AUBURN
HILLS, Mich., June 2, 2023
/PRNewswire/ -- BorgWarner Inc. (NYSE: BWA) today announced that
Rohan S. Weerasinghe, General
Counsel, Citigroup, Inc. (retired) is expected to serve as
Non-Executive Chairman of PHINIA Inc. following completion of the
previously announced spin-off of the Fuel Systems and Aftermarket
segments into a separate, publicly traded company.
Mr. Weerasinghe retired from Citigroup, Inc. in December 2021 where he served as General Counsel
from 2012. Prior to this, he served as the Senior Partner for the
law firm of Shearman & Sterling. Mr. Weerasinghe is a graduate
of Harvard College and holds a Master of Business Administration
from Harvard Business School and a
Juris Doctorate from Harvard Law
School.
Mr. Weerasinghe has extensive legal and financial expertise, as
well as significant experience advising companies, boards, and
chief executive officers on various legal, regulatory, business and
other matters. His extensive leadership experience as General
Counsel for one of the world's largest banking institutions and as
head of a leading global law firm brings deep governance experience
and an international perspective to the board.
Also expected to join the board at spin-off:
Brady D. Ericson, CEO, PHINIA
Inc., has in-depth knowledge of the Company and the global
commercial vehicle, industrial, and automotive industries,
extensive senior leadership, strategic planning, operational and
business experience, and a strong engineering background with
experience in global product development.
Samuel R. Chapin, Executive
Vice Chairman, Bank of America Merrill Lynch (retired),
provides board expertise in corporate finance and strategy,
including experience gained as a senior executive at a global
financial services firm and through his service on the audit
committee of public companies. He also brings the board extensive
knowledge from the industrial marketplace, along with deep
experience in transactional processes, M&A, and deal financing
for a wide range of transactions.
Robin Kendrick, President and
CEO, Accuride Corporation, brings decades of experience in
the automotive industry, which will allow him to provide the board
with unique insight into the Company's challenges, operations, and
strategic opportunities as well as a deep understanding of the
industry and its key participants. Mr. Kendrick's experience as a
CEO brings insight into the complexities of managing a major Tier-1
supplier. His extensive experience in engineering and sales will
allow him to contribute significantly regarding product development
strategies.
D'aun Norman, Audit Partner, Ernst & Young (retired),
has extensive experience as a senior audit partner providing
accounting and advisory services to large multi-national automotive
and industrial companies, which brings financial expertise and
industry experience to the board. Ms. Norman is also a public
company director and audit committee member. Her experience has
provided her with key skills, including financial reporting,
accounting and control, business analysis, and risk management that
are valuable to the oversight of our business.
Roger J. Wood, Co-CEO, Tenneco
Inc. (retired), brings substantial expertise regarding
manufacturing, technology, and customer solutions to the board as
the former Co-CEO of one of the world's largest designers,
manufacturers, and marketers of ride performance and clean air
products and systems. Mr. Wood's experience as a CEO of multiple
public manufacturing companies provides unique insight and
significant knowledge to the Board in the areas of manufacturing
operations, business management, global operations, and strategic
planning.
PHINIA intends to add one additional board member prior to the
spin-off.
PHINIA is expected to be a product leader in fuel systems,
starters, alternators and aftermarket distribution with balanced
and synergistic exposure among Commercial Vehicle, Light Vehicle
and Aftermarket end markets, and to have broad regional and
customer exposures. The spin-off is expected to be completed by the
end of Q3 2023.
About BorgWarner
For more than 130 years, BorgWarner has been a transformative
global product leader bringing successful mobility innovation to
market. Today, we're accelerating the world's transition to
eMobility — to help build a cleaner, healthier, safer future for
all.
Forward-Looking Statements: This press release contains
forward-looking statements as contemplated by the 1995 Private
Securities Litigation Reform Act that are based on management's
current outlook, expectations, estimates and projections. Words
such as "anticipates," "believes," "continues," "could,"
"designed," "effect," "estimates," "evaluates," "expects,"
"forecasts," "goal," "guidance," "initiative," "intends," "may,"
"outlook," "plans," "potential," "predicts," "project," "pursue,"
"seek," "should," "target," "when," "will," "would," and variations
of such words and similar expressions are intended to identify such
forward-looking statements. Further, all statements, other than
statements of historical fact contained or incorporated by
reference in this press release that we expect or anticipate will
or may occur in the future regarding our financial position,
business strategy and measures to implement that strategy,
including changes to operations, competitive strengths, goals,
expansion and growth of our business and operations, plans,
references to future success and other such matters, are
forward-looking statements. Accounting estimates, such as those
described under the heading "Critical Accounting Policies and
Estimates" in Item 7 of our most recently-filed Annual Report on
Form 10-K ("Form 10-K"), are inherently forward-looking. All
forward-looking statements are based on assumptions and analyses
made by us in light of our experience and our perception of
historical trends, current conditions and expected future
developments, as well as other factors we believe are appropriate
under the circumstances. Forward-looking statements are not
guarantees of performance, and the Company's actual results may
differ materially from those expressed, projected or implied in or
by the forward looking statements.
You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
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. These risks and uncertainties, among others, include
supply disruptions impacting us or our customers, such as the
current shortage of semiconductor chips that has impacted original
equipment manufacturer ("OEM") customers and their suppliers,
including us; commodity availability and pricing, and an inability
to achieve expected levels of recoverability in commercial
negotiations with customers concerning these costs; competitive
challenges from existing and new competitors including OEM
customers; the challenges associated with rapidly-changing
technologies, particularly as relates to electric vehicles, and our
ability to innovate in response; uncertainties regarding the extent
and duration of impacts of matters associated with the
COVID-19/coronavirus pandemic, including additional production
disruptions; the difficulty in forecasting demand for electric
vehicles and our electric vehicles revenue growth; potential
disruptions in the global economy caused by Russia's invasion of Ukraine; the ability to identify targets and
consummate acquisitions on acceptable terms; failure to realize the
expected benefits of acquisitions on a timely basis; our ability to
effect the intended tax-free spin-off of our Fuel Systems and
Aftermarket segments into a separate, publicly traded company on a
timely basis or at all; the potential that uncertainty during the
pendency of the spin-off transaction could affect our financial
performance; the possibility that the spin-off transaction will not
achieve its intended benefits; the failure to promptly and
effectively integrate acquired businesses; the potential for
unknown or inestimable liabilities relating to the acquired
businesses; our dependence on automotive and truck production, both
of which are highly cyclical and subject to disruptions; our
reliance on major OEM customers; fluctuations in interest rates and
foreign currency exchange rates; our dependence on information
systems; the uncertainty of the global economic environment; the
outcome of existing or any future legal proceedings, including
litigation with respect to various claims, or governmental
investigations, including related litigation; future changes in
laws and regulations, including, by way of example, taxes and
tariffs, in the countries in which we operate; impacts from any
potential future acquisition or disposition transactions; and the
other risks noted under Item 1A, "Risk Factors" in our most
recently-filed Form 10-K and/or Quarterly Report on Form 10-Q.
We do not undertake any obligation to update or announce
publicly any updates to or revisions to any of the forward-looking
statements in this press release to reflect any change in our
expectations or any change in events, conditions, circumstances, or
assumptions underlying the statements.
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SOURCE BorgWarner