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Entry Into a Material Definitive

On November6, 2015, BorgWarner Inc. (the Company) issued and sold 500,000,000 aggregate principal amount of its 1.800% Senior Notes due 2022 (the Notes). The Notes are governed by an indenture dated September23, 1999 (the Base Indenture) between the Company and The Bank of New York Mellon Trust Company, National Association, as trustee, as supplemented by the Fifth Supplemental Indenture, dated November6, 2015, between the Company and Deutsche Bank Trust Company Americas, as trustee, paying agent, security registrar and transfer agent for the Notes (the Fifth Supplemental Indenture, and, together with the Base Indenture, the Indenture). Pursuant to the Indenture, interest on the Notes will accrue at a rate of 1.800%per annum on the principal amount from November6, 2015, payable annu ally in arrears on November7 of each year, beginning on November7, 2016. The Notes will mature on November7, 2022, unless redeemed prior thereto. The Company may, at its option, redeem the Notes, in whole at any time or in part from time to time, at the applicable redemption price (as defined in the Indenture).

If a change of control repurchase event (as defined in the Indenture) occurs with respect to the Notes, unless the Company has exercised its right to redeem the Notes, the Company will make an offer to each holder of the Notes to repurchase all or any part of that holders Notes at a purchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus unpaid interest, if any, accrued thereon to, but excluding, the repurchase date.

The Notes will be the Companys general unsecured and unsubordinated obligations and will rank equally in right of payment with all of its other existing and future unsecured and unsubordinated obligations. The Notes will be effectively subordinated to any of the Companys existing or future secured debt to the extent of the...