ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

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 June 4, 2021, the acquisition date:

(in millions)	Initial Allocation		Measurement Period Adjustments		Revised Allocation
ASSETS
Cash and cash equivalents (including restricted cash of $16 million)	$	29	$	—	$	29
Receivables, net	16		—		16
Inventories, net	42		(2)		40
Prepayments and other current assets	5		—		5
Property, plant and equipment, net	106		4		110
Goodwill	707		(4)		703
Other intangible assets, net	130		—		130
Total assets acquired	1,035		(2)		1,033
LIABILITIES
Notes payable and other short-term debt	8		—		8
Accounts payable	22		—		22
Other current liabilities	13		5		18
Long-term debt	69		—		69
Other non-current liabilities	39		(7)		32
Total liabilities assumed	151		(2)		149
Noncontrolling interest	96		—		96
Net assets and noncontrolling interest acquired	$	788	$	—	$	788

The following table summarizes the final fair values of assets acquired and liabilities assumed as of the acquisition date and subsequent measurement period adjustments:

(in millions)	Initial Allocation		Measurement Period Adjustments		Revised Allocation
ASSETS
Cash and cash equivalents	$	460	$	—	$	460
Receivables, net	901		(4)		897
Inventories, net	398		(5)		393
Prepayments and other current assets	77		2		79
Property, plant and equipment, net	1,548		(31)		1,517
Investments and other long-term receivables	103		(1)		102
Goodwill	710		44		754
Other intangible assets, net	760		—		760
Other non-current assets	359		1		360
Total assets acquired	5,316		6		5,322
LIABILITIES
Notes payable and other short-term debt	2		—		2
Accounts payable	692		1		693
Other current liabilities	609		9		618
Long-term debt	934		—		934
Other non-current liabilities:
Retirement-related	313		—		313
Other non-current liabilities	286		(4)		282
Total liabilities assumed	2,836		6		2,842
Noncontrolling interest	89		—		89
Net assets and noncontrolling interest acquired	$	2,391	$	—	$	2,391

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	5 years	$	70
Customer relationships	11 years	25
Total amortized intangible assets		95
Unamortized trade name	Indefinite	35
Total other intangible assets		$	130

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

Summary of purchase price consideration

The following table summarizes the purchase price for Delphi Technologies:

(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 goodwill

(in millions)
Air Management	$	150
e-Propulsion & Drivetrain	301
Fuel Injection	—
Aftermarket	303
Total acquisition date goodwill	$	754

A summary of the changes in the carrying amount of goodwill are as follows:

(in millions)	Air Management		e-Propulsion & Drivetrain		Aftermarket		Total
Gross goodwill balance, December 31, 2020	$	1,517	$	1,313	$	299	$	3,129
Accumulated impairment losses, December 31, 2020	(502)		—		—		(502)
Net goodwill balance, December 31, 2020	$	1,015	$	1,313	$	299	$	2,627
Goodwill during the period:
Acquisition	707		—		—		707
Measurement period adjustments	(4)		28		16		40
Held for sale	—		(18)		—		(18)
Other, primarily translation adjustment	(36)		(31)		(4)		(71)
Ending balance, September 30, 2021	$	1,682	$	1,292	$	311	$	3,285