DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ý

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

ýSoliciting Material under §240.14a-12

Delphi Technologies PLC

(Name of Registrant as Specified In Its Charter)

BorgWarner Inc.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:
(2)	Aggregate number of securities to which transaction applies:
(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)	Proposed maximum aggregate value of transaction:
(5)	Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:
(2)	Form, Schedule or Registration Statement No.:
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(4)	Date Filed:

EXPLANATORY NOTE

This filing relates to the proposed transaction (the "Transaction") between BorgWarner Inc. (the “Company” or “BorgWarner”) and Delphi Technologies PLC (“Delphi Technologies”) pursuant to the Transaction Agreement, dated January 28, 2020, by and between the Company and Delphi Technologies.

The following documents and communications will be used by the Company in making presentations to certain of Delphi Technologies' employees and other persons during site visits with respect to the Transaction and are filed herewith:

•Site visit presentation

•Rules of engagement in light of pending acquisition

No Offer or Solicitation

This filing is being made in respect of the proposed acquisition (the “proposed transaction”) of Delphi Technologies by BorgWarner. This filing is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this filing is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a proposed transaction not subject to, such registration requirements. Any securities issued in the proposed transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the Securities Act. In connection with the proposed transaction, Delphi Technologies will file certain proxy materials, which shall constitute the scheme document and the proxy statement relating to the proposed transaction (the “proxy statement”). The proxy statement will contain the full terms and conditions of the proposed transaction, including details with respect to the Delphi Technologies shareholder vote in respect of the proposed transaction. Any decision in respect of, or other response to, the proposed transaction should be made only on the basis of the information contained in the proxy statement.

Participants in the Solicitation

Delphi Technologies, BorgWarner and certain of their respective directors, executive officers and employees may be deemed “participants” in the solicitation of proxies from Delphi Technologies shareholders in respect of the proposed transaction. Information regarding the foregoing persons, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and any other relevant documents to be filed with the Securities and Exchange Commission (the “SEC”). You can find information about Delphi Technologies’ directors and executive officers in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its definitive proxy statement filed with the SEC on Schedule 14A on March 15, 2019, and certain of Delphi Technologies’ Current Reports on Form 8-K filed with the SEC on January 7, 2019 and July 30, 2019. You can find information about BorgWarner’s directors and executive officers in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its definitive proxy statement filed with the SEC on Schedule 14A on March 15, 2019.

Additional Information and Where to Find It

This filing may be deemed solicitation material in respect of the proposed transaction. In connection with the proposed transaction, Delphi Technologies will file with the SEC and furnish to Delphi Technologies’ shareholders a proxy statement and other relevant documents. This filing 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 (if any) carefully and in their entirety when they become available because they will contain important information about the proposed transaction and the parties to the proposed transaction.

Investors will be able to obtain free of charge the proxy statement and other documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, the proxy statement and Delphi Technologies’ and BorgWarner’s 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 BorgWarner’s websites at www.delphi.comand www.borgwarner.com,respectively, as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

Forward-Looking Statements

This filing may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that reflect, when made, Delphi Technologies’ or BorgWarner’s respective current views with respect to future events, including the proposed transaction, and financial performance or that are based on their respective management’s current outlook, expectations, estimates and projections, including with respect to the combined group following the proposed transaction, if completed. Such forward-looking statements are subject to many risks, uncertainties and factors relating to Delphi Technologies’ or BorgWarner’s respective operations and business environment, which may cause the actual results of Delphi Technologies or BorgWarner to be materially different from those indicated any future results. All statements that address future operating, financial or business performance or Delphi Technologies’ or BorgWarner’s 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 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 BorgWarner’s shares of common stock and on Delphi Technologies’ or BorgWarner’s 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 BorgWarner’s 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 group 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; competitive developments; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond Delphi Technologies’ or BorgWarner’s 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” filed on February 21, 2019, and the information under the caption “Risk Factors” in BorgWarner’s most recent Annual Report on Form 10-K filed with the SEC and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on February 19, 2019. Delphi Technologies’ and BorgWarner’s forward-looking statements speak only as of the date of this filing or as of the date they are made. Delphi Technologies and BorgWarner each disclaim any intent or obligation to update or revise any “forward looking statement” made in this filing to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as may be required by law. All subsequent written and oral forward-looking statements attributable to Delphi Technologies, BorgWarner or their respective directors, executive officers or any person acting on behalf of any of them are expressly qualified in their entirety by this paragraph

EX-99.1

Creating a Propulsion Systems Leader Well Positioned for the Future February 2020

Safe Harbor Statement This communication is being made in respect of the proposed acquisition (the “proposed transaction”) of Delphi Technologies PLC (“Delphi”) by BorgWarner Inc. (“BorgWarner”). This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued in the proposed transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the Securities Act. In connection with the proposed transaction, Delphi will file certain proxy materials, which shall constitute the scheme document and the proxy statement relating to the proposed transaction (the “proxy statement”). The proxy statement will contain the full terms and conditions of the proposed transaction, including details with respect to the Delphi shareholder vote in respect of the proposed transaction. Any decision in respect of, or other response to, the proposed transaction should be made only on the basis of the information contained in the proxy statement. Delphi, BorgWarner and certain of their respective directors, executive officers and employees may be deemed “participants” in the solicitation of proxies from Delphi shareholders in respect of the proposed transaction. Information regarding the foregoing persons, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and any other relevant documents to be filed with the Securities and Exchange Commission (the “SEC”). You can find information about Delphi’s directors and executive officers in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its definitive proxy statement filed with the SEC on Schedule 14A on March 15, 2019, and certain of Delphi’s Current Reports on Form 8-K filed with the SEC on January 7, 2019 and July 30, 2019. You can find information about BorgWarner’s directors and executive officers in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its definitive proxy statement filed with the SEC on Schedule 14A on March 15, 2019. Before making any voting decision, Delphi’s 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 (if any) carefully and in their entirety when they become available because they will contain important information about the proposed transaction and the parties to the proposed transaction. Investors will be able to obtain free of charge the proxy statement and other documents filed with the SEC at the SEC’s website at http://www.sec.gov. This communication may contain “forward-looking statements,” as that term is defined by the federal securities laws. The forward-looking statements include statements concerning regulatory approvals and the expected timing, completion and effects of the proposed transaction between Delphi and BorgWarner, Delphi’s and BorgWarner’s respective outlooks for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. 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 regulatory approvals or required financing or to satisfy any of the other conditions to the proposed transaction; failure to realize the expected benefits of the proposed transaction; failure to promptly and effectively integrate Delphi’s businesses; significant transaction costs and/or unknown or inestimable liabilities; potential litigation associated with the proposed transaction; and general economic and business conditions that affect the combined group following the consummation of the proposed transaction. For additional information about these and other factors, see the information under the caption “Risk Factors” in Delphi’s most recent Annual Report on Form 10-K filed with the SEC and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” filed on February 21, 2019, and the information under the caption “Risk Factors” in BorgWarner’s most recent Annual Report on Form 10-K filed with the SEC and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on February 19, 2019. All forward-looking statements are based upon Delphi’s or BorgWarner’s respective current expectations and various assumptions, and apply only as of the date of this communication. © BorgWarner Inc. 2

Text in overlayingOur boxes, Vision: black, between 14pt Aand clean, 18pt energy-efficient world Our Mission: Propulsion System Leader for Combustion, Hybrid and Electric Vehicles © BorgWarner Inc. 3

BorgWarner in numbers Preliminary 2019 Sales $10.17 30,000 Billion employees 67 19 consolidated Locations Countries Employee and location information as of September 30, 2019 © BorgWarner Inc. 4

BorgWarner Strategic Difference . Executing balanced propulsion strategy . Strengthening propulsion systems leadership . Leveraging strong operational discipline . Operating in a climate of openness, trust and cooperation . Delivering growth, growth, growth BorgWarner is paving the way for a cleaner, more energy-efficient world. © BorgWarner Inc. 5

A Propulsion Systems Leader, Well Positioned for the Future BorgWarner’s acquisition of Delphi Technologies will strengthen its propulsion systems leadership ✔. Reinforces leadership in electrified propulsion systems ✔. Increases power electronics scale, technology, talent and adds to system capabilities ✔. Enhances combustion, commercial vehicle, and aftermarket businesses, resulting in more balance across light and commercial vehicles as well as the aftermarket ✔. Consistent with BorgWarner’s stated balanced combustion, hybrid, and electric propulsion strategy © BorgWarner Inc. 6

Adds Scale and Capabilities Across Propulsion Portfolio . Broad portfolio of combustion . Broad portfolio of hybrid . Broad portfolio of electric . Broad portfolio of technologies technologies technologies combustion, hybrid, and electric technologies . Ability to leverage operational . Unique hybrid design and . Grid-to-wheel electrified expertise across combustion integration expertise propulsion system portfolio capabilities . Broad portfolio of complementary . Recognized technology leader in power electronics with . Commercial vehicle combustion technologies established products, production, customers, and supply base complementary technologies with competitive product . Addition of fuel injection and . Ability to integrate power electronics directly into existing portfolio electronics complementary to BorgWarner electrified systems or offer standalone products BorgWarner’s air management capabilities . Significant Aftermarket revenue contribution across propulsion types and end markets © BorgWarner Inc. 7

Journey to Advanced Propulsion and Electrification Complementing Organic Growth with Acquisitions Launched electric drive Launched 48-volt eBooster® Developed ground breaking Won contract to supply P2 on- Won first eTurboTM award with Unveiled fully integrated drive module (eDM) electrically driven compressor S-wind process for electric axis hybrid modules to two European-based OEM with module (iDM) and secured first in Daimler’s latest 3.0-liter motors and alternators, leading Chinese automakers SoP in 2022 award with SoP in 2021 gasoline engine winning 2018 PACE Award 2015 2016 2017 2018 2019 2020 Acquired rotating electric Industrial-focused Acquired propulsion 60/40 JV added business to integrate with power electronics inverters and controls battery packs / module BorgWarner’s powertrain portfolio businesses for HEVs / EVs management Acquiring industry leading power electronics, software, technology in specialty and Commercial capabilities calibration capabilities, and scale Vehicle sectors Combined Inverter On Board Battery Pack and DC/DC Converter Charger Controller Acquired Capabilities Acquisition of Delphi Technologies © BorgWarner Inc. 8

Next Steps . We intend to develop a thoughtful integration plan and to be transparent as decisions are made . Tania Wingfield (BorgWarner) and Paul Farrell (Delphi Technologies) will lead the integration planning teams . Over the coming weeks, members of BorgWarner’s executive team will be visiting major Delphi Technologies sites around the world . The transaction is expected to close in the second half of 2020 . Subject to approval by Delphi Technologies’ stockholders and the satisfaction of customary closing conditions and receipt of regulatory approvals Until the transaction closes, BorgWarner and Delphi Technologies will operate as separate companies. © BorgWarner Inc. 9

Information Sharing Guidance . Consult with counsel to help manage information exchanges . Parties often need to exchange sensitive information for legitimate purposes (e.g., merger due diligence or integration planning), but this can present antitrust risks . Best practices for information sharing among competitors in M&A: . Only share information that is necessary to evaluate the transaction or plan for integration, pursuant to an established workflow . Share information only on a “need to know” basis . “Clean teams” may be formed to review and analyze competitively sensitive materials critical for planning; summary reports for broader team . What are examples of “competitively sensitive” information? . Non-public, disaggregated price, cost, or margin information . Customer identities and negotiation information . Competitive strategy documents, competitive intelligence © BorgWarner Inc. 10

Best Practices: Avoidance of Gun Jumping Merging parties must remain independent until transaction is closed . Coordinating business activities prior to closing is unlawful gun jumping, even where the parties don’t compete (i.e., no competitive harm) . Parties should not agree to restrict or influence each other’s businesses prior to closing . Gun jumping is subject to significant penalties under the HSR Act and potentially treble damages under Sherman Act § 1 © BorgWarner Inc. 11

Between Now and Close Planning is Permitted, Implementation is Not Conduct That Is Generally Permissible Formal/structured integration planning involving counsel Transition teams enabling parties to integrate post-closing Joint communications informing public about transaction Evaluating organizational structures Preparing post-closing processes and procedures Normal course planning or action Conduct That Must be Avoided Prior to Closing Coordinating price terms Assuming control over any business operations of seller Allocating customers, territories, or products Joint advertising or marketing efforts Agreeing to close any operations Representing that the companies are operating jointly Holding joint sales meetings with customers or clients Agreeing to limit payment of bonuses or commissions “Slow rolling” the negotiations of any contract Transferring personnel © BorgWarner Inc. 12

An Exciting Future Boosting All Wheel Drive & Engine Timing Technologies Cross Axle Systems Systems High Voltage Battery eGearDrive® Battery Module eBooster® electrically Integrated Belt Px Hybrid Modules / Coolant Heater Transmission driven compressor Alternator Starter Exhaust Gas Starters & Systems Management Alternators Dual Clutch Electric All Power Electronics Thermal Transmission Variable Valvetrain Modules Turbochargers Power Electronics Electric Drive Integrated Drive Management Technologies Systems Wheel Drive Motor Module (iDM) Smart Remote Fuel Assembly / Delivery Engine Controller Inverters Combined Units Battery Pack Controller Local Controllers Software & Calibration Actuator Transmission Controllers Canisters Engine Air Control Valve DC-DC Converter On-Board Chargers Domain Controllers Custom Application- Specific Integrated Circuits Note: Representative selection of product portfolios. © BorgWarner Inc. 13

Q&A © BorgWarner Inc. 14

EX-99.2

Rules of Engagement in Light of BorgWarner’s Pending Acquisition of Delphi Technologies

On January 28, 2020, BorgWarner announced an all-stock transaction to acquire Delphi Technologies. Until the transaction closes, which is expected to occur in the second half of 2020, BorgWarner and Delphi Technologies will operate as separate, independent companies.

Between now and then, an integration planning team, led by Tania Wingfield from BorgWarner and Paul Farrell from Delphi Technologies, intend to develop a thoughtful integration plan focused on how best to bring our two companies together.

Coordinating business activities prior to closing is unlawful “gun jumping”, even when BorgWarner and Delphi Technologies don’t compete. Gun jumping is subject to significant penalties. As such, BorgWarner and Delphi Technologies MUST remain independent until the transaction closes. This is why, between now and close, planning is permitted BUT implementation is NOT.

Best Practices for Integration Planning

Conduct that is Generally Permissible
Formal/structure integration planning involving counsel	Transition teams enabling parties to integrate post-closing
Joint communications informing public about transaction	Evaluating organizational structure
Preparing post-closing processes and procedures	Normal course planning or action
Conduct that MUST be Avoided Prior to Close
Coordinating price terms	Assuming control over any business operations of seller
Allocating customers, territories or products	Joint advertising or marketing efforts
Agreeing to close any operations	Representing that the companies are operating jointly
Holding joint sales meetings with customers or clients	Agreeing to limit payment of bonuses or commissions
“Slow rolling” the negotiations of any contract	Transferring personnel

It is important that we speak with one voice. Consistent with company policy, please ensure that you and your teams direct any media inquiries to Scott Gallett, at (248) 373-3996 or sgallett@borgwarner.com, and analyst and investor inquiries to Patrick Nolan, VP Investor Relations, at (248) 754-0884 or pnolan@borgwarner.com. Similarly, please do not discuss this transaction on any social media platforms.

If customers or partners ask about this transaction, please stick to approved messages:

• Acquiring Delphi Technologies represents the next step in our balanced propulsion strategy, strengthening our position in electrified propulsion as well as our combustion, commercial vehicle and aftermarket businesses.

• Delphi Technologies will bring proven leading power electronics technologies, talent and scale that will complement our hybrid and electric vehicle propulsion offerings.

• Once we complete the transaction, we would be able to offer customers a unique, more comprehensive portfolio of industry-leading propulsion products and systems across combustion, hybrid and electric.

• Until the transaction closes, BorgWarner and Delphi Technologies will continue to operate as separate companies and we will conduct business as usual.

• Your company contact will remain the same and you can expect the same innovative products and quality service that you have come to expect from us.

• If you have any questions, please do not hesitate to reach out to your regular BorgWarner representative.

If you have additional questions, please contact your manager.

No Offer or Solicitation

This communication is being made in respect of the proposed acquisition (the “proposed transaction”) of Delphi Technologies PLC (“Delphi”) by BorgWarner Inc. (“BorgWarner”). This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued in the proposed transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the Securities Act. In connection with the proposed transaction, Delphi will file certain proxy materials, which shall constitute the scheme document and the proxy statement relating to the proposed transaction (the “proxy statement”). The proxy statement will contain the full terms and conditions of the proposed transaction, including details with respect to the Delphi shareholder vote in respect of the proposed transaction. Any decision in respect of, or other response to, the proposed transaction should be made only on the basis of the information contained in the proxy statement.

Participants in the Solicitation

Delphi, BorgWarner and certain of their respective directors, executive officers and employees may be deemed “participants” in the solicitation of proxies from Delphi shareholders in respect of the proposed transaction. Information regarding the foregoing persons, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and any other relevant documents to be filed with the Securities and Exchange Commission (the “SEC”). You can find information about Delphi’s directors and executive officers in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its definitive proxy statement filed with the SEC on Schedule 14A on March 15, 2019, and certain of Delphi’s Current Reports on Form 8-K filed with the SEC on January 7, 2019 and July 30, 2019. You can find information about BorgWarner’s directors and executive officers in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its definitive proxy statement filed with the SEC on Schedule 14A on March 15, 2019.

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 will file with the SEC and furnish to Delphi’s shareholders a proxy statement and other relevant documents. This communication does not constitute a solicitation of any vote or approval. Before making any voting decision, Delphi’s 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 (if any) carefully and in their entirety when they become available because they will contain important information about the proposed transaction and the parties to the proposed transaction.

Investors will be able to obtain free of charge the proxy statement and other documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, the proxy statement and Delphi’s and BorgWarner’s 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’s and BorgWarner’s 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.

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’s or BorgWarner’s respective current views with respect to future events, including the proposed transaction, and financial performance or that are based on their respective management’s current outlook, expectations, estimates and projections, including with respect to the combined group following the proposed transaction, if completed. Such forward-looking statements are subject to many risks, uncertainties and factors relating to Delphi’s or BorgWarner’s respective operations and business environment, which may cause the actual results of Delphi or BorgWarner to be materially different from any future results. All statements that address future operating, financial or business performance or Delphi’s or BorgWarner’s 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 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’s ordinary shares or BorgWarner’s shares of common stock and on Delphi’s or BorgWarner’s 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’s 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’s ordinary shares or BorgWarner’s 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 group 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; competitive developments; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond Delphi’s or BorgWarner’s control.

For additional information about these and other factors, see the information under the caption “Risk Factors” in Delphi’s most recent Annual Report on Form 10-K filed with the SEC and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” filed on February 21, 2019, and the information under the caption “Risk Factors” in BorgWarner’s most recent Annual Report on Form 10-K filed with the SEC and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on February 19, 2019.

Delphi’s and BorgWarner’s forward-looking statements speak only as of the date of this communication or as of the date they are made. Delphi and BorgWarner each disclaim any intent or obligation to update or revise any “forward looking statement” made in this communication to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as may be required by law. All subsequent written and oral forward-looking statements attributable to Delphi, BorgWarner or their respective directors, executive officers or any person acting on behalf of any of them are expressly qualified in their entirety by this paragraph.

General

The release, publication or distribution of this communication in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this communication and all other documents relating to the proposed transaction are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdictions. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed transaction disclaim any responsibility or liability for the violations of any such restrictions by any person.

Any response in relation to the proposed transaction should be made only on the basis of the information contained in the proxy statement and other relevant documents. Delphi shareholders are advised to read carefully the formal documentation in relation to the proposed transaction once the proxy statement and other relevant documents have been dispatched.