Commitments And Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

COMMITMENTS AND CONTINGENCIES

Ordinary Business Claims

In the normal course of our business, we are named from time to time as a defendant in various legal actions, including arbitrations, class actions, and other litigation. We also from time to time receive subpoenas and other inquiries or requests for information from U.S. and foreign federal, state and local governments on a variety of matters. We accrue for matters when we believe that losses are probable and can be reasonably estimated. Considering, among other things, the legal defenses available

and existing accruals, it is inherently difficult in many matters to determine whether loss is probable or reasonably possible or to estimate the size or range of the possible loss. Accordingly adverse outcomes from such proceedings could exceed the amounts accrued by an amount that could be material to our results of operations or cash flows in any particular reporting period.

We estimate our reasonably possible loss in excess of the amounts accrued for ordinary business claims to be up to $10 million.

Transaction with BorgWarner

Shareholder Litigation

Since the January 28, 2020 announcement that the Company had entered into a definitive transaction agreement with BorgWarner Inc., five complaints have been filed by alleged Company shareholders captioned: Sherman v. Delphi Technologies PLC, et al., Case No. 1:20-cv-00385-UNA (filed in the U.S. District Court for the District of Delaware) (the “Sherman Complaint”); Costa v. Delphi Technologies PLC, et al., Case No. 1:20-cv-02363-PAC, Catalano v. Delphi Technologies, PLC, et al., Case No. 1:20-cv-02520-UA, and Schlageter v. Delphi Technologies PLC, et al., Case No. 1:20-cv-02527-UA (each filed in the U.S. District Court for the Southern District of New York); and Heinowski v. Delphi Technologies PLC, et al., Case No. 2:20-cv-10834-LVP-APP (filed in the U.S. District Court for the Eastern District of Michigan). The complaint in each case names as defendants the Company and the members of the board of directors of the Company and alleges, among other things, that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder by omitting supposedly material information from the preliminary proxy statement filed by the Company on March 11, 2020, rendering it false and/or misleading. In addition, the Sherman Complaint names BorgWarner as a defendant with respect to its claim under Section 20(a) and, unlike the other complaints, is a putative class action. The plaintiffs in the actions each seek, among other relief, an injunction against proceeding with the shareholder vote on the proposed transaction or consummating the proposed transaction absent corrective disclosures, damages and attorneys’ and expert fees. The Company believes the allegations made in the complaints to be without merit.