Bond BorgWarner Inc. 4.625% ( US099724AG17 ) in USD

BorgWarner Inc.

100 % ⇌

United States

US099724AG17 ( in USD )

4.625% per year ( payment 2 times a year)

15/09/2020 - Bond has expired

Prospectus brochure of the bond BorgWarner US099724AG17 in USD 4.625%, expired

099724AG1

BorgWarner is a global leader in clean and efficient technology solutions for vehicles, providing powertrain components and systems including engine boosting, emission control, and drivetrain technologies.

BorgWarner's US099724AG17 bond, a USD-denominated 4.625% instrument issued in the United States, matured on September 15, 2020, and has been repaid at 100% of its face value.

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Table of Contents

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum

Title of Each Class of Securities Amount to be

Offering Price

Aggregate

Amount of
to be Registered

Registered

Per Unit

Offering Price
Registration Fee(1)
4.625% Senior Notes due 2020 $250,000,000
98.991%
$247,475,000
$17,644.97

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

Filed pursuant to Rule 424(b)(5)
Registration No. 333-149539
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 4, 2008)

$250,000,000

4.625% SENIOR NOTES DUE 2020

We are offering $250,000,000 aggregate principal amount of our 4.625% Senior Notes due 2020. The
Senior Notes will mature on September 15, 2020. We will pay interest on the Senior Notes on March 15
and September 15 of each year, beginning March 15, 2011. We may redeem the Senior Notes in whole or
in part at any time at the redemption price described in this prospectus supplement under "Description of
the Senior Notes -- Redemption at Our Option." If we experience a change of control repurchase event,
we may be required to offer to purchase the Senior Notes from holders.

The Senior Notes will be our general unsecured and unsubordinated obligations and will rank equally in
right of payment with all of our other existing and future unsecured and unsubordinated obligations. The
Senior Notes will be effectively subordinated to any of our existing or future secured debt to the extent of
the value of the assets securing such debt and will be structurally subordinated to all existing and future
obligations of our subsidiaries.

Investing in the Senior Notes involves risks. See the section entitled "Risk Factors"
beginning on page 14 of our Annual Report on Form 10-K for the year ended
December 31, 2009 and beginning on page S-6 of this prospectus supplement.

PRICE 98.991% AND ACCRUED INTEREST, IF ANY

Per Senior

Note

Total

Public offering price(1)

98.991 %
$247,477,500
Underwriting discounts and commissions

0.75 %
$1,875,000
Proceeds, before expenses, to us

98.241
%

$245,602,500

(1) Plus accrued interest, if any, from September 16, 2010.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
We do not intend to apply for listing of the Senior Notes on any securities exchange or for inclusion of the
Senior Notes in any automated dealer quotation system. Currently, there is no public market for the Senior
Notes.

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The underwriters expect to deliver the Senior Notes to purchasers in book-entry form through The Depository
Trust Company and its participants, including Clearstream and the Euroclear System, on or about
September 16 , 2010.

Sole Book-Running Manager
MORGAN STANLEY

Lead Co-Managers
BofA Merrill Lynch
Deutsche Bank Securities

Co-Managers
Citi

KeyBanc Capital Markets

US Bankcorp

Wells Fargo Securities

September 13, 2010
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TABLE OF CONTENTS

Prospectus Supplement

Page

About this Prospectus Supplement

S-ii
Forward-Looking Statements

S-ii
Summary

S-1
Risk Factors

S-6
Use of Proceeds

S-9
Ratio of Earnings to Fixed Charges

S-9
Capitalization
S-10
Description of the Senior Notes
S-11
Certain United States Federal Income Tax Considerations
S-18
Underwriting
S-22
Legal Matters
S-23
Experts
S-23
Where You Can Find More Information
S-23
Incorporation Of Certain Information By Reference
S-24

Prospectus

Page

Forward-Looking Statements

3
About this Prospectus

3
About BorgWarner Inc.

3
Use of Proceeds

4
Consolidated Ratio of Earnings to Fixed Charges

4
Description of Securities

4
Description of Debt Securities

4
Description of Preferred Stock
14
Description of Common Stock
16
Description of Depositary Shares
20
Description of Warrants
22
Description of Units
25
Forms of Securities
27
Plan of Distribution
30
Legal Matters
31
Experts
31
Where You Can Find More Information
31
Incorporation of Documents by Reference
32

You should rely only on the information contained or incorporated by reference into this
prospectus supplement and the accompanying prospectus. We have not, and the underwriters have not,
authorized any other person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. You should assume that the
information appearing or incorporated by reference into this prospectus supplement and the
accompanying prospectus is accurate only as of the respective dates of those documents in which the
information is contained. Our business, financial condition, results of operations and prospects may
have changed since those dates.

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the
specific terms of the Senior Notes that we are offering and other matters relating to us and our
financial condition. The second part is the attached base prospectus, which gives more general
information about securities we may offer from time to time, some of which does not apply to the
Senior Notes we are offering. The description of the terms of the Senior Notes in this prospectus
supplement supplements the description in the accompanying prospectus under "Description of Debt
Securities," and to the extent it is inconsistent with that description, the information in this prospectus
supplement replaces the information in the accompanying prospectus. Generally, when we refer to the
prospectus, we are referring to both parts of this document combined. If information in the prospectus
supplement differs from information in the accompanying prospectus, you should rely on the
information in this prospectus supplement.

Except as used in "Description of the Senior Notes," as the context otherwise requires, or as
otherwise specified or used in this prospectus supplement or the accompanying prospectus, the terms
"we," "our," "us," "the company," "BWA" and "BorgWarner" refer to BorgWarner Inc. and its
consolidated subsidiaries. References in this prospectus supplement to "U.S. dollars," "U.S. $" or "$"
are to the currency of the United States of America.

The distribution of this prospectus supplement and the accompanying prospectus and the offering
of the Senior Notes in certain jurisdictions may be restricted by law. Persons who come into
possession of this prospectus supplement and the accompanying prospectus should inform themselves
about and observe any such restrictions. This prospectus supplement and the accompanying prospectus
do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer
or solicitation.

You should not consider any information in this prospectus supplement or the accompanying
prospectus to be investment, legal or tax advice. You should consult your own counsel, accountant and
other advisors for legal, tax, business, financial and related advice regarding the purchase of the Senior
Notes. We are not making any representation to you regarding the legality of an investment in the
Senior Notes by you under applicable investment or similar laws.

You should read and consider all of the information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus before making your investment decision.

FORWARD-LOOKING STATEMENTS

Statements contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus may contain forward-looking statements as contemplated by the 1995
Private Securities Litigation Reform Act, 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are based on management's current outlook, expectations, estimates and
projections. Words such as "outlook," "expects," "anticipates," "intends," "plans," "believes,"
"estimates," "will," "strategy," "continue," "could," "forecast," "likely," "may," "position,"
"possible," "potential," "probable," "project," "should" and variations of such words and similar
expressions are intended to identify such forward-looking statements. 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. Such risks and uncertainties include: fluctuations in domestic
or foreign vehicle production, the continued use of outside suppliers, fluctuations in demand for
vehicles containing our products, changes in general economic conditions, as well as the other risks
described under the section entitled "Risk Factors" beginning on page 14 of our Annual Report on
Form 10-K for the year ended December 31, 2009 and beginning on page S-6 of this prospectus
supplement. We do not undertake any obligation to update any forward-looking statements.
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SUMMARY

This summary highlights information from this prospectus supplement and the
accompanying prospectus. It is not complete and may not contain all of the information that you
should consider before investing in our Senior Notes. We encourage you to read this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference in their
entirety before making an investment decision, including the information set forth under the
heading "Risk Factors."

The Company

We are a leading, global supplier of highly engineered automotive systems and components,
primarily for powertrain applications. Our products help improve vehicle performance, fuel
efficiency, stability and air quality. These products are manufactured and sold worldwide,
primarily to original equipment manufacturers of light-vehicles (passenger cars, sport-utility
vehicles, vans and light-trucks). The Company's products are also sold to other original
equipment manufacturers of commercial trucks, buses and agricultural and off-highway
vehicles. We also manufacture and sell our products to certain Tier One vehicle systems
suppliers and into the aftermarket for light and commercial vehicles. The Company operates
manufacturing facilities serving customers in the Americas, Europe and Asia, and is an original
equipment supplier to every major automotive original equipment manufacturer in the world.

BorgWarner is a corporation organized under the laws of the State of Delaware. Our
principal office is located at 3850 Hamlin Road, Auburn Hills, Michigan 48326, our telephone
number is (248) 754-9200 and our website address is www.borgwarner.com. The information
on our website is not incorporated by reference in, and does not form a part of, this prospectus
supplement or the accompanying prospectus.
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THE OFFERING

The brief summary below describes the principal terms of the Senior Notes. Some of the
terms and conditions described below are subject to important limitations and exceptions. The
"Description of the Senior Notes" section of this prospectus supplement and the "Description
of Debt Securities" section of the accompanying prospectus contain a more detailed description
of the terms and conditions of the Senior Notes. As used in this section, "we," "our" and "us"
refer to BorgWarner Inc. and not to its consolidated subsidiaries.

Issuer
BorgWarner Inc.

Notes Offered
$250,000,000 aggregate principal amount of 4.625% Senior
Notes due 2020.

Maturity
The Senior Notes will mature on September 15, 2020.

Interest
The Senior Notes will bear interest at a rate of 4.625% per
year. Interest will be payable semiannually in arrears on
March 15 and September 15 of each year, beginning on
March 15, 2011.

Optional Redemption
We may redeem the Senior Notes at any time or from time
to time, in whole or in part, at the redemption price equal to
the greater of:

· 100% of the principal amount of the Senior Notes being
redeemed; and

· the sum of the present values of the principal amount of
and remaining scheduled payments of interest on the
Senior Notes to be redeemed (not including any portion of
payments of interest accrued as of the redemption date)
discounted to the redemption date on a semi-annual basis
at the Treasury Rate (as defined below) plus 30 basis
points;

plus, in each case, accrued and unpaid interest to, but not
including, the redemption date for the Senior Notes.

The redemption price will be calculated assuming a 360-day
year consisting of twelve 30-day months. See "Description
of the Senior Notes -- Redemption at Our Option."

Offer to Repurchase Upon
If a change of control repurchase event (as defined below)
Change of Control Repurchase occurs, unless we have exercised our right to redeem the
Event
Senior Notes, we will make an offer to each holder of the
Senior Notes to repurchase all or any part of that holder's
Senior Notes at a purchase price in cash equal to 101% of
the aggregate principal amount of Senior Notes repurchased
plus any accrued and unpaid interest on the Senior Notes
repurchased to the date of purchase. See "Description of the
Senior Notes -- Change of Control Repurchase Event."

Ranking
The Senior Notes will be our general unsecured and
unsubordinated obligations and will rank equally in right of
payment with all of our other existing and future unsecured
and unsubordinated obligations. The Senior Notes will be
effectively subordinated to any of our existing or future
secured debt to the extent of the value of the assets securing
such debt and will be structurally subordinated to all
existing and future obligations of our subsidiaries. See
"Description of the Senior Notes -- Ranking."
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