereby awards to the Employee indicated below a Restricted Stock Award (the “Award”) under the BorgWarner Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, contingent on the Employee’s acceptance of the Award within ninety (90) days of the Grant Date, according to the terms and conditions of this Restricted Stock Award Agreement (this “Agreement”) and the Plan. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. For purposes of this Agreement, to the extent the Employee is not employed by the Company, “Employer” shall mean the Affiliate that employs the Employee. The parties hereto agree as follows:

Grant Information:

Employee Name:[Name]

Grant Date:         February 3, 2026

Number of Shares of Restricted Stock Awarded: «units» Shares of Restricted Stock

Terms and Conditions:

1.Restriction Period. Except as otherwise provided in this Agreement, the Restriction Period for the Restricted Stock awarded to the Employee under this Agreement shall commence with the Grant Date set forth above and shall end, for the percentage of the Shares indicated below, on the date when the Restricted Stock shall have vested in accordance with the following schedule provided that the Employee remains continuously employed by or in the service of the Company or an Affiliate through the applicable vesting date:

Vesting DateVested Percentage

        February 28, 2028            50% of the Awarded Shares

        February 28, 2029            50% of the Awarded Shares

Notwithstanding the foregoing, if the application of the above vesting schedule would cause a fractional Share to vest, then the number of Shares that vest on such date shall be rounded down to the nearest whole number.

Before the applicable Restriction Period passes, the Employee shall not be permitted to sell, assign, transfer, pledge or otherwise encumber such Shares of Restricted Stock.

2.Book Entry Record. The Company shall, as soon as administratively feasible after execution of this Agreement by the Employee, direct the Company’s transfer agent for the Stock to make a book entry record showing ownership for the Restricted Stock in the name of the Employee or take other action to evidence the issuance of Restricted Stock

4889-5554-6973.2

Exhibit 10.1

as determined in the Company’s discretion, subject to the terms and conditions of the Plan, this Agreement, and any other restrictions pursuant to applicable laws, rules or regulations or the requirements of any national securities exchange. The Restricted Stock may be held in an account at the Company’s transfer agent pending vesting.

3.Termination of Employment. Except as otherwise provided in this Section 3 or Section 4 or as otherwise determined by the Committee in its sole discretion, the Employee shall forfeit the Shares that are unvested as of the effective date of the Employee’s Termination of Employment. Notwithstanding the foregoing, except as otherwise determined by the Committee, in its sole discretion, at the time of the Employee’s Termination of Employment, the following provisions shall apply.

(a)Death or Disability. If the Employee’s Termination of Employment is due to the Employee’s death or Disability, then all the unvested Shares shall immediately vest.

(b)Retirement. If the Employee’s Termination of Employment is due to Retirement, then the Committee may, in its sole discretion, cause all or a portion of the unvested Shares to vest.

(c)Effective Date of Termination of Employment. For purposes of this Agreement, any Termination of Employment shall be effective as of the earlier of (1) the date that the Company receives the Employee’s notice of resignation of employment, or (2) the date that the Employee ceases to actively provide services. In connection with the foregoing, the applicable termination date shall not be extended by any notice period mandated under local law (e.g., “garden leave” or similar period pursuant to local law), and the Company shall have the exclusive discretion to determine when the Employee is no longer actively providing services for purposes of this Award. Notwithstanding the foregoing, the Employee will be deemed to have experienced a Termination of Employment upon the Employee’s “separation from service” within the meaning of Section 409A of the Code to the extent this Award is subject to Section 409A of the Code.

4.Change in Control. In the event of a Change in Control, this Award shall be treated in accordance with Section 15 of the Plan, provided, however, that for purposes of Section 15.1(a)(5) of the Plan, the Employee will be considered to have terminated the Employee’s employment or service for “Good Reason” if the Employee’s termination either (a) meets the requirements set forth in Exhibit A attached to this Agreement or (b) constitutes a “Good Reason” termination under the Employee’s employment, retention, change in control, severance or similar agreement with the successor, purchaser, the Company, or any Affiliate thereof, if any.

5.Stockholder Rights. Subject to the restrictions imposed by this Agreement and the Plan, the Employee shall have, with respect to the Restricted Stock covered by this Award, all of the rights of a stockholder of the Company holding Stock, including the right to vote the Shares and the right to receive dividends; provided, however, that any cash dividends payable with respect to the Restricted Stock covered by this Award shall be automatically reinvested in additional Shares of Restricted Stock, the number of which shall be determined by multiplying (a) the number of Shares that the Employee has been issued under this Agreement as of the dividend record date that have not vested as of

4889-5554-6973.2

Exhibit 10.1

such record date by (b) the dividend paid on each Share, dividing the result by (c) the Fair Market Value of a Share on the dividend payment date, and (d)rounding the result to the nearest Share. Such additional Shares so awarded shall vest at the same time, and to the same extent, as the Restricted Stock to which it relates and shall be subject to the same restrictions, terms and conditions contained herein. Dividends payable with respect to the Restricted Stock covered by this Award that are payable in Shares shall also be paid in the form of additional Shares and shall vest at the same time, and to the same extent, as the Restricted Stock to which it relates and shall be subject to the same restrictions, terms, and conditions contained herein.

6.Tax and Social Insurance Contributions Withholding. Regardless of any action the Company and/or the Employer take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility, and the Company and the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock, including the grant of the Restricted Stock, the vesting of the Restricted Stock, the subsequent sale of any Shares acquired pursuant to the Restricted Stock and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Stock to reduce or eliminate the Employee’s liability for Tax-Related Items.

If any taxing jurisdiction requires withholding of Tax-Related Items, the Company may withhold a sufficient number of whole Shares otherwise subject to this Award that have an aggregate Fair Market Value not to exceed the maximum statutory Tax-Related Items required to be withheld with respect to this Award. The cash equivalent of the Shares withheld will be used to settle the obligation to withhold the Tax-Related Items (determined by reference to the Fair Market Value of the Stock on the applicable vesting date). No fractional Shares will be withheld or issued pursuant to the grant of this Award and the issuance of Stock hereunder. Alternatively, the Company and/or the Employer, or their respective agents, in their sole discretion and pursuant to such procedures as they may specify from time to time, may satisfy their withholding obligations or rights with regard to all Tax-Related Items, if any, by one or a combination of (i) withholding any amount necessary to pay the Tax-Related Items from the Employee’s salary/wages or other amounts payable to the Employee, with no withholding in Shares, (ii) requiring the Employee to remit to the Company an amount of cash sufficient to satisfy withholding relating to Tax-Related Items, or (iii) any other method determined by the Company and permitted under applicable law.

In the event the withholding requirements are not satisfied through the withholding of Shares or through the withholding from the Employee’s salary/wages or other amounts payable to the Employee, no Shares will be released upon vesting of the Restricted Stock unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-Related Items which the Company and/or the Employer determine, in its sole discretion, must be withheld or collected with respect to such Restricted Stock. If the Employee is subject to taxation in more than one jurisdiction, the Employee acknowledges that the Company, the Employer or another subsidiary or Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting this grant of Restricted

4889-5554-6973.2

Exhibit 10.1

Stock, the Employee expressly consents to the withholding of Shares and/or the withholding of amounts from the Employee's salary/wages or other amounts payable to the Employee as provided for hereunder. All other Tax-Related Items related to the Restricted Stock and any Stock delivered under this Award are the Employee’s sole responsibility.

7.Acquisition of Shares for Investment Purposes Only. By accepting this Award, the Employee hereby agrees with the Company as follows:

(a)The Employee is acquiring the Shares covered by this Award for investment purposes only and not with a view to resale or other distribution thereof to the public in violation of the Securities Act of 1933, as amended (the “1933 Act”), and shall not dispose of any such Shares in transactions which, in the opinion of counsel to the Company, violate the 1933 Act, or the rules and regulations thereunder, or any applicable state securities or “blue sky” laws;

(b)If any of the Shares covered by this Award shall be registered under the 1933 Act, no public offering (otherwise than on a national securities exchange, as defined in the Exchange Act) of any such Shares shall be made by the Employee (or any other person) under such circumstances that he or she (or any other person) may be deemed an underwriter, as defined in the 1933 Act; and

(c)The Company shall have the authority to include stop-transfer orders, legends or other restrictions relating to the Shares covered by this Agreement referring to the foregoing.

8.Nature of Grant.

(a)No Right to Continued Employment. Nothing contained in the Plan or this Agreement shall confer upon the Employee any right to continued employment nor shall it interfere in any way with the right of the Employer to terminate the employment of the Employee at any time.

(b)Discretionary Nature of Plan; No Right to Additional Awards. The Employee acknowledges and agrees that the Plan is discretionary in nature and limited in duration and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of an Award under the Plan is a one-time benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award. Future Awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of an award, the number of Shares subject to the award, and the vesting provisions.

(c)Exclusivity of Employee Rights. The Plan is operated and the Restricted Stock is granted solely by the Company and its Affiliates are not a party to this Agreement; accordingly, any rights the Employee may have under this Agreement, including any rights related to the issuance of Shares, may be raised exclusively against the Company but not any Affiliate (including, but not limited to, the Employer).

4889-5554-6973.2

Exhibit 10.1

Termination Indemnities. The value of this Award is an extraordinary item of compensation outside the scope of the Employee’s employment contract, if any. As such, Awards are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

4889-5554-6973.2

Exhibit 10.1

9.Data Privacy. The Employee understands and acknowledges that the Company and its subsidiaries may collect, use, disclose, and otherwise process certain personal information about the Employee for the purpose of implementing, administering, and managing the Employee’s participation in the Plan. Such personal information may include, without limitation, the Employee’s name, contact information, date of birth, employee identification number, job title, work location, compensation data, tax identification number, stock award information, and any other information necessary for the administration of the Plan (“Personal Data”). The Employee understands that Personal Data may be transferred to third party service providers engaged by the Company to administer the Plan. In such cases, the Company will take appropriate steps to ensure that Personal Data is handled in accordance with applicable data protection requirements.

The Employee further understands that:

•    the processing of Personal Data is necessary for the performance and administration of the Award and the Plan, and

•    the Company may retain Personal Data for as long as necessary to fulfill these purposes or to comply with applicable legal or regulatory requirements.

By accepting this Award, the Employee acknowledges and agrees to the collection, use, disclosure, transfer, and other processing of Personal Data as described in this section and in any additional privacy notices provided by the Company from time to time.

10.Miscellaneous.

(a)Non-transferability. Neither the Restricted Shares nor this Award may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or as otherwise permitted by the Company, and neither the Restricted Shares nor this Award shall be subject to execution, attachment or similar process. In addition, by accepting this Award, the Employee agrees not to sell any Shares acquired under this Award other than as set forth in the Plan and at a time when applicable laws, Company policies or an agreement between the Company and its underwriters do not prohibit a sale.

(b)Notices. Any written notice required or permitted under this Agreement shall be deemed given when delivered personally, as appropriate, either to the Employee or to the Executive Compensation Department of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed, as appropriate, either to the Employee at his or her address in the Company’s records or such other address as he or she may designate in writing to the Company, or to the Attention: Executive Compensation, BorgWarner Inc., at its headquarters office or such other address as the Company may designate in writing to the Employee. Notice also may be given under this Agreement to the Employee by the Company by electronic means, including e-mail or through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

4889-5554-6973.2

Exhibit 10.1

(c)Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

(d)Governing Law. The Award made and actions taken under the Plan and this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without taking into account its conflict of laws provisions.

(e)Provisions of Plan. This Award is granted pursuant to the Plan, and this Award and this Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Agreement solely by reference or expressly cited herein. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Employee. If there is any conflict between the terms of this Agreement and the terms of the Plan, other than with respect to any provisions relating to Termination of Employment or Change in Control, the Plan’s terms shall supersede and replace the conflicting terms of this Agreement to the minimum extent necessary to resolve the conflict. Notwithstanding any terms of the Plan to the contrary, the termination provisions of Section 3 and the change in control provision of Section 4 of this Agreement control.

(f)Section 16 Compliance. To the extent it is necessary to comply with, or to avoid disgorgement of profits under the short-swing matching rules of Section 16 of the Exchange Act, the Employee shall not sell or otherwise dispose of the Shares.

(g)Acceptance of Award. By accepting this Award, the Employee agrees to accept all of the terms and conditions of the Award, as set forth in this Agreement and in the Plan. This Agreement shall not be effective as a Restricted Stock Award if a copy of this Agreement is not signed by the Employee and returned to the Company (unless the Employee accepts this award in an alternative means approved by the Company, which may include electronic acceptance) within ninety (90) days of the Grant Date. If the Employee does not sign (or accept using alternative means approved by the Company) this Agreement within ninety (90) days from the Grant Date, the Company will cancel the Award without any requirement to provide notice to the Employee. It is solely the Employee’s responsibility to accept the Award.

(h)Binding Effect. Subject to the limitations stated above, this Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, legal representatives, successors, and assigns.

(i)Amendment of the Agreement. Except as otherwise provided in the Plan, the Company and the Employee may amend this Agreement only by a written instrument signed by both parties.

Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute but one Agreement.

4889-5554-6973.2

Exhibit 10.1

(j)Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Award by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

(k)Entire Agreement; Headings. This Agreement is the entire agreement between the parties hereto, and all prior oral and written representations are merged into this Agreement. The headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof.

10.    Recoupment. The Award granted pursuant to this Agreement are subject to the terms of the Company’s recoupment policy(ies) in the form approved by the Committee from time to time (including any successor(s) thereto, the “Policy”) and to the terms required by applicable law; and the terms of the Policy and such applicable law are incorporated by reference herein and made a part hereof. For purposes of the foregoing, the Employee expressly and explicitly authorizes the Company to issue instructions, on the Employee’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Shares and other amounts acquired pursuant to the Employee’s Restricted Stock Award, to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Policy. To the extent that this Agreement and the Policy conflict, the terms of the Policy shall prevail.

*    *    *    *    *

IN WITNESS WHEREOF, BORGWARNER INC. and the Employee have executed this Agreement to be effective as of the Grant Date.

BORGWARNER INC.

By:     

Title: Chief Executive Officer

I acknowledge receipt of a copy of the Plan (either as an attachment hereto or that has been previously received by me) and that I have carefully read this Agreement and the Plan. I agree to be bound by all of the provisions set forth in this Agreement and the Plan.

Date        Employee

4889-5554-6973.2

Exhibit 10.1

Exhibit A

To Restricted Stock Agreement for Employees

Definition of “Good Reason”

For purposes of Section 4 of the Agreement, the Employee will be treated as having terminated the Employee’s employment for “Good Reason” if, after a Change in Control, the Employee terminates employment after any of the following events occurs:

a)the assignment to the Employee of any duties inconsistent in any respect with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of the date of the Change in Control or any higher position, authority, duties or responsibilities assigned to the Employee after the date of the Change in Control, or any other diminution in the Employee’s position, authority, duties or responsibilities (whether or not occurring solely as a result of the Company’s ceasing to be a publicly traded entity), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; or

b)any failure by the Company to:

1.pay the Employee an annual base salary at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Employee by the Company and its Affiliates in respect of the twelve-month period immediately preceding the month in which the Change in Control occurs; or

2.provide the Employee, for each fiscal year ending during the applicable Restriction Period (or, if earlier, before the second anniversary of the effective date of the Change in Control), an annual bonus (the “Annual Bonus”) opportunity at least equal to the Employee’s average of the bonuses paid or payable under the Company’s Management Incentive Bonus Plan, or any comparable annual bonus under any predecessor or successor plan, in respect of the last three full fiscal years prior to the date of the Change in Control (or, if the Employee was first employed by the Company after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the date of the Change in Control during which the Employee was employed by the Company, with such bonus being annualized with respect to any such fiscal year if the Employee was not employed by the Company for the whole of such fiscal year),

in either case, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; or

c)the Company’s requiring the Employee, without the Employee’s consent, to:

1.be based at any office or location that is more than 35 miles from the location where the Employee was employed immediately preceding the date of the Change in Control; or

2.travel on Company business to a substantially greater extent than required immediately prior to the date of the Change in Control.

4889-5554-6973.2

Exhibit 10.1

For purposes of this Agreement, any good faith determination of “Good Reason” made by the Employee shall be conclusive.

4889-5554-6973.2

EX-10.2

Exhibit 10.2

BORGWARNER INC.

2023 STOCK INCENTIVE PLAN

Stock Unit Award Agreement – Non-U.S. Employees

BorgWarner Inc., a Delaware corporation (the “Company”), hereby awards to the Employee indicated below a Stock Units Award (the “Award”) under the BorgWarner Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, contingent on the Employee’s acceptance of the Award within ninety (90) days of the Grant Date, according to the terms and conditions of this Stock Unit Award Agreement (this “Agreement”) and the Plan. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. For purposes of this Agreement, to the extent the Employee is not employed by the Company, “Employer” shall mean the Affiliate that employs the Employee. The parties hereto agree as follows:

Grant Information:

Employee Name:[Name]

Grant Date:         February 3, 2026

Number of Stock Units Awarded: [####] Stock Units

Each Stock Unit represents a contingent right to receive one Share (or a cash payment equivalent to the value of one Share) upon satisfaction of the conditions in this Agreement and the Plan.

Terms and Conditions:

1.Vesting of Stock Units. Subject to the terms and conditions of this Agreement and to the provisions of the Plan, the Stock Units shall vest in accordance with the following schedule, provided that the Employee remains continuously employed by or in the service of the Company or an Affiliate through the applicable vesting date:

Vesting DateVested Percentage

February 28, 2028            50% of the Awarded Stock Units

February 28, 2029            50% of the Awarded Stock Units

Notwithstanding the foregoing, if the application of the above vesting schedule would result in the vesting of a fractional Stock Unit, then the number of Stock Units that vest on such date shall be rounded down to the nearest whole number.

2.Tracking and Settlement of Award.

(a)Bookkeeping Account. On the Grant Date, the Company shall credit the Employee’s Stock Units to a Stock Units account established and maintained for the Employee on the books of the Company. The account shall constitute the

4890-2527-7789.2

Exhibit 10.2

record of the Stock Units awarded to the Employee under this Agreement, is solely for accounting purposes, and shall not require a segregation of any Company assets.

(b)Issuance of Shares or Cash Payment. The Company shall deliver Shares to the Employee in settlement of the Stock Units awarded by this Agreement equal to the number of the Employee's vested Stock Units (including any additional Stock Units acquired as a result of dividend equivalents that have vested). Payment shall be made to the Employee as soon as practicable on or after the specified vesting date, but in no event later than December 31 of the year in which the vesting date occurs. Notwithstanding the foregoing, the Company may, in its sole discretion, settle the Stock Units in the form of: (i) a cash payment to the extent settlement in Shares (A) is prohibited under local law, (B) would require the Employee or the Company to obtain the approval of any governmental and/or regulatory body in the Employee’s country of residence (and/or country of employment, if different) or (C) is administratively burdensome; or (ii) Shares, but require the Employee to immediately sell such Shares (in which case, this Agreement shall give the Company the authority to issue sales instructions on behalf of the Employee to the extent consistent with applicable law).

3.Termination of Employment. Except as otherwise provided in this Section 3 or Section 4 or as otherwise determined by the Committee in its sole discretion, the Employee shall forfeit the Stock Units that are unvested as of the effective date of the Employee’s Termination of Employment. Notwithstanding the foregoing, except as otherwise determined by the Committee, in its sole discretion, at the time of the Employee’s Termination of Employment, the following provisions shall apply.

(a)Death or Disability. If the Employee’s Termination of Employment is due to the Employee’s death or Disability, then all the unvested Stock Units shall immediately vest.

(b)Retirement. If the Employee’s Termination of Employment is due to Retirement, then the Committee may, in its sole discretion, cause all or a portion of the unvested Stock Units to vest.

Effective Date of Termination of Employment. For purposes of this Agreement, any Termination of Employment shall be effective as of the earlier of (1) the date that the Company receives the Employee’s notice of resignation of employment, or (2) the date that the Employee ceases to actively provide services. In connection with the foregoing, the applicable termination date shall not be extended by any notice period mandated under local law (e.g., “garden leave” or similar period pursuant to local law), and the Company shall have the exclusive discretion to determine when the Employee is no longer actively providing services for purposes of the Stock Units. Notwithstanding the foregoing, the Employee will be deemed to have experienced a Termination of Employment upon the Employee’s “separation from service” within the meaning of Section 409A of the Code to the extent this Award is subject to Section 409A of the Code.

4890-2527-7789.2

Exhibit 10.2

4.Change in Control. In the event of a Change in Control, this Award shall be treated in accordance with Section 15 of the Plan, provided, however, that for purposes of Section 15.1(a)(5) of the Plan, the Employee will be considered to have terminated the Employee’s employment or service for “Good Reason” if the Employee’s termination either (a) meets the requirements set forth in Exhibit A attached to this Agreement or (b) constitutes a “Good Reason” termination under the Employee’s employment, retention, change in control, severance or similar agreement with the successor, purchaser, the Company, or any Affiliate thereof, if any.

5.Stockholder Rights; Dividend Equivalents.

(a)No Stockholder Rights. Prior to the actual delivery of Shares to the Employee in settlement of the Stock Units awarded and vested hereunder (if any), the Employee shall have no rights as a stockholder with respect to the Stock Units or any underlying Shares, including but not limited to voting or dividend rights.

(b)Dividend Equivalents. If the Company pays any cash or other dividend or makes any other distribution in respect of the Stock after the Grant Date and before the Stock Units are settled in accordance with Section 2(b) of this Agreement, the Employee’s Stock Units account shall be credited with an additional number of Stock Units determined by multiplying (i) the number of Stock Units credited to the Employee on the dividend record date by (ii) the dividend paid on each Share, dividing the result of such multiplication by (iii) the Fair Market Value of a Share on the dividend payment date, and (iv) rounding the result to the nearest Stock Unit. Credits shall be made effective as of the date of the dividend or other distribution in respect of the Stock. Dividend equivalents credited to the Employee’s account shall be subject to the same restrictions as the Stock Units in respect of which the dividends or other distribution were credited, including, without limitation, the Award’s vesting conditions and distribution and forfeiture provisions.

6.Tax and Social Insurance Contributions Withholding.Regardless of any action the Company and/or the Employer take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility, and the Company and the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Units, including the grant of the Stock Units, the vesting of the Stock Units, the subsequent sale of any Shares acquired pursuant to the Stock Units and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Stock Units to reduce or eliminate the Employee’s liability for Tax-Related Items.

In connection with the delivery of Shares upon the vesting of the Stock Units, if any taxing jurisdiction requires withholding of Tax-Related Items, the Company may withhold a sufficient number of whole Shares otherwise issuable upon the vesting of the Stock Units that have an aggregate Fair Market Value not to exceed the maximum statutory Tax-Related Items required to be withheld with respect to the Shares. The cash equivalent of

4890-2527-7789.2

Exhibit 10.2

the Shares withheld will be used to settle the obligation to withhold the Tax-Related Items (determined by reference to the Fair Market Value of the Stock on the applicable vesting date). No fractional Shares will be withheld or issued pursuant to the grant of the Stock Units and the issuance of Stock hereunder. Alternatively, the Company and/or the Employer, or their respective agents, in their sole discretion and pursuant to such procedures as they may specify from time to time, may satisfy their withholding obligations or rights with regard to all Tax-Related Items, if any, by one or a combination of (i) withholding any amount necessary to pay the Tax-Related Items from the Employee’s salary/wages or other amounts payable to the Employee, with no withholding in Shares, (ii) requiring the Employee to remit to the Company an amount of cash sufficient to satisfy withholding relating to Tax-Related Items or (iii) any other method determined by the Company and permitted under applicable law.

In the event the withholding requirements are not satisfied through the withholding of Shares or through the withholding from the Employee’s salary/wages or other amounts payable to the Employee, no Shares will be issued upon vesting of the Stock Units unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-Related Items which the Company and/or the Employer determine, in its sole discretion, must be withheld or collected with respect to such Stock Units. If the Employee is subject to taxation in more than one jurisdiction, the Employee acknowledges that the Company, the Employer or another subsidiary or Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting this grant of Stock Units, the Employee expressly consents to the withholding of Shares and/or the withholding of amounts from the Employee's salary/wages or other amounts payable to the Employee as provided for hereunder. All other Tax-Related Items related to the Stock Units and any Stock delivered in payment thereof are the Employee’s sole responsibility.

7.Acquisition of Shares for Investment Purposes Only. By accepting this Award, the Employee hereby agrees with the Company as follows:

(a)The Employee is acquiring the Shares covered by this Award for investment purposes only and not with a view to resale or other distribution thereof to the public in violation of the Securities Act of 1933, as amended (the “1933 Act”), and shall not dispose of any such Shares in transactions which, in the opinion of counsel to the Company, violate the 1933 Act, or the rules and regulations thereunder, or any applicable state securities or “blue sky” laws;

(b)If any of the Shares covered by this Award shall be registered under the 1933 Act, no public offering (otherwise than on a national securities exchange, as defined in the Exchange Act) of any such Shares shall be made by the Employee (or any other person) under such circumstances that he or she (or any other person) may be deemed an underwriter, as defined in the 1933 Act; and

The Company shall have the authority to include stop-transfer orders, legends or other restrictions relating to the Shares covered by this Agreement referring to the foregoing.

4890-2527-7789.2

Exhibit 10.2

8.Data Privacy. The Company is located at 3850 Hamlin Rd., Auburn Hills, Michigan 48326, United States of America, and grants Stock Units under the Plan to employees of the Company and its Subsidiaries in its sole discretion. In connection with the grant of Stock Units under the Plan and the ongoing administration of such awards, the Company will collect, use, disclose, and otherwise process certain personal data relating to the Employee for purposes that include equity award administration, compliance with applicable legal and regulatory requirements, and the operation of the Company’s global compensation and benefits programs.

Such processing is carried out in accordance with applicable data protection laws and, where relevant, on the basis that it is necessary for the performance of this agreement and/or compliance with legal obligations. Additional information regarding the Company’s personal data processing practices, including cross border transfers and the Employee’s rights under applicable law, is available in the applicable BorgWarner Data Privacy Notices, including the BorgWarner EEA Privacy Notice, BorgWarner Brazil Privacy Notice, BorgWarner Mexico Privacy Notice, and BorgWarner China Privacy Notice, as applicable to the Employee. The Data Privacy Notices are located at Global Data Privacy - Documents - Data Privacy Policies - All Documents

9.Nature of Grant.

(a)No Right to Continued Employment. Nothing contained in the Plan or this Agreement shall confer upon the Employee any right to continued employment nor shall it interfere in any way with the right of the Employer to terminate the employment of the Employee at any time.

(b)Discretionary Nature of Plan; No Right to Additional Awards. The Employee acknowledges and agrees that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of an Award under the Plan is a one-time benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award. Future Awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of an award, the number of Shares subject to the award, and the vesting provisions.

(c)Exclusivity of Employee Rights. The Plan is operated and the Stock Units are granted solely by the Company and its Affiliates are not a party to this Agreement; accordingly, any rights the Employee may have under this Agreement, including any rights related to the issuance of Shares pursuant to the Stock Units, may be raised exclusively against the Company but not any Affiliate (including, but not limited to, the Employer);

Termination Indemnities. The value of this Award is an extraordinary item of compensation outside the scope of the Employee’s employment contract, if any. As such, Awards are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

4890-2527-7789.2

Exhibit 10.2

(d)No Claim or Entitlements. In consideration of the award of the Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Stock Units or diminution in value of the Stock Units, or Shares issued through the settlement of the Stock Units, resulting from termination of the Employee’s employment or continuous service with the Company or any Affiliate (for any reason whatsoever, whether or not later found to be invalid or in breach of applicable labor laws of the jurisdiction where the Employee is employed or the terms of the Employee’s employment agreement, if any), and in consideration of the grant of the Stock Units, the Employee agrees not to institute any claim against the Company or any Affiliate; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting this Award, the Employee shall be deemed to have irrevocably waived the Employee’s entitlement to pursue or seek remedy for any such claim.

(e)No Liability for F/X Fluctuations. Neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the U.S. Dollar that may affect the value of the Stock Units or of any amounts due to the Employee pursuant to the settlement of the Stock Units or the subsequent sale of any Shares acquired upon settlement.

10.Miscellaneous.

(a)Non-transferability. This Award may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or as otherwise permitted by the Company, and shall not be subject to execution, attachment or similar process. In addition, by accepting this Award, the Employee agrees not to sell any Shares acquired under this Award other than as set forth in the Plan and at a time when applicable laws, Company policies or an agreement between the Company and its underwriters do not prohibit a sale.

(b)Notices. Any written notice required or permitted under this Agreement shall be deemed given when delivered personally, as appropriate, either to the Employee or to the Executive Compensation Department of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed, as appropriate, either to the Employee at his or her address in the Company’s records or such other address as he or she may designate in writing to the Company, or to the Attention: Executive Compensation, BorgWarner Inc., at its headquarters office or such other address as the Company may designate in writing to the Employee. Notice also may be given under this Agreement to the Employee by the Company by electronic means, including e-mail or through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

(c)Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

4890-2527-7789.2

Exhibit 10.2

(d)Governing Law. The Award made and actions taken under the Plan and this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without taking into account its conflict of laws provisions.

(e)Provisions of Plan. This Award is granted pursuant to the Plan, and this Award and this Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Agreement solely by reference or expressly cited herein. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Employee. If there is any conflict between the terms of this Agreement and the terms of the Plan, other than with respect to any provisions relating to Termination of Employment or Change in Control, the Plan’s terms shall supersede and replace the conflicting terms of this Agreement to the minimum extent necessary to resolve the conflict. Notwithstanding any terms of the Plan to the contrary, the termination provisions of Section 3 and the change in control provision of Section 4 of this Agreement control.

(f)Section 16 Compliance. To the extent it is necessary to comply with, or to avoid disgorgement of profits under the short-swing matching rules of Section 16 of the Exchange Act, the Employee shall not sell or otherwise dispose of the Shares issued as payment for any earned Stock Units.

(g)409A Six Month Delay. If the Employee is a “specified employee” within the meaning of Section 409A of the Code at the time of the Employee’s Termination of Employment, then any payment made to the Employee as a result of such Termination of Employment shall be delayed for six (6) months following the Employee’s termination to the extent required by Section 409A of the Code.

(h)Acceptance of Award. By accepting this Award, the Employee agrees to accept all of the terms and conditions of the Award, as set forth in this Agreement and in the Plan. This Agreement shall not be effective if a copy of this Agreement is not signed by the Employee and returned to the Company (unless the Employee accepts this award in an alternative means approved by the Company, which may include electronic acceptance) within ninety (90) days of the Grant Date.If the Employee does not sign (or accept using alternative means approved by the Company) this Agreement within ninety (90) days from the Grant Date, the Company will cancel the Award without any requirement to provide notice to the Employee. It is solely the Employee’s responsibility to accept the Award.

(i)Binding Effect. Subject to the limitations stated above, this Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, legal representatives, successors, and assigns.

(j)Amendment of the Agreement. Except as otherwise provided in the Plan, the Company and the Employee may amend this Agreement only by a written instrument signed by both parties.

4890-2527-7789.2

Exhibit 10.2

(k)Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute but one Agreement.

(l)Entire Agreement; Headings. This Agreement is the entire agreement between the parties hereto, and all prior oral and written representations are merged into this Agreement. The headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof.

(m)Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Award by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

(n)Private Placement. The grant of the Stock Units outside of the United States is not intended to be a public offering of securities in the Employee’s country of residence (or country of employment, if different) but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Stock Units is not subject to the supervision of the local securities authorities.

(o)EU Age Discrimination. For purposes of this Agreement, if the Employee is a local national of and employed in a country that is a member of the European Union, the grant of the Stock Units and the terms and conditions governing the Award are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any provision of the Award is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(p)Repatriation; Compliance with Laws. The Employee agrees, as a condition of the grant of the Stock Units, to repatriate all payments attributable to the Stock Units and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale of the Stock acquired pursuant to the Stock Units) in accordance with all foreign exchange rules and regulations applicable to the Employee. In addition, the Employee also agrees to take any and all actions, and consents to any and all actions taken by the Company and its subsidiaries and Affiliates, as may be required to allow the Company and its subsidiaries and Affiliates to comply with all applicable laws, rules and regulations. Finally, the Employee agrees to take any and all actions as may be required to comply with the Employee’s personal legal and tax obligations under all applicable laws, rules and regulations.

4890-2527-7789.2

Exhibit 10.2

(q)Insider Trading/Market Abuse Laws. By accepting the Stock Units, the Employee acknowledges that the Employee is bound by all the terms and conditions of any Company insider trading policy as may be in effect from time to time. The Employee further acknowledges that, depending on the Employee’s country of employment (and country of residence, if different), the Employee may be or may become subject to insider trading restrictions and/or market abuse laws, which may affect the Employee’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Stock Units) or rights linked to the value of Shares under the Plan during such times as the Employee is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Employee placed before the Employee possessed inside information. Furthermore, the Employee could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any Company insider trading policy as may be in effect from time to time. The Employee acknowledges that it is the Employee’s personal responsibility to comply with any applicable restrictions, and the Employee should speak to the Employee’s personal advisor on this matter.

(r)Foreign Asset/Account Reporting and Exchange Controls. The Employee’s country of residence (and country of employment, if different) may have certain exchange control and/or foreign asset/account reporting requirements which may affect the Employee’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares or sale proceeds resulting from the sale of Shares) in a brokerage or bank account outside the Employee’s country of residence (and country of employment, if different). The Employee may be required to report such accounts, assets or transactions to the tax or other authorities in the Employee’s country of residence (and country of employment, if different). The Employee may be required to repatriate sale proceeds or other funds received as a result of the Employee’s participation in the Plan to the Employee’s country of residence (and country of employment, if different) through a designated bank or broker within a certain time after receipt. The Employee acknowledges that it is the Employee’s personal responsibility to comply with any applicable rules and regulations, and the Employee should consult with the Employee’s personal advisors.

11.English Language. The Employee acknowledges and agrees that it is the Employee’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Stock Units, be drawn up in English. If the Employee has received this Agreement, the Plan or any other documents related to the Stock Units translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

4890-2527-7789.2

Exhibit 10.2

12.Additional Requirements. The Company reserves the right to impose other requirements on the Stock Units, any Shares acquired pursuant to the Stock Units, and the Employee’s participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Stock Units and the Plan. Such requirements may include (but are not limited to) requiring the Employee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

13.Addendum. Notwithstanding any provisions herein to the contrary, the Stock Units shall be subject to any special terms and conditions for the Employee’s country of residence (and country of employment, if different), as may be set forth in an addendum to this Agreement (the “Addendum”). Further, if the Employee transfers the Employee’s residence and/or employment to another country reflected in an Addendum, the special terms and conditions for such country will apply to the Employee to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Employee’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.

14.Recoupment. The Stock Units granted pursuant to this Agreement are subject to the terms of the Company’s recoupment policy(ies) in the form approved by the Committee from time to time (including any successor(s) thereto, the “Policy”) and to the terms required by applicable law; and the terms of the Policy and such applicable law are incorporated by reference herein and made a part hereof. For purposes of the foregoing, the Employee expressly and explicitly authorizes the Company to issue instructions, on the Employee’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Shares and other amounts acquired pursuant to the Employee’s Stock Units, to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Policy. To the extent that this Agreement and the Policy conflict, the terms of the Policy shall prevail.

*    *    *    *    *

IN WITNESS WHEREOF, BORGWARNER INC. and the Employee have executed this Agreement to be effective as of the Grant Date.

BORGWARNER INC.

By:     

Title:     Chief Executive Officer

4890-2527-7789.2

Exhibit 10.2

I acknowledge receipt of a copy of the Plan (either as an attachment hereto or that has been previously received by me) and that I have carefully read this Agreement, the Addendum and the Plan. I agree to be bound by all of the provisions set forth in this Agreement, the Addendum and the Plan.

Date        Employee

4890-2527-7789.2

Exhibit 10.2

Exhibit A

To Stock Units Agreement - Non-U.S. Employees

Definition of “Good Reason”

For purposes of Section 4 of the Agreement, the Employee will be treated as having terminated the Employee’s employment for “Good Reason” if, after a Change in Control, the Employee terminates employment after any of the following events occurs:

a)the assignment to the Employee of any duties inconsistent in any respect with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of the date of the Change in Control or any higher position, authority, duties or responsibilities assigned to the Employee after the date of the Change in Control, or any other diminution in the Employee’s position, authority, duties or responsibilities (whether or not occurring solely as a result of the Company’s ceasing to be a publicly traded entity), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; or

b)any failure by the Company to:

1.pay the Employee an annual base salary at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Employee by the Company and its Affiliates in respect of the twelve-month period immediately preceding the month in which the Change in Control occurs; or

2.provide the Employee, for each fiscal year ending prior to the second anniversary of the effective date of the Change in Control, an annual bonus (the “Annual Bonus”) opportunity at least equal to the Employee’s average of the bonuses paid or payable under the Company’s Management Incentive Bonus Plan, or any comparable annual bonus under any predecessor or successor plan, in respect of the last three full fiscal years prior to the date of the Change in Control (or, if the Employee was first employed by the Company after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the date of the Change in Control during which the Employee was employed by the Company, with such bonus being annualized with respect to any such fiscal year if the Employee was not employed by the Company for the whole of such fiscal year),

in either case, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; or

c)the Company’s requiring the Employee, without the Employee’s consent, to:

1.be based at any office or location that is more than 35 miles from the location where the Employee was employed immediately preceding the date of the Change in Control; or

2.travel on Company business to a substantially greater extent than required immediately prior to the date of the Change in Control.

For purposes of this Agreement, any good faith determination of “Good Reason” made by the Employee shall be conclusive.

4890-2527-7789.2

EX-10.3

Exhibit 10.3

BORGWARNER INC.
2023 STOCK INCENTIVE PLAN

Performance Stock Units Award Agreement

BorgWarner Inc., a Delaware corporation (the “Company”) hereby awards to the Employee indicated below a Performance Stock Units Award (the “Award”) under the BorgWarner Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, contingent on the Employee’s acceptance of the Award within ninety (90) days of the Grant Date, according to the terms and conditions of this Performance Stock Units Award Agreement (this “Agreement”) and the Plan. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. For purposes of this Agreement, to the extent the Employee is not employed by the Company, “Employer” shall mean the Affiliate that employs the Employee. The parties hereto agree as follows:

Grant Information:

Employee Name:    [Name]

Grant Date:February 3, 2026

Target Number of Performance Stock Units:

    (a)    [XXX] TSR Performance Stock Units

    (b)    [XXX] Relative Revenue Growth

    (c)    [XXX] Cumulative Adjusted Earnings per Share

Performance Period: January 1, 2026 to December 31, 2028

Performance Measures:

(a)    Company’s Total Stockholder Return (TSR) Percentile Rank Among Total Stockholder Return of the Peer Group Companies (Weighted at 50%)

(b)    Relative Revenue Growth (Weighted at 25%)

(c)     Cumulative Adjusted Earnings per Share (Weighted at 25%)

4887-3560-8925.2

Exhibit 10.3

Terms and Conditions

1.Performance Goals.

(a)The number of Performance Stock Units specified in clause (a) under “Grant Information – Target Number of Performance Stock Units” to be earned under this Agreement shall be based upon the Company’s Total Stockholder Return as compared to the Total Stockholder Return of companies in the Peer Group (identified in Exhibit A) for the Performance Period.

“Total Stockholder Return (TSR)” with respect to a company as of a given date

means the percentage change in the value of the company’s stock from the Beginning

Stock Price to the Ending Stock Price calculated as the quotient of (i) the applicable

Ending Stock Price minus the applicable Beginning Stock Price, divided by (ii) the

applicable Beginning Stock Price as shown below.

Total Stockholder    =    Ending Stock Price – Beginning Stock Price

    Return (“TSR”)            Beginning Stock Price

“Beginning Stock Price” with respect to any company means the average Split Adjusted closing price of such stock as reported on the New York Stock Exchange (or main listed exchange if not traded on the NYSE) during the month of December immediately prior to the first day of the Performance Period.

“Ending Stock Price” with respect to any company means the average Split Adjusted closing price of such stock as reported on the New York Stock Exchange (or main listed exchange if not traded on the NYSE) during the month of December immediately prior to the end of the Performance Period.

Finally, “Split Adjusted” closing prices will be adjusted for corporate actions including ordinary dividends, special dividends, stock dividends and stock splits.

Following the TSR determination, the Company’s Percentile Rank shall be determined as follows:

Percentile Rank		Company Rank minus one
	=	Total Number of Companies in the Peer Group

Company Rank shall be determined by listing, from highest TSR to lowest TSR, each company in the Peer Group plus the Company and counting up from the company with the lowest TSR.

The percent of the Target Number of Performance Stock Units specified in clause (a) under “Grant Information – Target Number of Performance Stock Units” earned under the Total Stockholder Return Performance Measure shall then be determined based on the following chart:

4887-3560-8925.2

Exhibit 10.3

Company’s Percentile Rank	Percent of Target Number of Performance Stock Units Earned
75th and above 55th 25th Below 25th	200% 100%  50%  0%

Interpolation shall be used to determine the percent of Target Number of Performance Stock Units earned in the event the Company’s Percentile Rank does not directly equal one of the ranks listed in the above chart.

Notwithstanding the above determination of units earned, in the event that the Company’s Total Stockholder Return is negative, the Percent of Target Number of Performance Stock Units earned will be limited to 100%.

(b)The number of Performance Stock Units specified in clause (b) under “Grant Information – Target Number of Performance Stock Units” to be earned under this Agreement shall be based upon the Company’s Relative Revenue Growth. For this purpose, Relative Revenue Growth is defined as the percentage by which the Company’s annual percentage change in revenue, excluding the impact of changes in foreign currency exchange rates and merger, acquisition and divestiture activity, for the Performance Period exceeds the annual percentage change in the market for the Performance Period.

The percentage change in the market will be calculated by determining the change in vehicle production over the Performance Period among the passenger car and on-highway commercial vehicle markets across the geographic markets of North America, Europe, China and Rest-of-World in proportion to the Company’s revenue distribution at the end of the Performance Period across those same geographic market segments.

The percent of the Target Number of Performance Stock Units specified in (b) earned under the Relative Revenue Growth Performance Measure shall then be determined based on the following chart:

BWA revenue growth above market growth over the Performance Period	Percent of Target Number of Performance Stock Units Earned
3.0% and above	200%
2.0%	100%
1.0%	50%
Less than 1.0%	0%

Interpolation shall be used to determine the percent of Target Number of Performance Stock Units earned in the event the Company’s change in revenue above the percentage

4887-3560-8925.2

Exhibit 10.3

change in the vehicle market does not exactly equal one of the percentages listed in the above chart.

(c)The number of Performance Stock Units specified in clause (c) under “Grant Information – Target Number of Performance Stock Units” to be earned under this Agreement shall be based upon the Company’s Cumulative Adjusted Earnings per Share calculated by adding the Adjusted Earnings per Share for fiscal years 2026, 2027 and 2028 together.

Adjusted Earnings Per Diluted Share is defined as net earnings attributable to BorgWarner Inc. adjusted to (a) eliminate the impact of restructuring expense; merger, acquisition and divestiture expense; other net expenses; discontinued operations; other gains and losses not reflective of the Company’s ongoing operations; and related tax effects; divided by (b) the weighted average shares of common stock outstanding, including dilutive shares.

The percent of the Target Number of Performance Stock Units specified in (c) earned under the Cumulative Adjusted Earnings Per Share metric shall then be determined based on the following chart:

2026 to 2028 Cumulative Adjusted EPS	Percent of Target Number of Performance Stock Units Earned
≥ $17.50	200%
$16.00	100%
$14.50	50%
< $14.50	0%

Interpolation shall be used to determine the percent of Target Number of Performance Stock Units earned in the event the Company’s Cumulative Adjusted Earnings Per Share does not exactly equal one of the dollar amounts listed in the above chart.

2.Form and Timing of Payment of Performance Stock Units. The Company shall deliver to the Employee one Share in settlement of each earned Performance Stock Unit. At the end of the Performance Period, the Committee shall determine, in its sole discretion, the number of Performance Stock Units that have been earned based on the achievement of the Performance Goals described in Section 1 of this Agreement. Except as otherwise provided in Section 4, payment shall be made as soon as administratively practicable in the year after the year in which the Performance Period ends, but in any event, no later than March 15 of the year following the year in which the Performance Period ends. Until settlement, the Performance Stock Units shall represent a mere unfunded promise to pay and shall not require the segregation of any Company assets.

3.Termination of Employment. Except as otherwise provided in this Section 3 or Section 4 or as otherwise determined by the Committee in its sole discretion, the Employee shall be eligible for payment of earned Performance Stock Units, as specified in Section 2, only if the Employee’s

4887-3560-8925.2

Exhibit 10.3

employment with the Company continues through the end of the Performance Period and the Employee does not give notice of the Employee’s voluntary Termination of Employment on or before the end of the Performance Period. Notwithstanding the foregoing, except as otherwise determined by the Committee, in its sole discretion, at the time of the Employee’s Termination of Employment, the following provisions shall apply.

(a)Termination for Cause. If the Employee experiences a Termination of Employment for Cause at any time prior to the payment of Shares in settlement of this Award, then the Employee shall forfeit any rights under this Award, including, for the avoidance of doubt, rights with respect to any earned Performance Stock Units.

(b)Death, Disability, Retirement, or Involuntary Termination without Cause. If the Employee experiences a Termination of Employment prior to the end of the Performance Period due to the Employee’s death, Disability, Retirement or involuntary termination without Cause, the Committee at its sole discretion, may waive the requirement that the participant must be employed by the Company through the end of the Performance Period. In such case, the Employee shall be eligible for all or a proportion of the Performance Stock Units earned (determined at the end of the Performance Period and based on actual results). Such proportion shall be calculated as follows, rounded down to the nearest whole number: (i) the total number of Performance Stock Units that the Employee would have earned absent the Employee’s Termination of Employment, calculated according to Section 1 of this Agreement multiplied by (ii) a fraction, the numerator of which equals the total number of full months that the Employee was employed during the Performance Period, and the denominator of which equals the total number of full months during the Performance Period.

(c)Effective Date of Termination of Employment. For purposes of this Agreement, any Termination of Employment shall be effective as of the earlier of (1) the date that the Company receives the Employee’s notice of resignation of employment, or (2) the date that the Employee ceases to actively provide services. In connection with the foregoing, the applicable termination date shall not be extended by any notice period mandated under local law (e.g., “garden leave” or similar period pursuant to local law), and the Company shall have the exclusive discretion to determine when the Employee is no longer actively providing services for purposes of the Performance Stock Units. Notwithstanding the foregoing, the Employee will be deemed to have experienced a Termination of Employment upon the Employee’s “separation from service” within the meaning of Section 409A of the Code to the extent this Award is subject to Section 409A of the Code.

Change in Control. In the event of a Change in Control, this Award shall be treated in accordance with Section 15 of the Plan, provided, however, that for purposes of Section 15.1(a)(5) of the Plan, the Employee will be considered to have terminated the Employee’s employment or service for “Good Reason” if the Employee’s termination either (a) meets the requirements set forth in Exhibit B attached to this Agreement or (b) constitutes a “Good Reason” termination under the Employee’s employment, retention, change in control, severance or similar agreement with the successor, purchaser, the Company, or any Affiliate thereof, if any.

4887-3560-8925.2

Exhibit 10.3

4.Stockholder Rights; Dividend Equivalents.

a.No Stockholder Rights. Prior to the actual delivery of Shares to the Employee in settlement of the Performance Stock Units awarded and vested hereunder (if any), the Employee shall have no rights as a stockholder with respect to the Performance Stock Units or any underlying Shares, including but not limited to voting or dividend rights.

b.Dividend Equivalents. If the Company pays any cash or other dividend or makes any other distribution in respect of the Stock after the Grant Date and before the Performance Stock Units are settled in accordance with Section 2 of this Agreement, the Employee’s Performance Stock Units account shall be credited with an additional number of Performance Stock Units determined by multiplying (i) the number of Performance Stock Units credited to the Employee on the dividend record date by (ii) the dividend paid on each Share, dividing the result of such multiplication by (iii) the Fair Market Value of a Share on the dividend payment date, and (iv) rounding the result to the nearest Performance Stock Unit. Credits shall be made effective as of the date of the dividend or other distribution in respect of the Stock. Dividend equivalents credited to the Employee’s account shall be subject to the same restrictions as the Performance Stock Units in respect of which the dividends or other distribution were credited, including, without limitation, the Award’s vesting conditions, performance goals and distribution and forfeiture provisions.

5.Tax and Social Insurance Contributions Withholding. Regardless of any action the Company and/or the Employer take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility, and the Company and the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Units, including the grant of the Performance Stock Units, the vesting or earning of the Performance Stock Units, the subsequent sale of any Shares acquired pursuant to the Performance Stock Units and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Performance Stock Units to reduce or eliminate the Employee’s liability for Tax-Related Items.

In connection with the delivery of Shares upon the earning (or vesting, as applicable) of the Performance Stock Units, if any taxing jurisdiction requires withholding of Tax-Related Items, the Company may withhold a sufficient number of whole Shares otherwise issuable upon the earning (or vesting, as applicable) of the Performance Stock Units that have an aggregate Fair Market Value not to exceed the maximum statutory Tax-Related Items required to be withheld with respect to the Shares. The cash equivalent of the Shares withheld will be used to settle the obligation to withhold the Tax-Related Items (determined by reference to the Fair Market Value of the Stock on the applicable vesting date). No fractional Shares will be withheld or issued pursuant to the grant of the Performance Stock Units and the issuance of Stock hereunder. Alternatively, the Company and/or the Employer, or their respective agents, in their sole discretion and pursuant to such procedures as they may specify from time to time, may satisfy their withholding obligations or rights with regard to all Tax-Related Items, if any, by one or a combination of (i) withholding any amount necessary to pay the Tax-Related Items from the Employee’s salary/wages or other amounts payable to the Employee, with no withholding in

4887-3560-8925.2

Exhibit 10.3

Shares, (ii) requiring the Employee to remit to the Company an amount of cash sufficient to satisfy withholding relating to Tax-Related Items, or (iii) any other method determined by the Company and permitted under applicable law.

In the event the withholding requirements are not satisfied through the withholding of Shares or through the withholding from the Employee’s salary/wages or other amounts payable to the Employee, no Shares will be issued upon vesting of the Performance Stock Units unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-Related Items which the Company and/or the Employer determine, in its sole discretion, must be withheld or collected with respect to such Performance Stock Units. If the Employee is subject to taxation in more than one jurisdiction, the Employee acknowledges that the Company, the Employer or another subsidiary or Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting this grant of Performance Stock Units, the Employee expressly consents to the withholding of Shares and/or the withholding of amounts from the Employee's salary/wages or other amounts payable to the Employee as provided for hereunder. All other Tax-Related Items related to the Performance Stock Units and any Stock delivered in payment thereof are the Employee’s sole responsibility.

6.Acquisition of Shares for Investment Purposes Only. By accepting this Award, the Employee hereby agrees with the Company as follows:

(a)The Employee shall acquire the Shares issuable with respect to the Performance Stock Units granted hereunder for investment purposes only and not with a view to resale or other distribution thereof to the public in violation of the Securities Act of 1933, as amended (the “1933 Act”), and shall not dispose of any such Shares in transactions which, in the opinion of counsel to the Company, violate the 1933 Act, or the rules and regulations thereunder, or any applicable state securities or “blue sky” laws.

(b)If any Shares acquired with respect to the Performance Stock Units shall be registered under the 1933 Act, no public offering (otherwise than on a national securities exchange, as defined in the Exchange Act) of any such Shares shall be made by the Employee (or any other person) under such circumstances that he or she (or any other person) may be deemed an underwriter, as defined in the 1933 Act; and

(c)The Company shall have the authority to include stop-transfer orders, legends or other restrictions relating to the Shares covered by this Agreement referring to the foregoing.

7.Data Privacy. The Company is located at 3850 Hamlin Rd., Auburn Hills, Michigan 48326, United States of America, and grants Stock Units under the Plan to employees of the Company and its Subsidiaries in its sole discretion. In connection with the grant of Stock Units under the Plan and the ongoing administration of such awards, the Company will collect, use, disclose, and otherwise process certain personal data relating to the Employee for purposes that include equity award administration, compliance with applicable legal and regulatory requirements, and the operation of the Company’s global compensation and benefits programs.

Such processing is carried out in accordance with applicable data protection laws and, where relevant, on the basis that it is necessary for the performance of this agreement and/or compliance with legal obligations. Additional information regarding the Company’s personal data

4887-3560-8925.2

Exhibit 10.3

processing practices, including cross border transfers and the Employee’s rights under applicable law, is available in the applicable BorgWarner Data Privacy Notices, including the BorgWarner EEA Privacy Notice, BorgWarner Brazil Privacy Notice, BorgWarner Mexico Privacy Notice, and BorgWarner China Privacy Notice, as applicable to the Employee. The Data Privacy Notices are located at Global Data Privacy - Documents - Data Privacy Policies - All Documents.

8.Nature of Grant

(a)No Right to Continued Employment. Nothing contained in the Plan or this Agreement shall confer upon the Employee any right to continued employment nor shall it interfere in any way with the right of the Employer to terminate the employment of the Employee at any time.

(b)Discretionary Nature of Plan; No Right to Additional Awards. The Employee acknowledges and agrees that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of an Award under the Plan is a one-time benefit and does not create any contractual or other right to receive an Award or benefits in lieu of an Award. Future Awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of an award, the number of Shares subject to the award, and the vesting provisions.

(c)Exclusivity of Employee Rights. The Plan is operated and the Performance Stock Units are granted solely by the Company and its Affiliates are not a party to this Agreement; accordingly, any rights the Employee may have under this Agreement, including any rights related to the issuance of Shares pursuant to the Performance Stock Units, may be raised exclusively against the Company but not any Affiliate (including, but not limited to, the Employer);

(d)Termination Indemnities. The value of this Award is an extraordinary item of compensation outside the scope of the Employee’s employment contract, if any. As such, Awards are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

No Claim or Entitlements. In consideration of the award of the Performance Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Performance Stock Units or diminution in value of the Performance Stock Units, or Shares issued through the settlement of the Performance Stock Units, resulting from termination of the Employee’s employment or continuous service with the Company or any Affiliate (for any reason whatsoever, whether or not later found to be invalid or in breach of applicable labor laws of the jurisdiction where the Employee is employed or the terms of the Employee’s employment agreement, if any), and in consideration of the grant of the Performance Stock Units, the Employee agrees not to institute any claim against the Company or any Affiliate; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting this Award, the Employee shall be deemed to have irrevocably waived the Employee’s entitlement to pursue or seek remedy for any such claim.

4887-3560-8925.2

Exhibit 10.3

(e)No Liability for F/X Fluctuations. Neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the U.S. Dollar that may affect the value of the Performance Stock Units or of any amounts due to the Employee pursuant to the settlement of the Performance Stock Units or the subsequent sale of any Shares acquired upon settlement.

9.Miscellaneous.

(a)Non-transferability. This Award may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or as otherwise permitted by the Company, and shall not be subject to execution, attachment or similar process. In addition, by accepting this Award, the Employee agrees not to sell any Shares acquired under this Award other than as set forth in the Plan and at a time when applicable laws, Company policies or an agreement between the Company and its underwriters do not prohibit a sale.

(b)Notices. Any written notice required or permitted under this Agreement shall be deemed given when delivered personally, as appropriate, either to the Employee or to the Executive Compensation Department of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed, as appropriate, either to the Employee at his or her address in the Company’s records or such other address as he or she may designate in writing to the Company, or to the Attention: Executive Compensation, BorgWarner Inc., at its headquarters office or such other address as the Company may designate in writing to the Employee. Notice also may be given under this Agreement to the Employee by the Company by electronic means, including e-mail or through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

(c)Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

(d)Governing Law. The Award made and actions taken under the Plan and this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without taking into account its conflict of laws provisions.

(e)Provisions of Plan. This Awards is granted pursuant to the Plan, and this Award and this Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Agreement solely by reference or expressly cited herein. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Employee. If there is any conflict between the terms of this Agreement and the terms of the Plan, other than with respect to any provisions relating to Termination of Employment or Change in Control, the Plan’s terms shall supersede and replace the conflicting terms of this Agreement to the minimum extent necessary to resolve the conflict. Notwithstanding any terms of the Plan to the contrary,

4887-3560-8925.2

Exhibit 10.3

the termination provisions of Section 3 and the change in control provision of Section 4 of this Agreement control.

(f)Section 16 Compliance. To the extent it is necessary to comply with, or to avoid disgorgement of profits under, the short-swing matching rules of Section 16 of the Exchange Act, the Employee shall not sell or otherwise dispose of the Shares issued as payment for any earned Performance Stock Units.

(g)409A Six Month Delay. If the Employee is a “specified employee” within the meaning of Section 409A of the Code at the time of the Employee’s Termination of Employment, then any payment made to the Employee as a result of such Termination of Employment shall be delayed for six (6) months following the Employee’s termination to the extent required by Section 409A of the Code.

(h)Acceptance of Award. By accepting this Award, the Employee agrees to accept all of the terms and conditions of the Award, as set forth in this Agreement and in the Plan. This Agreement shall not be effective if a copy of this Agreement is not signed by the Employee and returned to the Company (unless the Employee accepts this award in an alternative means approved by the Company, which may include electronic acceptance) within ninety (90) days of the Grant Date.If the Employee does not sign (or accept using alternative means approved by the Company) this Agreement within ninety (90) days from the Grant Date, the Company will cancel the Award without any requirement to provide notice to the Employee. It is solely the Employee’s responsibility to accept the Award.

(i)Binding Effect. Subject to the limitations stated above, this Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, legal representatives, successors, and assigns.

(j)Amendment of the Agreement. Except as otherwise provided in the Plan, the Company and the Employee may amend this Agreement only by a written instrument signed by both parties.

(k)Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute but one Agreement.

(l)Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Award by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

(m)Entire Agreement; Headings. This Agreement is the entire agreement between the parties hereto, and all prior oral and written representations are merged into this Agreement. The headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof.

Year. All references to “year” in this Agreement refer to the calendar year, unless otherwise stated.

4887-3560-8925.2

Exhibit 10.3

(n)Private Placement. The grant of the Performance Stock Units outside of the United States is not intended to be a public offering of securities in the Employee’s country of residence (or country of employment, if different) but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Performance Stock Units is not subject to the supervision of the local securities authorities.

(o)EU Age Discrimination. For purposes of this Agreement, if the Employee is a local national of and employed in a country that is a member of the European Union, the grant of the Performance Stock Units and the terms and conditions governing the Award are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any provision of the Award is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(p)Repatriation; Compliance with Laws. The Employee agrees, as a condition of the grant of the Performance Stock Units, to repatriate all payments attributable to the Performance Stock Units and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale of the Stock acquired pursuant to the Performance Stock Units) in accordance with all foreign exchange rules and regulations applicable to the Employee. In addition, the Employee also agrees to take any and all actions, and consents to any and all actions taken by the Company and its subsidiaries and Affiliates, as may be required to allow the Company and its subsidiaries and Affiliates to comply with all applicable laws, rules and regulations. Finally, the Employee agrees to take any and all actions as may be required to comply with the Employee’s personal legal and tax obligations under all applicable laws, rules and regulations.

(q)Insider Trading/Market Abuse Laws. By accepting the Performance Stock Units, the Employee acknowledges that the Employee is bound by all the terms and conditions of any Company insider trading policy as may be in effect from time to time. The Employee further acknowledges that, depending on the Employee’s country of employment (and country of residence, if different), the Employee may be or may become subject to insider trading restrictions and/or market abuse laws, which may affect the Employee’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Performance Stock Units) or rights linked to the value of Shares under the Plan during such times as the Employee is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Employee placed before the Employee possessed inside information. Furthermore, the Employee could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any Company insider trading policy as may be in effect from time to time. The Employee

4887-3560-8925.2

Exhibit 10.3

acknowledges that it is the Employee’s personal responsibility to comply with any applicable restrictions, and the Employee should speak to the Employee’s personal advisor on this matter.

(r)Foreign Asset/Account Reporting and Exchange Controls. The Employee’s country of residence (and country of employment, if different) may have certain exchange control and/or foreign asset/account reporting requirements which may affect the Employee’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares or sale proceeds resulting from the sale of Shares) in a brokerage or bank account outside the Employee’s country of residence (and country of employment, if different). The Employee may be required to report such accounts, assets or transactions to the tax or other authorities in the Employee’s country of residence (and country of employment, if different).The Employee may be required to repatriate sale proceeds or other funds received as a result of the Employee’s participation in the Plan to the Employee’s country of residence (and country of employment, if different) through a designated bank or broker within a certain time after receipt. The Employee acknowledges that it is the Employee’s personal responsibility to comply with any applicable rules and regulations, and the Employee should consult with the Employee’s personal advisors.

10.English Language. The Employee acknowledges and agrees that it is the Employee’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Performance Stock Units, be drawn up in English. If the Employee has received this Agreement, the Plan or any other documents related to the Performance Stock Units translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

11.Additional Requirements. The Company reserves the right to impose other requirements on the Performance Stock Units, any Shares acquired pursuant to the Performance Stock Units, and the Employee’s participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Performance Stock Units and the Plan. Such requirements may include (but are not limited to) requiring the Employee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

Addendum. Notwithstanding any provisions herein to the contrary, the Performance Stock Units shall be subject to any special terms and conditions for the Employee’s country of residence (and country of employment, if different), as may be set forth in an addendum to this Agreement (the “Addendum”). Further, if the Employee transfers the Employee’s residence and/or employment to another country reflected in an Addendum, the special terms and conditions for such country will apply to the Employee to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Performance Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Employee’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.

4887-3560-8925.2

Exhibit 10.3

12.Recoupment. The Performance Stock Units granted pursuant to this Agreement are subject to the terms of the Company’s recoupment policy(ies) in the form approved by the Committee from time to time (including any successor(s) thereto, the “Policy”) and to the terms required by applicable law; and the terms of the Policy and such applicable law are incorporated by reference herein and made a part hereof. For purposes of the foregoing, the Employee expressly and explicitly authorizes the Company to issue instructions, on the Employee’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Shares and other amounts acquired pursuant to the Employee’s Performance Stock Units, to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Policy. To the extent that this Agreement and the Policy conflict, the terms of the Policy shall prevail.

IN WITNESS WHEREOF, BORGWARNER INC. and the Employee have executed this Agreement to be effective as of the Grant Date.

BORGWARNER INC.

By:        

Title:    Chief Executive Officer

I acknowledge receipt of a copy of the Plan (either as an attachment hereto or that has been previously received by me) and that I have carefully read this Agreement, the Addendum and the Plan. I agree to be bound by all of the provisions set forth in this Agreement, the Addendum and the Plan.

Date        Employee

4887-3560-8925.2

Exhibit A

To Performance Stock Units Agreement

Performance Peer Group

The following companies represent the Peer Group for purposes of the Total Stockholder Return measure for the 2026-2028 performance period:

Allison Transmission Holdings, Inc.	Dorman Products, Inc.	Lear Corporation
American Axle & Manufacturing Holdings, Inc.	Fox Factory Holding Corp.	Magna International, Inc.
Aptiv PLC	Gentex Corporation	Modine Manufacturing Company
Autoliv, Inc.	Gentherm, Inc.	Standard Motor Products, Inc.
Commercial Vehicle Group, Inc.	Honeywell International, Inc.	Stoneridge, Inc.
Cooper-Standard Holdings, Inc.	Illinois Tool Works, Inc.	Strattec Security Corporation
Dana, Inc.	LCI Industries	Visteon Corporation

4887-3560-8925.2

Exhibit B

To Performance Stock Units Agreement

Definition of “Good Reason”

For purposes of Section 4 of the Agreement, the Employee will be treated as having terminated the Employee’s employment for “Good Reason” if, after a Change in Control, the Employee terminates employment after any of the following events occurs:

a)the assignment to the Employee of any duties inconsistent in any respect with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of the date of the Change in Control or any higher position, authority, duties or responsibilities assigned to the Employee after the date of the Change in Control, or any other diminution in the Employee’s position, authority, duties or responsibilities (whether or not occurring solely as a result of the Company’s ceasing to be a publicly traded entity), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; or

b)any failure by the Company to:

1.pay the Employee an annual base salary at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Employee by the Company and its Affiliates in respect of the twelve-month period immediately preceding the month in which the Change in Control occurs; or

2.provide the Employee, for each fiscal year ending prior to the second anniversary of the effective date of the Change in Control, an annual bonus (the “Annual Bonus”) opportunity at least equal to the Employee’s average of the bonuses paid or payable under the Company’s Management Incentive Bonus Plan, or any comparable annual bonus under any predecessor or successor plan, in respect of the last three full fiscal years prior to the date of the Change in Control (or, if the Employee was first employed by the Company after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the date of the Change in Control during which the Employee was employed by the Company, with such bonus being annualized with respect to any such fiscal year if the Employee was not employed by the Company for the whole of such fiscal year),

in either case, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; or

c)the Company’s requiring the Employee, without the Employee’s consent, to:

1.be based at any office or location that is more than 35 miles from the location where the Employee was employed immediately preceding the date of the Change in Control; or

2.travel on Company business to a substantially greater extent than required immediately prior to the date of the Change in Control.

For purposes of this Agreement, any good faith determination of “Good Reason” made by the Employee shall be conclusive.

4887-3560-8925.2

EX-31.1

EXHIBIT 31.1

Certification of the Principal Executive Officer

Pursuant to 15 U.S.C. 78m(a) or 78o(d)

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Joseph F. Fadool, certify that:

1.I have reviewed this quarterly report on Form 10-Q of BorgWarner Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 6, 2026

/s/ Joseph F. Fadool

Joseph F. Fadool

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

Certification of the Principal Financial Officer

Pursuant to 15 U.S.C. 78m(a) or 78o(d)

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Craig D. Aaron, certify that:

1.I have reviewed this quarterly report on Form 10-Q of BorgWarner Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 6, 2026

/s/  Craig D. Aaron

Craig D. Aaron

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of BorgWarner Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2026 (the “Report”), each of the undersigned officers of the Company certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of such officer's knowledge:

(1)  the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 6, 2026

/s/   Joseph F. Fadool

Joseph F. Fadool

President and Chief Executive Officer

(Principal Executive Officer)

/s/   Craig D. Aaron

Craig D. Aaron

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to BorgWarner Inc. and will be retained by BorgWarner Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - shares	3 Months Ended
	Mar. 31, 2026	May 01, 2026
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2026
Document Transition Report	false
Entity File Number	1-12162
Entity Registrant Name	BORGWARNER INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3404508
Entity Address, Address Line One	3850 Hamlin Road,
Entity Address, City or Town	Auburn Hills,
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48326
City Area Code	248
Local Phone Number	754-9200
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		205,114,941
Entity Central Index Key	0000908255
Amendment Flag	false
Document Fiscal Year Focus	2026
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Common Stock, par value $0.01 per share
Document Information [Line Items]
Title of each class	Common Stock, par value $0.01 per share
Trading Symbol(s)	BWA
Name of each exchange on which registered	NYSE
1.00% Senior Notes due 2031
Document Information [Line Items]
Title of each class	1.00% Senior Notes due 2031
Trading Symbol(s)	BWA31
Name of each exchange on which registered	NYSE

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
ASSETS
Cash and cash equivalents	$ 2,110	$ 2,313
Receivables, net	3,088	2,962
Inventories	1,200	1,207
Prepayments and other current assets	344	313
Total current assets	6,742	6,795
Property, plant and equipment, net	3,259	3,330
Investments and long-term receivables	343	357
Goodwill	2,043	2,055
Other intangible assets, net	377	394
Other non-current assets	889	838
Total assets	13,653	13,769
LIABILITIES AND EQUITY
Short-term debt	5	5
Accounts payable	2,058	1,996
Other current liabilities	1,102	1,281
Total current liabilities	3,165	3,282
Long-term debt	3,876	3,894
Retirement-related liabilities	124	128
Other non-current liabilities	846	851
Total liabilities	8,011	8,155
Commitments and contingencies
Common stock	3	3
Capital in excess of par value	2,625	2,676
Retained earnings	6,777	6,570
Accumulated other comprehensive loss	(799)	(799)
Common stock held in treasury, at cost	(3,127)	(3,008)
Total BorgWarner Inc. stockholders’ equity	5,479	5,442
Noncontrolling interest	163	172
Total equity	5,642	5,614
Total liabilities and equity	$ 13,653	$ 13,769

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Income Statement [Abstract]
Net sales	$ 3,533	$ 3,515
Cost of sales	2,856	2,876
Gross profit	677	639
Selling, general and administrative expenses	328	315
Restructuring expense	18	31
Other operating (income) expense, net	(5)	17
Impairment charges	0	39
Operating income	336	237
Equity in affiliates’ earnings, net of tax	(6)	(10)
Unrealized loss on equity securities	1	0
Interest expense, net	11	12
Other postretirement expense	2	3
Earnings before income taxes and noncontrolling interest	328	232
Provision for income taxes	73	61
Net earnings	255	171
Net earnings attributable to noncontrolling interest	13	14
Net earnings attributable to BorgWarner Inc.	$ 242	$ 157
Earnings per share attributable to BorgWarner Inc. — basic (in dollar per share)	$ 1.18	$ 0.72
Earnings per share attributable to BorgWarner Inc. — diluted (in dollar per share)	$ 1.16	$ 0.72
Weighted average shares outstanding:
Basic (in shares)	205.3	217.2
Diluted (in shares)	208.3	218.1

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2026	Mar. 31, 2025
Statement of Comprehensive Income [Abstract]
Net earnings attributable to BorgWarner Inc.		$ 242	$ 157
Other comprehensive income
Foreign currency translation adjustments		(8)	59
Cash flow hedges	[1]	5	3
Postretirement defined benefit plans	[1]	3	(3)
Total other comprehensive income attributable to BorgWarner Inc.		0	59
Comprehensive income attributable to BorgWarner Inc.	[1]	242	216
Net earnings attributable to noncontrolling interest		13	14
Other comprehensive income (loss) attributable to noncontrolling interest	[1]	(1)	1
Comprehensive income		$ 254	$ 231

[1] Net of income taxes.

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
OPERATING ACTIVITIES
Net cash provided by operating activities (see Note 23)	$ 152	$ 82
INVESTING ACTIVITIES
Capital expenditures, including tooling outlays	(143)	(119)
Customer advances related to capital expenditures	4	2
Proceeds from settlement of net investment hedges, net	9	12
Proceeds from asset disposals and other, net	0	11
Net cash used in investing activities	(130)	(94)
FINANCING ACTIVITIES
Payments of notes payable	0	(5)
Repayments of debt, including current portion	(2)	(346)
Payments for purchase of treasury stock	(150)	0
Payments for stock-based compensation items	(28)	(18)
Payment for business acquired, net of cash acquired	(3)	0
Dividends paid to BorgWarner stockholders	(35)	(24)
Dividends paid to noncontrolling stockholders	0	(4)
Net cash used in financing activities	(218)	(397)
Effect of exchange rate changes on cash	(7)	22
Net decrease in cash, cash equivalents and restricted cash	(203)	(387)
Cash and cash equivalents at beginning of year	2,313	2,094
Cash, cash equivalents and restricted cash at end of period	$ 2,110	$ 1,707

XML

BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements of BorgWarner Inc. and Consolidated Subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of financial position, results of operations and cash flow activity required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments necessary for a fair statement of results have been included. Certain prior period amounts have been reclassified to conform to the current period presentation. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The balance sheet as of December 31, 2025 was derived from the audited financial statements as of that date. For further information, refer to the Consolidated Financial Statements and Footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and accompanying notes, as well as the amounts of revenues and expenses reported during the periods covered by those financial statements and accompanying notes. Actual results could differ from these estimates.

XML

NEW ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Mar. 31, 2026

Accounting Standards Update and Change in Accounting Principle [Abstract]

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Standards

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Updates (“ASU”) No. 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The standard provides entities with a practical expedient and accounting policy election when estimating expected credit losses on current accounts receivable and current contract assets arising from transactions under FASB Accounting Standards Codification Topic 606, “Revenue From Contracts With Customers”, including assets acquired in business combinations. This guidance is effective for annual reporting periods beginning after December 15, 2025 including interim reporting periods within those annual reporting periods. The Company adopted this guidance prospectively and elected to apply the practical expedient for current accounts receivable and current contract assets. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements for the three months ended March 31, 2026.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” It requires entities to disclose, in the notes to financial statements, specified information related to certain costs and expenses disaggregated by type. The standard improves transparency by providing more detailed information about the components of costs and expenses that would enable investors to better understand the major components of an entity’s income statement by referencing specific disclosures in the notes to financial statements. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within fiscal years beginning after

December 15, 2027. The Company does not expect this guidance to have a material impact on its Consolidated Financial Statements other than related incremental disclosures.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal Use Software.” The standard modernizes and simplifies guidance for internal-use software costs. This guidance is effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual reporting periods. The Company is evaluating the impact of this guidance on its Consolidated Financial Statements.

In December 2025, the FASB issued ASU No. 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities.” The standard provides comprehensive recognition, measurement, and presentation guidance for monetary and tangible non-monetary government grants received by business entities. This guidance is effective for annual reporting periods beginning after December 15, 2028, including interim reporting periods within those annual reporting periods. The Company is evaluating the impact of this guidance on its Consolidated Financial Statements.

In December 2025, the FASB issued ASU No. 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” The standard clarifies the application of interim reporting guidance and reorganizes existing disclosures. This guidance is effective for interim reporting periods beginning after December 15, 2027. The Company does not expect this guidance to have a material impact on its Consolidated Financial Statements.

XML

ACQUISITIONS AND DISPOSITIONS

3 Months Ended

Mar. 31, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITIONS AND DISPOSITIONS

ACQUISITIONS AND DISPOSITIONS

Acquisitions

In accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations,” acquisitions are recorded using the acquisition method of accounting. The Company recognizes and measures the acquisition date fair value of the identifiable assets acquired, liabilities assumed and any non-controlling interest using a range of methodologies as indicated by generally accepted valuation practices. Various valuation techniques are used to determine the fair value of intangible assets, with the primary techniques being forms of the income approach, specifically the relief-from-royalty and multi-period excess earnings valuation methods. Under these valuation approaches, the Company is required to make estimates and assumptions from a market participant perspective and may include revenue growth rates, estimated earnings, royalty rates, obsolescence factors, contributory asset charges, customer attrition and discount rates.

Due to the insignificant size of the Company’s 2023 and 2022 acquisitions, both individually and in the aggregate, relative to the Company, supplemental pro forma financial information for the current and prior reporting periods is not provided.

Hubei Surpass Sun Electric Charging Business

On March 1, 2023, the Company completed its acquisition of 100% of the electric vehicle solution, smart grid and smart energy businesses (“SSE”) of Hubei Surpass Sun Electric, pursuant to an Equity Transfer Agreement. The acquisition was expected to complement the Company’s existing European and North American charging footprint by adding a presence in China. The total consideration was ¥288 million ($42 million), including ¥268 million ($39 million) of base purchase price and ¥19 million ($3 million) of estimated earn-out payments. The Company paid ¥217 million ($31 million) of base purchase price during the year ended December 31, 2023 and ¥25 million ($4 million) during the year ended December 31, 2024. During the year ended December 31, 2025, the Company recorded a post-closing adjustment

of ¥6 million ($1 million) following the review of final closing payment details. The remaining ¥20 million ($3 million) of base purchase price was recorded in Other current liabilities in the Company’s Condensed Consolidated Balance Sheet as of December 31, 2025. In January 2026, the negotiations of the remaining ¥20 million ($3 million) of base purchase price were completed, and the Company made the final payment. In accordance with ASC Topic 230, the payment made in 2026 was classified as financing activities in the Company’s Condensed Consolidated Statement of Cash Flows, as it occurred more than three months after the acquisition closing date.

As described further below, in February 2025, the Company made the decision to exit its charging business within the reportable segment formerly called Battery & Charging Systems, which included SSE. In the first quarter of 2026, as a result of the aforementioned disposition, this reportable segment was renamed Battery Energy Systems. The name change reflects the segment’s revised focus after the divestiture. The change did not impact the composition of the segment or require recasting of prior period segment results. Prior periods continue to be presented as previously reported.

Drivetek AG

On December 1, 2022, the Company completed its acquisition of 100% of Drivetek AG (“Drivetek”), an engineering and product development company located in Switzerland. This acquisition strengthened the Company’s power electronics capabilities in auxiliary inverters, which has helped to accelerate the growth of the Company’s High Voltage eFan business. The total consideration was ₣37 million ($39 million), including ₣27 million ($29 million) of base purchase price and ₣10 million ($10 million) of estimated earn-out payments. The Company paid ₣27 million ($29 million) of base purchase price at closing. The Company’s obligation to remit up to ₣10 million ($10 million) of earn-out payments, over the three years following closing, is contingent upon achievement of estimated future sales targets associated with newly awarded business and future turnover rate targets. During the year ended December 31, 2025, the Company paid ₣2 million ($2 million) of earn-out-related amounts. During the three months ended March 31, 2026, the Company recorded a post-closing adjustment of ₣2 million ($2 million) reducing the remaining obligation to ₣1 million ($1 million) following the review of final closing payment details. In accordance with ASC Topic 805, the change in estimate was recorded in Other operating (income) expense, net in the Company’s Condensed Consolidated Statements of Operations. The remaining balance was included in Other current liabilities in the Company’s Condensed Consolidated Balance Sheet and is payable before June 30, 2026.

Dispositions

Exit of Charging Business

In February 2025, the Company decided to exit its charging business within the Battery Energy Systems reportable segment. This decision was made following the Company’s continuing evaluation of its product portfolio and future investments.

The majority of the charging business related to the SSE business, which was marketed for sale and met the criteria to be reported as held-for-sale as of March 31, 2025. During the three months ended March 31, 2025, the Company recorded a charge of $19 million related to the estimated loss on the sale of the SSE business. The Company’s exit of its charging business did not meet the criteria for presentation as a discontinued operation.

During the three months ended March 31, 2025, the Company recorded charges of $26 million related to the exit of its charging business within the Battery Energy Systems reportable segment. These charges include the previously mentioned $19 million estimated loss on the sale of the SSE business, which was recorded in Other operating expense, net, and the write off of $7 million of inventory, which was recorded in Cost of sales in the Condensed Consolidated Statements of Operations. In addition, the Company recorded charges totaling $39 million during the three months ended March 31, 2025, which included impairments of intangible assets, goodwill and fixed assets of $22 million, $13 million and $4 million, respectively. Refer to Note 11, “Goodwill and Other Intangibles,” to the Condensed Consolidated Financial Statements for more information.

PHINIA, Inc.

On July 3, 2023, BorgWarner completed the spin-off (“Spin-Off”) of its Fuel Systems and Aftermarket segments in a transaction intended to qualify as tax free to the Company’s stockholders for U.S. federal income tax purposes, which was accomplished by the distribution of 100% of the outstanding common stock of PHINIA, Inc. (“PHINIA”) to holders of record of common stock of the Company on a pro-rata basis.

In connection with the Spin-Off, the Company entered into several agreements with PHINIA on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with PHINIA after the Spin-Off, including a separation and distribution agreement, an employee matters agreement, a tax matters agreement, an intellectual property cross-license agreement and a transition services agreement through which the Company and PHINIA continued to provide certain services to each other following the Spin-Off. In December 2024, the Company and PHINIA executed an amendment to the original transition services agreement to extend certain engineering services until September 30, 2025. The transition services agreement expired and all related services ended on September 30, 2025. On October 15, 2025, the Company entered into a settlement agreement with PHINIA, and in connection with the settlement agreement, the Company and PHINIA also entered into an amended and restated tax matters agreement that, among other things, limits the Company’s responsibility to certain defined tax obligations.

Refer to Note 20, “Contingencies” to the Condensed Consolidated Financial Statements for more information.

XML

REVENUE FROM CONTRACTS WITH CUSTOMERS

3 Months Ended

Mar. 31, 2026

Revenue from Contract with Customer [Abstract]

REVENUE FROM CONTRACTS WITH CUSTOMERS

REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company manufactures and sells products, primarily to OEMs of light vehicles and, to a lesser extent, to other OEMs of commercial vehicles and off-highway vehicles, to certain tier one vehicle systems suppliers and into the aftermarket. The Company’s payment terms are based on customary business practices and vary by customer type and products offered. The Company has evaluated the terms of its arrangements and determined that they do not contain significant financing components.

Generally, revenue is recognized upon shipment or delivery; however, a limited number of the Company’s customer arrangements for its highly customized products with no alternative use provide the Company with the right to payment during the production process. As a result, for these limited arrangements, revenue is recognized as goods are produced and control transfers to the customer using the input cost-to-cost method. The Company recorded a contract asset of $15 million at both March 31, 2026 and December 31, 2025, for these arrangements. These amounts are reflected in Prepayments and other current assets in the Company’s Condensed Consolidated Balance Sheets.

In limited instances, certain customers have provided payments in advance of receiving related products, typically at the onset of an arrangement prior to the beginning of production. As of March 31, 2026, these

contract liabilities are reflected as Other current liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets and were $1 million and $2 million, respectively. As of December 31, 2025, Other current liabilities and Other non-current liabilities were each $1 million. These amounts are reflected as revenue over the term of the arrangement (typically three to seven years) as the underlying products are shipped and represent the Company’s remaining performance obligations as of the end of the period.

The Company continually seeks business development opportunities and, at times, provides customer incentives for new program awards. When the Company determines that the payments are incremental and incurred only if the new business is obtained and expects to recover these amounts from the customer over the term of the new business arrangement, the Company capitalizes these amounts. As of March 31, 2026 and December 31, 2025, the Company recorded customer incentive payments of $13 million and $7 million, respectively, in Prepayments and other current assets, and $31 million and $22 million, respectively, in Other non-current assets on the Condensed Consolidated Balance Sheets. The Company evaluates the amounts capitalized each period end for recoverability and writes off any amounts that are no longer expected to be recovered over the term of the business arrangement.

The Company’s products can be disaggregated by two types: eProducts and Foundational products. eProducts include all products utilized on or for electric vehicles (“EVs”) plus those same products and components that are included in hybrid powertrains whose underlying technologies are adaptable or applicable to those used in or for EVs. Foundational products include all products utilized on internal combustion engines plus those same products and components that are also included in hybrid powertrains. The following table represents a disaggregation of revenue from contracts with customers by Foundational products and eProducts for the three months ended March 31, 2026 and 2025.

	Three Months Ended March 31,
(in millions)	2026		2025
Foundational products	$	2,936	$	2,878
eProducts	597		637
Total	$	3,533	$	3,515

The following tables represent a disaggregation of revenue from contracts with customers by reportable segment and region. Refer to Note 22, “Reportable Segments,” to the Condensed Consolidated Financial Statements for more information.

	Three Months Ended March 31, 2026
(in millions)	Turbos & Thermal Technologies		Drivetrain & Morse Systems		PowerDrive Systems		Battery Energy Systems		Total
North America	$	344	$	543	$	80	$	44	$	1,011
Europe	719		353		219		50		1,341
Asia	303		522		282		—		1,107
Other	66		—		—		8		74
Total	$	1,432	$	1,418	$	581	$	102	$	3,533
	Three Months Ended March 31, 2025
(in millions)	Turbos & Thermal Technologies		Drivetrain & Morse Systems		PowerDrive Systems		Battery Energy Systems		Total
North America	$	352	$	487	$	83	$	47	$	969
Europe	737		325		159		96		1,317
Asia	302		544		313		2		1,161
Other	63		—		—		5		68
Total	$	1,454	$	1,356	$	555	$	150	$	3,515

XML

RESTRUCTURING

3 Months Ended

Mar. 31, 2026

Restructuring and Related Activities [Abstract]

RESTRUCTURING

RESTRUCTURING

The Company undertakes restructuring activities, as necessary, to execute management’s strategy and streamline operations, consolidate and take advantage of available capacity and resources and ultimately achieve net cost reductions. Restructuring activities include efforts to integrate and rationalize the Company’s business and to relocate operations to best-cost locations.

The Company’s restructuring expenses consist primarily of employee termination benefits (principally severance and/or termination benefits) and other costs, which are primarily professional fees and costs related to facility closures and exits.

The following tables display the Company’s restructuring expense by reportable segment:

	Three Months Ended March 31, 2026
(in millions)	Turbos & Thermal Technologies		Drivetrain & Morse Systems		PowerDrive Systems		Battery Energy Systems		Corporate		Total
Employee termination benefits	$	6	$	1	$	—	$	4	$	2	$	13
Other	3		3		(1)		—		—		5
Total restructuring expense	$	9	$	4	$	(1)	$	4	$	2	$	18
	Three Months Ended March 31, 2025
(in millions)	Turbos & Thermal Technologies		Drivetrain & Morse Systems		PowerDrive Systems		Battery Energy Systems		Corporate		Total
Employee termination benefits	$	5	$	—	$	8	$	6	$	1	$	20
Other	2		1		8		—		—		11
Total restructuring expense	$	7	$	1	$	16	$	6	$	1	$	31

The following table displays rollforwards of the restructuring liability recorded within the Company’s Condensed Consolidated Balance Sheets and the related cash flow activity:

(in millions)	Employee Termination Benefits		Other		Total
Balance at January 1, 2026	$	42	$	12	$	54
Restructuring expense, net	13		5		18
Cash payments	(17)		(7)		(24)
Foreign currency translation adjustment and other	—		—		—
Balance at March 31, 2026	38		10		48
Less: Non-current restructuring liability	4		—		4
Current restructuring liability at March 31, 2026	$	34	$	10	$	44

2024 Structural Cost Plan In June 2024, the Company approved an approximately $75 million restructuring plan to address the cost structure in its PowerDrive Systems reportable segment due to electric vehicle adoption volatility across different regions, which could include realignment of the segment’s manufacturing footprint. During the three months ended March 31, 2026, the Company recorded a revision of previous estimates of $1 million and during the three months ended March 31, 2025, the Company recorded $16 million of restructuring costs related to this plan. Cumulatively, the Company has incurred $43 million of restructuring charges related to this plan.

2023 Structural Cost Plan In 2023, the Company announced a $130 million to $150 million restructuring plan to address structural costs primarily in its Foundational products businesses. During the three months ended March 31, 2025, the Company recorded $8 million, of restructuring costs related to this plan. Cumulatively, the Company incurred $148 million of restructuring charges related to this plan. The actions under this plan are complete.

During the three months ended March 31, 2026 and 2025, the Company recorded $19 million and $7 million, respectively, of restructuring costs for individually approved restructuring actions, as more fully described below.

Except for the described above, there have been no changes in previously initiated plans that have resulted (or are expected to result) in a material change to the Company’s restructuring costs.

The following provides details of restructuring expense incurred by the Company’s reportable segments during the three months ended March 31, 2026 and 2025, related to the plans discussed above:

Turbos & Thermal Technologies

2023 Structural Cost Plan

•During the three months ended March 31, 2025, the segment recorded $7 million of restructuring costs under this plan. These costs primarily related to $5 million of employee termination benefits and $2 million of professional fees for facilities in Europe and China.

Other Actions

•During the three months ended March 31, 2026, the segment recorded $9 million of restructuring costs for individually approved restructuring actions. These costs primarily related to $6 million of employee termination benefits and $3 million of contractual settlement expense for facilities in Europe and China.

Drivetrain & Morse Systems

Other Actions

•During the three months ended March 31, 2026, the segment recorded $4 million of restructuring costs for individually approved restructuring actions. These costs primarily related to $1 million of employee termination benefits and $3 million of equipment relocation costs for a facility in the U.S.

PowerDrive Systems

2024 Structural Cost Plan

•During the three months ended March 31, 2025, the segment recorded $16 million of restructuring costs under this plan. These costs primarily related to $8 million of employee termination benefits and $7 million of equipment relocation costs and professional fees for facilities in the U.S., Asia and Europe.

Battery Energy Systems

Other Actions

•During the three months ended March 31, 2026, the segment recorded $4 million of individually approved restructuring costs. These costs primarily related to employee termination benefits associated with an overhead cost reduction initiative in Europe.

•During the three months ended March 31, 2025, the segment recorded $6 million of individually approved restructuring costs. These costs primarily related to employee termination benefits for facilities in the U.S. and China, including the consolidation of the Company’s North American battery systems business footprint and the exit of its charging business. Refer to Note 3, “Acquisitions and Dispositions” for more information.

Corporate

Other Actions

•During the three months ended March 31, 2026, the segment recorded $2 million of individually approved restructuring costs. These costs primarily related to employee termination benefits associated with a global overhead cost reduction initiative.

Estimates of restructuring expense are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring expenses, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established accruals.

The Company continues to evaluate different options across its operations to reduce existing structural costs over the next few years. The Company will recognize restructuring expense associated with any future actions at the time they are approved and become probable or are incurred. Any future actions could result in significant restructuring expense.

XML

RESEARCH AND DEVELOPMENT COSTS

3 Months Ended

Mar. 31, 2026

Research and Development [Abstract]

RESEARCH AND DEVELOPMENT COSTS

RESEARCH AND DEVELOPMENT COSTS

The Company’s net Research & Development (“R&D”) expenditures are included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. Customer reimbursements are netted against gross R&D expenditures as they are considered a recovery of cost. Customer reimbursements for prototypes are recorded net of prototype costs based on customer contracts, typically either when the prototype is shipped or when it is accepted by the customer. Customer reimbursements for engineering services are recorded when performance obligations are satisfied in accordance with the contract. Financial risks and rewards transfer upon shipment, acceptance of a prototype component by the customer or upon completion of the performance obligation, as stated in

the respective customer agreement. The Company has contracts with several customers for R&D activities performed at its various R&D locations.

The following table presents the Company’s gross and net expenditures on R&D activities:

	Three Months Ended March 31,
(in millions)	2026		2025
Gross R&D expenditures	$	188	$	196
Customer reimbursements	(11)		(14)
Net R&D expenditures	$	177	$	182

XML

OTHER OPERATING EXPENSE, NET

3 Months Ended

Mar. 31, 2026

Other Income and Expenses [Abstract]

OTHER OPERATING EXPENSE, NET

OTHER OPERATING (INCOME) EXPENSE, NET

Items included in Other operating expense, net consist of:

	Three Months Ended March 31,
(in millions)	2026		2025
Adjustments associated with Spin-Off related balances	$	2	$	(3)
Costs to exit charging business	—		19
Loss on sale of businesses	—		1
Merger and acquisition expense, net	(2)		2
Other income, net	(5)		(2)
Other operating (income) expense, net	$	(5)	$	17

Adjustments associated with Spin-Off related balances: During the three months ended March 31, 2026 and 2025, the Company recorded expense of $2 million and income of $3 million, respectively, primarily for adjustments related to the contract manufacturing agreement with PHINIA and adjustments to net amounts owed to the Company related to the tax matters agreement between the Company and PHINIA.

Merger and acquisition expense, net: During the three months ended March 31, 2026, the Company recorded merger and acquisition income of $2 million, primarily related to a revision of the Company’s expected earn-out related to the Drivetek acquisition. Refer to Note 3, “Acquisitions and Dispositions,” to the Condensed Consolidated Financial Statements for more information. During the three months ended March 31, 2025, the Company recorded merger and acquisition expense of $2 million, primarily related to professional fees associated with specific acquisition initiatives.

Costs to exit charging business: During the three months ended March 31, 2025, the Company recorded charges of $19 million related to the exit of its charging business within its Battery Energy Systems reportable segment. Refer to Note 3, “Acquisitions and Dispositions,” and Note 11, “Goodwill and Other Intangibles,” to the Condensed Consolidated Financial Statements for more information.

XML

INCOME TAXES

3 Months Ended

Mar. 31, 2026

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Company’s provision for income taxes is based upon an estimated annual tax rate for the year applied to federal, state and foreign income. On a quarterly basis, the annual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter.

The Company’s effective tax rate for the three months ended March 31, 2026 and 2025, was 22% and 26%, respectively. During the three months ended March 31, 2026, the Company’s effective tax rate did not differ materially from the estimated annual effective tax rate. During the three months ended March 31, 2025, the Company recorded a discrete tax expense of $4 million related to net changes to valuation

allowances, a discrete tax benefit of $3 million related to the exit of the charging business and a discrete tax expense of $2 million related to various changes in filing positions for prior years.

The Company’s annual effective tax rates differ from the U.S. statutory rate primarily due to foreign rates that vary from those in the U.S., jurisdictions with pretax losses for which no tax benefit could be realized, U.S. taxes on foreign earnings, the realization of certain business tax credits (including foreign tax credits) and permanent differences between book and tax treatment for certain items (including the Foreign-Derived Intangible Income deduction and the enhanced deduction of research and development expenses in certain jurisdictions).

XML

INVENTORIES

3 Months Ended

Mar. 31, 2026

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

A summary of Inventories is presented below:

	March 31,		December 31,
(in millions)	2026		2025
Raw material and supplies	$	839	$	888
Work in progress	163		157
Finished goods	198		162
Inventories	$	1,200	$	1,207

XML

OTHER ASSETS

3 Months Ended

Mar. 31, 2026

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER ASSETS

OTHER ASSETS

Additional detail related to assets is presented below:

	March 31,		December 31,
(in millions)	2026		2025
Prepayments and other current assets:
Prepaid tooling	$	114	$	109
Prepaid taxes	104		105
Derivative instruments (Note 16)	20		18
Contract assets (Note 4)	15		15
Customer incentive payments (Note 4)	13		7
Other	78		59
Total prepayments and other current assets	$	344	$	313
Investments and long-term receivables:
Investment in equity affiliates	$	251	$	251
Investment in equity securities	58		59
Long-term receivables	34		47
Total investments and long-term receivables	$	343	$	357
Other non-current assets:
Deferred income taxes	$	564	$	556
Operating leases	184		151
Customer incentive payments (Note 4)	31		22
Derivative instruments (Note 16)	27		27
Other	83		82
Total other non-current assets	$	889	$	838

XML

GOODWILL AND OTHER INTANGIBLES

3 Months Ended

Mar. 31, 2026

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLES

GOODWILL AND OTHER INTANGIBLES

Goodwill is the excess of the purchase price over the estimated fair value of identifiable net assets acquired in business combinations. As of March 31, 2026, the Company had four reportable segments and four goodwill reporting units. During the fourth quarter of each year, the Company assesses its goodwill and indefinite-lived intangible assets assigned to each of its reporting units. In addition, the Company may test goodwill in between annual test dates if an event occurs or circumstances change that could more-likely-than-not reduce the fair value of a reporting unit below its carrying value.

During the first quarter of 2025, as a result of the Company’s plan to exit the charging business, the Company separately allocated the goodwill from its Battery Energy Systems reportable segment to the battery systems business and to the charging business on a relative fair value basis. The Company estimated the allocated fair values of the businesses from the historical reporting unit based upon the present value of their anticipated future cash flows. The estimated fair value of the charging business was determined using a cost approach. The Company’s determination of fair value involved judgment and the use of estimates and assumptions. During the three months ended March 31, 2025, the relative fair value analysis resulted in an allocation, and subsequent impairment, of $13 million related to the goodwill and $22 million related to other intangible assets allocated to the charging business. Refer to Note 3, “Acquisitions and Dispositions,” to the Condensed Consolidated Financial Statements for more information.

As a result of the Company’s annual goodwill and indefinite-lived intangible assets assessment during the fourth quarter of 2025, the Company performed a quantitative impairment assessment of the remaining Battery Energy Systems reportable segment’s goodwill after the impairment of the goodwill associated with the charging business during the first quarter of 2025. The estimated fair value of the Battery Energy Systems business was determined using an income approach. The most critical assumptions used in the calculation of the fair value of the battery systems business were projected revenue growth rates, projected operating income and discount rates. As a result, during the fourth quarter of 2025, the Battery Energy Systems recorded an incremental impairment charge of $410 million. The goodwill impairment charges related to Battery Energy Systems represent the difference between carrying value and fair value, resulting in the carrying value for this reporting unit to approximate its fair value.

The fair value of the goodwill of the Battery Energy Systems reportable segment is sensitive to differences between estimated and actual cash flows, including changes in the projected revenue, projected operating margin and discount rate used to evaluate the fair value of these assets and market multiples assumptions applied by the Company. Future changes in the judgments, assumptions and estimates from those used in valuations and goodwill impairment testing, including discount rates or future operating results and related cash flow projections, could result in significantly different estimates of the fair values in the future. An increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially affect the Company’s financial statements in any given year.

No events or circumstances were noted related to any of the Company’s reporting units in the three months ended March 31, 2026, that required additional assessment or testing.

A summary of the changes in the carrying amount of goodwill is as follows:

(in millions)	Turbos & Thermal Technologies		Drivetrain & Morse Systems		PowerDrive Systems		Battery Energy Systems		Total
Gross goodwill balance, January 1, 2026	$	1,279	$	1,132	$	468	$	678	$	3,557
Accumulated impairment losses, January 1, 2026	(502)		—		(468)		(532)		(1,502)
Net goodwill balance, January 1, 2026	$	777	$	1,132	$	—	$	146	$	2,055
Changes in goodwill during the period:
Other, primarily translation adjustment	(7)		(2)		—		(3)		(12)
Ending balance, March 31, 2026	$	770	$	1,130	$	—	$	143	$	2,043
Gross goodwill balance, March 31, 2026	1,272		1,130		468		675		3,545
Accumulated impairment losses, March 31, 2026	(502)		—		(468)		(532)		(1,502)
Net goodwill balance, March 31, 2026	$	770	$	1,130	$	—	$	143	$	2,043

The Company’s other intangible assets, primarily from acquisitions, consist of the following:

		March 31, 2026						December 31, 2025
(in millions)	Estimated useful lives (years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:
Patented and unpatented technology	5 - 15	$	335	$	213	$	122	$	338	$	210	$	128
Customer relationships	6 - 15	632		382		250		639		379		260
Miscellaneous	2 - 5	10		9		1		10		8		2
Total amortized intangible assets		977		604		373		987		597		390
Unamortized trade names		4		—		4		4		—		4
Total other intangible assets		$	981	$	604	$	377	$	991	$	597	$	394

XML

PRODUCT WARRANTY

3 Months Ended

Mar. 31, 2026

Product Warranties Disclosures [Abstract]

PRODUCT WARRANTY

PRODUCT WARRANTY

The Company provides warranties on some, but not all, of its products. The warranty terms are typically from one to three years. Provisions for estimated expenses related to product warranty are made at the time products are sold. These estimates are established using historical information about the nature, frequency and average cost of warranty claim settlements, as well as product manufacturing and industry developments and recoveries from third parties. The Company actively studies trends of warranty claims and takes action to improve product quality and minimize warranty claims. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of the Company’s warranty accrual at the time an obligation becomes probable and can be reasonably estimated. The Company believes that the warranty accrual is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the accrual. The product warranty accrual is allocated to current and non-current liabilities in the Condensed Consolidated Balance Sheets.

The following table summarizes the activity in the product warranty accrual accounts:

(in millions)	2026
Beginning balance, January 1, 2026	$	254
Provisions for current period sales	16
Adjustments of prior estimates	3
Payments	(22)
Other, primarily translation adjustment	(2)
Ending balance, March 31, 2026	$	249

The product warranty liability is classified in the Condensed Consolidated Balance Sheets as follows:

	March 31,		December 31,
(in millions)	2026		2025
Other current liabilities	$	87	$	86
Other non-current liabilities	162		168
Total product warranty liability	$	249	$	254

XML

DEBT

3 Months Ended

Mar. 31, 2026

Debt Disclosure [Abstract]

DEBT

DEBT

As of March 31, 2026 and December 31, 2025, the Company had debt outstanding as follows:

	March 31,		December 31,
(in millions)	2026		2025
Short-term borrowings	$	3	$	3
Long-term debt
2.650% Senior notes due 07/01/27 ($1,100 million par value)	1,098		1,097
7.125% Senior notes due 02/15/29 ($121 million par value)	120		120
4.950% Senior notes due 08/15/29 ($500 million par value)	496		496
1.000% Senior notes due 05/19/31 (€1,000 million par value)	1,144		1,163
5.400% Senior notes due 08/15/34 ($500 million par value)	494		494
4.375% Senior notes due 03/15/45 ($500 million par value)	495		495
Term loan facilities, finance leases and other	31		31
Total long-term debt	3,878		3,896
Less: current portion	2		2
Long-term debt, net of current portion	$	3,876	$	3,894

The Company may utilize uncommitted lines of credit for short-term working capital requirements. As of both March 31, 2026 and December 31, 2025, the Company had $3 million in borrowings under these facilities, which are classified in Short-term debt in the Condensed Consolidated Balance Sheets.

The following table provides details on Interest expense, net included in the Condensed Consolidated Statements of Operations:

	Three Months Ended March 31,
(in millions)	2026		2025
Interest expense	$	25	$	28
Interest income	(14)		(16)
Interest expense, net	$	11	$	12

The Company has a $2 billion multi-currency revolving credit facility that allows the Company to increase the facility by $1 billion with bank group approval. This facility matures in September 2028. The credit agreement contains customary events of default and one key financial covenant, which is a debt-to-EBITDA (“Earnings Before Interest, Taxes, Depreciation and Amortization”) ratio. The Company was in compliance with the financial covenant at March 31, 2026. At March 31, 2026 and December 31, 2025, the Company had no outstanding borrowings under this facility.

The Company’s commercial paper program allows the Company to issue up to $2 billion of short-term, unsecured commercial paper notes under the limits of its multi-currency revolving credit facility. Under this program, the Company may issue notes from time to time and use the proceeds for general corporate purposes. The Company had no outstanding borrowings under this program as of March 31, 2026 and December 31, 2025.

The total current combined borrowing capacity under the multi-currency revolving credit facility and commercial paper program cannot exceed $2 billion.

As of March 31, 2026 and December 31, 2025, the estimated fair values of the Company’s senior unsecured notes totaled $3,630 million and $3,690 million, respectively. The estimated fair values were $217 million lower than their carrying value at March 31, 2026 and $175 million lower than their carrying value at December 31, 2025. Fair market values of the senior unsecured notes are developed using

observable values for similar debt instruments, which are considered Level 2 inputs as defined by ASC Topic 820. The carrying values of the Company's multi-currency revolving credit facility, commercial paper program and other debt facilities approximate fair value. The fair value estimates do not necessarily reflect the values the Company could realize in the current markets.

The Company had outstanding letters of credit of $33 million and $36 million at March 31, 2026 and December 31, 2025, respectively. The letters of credit typically act as guarantees of payment to certain third parties in accordance with specified terms and conditions.

XML

OTHER LIABILITIES

3 Months Ended

Mar. 31, 2026

Other Liabilities Disclosure [Abstract]

OTHER LIABILITIES

OTHER LIABILITIES

Additional detail related to liabilities is presented in the table below:

	March 31,		December 31,
(in millions)	2026		2025
Other current liabilities:
Customer-related	$	269	$	236
Payroll and employee related	231		380
Income taxes payable	94		113
Product warranties (Note 12)	87		86
Indirect taxes	44		77
Supplier-related	39		29
Operating leases	37		36
Accrued freight	34		36
Employee termination benefits (Note 5)	34		36
Interest	23		27
Dividends payable to noncontrolling stockholders	21		—
Insurance	17		17
Retirement related	15		14
Other non-income taxes	12		12
Derivative instruments (Note 16)	11		16
Deferred engineering	11		12
Other restructuring (Note 5)	10		12
Other	113		142
Total other current liabilities	$	1,102	$	1,281
Other non-current liabilities:
Deferred income taxes	$	166	$	165
Product warranties (Note 12)	162		168
Operating leases	155		122
Other income tax liabilities	104		101
Deferred income	81		84
Derivative instruments (Note 16)	59		97
Other	119		114
Total other non-current liabilities	$	846	$	851

XML

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2026

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

ASC Topic 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair values as follows:

Level 1:Observable inputs such as quoted prices for identical assets or liabilities in active markets;

Level 2:Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3:Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in ASC Topic 820:

A.Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business.

B.Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).

C.Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing and excess earnings models).

The following tables classify assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025:

			Basis of fair value measurements
(in millions)	Balance at March 31, 2026		Quoted prices in active markets for identical items (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Valuation technique	Assets measured at NAV1
Assets:
Investment in equity securities	$	27	$	—	$	—	$	—	—	$	27
Foreign currency contracts	$	24	$	—	$	24	$	—	A	$	—
Net investment hedge contracts	$	23	$	—	$	23	$	—	A	$	—
Liabilities:
Current earn-out liabilities	$	1	$	—	$	—	$	1	C	$	—
Net investment hedge contracts	$	57	$	—	$	57	$	—	A	$	—
Foreign currency contracts	$	13	$	—	$	13	$	—	A	$	—

			Basis of fair value measurements
(in millions)	Balance at December 31, 2025		Quoted prices in active markets for identical items (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Valuation technique	Assets measured at NAV1
Assets:
Investment in equity securities	$	28	$	—	$	—	$	—	—	$	28
Foreign currency contracts	$	22	$	—	$	22	$	—	A	$	—
Net investment hedge contracts	$	23	$	—	$	23	$	—	A	$	—
Liabilities:
Current earn-out liabilities	$	3	$	—	$	—	$	3	C	$	—
Foreign currency contracts	$	19	$	—	$	19	$	—	A	$	—
Net investment hedge contracts	$	94	$	—	$	94	$	—	A	$	—

_____________________________

1 Certain assets that are measured at fair value using the net asset value (“NAV”) per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. These amounts represent investments in commingled and managed funds that have underlying assets in fixed income securities, equity securities and other assets and the fair values have been estimated using the net asset value of the Company's ownership interest in partners' capital. The Company’s redemption of its investments with the funds is governed by the partnership agreements and subject to approval from the general partners. With the exception of annual distributions in connection with the Company’s deemed tax liability, distributions from each fund will be received as the underlying investments of the funds are liquidated, the timing of which is unknown.

The following table provides a reconciliation of the Company’s Level 3 earn-out assets and liabilities:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
(in millions)	Current earn-out liabilities
Balance at January 1, 2026	$	3
Post-closing adjustment	(2)
Balance at March 31, 2026	$	1

Refer to Note 3, “Acquisitions and Dispositions,” to the Condensed Consolidated Financial Statements for more information regarding earn-outs.

Fair Value Measurements on a Nonrecurring Basis

The Company measures certain assets at fair value on a nonrecurring basis. These fair value measurements are classified within Level 3 of the fair value hierarchy.

During the three months ended March 31, 2025, the Company recorded asset impairment charges of $4 million related to certain property, plant and equipment related to the exit of its charging business within the Battery Energy Systems reportable segment.

XML

FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2026

Derivative Instruments and Hedging Activities Disclosure [Abstract]

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash and cash equivalents, marketable securities and accounts receivable. Due to the short-term nature of these instruments, their book value approximates their fair value. The Company’s financial instruments may also include long-term debt, investments in equity securities, interest rate and cross-currency swaps, commodity derivative contracts and foreign currency derivative contracts. All derivative contracts are placed with counterparties that have an S&P, or equivalent, investment grade credit rating at the time of the contracts’ placement. An adjustment for non-performance risk is considered in the estimate of fair value in derivative assets based on the counterparty

credit default swap (“CDS”) rate. When the Company is in a net derivative liability position, the non-performance risk adjustment is based on its CDS rate. At March 31, 2026 and December 31, 2025, the Company had no derivative contracts that contained credit-risk-related contingent features.

Cash Flow Hedges

The Company, at times, uses certain commodity derivative contracts to protect against commodity price changes related to forecasted raw material and component purchases. At March 31, 2026 and December 31, 2025, the Company had no material commodity derivative contracts.

The Company manages its interest rate risk by balancing its exposure to fixed and variable rates while attempting to optimize its interest costs. The Company, at times, selectively uses interest rate swaps and options to reduce market value risk associated with changes in interest rates. At March 31, 2026 and December 31, 2025, the Company had no outstanding interest rate swaps or options.

The Company uses foreign currency forward and option contracts to protect against exchange rate movements for forecasted cash flows, including capital expenditures, purchases, operating expenses or sales transactions designated in currencies other than the functional currency of the operating unit. Foreign currency derivative contracts require the Company, at a future date, to either buy or sell foreign currency in exchange for the operating units’ local currency.

Effectiveness for cash flow hedges is assessed at the inception of the hedging relationship and quarterly, thereafter. Gains and losses arising from these contracts that are included in the assessment of effectiveness are deferred into accumulated other comprehensive income (loss) (“AOCI”) and reclassified into income as the underlying operating transactions are recognized. These realized gains or losses offset the hedged transaction and are recorded on the same line in the statement of operations. The initial value of any component excluded from the assessment of effectiveness is recognized in income using a systematic and rational method over the life of the hedging instrument. Any difference between the change in fair value of the excluded component and amounts recognized in income under that systematic and rational method is recognized in AOCI.

At March 31, 2026, the following notional amounts related to foreign currency derivative contracts were outstanding, which mature through March 2028:

(in millions)	Notional Amount*
Traded Currency	Notional in Traded Currency	Notional in Approximate U.S. Dollar
U.S. Dollar	714	$	714
Mexican Peso	3,680	$	203
Polish Zloty	585	$	157
Euro	117	$	135
Hungarian Forint	14,014	$	41
British Pound	30	$	40
Swiss Franc	25	$	31
*Table above excludes non-significant traded currency with total notional amounts of less than $10 million U.S. Dollar equivalent as of March 31, 2026.

Net Investment Hedges

In addition, the Company is also exposed to the risk that adverse changes in foreign currency exchange rates could impact its net investment in non-U.S. subsidiaries.

The Company selectively uses cross-currency swaps to hedge that foreign currency exposure. At March 31, 2026 and December 31, 2025, the following cross-currency swap contracts were outstanding and mature through August 2030:

	Cross-currency swaps
(in millions)	March 31, 2026		December 31, 2025
U.S. Dollar to Euro:
Fixed receiving notional	$	1,450	$	1,600
Fixed paying notional	€	1,321	€	1,454
U.S. Dollar to Chinese Renminbi:
Fixed receiving notional	$	100	$	—
Fixed paying notional	¥	676	¥	—
U.S. Dollar to Japanese Yen:
Fixed receiving notional	$	150	$	100
Fixed paying notional	¥	20,663	¥	12,724

During the three months ended March 31, 2026, the Company unwound $150 million of cross-currency swap contracts originally maturing in July 2027, resulting in a cash outflow of approximately $4 million. The corresponding loss is expected to remain in AOCI until the net investment is sold, completely liquidated or substantially liquidated. In addition, the Company executed a U.S. Dollar to Japanese Yen cross-currency swap contract of $50 million maturing in February 2030 and a U.S. Dollar to Chinese Renminbi cross-currency swap contract of $100 million maturing in March 2027.

In addition, in 2021 the Company designated the €1,000 million 1.000% Senior Notes due May 19, 2031, as a net investment hedge of the foreign currency exposure of its investments in certain Euro-denominated subsidiaries. Refer to Note 13, “Debt,” to the Condensed Consolidated Financial Statements for more information.

The Company assesses the effectiveness for net investment hedges at the inception of the hedging relationship and quarterly, thereafter. Gains and losses arising from these contracts that are included in the assessment of effectiveness are deferred into foreign currency translation adjustments and only released when the subsidiary being hedged is sold or substantially liquidated. The initial value of any component excluded from the assessment of effectiveness is recognized in income using a systematic and rational method over the life of the hedging instrument. Any difference between the change in fair value of the excluded component and amounts recognized in income under that systematic and rational method is recognized in AOCI.

Fair Value of Derivative Instruments in the Balance Sheet

At March 31, 2026 and December 31, 2025, the following amounts were recorded in the Condensed Consolidated Balance Sheets as being payable to or receivable from counterparties for derivative instruments under ASC Topic 815, “Derivatives and Hedging”:

(in millions)	Assets					Liabilities
Derivatives designated as hedging instruments Under 815:	Location	March 31, 2026		December 31, 2025		Location	March 31, 2026		December 31, 2025
Foreign currency	Prepayments and other current assets	$	20	$	18	Other current liabilities	$	11	$	16
Foreign currency	Other non-current assets	$	4	$	4	Other non-current liabilities	$	2	$	3
Net investment hedges	Other non-current assets	$	23	$	23	Other non-current liabilities	$	57	$	94
Derivatives not designated as hedging instruments:
Foreign currency	Prepayments and other current assets	$	—	$	—	Other current liabilities	$	—	$	—

Effect of Derivatives on the Statements of Operations and Statements of Comprehensive Income (Loss)

The table below shows deferred gain (loss) reported in AOCI as well as the amount expected to be reclassified to income in one year or less for designated hedges. The amount expected to be reclassified to income in one year or less assumes no change in the current relationship of the hedged item at March 31, 2026 market rates.

(in millions)	Deferred gain (loss) in AOCI at				Gain (loss) expected to be reclassified to income in one year or less
Contract Type	March 31, 2026		December 31, 2025
Cash flow hedges:
Foreign currency	$	11	$	7	$	8
Net investment hedges:
Cross-currency swaps	$	(38)	$	(71)	$	—
Foreign currency-denominated debt	48		29		—
Total	$	21	$	(35)	$	8

Derivative instruments designated as hedging instruments as defined by ASC Topic 815 held during the period resulted in the gains and losses recorded in income shown in the table below.

	Three Months Ended March 31, 2026
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income (loss) line items in which the effects of cash flow hedges are recorded	$	3,533	$	2,856	$	328	$	—
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	8
Gain (loss) reclassified from AOCI to income	$	—	$	3	$	—	$	—

	Three Months Ended March 31, 2025
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income (loss) line items in which the effects of cash flow hedges are recorded	$	3,515	$	2,876	$	315	$	59
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	(1)
Gain (loss) reclassified from AOCI to income	$	—	$	(2)	$	(2)	$	—

The were no gains or losses recorded in income related to components excluded from the assessment of effectiveness for derivative instruments designated as cash flow hedges for the periods presented.

Gains and losses on derivative instruments designated as net investment hedges were recognized in other comprehensive income (loss) during the periods presented below.

(in millions)	Three Months Ended March 31,
Net investment hedges	2026		2025
Cross-currency swaps	$	33	$	(49)
Foreign currency-denominated debt	$	19	$	(46)

Derivatives designated as net investment hedge instruments, as defined by ASC Topic 815, held during the period resulted in the following gains recorded in Interest expense on components excluded from the assessment of effectiveness:

(in millions)	Three Months Ended March 31,
Net investment hedges	2026		2025
Cross-currency swaps	$	6	$	6

There were no gains or losses recorded in income related to components excluded from the assessment of effectiveness for foreign currency-denominated debt designated as net investment hedges. There were no gains and losses reclassified from AOCI for net investment hedges during the periods presented.

Derivatives Not Designated as Hedges

Derivatives not designated as hedging instruments are used to hedge remeasurement exposures of monetary assets and liabilities denominated in currencies other than the operating units’ functional currency. These derivatives resulted in gains (losses) recorded in income as shown in the table below.

(in millions)		Three Months Ended March 31,
Contract Type	Location	2026		2025
Foreign currency	Selling, general and administrative expenses	$	2	$	—

XML

RETIREMENT BENEFIT PLANS

3 Months Ended

Mar. 31, 2026

Retirement Benefits [Abstract]

RETIREMENT BENEFIT PLANS

RETIREMENT BENEFIT PLANS

The Company has defined benefit pension plans and other postemployment benefit plans covering eligible salaried and hourly employees and their dependents. The Company expects to contribute a total of approximately $25 million into its defined benefit pension plans during 2026, of which $6 million has been contributed through the three months ended March 31, 2026. The other postemployment benefit plans, which provide medical and life insurance benefits, are funded on a pay-as-you-go basis.

The components of net periodic benefit expense recorded in the Condensed Consolidated Statements of Operations are as follows:

	Pension benefits
(in millions)	2026				2025
Three Months Ended March 31,	US		Non-US		US		Non-US
Service cost	$	—	$	4	$	—	$	3
Interest cost	1		5		1		5
Expected return on plan assets	(1)		(5)		(1)		(4)
Amortization of unrecognized loss	1		1		1		1
Net periodic benefit cost	$	1	$	5	$	1	$	5

The components of net periodic benefit expense other than the service cost component are included in Other postretirement expense in the Condensed Consolidated Statements of Operations.

In August 2025, the Company executed an amendment to the plan document of one of the Company’s U.S. defined benefit pension plans (“U.S. Pension Plan”) to terminate the plan effective October 31, 2025. The termination of the U.S. Pension Plan is expected to take twelve to eighteen months to complete. As part of the termination process, the Company expects to settle benefit obligations under the U.S. Pension Plan through a combination of lump sum payments to eligible plan participants and the purchase of a group annuity contract, under which future benefit obligations and administration will be transferred to a third-party insurance company. Such settlements will be funded primarily from plan assets. At December 31, 2025, the projected benefit obligation of the U.S. Pension Plan exceeded the fair value of the plan’s assets by $4 million under U.S. GAAP.

In December 2024, the Company entered into a second buy-in contract (the first buy-in contract was entered into in 2019) with an insurance company related to its U.K. pension plan. Pursuant to this agreement, the Company liquidated approximately $50 million of pension plan assets to invest in an insurance annuity. At December 31, 2025, the U.K. pension plan had plan assets of $131 million, all held by the insurance company. The projected benefit obligation of the U.K. pension plan at December 31,

2025 was $104 million under U.S. GAAP. The U.K. pension plan was overfunded by $27 million as of December 31, 2025, under U.S. GAAP.

XML

STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2026

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

The changes of the Stockholders’ Equity items during the three months ended March 31, 2026 and 2025, are as follows:

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests		Total
Balance, December 31, 2025	$	3	$	2,676	$	(3,008)	$	6,570	$	(799)	$	172	$	5,614
Dividends declared ($0.17 per share*)	—		—		—		(35)		—		(21)		(56)
Issuance for executive stock plan, net of tax	—		(24)		14		—		—		—		(10)
Issuance of restricted stock, net of tax	—		(27)		18		—		—		—		(9)
Purchase of treasury stock	—		—		(151)		—		—		—		(151)
Net earnings	—		—		—		242		—		13		255
Other comprehensive loss	—		—		—		—		—		(1)		(1)
Balance, March 31, 2026	$	3	$	2,625	$	(3,127)	$	6,777	$	(799)	$	163	$	5,642

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests		Total
Balance, December 31, 2024	$	3	$	2,674	$	(2,537)	$	6,412	$	(1,020)	$	174	$	5,706
Dividends declared ($0.11 per share*)	—		—		—		(24)		—		(19)		(43)
Issuance for executive stock plan, net of tax	—		(21)		16		—		—		—		(5)
Issuance of restricted stock, net of tax	—		(32)		33		—		—		—		1
Net earnings	—		—		—		157		—		14		171
Other comprehensive income	—		—		—		—		59		1		60
Balance, March 31, 2025	$	3	$	2,621	$	(2,488)	$	6,545	$	(961)	$	170	$	5,890

__________________________________

* Per share dividends amount declared relate to BorgWarner common stock.

XML

ACCUMULATED OTHER COMPREHENSIVE LOSS

3 Months Ended

Mar. 31, 2026

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE LOSS

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables summarize the activity within accumulated other comprehensive loss during the three months ended March 31, 2026 and 2025.

(in millions)	Foreign currency translation adjustments		Cash flow hedges		Defined benefit retirement plans		Total
Beginning Balance, December 31, 2025	$	(694)	$	7	$	(112)	$	(799)
Comprehensive income (loss) before reclassifications	(3)		8		(1)		4
Income taxes associated with comprehensive income (loss) before reclassifications	(5)		—		—		(5)
Reclassification from accumulated other comprehensive income (loss)	—		(3)		4		1
Ending balance, March 31, 2026	$	(702)	$	12	$	(109)	$	(799)

(in millions)	Foreign currency translation adjustments		Cash flow hedges		Defined benefit retirement plans		Total
Beginning Balance, December 31, 2024	$	(882)	$	(9)	$	(129)	$	(1,020)
Comprehensive income (loss) before reclassifications	35		(1)		(2)		32
Income taxes associated with comprehensive income (loss) before reclassifications	24		—		1		25
Reclassification from accumulated other comprehensive income (loss)	—		4		(2)		2
Ending balance, March 31, 2025	$	(823)	$	(6)	$	(132)	$	(961)

XML

CONTINGENCIES

3 Months Ended

Mar. 31, 2026

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES

CONTINGENCIES

In the normal course of business, the Company is party to various commercial and legal claims, actions and complaints, including matters involving warranty claims, intellectual property claims, governmental investigations and related proceedings, general liability and other risks. It is not possible to predict with certainty whether the Company will ultimately be successful in any of these commercial and legal matters or what the impact might be. The Company does not believe that adverse outcomes in any of these commercial and legal claims, actions and complaints are reasonably likely to have a material adverse effect on the Company’s results of operations, financial position or cash flows. An adverse outcome could, nonetheless, be material to the results of operations or cash flows as the ultimate resolutions of these matters are inherently unpredictable.

On September 19, 2024, the Company commenced a lawsuit against PHINIA, seeking to recover from PHINIA approximately $120 million of value added tax (“VAT”) refunds that PHINIA received or expected to receive from governmental agencies as well as damages and interest. These refunds consisted of VAT paid by the Company in periods prior to or directly related to the Spin-Off that established PHINIA as an independent company. PHINIA responded to the lawsuit and also asserted counterclaims against the Company. On October 15, 2025, the Company entered into a settlement agreement (the “Settlement Agreement”) with PHINIA, pursuant to which PHINIA agreed to pay the Company $78 million, resolving the lawsuit and certain other matters relating to the Spin-Off. In connection with the Settlement Agreement, the Company and PHINIA also entered into an amended and restated tax matters agreement that, among other things, limits the Company’s responsibility to certain defined tax obligations. During the year ended December 31, 2025, the Company recorded a net charge of $40 million, for the reduction of VAT-related receivables, the elimination of certain Company liabilities under the amended and restated tax matters agreement and related legal fees. As of March 31, 2026, after giving effect to the Settlement Agreement and the $52 million received in total, the Company had assets related to these VAT refunds of

approximately $26 million in Receivables, net in the Company’s Condensed Consolidated Balance Sheet, which is due no later than December 1, 2026.

Environmental

The Company and certain of its current and former direct and indirect corporate predecessors, subsidiaries and divisions have been identified by the United States Environmental Protection Agency and certain local environmental agencies and private parties as potentially responsible parties (“PRPs”) at various hazardous waste disposal sites under the Comprehensive Environmental Response, Compensation and Liability Act (“Superfund”) and equivalent state or local laws and, as such, may have been liable for the cost of clean-up and other remedial activities at 16 such sites as of both March 31, 2026 and December 31, 2025. Responsibility for clean-up and other remedial activities at a Superfund site is typically shared among PRPs based on an allocation formula.

The Company believes that none of these matters, individually or in the aggregate, will have a material adverse effect on its results of operations, financial position or cash flows. Generally, this is because either the estimates of the maximum potential liability at a site are not material or the liability will be shared with other PRPs, although no assurance can be given with respect to the ultimate outcome of any such matter.

The Company had an accrual for environmental liabilities of $5 million and $6 million as of March 31, 2026 and December 31, 2025, respectively, included in Other current liabilities in the Condensed Consolidated Balance Sheets. As of March 31, 2026, this accrual, which relates to four of the sites, is based on information available to the Company (which, in most cases, includes an estimate of allocation of liability among PRPs; the probability that other PRPs, many of which are large, solvent public companies, will fully pay the cost apportioned to them; currently available information from PRPs and/or federal or local environmental agencies concerning the scope of contamination and estimated remediation and consulting costs; and remediation alternatives). Clean-up and other remedial activities are complete or nearing completion at the other 12 sites, for which there was no accrual as of March 31, 2026.

XML

EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2026

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

The Company presents both basic and diluted earnings per share of common stock (“EPS”) amounts. Basic EPS is calculated by dividing net earnings attributable to BorgWarner Inc. by the weighted average shares of common stock outstanding during the reporting period. Diluted EPS is calculated by dividing net earnings attributable to BorgWarner Inc. by the weighted average shares of common stock and common stock equivalents outstanding during the reporting period.

The dilutive impact of stock-based compensation is calculated using the treasury stock method. The treasury stock method assumes that the Company uses the assumed proceeds from the exercise of awards to repurchase common stock at the average market price during the period. The assumed proceeds under the treasury stock method include the purchase price that the grantee will pay in the future and compensation cost for future service that the Company has not yet recognized. The dilutive effects of performance-based stock awards are included in the computation of diluted earnings per share at the level the related performance criteria are met through the respective balance sheet date. There were 1.2 million and 1.4 million performance share units excluded from the computation of the diluted earnings for the three months ended March 31, 2026 and 2025, respectively. These units were excluded because the related performance criteria had not been met as of the balance sheet dates.

The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share of common stock:

	Three Months Ended March 31,
(in millions, except per share amounts)	2026		2025
Basic earnings per share:
Net earnings attributable to BorgWarner Inc.	$	242	$	157
Weighted average shares of common stock outstanding	205.3		217.2
Basic earnings per share of common stock	$	1.18	$	0.72
Diluted earnings per share:
Net earnings attributable to BorgWarner Inc.	$	242	$	157
Weighted average shares of common stock outstanding	205.3		217.2
Effect of stock-based compensation	3.0		0.9
Weighted average shares of common stock outstanding including dilutive shares	208.3		218.1
Diluted earnings per share of common stock	$	1.16	$	0.72

XML

REPORTABLE SEGMENTS

3 Months Ended

Mar. 31, 2026

Segment Reporting [Abstract]

REPORTABLE SEGMENTS

REPORTABLE SEGMENTS

The Company discloses segment information under four reportable segments: Turbos & Thermal Technologies, Drivetrain & Morse Systems, PowerDrive Systems and Battery Energy Systems. The four reportable segments are consistent with the operating segments that are evaluated by management, including the chief operating decision maker (“CODM”). The Company’s CODM is its Chief Executive Officer. The reportable segments are further described below. These segments are strategic business groups that are managed separately as each represents a specific grouping of related automotive components and systems.

As further described in Note 3, “Acquisitions and Dispositions,” in February 2025, the Company made the decision to exit its charging business within its Battery Energy Systems reportable segment. This plan did not result in a change to the Company’s reportable segments.

Segment Adjusted Operating Income (Loss) is the measure of segment income or loss used by the Company. Segment Adjusted Operating Income (Loss) is comprised of operating income for the Company’s reportable segments adjusted to exclude restructuring, merger, acquisition and divestiture expense, intangible asset amortization expense, impairment charges and other items not reflective of ongoing operating income or loss. The Company believes Segment Adjusted Operating Income (Loss) is most reflective of the operational profitability or loss of our reportable segments.

The Company’s CODM uses Segment Adjusted Operating Income (Loss) and the expenses disclosed below to assess the performance of its reportable segments. The CODM uses this information to assist with decisions about future growth, capital investments and cost reduction initiatives by reviewing trends in the business, monitoring variances to historical results and previously forecasted information and performing other analytical comparisons.

The following tables show net sales, segment expenses, Segment Adjusted Operating Income (Loss) and other segment information for the Company’s reportable segments. The segment expenses do not include non-comparable items that are excluded in the calculation of Segment Adjusted Operating Income (Loss):

Net Sales and Expenses by Reportable Segment

	Three Months Ended March 31, 2026
(in millions)	Turbos & Thermal Technologies		Drivetrain & Morse Systems		PowerDrive Systems		Battery Energy Systems		Inter-segment eliminations		Total
Net sales - customers	$	1,432	$	1,418	$	581	$	102	$	—	$	3,533
Net sales - inter-segment	1		4		6		—		(11)		—
Net sales	$	1,433	$	1,422	$	587	$	102	$	(11)	$	3,533
Cost of sales	1,146		1,119		513		88
Selling, general and administrative expenses - R&D, net	43		33		90		9
Selling, general and administrative expenses - Other	30		11		24		7
Other segment items1	—		(1)		(4)		—
Segment Adjusted Operating Income (Loss)	$	214	$	260	$	(36)	$	(2)

	Three Months Ended March 31, 2025
(in millions)	Turbos & Thermal Technologies		Drivetrain & Morse Systems		PowerDrive Systems		Battery Energy Systems		Inter-segment eliminations		Total
Net sales - customers	$	1,454	$	1,356	$	555	$	150	$	—	$	3,515
Net sales - inter-segment	—		5		6		—		(11)		—
Net sales	$	1,454	$	1,361	$	561	$	150	$	(11)	$	3,515
Cost of sales	1,151		1,079		492		150
Selling, general and administrative expenses - R&D, net	41		29		99		11
Selling, general and administrative expenses - Other	27		10		14		11
Other segment items1	—		—		(1)		—
Segment Adjusted Operating Income (Loss)	$	235	$	243	$	(43)	$	(22)

_______________

1 Other segment items include other income and expenses to derive Segment Adjusted Operating Income (Loss).

Segment Adjusted Operating Income (Loss)

	Three Months Ended March 31,
(in millions)	2026		2025
Turbos & Thermal Technologies	$	214	$	235
Drivetrain & Morse Systems	260		243
PowerDrive Systems	(36)		(43)
Battery Energy Systems	(2)		(22)
Segment Adjusted Operating Income	436		413
Corporate, including stock-based compensation	64		61
Restructuring expense (Note 5)	18		31
Intangible asset amortization expense	16		17
Accelerated depreciation1	2		—
Adjustments associated with Spin-Off related balances2	2		(3)
Impairment charges	—		39
Costs to exit charging business (Note 3)	—		26
Loss on sale of businesses	—		1
Merger and acquisition expense, net2	(2)		2
Other non-comparable items	—		2
Equity in affiliates’ earnings, net of tax	(6)		(10)