STOCK TITAN

BorgWarner (NYSE: BWA) boosts 2026 EPS guidance, adds $1B buyback

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BorgWarner Inc. reported solid second quarter 2026 results with U.S. GAAP net sales of $3,648 million, up about 0.3% year-over-year, while organic net sales declined 1.2%. Net earnings attributable to BorgWarner rose to $277 million, or $1.34 per diluted share, and adjusted earnings were $1.42 per diluted share, up 17.4% from 2025. GAAP operating margin improved to 10.1% and adjusted operating margin to 11.3%, supported by cost controls despite softer light-vehicle production and lower Battery Energy Systems sales.

Free cash flow was $492 million, and the company returned capital through approximately $100 million of share repurchases and $34 million in dividends during the quarter. The board added $1 billion to the share repurchase program, bringing total authorization to about $1.35 billion through 2029. For full year 2026, BorgWarner maintained its net sales outlook of $14.0–$14.3 billion but raised adjusted EPS guidance to $5.05–$5.30 per diluted share and expects adjusted operating margin of 10.7%–10.9% and free cash flow of $900–$1,100 million, while planning higher R&D investment and highlighting multiple new awards across its electrification and propulsion portfolio.

Positive

  • Adjusted diluted EPS rose 17.4% to $1.42 in Q2 2026, with GAAP operating margin expanding to 10.1% and adjusted operating margin to 11.3% compared with the second quarter of 2025.
  • 2026 adjusted EPS guidance increased to $5.05–$5.30 per diluted share, and the board expanded the share repurchase authorization by $1 billion to approximately $1.35 billion through 2029.

Negative

  • None.

Filing Explained

The filing expands potential repurchases, but the $1 billion increase is authorization—not $1 billion of completed purchases.

The August 5, 2026 Form 8-K furnishes BorgWarner’s second-quarter and six-month 2026 results under Item 2.02; the release is furnished rather than filed for Exchange Act and Securities Act incorporation purposes.

The added $1 billion share-repurchase authorization is permission for potential purchases through 2029, not completed repurchases; the release separately reports approximately $100 million repurchased during the quarter.

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.
Q2 2026 net sales $3,648 million Consolidated net sales for the second quarter of 2026
Q2 2026 GAAP diluted EPS $1.34 Earnings per diluted share for Q2 2026
Q2 2026 adjusted diluted EPS $1.42 Adjusted earnings per diluted share, up 17.4% vs Q2 2025
Q2 2026 GAAP operating margin 10.1% GAAP operating margin for the second quarter of 2026
Q2 2026 adjusted operating margin 11.3% Adjusted operating margin for the second quarter of 2026
Q2 2026 free cash flow $492 million Free cash flow generated in the second quarter of 2026
Share repurchase authorization $1.35 billion Total share repurchase authorization after $1 billion increase
2026 adjusted EPS guidance $5.05–$5.30 Full year 2026 adjusted earnings per diluted share guidance range
organic net sales financial
"organic net sales decreased approximately 1.2% year-over-year"
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
"adjusted operating margin of 11.3%, or an increase of 100 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 $492 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.
Battery Energy Systems financial
"Battery Energy Systems segment sales of approximately $60 million"
non-comparable items financial
"non-comparable items presented below are calculated after tax"
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.
Net sales $3,648 million up approximately 0.3% compared with the second quarter of 2025
GAAP diluted EPS $1.34 up 30.1% from $1.03 in the second quarter of 2025
Adjusted diluted EPS $1.42 up 17.4% from adjusted earnings per diluted share of $1.21 in Q2 2025
GAAP operating margin 10.1% increased 220 basis points compared with the second quarter of 2025
Adjusted operating margin 11.3% increased 100 basis points compared with the second quarter of 2025
Guidance

For full year 2026, BorgWarner expects net sales of $14.0–$14.3 billion, U.S. GAAP diluted EPS of $4.72–$4.94, adjusted diluted EPS of $5.05–$5.30, operating cash flow of $1,600–$1,700 million, and free cash flow of $900–$1,100 million.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did BorgWarner (BWA) perform financially in Q2 2026?

BorgWarner delivered Q2 2026 net sales of $3,648 million, up about 0.3% year-over-year. Net earnings attributable to the company were $277 million, with diluted EPS of $1.34 and adjusted diluted EPS of $1.42, reflecting 17.4% growth versus Q2 2025.

What were BorgWarner (BWA)'s operating margins in Q2 2026?

BorgWarner achieved a Q2 2026 U.S. GAAP operating margin of 10.1%, up 220 basis points year-over-year. Adjusted operating margin reached 11.3%, an improvement of 100 basis points compared with the second quarter of 2025, supported by ongoing cost-control efforts.

How did organic net sales change for BorgWarner (BWA) in Q2 2026?

Organic net sales for Q2 2026 decreased by 1.2% year-over-year, excluding foreign currency effects and M&A. Battery Energy Systems net sales declined from $159 million to $100 million, while PowerDrive Systems achieved organic net sales growth of 11.7% in the quarter.

What is BorgWarner (BWA)'s full year 2026 earnings guidance?

For 2026, BorgWarner expects U.S. GAAP diluted EPS of $4.72–$4.94 and adjusted diluted EPS of $5.05–$5.30. The outlook also includes an expected U.S. GAAP operating margin of 9.6%–9.8% and adjusted operating margin of 10.7%–10.9%.

How much capital is BorgWarner (BWA) returning to shareholders?

In Q2 2026, BorgWarner repurchased approximately $100 million of its shares and paid $34 million in dividends. The board also increased the share repurchase authorization by $1 billion, bringing total authorization to about $1.35 billion through 2029.

What are BorgWarner (BWA)'s 2026 sales and cash flow expectations?

BorgWarner projects 2026 net sales of $14.0–$14.3 billion, implying an organic net sales change of down 3.5% to down 1.5%. Full year operating cash flow is guided to $1,600–$1,700 million, with expected free cash flow of $900–$1,100 million.

What strategic developments did BorgWarner (BWA) highlight for Q2 2026?

BorgWarner announced seven new awards across its portfolio, including eTurbo, torque-on-demand transfer cases, variable cam timing, integrated drive modules and inverters. It also plans to increase 2026 R&D spending to advance data center and industrial market opportunities.
0000908255FALSE00009082552026-08-052026-08-050000908255us-gaap:CommonStockMember2026-08-052026-08-050000908255bwa:SeniorNotesDueMay2031Memberus-gaap:SeniorNotesMember2026-08-052026-08-05

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): August 5, 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 organizationIdentification No.)
3850 Hamlin Road, Auburn Hills,Michigan48326
(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 August 5, 2026, BorgWarner Inc. issued a press release announcing its financial results for the quarter and six months ended June 30, 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 August 5, 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: August 5, 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 Second Quarter 2026 Results
Increases 2026 Adjusted EPS Guidance and Share Repurchase Authorization By $1 Billion
Announces 7 Awards Across Portfolio to Support Long-Term Profitable Growth

Auburn Hills, Michigan, August 5, 2026 – BorgWarner Inc. (NYSE: BWA) today reported second quarter results for 2026.

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

New Business Awards Across Portfolio
The Company secured multiple new business awards that are expected to support its long-term profitable growth, including the following:
New eTurbo award with a major European OEM for an advanced hybrid passenger car application. Production is expected to begin in 2029.
Torque-on-demand with mechanical lock transfer case award with a Chinese OEM for a newly developed, full-size SUV. Production is expected to begin in the fourth quarter of 2026.
Two variable cam timing awards. These include a conquest award with a major Chinese OEM and a program life extension award with a leading European premium OEM. Production is expected to begin in 2026 and 2027, respectively.
Integrated Drive Modules (iDM) award with a global OEM. This program utilizes the Company’s next-generation iDM technology, setting a new benchmark in performance, efficiency and system integration. Production is expected to begin in 2027.
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Two high-volume inverter extension awards with a major European OEM for plug-in hybrid and 800V battery-electric vehicles. Production is expected to begin in 2029.

Second Quarter Highlights:
U.S. GAAP net sales of $3,648 million, an increase of approximately 0.3% compared with the second quarter of 2025.
Excluding the impact of foreign currencies, organic net sales decreased 1.2% compared with the second quarter of 2025.
U.S. GAAP net earnings of $1.34 per diluted share.
Excluding $0.08 of net losses per diluted share related to non-comparable items (detailed in the table below), adjusted net earnings were $1.42 per diluted share, an increase of 17.4% compared with the second quarter of 2025.
U.S. GAAP operating income of $370 million, or 10.1% of net sales.
◦ Excluding $43 million of pretax expenses related to non-comparable items, adjusted operating income was $413 million, or 11.3% of net sales.
Net cash provided by operating activities of $586 million.
◦ Free cash flow of $492 million.
Financial Results:
The Company believes the following table is useful in highlighting non-comparable items that impacted its U.S. GAAP net earnings per diluted share. The non-comparable items presented below are calculated after tax using the corresponding effective tax rate discrete to each item and the weighted average number of diluted shares for the periods presented. The Company defines adjusted earnings per diluted share as earnings per diluted share adjusted to eliminate the impact of restructuring expense, merger, acquisition and divestiture expense, other net expenses, discontinued operations and other gains and losses not reflective of the Company’s ongoing operations and related tax effects.
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Earnings per diluted share$1.34 $1.03 $2.50 $1.75 
Non-comparable items:
Restructuring expense0.07 0.06 0.13 0.17 
Accelerated depreciation0.03 0.08 0.03 0.08 
Adjustments associated with Spin-Off related balances— 0.01 0.01 (0.01)
Impairment charges— 0.01 — 0.16 
Write-off of customer incentive asset— 0.03 — 0.03 
Costs to exit charging business— 0.02 — 0.13 
Chief Executive Officer ("CEO") transition compensation— 0.03 — 0.03 
Loss on sale of assets— 0.02 — 0.02 
Merger and acquisition expense, net— — (0.01)0.01 
Unrealized gain on equity securities(0.02)— (0.01)— 
Tax adjustments(0.01)(0.08)— (0.06)
Other non-comparable items0.01 — 0.01 0.01 
Adjusted earnings per diluted share$1.42 $1.21 $2.66 $2.32 

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

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

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

At 9:30 a.m. ET today, a brief conference call concerning second quarter 2026 results and full year guidance will be webcast at: https://www.borgwarner.com/investors. Additionally, an earnings call presentation will be available at https://www.borgwarner.com/investors.
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For more than 130 years, BorgWarner has been a transformative global product leader bringing successful mobility innovation to market. With a focus on sustainability, we’re helping to build a cleaner, healthier, safer future for all.

# # #

Forward Looking Statements: This release may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that are based on management’s current outlook, expectations, estimates and projections. Words such as “anticipates,” “believes,” “continues,” “could,” “designed,” “effect,” “estimates,” “evaluates,” “expects,” “forecasts,” “goal,” “guidance,” “initiative,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Further, all statements, other than statements of historical fact, contained or incorporated by reference in this release that we expect or anticipate will or may occur in the future regarding our financial position, including our guidance for full year 2026, our business strategy and measures to implement that strategy, including changes to operations, competitive strengths, goals, expansion and profitable growth of our business and operations, plans, references to future success, including the anticipated benefits of increased investments in research and development, our new business awards and other such matters, are forward-looking statements. Accounting estimates, such as those described under the heading “Critical Accounting Policies and Estimates” in Item 7 of our most recently filed Annual Report on Form 10-K (“Form 10-K”), are inherently forward-looking. All forward-looking statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. Forward-looking statements are not guarantees of performance, and the Company’s actual results may differ materially from those expressed, projected or implied in or by the forward-looking statements.

You should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. These risks and uncertainties, among others, include: the success of our portfolio strategy; supply disruptions impacting us or our customers, commodity availability and pricing and an inability to achieve expected levels of recoverability in commercial negotiations with customers concerning these costs; conditions in the automotive industry; competitive challenges from existing and new competitors, including original equipment manufacturer (“OEM”) customers; the challenges associated with rapidly changing technologies, including artificial intelligence, and our ability to innovate in response; the difficulty in forecasting demand for electric vehicles and our electric vehicles revenue growth; potential future changes in laws and regulations, including, by way of example, taxes and tariffs, in the countries in which we operate; potential disruptions in the global economy caused by wars or other geopolitical conflicts; the ability to identify targets and consummate acquisitions on acceptable terms; failure to realize the expected benefits of acquisitions on a timely basis; the possibility that our 2023 tax-free spin-off of our former Fuel Systems and Aftermarket segments into a separate publicly traded company will not achieve
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its intended tax benefits; the failure to promptly and effectively integrate acquired businesses; the potential for unknown or inestimable liabilities relating to the acquired businesses; impacts of our exit of the charging business; our dependence on automotive and truck production, which is highly cyclical and subject to disruptions; our reliance on major OEM customers; impacts of any future strikes involving any of our OEM customers and any actions such OEM customers take in response; fluctuations in interest rates and foreign currency exchange rates; our dependence on information systems; the uncertainty of the global economic environment; the uncertainty surrounding global trade policies, including tariffs (and any potential refund recovery of tariffs imposed under the International Emergency Economic Powers Act) and export restrictions and their impact on the Company, its customers and its suppliers; the outcome of existing or any future legal proceedings, including litigation with respect to various claims, or governmental investigations, including related litigation; impacts from any potential future acquisition or disposition transactions; and the other risks discussed in reports that we file with the Securities and Exchange Commission, including in Item 1A. “Risk Factors” in our most recently filed Form 10-K and/or Quarterly Report on Form 10-Q. We do not undertake any obligation to update or announce publicly any updates to or revisions to any of the forward-looking statements in this release to reflect any change in our expectations or any change in events, conditions, circumstances, or assumptions underlying the statements.
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BorgWarner Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in millions, except per share amounts)
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net sales$3,648 $3,638 $7,181 $7,153 
Cost of sales2,927 2,998 5,783 5,874 
Gross profit721 640 1,398 1,279 
Gross margin19.8 %17.6 %19.5 %17.9 %
Selling, general and administrative expenses331 317 659 632 
Restructuring expense21 17 39 48 
Other operating (income) expense, net(1)14 (6)31 
Impairment charges— — 42 
Operating income370 289 706 526 
Equity in affiliates’ earnings, net of tax(10)(8)(16)(18)
Unrealized gain on equity securities(4)(1)(3)(1)
Interest expense, net10 12 21 24 
Other postretirement expense
Earnings before income taxes and noncontrolling interest372 284 700 516 
Provision for income taxes81 52 154 113 
Net earnings291 232 546 403 
Net earnings attributable to noncontrolling interest14 27 22 
Net earnings attributable to BorgWarner Inc. $277 $224 $519 $381 
Earnings per share attributable to BorgWarner Inc. — diluted$1.34 $1.03 $2.50 $1.75 
Weighted average shares outstanding:
Basic203.0 216.3 204.2 216.7 
Diluted206.3 218.2 207.3 218.1 
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BorgWarner Inc.
Net Sales by Reportable Segment (Unaudited)
(in millions)
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Turbos & Thermal Technologies$1,442 $1,481 $2,875 $2,935 
Drivetrain & Morse Systems1,455 1,429 2,877 2,790 
PowerDrive Systems665 581 1,252 1,142 
Battery Energy Systems100 159 202 309 
Inter-segment eliminations(14)(12)(25)(23)
Net sales$3,648 $3,638 $7,181 $7,153 
Segment Adjusted Operating Income (Loss) (Unaudited)
(in millions)
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Turbos & Thermal Technologies$225 $227 $439 $462 
Drivetrain & Morse Systems277 260 537 503 
PowerDrive Systems(29)(33)(65)(76)
Battery Energy Systems(2)(12)(4)(34)
Segment Adjusted Operating Income471 442 907 855 
Corporate, including stock-based compensation58 69 122 130 
Restructuring expense21 17 39 48 
Intangible asset amortization expense14 16 30 33 
Accelerated depreciation21 21 
Adjustments associated with Spin-Off related balances(1)(1)
Impairment charges— — 42 
Write-off of customer incentive asset— — 
Costs to exit charging business— — 32 
Chief Executive Officer ("CEO") transition compensation— — 
Loss on sale of assets— — 
Loss on sale of businesses— — — 
Merger and acquisition expense, net— — (2)
Other non-comparable items
Equity in affiliates’ earnings, net of tax(10)(8)(16)(18)
Unrealized gain on equity securities(4)(1)(3)(1)
Interest expense, net10 12 21 24 
Other postretirement expense
Earnings before income taxes and noncontrolling interest$372 $284 $700 $516 
Provision for income taxes81 52 154 113 
Net earnings291 232 546 403 
Net earnings attributable to noncontrolling interest14 27 22 
Net earnings attributable to BorgWarner Inc.$277 $224 $519 $381 
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BorgWarner Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in millions)
June 30,
2026
December 31,
2025
ASSETS
Cash and cash equivalents$2,448 $2,313 
Receivables, net3,056 2,962 
Inventories1,232 1,207 
Prepayments and other current assets352 313 
Total current assets7,088 6,795 
Property, plant and equipment, net3,220 3,330 
Other non-current assets3,626 3,644 
Total assets$13,934 $13,769 
LIABILITIES AND EQUITY
Short-term debt$$
Accounts payable2,138 1,996 
Other current liabilities1,190 1,281 
Total current liabilities3,333 3,282 
Long-term debt3,863 3,894 
Other non-current liabilities:940 979 
Total liabilities8,136 8,155 
Total BorgWarner Inc. stockholders’ equity5,621 5,442 
Noncontrolling interest177 172 
Total equity5,798 5,614 
Total liabilities and equity$13,934 $13,769 


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BorgWarner Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in millions)
Six Months Ended June 30,
20262025
OPERATING ACTIVITIES
Net cash provided by operating activities$738 $661 
INVESTING ACTIVITIES
Capital expenditures, including tooling outlays(239)(196)
Customer advances related to capital expenditures
Proceeds from settlement of net investment hedges, net
Payments for investments in equity securities(2)— 
Proceeds from the sale of business, net— 
Proceeds from asset disposals and other, net16 
Net cash used in investing activities(225)(158)
FINANCING ACTIVITIES
Payments of notes payable— (5)
Repayments of debt, including current portion(3)(403)
Payments for purchase of treasury stock(250)(108)
Payments for excise tax on purchase of treasury stock(5)— 
Payments for stock-based compensation items(28)(18)
Payment for business acquired, net of cash acquired(3)— 
Payments for contingent consideration— (4)
Dividends paid to BorgWarner stockholders(69)(48)
Dividends paid to noncontrolling stockholders(10)(20)
Net cash used in financing activities(368)(606)
Effect of exchange rate changes on cash(10)50 
Net increase (decrease) in cash and cash equivalents 135 (53)
Cash and cash equivalents at beginning of year2,313 2,094 
Cash, cash equivalents and restricted cash at end of period$2,448 $2,041 
Supplemental Information (Unaudited)
(in millions)
Six Months Ended June 30,
20262025
Depreciation and tooling amortization$264 $301 
Intangible asset amortization$30 $33 

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

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

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

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

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

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

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

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

Adjusted Operating Income and Adjusted Operating Margin (Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
(in millions)2026202520262025
Net sales$3,648 $3,638 $7,181 $7,153 
Operating income$370 $289 $706 $526 
Operating margin10.1%7.9%9.8%7.4%
Non-comparable items:
Restructuring expense$21 $17 $39 $48 
Intangible asset amortization expense14 16 30 33 
Accelerated depreciation21 21 
Adjustments associated with Spin-Off related balances(1)(1)
Impairment charges— — 42 
Costs to exit charging business— — 32 
Chief Executive Officer ("CEO") transition compensation— — 
Write-off of customer incentive asset— — 
Loss on sale of assets— — 
Loss on sale of businesses— — — 
Merger and acquisition expense, net— — (2)
Other non-comparable items
Adjusted operating income$413 $373 $785 $725 
Adjusted operating margin11.3%10.3%10.9%10.1%


Free Cash Flow Reconciliation (Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
(in millions)2026202520262025
Net cash provided by operating activities$586 $579 $738 $661 
Capital expenditures, including tooling outlays(96)(77)(239)(196)
Customer advances related to capital expenditures
Free cash flow$492 $507 $505 $472 


Second Quarter 2026 Organic Net Sales Change (Unaudited)
(in millions)Q2 2025 Net SalesFXOrganic Net Sales ChangeQ2 2026 Net SalesOrganic Net Sales Change %
Turbos & Thermal Technologies$1,481$24$(63)$1,442 (4.3)%
Drivetrain & Morse Systems1,42911151,455 1.0%
PowerDrive Systems5811668665 11.7%
Battery Energy Systems1593(62)100 (39.0)%
Inter-segment eliminations(12)(2)(14)16.7%
Net sales$3,638$54$(44)$3,648(1.2)%

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Year to Date 2026 Organic Net Sales Change (Unaudited)
(in millions)
Q2 2025 YTD Net Sales
FXOrganic Net Sales Change
Q2 2026 YTD Net Sales
Organic Net Sales Change %
Turbos & Thermal Technologies$2,935$105$(165)$2,875(5.6)%
Drivetrain & Morse Systems2,79060272,8771.0%
PowerDrive Systems1,14247631,2525.5%
Battery Energy Systems3099(116)202(37.5)%
Inter-segment eliminations(23)(2)(25)8.7%
Total$7,153$221$(193)$7,181(2.7)%


Adjusted Operating Income and Adjusted Operating Margin Guidance Reconciliation (Unaudited)
Full Year 2026 Guidance
(in millions)LowHigh
Net sales$14,000 $14,300 
Operating income$1,343 $1,398 
Operating margin9.6 %9.8 %
Non-comparable items:
Restructuring expense$90 $100 
Intangible asset amortization57 57 
Accelerated depreciation
Adjustment associated with Spin-Off related balances
Merger and acquisition expense, net(2)(2)
Other non-comparable items
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$4.72 $4.94 
Non-comparable items:
Restructuring expense$0.30 $0.33 
Accelerated depreciation0.03 0.03 
Adjustment associated with Spin-Off related balances0.01 0.01 
Unrealized gain on equity securities(0.01)(0.01)
Merger and acquisition expense, net(0.01)(0.01)
Other non-comparable items0.01 0.01 
Adjusted Earnings per Diluted Share$5.05 $5.30 

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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$175$(250)$(241)$14,000(1.7)%(3.4)%(3.0)%
High$14,316$175$(250)$59$14,3000.4%(1.3)%—%

Full Year 2026 Estimated Year-Over-Year Change in Production (Unaudited)
North AmericaEuropeChinaTotalBorgWarner Weighted Total
Light vehicle(2.5)% to 1.5%(2)% to 1%(7)% to (4)%(3)% to (1)%(3)% to 0%




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