Borgwarner Inc. · NYSE:BWA

Borgwarner — Merger or Acquisition (December 2022)

12 slides from Borgwarner's merger presentation, December 2022

  1. Slide 1: Advancing Our Strategy Through The Creation of Two Focused Public Companies

    December 2022 Advancing Our Strategy Through The Creation of Two Focused Public Companies

  2. Slide 2: Forward-Looking Statements

    Forward-Looking Statements This presentation contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that are based on management’s current outlook, expectations, estimates and projections. Words such as “anticipates,” “believes,” “continues,” “could,

  3. Slide 3: Creating Two Leading, Focused Companies

    Creating Two Leading, Focused Companies ▪ In March 2021, BorgWarner announced Charging Forward to plan for Accelerating Our the next decade-plus of profitable and sustainable growth by EV Strategy accelerating the company’s electrification strategy Building on Our ▪ We have been aggressively pursuin

  4. Slide 4: Executing Toward Our Targets

    Executing Toward Our Targets EV Organic Sales M&A Dispositions in 2025 by 2025 by 2025 Current ~$3.1B Booked Status Post Charging Forward $2.5B $2.0B $3.5B Intended Goals Separation $3.3B AKASOL, Santroll, $0.9B Rhombus & SSE(1) $0.2B Already exceeded target On track Plan in Place 4 *(1) SSE closing

  5. Slide 5: BorgWarner and NewCo – At a Glance

    BorgWarner and NewCo – At a Glance BorgWarner NewCo Leader in Fuel Systems Management Leader in Electrification with Focused ICE Business and Aftermarket Technology 2022E Revenue 2022E Revenue $12.3B $3.3B Air Management e-Propulsion & Drivetrain Aftermarket Fuel Systems 13.7% 6.9% 14.5% 11.3% 2022

  6. Slide 6: Our Investments Have Resulted in a Wide-Ranging Electric Vehicle System Portfolio

    Our Investments Have Resulted in a Wide-Ranging Electric Vehicle System Portfolio… 1 STATIONARY CHARGING 3 ENERGY STORAGE & MANAGEMENT Battery management DC system (BMS) 5 ELECTRIC PROPULSION Electric Reduction 2 THERMAL MANAGEMENT Inverter motor gear High-voltage DC fast coolant heater charger (HVC

  7. Slide 7: With Leadership Across Product Categories that We Believe have Strong Growth Prospects

    …With Leadership Across Product Categories that We Believe have Strong Growth Prospects Booked Inverter Volumes Booked eMotor Volumes (including in iDM) ~3.1M ~2M ~0.8M Hybrid ~2.3M Electric ~0.5M ~0.3M 2021 2025E 2021(1) 2025E Expect to be #1 Non-Captive Producer by 2025 Business Award Momentum Acr

  8. Slide 8: Strong Foundation From Core Market-Leading Technologies Will Support EV Growth

    Strong Foundation From Core Market-Leading Technologies Will Support EV Growth Continuity of Technologies and Capabilities Supporting customers with access to Supporting ICE EV critical technology as they execute Customers Air and Thermal Thermal Management their own transitions to EV Management Exa

  9. Slide 9: Accelerating BorgWarner’s EV Strategy

    Accelerating BorgWarner’s EV Strategy ▪ Intended separation would accelerate EV Charging Forward Targets (% Sales) achievement of our Charging Forward objectives ~45% ▪ Separation expected to enhance focus and flexibility to pursue attractive EV opportunities >25% ▪ Better positions BorgWarner to be

  10. Slide 10: NewCo: Product Leader with Top-Quartile Margins and Solid Cash Generation

    NewCo: Product Leader with Top-Quartile Margins and (1) Solid Cash Generation ▪ Technology-driven fuel systems, 1 starter/alternator & aftermarket $3.3 Billion (2) businesses with market-leading positions FY22E Sales ’22E Revenue by Market ’22E Revenue by Geography ▪ Top-quartile(1) margins and soli

  11. Slide 11: NewCo: Propulsion Technologies for LV, CV & Aftermarket

    NewCo: Propulsion Technologies for LV, CV & Aftermarket Engine Electronics & SW / Management Calibration Diagnostics, Training, & Technical support Gasoline Direct Starters & Injection Systems Alternators Maintenance Solutions Fuel Delivery Canisters Diesel Injection Alternative Modules Systems Fuel

  12. Slide 12: Transaction Summary

    Transaction Summary Structure ◼ Upon completion of the intended transaction, Process BorgWarner shareholders would receive shares of ◼ Expected to close in late Next Steps NewCo via a pro rata special 2023 distribution ◼ Finalize separation plans ◼ Subject to customary ◼ Expected to be tax free for

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