Exhibit 107
Calculation of Filing Fee Table
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BORGWARNER INC.
(Exact name of Registrant as specified in its charter)
Table 1: Newly Registered Securities
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Unit(2) |
Maximum Aggregate Offering Price(2) |
Fee Rate | Amount
of Registration Fee |
| Equity | Common Stock, $0.01 par value per share | Other | 17,000,000(3) | $43.97(2) | $747,490,000(2) | 0.0001102 | $82,374 |
| Total Offering Amounts | - | $747,490,000 | - | $82,374 | |||
| Total Fee Offsets | - | - | - | - | |||
| Net Fee Due | - | - | - | $82,374 | |||
| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock of BorgWarner Inc. (the “Registrant”) that become issuable under the BorgWarner Inc. 2023 Stock Incentive Plan (the “2023 Plan”) or the BorgWarner Inc. 2018 Stock Incentive Plan (the “2018 Plan”) in accordance with the adjustment and anti-dilution provisions of the 2023 Plan and the 2018 Plan. |
| (2) | Estimated in accordance with Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee based on a per share price of $43.97, the average of the high and low price per share of the Registrant’s common stock on May 16, 2023, as reported on the New York Stock Exchange. |
| (3) | Represents 10,000,000 shares of the Registrant’s common stock issuable under the 2023 Plan and 7,000,000 shares of the Registrant’s common stock issuable under the 2018 Plan. |