XML 50 R36.htm IDEA: XBRL DOCUMENT v3.22.4
ACQUISITIONS AND DISPOSITIONS (Tables)
12 Months Ended
Dec. 31, 2022
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 July 29, 2022, the acquisition date:
(in millions)Initial AllocationMeasurement Period AdjustmentsRevised Allocation
ASSETS
Current assets$$— $
Goodwill104 — 104 
Other intangible assets, net27 — 27 
Other non-current assets— 
Total assets acquired142 — 142 
LIABILITIES
Current liabilities— 
Other non-current liabilities— 
Total liabilities assumed11 — 11 
Net assets acquired$131 $— $131 
The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of March 31, 2022, the acquisition date:

(in millions)Initial AllocationMeasurement Period AdjustmentsRevised Allocation
ASSETS
Current assets$$(2)$
Property, plant and equipment, net11 
Goodwill132 (20)112 
Other intangible assets, net87 — 87 
Total assets acquired236 (20)216 
LIABILITIES
Current liabilities— 
Other non-current liabilities22 — 22 
Total liabilities assumed24 — 24 
Net assets acquired$212 $(20)$192 
The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the acquisition date and subsequent measurement period adjustments:
(in millions)Initial AllocationMeasurement Period AdjustmentsFinal Allocation
ASSETS
Cash and cash equivalents (including restricted cash of $16 million)
$29 $— $29 
Receivables, net16 — 16 
Inventories, net42 (2)40 
Prepayments and other current assets— 
Property, plant and equipment, net106 (3)103 
Goodwill707 (3)704 
Other intangible assets, net130 — 130 
Other non-current assets— 
Total assets acquired1,035 (1)1,034 
LIABILITIES
Notes payable and other short-term debt— 
Accounts payable22 — 22 
Other current liabilities13 19 
Long-term debt69 — 69 
Other non-current liabilities39 (7)32 
Total liabilities assumed151 (1)150 
Noncontrolling interests96 — 96 
Net assets and noncontrolling interest acquired$788 $— $788 
Schedule of Other Intangible Assets Acquired
The following table summarizes the other intangible assets acquired:
(in millions)Estimated LifeEstimated Fair Value
Developed technology13 years$22 
Customer relationships8 years
Total other intangible assets$27 
The following table summarizes the other intangible assets acquired:
(in millions)Estimated LifeEstimated Fair Value
Customer relationships12 years$62 
Manufacturing processes (know-how)10 years25 
Total other intangible assets$87 
The following table summarizes the other intangible assets acquired:
(in millions)Estimated LifeEstimated Fair Value
Amortized intangible assets:
Developed technology5 years$70 
Customer relationships11 years25 
Total amortized intangible assets95 
Unamortized trade namesIndefinite35 
Total other intangible assets$130 
Schedule 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 Technologies37,188,819
BorgWarner share price at October 1, 2020$39.54 
Fair value of stock consideration$1,470 
Stock compensation consideration7
Total stock consideration$1,477 
Cash consideration18 
Repayment of Delphi Technologies’ debt896 
Total consideration$2,391 
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 Statement of Operations for the year ended December 31, 2020, 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. Actual operating results for the year ended December 31, 2022 and 2021 have been included in the table below for comparative purposes.
ActualPro forma (unaudited)
Year Ended December 31,
(in millions)202220212020
Net sales$15,801 $14,838 $12,792 
Net earnings attributable to BorgWarner Inc.$944 $537 $616