Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the proposed transaction. In connection with the proposed transaction, Delphi Technologies
filed with the SEC the Proxy Statement and may file with the SEC other relevant documents. This communication does not constitute a solicitation of any vote or approval. Before making any voting decision, Delphi Technologies shareholders are
urged to read the Proxy Statement and any other relevant documents filed or to be filed with the SEC in connection with the proposed transaction or incorporated by reference in the Proxy Statement carefully and in their entirety when they become
available because they contain or will contain important information about the proposed transaction and the parties to the proposed transaction.
Investors are able to obtain free of charge the Proxy Statement and other documents filed with the SEC (when available) at the SECs website at
http://www.sec.gov. In addition, the Proxy Statement and Delphi Technologies and BorgWarners respective annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as
amended, are available free of charge through Delphi Technologies and BorgWarners websites at www.delphi.com and www.borgwarner.com, respectively, as soon as reasonably practicable after they are electronically filed with, or furnished
to, the SEC.
Notice Regarding Forward-Looking Statements
This communication may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that reflect, when made, Delphi
Technologies or BorgWarners respective current views with respect to future events, including the proposed transaction, and financial performance or that are based on their respective managements current outlook, expectations,
estimates and projections, including with respect to the combined company following the proposed transaction, if completed. Such forward-looking statements are subject to many risks, uncertainties and factors relating to Delphi Technologies or
BorgWarners respective operations and business environment, which may cause the actual results of Delphi Technologies or BorgWarner to be materially different from those indicated in the forward-looking statements. All statements that address
future operating, financial or business performance or Delphi Technologies or BorgWarners respective strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words
such as may, might, will, should, could, designed, effect, evaluates, forecasts, goal, guidance,
initiative, intends, pursue, seek, target, when, will, expects, plans, intends, anticipates, believes,
estimates, predicts, projects, potential, outlook or continue, the negatives thereof and other comparable terminology. Factors that could cause actual results to differ
materially from these forward-looking statements include, but are not limited to, the possibility that the proposed transaction will not be pursued; failure to obtain necessary shareholder approvals, regulatory approvals or required financing or to
satisfy any of the other conditions to the proposed transaction; adverse effects on the market price of Delphi Technologies ordinary shares or BorgWarners shares of common stock and on Delphi Technologies or BorgWarners
operating results because of a failure to complete the proposed transaction; failure to realize the expected benefits of the proposed transaction; failure to promptly and effectively integrate Delphi Technologies businesses; negative effects
relating to the announcement of the proposed transaction or any further announcements relating to the proposed transaction or the consummation of the proposed transaction on the market price of Delphi Technologies ordinary shares or
BorgWarners shares of common stock; significant transaction costs and/or unknown or inestimable liabilities; potential litigation associated with the proposed transaction; general economic and business conditions that affect the combined
company following the consummation of the proposed transaction; changes in global, political, economic, business, competitive, market and regulatory forces; changes in tax laws, regulations, rates and policies; future business acquisitions or
disposals; the scope and duration of the COVID-19 pandemic and actions taken by governmental authorities in response thereto; the significant and unprecedented market disruption caused by the COVID-19 pandemic and its impact on the businesses, operations and financial conditions of BorgWarner and Delphi Technologies; competitive developments; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond Delphi Technologies or BorgWarners control.
For additional information about these and other factors, see the information under the caption Risk Factors in Delphi Technologies most
recent Annual Report on Form 10-K filed with the SEC and Managements Discussion and Analysis of Financial Condition and Results of Operations filed on February 13, 2020, the information
under the caption Risk Factors in Delphi Technologies Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed with the SEC on May 7, 2020, the information under the
caption Risk Factors in BorgWarners most recent Annual Report on Form 10-K filed with the SEC and Managements Discussion and Analysis of Financial Condition and Results of
Operations on February 13, 2020, and the information under the caption Risk Factors in BorgWarners Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed
with the SEC on May 6, 2020.
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