EARNINGS CALL PRESENTATION - Q4 2016 - FEBRUARY 9, 2017 - BORGWARNER

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Earnings Call Presentation
     Q4 2016

February 9, 2017
Safe Harbor Statement
Statements contained in this presentation 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," "initiative," "intends," "outlook,“
"plans," "potential," "project," "pursue," "seek," "should," "target," "when," "would," and variations of such words and similar expressions are
intended to identify such forward-looking statements. All statements, other than statements of historical fact, 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. These statements are based on assumptions and analysis 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
in 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 document. Forward-looking statements are subject to risks and uncertainties, many of which
are difficult to predict and generally beyond our control and include risks noted under Item 1A, “Risk Factors,” of our Annual Report on Form 10-K
and in other reports that we file with the Securities and Exchange Commission. We do not undertake any obligation to update or announce
publicly any updates to or revision 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 is intended to provide meaningful
cautionary statements for purposes of the safe harbor provisions of the Act. This should not be construed as a complete list of all of the
economic, competitive, governmental, technological and other factors that could adversely affect our expected consolidated financial position,
results of operations or liquidity. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may
impair our business, operations, liquidity, financial condition and prospects.

© BorgWarner Inc.                                                   2
Agenda

 James Verrier – President and Chief Executive Officer
      Macro Outlook and Industry Perspective
      2016 Recap and 2017 Outlook
      Recent Product Announcements

 Ron Hundzinski – Chief Financial Officer
      Q4 2016 Results
      2017 Guidance

 Q&A

© BorgWarner Inc.                3
Industry Perspective
     and Company Update

James Verrier, President and Chief Executive Officer
Macro Outlook and Industry Perspective

 General Comments

 Market Outlook

 Regulatory/Technology Trends

© BorgWarner Inc.          5
2016 Recap and 2017 Outlook

 2016 organic growth toward the high end of our
   guidance range and solid operating performance

 2017 Guidance remains unchanged

 Strongly positioned to achieve mid to high
   single-digit organic growth over the long-term

© BorgWarner Inc.       6
Recent Product Announcements

   Electric Drive          Advanced                Silent chains        Advanced Engine
   Module (eDM)            wastegate               for Suzuki’s Solio   Timing System
                                                   hybrid vehicle.      for Alfa Romeo 2.0-liter
   with integrated         turbocharging
                                                                        gasoline engine.
   eGearDrive®             technology
   transmission            for HEVs from
   in two pure electric    BYD Auto Industry
   vehicles from a major   Company Limited.
   Chinese automaker.

© BorgWarner Inc.                              7
Earnings Review and
     Financial Outlook

Ron Hundzinski, Chief Financial Officer
Reconciliation to US GAAP
    $ in millions, except per share data
                                                                                                                             Non-US
                                                                                                                             GAAP
                                                                                                                             (Excluding
                                                                                                                             non-
                                                                                                                             comparable
                                                                                                                             Items,
               US GAAP      Asset        Etatech      Asbestos      Restructuring   Pension                    Tax           including
               (Reported)   Impairment   Impairment   IBNR          Expense         Settlement   M&A Expense   Adjustments   M&A)

2016 Q4

Sales          $2,259.0                                                                                                      $2,259.0

Operating      (458.0)      (20.6)       (12.6)       (703.6)                                    (4.8)                       283.6
income

% of sales     (20.3%)                                                                                                       12.6%

Diluted EPS    $(1.39)      $(0.12)      $(0.04)      $(2.07)                                    $(0.02)       $0.02         $0.85

2015 Q4

Sales          $2,123.1                                                                                                      $2,123.1

Operating      200.5                                                (24.4)          (25.7)       (17.9)                      268.5
income

% of sales     9.4%                                                                                                          12.6%

Diluted EPS    $0.56                                                $(0.11)         $(0.07)      $(0.06)       $0.03         $0.78

  © BorgWarner Inc.                                             9
BorgWarner Net Sales
 Q4 2015 to Q4 2016, $ in millions

                                $139          ($40)                            $37            $2,259
                                                             $2,222
              $2,123

          Q4 2015 net      Market growth,     FX           Q4 2016 net   Remy incremental   Q4 2016 net
             sales        price and net new                 sales from      net sales          sales
                               business                     continuing
                                                            operations
* % change to net sales        6.6%*                                           1.7%*

© BorgWarner Inc.                                     10
BorgWarner Operating Income*
  Q4 2015 to Q4 2016, $ in millions

                                                             $24                             ($8)
                                                                                                                         $285              ($1)             $284

                          $269
                                                  17% incremental
                                                      margin

                  12.6%                                                                                      12.8%                                             12.5%
                  margin                                                                                     margin                                            margin

                   Q4 2015       Market growth,                                               FX                         Q4 2016     Remy incremental     Q4 2016
               operating income* price, net new                                                                     operating income    operating     operating income*
                                 business and                                                                        from continuing    income**
                                  performance                                                                           operations

* Operating income as shown on this slide is non-US GAAP. See slide 3 for reconciliation to US GAAP
** Includes impact of Remy operating income or Adjusted EBIT, synergies and purchase price accounting adjustments

© BorgWarner Inc.                                                                                       11
Engine Segment Net Sales & Adjusted EBIT
 Q4 2015 to Q4 2016, $ in millions
           $1,397                              $18                                      $1,387
                                               1.3%*                      ($28)

       Q4 2015 net sales     Market growth, price and net new business    FX        Q4 2016 net sales

                                               $24                                       $248
            $230
                                                                          ($6)
                                      133% incremental
                                          margin

     Q4 2015 adjusted EBIT   Market growth, price, net new business and   FX      Q4 2016 adjusted EBIT
                                            performance

* % change to net sales

© BorgWarner Inc.                                                 12
Drivetrain Segment Net Sales & Adjusted EBIT
 Q4 2015 to Q4 2016, $ in millions

                                                                                                              $37                          $883
                                      $124                                        $846
          $735                                             ($12)                                              5.0%*
                                     16.9%*

     Q4 2015 net sales      Market growth, price and net    FX          Q4 2016 net sales excluding Remy incremental net sales   Q4 2016 net sales including
                                   new business                                   Remy                                                    Remy

                                        $13
                                                                                   $92                                                      $91
                                                            ($2)
                                                                                                               ($1)

           $81
                               11% incremental
                                   margin

 Q4 2015 net adjusted EBIT Market growth, price, net new     FX           Q4 2016 adjusted EBIT     Remy incremental adjusted      Q4 2016 adjusted EBIT
                            business and performance                         excluding Remy                  EBIT*                    including Remy
* % change to net sales

© BorgWarner Inc.                                                  13
Asbestos-Related Charge
 $441 million after tax charge on account of indemnity and defense
   costs for pending and future asbestos-related claims.
     One-time non-cash charge

     Undiscounted reasonable estimate of indemnity and defense costs.

     The cash costs already reflected in the company’s strong cash
        generation.

© BorgWarner Inc.                14
2017 Full Year Guidance

© BorgWarner Inc.      15
Organic Sales Growth of 3.5% - 6.0%
 $ in millions

                                                  $590        ($50)

                                                             ($100)
           $9,071                                                           ($320)
                                                                            $8,942      $8,942
                       $235         $8,836        $410

       2016 net sales   Remy     2016 Proforma   Backlog      Market         FX      2017 net sales
      including Remy Aftermarket                           Growth/Pricing
            AM         Impact

© BorgWarner Inc.                                16
Operating Margins Expand by 40-50 bps
 $ in millions

                                 $89             $10
                                                                                          $1,163
                                                                 ($10)
                                                                               ($40)
                                                                              $1,127
                 $1,114          $53                                                      $1,123

13.1%
margin

           2016 preliminary Market growth, Performance and Headwinds from      FX      2017 operating
           operating income price and backlog    other      corporate costs               income
                                                           and raw material
                                                                                       12.7% - 12.8%
            12.3% Margin                                                                   Margin

© BorgWarner Inc.                                      17
2017 Guidance - Other Items
   EPS Guidance                  $3.35-$3.45
   Free Cash Flow                $450-$500 million
   CapEx                         $475-$525 million
   Share Repurchases             $100+ million
   R&D Spending                  ~4% of sales
   Tax Rate                      ~32%
   $ / Euro Exchange Rate        $1.05

© BorgWarner Inc.            18
2017 First Quarter Guidance

© BorgWarner Inc.   19
Organic Sales Growth of 2.5% - 6.5%
 $ in millions

                                                $150         $(10)
                          $70

          $2,270                                             ($40)
                                     $2,200     $100         $(30)        ($60)     $2,240

       Q1 2016 net        Remy      Q1 2016    Backlog      Market         FX     Q1 2017 net
      sales including Aftermarket   Proforma             Growth/Pricing              sales
        Remy AM          Impact

© BorgWarner Inc.                              20
Q1’17 EPS Impacted by Timing of Costs
 $ in millions

                            $0.06

                                                                          $0.02            $0.85
              $0.83          $0.03           ($0.04)                                       $0.81
                                                            ($0.03)

          Q1 2016 EPS   Market growth,   Headwinds from      FX       Lower share      Q1 2017 EPS
                        price, net new   corporate costs,             count, net of   from continuing
                        business and       raw material               higher taxes       operations
                         performance     timing and other

© BorgWarner Inc.                                      21
Thank you!

© BorgWarner Inc.       22
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