Good morning. My name is Todd, and I will be your conference operator. At this time, I would like to welcome everyone to today's call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer period. If you would like to ask a question during this time, simply press star one on your telephone keypad. If you would like to withdraw your question, press star two. If you are using a speakerphone, please pick up the handset before asking your question. I would now like to turn the call over to Patrick Nolan, Vice President of Investor Relations. Mr. Nolan, you may begin. Thank you, Todd. Good morning, everyone, thank you for joining us today on short notice. I'm here with Frédéric Lissalde, BorgWarner's President and CEO, and Kevin Nowlan, our CFO. We're excited to talk to you all today about our intended separation into two independent, publicly traded companies. Please note that a press release and presentation related to today's announcement are available on the IR page of our website. Before we begin, I need to inform you that during this call, we may make forward-looking statements which involve risks and uncertainties. Our actual results may differ significantly from the matters discussed today. For further information regarding factors that cause these results to differ, please refer to the second slide of today's presentation as well as our Form 10-K. With that, I'm excited to turn the call over to Fréd. Thanks, Pat. Good morning, everyone. I'm pleased to be here to discuss the latest step in our portfolio transformation and the future of BorgWarner. I start on slide three of our presentation. Today, we're announcing the intended separation of BorgWarner's Fuel System and aftermarket segments, which we will refer to as NewCo. Through this transaction, we believe we will create two industry-leading focused companies. BorgWarner will be focused on leadership in EV propulsion, and NewCo will be positioned as a Fuel Systems and Aftermarket distribution. This announcement is not only consistent with the Charging Forward strategy we announced back in March 2021, but it also represents the significant progress we're making to advance our electrification strategy and achieve our Charging Forward objectives. We believe these collective efforts will best position us for the next decade plus of profitable and sustainable growth. If you remember, our electrification journey goes back much further than Charging Forward. Given the profound shift that we saw coming in the market with respect to electrification, we began investing in this space in 2015. Through a combination of organic and inorganic investment, we have established a strong foundation and continue to transform the company as we are laying out for you today. For BorgWarner, our EV business is accelerating. As I will discuss, we continue to see strong momentum in our EV bookings, and we believe our M&A strategy is on track to achieve our Charging Forward target. We believe now is the right time to separate these businesses so we can even more aggressively capitalize on the tailwinds in the market and in our business. For NewCo, we've seen significant operational and segment margin improvement over the last couple of years, despite the challenging industry volume environment. We believe this positions NewCo well for success as a standalone public company. The intended separation will allow each company to pursue its own strategies with an overarching focus to maximize value for shareholders. On slide four, you can see the significant progress we have made with respect to organic EV sales and EV-focused M&A as we continue to execute on our Charging Forward strategy. Starting first with organic electric vehicle revenue growth, we have already booked electric vehicle programs that we believe will account for about $3.1 billion of booked revenue in 2025, well exceeding our original goal of $2.5 billion. These bookings are driven by multiple EV product categories. Turning to M&A, we have now completed or announced four significant acquisitions since the start of Charging Forward. AKASOL, Santroll, Rhombus, and the pending SSE transaction, all of which have expanded our EV portfolio. Based on our due diligence, we believe those businesses will generate $900 million of EV-related revenue in 2025, putting us well on track to meet our goal of $2 billion in EV-related revenue from M&A by 2025. Today's announcement addresses the third pillar of Charging Forward. For which we set a goal to complete about $3.5 billion in asset dispositions by 2025. Through the intended separation of NewCo, we believe BorgWarner will be even better positioned to focus resources on attractive organic and inorganic opportunities that advance our Charging Forward strategy and ultimately drive value for our shareholders and customers alike. To summarize, since announcing Charging Forward, we believe we are exceeding our organic targets, on track for our M&A plans, and have announced a path to complete our dispositions well in advance of 2025. Let's turn to slide five. Under the proposed separation, BorgWarner will consist of the current Air Management and e-Propulsion & Drivetrain segments. We believe the company will be positioned as one of the market leaders in EV propulsion technology, and we'll have the opportunity to capitalize on long-term secular tailwinds in electrification with an enhanced focus on the development and commercialization of EV technologies. The company will also retain a focused portfolio of combustion assets to seamlessly support customers as they go through their own EV transitions. We believe these assets will also drive operational and financial benefits to our EV business. NewCo will consist of Fuel Systems and Aftermarket segment. As a product leader in Fuel System and aftermarket distribution, NewCo will have a balanced and synergistic exposure in the commercial vehicle, light vehicle, and aftermarket end markets. NewCo is expected to benefit from its embedded relationships with global OEMs and its focus on the global vehicle park that we expect to be predominantly combustion-based through 2040. We believe that as separate companies, both businesses will benefit from enhanced strategic focus and flexibility to pursue their differentiated opportunity sets and deliver value to shareholders. Importantly, we expect both companies to continue BorgWarner's legacy of operational excellence with top quartile margins and solid free cash flow generation. Turning now to slide six. I want to spend a little bit of time talking about BorgWarner, how we got to where we are today, and where we intend to go. We've been steadily growing our electrification portfolio since 2015 through a series of organic investments, strategic acquisitions, and partnerships. Our acquisition of Delphi Technologies in 2020 was the cornerstone of our acceleration towards EVs. It gave us scale and technology leadership in electronics and software that we needed in order to successfully make this pivot. Our recent acquisitions of AKASOL, Santroll, and Rhombus, as well as the announced acquisition of SSE, have expanded our attractive EV systems portfolio alongside our internal development of electrification products. As you can see, BorgWarner's EV system portfolio consists of a wide range of leading products in electric propulsion, energy storage and management, power electronics auxiliaries, thermal management systems, and stationary charging technologies. We effectively have great two-wheel capabilities for electric vehicles. Our product strategy will continue to focus on improving the efficiency of electron usage through this path. As a result of this intended separation, we will be able to apply even greater focus on growing BorgWarner's EV business as we seek to continue to strengthen our capabilities and offerings in electrification. That's the portfolio of products we have. Now, let's look at how we're converting that to real new business on slide seven. Starting with inverters, we have booked programs that we expect will result in $3.1 million in annual unit volume by 2025. We believe this positions us as the number-one non-captive inverter producer in the world. In eMotors, we expect booked programs to result in more than 2 million units by 2025, with time to still book additional volume. This includes the motors that are incorporated into our Integrated Drive Modules, which leverages our Drivetrain expertise. It's also important to note that we're seeing business award momentum across voltages, light vehicle, and commercial vehicle. In high voltage coolant heaters, which is an organically developed product based on our foundational thermal management capabilities, we expect to sell approximately 4 million units in 2025. We've been a pioneer in electric CV battery development with more than $600 million in sales expected in 2025. These are a few examples of the product leadership and strong growth profiles of our EV portfolio, which we expect will generate over 25% of our revenue by 2025. In addition to our leading EV capabilities, BorgWarner will retain a focused portfolio of internal combustion assets which are summarized on slide eight. These assets will achieve three objectives for BorgWarner. First, retaining these technologies will support our evolution by providing our customers with access to critical technologies they still need as they execute their own transition from combustion to hybrid to electric vehicles. Second, these technologies have EV applications that we believe can also support our EV evolution. Specifically, we will continue to leverage the thermal expertise we've built from products like our EGR systems. Products such as our all-wheel drive systems have torque management expertise that can be applied to EV products like our Integrated Drive Module. Our electronics business brings the scale as well as the hardware and software capabilities that support our power electronic growth. In addition to providing these critical foundational competencies, we believe these products will help drive the strong profitability and cash flow that will support both our organic and inorganic investments into electric vehicles. In summary, the intended separation accelerates our Charging Forward strategy and advances our position as a market leader in EV propulsion, as you can see on slide nine. It enhances our focus and flexibility to pursue attractive EV investments and supports our vision of a clean, energy-efficient world as we deliver innovative and sustainable solutions for the vehicle market. We believe the intended separation places BorgWarner at the forefront of the energy transition and positions the company to be amongst the industry leaders in advancing energy-efficient solutions, all while delivering value to our shareholders. Let's now shift our discussion to NewCo on slide 10. As I mentioned before, NewCo will consist of our current Fuel System and aftermarket segments, which have delivered improved segment margin performance since we completed the acquisition of Delphi. Under BorgWarner's leadership, we believe we've built up these businesses for continued success, and now they will be well-positioned to capitalize on their own growth strategies as part of NewCo. Indeed, NewCo will have an attractive, synergistic portfolio with a balanced revenue profile among commercial vehicle, light vehicle, and aftermarket, which we believe should provide solid near-term growth prospect and significant longevity to the business. From a financial perspective, NewCo is expected to maintain a strong double-digit operating margin profile, which will allow for solid free cash flow generation. As a standalone company, NewCo will have the opportunity to build on its recent momentum and invest in expanding its Fuel System and aftermarket distribution capabilities and strategies that position the company to strengthen its long-term prospect, something that would not have been prioritized under the BorgWarner umbrella given our focus on accelerating electrification. Simply put, we believe the combined Fuel System and aftermarket businesses will be even better positioned to unlock their full potential. Looking ahead, we expect NewCo to benefit from its embedded relationships with global OEMs and focus on the global vehicle park, which we expect will be predominantly combustion-based through 2040. NewCo will also plan to capitalize on the growth trends with respect to gasoline direct injection and hydrogen injection systems. Importantly, we expect NewCo to continue BorgWarner's legacy of delivering strong operational and financial performance. Top quartile margins and solid free cash flow, all of which we expect to generate value for the company's go-forward shareholders. Slide 11 highlights the comprehensive portfolio of propulsion solutions for both OE and aftermarket customers at NewCo. As you can see, the portfolio is highly synergistic, with focused positions in Fuel Systems and the engine. We believe NewCo will be a product leader across engine management, fuel injection systems and fuel delivery, starters and alternators, and maintenance solutions, with a top five global position in many of these products and a balanced presence across regions. As a standalone business, NewCo is expected to have a capital structure intended to provide the operational and financial flexibility needed to support its current operations and longer-term strategies. This should allow NewCo to better invest in its capabilities as well as capitalize on some of the industry trends and opportunities I just shared. With that, let me turn the call over to Kevin to discuss the transaction details. Thanks, Fréd. Let me wrap this up with some details on the transaction process itself, as well as a few closing thoughts. First, I'd like to reiterate that today's announcement is an important step in the transformation of the company. Upon completion of the intended separation, BorgWarner shareholders will receive shares of NewCo via a pro rata special distribution of NewCo shares, the effect of which will be that BorgWarner shareholders, as of the record date for the distribution, will own shares in both companies. We expect to complete the intended separation in late 2023, subject to customary closing conditions, including, among other things, final approval from the BorgWarner Board of Directors, as well as filing with the SEC and effectiveness of a registration statement on Form 10. While the final details are still being considered, we expect the transaction to be tax-free for U.S. federal tax purposes and anticipate confirming that with a tax opinion. In the meantime, we have a lot of work to do. We'll be finalizing the separation plans for NewCo, including preparing the financials and having them audited, filing the Form 10, naming key NewCo leadership positions, and other preparations to ensure that NewCo is positioned for success as an independent public company. We expect to provide you with updates throughout this process when we believe it's appropriate. This is an exciting time for the company, and I'm extremely proud of BorgWarner's accomplishments thus far. Our company's 100+ year history is a story of evolution built on outstanding product leadership and disciplined financial and operational management. This announcement is the next step, and we are confident that the execution will unlock value for shareholders. I look forward to providing additional updates on our progress in the future. With that, I'll turn the call back over to Pat. Thank you, Kevin. Todd, we're ready to open up for questions. Thank you, sir. At this time, I would like to remind everyone, if you would like to ask a question, press star one on your telephone keypad. If you are using a speakerphone, please pick up the handset before asking your question. In the interest of time, please limit yourself to one question and one follow-up question. Your first question comes from John Murphy with Bank of America. Good morning, guys. I'll ask the first and probably most obvious question is, you know, why have you made this decision now? Were there any proceeds you were expecting from the asset sales that you're not receiving in this that would have been used to fund ongoing development at BorgWarner? Morning, John. Now, is the right time. Both businesses are very strong and have great momentum. If you look at BorgWarner EV accelerates, it's time to focus on accelerating even further. We've booked $3.1 billion of pure EV business in 2025. In addition, we have close to $1 billion of M&A-related business in 2025. Look at NewCo. NewCo is performing well. We have improved significantly those segments operationally, and they also need to focus on their growth prospects now. aftermarket, globally, alternative fuels, and CVs, with the long tail of combustion that they will enjoy, now is the right time to focus on their respective objectives, in order to unlock value for our shareholders. This is consistent with Charging Forward. We announced back in March 2021 that we would dispose $3 billion-$4 billion of assets. That's what we're doing. Now, is the right time. Maybe John, I'll take the proceeds question that you asked. You know, our plan is to capitalize both companies in a manner that they have moderate leverage profiles and healthy levels of liquidity so that they can both execute their go-forward strategies. Over the coming months, we're gonna look to finalize those capital structures for each of the businesses, and that will ultimately determine how much in proceeds would be returned to BorgWarner. With that said, keep in mind, proceeds are not the primary driver of this transaction. As Fréd said, this is about creating two separate standalone companies, each focused on driving its respective strategies. In the case of BorgWarner, as you know, with Charging Forward, our focus is on continuing to invest in opportunities that accelerate our path toward winning in the world of electrification. As we said all along with Charging Forward, the primary funding mechanism for those opportunities and in those investments is the underlying free cash flow generation of the business, not proceeds from any sort of disposition. That said, we'll Once we finalize capital structures, we'll determine what level of proceeds get returned to BorgWarner as we get closer to the spin. Okay. Just one quick follow-up. You know, I would assume you're both staying with BorgWarner. I mean, that's my assumption, but maybe you can correct me if I'm wrong. You know, who's going to be considered for the new slate at the NewCo as far as a management team? Do you think their focus or do you think the focus for these assets could be a roll-up vehicle for other ICE assets, you know, in what would be a very strong cash flow machine over time? John, today's announcement is just the first step in the process. There is way more to come, and we'll keep you posted in every step of the way. Okay, great. Thank you very much, guys. Appreciate the time. Thank you. Your next question comes from Colin Langan of Wells Fargo. Great. Thanks for taking my questions. Any color on the corporate costs and how are they allocated? I know sometimes in these spins there's a little bit of stranded cost. Is that a risk we should be considering that some of those costs might actually be stuck? I think the primary cost that we see in executing this transaction will be really standing up the corporate public company structure for NewCo. We'll expect to work on that over the coming months and provide more details on that as we get closer to executing the spin. When we look at the potential incremental cost associated with that cost structure, we think the cost of that is far outweighed by the potential value creation of setting up two standalone separate companies that can both focus on their respective strategies. Got it. How should we think about, I think you've talked about 4%-5% growth over market. Obviously, the SpinCo, I assume, has much lower growth. I mean, any color on what we should expect for the RemainCo, with those faster growing assets? I think it's premature for us to start talking about that. We're really at step one of the process right now. As we move forward in the transaction process and start to set up for the actual execution of the spin, we'll provide more details on the trajectory and financials of both companies. Okay. All right. Thanks for taking my question. Thank you. Our next question comes from Rod Lache of Wolfe Research. Good morning, everybody. Just firstly, does the NewCo consist of the $3 billion-$4 billion of businesses that were originally expected to be disposed of? Are there businesses within each unit that you expect will be kind of reassessed for disposition over time? Yeah, NewCo, as you can see, Rod, on slide five, consists of $3.3 billion of revenue. It's a consistent set of assets. As far as other types of dispositions, we have achieved our goal that we set for 2025. The proactive portfolio management is always something that we do, and strategic portfolio management is something that we do. So far, we're happy with having achieved our target of 2025 a little ahead of that timeline. Okay. You're not saying that whether or not these are the businesses that you were originally contemplating for sale. Could you talk a little bit more about the RemainCo of BorgWarner? What's the business mix within Air Management and within the Drivetrain business? I presume that turbochargers are about $3 billion or around a third. What's the size of the timing system and conventional all-wheel drive and EV businesses in here? Yeah. We're not publicly disclosing sizes of each product line. What I can tell you is that, we see, you know, we've spent a lot of time determining the parameter of each businesses, and we focused on two priorities. The first one is creating two strong businesses with a consistent set of product lines and markets who can focus on their own strategy. Second, for each business to be able to realize the full value of their respective assets. The conclusion is that BorgWarner will retain some combustion assets for three key reasons that I alluded to in my prepared remarks that are really important. Helping our customer transition with leading products from C to H to E. We see a lot of core engineering capabilities, design capabilities, manufacturing capabilities that are bridging into EV with the assets that remain with BorgWarner. Vehicle stability, four-wheel drive, thermal management, electronics. Those are core competencies that we are using to excel in the world of EV. Finally, for sure, financial benefits with leading margin and free cash flow. That's how we thought about the split and the spin-off and standing up those two great companies financially very strong with very, very clean focus. Maybe asking it a different way, Fréd. Will those businesses that are in the traditional internal combustion world, turbochargers or timing systems, in all conventional drive, do you anticipate those remaining at this level through mid-decade? Or when would you anticipate some attenuation of those businesses? We still see strong growth for those products, mid-term growth for those products. I'm not gonna read in a crystal ball. Right now, we're very happy with the products that we retain. Okay. All right. Thank you. Thank you. Our next question comes from Noah Kaye of Oppenheimer. Thanks for taking the questions. In talking about the rationale for this, you've used the words focus and flexibility several times. Can you give us some examples of where the different business units have been constrained in pursuing their growth? Or if you wanna reframe that positively, talk about some of the key strategic growth objectives you see each of these two companies pursuing with, you know, more alacrity, if you will, going forward? Very clear. BorgWarner is focused on EV, and I'm very happy with the momentum that we have. We need to keep that momentum and accelerate that momentum. We have a full suite of products that we need to launch. All the energy of BorgWarner needs to be focused on BEV. For NewCo, you've seen the product portfolio. There is a lot to do in aftermarket. The vehicle park gonna be predominantly combustion up to 2040 and maybe longer. There is a lot to do there. There is a lot to do in commercial vehicle, injection. Finding that additional efficiency, there is a lot to do with alternative fuels and alternative gas, hydrogen being one, hydrogen injection being one. This is not aftermarket hydrogen, for example. Alternative fuel is not something that BorgWarner would have been able to support. We are laser-focused on electrification. I think it's pretty clear and pretty simple. To build on that, to support those respective strategies for each of the two businesses, we're making sure that we're providing both with strong balance sheets. You know, moderate levels of leverage, healthy levels of liquidity that provide each of the companies the financial flexibility to be able to execute on those plans and those strategies that Fréd just talked about. I mean, our philosophy, if you take a step back, is we're executing this transaction from a position of strength to be able to position both companies to be able to execute on those strategies. Very helpful. Just a curious question about aftermarket in a world shifting more towards EVs. As you said, the car park will extend for a long time on the combustion side. Is part of this that there's less demand for aftermarket, you know, with EV vehicles, you know, fewer parts, components, things like that, and so having this sort of separation now is kind of a future-facing move as you think about focusing on the EV business? Just trying to understand how you look at the future of aftermarket. Yeah. What I would say is, you know, EV aftermarket right now, not by the fact that counts are different, but it's nascent. The vehicle park is very much combustion related, right? So, Mm-hmm. With BorgWarner, we retain some aftermarket businesses that are embedded in the business units that are the Air Management segments and the e-Propulsion & Drivetrain segments. Which are, by essence, aftermarket that are very specific aftermarket with specific networks. That's why I would say, you know, one thing for NewCo that is also a growth path is remanufacturing all that circular economy for combustion-based and aftermarket-based products. It's not something that BorgWarner would focus on, and that will unlock a lot of value too. Yeah, I think it's pretty simple, creating two very focused and financially strong companies and very focused on their respective strategies. Yeah. Another interesting point about the Reman business and growth that are potential there. All right. Thanks so much. Thank you. We have time for one final question. That question comes from Emmanuel Rosner with Deutsche Bank. Thank you very much. You were saying basically both businesses will be providing their own funding from free cash flow. Can you maybe talk a little bit about the free cash flow profile of the two separate companies? Are there any major differences, I guess, as they stand currently? I think, looking ahead, what would you view as achievable mid or long-term margins for the remainder of BorgWarner? Yeah, I mean, from a cash flow perspective, cash flow really starts with the margin profile of each business. As you can see back on slide five of the materials, you know, NewCo is positioned to be a company with double-digit margin profile on a go-forward basis. What remains at BorgWarner will continue to have a top quartile margin going forward as well. From there you build out your cash flow. We would expect both to have solid to strong free cash flow profiles on a go-forward basis. In terms of differences, again, it starts with the operating margin profile, you start there. From a capital intensity perspective, there might be a slight bit more capital intensity on the BorgWarner side only because of some of the electrification investments we're currently making, but it's very modest relative to what NewCo's doing right now. Overall, we expect both to have solid to strong free cash flow generation profiles. I guess just the piece about, you know, looking forward, any sense where you think you could take, margins for BorgWarner on the new structure? Yeah, I think it's premature to comment on the outlook of both companies. We're at the first step here in announcing the transaction as we progress toward an execution in late 2023. We'll provide more color on the financials of both companies as we get closer to executing the transaction. Okay. I guess high level just on the rationale of the transaction. Is it fair to say that, you know, I guess plan A, you know, as part of Charging Forward was to essentially sell these businesses as part of the divestiture? If that's the case, can you sort of like just give us a little bit of color around, you know, the feedback there, the process, what prompted you to sort of like move towards a spin instead? More importantly, what's your level of conviction that these assets could do well on the standalone basis and on public markets? Obviously, we've seen sort of examples of the opposite, including some that you ended up acquiring. Yeah, any comments around, you know, how strongly you feel about, you know, this spin-off strategy on a standalone basis on markets would be helpful. Emmanuel, I think we've been very clear right out of the gate of Charging Forward that we were thinking about disposing those businesses. What's important and I think what you need to keep in mind is it's more around the fact that now is the right time. Now, is the right time to do it so that we can focus on our respective strategies. Now, is the right time because or thanks to the margin, strong margin profiles of NewCo. This is how we're thinking about it. Maybe I'll just add to that. You know, again, we've talked about this being a disposition. Just as I responded to John Murphy's question at the top of the Q&A, you know, this has never been about generating proceeds. It's been about optimizing the combustion portfolio of BorgWarner so that we could continue to focus more acutely on accelerating our path toward winning in the world of electrification. The way we're funding the investments on the BorgWarner side is primarily from the underlying free cash flow generation of the business, not from proceeds. Understood. Thank you. Thank you, Emmanuel. With that, I'd like to thank you all for your great questions today. If you have any follow-up questions, feel free to reach out to me. Todd, you can go ahead and conclude today's call. This concludes today's call. We thank you for your participation. You may disconnect at any time.