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ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2020

The following table summarizes the purchase price:


(in millions, except for share data)
BorgWarner common stock issued for purchase of Delphi Technologies	37,188,819
BorgWarner share price at October 1, 2020	$	39.54
Fair value of stock consideration	$	1,470
Stock compensation consideration	7
Total stock consideration	$	1,477
Cash consideration	18
Repayment of Delphi Technologies’ debt	896
Total consideration	$	2,391

Schedule of fair values of assets acquired and liabilities

The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the acquisition date:


(in millions)	As of October 1, 2020
ASSETS
Cash and cash equivalents	$	460
Receivables, net	901
Inventories, net*	398
Prepayments and other current assets	77
Property, plant and equipment, net	1,548
Investments and other long-term receivables	103
Goodwill	710
Other intangible assets, net	760
Other non-current assets	359
Total assets acquired	5,316
LIABILITIES
Notes payable and other short-term debt	2
Accounts payable	692
Other current liabilities	609
Long-term debt	934
Other non-current liabilities:
Retirement-related	313
Other	286
Total liabilities assumed	2,836
Noncontrolling interests	89
Net assets and noncontrolling interests acquired	$	2,391

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*During the three months ended December 31, 2020, the Company incurred $27 million of expense related to the amortization of the inventory fair value adjustment.

Schedule of goodwill


(in millions)	As of October 1, 2020
Air Management	$	151
e-Propulsion & Drivetrain	272
Fuel Injection	—
Aftermarket	287
Total acquisition date goodwill	$	710

The changes in the carrying amount of goodwill are as follows:


	2020								2019
(in millions)	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Aftermarket		Air Management		e-Propulsion & Drivetrain
Gross goodwill balance, January 1	$	1,337	$	1,007	$	—	$	—	$	1,343	$	1,012
Accumulated impairment losses, January 1	(502)		—		—		—		(502)		—
Net goodwill balance, January 1	$	835	$	1,007	$	—	$	—	$	841	$	1,012
Goodwill during the year:
Acquisitions*	151		272		—		287		—		7


Translation adjustment and other	29		34		—		12		(6)		(12)
Ending balance, December 31	$	1,015	$	1,313	$	—	$	299	$	835	$	1,007

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* Acquisitions relate to the Company's 2020 purchase of Delphi Technologies PLC and the 2019 purchase of Rinehart Motion Systems LLC and AM Racing LLC.

Schedule of other intangible assets acquired

The following table summarizes the other intangible assets acquired:


(in millions)	Estimated Life	Estimated Fair Value
Amortized intangible assets:
Developed technology	14 years	$	270
Customer relationships	15 years	380
Total amortized intangible assets		650
Unamortized trade name	Indefinite	110
Total other intangible assets		$	760

Schedule of Pro forma financial information

The following table summarizes the net sales and earnings related to Delphi Technologies’ operations that have been included in the Company’s Consolidated Statements of Operations following the October 1, 2020 acquisition date:


(in millions)
Net sales	$	1,120
Net earnings attributable to BorgWarner Inc.	$	30

The following table summarizes, on a pro forma basis, the combined results of operations of the Company and Delphi Technologies business as though the acquisition and the related financing had occurred as of January 1, 2019. The pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition of Delphi Technologies occurred on January 1, 2019 or of future consolidated operating results.


	Year Ended December 31,
(in millions)	2020		2019
Net sales	$	12,792	$	14,529
Net earnings attributable to BorgWarner Inc.	$	616	$	625