STOCK TITAN

EPS gains and $185M returns at BorgWarner (NYSE: BWA) in Q1 2026

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BorgWarner Inc. reported first quarter 2026 results showing modest top-line growth but stronger profitability. Net sales were $3,533 million, up about 1% year-over-year, while organic net sales declined 4.2% as Battery Energy Systems weakened. U.S. GAAP operating margin was 9.5% and adjusted operating margin improved to 10.5%.

Net earnings attributable to BorgWarner were $242 million, or $1.16 per diluted share, versus $0.72 a year earlier. Adjusted earnings were $1.24 per diluted share, up about 12% from $1.11. The company generated $13 million of free cash flow and returned $185 million to shareholders via $150 million of share repurchases and $35 million in dividends.

For full year 2026, BorgWarner maintained guidance, expecting net sales of $14.0–$14.3 billion, U.S. GAAP operating margin of 9.7–9.9%, adjusted operating margin of 10.7–10.9%, adjusted EPS of $5.00–$5.20, and free cash flow of $900–$1,100 million.

Positive

  • Adjusted profitability and EPS improved: Adjusted operating margin rose to 10.5% from 10.0%, and adjusted earnings per diluted share increased about 12% to $1.24, demonstrating improved earnings power despite softer organic sales.
  • Shareholder returns and solid 2026 outlook: BorgWarner returned $185 million via buybacks and dividends in Q1 2026 and maintained full-year 2026 guidance for adjusted EPS of $5.00–$5.20 and adjusted operating margin of 10.7–10.9%.

Negative

  • None.

Insights

Stronger earnings and margins offset softer organic sales, with 2026 guidance reaffirmed and solid cash returns to shareholders.

BorgWarner delivered Q1 2026 net sales of $3,533 million, up about 1%, but organic net sales fell 4.2%, mainly from weaker Battery Energy Systems. Despite this, adjusted operating income rose to $372 million and adjusted margin improved to 10.5%, helped by cost control.

Adjusted EPS climbed 12% to $1.24 per diluted share, supported by higher adjusted operating income and a lower share count after repurchases in 2025 and 2026. Free cash flow was modest at $13 million for the quarter, but the company still returned $185 million to shareholders via buybacks and dividends.

Management kept full-year 2026 guidance intact, targeting net sales of $14.0–$14.3 billion, adjusted operating margin of 10.7–10.9%, and adjusted EPS of $5.00–$5.20. This assumes light vehicle markets roughly flat to down and a sizeable sales decline in Battery Energy Systems, partly offset by favorable foreign exchange.

Item 0.01 Item 0.01
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q1 2026 net sales $3,533 million First quarter 2026 net sales, up ~1% year-over-year
Q1 2026 GAAP EPS $1.16 per diluted share U.S. GAAP earnings per diluted share for Q1 2026
Q1 2026 adjusted EPS $1.24 per diluted share Adjusted earnings per diluted share, up ~12% vs Q1 2025
Q1 2026 adjusted operating margin 10.5% Adjusted operating margin vs 10.0% in Q1 2025
Q1 2026 free cash flow $13 million Net cash from operations minus capital spending and advances
Shareholder returns Q1 2026 $185 million Includes $150 million buybacks and $35 million dividends
2026 net sales guidance $14.0–$14.3 billion Full-year 2026 net sales outlook vs ~$14.3 billion in 2025
2026 adjusted EPS guidance $5.00–$5.20 Full-year 2026 adjusted earnings per diluted share range
organic net sales financial
"organic net sales decreased approximately 4.2%, year-over-year compared with the first quarter of 2025"
Organic net sales represent the revenue generated from a company's core business activities, excluding the effects of acquisitions, divestments, or currency changes. It shows how well the company is growing through its existing products and services, similar to tracking how a plant grows from its own roots rather than by adding new plants. Investors use this measure to assess the true growth and health of a company's ongoing operations.
adjusted operating margin financial
"The Company achieved an adjusted operating margin of 10.5%, or an increase of 50 basis points"
Adjusted operating margin shows how much profit a company makes from its core business activities, after removing unusual or one-time costs and income. It helps investors see the company's true profitability by providing a clearer picture, similar to removing unexpected expenses to understand the regular performance. This metric is useful for comparing companies or tracking performance over time, as it highlights consistent earning power.
free cash flow financial
"Free cash flow of $13 million."
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
non-comparable items financial
"The Company believes the following table is useful in highlighting non-comparable items that impacted its U.S. GAAP net earnings"
Non-comparable items are one-time, unusual, or timing-driven gains, losses, or adjustments that distort a company’s current financial results so they can’t be fairly compared with prior periods. For investors these items matter because they can hide the company’s true ongoing performance; thinking of them like a sudden, rare expense or windfall helps — you wouldn’t judge a restaurant’s usual sales by including a single large catering event. Adjusting for these items lets investors compare the business’ recurring results more accurately.
Battery Energy Systems segment financial
"Net sales guidance includes an expected year-over-year sales decline of approximately $210 million in the Company’s Battery Energy Systems segment"
adjusted earnings per diluted share financial
"adjusted earnings per diluted share were $1.24 per diluted share, an increase of 12% compared with the first quarter of 2025"
Adjusted earnings per diluted share shows a company's profit attributable to each share after accounting for potential new shares (like stock options or convertible securities) and excluding one-time or unusual items that can distort results. Investors use it as a cleaned-up per-share profit measure—like checking a car’s fuel efficiency after ignoring a bad tank of gas—to compare underlying performance over time or across companies, though the adjustments can vary by management.
Net sales $3,533 million up ~1% year-over-year
GAAP EPS $1.16 up from $0.72 in Q1 2025
Adjusted EPS $1.24 +12% vs $1.11 in Q1 2025
GAAP operating margin 9.5% vs 6.7% in Q1 2025
Adjusted operating margin 10.5% vs 10.0% in Q1 2025
Free cash flow $13 million vs $(35) million in Q1 2025
Guidance

For full-year 2026, BorgWarner guides net sales to $14.0–$14.3 billion, GAAP EPS to $4.70–$4.87, adjusted EPS to $5.00–$5.20, and free cash flow to $900–$1,100 million.

0000908255FALSE00009082552026-05-062026-05-060000908255us-gaap:CommonStockMember2026-05-062026-05-060000908255bwa:SeniorNotesDueMay2031Memberus-gaap:SeniorNotesMember2026-05-062026-05-06

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 6, 2026

BORGWARNER INC.
________________________________________________
(Exact name of registrant as specified in its charter)
Delaware1-1216213-3404508
State or other jurisdiction ofCommission File No.(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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class Trading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareBWANew York Stock Exchange
1.00% Senior Notes due 2031BWA31New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o  

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. o  



Item 2.02. Results of Operations and Financial Condition

On May 6, 2026, BorgWarner Inc. issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The earnings call presentation to which the attached press release refers is available at https://www.borgwarner.com/investors, but it is not incorporated herein by reference.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filings.

Item 9.01. Financial Statements and Exhibits

(d)     Exhibits. The following exhibits are being furnished as part of this report.

Exhibit
Number
Description
99.1
Press release regarding earnings issued by BorgWarner Inc. dated May 6, 2026
104.1The cover page from this Current Report on Form 8-K, formatted as Inline XBRL





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 hereunto duly authorized.
BorgWarner Inc.
Date: May 6, 2026
By:/s/ Tonit M. Calaway
Name: Tonit M. Calaway
Title: Executive Vice President and Secretary


Exhibit 99.1
Immediate Release
Contact: Patrick Nolan
248.754.0884

BorgWarner Reports Strong First Quarter 2026 Results
Returned $185 million to Shareholders During First Quarter 2026
Announces 12 Awards Across Portfolio to Support Long-Term Profitable Growth

Auburn Hills, Michigan, May 6, 2026 – BorgWarner Inc. (NYSE: BWA) today reported first quarter results for 2026.

First Quarter Results and Business Update
BorgWarner’s (the “Company”) U.S. GAAP net sales increased approximately 1%, while organic net sales decreased approximately 4.2%, year-over-year compared with the first quarter of 2025. Excluding the decline in Battery Energy Systems segment sales, this performance was roughly in line with the Company’s weighted light vehicle markets.
The Company achieved a U.S. GAAP operating margin of 9.5% during the first quarter of 2026, or a decrease of 280 basis points, compared with the first quarter of 2025. The Company achieved an adjusted operating margin of 10.5%, or an increase of 50 basis points, compared with the first quarter of 2025. The Company’s continued focus on cost controls allowed it to deliver strong performance despite a lower industry production environment.
The Company returned approximately $185 million to its shareholders during the first quarter of 2026. This included the repurchase of approximately $150 million of its outstanding shares and a $35 million cash dividend payment.
The Company continues to expand its data center and industrial portfolio. This now includes battery energy storage systems and bi-directional microgrid inverters. Additionally, the Company’s planned 2027 turbine generator system launch is on track with B-samples being delivered to the customer.

New Business Awards Across Portfolio
The Company secured multiple new business awards that are expected to support its long-term profitable growth, including the following:
Seven-year contract extension to supply eight families of engine, machine, power module, and battery management system controllers. This program starts in 2026 with a world-leading off-highway engine and machine manufacturer for large diesel engine applications.
Three turbocharger program extension awards and one conquest award with a major European OEM. Production is expected to begin in phases starting in 2026 through 2029.
Conquest variable turbine geometry (VTG) turbocharger and exhaust gas recirculation (EGR) cooler awards with a major European commercial vehicle OEM for on-highway use. Production is expected to begin in 2028.
Dual clutch (DCT) award with a Chinese OEM for an SUV platform and a variable cam timing system (VCT) conquest award with a Japanese OEM for a hybrid program. Production is expected to begin in 2026 and 2028, respectively.
1


Three eMotor awards with Asian OEMs, including two hybrid vehicle awards in China and one electric vehicle award in South Korea. Production is expected to begin in 2026 and 2027 in China and 2027 in South Korea.

First Quarter Highlights:
U.S. GAAP net sales of $3,533 million, an increase of approximately 1% compared with the first quarter of 2025.
Excluding the impact of foreign currencies, organic net sales decreased 4.2% compared with the first quarter of 2025.
U.S. GAAP net earnings of $1.16 per diluted share.
Excluding $0.08 of net losses per diluted share related to non-comparable items (detailed in the table below), adjusted net earnings were $1.24 per diluted share, an increase of 12% compared with the first quarter of 2025.
U.S. GAAP operating income of $336 million, or 9.5% of net sales.
◦ Excluding $36 million of pretax expenses related to non-comparable items, adjusted operating income was $372 million, or 10.5% of net sales.
Net cash provided by operating activities of $152 million.
◦ Free cash flow of $13 million.
Financial Results:
The Company believes the following table is useful in highlighting non-comparable items that impacted its U.S. GAAP net earnings per diluted share. The non-comparable items presented below are calculated after tax using the corresponding effective tax rate discrete to each item and the weighted average number of diluted shares for the periods presented. The Company defines adjusted earnings per diluted share as earnings per diluted share adjusted to eliminate the impact of restructuring expense, merger, acquisition and divestiture expense, other net expenses, discontinued operations and other gains and losses not reflective of the Company’s ongoing operations and related tax effects.
Three Months Ended March 31,
20262025
Earnings per diluted share$1.16 $0.72 
Non-comparable items:
Restructuring expense0.06 0.11 
Adjustments associated with Spin-Off related balances0.01 (0.01)
Unrealized loss on equity securities0.01 — 
Impairment charges— 0.15 
Costs to exit charging business— 0.11 
Merger and acquisition expense, net(0.01)0.01 
Tax adjustments0.01 0.01 
Other non-comparable items— 0.01 
Adjusted earnings per diluted share$1.24 $1.11 

Net sales were $3,533 million for the first quarter of 2026, an increase of approximately 1% compared with the first quarter of 2025. This increase was due to stronger foreign currencies compared to the U.S. dollar, partially offset by declining market production volumes and lower Battery Energy Systems segment sales. Net earnings for the first quarter of 2026 were $242 million, or $1.16 per diluted share, compared
2


with net earnings of $157 million, or $0.72 per diluted share for the first quarter of 2025. Adjusted net earnings per diluted share for the first quarter of 2026 were $1.24, up approximately 12% from adjusted net earnings per diluted share of $1.11 for the first quarter of 2025. Adjusted net earnings for the first quarter of 2026 excluded net non-comparable items of $(0.08) per diluted share, while adjusted net earnings for the first quarter of 2025 excluded net non-comparable items of $(0.39) per diluted share. These and other non-comparable items are listed in the table above, which is provided by the Company for comparison with other results and the most directly comparable U.S. GAAP measures. The increase in adjusted net earnings per diluted share was primarily due to higher adjusted operating income and the impact of a lower share count as a result of 2025 and 2026 share repurchases.

Full Year 2026 Guidance Update: The Company maintained its 2026 full year guidance. At the mid-point of its 2026 guidance, BorgWarner expects to deliver another year of adjusted operating margin improvement and adjusted earnings per share growth despite the Company’s expectation that its weighted light vehicle markets will be down 3% to approximately flat and a decline in the Company’s Battery Energy Systems segment sales. Net sales are expected to be in the range of $14.0 billion to $14.3 billion in 2026, compared with 2025 net sales of approximately $14.3 billion. The Company’s net sales guidance implies a year-over-year change in organic net sales of down 3.5% to down 1.5%. The Company’s net sales guidance includes an expected year-over-year sales decline of approximately $210 million in the Company’s Battery Energy Systems segment, which represents approximately a 1.5% headwind to organic growth in 2026. Foreign currencies are expected to result in a year-over-year increase in sales of approximately $200 million primarily due to the strengthening of the Euro and Chinese Renminbi against the U.S. dollar.

U.S. GAAP operating margin is expected to be in the range of 9.7% to 9.9% in 2026. Excluding the impact of non-comparable items and the add back of intangible asset amortization expense, adjusted operating margin is expected to be in the range of 10.7% to 10.9%. U.S. GAAP net earnings are expected to be within the range of $4.70 to $4.87 per diluted share. Excluding the impact of non-comparable items, adjusted net earnings are expected to increase and be in the range of $5.00 to $5.20 per diluted share. Full-year operating cash flow is expected to be in the range of $1,600 million to $1,700 million, while free cash flow is expected to be in the range of $900 million to $1,100 million.

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

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

# # #

Forward Looking Statements: This release may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that are based on management’s current outlook, expectations, estimates and projections. Words such as “anticipates,” “believes,” “continues,” “could,”
3


“designed,” “effect,” “estimates,” “evaluates,” “expects,” “forecasts,” “goal,” “guidance,” “initiative,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “project,” “pursue,” “seek,” “should ,” “target,” “when,” “will,” “would,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Further, all statements, other than statements of historical fact, contained or incorporated by reference in this release that we expect or anticipate will or may occur in the future regarding our financial position, including our guidance for full year 2026, our business strategy and measures to implement that strategy, including changes to operations, competitive strengths, goals, expansion and profitable growth of our business and operations, plans, references to future success, including the anticipated benefits of our new business awards and other such matters, are forward-looking statements. Accounting estimates, such as those described under the heading “Critical Accounting Policies and Estimates” in Item 7 of our most recently filed Annual Report on Form 10-K (“Form 10-K”), are inherently forward-looking. All forward-looking statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. Forward-looking statements are not guarantees of performance, and the Company’s actual results may differ materially from those expressed, projected or implied in or by the forward-looking statements.

You should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. These risks and uncertainties, among others, include: the success of our portfolio strategy; supply disruptions impacting us or our customers, commodity availability and pricing and an inability to achieve expected levels of recoverability in commercial negotiations with customers concerning these costs; conditions in the automotive industry; competitive challenges from existing and new competitors, including original equipment manufacturer (“OEM”) customers; the challenges associated with rapidly changing technologies, including artificial intelligence, and our ability to innovate in response; the difficulty in forecasting demand for electric vehicles and our electric vehicles revenue growth; potential future changes in laws and regulations, including, by way of example, taxes and tariffs, in the countries in which we operate; potential disruptions in the global economy caused by wars or other geopolitical conflicts; the ability to identify targets and consummate acquisitions on acceptable terms; failure to realize the expected benefits of acquisitions on a timely basis; the possibility that our 2023 tax-free spin-off of our former Fuel Systems and Aftermarket segments into a separate publicly traded company will not achieve its intended tax benefits; the failure to promptly and effectively integrate acquired businesses; the potential for unknown or inestimable liabilities relating to the acquired businesses; impacts of our exit of the charging business; our dependence on automotive and truck production, which is highly cyclical and subject to disruptions; our reliance on major OEM customers; impacts of any future strikes involving any of our OEM customers and any actions such OEM customers take in response; fluctuations in interest rates and foreign currency exchange rates; our dependence on information systems; the uncertainty of the global economic environment; the uncertainty surrounding global trade policies, including tariffs and export restrictions and their impact on the Company, its customers and its suppliers; the outcome of existing or any future legal proceedings, including litigation with respect to various claims, or governmental investigations, including related litigation; impacts from any potential future acquisition or
4


disposition transactions; and the other risks discussed in reports that we file with the Securities and Exchange Commission, including in Item 1A. “Risk Factors” in our most recently filed Form 10-K and/or Quarterly Report on Form 10-Q. We do not undertake any obligation to update or announce publicly any updates to or revisions to any of the forward-looking statements in this release to reflect any change in our expectations or any change in events, conditions, circumstances, or assumptions underlying the statements.
5


BorgWarner Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in millions, except per share amounts)
Three Months Ended March 31,
20262025
Net sales$3,533 $3,515 
Cost of sales2,856 2,876 
Gross profit677 639 
Gross margin19.2 %18.2 %
Selling, general and administrative expenses328 315 
Restructuring expense18 31 
Other operating (income) expense, net(5)17 
Impairment charges— 39 
Operating income336 237 
Equity in affiliates’ earnings, net of tax(6)(10)
Unrealized loss on equity securities— 
Interest expense, net11 12 
Other postretirement expense
Earnings before income taxes and noncontrolling interest328 232 
Provision for income taxes73 61 
Net earnings255 171 
Net earnings attributable to noncontrolling interest13 14 
Net earnings attributable to BorgWarner Inc. $242 $157 
Earnings per share attributable to BorgWarner Inc. — diluted$1.16 $0.72 
Weighted average shares outstanding:
Basic205.3 217.2 
Diluted208.3 218.1 
6


BorgWarner Inc.
Net Sales by Reportable Segment (Unaudited)
(in millions)
Three Months Ended March 31,
20262025
Turbos & Thermal Technologies$1,433 $1,454 
Drivetrain & Morse Systems1,422 1,361 
PowerDrive Systems587 561 
Battery Energy Systems102 150 
Inter-segment eliminations(11)(11)
Net sales$3,533 $3,515 
Segment Adjusted Operating Income (Loss) (Unaudited)
(in millions)
Three Months Ended March 31,
20262025
Turbos & Thermal Technologies$214 $235 
Drivetrain & Morse Systems260 243 
PowerDrive Systems(36)(43)
Battery Energy Systems(2)(22)
Segment Adjusted Operating Income436 413 
Corporate, including stock-based compensation64 61 
Restructuring expense18 31 
Intangible asset amortization expense16 17 
Accelerated depreciation— 
Adjustments associated with Spin-Off related balances(3)
Impairment charges— 39 
Costs to exit charging business— 26 
Loss on sale of businesses— 
Merger and acquisition expense, net(2)
Other non-comparable items— 
Equity in affiliates’ earnings, net of tax(6)(10)
Unrealized loss on equity securities— 
Interest expense, net11 12 
Other postretirement expense
Earnings before income taxes and noncontrolling interest$328 $232 
Provision for income taxes73 61 
Net Earnings255 171 
Net earnings attributable to noncontrolling interest13 14 
Net earnings attributable to BorgWarner Inc.$242 $157 
7


BorgWarner Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in millions)
March 31,
2026
December 31,
2025
ASSETS
Cash and cash equivalents$2,110 $2,313 
Receivables, net3,088 2,962 
Inventories1,200 1,207 
Prepayments and other current assets344 313 
Total current assets6,742 6,795 
Property, plant and equipment, net3,259 3,330 
Other non-current assets3,652 3,644 
Total assets$13,653 $13,769 
LIABILITIES AND EQUITY
Short-term debt$$
Accounts payable2,058 1,996 
Other current liabilities1,102 1,281 
Total current liabilities3,165 3,282 
Long-term debt3,876 3,894 
Other non-current liabilities:970 979 
Total liabilities8,011 8,155 
Total BorgWarner Inc. stockholders’ equity5,479 5,442 
Noncontrolling interest163 172 
Total equity5,642 5,614 
Total liabilities and equity$13,653 $13,769 


8


BorgWarner Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in millions)
Three Months Ended March 31,
20262025
OPERATING ACTIVITIES
Net cash provided by operating activities$152 $82 
INVESTING ACTIVITIES
Capital expenditures, including tooling outlays(143)(119)
Customer advances related to capital expenditures
Proceeds from settlement of net investment hedges, net12 
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 year2,313 2,094 
Cash, cash equivalents and restricted cash at end of period$2,110 $1,707 
Supplemental Information (Unaudited)
(in millions)
Three Months Ended March 31,
20262025
Depreciation and tooling amortization$129 $138 
Intangible asset amortization$16 $17 

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

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

9


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

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

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

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

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

10


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

Adjusted Operating Income and Adjusted Operating Margin (Unaudited)
Three Months Ended March 31,
(in millions)20262025
Net sales$3,533 $3,515 
Operating income$336 $237 
Operating margin9.5 %6.7 %
Non-comparable items:
Restructuring expense$18 $31 
Intangible asset amortization expense16 17 
Accelerated depreciation— 
Adjustments associated with Spin-Off related balances(3)
Impairment charges— 39 
Costs to exit charging business— 26 
Merger and acquisition expense, net(2)
Loss on sale of businesses— 
Other non-comparable items— 
Adjusted operating income$372 $352 
Adjusted operating margin10.5 %10.0 %


Free Cash Flow Reconciliation (Unaudited)
Three Months Ended March 31,
(in millions)20262025
Net cash provided by operating activities$152 $82 
Capital expenditures, including tooling outlays(143)(119)
Customer advances related to capital expenditures
Free cash flow$13 $(35)


First Quarter 2026 Organic Net Sales Change (Unaudited)
(in millions)Q1 2025 Net SalesFXOrganic Net Sales Change
Q1 2026 Net Sales
Organic Net Sales Change %
Turbos & Thermal Technologies$1,454$81$(102)$1,433 (7.0)%
Drivetrain & Morse Systems1,36149121,422 0.9%
PowerDrive Systems56131(5)587 (0.9)%
Battery Energy Systems1506(54)102 (36.0)%
Inter-segment eliminations(11)(11)—%
Net sales$3,515$167$(149)$3,533(4.2)%


11


Adjusted Operating Income and Adjusted Operating Margin Guidance Reconciliation (Unaudited)
Full-Year 2026 Guidance
(in millions)LowHigh
Net sales$14,000 $14,300 
Operating income$1,361 $1,416 
Operating margin9.7 %9.9 %
Non-comparable items:
Restructuring expense$80 $90 
Intangible asset amortization57 57 
Accelerated depreciation
Adjustment associated with Spin-Off related balances
Merger and acquisition expense, net(2)(2)
Adjusted operating income$1,500 $1,565 
Adjusted operating margin10.7 %10.9 %


Adjusted Earnings Per Diluted Share Guidance Reconciliation (Unaudited)
Full-Year 2026 Guidance
LowHigh
Earnings per Diluted Share$4.70 $4.87 
Non-comparable items:
Restructuring expense$0.28 $0.31 
Adjustment associated with Spin-Off related balances0.01 0.01 
Unrealized loss on equity securities0.01 0.01 
Merger and acquisition expense, net(0.01)(0.01)
Tax adjustments0.01 0.01 
Adjusted Earnings per Diluted Share$5.00 $5.20 

Free Cash Flow Guidance Reconciliation (Unaudited)
Full-Year 2026 Guidance
(in millions)LowHigh
Net cash provided by operating activities$1,600$1,700
Capital expenditures, including tooling outlays(700)(600)
Free cash flow$900$1,100

Full Year 2026 Organic Net Sales Change Guidance Reconciliation (Unaudited)
(in millions)FY 2025 Net SalesFXBattery Energy Systems (“BES”) Sales ChangeOrganic Net Sales ChangeFY 2026 Net SalesOrganic Net Sales Change Excluding BES %Organic Net Sales Change Including BES %BorgWarner LV Weighted Market %
Low$14,316$200$(210)$(306)$14,000(2.1)%(3.6)%(3.0)%
High$14,316$200$(210)$(6)$14,300—%(1.5)%—%

12


Full Year 2026 Estimated Year-Over-Year Change in Production (Unaudited)
North AmericaEuropeChinaTotalBorgWarner Weighted Total
Light vehicle(3)% to 1%(3)% to 0%(4)% to (1.5)%(3)% to (1)%(3)% to 0%




13

FAQ

How did BorgWarner (BWA) perform financially in Q1 2026?

BorgWarner reported Q1 2026 net sales of $3,533 million, up about 1% year-over-year. U.S. GAAP earnings were $1.16 per diluted share, while adjusted earnings were $1.24 per diluted share, roughly 12% higher than the prior-year quarter.

What happened to BorgWarner’s organic net sales in Q1 2026?

Organic net sales at BorgWarner decreased 4.2% in Q1 2026 compared with Q1 2025. Management attributed the decline primarily to lower sales in the Battery Energy Systems segment, even as other segments were roughly in line with weighted light vehicle markets.

What were BorgWarner’s Q1 2026 margins and adjusted operating income?

BorgWarner achieved a U.S. GAAP operating margin of 9.5% in Q1 2026. Adjusted operating income was $372 million, yielding an adjusted operating margin of 10.5%, slightly higher than the 10.0% margin recorded in the first quarter of 2025.

How much cash did BorgWarner (BWA) return to shareholders in Q1 2026?

In Q1 2026, BorgWarner returned approximately $185 million to shareholders. This consisted of about $150 million of share repurchases and a $35 million cash dividend, reflecting ongoing capital returns alongside its investment and growth plans.

What is BorgWarner’s full-year 2026 revenue and earnings guidance?

For 2026, BorgWarner expects net sales between $14.0 billion and $14.3 billion. U.S. GAAP EPS is guided to $4.70–$4.87, with adjusted EPS of $5.00–$5.20 and adjusted operating margin between 10.7% and 10.9%.

How strong was BorgWarner’s cash flow in Q1 2026?

Net cash provided by operating activities was $152 million in Q1 2026. After capital expenditures and customer advances, free cash flow totaled $13 million, compared with $(35) million in free cash flow in the first quarter of 2025.

How did BorgWarner’s Battery Energy Systems segment perform in Q1 2026?

Battery Energy Systems net sales were $102 million in Q1 2026, down from $150 million a year earlier. Organic net sales in this segment declined about 36.0%, and full-year guidance includes an expected year-over-year sales decline of approximately $210 million.

Filing Exhibits & Attachments

5 documents