10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

QUARTERLY REPORT

(Mark One)

☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2021

OR

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Commission file number: 1-12162

BORGWARNER INC.

________________________________________________

(Exact name of registrant as specified in its charter)

Delaware			13-3404508
(State or other jurisdiction of			(I.R.S. Employer
Incorporation or organization)			Identification No.)
3850 Hamlin Road,	Auburn Hills,	Michigan	48326
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (248) 754-9200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BWA	New York Stock Exchange
1.00% Senior Notes due 2031	BWA31	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        Yes ☑  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).                        Yes ☑  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☑

As of July 30, 2021, the registrant had 239,790,175 shares of voting common stock outstanding.

BORGWARNER INC.

FORM 10-Q

THREE AND SIX MONTHS ENDED JUNE 30, 2021

INDEX

	Page No.
PART I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 (Unaudited)	1
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020 (Unaudited)	2
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2021 and 2020 (Unaudited)	3
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (Unaudited)	4
Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3. Quantitative and Qualitative Disclosures About Market Risk	51
Item 4. Controls and Procedures	52
PART II. Other Information
Item 1. Legal Proceedings	53
Item 1A. Risk Factors	53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 6. Exhibits	55
SIGNATURES	56

CAUTIONARY STATEMENTS FOR FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q (“Form 10-Q”) (including Management’s Discussion and Analysis of Financial Condition and Results of Operations) may constitute forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act (the “Act”) that are based on management's current outlook, expectations, estimates and projections. Words such as “anticipates,” “believes,” “continues,” “could,” “designed,” “effect,” “estimates,” “evaluates,” “expects,” “forecasts,” “goal,” “guidance,” “initiative,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Further, all statements, other than statements of historical fact contained or incorporated by reference in this Form 10-Q, that we expect or anticipate will or may occur in the future regarding our financial position, business strategy and measures to implement that strategy, including changes to operations, competitive strengths, goals, expansion and growth of our business and operations, plans, references to future success and other such matters, are forward-looking statements. Accounting estimates, such as those described under the heading “Critical Accounting Policies and Estimates” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020 (“Form 10-K”), are inherently forward-looking. All forward-looking statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. Forward-looking statements are not guarantees of performance, and the Company’s actual results may differ materially from those expressed, projected, or implied in or by the forward-looking statements.

You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. These risks and uncertainties, among others, include: the difficulty in forecasting demand for electric vehicles and our EV revenue growth to 2030; the ability to identify targets and consummate acquisitions on acceptable terms; failure to realize the expected benefits of acquisitions; the ability to identify appropriate combustion portfolio businesses for disposition and consummate planned dispositions on acceptable terms; competitive challenges from existing and new competitors including original equipment manufacturer (“OEM”) customers; the challenges associated with rapidly-changing technologies, particularly as relates to electric vehicles, and our ability to innovate in response; uncertainties regarding the extent and duration of impacts of matters associated with the COVID-19/coronavirus pandemic (“COVID-19”), including additional production disruptions; the failure to realize the expected benefits of the acquisition of Delphi Technologies PLC that the Company completed on October 1, 2020; the failure to realize the expected benefits of the acquisition of AKASOL AG (“AKASOL”) that the Company completed on June 4, 2021 or a delay in the ability to realize those benefits; the failure to successfully execute on a timely basis our taking private strategy with respect to AKASOL; the failure to promptly and effectively integrate acquired businesses; the potential for unknown or inestimable liabilities relating to acquired businesses; our dependence on automotive and truck production, both of which are highly cyclical and subject to disruptions; our reliance on major OEM customers; commodities availability and pricing; supply disruptions impacting the Company or the Company’s customers, such as the current shortage of semi-conductors that has impacted OEM customers and the Company; fluctuations in interest rates and foreign currency exchange rates; availability of credit; our dependence on key management; our dependence on information systems; the uncertainty of the global economic environment; the outcome of existing or any future legal proceedings, including litigation with respect to various claims; future changes in laws and regulations, including, by way of example, tariffs, in the countries in which we operate; impacts from any potential future acquisition or divestiture transactions; and the other risks, including, by way of example, pandemics and quarantines, noted in reports that we file with the Securities and Exchange Commission, including Item 1A, “Risk Factors” in our most recently-filed Form 10-K as updated by Item 1A of this report. We do not undertake any obligation to update or announce publicly any updates to or revisions to any of the forward-looking statements in this Form 10-Q to reflect any change in our

expectations or any change in events, conditions, circumstances, or assumptions underlying the statements.

This section and the discussions contained in Item 1A, “Risk Factors,” and in Item 7, subheading “Critical Accounting Policies and Estimates” in our most recently-filed Form 10-K are intended to provide meaningful cautionary statements for purposes of the safe harbor provisions of the Act. This should not be construed as a complete list of all of the economic, competitive, governmental, technological and other factors that could adversely affect our expected consolidated financial position, results of operations or liquidity. Additional risks and uncertainties, including without limitation those not currently known to us or that we currently believe are immaterial, also may impair our business, operations, liquidity, financial condition and prospects.

Use of Non-GAAP Financial Measures

In addition to results presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), this report includes non-GAAP financial measures. The Company believes these non-GAAP financial measures provide additional information that is useful to investors in understanding the underlying performance and trends of the Company. Readers should be aware that non-GAAP financial measures have inherent limitations and should be cautious with respect to the use of such measures. To compensate for these limitations, we use non-GAAP measures as comparative tools, together with GAAP measures, to assist in the evaluation of our operating performance or financial condition. We ensure that these measures are calculated using the appropriate GAAP components in their entirety and that they are computed in a manner intended to facilitate consistent period-to-period comparisons. The Company's method of calculating these non-GAAP measures may differ from methods used by other companies. These non-GAAP measures should not be considered in isolation or as a substitute for those financial measures prepared in accordance with GAAP. Where non-GAAP financial measures are used, the most directly comparable GAAP or regulatory financial measure, as well as the reconciliation to the most directly comparable GAAP financial measure, can be found in this report.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions)	June 30, 2021		December 31, 2020
ASSETS
Cash and cash equivalents	$	1,553	$	1,650
Restricted cash	15		—
Receivables, net	3,063		2,919
Inventories, net	1,567		1,286
Prepayments and other current assets	339		312
Total current assets	6,537		6,167
Property, plant and equipment, net	4,535		4,591
Goodwill	3,325		2,627
Other intangible assets, net	1,172		1,096
Investments and other long-term receivables	546		820
Other non-current assets	748		728
Total assets	$	16,863	$	16,029
LIABILITIES AND EQUITY
Notes payable and other short-term debt	$	13	$	49
Accounts payable	2,367		2,352
Other current liabilities	1,482		1,409
Total current liabilities	3,862		3,810
Long-term debt	4,348		3,738
Retirement-related liabilities	541		576
Other non-current liabilities	1,090		1,181
Total liabilities	9,841		9,305
Commitments and contingencies
Common stock	3		3
Capital in excess of par value	2,602		2,614
Retained earnings	6,527		6,296
Accumulated other comprehensive loss	(673)		(651)
Common stock held in treasury, at cost	(1,810)		(1,834)
Total BorgWarner Inc. stockholders’ equity	6,649		6,428
Noncontrolling interest	373		296
Total equity	7,022		6,724
Total liabilities and equity	$	16,863	$	16,029

See accompanying Notes to Condensed Consolidated Financial Statements.

1

BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per share amounts)	2021		2020		2021		2020
Net sales	$	3,758	$	1,426	$	7,767	$	3,705
Cost of sales	2,996		1,252		6,187		3,084
Gross profit	762		174		1,580		621
Selling, general and administrative expenses	364		184		741		397
Other operating expense, net	81		68		119		104
Operating income (loss)	317		(78)		720		120
Equity in affiliates’ earnings, net of tax	(16)		(2)		(28)		(7)
Unrealized loss on equity securities	4		—		276		9
Interest income	(3)		(3)		(6)		(5)
Interest expense	42		18		63		30
Other postretirement income	(12)		(1)		(23)		(3)
Earnings (loss) before income taxes and noncontrolling interest	302		(90)		438		96
Provision (benefit) for income taxes	28		(6)		70		43
Net earnings (loss)	274		(84)		368		53
Net earnings attributable to noncontrolling interest, net of tax	27		14		56		22
Net earnings (loss) attributable to BorgWarner Inc.	$	247	$	(98)	$	312	$	31
Earnings (loss) per share attributable to BorgWarner Inc. — basic	$	1.03	$	(0.47)	$	1.31	$	0.15
Earnings (loss) per share attributable to BorgWarner Inc. — diluted	$	1.03	$	(0.47)	$	1.30	$	0.15
Weighted average shares outstanding:
Basic	238.2		206.0		237.9		205.8
Diluted	239.6		206.0		239.0		206.4

See accompanying Notes to Condensed Consolidated Financial Statements.

2

BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Net earnings (loss) attributable to BorgWarner Inc.	$	247	$	(98)	$	312	$	31
Other comprehensive income (loss)
Foreign currency translation adjustments*	57		14		(30)		(60)
Hedge instruments*	4		1		(2)		(1)
Defined benefit postretirement plans*	2		(1)		10		1
Total other comprehensive income (loss) attributable to BorgWarner Inc.	63		14		(22)		(60)
Comprehensive income (loss) attributable to BorgWarner Inc.*	310		(84)		290		(29)
Net earnings attributable to noncontrolling interest, net of tax	27		14		56		22
Other comprehensive loss attributable to noncontrolling interest*	—		—		(5)		(3)
Comprehensive income (loss)	$	337	$	(70)	$	341	$	(10)

____________________________________

*    Net of income taxes.

See accompanying Notes to Condensed Consolidated Financial Statements.

3

BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended June 30,
(in millions)	2021		2020
OPERATING
Net cash provided by operating activities (see Note 23)	$	622	$	327
INVESTING
Capital expenditures, including tooling outlays	(342)		(171)
Capital expenditures for damage to property, plant and equipment	(2)		—
Insurance proceeds received for damage to property, plant and equipment	—		22
Payments for businesses acquired, net of cash and restricted cash acquired	(759)		(2)
Proceeds from settlement of net investment hedges, net	11		6
Payments for investments in equity securities and other, net	(7)		(2)
Net cash used in investing activities	(1,099)		(147)
FINANCING
Net decrease in notes payable	(6)		—
Additions to debt	1,229		1,143
Payments for debt issuance costs	(10)		(10)
Repayments of debt, including current portion	(671)		(35)
Payments for stock-based compensation items	(14)		(13)
Purchase of noncontrolling interest	(33)		—
Dividends paid to BorgWarner stockholders	(81)		(70)
Dividends paid to noncontrolling stockholders	(5)		(16)
Net cash provided by financing activities	409		999
Effect of exchange rate changes on cash	(14)		(8)
Net (decrease) increase in cash, cash equivalents and restricted cash	(82)		1,171
Cash and cash equivalents at beginning of year	1,650		832
Cash, cash equivalents and restricted cash at end of period	$	1,568	$	2,003

See accompanying Notes to Condensed Consolidated Financial Statements.

4

BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements of BorgWarner Inc. and Consolidated Subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of financial position, results of operations and cash flow activity required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments necessary for a fair statement of results have been included. Certain prior period amounts have been reclassified to conform to the current period presentation. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The balance sheet as of December 31, 2020 was derived from the audited financial statements as of that date. For further information, refer to the Consolidated Financial Statements and Footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and accompanying notes, as well as the amounts of revenues and expenses reported during the periods covered by those financial statements and accompanying notes. Actual results could differ from these estimates.

COVID-19 Pandemic Update

Throughout 2020, COVID-19 materially impacted the Company’s business and results of operations. During the first quarter of 2020, the impact of COVID-19 was initially experienced primarily by operations in China. Following the declaration of COVID-19 as a global pandemic on March 11, 2020, government authorities around the world began to impose shelter-in-place orders and other restrictions. As a result, many OEMs began suspending manufacturing operations, particularly in North America and Europe. This led to various temporary closures of, or reduced operations at, the Company’s manufacturing facilities, late in the first quarter of 2020 and throughout the second quarter of 2020.

During the second half of 2020, as global management of COVID-19 evolved and government restrictions were removed or lessened, production levels improved, and substantially all of the Company’s production facilities resumed closer to normal operations by the end of the third quarter of 2020. It is possible a resurgence of the COVID-19 pandemic could result in adverse impacts in the future. Management cannot reasonably estimate the full impact the COVID-19 pandemic could have on the Company’s financial condition, results of operations or cash flows in the future.

5

NOTE 2 NEW ACCOUNTING PRONOUNCEMENTS

In January 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-1, “Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815).” It clarifies the interaction among the accounting for equity securities, equity method investments, and certain derivative instruments. Specifically, for the purposes of applying the ASC Topic 321 measurement alternative, a company should consider observable transactions immediately before applying or upon discontinuing the equity method. Additionally, when determining the accounting for certain forward contracts and purchased options entered into to purchase securities, a company should not consider if the underlying securities would be accounted for under the equity method (ASC Topic 323) or fair value option (ASC Topic 825). This guidance was effective for interim and annual periods beginning after December 15, 2020. The Company adopted this guidance as of January 1, 2021, and there was no impact on its Consolidated Financial Statements.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes.” It removes certain exceptions to the general principles in ASC Topic 740 and improves consistent application of and simplifies GAAP for other areas of ASC Topic 740 by clarifying and amending existing guidance. This guidance was effective for interim and annual reporting periods beginning after December 15, 2020. The Company adopted this guidance as of January 1, 2021, and the impact on its Consolidated Financial Statements was immaterial.

In August 2018, the FASB issued ASU No. 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20).” It (i) requires the removal of disclosures that are no longer considered cost beneficial; (ii) clarifies specific requirements of certain disclosures; and (iii) adds new disclosure requirements, including the weighted average interest crediting rates for cash balance plans and other plans with promised interest crediting rates, and reasons for significant gains and losses related to changes in the benefit obligation. This guidance was effective for annual periods beginning after December 15, 2020. The Company adopted this guidance as of January 1, 2021, and there was no impact on these Condensed Consolidated Financial Statements; however, the Company will include the annual disclosures as required in its Annual Report on Form 10-K.

6

NOTE 3 ACQUISITIONS

AKASOL AG

On June 4, 2021, the Company completed its voluntary public takeover offer for shares of AKASOL AG (“AKASOL”), resulting in ownership of 89% of AKASOL’s outstanding shares. The Company paid approximately €648 million ($788 million) to settle the offer from current cash balances, which included proceeds received from its previously announced public offering of 1.00% Senior Notes due 2031 completed on May 19, 2021. Refer to Note 13, “Notes Payable And Debt,” to the Condensed Consolidated Financial Statements for more information. Following the settlement of the offer, AKASOL became a consolidated majority-owned subsidiary of the Company. Subsequent to the completion of the voluntary public takeover offer, and through June 30, 2021, the Company purchased additional shares of AKASOL for €28 million ($33 million) increasing its ownership to 93% as of that date. Upon closing, the Company also consolidated approximately €64 million ($77 million) of gross debt of AKASOL. The acquisition further strengthens BorgWarner’s commercial vehicle and industrial electrification capabilities, which positions the Company to capitalize on what it believes to be a fast-growing battery pack market.

The purchase price was allocated on a provisional basis as of June 4, 2021. Assets acquired and liabilities assumed were recorded at estimated fair values based on management’s preliminary estimates, available information, and supportable assumptions that management considered reasonable. Certain estimated values for the acquisition, including goodwill, tangible and intangible assets and deferred taxes are not yet finalized, and the provisional purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The final valuation of assets acquired and liabilities assumed may be materially different from the estimated values shown below.

7

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
ASSETS
Cash and cash equivalents (including restricted cash of $16 million)	$	29
Receivables, net	16
Inventories, net	42
Prepayments and other current assets	5
Property, plant and equipment, net	106
Goodwill	707
Other intangible assets, net	130
Total assets acquired	1,035
LIABILITIES
Notes payable and other short-term debt	8
Accounts payable	22
Other current liabilities	13
Long-term debt	69
Other non-current liabilities	39
Total liabilities assumed	151
Noncontrolling interest	96
Net assets and noncontrolling interest acquired	$	788

Any excess of the purchase price over the estimated fair value of net assets was recognized as goodwill. At the acquisition date, goodwill of $707 million was recorded within the Company’s Air Management segment. The goodwill consists of the Company’s expected future economic benefits that will arise from acquiring this business, which is established in making next-generation products for electric vehicles and the potential development and deployment of future technologies, across a global customer base, in this market and across adjacent industries. The goodwill is not expected to be deductible for tax purposes.

In connection with the acquisition, the Company preliminarily recorded $130 million for intangible assets, primarily for developed technology and customer relationships. Various valuation techniques were used to determine the provisional fair value of intangible assets, with the primary techniques being forms of the income approach, specifically the relief-from-royalty and multi-period excess earnings valuation methods. Under these valuation approaches, the Company is required to make estimates and assumptions from a market participant perspective and include revenue growth rates, estimated earnings, royalty rates, obsolescence factors, contributory asset charges, customer attrition and discount rates. Management used a third-party valuation firm to assist in the determination of the provisional purchase accounting fair values; however, management ultimately oversees the third-party valuation firm to ensure that the transaction-specific assumptions are appropriate for the Company.

The impact of the AKASOL acquisition on net sales and net earnings was immaterial for the three and six months ended June 30, 2021. Due to its insignificant size relative to the Company, supplemental pro forma financial information of the combined entity for the current and prior reporting period is not provided.

Delphi Technologies PLC

On October 1, 2020, the Company completed its acquisition of 100% of the outstanding ordinary shares of Delphi Technologies PLC (“Delphi Technologies”) from the shareholders of Delphi Technologies pursuant to the terms of the Transaction Agreement, dated January 28, 2020, as amended on May 6,

8

2020, by and between the Company and Delphi Technologies (the “Transaction Agreement”). Pursuant to the terms of the Transaction Agreement, the Company issued, in exchange for each Delphi Technologies share, 0.4307 of a share of common stock of the Company, par value $0.01 per share and cash in lieu of any fractional share. In the aggregate, the Company delivered consideration of approximately $2.4 billion. The acquisition strengthens the Company’s electronics and power electronics products, capabilities and scale, positions the Company for greater growth as electrified propulsion systems gain momentum and enhances key combustion, commercial vehicle and aftermarket product offerings. Upon closing, the Company also assumed approximately $800 million (par value) in aggregate principal amount of Delphi Technologies’ outstanding 5.000% Senior Notes due 2025 (the “DT Notes”).

On October 5, 2020, the Company completed its offer to exchange new BorgWarner notes for the DT Notes. Approximately $776 million in aggregate principal amount of outstanding DT Notes, representing 97% of the $800 million total outstanding principal amount of the DT Notes, were validly exchanged and cancelled for new BorgWarner notes. Following such cancellation, approximately $24 million in aggregate principal amount of the DT Notes remain outstanding. Since the majority of the DT Notes were exchanged, the Company was able to eliminate substantially all of the restrictive covenants and events of default not related to payment on the $800 million in outstanding senior notes of the Company.

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

The purchase price was allocated on a preliminary basis as of October 1, 2020. Assets acquired and liabilities assumed were recorded at estimated fair values based on management’s estimates, available information, and supportable assumptions that management considered reasonable. The Company is in the process of finalizing all purchase accounting adjustments related to the Delphi Technologies acquisition. Certain estimated values for the acquisition, including goodwill, intangible assets and deferred taxes are not yet finalized, and the preliminary purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The final valuation of assets acquired and liabilities assumed may be materially different from the estimated values shown below.

9

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 Allocation		Measurement Period Adjustments		Revised Allocation
ASSETS
Cash and cash equivalents	$	460	$	—	$	460
Receivables, net	901		(3)		898
Inventories, net	398		(3)		395
Prepayments and other current assets	77		(1)		76
Property, plant and equipment, net	1,548		(5)		1,543
Investments and other long-term receivables	103		—		103
Goodwill	710		23		733
Other intangible assets, net	760		—		760
Other non-current assets	359		6		365
Total assets acquired	5,316		17		5,333
LIABILITIES
Notes payable and other short-term debt	2		—		2
Accounts payable	692		1		693
Other current liabilities	609		2		611
Long-term debt	934		—		934
Other non-current liabilities:
Retirement-related	313		—		313
Other non-current liabilities	286		14		300
Total liabilities assumed	2,836		17		2,853
Noncontrolling interest	89		—		89
Net assets and noncontrolling interest acquired	$	2,391	$	—	$	2,391

Any excess of the purchase price over the estimated fair value of net assets was recognized as goodwill. Goodwill of $733 million, including the impact of measurement period adjustments, was allocated across the Company’s four segments, as noted in the table below. The goodwill consists of the Company’s expected future economic benefits that will arise from expected future product sales and operational synergies from combining Delphi Technologies with its existing business and is not deductible for tax purposes.

(in millions)
Air Management	$	151
e-Propulsion & Drivetrain	284
Fuel Injection	—
Aftermarket	298
Total acquisition date goodwill	$	733

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The valuation of intangible assets was determined using an income approach methodology. The fair values of the customer relationship intangible assets were estimated using the multi-period excess earnings method. Assumptions used in these calculations were considered from a market participant perspective and include revenue growth rates, estimated earnings, contributory asset charges, customer attrition and discount rates.

The fair values of the developed technology and trade name intangible assets were estimated utilizing the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the assets. Assumed royalty rates are applied to projected revenue for the remaining useful lives of the assets to estimate the royalty savings. Assumptions used in the determination of the fair value of the developed technology included revenue growth rates, royalty rates, obsolescence factors and discount rates. Assumptions used in the determination of the fair value of the trade name included the revenue growth rates, the royalty rate and discount rate. 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

Generally accepted valuation practice indicates that assets and liabilities may be valued using a range of methodologies. The property, plant and equipment and inventory acquired were valued using a combination of cost and market approaches. Goodwill, identifiable intangible assets, noncontrolling interests and the equity method investment were valued using the income approach. Management used a third-party valuation firm to assist in the determination of the preliminary purchase accounting fair values; however, management ultimately oversees the third-party valuation firm to ensure that the transaction-specific assumptions are appropriate for the Company.

On a pro forma basis, the combined net sales of the Company and Delphi Technologies for the three and six months ended June 30, 2020 were $2,054 million and $5,278 million, respectively.

Romeo Power, Inc.

In May 2019, the Company invested $50 million in exchange for a 20% equity interest in Romeo Systems, Inc., now known as Romeo Power, Inc., (“Romeo”) a technology-leading battery module and pack supplier that was then privately held. The Company accounted for this investment in Series A-1 Preferred Stock of Romeo under the measurement alternative in ASC Topic 321, “Investments - Equity Securities” for equity securities without a readily determinable fair value. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In September 2019, the Company and Romeo contributed total equity of $10 million and formed a new joint venture, BorgWarner Romeo Power LLC (“Romeo JV”), in which the Company owns a 60% interest. Romeo JV is a variable interest entity focusing on producing battery module and pack technology. The Company is the primary beneficiary of Romeo JV and consolidates Romeo JV in its consolidated financial statements.

On December 29, 2020, through the business combination of Romeo Systems, Inc. and special purpose acquisition company RMG Acquisition Corporation, a new entity, Romeo Power, Inc., became a publicly listed company. The Company’s ownership in Romeo was reduced to 14%, and the investment no longer qualified for the measurement alternative under ASC Topic 321 as the investment now has a readily

11

determinable fair value. Therefore, the investment is recorded at fair value on an ongoing basis with changes in fair value being recognized in Unrealized loss on equity securities in the Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2021, the Company recorded a loss of $4 million and $276 million, respectively, to adjust the carrying value of the Company’s investment to fair value. As of June 30, 2021, the investment’s fair value was $156 million, which is reflected in Investments and other long-term receivables in the Company’s Condensed Consolidated Balance Sheets.

During the six months ended June 30, 2020, after completing a qualitative assessment which indicated the Company’s equity securities in Romeo may have been impaired, the Company recorded a $9 million impairment charge to reflect this investment at its estimated fair value of $41 million. The estimated fair value of Romeo was determined using unobservable inputs including quantitative information from lower valuations in recently completed or proposed financings and the liquidation preferences included in the Romeo stock agreements. These unobservable inputs are considered Level 3.

NOTE 4 REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company manufactures and sells products, primarily to OEMs of light vehicles and, to a lesser extent, to other OEMs of commercial vehicles and off-highway vehicles, to certain Tier One vehicle systems suppliers and into the aftermarket. The Company’s payment terms are based on customary business practices and vary by customer type and products offered. We have evaluated the terms of our arrangements and determined that they do not contain significant financing components.

Generally, revenue is recognized upon shipment or delivery; however, a limited number of the Company’s customer arrangements for its highly customized products with no alternative use provide the Company with the right to payment during the production process. As a result, for these limited arrangements, revenue is recognized as goods are produced and control transfers to the customer using the input cost-to-cost method. The Company recorded a contract asset of $22 million and $16 million at June 30, 2021 and December 31, 2020, respectively, for these arrangements. These amounts are reflected in Prepayments and other current assets in the Company’s Condensed Consolidated Balance Sheets.

In limited instances, certain customers have provided payments in advance of receiving related products, typically at the onset of an arrangement prior to the beginning of production. These contract liabilities are reflected as Other current liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets and were $16 million and $1 million at June 30, 2021 and $22 million and $6 million at December 31, 2020, respectively. These amounts are reflected as revenue over the term of the arrangement (typically 3 to 7 years) as the underlying products are shipped and represent the Company’s remaining performance obligations as of the end of the period.

Sales to certain aftermarket customers provide to the customers a right of return. The Company recognizes an estimated return asset (and adjusts for cost of sales) for the right to recover the products returned by the customer. ASC Topic 606 requires that return assets be presented separately from inventory. As of June 30, 2021 and December 31, 2020, the Company had return assets of $8 million recorded in Prepayments and other current assets.

The Company continually seeks business development opportunities and at times provides customer incentives for new program awards. When the Company determines that the payments are incremental and incurred only if the new business is obtained and expects to recover these amounts from the customer over the term of the new business arrangement, the Company capitalizes these amounts. As of June 30, 2021 and December 31, 2020, the Company recorded customer incentive payments of $43 million in Prepayments and other current assets, and $148 million and $166 million in Other non-current assets in the Condensed Consolidated Balance Sheets, respectively.

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The following tables represent a disaggregation of revenue from contracts with customers by reporting segment and region and reflects the results of former Delphi Technologies entities in the three and six months ended June 30, 2021. Refer to Note 22, “Reporting Segments And Related Information,” to the Condensed Consolidated Financial Statements for more information.

	Three Months Ended June 30, 2021
(In millions)	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Aftermarket		Total
North America	$	464	$	453	$	1	$	84	$	1,002
Europe	785		251		259		108		1,403
Asia	531		584		147		17		1,279
Other	38		6		17		13		74
Total	$	1,818	$	1,294	$	424	$	222	$	3,758
	Three Months Ended June 30, 2020
(In millions)	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Aftermarket		Total
North America	$	167	$	190	$	—	$	—	$	357
Europe	338		90		—		—		428
Asia	306		324		—		—		630
Other	8		3		—		—		11
Total	$	819	$	607	$	—	$	—	$	1,426
	Six Months Ended June 30, 2021
(In millions)	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Aftermarket		Total
North America	$	996	$	988	$	4	$	151	$	2,139
Europe	1,618		527		530		210		2,885
Asia	1,103		1,186		284		30		2,603
Other	69		12		32		27		140
Total	$	3,786	$	2,713	$	850	$	418	$	7,767
	Six Months Ended June 30, 2020
(In millions)	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Aftermarket		Total
North America	$	554	$	613	$	—	$	—	$	1,167
Europe	1,049		281		—		—		1,330
Asia	597		566		—		—		1,163
Other	38		7		—		—		45
Total	$	2,238	$	1,467	$	—	$	—	$	3,705

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NOTE 5 RESTRUCTURING

The Company’s restructuring activities are undertaken, as necessary, to execute management’s strategy and streamline operations, consolidate and take advantage of available capacity and resources, and ultimately achieve net cost reductions. Restructuring activities include efforts to integrate and rationalize the Company’s business and to relocate operations to best cost locations.

The Company’s restructuring expenses consist primarily of employee termination benefits (principally severance and/or termination benefits) and other costs, which are primarily professional fees and costs related to facility closures and exits.

	Three Months Ended June 30, 2021
(in millions	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Corporate		Total
Employee termination benefits	$	9	$	3	$	24	$	—	$	36
Other	3		20		—		3		26
Total restructuring expense	$	12	$	23	$	24	$	3	$	62
	Three Months Ended June 30, 2020
	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Corporate		Total
Employee termination benefits	$	11	$	17	$	—	$	—	$	28
Other	5		4		—		—		9
Total restructuring expense	$	16	$	21	$	—	$	—	$	37
	Six Months Ended June 30, 2021
	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Corporate		Total
Employee termination benefits	$	23	$	7	$	27	$	—	$	57
Other	6		26		—		3		35
Total restructuring expense	$	29	$	33	$	27	$	3	$	92
	Six Months Ended June 30, 2020
	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Corporate		Total
Employee termination benefits	$	22	$	18	$	—	$	—	$	40
Other	7		5		—		—		12
Total restructuring expense	$	29	$	23	$	—	$	—	$	52

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The following tables display a rollforward of the restructuring liability recorded within the Company’s Condensed Consolidated Balance Sheets and the related cash flow activity:

(in millions	Employee Benefit Terminations		Other		Total
Balance at January 1, 2021	$	160	$	13	$	173
Restructuring expense, net	57		35		92
Cash payments	(82)		(39)		(121)
Foreign currency translation adjustment	(1)		1		—
Balance at June 30, 2021	134		10		144
Less: Non-current restructuring liability	37		3		40
Current restructuring liability at June 30, 2021	$	97	$	7	$	104
	Employee Benefit Terminations		Other		Total
Balance at January 1, 2020	$	34	$	—	$	34
Restructuring expense, net	40		12		52
Cash payments	(28)		(2)		(30)
Balance at June 30, 2020	46		10		56
Less: Non-current restructuring liability	13		—		13
Current restructuring liability at June 30, 2020	$	33	$	10	$	43

In February 2020, the Company announced a restructuring plan to address existing structural costs. During the three and six months ended June 30, 2021, the Company recorded $37 million and $61 million of restructuring charges related to this plan, respectively. During the three and six months ended June 30, 2020, the Company recorded $37 million and $52 million of restructuring charges related to this plan, respectively. Cumulatively, the Company has incurred $209 million of restructuring charges related to this plan. This plan is expected to result in a total of $300 million of restructuring costs through 2022. Nearly all of the restructuring charges associated with this plan are expected to be cash expenditures.

In 2019, legacy Delphi Technologies announced a restructuring plan to reshape and realign its global technical center footprint and reduce salaried and contract staff. The Company continued actions under this program post-acquisition and has recorded cumulative charges of $33 million since October 1, 2020, including approximately $31 million in restructuring charges during the six months ended June 30, 2021. Although a majority of the actions under this program have been completed, the Company does expect additional charges, which could be significant, for actions subject to negotiations with employee works council and other employee representatives.

During the three and six months ended June 30, 2021 and 2020, the Company incurred restructuring expenses primarily related to the following actions, related to the two plans discussed above:

Air Management

•During the three and six months ended June 30, 2021, the segment recorded $12 million and $27 million of restructuring cost, respectively, primarily related to severance costs, professional fees and a voluntary termination program to reduce existing structural costs.

•During the six months ended June 30, 2021, the segment recorded $2 million primarily related to severance costs under a legacy Delphi Technologies restructuring plan to realign its global technical center footprint and implement headcount reductions.

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•During the three and six months ended June 30, 2020, the segment recorded $16 million and $29 million of restructuring costs, respectively, of which $5 million and $13 million related to a voluntary termination program where approximately 350 employees accepted termination packages and $7 million and $12 million related to severance costs and professional fees for specific actions to reduce structural costs. During the three and six months ended June 30, 2020, the segment also recorded $3 million of employee termination benefits related to the announced closure of a facility in Europe affecting approximately 200 employees.

e-Propulsion & Drivetrain

•During the three and six months ended June 30, 2021, the segment recorded $5 million and $10 million, respectively, primarily related to severance costs, equipment relocation and professional fees to reduce existing structural costs. During the three and six months ended June 30, 2021, the segment recorded $19 million and $23 million related to contractual settlements, professional fees and other costs associated with the announced closure of a facility in Europe.

•During the three and six months ended June 30, 2020, the segment recorded $3 million and $5 million, respectively, primarily related to professional fees for actions to reduce structural costs and severance costs. During the three and six months ended June 30, 2020, the segment also recorded $17 million of employee termination benefits related to the announced closure of a facility in Europe affecting approximately 350 employees.

Fuel Injection

•During the three and six months ended June 30, 2021, the segment recorded $24 million and $27 million, respectively, primarily related to severance costs under a legacy Delphi Technologies restructuring plan to realign its global technical center footprint and implement headcount reductions. These benefits are subject to negotiation with labor unions, which could result in additional restructuring expenses.

Estimates of restructuring expense are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring expenses, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established accruals.

The Company continues to evaluate different options across its operations to reduce existing structural costs over the next few years. The Company will recognize restructuring expense associated with any future actions at the time they are approved and become probable or are incurred. Any future actions could result in significant restructuring expense.

NOTE 6 RESEARCH AND DEVELOPMENT COSTS

The Company’s net Research & Development (“R&D”) expenditures are included in selling, general and administrative expenses of the Condensed Consolidated Statements of Operations. Customer reimbursements are netted against gross R&D expenditures as they are considered a recovery of cost. Customer reimbursements for prototypes are recorded net of prototype costs based on customer contracts, typically either when the prototype is shipped or when it is accepted by the customer. Customer reimbursements for engineering services are recorded when performance obligations are satisfied in accordance with the contract. Financial risks and rewards transfer upon shipment, acceptance of a prototype component by the customer or upon completion of the performance obligation, as stated in the respective customer agreement. The Company has contracts with several customers relating to R&D activities that the Company performs at the Company’s various R&D locations.

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The following table presents the Company’s gross and net expenditures on R&D activities:

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Gross R&D expenditures	$	224	$	103	$	444	$	221
Customer reimbursements	(58)		(15)		(95)		(24)
Net R&D expenditures	$	166	$	88	$	349	$	197

NOTE 7 OTHER OPERATING EXPENSE, NET

Items included in Other operating expense, net consist of:

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Restructuring expense (Note 5)	$	62	$	37	$	92	$	52
Merger, acquisition and divestiture expense	15		21		28		42
Loss on sale	7		—		7		—
Asset impairments	—		17		—		17
Net gain on insurance recovery for property damage	—		(6)		(2)		(6)
Other income, net	(3)		(1)		(6)		(1)
Other operating expense, net	$	81	$	68	$	119	$	104

Merger, acquisition and divestiture expense: During the three months ended June 30, 2021, the Company recorded merger, acquisition and divestiture expense of $15 million, primarily related to professional fees associated with the acquisition of AKASOL. During the six months ended June 30, 2021, the Company recorded merger, acquisition and divestiture expense of $28 million, primarily related to professional fees for integration and other support associated with the Company’s acquisition of Delphi Technologies completed on October 1, 2020 and the AKASOL acquisition. During the three and six months ended June 30, 2020, the Company recorded merger, acquisition and divestiture expense of $21 million and $42 million, respectively, primarily related to professional fees associated with the Company’s acquisition of Delphi Technologies.

Loss on sale: During the three months ended June 30, 2021, the Company recorded a loss of $7 million in connection with the sale of an e-Propulsion & Drivetrain technical center in Europe.

Asset impairments: During the three and six months ended June 30, 2020, the Company recorded asset impairment costs of $9 million in the Air Management segment and $8 million in the e-Propulsion & Drivetrain segment, related to the write down of property, plant and equipment associated with the announced closures of two European facilities.

Net gain on insurance recovery for property damage: During the six months ended June 30, 2021 and 2020, the Company recorded a $2 million and $6 million net gain, respectively, from insurance recovery proceeds, which primarily represents the amount received for replacement cost in excess of carrying value for losses sustained from a tornado that damaged the Company’s plant in Seneca, South Carolina.

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NOTE 8 INCOME TAXES

The Company’s provision for income taxes is based upon an estimated annual tax rate for the year applied to federal, state and foreign income. On a quarterly basis, the annual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter.

The Company’s effective tax rate for the six months ended June 30, 2021 and 2020 was 16% and 45%, respectively. During the six-month period ended June 30, 2021, unrecognized tax benefits and accrued interest were decreased for the lapse of the statute of limitations in a non-US jurisdiction for a tax holiday matter which, net of unrecognized foreign tax credits, resulted in a $55 million tax benefit. Additionally, an increase in the United Kingdom (“UK”) tax rate from 19% to 25% effective April 1, 2023 was enacted in June 2021 resulting in a discrete tax benefit of $20 million as a result of the revaluation of net deferred tax asset balances. Further, the Company’s effective tax rate includes a net discrete tax benefit of $24 million primarily related to changes to certain withholding rates applied to unremitted earnings. The 2020 rate was unfavorably impacted by $94 million of restructuring expenses and merger, acquisition and divestiture expenses that were largely non-deductible for tax purposes, resulting in only $9 million of tax benefit being recognized. This rate was further unfavorably impacted by $26 million of asset impairment charges for which no tax benefit was recognized as full valuation allowances were recorded against the corresponding deferred tax assets. The Company also recorded reductions in income tax expense of $10 million for other one-time adjustments primarily related to tax law changes in India that were enacted during the first three months of 2020 and the release of certain unrecognized tax benefits due to the closure of an audit.

The Company’s effective tax rate for the three months ended June 30, 2021 and 2020 was 9% and 6%, respectively. During the three-month period ended June 30, 2021, unrecognized tax benefits and accrued interest were decreased for the lapse of the statute of limitations in a non-US jurisdiction for a tax holiday matter which, net of unrecognized foreign tax credits, resulted in a $55 million tax benefit. Additionally, an increase in the UK tax rate from 19% to 25% effective April 1, 2023 was enacted in June 2021 resulting in a discrete tax benefit of $20 million as a result of the revaluation of net deferred tax asset balances. The 2020 rate includes restructuring expenses, merger, acquisition and divestiture expenses, and asset impairment costs that are largely non-deductible for tax purposes. During the three months ended June 30, 2020, the Company recorded $75 million of such expenses for which only a $5 million tax benefit was recognized.

The annual effective tax rates differ from the U.S. statutory rate primarily due to foreign rates which vary from those in the U.S., jurisdictions with pretax losses for which no tax benefit could be realized, U.S. taxes on foreign earnings, the realization of certain business tax credits (including foreign tax credits), and permanent differences between book and tax treatment for certain items (including equity in affiliates’ earnings).

NOTE 9 INVENTORIES, NET

A summary of Inventories, net is presented below:

	June 30,		December 31,
(in millions)	2021		2020
Raw material and supplies	$	1,014	$	827
Work in progress	181		150
Finished goods	396		324
FIFO inventories	1,591		1,301
LIFO reserve	(24)		(15)
Inventories, net	$	1,567	$	1,286

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NOTE 10 OTHER CURRENT AND NON-CURRENT ASSETS

Additional detail related to assets is presented below:

	June 30,		December 31,
(in millions)	2021		2020
Prepayments and other current assets:
Prepaid tooling	$	95	$	84
Prepaid taxes	58		64
Customer incentive payments (Note 4)	43		43
Prepaid engineering	32		33
Contract assets (Note 4)	22		16
Other	89		72
Total prepayments and other current assets	$	339	$	312
Investments and other long-term receivables:
Investment in equity affiliates	$	292	$	297
Equity securities (Note 3)	203		472
Other long-term receivables	51		51
Total investments and other long-term receivables	$	546	$	820
Other non-current assets:
Deferred income taxes	$	317	$	291
Operating leases	209		211
Customer incentive payments (Note 4)	148		166
Other	74		60
Total other non-current assets	$	748	$	728

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NOTE 11 GOODWILL AND OTHER INTANGIBLES

During the fourth quarter of each year, the Company assesses its goodwill assigned to each of its reporting units. In addition, the Company may test goodwill in between annual test dates if an event occurs or circumstances change that could more-likely-than-not reduce the fair value of a reporting unit below its carrying value. No events or circumstances were noted in the first half of 2021 requiring additional assessment or testing. Future changes in the judgments, assumptions and estimates from those used in acquisition-related valuations and goodwill impairment testing, including discount rates or future operating results and related cash flow projections, could result in significantly different estimates of the fair values in the future. An increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially affect the Company’s financial statements in any given year.

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	—		12		11		23
Other, primarily translation adjustment	(11)		(22)		1		(32)
Ending balance, June 30, 2021	$	1,711	$	1,303	$	311	$	3,325

The Company’s other intangible assets, primarily from acquisitions, consist of the following:

		June 30, 2021						December 31, 2020
(in millions)	Estimated useful lives (years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:
Patented and unpatented technology	7 - 15	$	449	$	88	$	361	$	383	$	77	$	306
Customer relationships	7 - 15	918		290		628		893		272		621
Miscellaneous	1 - 13	24		7		17		10		7		3
Total amortized intangible assets		1,391		385		1,006		1,286		356		930
Unamortized trade names		166		—		166		166		—		166
Total other intangible assets		$	1,557	$	385	$	1,172	$	1,452	$	356	$	1,096

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NOTE 12 PRODUCT WARRANTY

The Company provides warranties on some, but not all, of its products. The warranty terms are typically from one to three years. Provisions for estimated expenses related to product warranty are made at the time products are sold. These estimates are established using historical information about the nature, frequency and average cost of warranty claim settlements as well as product manufacturing and industry developments and recoveries from third parties. Management actively studies trends of warranty claims and takes action to improve product quality and minimize warranty claims. Management believes that the warranty accrual is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the accrual. The product warranty accrual is allocated to current and non-current liabilities in the Condensed Consolidated Balance Sheets.

The following table summarizes the activity in the product warranty accrual accounts:

(in millions)	2021		2020
Beginning balance, January 1	$	253	$	116
Provisions for current period sales	52		27
Adjustments of prior estimates	17		5
Payments	(73)		(28)
Translation adjustment	(3)		(1)
Ending balance, June 30	$	246	$	119

The product warranty liability is classified in the Condensed Consolidated Balance Sheets as follows:

	June 30,		December 31,
(in millions)	2021		2020
Other current liabilities	$	137	$	164
Other non-current liabilities	109		89
Total product warranty liability	$	246	$	253

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NOTE 13 NOTES PAYABLE AND DEBT

As of June 30, 2021 and December 31, 2020, the Company had debt outstanding as follows:

	June 30,		December 31,
(in millions)	2021		2020
Short-term borrowings	$	1	$	45
Long-term debt
1.800% Senior notes due 11/07/22 (€500 million par value)	—		609
3.375% Senior notes due 03/15/25 ($500 million par value)	498		498
5.000% Senior notes due 03/15/25 ($800 million par value)*	901		912
2.650% Senior notes due 07/01/27 ($1,100 million par value)	1,089		1,088
7.125% Senior notes due 02/15/29 ($121 million par value)	119		119
1.000% Senior Notes due 05/19/31 (€1,000 million par value)	1,164		—
4.375% Senior notes due 03/15/45 ($500 million par value)	494		494
Term loan facilities, finance leases and other	95		22
Total long-term debt	4,360		3,742
Less: current portion	12		4
Long-term debt, net of current portion	$	4,348	$	3,738

________________

*Includes the fair value step-up from the Delphi Technologies acquisition, which was based on observable market data and will be amortized as a reduction to interest expense over the remaining life of the instrument using the effective interest method.

The Company may utilize uncommitted lines of credit for short-term working capital requirements. As of June 30, 2021 and December 31, 2020, the Company had $1 million and $45 million, respectively, in borrowings under these facilities, which are classified in Notes payable and short-term debt on the Condensed Consolidated Balance Sheets. During the three months ended June 30, 2021, the Company repaid $46 million of existing short-term borrowings.

On May 19, 2021, in anticipation of the acquisition of AKASOL and to refinance the Company's €500 million 1.800% senior notes due in November 2022, the Company issued €1.0 billion in 1.000% senior notes due May 2031. Interest is payable annually in arrears on May 19 of each year. These senior notes are not guaranteed by any of the Company’s subsidiaries. On June 18, 2021, the Company repaid its €500 million 1.800% senior notes due November 2022 and incurred a loss on debt extinguishment of $20 million, which is reflected in Interest expense in the Condensed Consolidated Statement of Operations.

On February 19, 2021, the Company entered into a $900 million, 364-day delayed draw term loan facility to satisfy certain cash confirmation requirements in support of the proposed acquisition of AKASOL. The facility was cancelled on May 19, 2021 in accordance with its terms, following the Company’s issuance of the €1.0 billion in senior notes.

The Company has a $2.0 billion multi-currency revolving credit facility which allows the Company the ability to increase the facility by $1.0 billion with bank group approval. The credit agreement contains customary events of default and one key financial covenant, which is a debt-to-EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) ratio. The Company was in compliance with the financial covenant at June 30, 2021. At June 30, 2021 and December 31, 2020, the Company had no outstanding borrowings under this facility.

22

The Company’s commercial paper program allows the Company to issue up to $2.0 billion of short-term, unsecured commercial paper notes under the limits of its multi-currency revolving credit facility. Under this program, the Company may issue notes from time to time and use the proceeds for general corporate purposes. The Company had no outstanding borrowings under this program as of June 30, 2021 and December 31, 2020.

The total current combined borrowing capacity under the multi-currency revolving credit facility and commercial paper program cannot exceed $2 billion.

As of June 30, 2021 and December 31, 2020, the estimated fair values of the Company’s senior unsecured notes totaled $4,551 million and $4,052 million, respectively. The estimated fair values were $286 million higher than their carrying value at June 30, 2021 and $332 million higher than their carrying value at December 31, 2020. Fair market values of the senior unsecured notes are developed using observable values for similar debt instruments, which are considered Level 2 inputs as defined by ASC Topic 820. The carrying values of the Company's multi-currency revolving credit facility and commercial paper program approximates fair value. The fair value estimates do not necessarily reflect the values the Company could realize in the current markets.

The Company had outstanding letters of credit of $33 million at June 30, 2021 and December 31, 2020. The letters of credit typically act as guarantees of payment to certain third parties in accordance with specified terms and conditions.

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NOTE 14 OTHER CURRENT AND NON-CURRENT LIABILITIES

Additional detail related to liabilities is presented in the table below:

	June 30,		December 31,
(in millions)	2021		2020
Other current liabilities:
Payroll and employee related	$	318	$	301
Customer related	244		198
Product warranties (Note 12)	137		164
Income taxes payable	124		102
Employee termination benefits (Note 5)	97		101
Indirect taxes	69		69
Accrued freight	52		41
Operating leases	48		47
Dividends payable	39		6
Interest	32		18
Insurance	19		20
Retirement related	16		16
Contract liabilities (Note 4)	16		22
Other	271		304
Total other current liabilities	$	1,482	$	1,409
Other non-current liabilities:
Deferred income taxes	$	264	$	276
Non-current income tax liabilities	248		300
Operating leases	168		172
Derivative instruments	121		162
Product warranties (Note 12)	109		89
Deferred income	63		55
Employee termination benefits (Note 5)	37		59
Other	80		68
Total other non-current liabilities	$	1,090	$	1,181

NOTE 15 FAIR VALUE MEASUREMENTS

ASC Topic 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair values as follows:

Level 1:Observable inputs such as quoted prices for identical assets or liabilities in active markets;

Level 2:Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3:Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

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Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in ASC Topic 820:

A.Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business.

B.Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).

C.Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing and excess earnings models).

The following tables classify assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020:

			Basis of fair value measurements
(in millions)	Balance at June 30, 2021		Quoted prices in active markets for identical items (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Valuation technique
Assets:
Investment in equity securities	$	156	$	156	$	—	$	—	A
Foreign currency contracts	$	16	$	—	$	16	$	—	A
Net investment hedge contracts	$	6	$	—	$	6	$	—	A
Liabilities:
Foreign currency contracts	$	12	$	—	$	12	$	—	A
Net investment hedge contracts	$	120	$	—	$	120	$	—	A

			Basis of fair value measurements
(in millions)	Balance at December 31, 2020		Quoted prices in active markets for identical items (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Valuation technique
Assets:
Investment in equity securities	$	432	$	432	$	—	$	—	A
Foreign currency contracts	$	5	$	—	$	5	$	—	A
Liabilities:
Foreign currency contracts	$	6	$	—	$	6	$	—	A
Net investment hedge contracts	$	161	$	—	$	161	$	—	A

NOTE 16 FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash and cash equivalents, marketable securities and accounts receivable. Due to the short-term nature of these instruments, their book value approximates their fair value. The Company’s financial instruments may also include long-term debt, investments in equity securities, interest rate and cross-currency swaps, commodity derivative contracts and foreign currency derivative contracts. All derivative contracts are placed with counterparties that have an S&P, or equivalent, investment grade credit rating at the time of the contracts’ placement. At June 30, 2021 and December 31, 2020, the Company had no derivative contracts that contained credit risk-related contingent features.

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The Company, at times, uses certain commodity derivative contracts to protect against commodity price changes related to forecasted raw material and component purchases. At June 30, 2021 and December 31, 2020, the Company had no material commodity derivative contracts. The Company primarily utilizes forward and option contracts, which are designated as cash flow hedges.

The Company manages its interest rate risk by balancing its exposure to fixed and variable rates while attempting to optimize its interest costs. The Company, at times, selectively uses interest rate swaps and options to reduce market value risk associated with changes in interest rates (fair value hedges and cash flow hedges). At June 30, 2021 and December 31, 2020, the Company had no outstanding interest rate swaps or options.

The Company uses foreign currency forward and option contracts to protect against exchange rate movements for forecasted cash flows, including capital expenditures, purchases, operating expenses or sales transactions designated in currencies other than the functional currency of the operating unit. In addition, the Company uses foreign currency forward contracts to hedge exposure associated with its net investment in certain foreign operations (net investment hedges). During the three months ended June 30, 2021, the Company repaid its €500 million 1.800% senior notes due November 2022, which was designated as a net investment hedge resulting in a deferred loss of $50 million that will remain in accumulated other comprehensive loss until the net investment is sold, completely liquidated or substantially liquidated. The Company has designated the €1.0 billion in 1.000% senior notes due May 2031, issued in May 2021, as a net investment hedge of the Company’s investment in its European subsidiaries. Foreign currency derivative contracts require the Company, at a future date, to either buy or sell foreign currency in exchange for the operating units’ local currency. At June 30, 2021 and December 31, 2020, the following foreign currency derivative contracts were outstanding:

Foreign currency derivatives (in millions)*
Functional Currency	Traded Currency	Notional in traded currency June 30, 2021	Notional in traded currency December 31, 2020	Ending Duration
British pound	Euro	99	97	Dec - 22
Chinese renminbi	US dollar	113	113	Dec - 22
Chinese renminbi	Euro	28	—	Dec - 21
Euro	Chinese renminbi	218	—	Dec - 21
Euro	Hungarian forint	4,322	—	Dec - 21
Euro	Polish zloty	291	147	Dec - 22
Euro	Swedish krona	120	—	Dec - 21
Euro	Korean won	14,000	—	Nov - 21
Euro	US dollar	61	41	Dec - 22
Indian rupee	US dollar	14	—	Dec - 21
Korean won	US dollar	23	19	Dec - 21
US dollar	British pound	11	—	Dec - 22
US dollar	Euro	27	55	Oct - 21
US dollar	Korean won	102,119	15,000	Dec - 22
US dollar	Singapore dollar	41	47	Dec - 22
US dollar	Thailand baht	1,720	—	May - 22
US dollar	Mexican peso	1,672	1,178	Dec - 22
*Table above excludes non-significant traded currency pairings with total notional amounts less than $10 million U.S. dollar equivalent as of June 30, 2021 and December 31, 2020.

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The Company selectively uses cross-currency swaps to hedge the foreign currency exposure associated with its net investment in certain foreign operations (net investment hedges). At June 30, 2021 and December 31, 2020, the following cross-currency swap contracts were outstanding:

	Cross-currency swaps
(millions of dollars)	June 30, 2021		December 31, 2020		Ending duration
US dollar to Euro:
Fixed receiving notional	$	500	$	500	Mar - 25
Fixed paying notional	€	450	€	450	Mar - 25
US dollar to Euro:
Fixed receiving notional	$	1,100	$	1,100	Jul - 27
Fixed paying notional	€	976	€	976	Jul - 27
US dollar to Japanese yen:
Fixed receiving notional	$	100	$	100	Feb - 23
Fixed paying notional	¥	10,798	¥	10,978	Feb - 23

At June 30, 2021 and December 31, 2020, the following amounts were recorded in the Condensed Consolidated Balance Sheets as being payable to or receivable from counterparties under ASC Topic 815:

(in millions)	Assets					Liabilities
Derivatives designated as hedging instruments Under 815:	Location	June 30, 2021		December 31, 2020		Location	June 30, 2021		December 31, 2020
Foreign currency	Prepayments and other current assets	$	7	$	1	Other current liabilities	$	10	$	4
Foreign currency	Other non-current assets	$	1	$	—	Other non-current liabilities	$	1	$	1
Net investment hedges	Other non-current assets	$	6	$	—	Other non-current liabilities	$	120	$	161
Derivatives not designated as hedging instruments:
Foreign currency	Prepayments and other current assets	$	7	$	4	Other current liabilities	$	1	$	1
Foreign currency	Other non-current assets	$	1	$	—	Other non-current liabilities	$	—	$	—

Effectiveness for cash flow hedges is assessed at the inception of the hedging relationship and quarterly, thereafter. Gains and losses arising from these contracts that are included in the assessment of effectiveness are deferred into accumulated other comprehensive loss (“AOCI”) and reclassified into income as the underlying operating transactions are recognized. These realized gains or losses offset the hedged transaction and are recorded on the same line in the statement of operations. The initial value of any component excluded from the assessment of effectiveness will be recognized in income using a systematic and rational method over the life of the hedging instrument. Any difference between the change in fair value of the excluded component and amounts recognized in income under that systematic and rational method will be recognized in AOCI.

Effectiveness for net investment hedges is assessed at the inception of the hedging relationship and quarterly, thereafter. Gains and losses arising from these contracts that are included in the assessment of effectiveness are deferred into foreign currency translation adjustments and only released when the subsidiary being hedged is sold or substantially liquidated. The initial value of any component excluded from the assessment of effectiveness will be recognized in income using a systematic and rational method over the life of the hedging instrument. Any difference between the change in fair value of the

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excluded component and amounts recognized in income under that systematic and rational method will be recognized in AOCI.

The table below shows deferred gains (losses) reported in AOCI as well as the amount expected to be reclassified to income in one year or less for designated net investment hedges. The amount expected to be reclassified to income in one year or less assumes no change in the current relationship of the hedged item at June 30, 2021 market rates.

(in millions)	Deferred gain (loss) in AOCI at				Gain (loss) expected to be reclassified to income in one year or less
Contract Type	June 30, 2021		December 31, 2020
Net investment hedges:
Foreign currency	$	(7)	$	(1)	$	—
Cross-currency swaps	(114)		(161)		—
Foreign currency-denominated debt	19		(68)		—
Total	$	(102)	$	(230)	$	—

Derivative instruments designated as hedging instruments as defined by ASC Topic 815 held during the period resulted in the following gains and losses recorded in income:

	Three Months Ended June 30, 2021
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income(loss) line items in which the effects of cash flow hedges are recorded	$	3,758	$	2,996	$	364	$	63
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	3
Gain (loss) reclassified from AOCI to income	$	—	$	1	$	—
	Six Months Ended June 30, 2021
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income(loss) line items in which the effects of cash flow hedges are recorded	7,767		6,187		741		$	(22)
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	(3)
Gain (loss) reclassified from AOCI to income	$	—	$	1	$	—

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	Three Months Ended June 30, 2020
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income(loss) line items in which the effects of cash flow hedges are recorded	$	1,426	$	1,252	$	184	$	14
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	1
Gain (loss) reclassified from AOCI to income	$	—	$	—	$	(1)
	Six Months Ended June 30, 2020
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income(loss) line items in which the effects of cash flow hedges are recorded	$	3,705	$	3,084	$	397	$	(60)
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	(2)
Gain (loss) reclassified from AOCI to income	$	—	$	—	$	(1)

The gains or losses recorded in income related to components excluded from the assessment of effectiveness for derivative instruments designated as cash flow hedges were immaterial for the periods presented.

Gains and (losses) on derivative instruments designated as net investment hedges were recognized in other comprehensive income (loss) during the periods presented below.

(in millions)	Three Months Ended June 30,				Six Months Ended June 30,
Net investment hedges	2021		2020		2021		2020
Foreign currency	$	1	$	—	$	(6)	$	1
Cross-currency swaps	$	3	$	(17)	$	47	$	18
Foreign currency-denominated debt	$	12	$	(10)	$	37	$	(2)

Derivatives designated as net investment hedge instruments, as defined by ASC Topic 815, held during the period resulted in the following gains recorded in Interest expense on components excluded from the assessment of effectiveness:

(in millions)	Three Months Ended June 30,				Six Months Ended June 30,
Net investment hedges	2021		2020		2021		2020
Cross-currency swaps	$	5	$	3	$	10	$	7

There were no gains or losses recorded in income related to components excluded from the assessment of effectiveness for foreign currency-denominated debt designated as net investment hedges. There were no gains and losses reclassified from AOCI for net investment hedges during the periods presented.

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Derivatives not designated as hedging instruments are used to hedge remeasurement exposures of monetary assets and liabilities denominated in currencies other than the operating units' functional currency. These derivatives resulted in the following gains recorded in income:

(in millions)		Three Months Ended June 30,				Six Months Ended June 30,
Contract Type	Location	2021		2020		2021		2020
Foreign Currency	Selling, general and administrative expenses	$	4	$	—	$	5	$	3

NOTE 17 RETIREMENT BENEFIT PLANS

The Company has a number of defined benefit pension plans and other postretirement benefit plans covering eligible salaried and hourly employees and their dependents. The estimated contributions to the Company's defined benefit pension plans for 2021 range from $15 million to $25 million, of which $12 million has been contributed through the first six months of the year. The other postretirement benefit plans, which provide medical and life insurance benefits, are funded on a pay-as-you-go basis.

The components of net periodic benefit (income) cost recorded in the Condensed Consolidated Statements of Operations are as follows:

	Pension benefits								Other postretirement employee benefits
(in millions)	2021				2020
Three Months Ended June 30,	US		Non-US		US		Non-US		2021		2020
Service cost	$	—	$	7	$	—	$	5	$	—	$	—
Interest cost	—		7		2		3		—		—
Expected return on plan assets	(2)		(21)		(2)		(6)		—		—
Amortization of unrecognized prior service credit	—		—		—		—		(1)		—
Amortization of unrecognized loss	—		4		—		2		1		—
Net periodic benefit (income) cost	$	(2)	$	(3)	$	—	$	4	$	—	$	—
	Pension benefits								Other postretirement employee benefits
(in millions)	2021				2020
Six Months Ended June 30,	US		Non-US		US		Non-US		2021		2020
Service cost	$	—	$	13	$	—	$	10	$	—	$	—
Interest cost	1		15		3		5		—		1
Expected return on plan assets	(5)		(42)		(5)		(12)		—		—
Amortization of unrecognized prior service credit	—		—		—		—		(1)		(1)
Amortization of unrecognized loss	1		7		1		5		1		—
Net periodic benefit (income) cost	$	(3)	$	(7)	$	(1)	$	8	$	—	$	—

The components of net periodic benefit (income) cost other than the service cost component are included in Other postretirement income in the Condensed Consolidated Statements of Operations.

NOTE 18 STOCKHOLDERS' EQUITY

The changes of the Stockholders’ Equity items during the three and six months ended June 30, 2021 and 2020, are as follows:

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	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests
Balance, March 31, 2021	$	3	$	2,589	$	(1,810)	$	6,321	$	(736)	$	287
Dividends declared ($0.17 per share*)	—		—		—		(41)		—		(4)
Net issuance for executive stock plan	—		3		—		—		—		—
Net issuance of restricted stock	—		10		—		—		—		—
Acquisition of AKASOL	—		—		—		—		—		96
Purchase of noncontrolling interest	—		—		—		—		—		(33)
Net earnings	—		—		—		247		—		27
Other comprehensive loss	—		—		—		—		63		—
Balance, June 30, 2021	$	3	$	2,602	$	(1,810)	$	6,527	$	(673)	$	373

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests
Balance, March 31, 2020	$	3	$	1,109	$	(1,623)	$	6,036	$	(801)	$	140
Dividends declared ($0.17 per share*)	—		—		—		(35)		—		(2)
Net issuance of restricted stock	—		6		—		—		—		—
Net earnings	—		—		—		(98)		—		14
Other comprehensive income	—		—		—		—		14		—
Balance, June 30, 2020	$	3	$	1,115	$	(1,623)	$	5,903	$	(787)	$	152

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests
Balance, December 31, 2020	$	3	$	2,614	$	(1,834)	$	6,296	$	(651)	$	296
Dividends declared ($0.34 per share*)	—		—		—		(81)		—		(37)
Net issuance for executive stock plan	—		1		3		—		—		—
Net issuance of restricted stock	—		(13)		21		—		—		—
Acquisition of AKASOL	—		—		—		—		—		96
Purchase of noncontrolling interest	—		—		—		—		—		(33)
Net earnings	—		—		—		312		—		56
Other comprehensive loss	—		—		—		—		(22)		(5)
Balance, June 30, 2021	$	3	$	2,602	$	(1,810)	$	6,527	$	(673)	$	373

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests
Balance, December 31, 2019	$	3	$	1,145	$	(1,657)	$	5,942	$	(727)	$	138
Dividends declared ($0.34 per share*)	—		—		—		(70)		—		(5)
Net issuance for executive stock plan	—		(16)		12		—		—		—
Net issuance of restricted stock	—		(14)		22		—		—		—
Net earnings	—		—		—		31		—		22
Other comprehensive loss	—		—		—		—		(60)		(3)
Balance, June 30, 2020	$	3	$	1,115	$	(1,623)	$	5,903	$	(787)	$	152

____________________________________

* The dividends declared relate to BorgWarner common stock.

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NOTE 19 ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables summarize the activity within accumulated other comprehensive loss during the three and six months ended June 30, 2021 and 2020:

(in millions)	Foreign currency translation adjustments		Hedge instruments		Defined benefit retirement plans		Total
Beginning balance, March 31, 2021	$	(408)	$	(6)	$	(322)	$	(736)
Comprehensive (loss) income before reclassifications	60		3		(1)		62
Income taxes associated with comprehensive (loss) income before reclassifications	(3)		—		—		(3)
Reclassification from accumulated other comprehensive loss	—		1		4		5
Income taxes reclassified into net earnings	—		—		(1)		(1)
Ending balance, June 30, 2021	$	(351)	$	(2)	$	(320)	$	(673)

(in millions)	Foreign currency translation adjustments		Hedge instruments		Defined benefit retirement plans		Total
Beginning balance, March 31, 2020	$	(571)	$	(2)	$	(228)	$	(801)
Comprehensive (loss) income before reclassifications	8		—		—		8
Income taxes associated with comprehensive (loss) income before reclassifications	6		—		1		7
Reclassification from accumulated other comprehensive loss	—		1		(2)		(1)
Income taxes reclassified into net earnings	—		—		—		—
Ending balance, June 30, 2020	$	(557)	$	(1)	$	(229)	$	(787)

(in millions)	Foreign currency translation adjustments		Hedge instruments		Defined benefit retirement plans		Total
Balance, December 31, 2020	$	(321)	$	—	$	(330)	$	(651)
Comprehensive (loss) income before reclassifications	(13)		(3)		3		(13)
Income taxes associated with comprehensive (loss) income before reclassifications	(17)		—		1		(16)
Reclassification from accumulated other comprehensive loss	—		1		8		9
Income taxes reclassified into net earnings	—		—		(2)		(2)
Ending balance, June 30, 2021	$	(351)	$	(2)	$	(320)	$	(673)

(in millions)	Foreign currency translation adjustments		Hedge instruments		Defined benefit retirement plans		Total
Balance, December 31, 2019	$	(497)	$	—	$	(230)	$	(727)
Comprehensive (loss) income before reclassifications	(56)		(2)		6		(52)
Income taxes associated with comprehensive (loss) income before reclassifications	(4)		—		(1)		(5)
Reclassification from accumulated other comprehensive loss	—		1		(5)		(4)
Income taxes reclassified into net earnings	—		—		1		1
Ending balance, June 30, 2020	$	(557)	$	(1)	$	(229)	$	(787)

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NOTE 20 CONTINGENCIES

In the normal course of business, the Company is party to various commercial and legal claims, actions and complaints, including matters involving warranty claims, intellectual property claims, general liability and other risks. It is not possible to predict with certainty whether or not the Company will ultimately be successful in any of these commercial and legal matters or, if not, what the impact might be. The Company’s environmental contingencies are discussed below. The Company’s management does not expect that an adverse outcome in any of these other commercial and legal claims, actions and complaints will have a material adverse effect on the Company’s results of operations, financial position or cash flows, although such adverse outcome could be material to the results of operations in a particular quarter.

Environmental

The Company and certain of its current and former direct and indirect corporate predecessors, subsidiaries and divisions have been identified by the United States Environmental Protection Agency and certain state environmental agencies and private parties as potentially responsible parties (“PRPs”) at various hazardous waste disposal sites under the Comprehensive Environmental Response, Compensation and Liability Act (“Superfund”) and equivalent state laws and, as such, may presently be liable for the cost of clean-up and other remedial activities at 26 such sites as of June 30, 2021 and December 31, 2020. Responsibility for clean-up and other remedial activities at a Superfund site is typically shared among PRPs based on an allocation formula.

The Company believes that none of these matters, individually or in the aggregate, will have a material adverse effect on its results of operations, financial position or cash flows. Generally, this is because either the estimates of the maximum potential liability at a site are not material or the liability will be shared with other PRPs, although no assurance can be given with respect to the ultimate outcome of any such matter.

The Company had an accrual for environmental liabilities of $7 million as of June 30, 2021 and December 31, 2020 included in Other current and Other non-current liabilities in the Condensed Consolidated Balance Sheets. This accrual is based on information available to the Company (which, in most cases, includes an estimate of allocation of liability among PRPs; the probability that other PRPs, many of whom are large, solvent public companies, will fully pay the cost apportioned to them; currently available information from PRPs and/or federal or state environmental agencies concerning the scope of contamination and estimated remediation and consulting costs; and remediation alternatives).

NOTE 21 EARNINGS (LOSS) PER SHARE

The Company presents both basic and diluted earnings per share of common stock (“EPS”) amounts. Basic EPS is calculated by dividing net earnings attributable to BorgWarner Inc. by the weighted average shares of common stock outstanding during the reporting period. Diluted EPS is calculated by dividing net earnings attributable to BorgWarner Inc. by the weighted average shares of common stock and common stock equivalents outstanding during the reporting period.

The dilutive impact of stock-based compensation is calculated using the treasury stock method. The treasury stock method assumes that the Company uses the assumed proceeds from the exercise of awards to repurchase common stock at the average market price during the period. The assumed proceeds under the treasury stock method include the purchase price that the grantee will pay in the future and compensation cost for future service that the Company has not yet recognized. The dilutive effects of performance-based stock awards are included in the computation of diluted earnings per share

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at the level the related performance criteria are met through the respective balance sheet date. There were 778,962 of performance share units excluded from the computation of the diluted earnings for the three months ended June 30, 2021. There were 852,170 and 244,700 of performance share units excluded from the computation of the diluted earnings per share for the six months ended June 30, 2021 and 2020, respectively. These units were excluded, because the related performance criteria had not been met as of the balance sheet date.

The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share of common stock:

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per share amounts)	2021		2020		2021		2020
Basic earnings (loss) per share:
Net earnings (loss) attributable to BorgWarner Inc.	$	247	$	(98)	$	312	$	31
Weighted average shares of common stock outstanding	238.2		206.0		237.9		205.8
Basic earnings (loss) per share of common stock	$	1.03	$	(0.47)	$	1.31	$	0.15
Diluted earnings (loss) per share:
Net earnings (loss) attributable to BorgWarner Inc.	$	247	$	(98)	$	312	$	31
Weighted average shares of common stock outstanding	238.2		206.0		237.9		205.8
Effect of stock-based compensation*	1.4		—		1.1		0.6
Weighted average shares of common stock outstanding including dilutive shares	239.6		206.0		239.0		206.4
Diluted earnings (loss) per share of common stock	$	1.03	$	(0.47)	$	1.30	$	0.15
Anti-dilutive stock-based awards excluded from the calculation of diluted earnings per share:	—		—		—		—

____________________________________

* The Company had a loss for the three months ended June 30, 2020. As a result, diluted loss per share is the same as basic loss per share in the period, as any dilutive securities would reduce the loss per share. There were 2.8 million stock-based awards excluded from the computation of diluted earnings per share for the three months ended June 30, 2020.

NOTE 22 REPORTING SEGMENTS AND RELATED INFORMATION

The Company’s business is comprised of four reporting segments: Air Management, e-Propulsion & Drivetrain, Fuel Injection and Aftermarket. These segments are strategic business groups that are managed separately as each represents a specific grouping of related automotive components and systems.

The Company allocates resources to each segment based upon the projected after-tax return on invested capital (“ROIC”) of its business initiatives. ROIC is comprised of Segment Adjusted EBIT after deducting notional taxes compared to the projected average capital investment required. Segment Adjusted EBIT is comprised of earnings before interest, income taxes and noncontrolling interest (“EBIT”) adjusted for restructuring, merger, acquisition and divestiture expense, impairment charges, affiliates’ earnings and other items not reflective of ongoing operating income or loss.

Segment Adjusted EBIT is the measure of segment income or loss used by the Company. The Company believes Segment Adjusted EBIT is most reflective of the operational profitability or loss of our reporting segments. The following tables show segment information and Segment Adjusted EBIT for the Company’s reporting segments:

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Net Sales by Reporting Segment

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Air Management	$	1,854	$	826	$	3,865	$	2,260
e-Propulsion & Drivetrain	1,337		607		2,803		1,467
Fuel Injection	480		—		955		—
Aftermarket	226		—		423		—
Inter-segment eliminations	(139)		(7)		(279)		(22)
Net sales	$	3,758	$	1,426	$	7,767	$	3,705

Segment Adjusted EBIT

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Air Management	$	277	$	28	$	599	$	236
e-Propulsion & Drivetrain	132		1		269		64
Fuel Injection	38		—		71		—
Aftermarket	32		—		53		—
Segment Adjusted EBIT	479		29		992		300
Corporate, including stock-based compensation	78		38		147		75
Restructuring expense	62		37		92		52
Merger, acquisition and divestiture expense	15		21		28		42
Loss on sale	7		—		7		—
Asset impairments	—		17		—		17
Net gain on insurance recovery for property damage	—		(6)		(2)		(6)
Equity in affiliates’ earnings, net of tax	(16)		(2)		(28)		(7)
Unrealized loss on equity securities	4		—		276		9
Interest income	(3)		(3)		(6)		(5)
Interest expense	42		18		63		30
Other postretirement income	(12)		(1)		(23)		(3)
Earnings (loss) before income taxes and noncontrolling interest	302		(90)		438		96
Provision (benefit) for income taxes	28		(6)		70		43
Net earnings (loss)	274		(84)		$	368	$	53
Net earnings attributable to noncontrolling interest, net of tax	27		14		56		22
Net earnings (loss) attributable to BorgWarner Inc.	$	247	$	(98)	$	312	$	31

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NOTE 23 OPERATING CASH FLOWS AND OTHER SUPPLEMENTAL FINANCIAL INFORMATION

	Six Months Ended June 30,
(in millions)	2021		2020
OPERATING
Net earnings	$	368	$	53
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization	390		224
Restructuring expense, net of cash paid	59		45
Stock-based compensation expense	27		16
Loss on sale	7		—
Loss on debt extinguishment	20		—
Asset impairments	—		17
Deferred income tax benefit	(99)		(24)
Unrealized loss on equity securities	276		9
Gain on insurance recovery received for property damages	(2)		(9)
Other non-cash adjustments	(12)		(8)
Net earnings adjustments to reconcile to net cash flows from operations	1,034		323
Retirement plan contributions	(12)		(10)
Changes in assets and liabilities, excluding effects of acquisitions, divestitures and foreign currency translation adjustments:
Receivables	(158)		362
Inventories	(260)		(40)
Prepayments and other current assets	(21)		(8)
Accounts payable and accrued expenses	41		(284)
Prepaid taxes and income taxes payable	30		(23)
Other assets and liabilities	(32)		7
Net cash provided by operating activities	$	622	$	327
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	54	$	29
Income taxes, net of refunds	$	185	$	83
	Balance as of:
Non-cash investing transactions:	June 30, 2021		December 31, 2020
Period end accounts payable related to property, plant and equipment purchases	$	95	$	182

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

BorgWarner Inc. and Consolidated Subsidiaries (the “Company” or “BorgWarner”) is a global product leader in clean and efficient technology solutions for combustion, hybrid and electric vehicles. Our products help improve vehicle performance, propulsion efficiency, stability and air quality. These products are manufactured and sold worldwide, primarily to original equipment manufacturers (“OEMs”) of light vehicles (passenger cars, sport-utility vehicles, vans and light trucks). The Company’s products are also sold to other OEMs of commercial vehicles (medium-duty trucks, heavy-duty trucks and buses) and off-highway vehicles (agricultural and construction machinery and marine applications). We also manufacture and sell our products to certain tier one vehicle systems suppliers and into the aftermarket for light, commercial and off-highway vehicles. The Company operates manufacturing facilities serving customers in Europe, the Americas and Asia and is an original equipment supplier to nearly every major automotive OEM in the world.

On June 4, 2021, the Company completed its voluntary public takeover offer for shares of AKASOL AG (“AKASOL”), resulting in the Company becoming majority owner of AKASOL. The results of operations for AKASOL and Delphi Technologies PLC (“Delphi Technologies”) are not included in the Company’s financial information for the three and six months ended June 30, 2020. On October 1, 2020, the Company completed its acquisition of 100% of the outstanding ordinary shares of Delphi Technologies. Results of operations for Delphi Technologies are included in the Company’s financial information for the three and six months ended June 30, 2021. Refer to Note 3, “Acquisitions,” to the Condensed Consolidated Financial Statements in Item 1 of this report for more information.

COVID-19 Pandemic Update

Throughout 2020, COVID-19 materially impacted the Company’s business and results of operations. During the first quarter of 2020, the impact of COVID-19 was initially experienced primarily by operations in China. Following the declaration of COVID-19 as a global pandemic on March 11, 2020, government authorities around the world began to impose shelter-in-place orders and other restrictions. As a result, many OEMs began suspending manufacturing operations, particularly in North America and Europe. This led to various temporary closures of, or reduced operations at, the Company’s manufacturing facilities, late in the first quarter of 2020 and throughout the second quarter of 2020

During the second half of 2020, as global management of COVID-19 evolved and government restrictions were removed or lessened, production levels improved, and substantially all of our production facilities resumed closer to normal operations by the end of the third quarter of 2020. We continue to monitor the evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside of our control requiring us to adjust our operating plan. It is possible a resurgence of COVID-19 could result in adverse impacts in the future. We cannot reasonably estimate the full impact COVID-19 could have on our financial condition, results of operations or cash flows in the future.

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Acquisition of AKASOL

On June 4, 2021, a wholly-owned subsidiary of the Company, ABBA BidCo AG (“ABBA BidCo”), completed a voluntary public takeover offer for shares of AKASOL, resulting in ownership of 89% of AKASOL’s outstanding shares. The Company paid approximately €648 million ($788 million) to settle the offer from current cash balances, which included proceeds received from its previously announced public offering of 1.00% Senior Notes due 2031 completed on May 19, 2021. Following the settlement of the offer, AKASOL became a consolidated majority-owned subsidiary of the Company. Upon closing, the Company also consolidated approximately €64 million ($77 million) of gross debt of AKASOL. Subsequent to the completion of the voluntary public takeover offer, and through June 30, 2021, the Company purchased additional shares of AKASOL for €28 million ($33 million) increasing its ownership to 93% as of that date. The acquisition further strengthens BorgWarner’s commercial vehicle and industrial electrification capabilities, which positions the Company to capitalize on what it believes to be a fast-growing battery pack market. Refer to Note 3, “Acquisitions,” to the Condensed Consolidated Financial Statements in Item 1 of this report for more information.

On August 2, 2021, ABBA BidCo initiated a merger squeeze-out process under German law for the purpose of merging AKASOL into ABBA BidCo and effecting the transfer of shares held by AKASOL’s remaining minority shareholders to ABBA BidCo in return for appropriate cash compensation, the amount of which has not yet been determined. To determine the appropriate cash compensation, ABBA BidCo will engage a valuation firm to carry out a valuation of AKASOL, the adequacy of which will be examined by an independent, court-appointed auditor. The overall process will take a number of months and will include a meeting of AKASOL shareholders.

Bond Offering

On May 19, 2021, in anticipation of the acquisition of AKASOL and to refinance the Company's €500 million 1.800% senior notes due in November 2022, the Company completed the public offering and issuance of €1.0 billion in 1.000% senior notes due May 2031. Interest is payable annually, in arrears, on May 19 of each year. These senior notes are not guaranteed by any of the Company’s subsidiaries. On June 18, 2021, the Company repaid its €500 million 1.800% senior notes due November 2022 and incurred a loss on debt extinguishment of $20 million, which is reflected in Interest expense in the Condensed Consolidated Statement of Operations.

Recent Developments – Electrification Portfolio Strategy

The Company announced at its Investor Day on March 23, 2021, its strategy to continue to deliberately grow its electrification portfolio over time through organic investments and technology-focused acquisitions, most recently through the 2020 purchase of Delphi Technologies as well as the then-pending, and subsequently completed, acquisition of AKASOL. The Company believes it is well positioned for the industry’s anticipated migration to electric vehicles and recently announced plans to continue to expand its electrification portfolio by allocating more R&D investment toward electrification technologies and through incremental technology focused acquisitions. Additionally, the Company announced a plan to dispose of certain internal combustion assets, targeting dispositions of assets generating approximately $1 billion in annual revenue in the next 12 to 18 months and approximately $3 to $4 billion in annual revenue by 2025. The Company is targeting its revenue from products for pure electric vehicles to be over 25% of its total revenue by 2025 and approximately 45% of its total revenue by 2030.

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RESULTS OF OPERATIONS

Three Months Ended June 30, 2021 vs. Three Months Ended June 30, 2020

The following table presents a summary of our operating results:

	Three Months Ended June 30,
(in millions, except per share data)	2021				2020
Net sales			% of net sales				% of net sales
Air Management	$	1,854	49.3	%	$	826	57.9	%
e-Propulsion & Drivetrain	1,337		35.6		607		42.6
Fuel Injection	480		12.8		—		—
Aftermarket	226		6.0		—		—
Inter-segment eliminations	(139)		(3.7)		(7)		(0.5)
Total net sales	3,758		100.0		1,426		100.0
Cost of sales	2,996		79.7		1,252		87.8
Gross profit	762		20.3		174		12.2
Selling, general and administrative expenses - R&D, net	166		4.4		88		6.2
Selling, general and administrative expenses - Other	198		5.3		96		6.7
Other operating expense - Restructuring expense	62		1.6		37		2.6
Other operating expense, net - Other	19		0.5		31		2.2
Operating income (loss)	317		8.4		(78)		(5.5)
Equity in affiliates’ earnings, net of tax	(16)		(0.4)		(2)		(0.1)
Unrealized loss on equity securities	4		0.1		—		—
Interest income	(3)		(0.1)		(3)		(0.2)
Interest expense	42		1.1		18		1.3
Other postretirement income	(12)		(0.3)		(1)		(0.1)
Earnings (loss) before income taxes and noncontrolling interest	302		8.0		(90)		(6.3)
Provision (benefit) for income taxes	28		0.7		(6)		(0.4)
Net earnings (loss)	274		7.3		(84)		(5.9)
Net earnings attributable to noncontrolling interest, net of tax	27		0.7		14		1.0
Net earnings (loss) attributable to BorgWarner Inc.	$	247	6.6	%	$	(98)	(6.9)	%
Earnings (loss) per share attributable to BorgWarner Inc. — diluted	$	1.03			$	(0.47)

Net sales for the three months ended June 30, 2021 totaled $3,758 million, an increase of 164% from the three months ended June 30, 2020. During the three months ended June 30, 2021, the impact of legacy Delphi Technologies increased the Company’s revenues by $1,117 million. Excluding the net impact of stronger foreign currencies relative to the U.S. Dollar, primarily the Euro, Chinese Renminbi and Korean Won, and the net impact of the Delphi Technologies acquisition, net sales increased approximately 75%, primarily due to the recovery of global markets from the negative effects of COVID-19 on 2020 production and increased demand for the Company’s products.

Cost of sales as a percentage of net sales was 79.7% during the three months ended June 30, 2021, compared to 87.8% during the three months ended June 30, 2020. The Company’s material cost of sales was 55% and 56% of net sales during the three months ended June 30, 2021 and 2020, respectively. Gross profit and gross margin were $762 million and 20.3%, respectively, during the three months ended June 30, 2021 compared to $174 million and 12.2%, respectively, during the three months ended June 30, 2020. The increase in gross margin was primarily due to the recovery of global markets from negative effects of COVID-19 on 2020 production.

Selling, general and administrative (“SG&A”) expenses for the three months ended June 30, 2021 were $364 million as compared to $184 million for the three months ended June 30, 2020. SG&A as a

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percentage of net sales was 9.7% and 12.9% for the three months ended June 30, 2021 and 2020, respectively. The increase in SG&A was primarily related to the acquisition of Delphi Technologies and the reinstated costs related to specific cost reduction actions taken in response to COVID-19 during the three months ended June 30, 2020.

Research and Development (“R&D”) expenses, net of customer reimbursements, were $166 million, or 4.4% of net sales, for the three months ended June 30, 2021, compared to $88 million, or 6.2% of net sales, for the three months ended June 30, 2020. The increase in R&D costs, net of customer reimbursements, for the three months ended June 30, 2021 compared with the three months ended June 30, 2020 was primarily due to the acquisition of Delphi Technologies, which increased R&D costs by $61 million, as well as higher investment to support the continued development of the Company’s electrification portfolio. The Company plans to continue to invest in a number of cross-business R&D programs, as well as a number of other key programs, all of which the Company believes are necessary to support short- and long-term growth. The Company’s current long-term expectation for R&D spending is in the range of 5.0% to 5.5% of net sales.

Restructuring expense was $62 million and $37 million for the three months ended June 30, 2021 and 2020, respectively, primarily related to employee benefit costs. The increase in 2021 was primarily due to severance costs under a legacy Delphi Technologies restructuring plan to realign its global technical center footprint and implement headcount reductions. Refer to Note 5 “Restructuring” to the Condensed Consolidated Financial Statements in Item 1 of this report for more information.

In February 2020, the Company announced a restructuring plan to address existing structural costs. During the three months ended June 30, 2021 and 2020, the Company recorded $37 million of restructuring charges related to this plan. Cumulatively, the Company has incurred $209 million of restructuring charges related to this plan. This plan is expected to result in a total of $300 million of restructuring costs through 2022. The resulting annual gross savings are expected to be $90 million to $100 million and will be utilized to sustain overall operating margin profile and cost competitiveness. Nearly all of the restructuring charges associated with this plan are expected to be cash expenditures.

In 2019, legacy Delphi Technologies announced a restructuring plan to reshape and realign its global technical center footprint and reduce salaried and contract staff. The Company continued actions under this program post-acquisition and has recorded cumulative charges of $33 million since October 1, 2020. Although a majority of the actions under this program have been completed, the Company does expect additional charges, which could be significant, for actions subject to negotiations with employee works council and other employee representatives.

Other operating expense, net - other represents items other than restructuring and was a net expense of $19 million and $31 million for the three months ended June 30, 2021 and 2020, respectively. This includes merger, acquisition and divestiture expense of $15 million and $21 million, for the three months ended June 30, 2021 and 2020, respectively. Also, during the three months ended June 30, 2021, the Company recorded a loss of $7 million in connection with the sale of an e-Propulsion & Drivetrain technical center in Europe. During the three months ended June 30, 2020, the Company recorded asset impairment costs of $9 million in the Air Management segment and $8 million in the e-Propulsion & Drivetrain segment, related to the write down of property, plant and equipment associated with the announced closures of two European facilities. In addition, during the three months ended June 30, 2020, the Company recorded a $6 million net gain from insurance recovery proceeds, which primarily represents the amount received for replacement cost in excess of carrying value for losses sustained from a tornado that damaged the Company’s plant in Seneca, South Carolina.

Equity in affiliates’ earnings, net of tax was $16 million for the three months ended June 30, 2021, representing an increase of $14 million as compared with the three months ended June 30, 2020. The increase was due to the recovery of global markets from negative effects of COVID-19 on 2020 production. This line item is driven by the results of the Company’s unconsolidated joint ventures, NSK-Warner K.K., Turbo Energy Private Limited (“TEL”) and Delphi-TVS Diesel Systems Ltd. (“DTVS”).

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Unrealized loss on equity securities was $4 million for the three months ended June 30, 2021. This line item reflects the net unrealized gains or losses recognized during the period related to the Company’s equity securities. The amount for the three months ended June 30, 2021 was related to the Company’s investment in Romeo Power, Inc. For further details, see Note 3, “Acquisitions,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

Interest expense was $42 million for the three months ended June 30, 2021, which was an increase of $24 million as compared with the three months ended June 30, 2020. This increase was primarily due to the Company’s $20 million loss on debt extinguishment related to the early repayment of its €500 million 1.800% senior notes settled on June 18, 2021.

Provision for income taxes the Company’s effective tax rate for the three months ended June 30, 2021 and 2020 was 9% and 6%, respectively. During the three-month period ended June 30, 2021, unrecognized tax benefits and accrued interest were decreased for the lapse of the statute of limitations in a non-US jurisdiction for a tax holiday matter which, net of unrecognized foreign tax credits, resulted in a $55 million tax benefit. Additionally, an increase in the United Kingdom (“UK”) tax rate from 19% to 25%, effective April 1, 2023, was enacted in June 2021 resulting in a discrete tax benefit of $20 million as a result of the revaluation of net deferred tax asset balances. The 2020 rate includes restructuring expenses, merger, acquisition and divestiture expenses, and asset impairment costs that are largely non-deductible for tax purposes. During the three months ended June 30, 2020, the Company recorded $75 million of such expenses for which only a $5 million tax benefit was recognized.

Net earnings attributable to noncontrolling interest, net of tax of $27 million for the three months ended June 30, 2021 increased by $13 million compared to the three months ended June 30, 2020. The increase was due to the recovery of global markets from negative effects of COVID-19 on 2020 production resulting in increased profit in joint ventures and the addition of noncontrolling interest from the Delphi Technologies acquisition.

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Six Months Ended June 30, 2021 vs. Six Months Ended June 30, 2020

The following table presents a summary of our operating results:

	Six Months Ended June 30,
(in millions, except per share data)	2021				2020
Net sales			% of net sales				% of net sales
Air Management	$	3,865	49.8	%	$	2,260	61.0	%
e-Propulsion & Drivetrain	2,803		36.1		1,467		39.6
Fuel Injection	955		12.3		—		—
Aftermarket	423		5.4		—		—
Inter-segment eliminations	(279)		(3.6)		(22)		(0.6)
Total net sales	7,767		100.0		3,705		100.0
Cost of sales	6,187		79.7		3,084		83.2
Gross profit	1,580		20.3		621		16.8
Selling, general and administrative expenses - R&D, net	349		4.5		197		5.3
Selling, general and administrative expenses - Other	392		5.0		200		5.4
Other operating expense - Restructuring expense	92		1.2		52		1.4
Other operating expense, net - Other	27		0.3		52		1.4
Operating income	720		9.3		120		3.2
Equity in affiliates’ earnings, net of tax	(28)		(0.4)		(7)		(0.2)
Unrealized loss on equity securities	276		3.6		9		0.2
Interest income	(6)		(0.1)		(5)		(0.1)
Interest expense	63		0.8		30		0.8
Other postretirement income	(23)		(0.3)		(3)		(0.1)
Earnings before income taxes and noncontrolling interest	438		5.6		96		2.6
Provision for income taxes	70		0.9		43		1.2
Net earnings	368		4.7		53		1.4
Net earnings attributable to noncontrolling interest, net of tax	56		0.7		22		0.6
Net earnings attributable to BorgWarner Inc.	$	312	4.0	%	$	31	0.8	%
Earnings per share attributable to BorgWarner Inc. — diluted	$	1.30			$	0.15

Net sales for the six months ended June 30, 2021 totaled $7,767 million, an increase of 110% from the six months ended June 30, 2020. During the six months ended June 30, 2021, the impact of legacy Delphi Technologies increased the Company’s revenues by $2,259 million. Excluding the net impact of stronger foreign currencies relative to the U.S. Dollar, primarily the Euro, Chinese Renminbi and Korean Won, and the net impact of the Delphi Technologies acquisition, net sales increased approximately 41%, primarily due to the recovery of global markets from the negative effects of COVID-19 on 2020 production and increased demand for the Company’s products.

Cost of sales as a percentage of net sales was 79.7% during the six months ended June 30, 2021, compared to 83.2% during the six months ended June 30, 2020. The Company’s material cost of sales was 54% and 55% of net sales during the six months ended June 30, 2021 and 2020, respectively. Gross profit and gross margin were $1,580 million and 20.3%, respectively, during the six months ended June 30, 2021 compared to $621 million and 16.8%, respectively, during the six months ended June 30, 2020. The increase in gross margin was primarily due to the recovery of global markets from negative effects of COVID-19 on 2020 production.

Selling, general and administrative expenses for the six months ended June 30, 2021 were $741 million as compared to $397 million for the six months ended June 30, 2020. SG&A as a percentage of net sales was 9.5% and 10.7% for the six months ended June 30, 2021 and 2020, respectively. The increase in SG&A was primarily related to the acquisition of Delphi Technologies.

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R&D expenses, net of customer reimbursements, were $349 million, or 4.5% of net sales, for the six months ended June 30, 2021, compared to $197 million, or 5.3% of net sales, for the six months ended June 30, 2020. The increase in R&D costs, net of customer reimbursements, for the six months ended June 30, 2021 compared with the six months ended June 30, 2020 was primarily due to the acquisition of Delphi Technologies, which increased R&D costs by $132 million.

Restructuring expense was $92 million and $52 million for the six months ended June 30, 2021 and 2020, respectively, primarily related to employee benefit costs. The increase in 2021 was primarily due to severance costs under a legacy Delphi Technologies restructuring plan to realign its global technical center footprint and implement headcount reductions. Refer to Note 5 “Restructuring” to the Condensed Consolidated Financial Statements in Item 1 of this report for more information.

In February 2020, the Company announced a restructuring plan to address existing structural costs. During the six months ended June 30, 2021 and 2020, the Company recorded $61 million and $52 million of restructuring charges related to this plan, respectively.

Other operating expense, net - other represents items other than restructuring and was net expense of $27 million and $52 million for the six months ended June 30, 2021 and 2020, respectively, including merger, acquisition and divestiture expense of $28 million and $42 million, for the six months ended June 30, 2021 and 2020, respectively. Also, during the six months ended June 30, 2021, the Company recorded a loss of $7 million in connection with the sale of an e-Propulsion & Drivetrain technical center in Europe. During the six months ended June 30, 2020, the Company recorded asset impairment costs of $9 million in the Air Management segment and $8 million in the e-Propulsion & Drivetrain segment, related to the write down of property, plant and equipment associated with the announced closures of two European facilities. In addition, during the six months ended June 30, 2020, the Company recorded a $6 million net gain from insurance recovery proceeds which primarily represents the amount received for replacement cost in excess of carrying value for losses sustained from a tornado that damaged the Company’s plant in Seneca, South Carolina.

Equity in affiliates’ earnings, net of tax was $28 million for the six months ended June 30, 2021, representing an increase of $21 million as compared with the six months ended June 30, 2020. The increase was due to the recovery of global markets from negative effects of COVID-19 on 2020 production. This line item is driven by the results of the Company’s unconsolidated joint ventures, NSK-Warner K.K., TEL and DTVS.

Unrealized loss on equity securities was $276 million and $9 million for the six months ended June 30, 2021 and 2020. This line item reflects the net unrealized gains or losses recognized during the period related to the Company’s equity securities. The amounts for the six months ended June 30, 2021 and 2020 were related to the Company’s investment in Romeo Power, Inc. For further details, see Note 3, “Acquisitions,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

Interest expense was $63 million for the six months ended June 30, 2021, which was an increase of $33 million as compared with the six months ended June 30, 2020. This increase was primarily due to the Company’s $20 million loss on debt extinguishment related to the early repayment of its €500 million 1.800% senior notes settled on June 18, 2021. In addition, the increase is due to the Company’s $1.1 billion senior notes issuance in June 2020 and the $800 million of senior notes acquired as part of the Delphi Technologies acquisition.

Provision for income taxes the Company’s effective tax rate for the six months ended June 30, 2021 and 2020 was 16% and 45%, respectively. During the six-month period ended June 30, 2021, unrecognized tax benefits and accrued interest were decreased for the lapse of the statute of limitations in a non-US jurisdiction for a tax holiday matter which, net of unrecognized foreign tax credits, resulted in a $55 million tax benefit. Additionally, an increase in the UK tax rate from 19% to 25%, effective April 1, 2023, was enacted in June 2021 resulting in a discrete tax benefit of $20 million as a result of the

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revaluation of net deferred tax asset balances. Further, the Company’s effective tax rate includes a net discrete tax benefit of $24 million primarily related to changes to certain withholding rates applied to unremitted earnings. The 2020 rate was unfavorably impacted by $94 million of restructuring expenses and merger, acquisition and divestiture expenses that were largely non-deductible for tax purposes, resulting in only $9 million of tax benefit being recognized. This rate was further unfavorably impacted by $26 million of asset impairment charges for which no tax benefit was recognized as full valuation allowances were recorded against the corresponding deferred tax assets. The Company also recorded reductions in income tax expense of $10 million for other one-time adjustments primarily related to tax law changes in India that were enacted during the first three months of 2020 and the release of certain unrecognized tax benefits due to the closure of an audit.

Net earnings attributable to noncontrolling interest, net of tax of $56 million for the six months ended June 30, 2021 increased by $34 million compared to the six months ended June 30, 2020. The increase was due to the recovery of global markets from negative effects of COVID-19 on 2020 production resulting in increased profit in joint ventures and the addition of noncontrolling interests from the Delphi Technologies acquisition.

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Non-comparable items impacting the Company’s earnings per diluted share and net earnings

The Company’s earnings (loss) per diluted share were $1.03 and $(0.47) for the three months ended June 30, 2021 and 2020, respectively, and $1.30 and $0.15 for the six months ended June 30, 2021 and 2020, respectively. The Company believes the following table is useful in highlighting non-comparable items that impacted its earnings per diluted share.

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Non-comparable items:
Restructuring expense	$	(0.19)	$	(0.15)	$	(0.31)	$	(0.21)
Merger, acquisition and divestiture expense1	(0.06)		(0.10)		(0.10)		(0.20)
Loss on sale2	(0.03)		—		(0.03)		—
Asset impairments3	—		(0.08)		—		(0.08)
Net gain on insurance proceeds for property damage4	—		0.02		—		0.02
Unrealized loss on equity securities5	(0.01)		—		(0.88)		(0.04)
Loss on debt extinguishment6	(0.06)		—		(0.06)		—
Delayed draw term loan cancellation	—		(0.01)		—		(0.01)
Tax adjustments7	0.30		(0.01)		0.38		0.05
Total impact of non-comparable items per share - diluted	$	(0.05)	$	(0.33)	$	(1.00)	$	(0.47)

________________

1	During the three months ended June 30, 2021 and 2020, the Company recorded merger, acquisition and divestiture expense of $15 million and $21 million, respectively. During the six months ended June 30, 2021 and 2020, the Company recorded merger, acquisition and divestiture expense of $28 million and $42 million, respectively. The expense for 2021 primarily related to professional fees for integration and other support associated with the Company’s acquisition of Delphi Technologies completed on October 1, 2020 and professional fees associated with the acquisition of AKASOL completed on June 4, 2021. The expense for 2020 primarily related to professional fees associated with the Company’s acquisition of Delphi Technologies.
2	During the three months ended June 30, 2021, the Company recorded a loss of $7 million in connection with the sale of an e-Propulsion & Drivetrain technical center in Europe.
3	During the three and six months ended June 30, 2020, the Company recorded asset impairment costs of $9 million in the Air Management segment and $8 million in the e-Propulsion & Drivetrain segment, related to the write down of property, plant and equipment associated with the announced closures of two European facilities.
4	During the three and six months ended June 30, 2020, the Company recorded a $6 million net gain from insurance recovery proceeds which primarily represents the amount received for replacement cost in excess of carrying value for losses sustained from a tornado that damaged the Company’s plant in Seneca, South Carolina.
5	Unrealized loss on equity securities represents the net unrealized loss recognized related to the Company’s equity securities in Romeo Power, Inc. Refer to Note 3, “Acquisitions,” to the Condensed Consolidated Financial Statements in Item 1 of this report for more information.
6	During the three and six months ended June 30, 2021, the Company recorded a $20 million loss on debt extinguishment related to the early repayment of its €500 million 1.800% senior notes.
7	The Company’s provision for income taxes for the three and six months ended June 30, 2021, includes reductions to tax expense of $75 million and $99 million, respectively. During the three and six months ended June 30, 2021, the primary items included a $55 million tax benefit related to the lapse of the statute of limitations in a non-US jurisdiction for a tax holiday matter and a discrete tax benefit of $20 million related to an increase in the UK tax rate. The six months ended June 30, 2021, also included a discrete tax benefit of $24 million primarily related to changes to certain withholding rates applied to unremitted earnings.

Reporting Segments

The Company’s business is comprised of four reporting segments: Air Management, e-Propulsion & Drivetrain, Fuel Injection and Aftermarket.

The Company allocates resources to each segment based upon the projected after-tax return on invested capital (“ROIC”) of its business initiatives. ROIC is comprised of Segment Adjusted EBIT after deducting

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notional taxes compared to the projected average capital investment required. Segment Adjusted EBIT is comprised of earnings before interest, income taxes and noncontrolling interest (“EBIT”) adjusted for restructuring, goodwill impairment charges, affiliates’ earnings and other items not reflective of ongoing operating income or loss.

Segment Adjusted EBIT is the measure of segment income or loss used by the Company. The Company believes Segment Adjusted EBIT is most reflective of the operational profitability or loss of our reporting segments. The following tables show segment information and Segment Adjusted EBIT for the Company’s reporting segments.

Segment Adjusted EBIT

	Three Months Ended June 30,								Six Months Ended June 30,
(in millions)	2021		% margin		2020		% margin		2021		% margin		2020		% margin
Air Management	$	277	14.9	%	$	28	3.4	%	$	599	15.5	%	$	236	10.4	%
e-Propulsion & Drivetrain	132		9.9	%	1		0.2	%	269		9.6	%	64		4.4	%
Fuel Injection	38		7.9	%	—		n/a		71		7.4	%	—		n/a
Aftermarket	32		14.2	%	—		n/a		53		12.5	%	—		n/a
Segment Adjusted EBIT	$	479			$	29			$	992			$	300

Three Months Ended June 30, 2021 vs. Three Months Ended June 30, 2020

The Air Management segment’s net sales increased $1,028 million, or 124%, and Segment Adjusted EBIT increased $249 million from the three months ended June 30, 2020. The Delphi Technologies acquisition increased Air Management revenues by $284 million for the three months ended June 30, 2021. Excluding the net impact of stronger foreign currencies relative to the U.S. Dollar, primarily the Euro, Chinese Renminbi and Korean Won, and the net impact of the Delphi Technologies acquisition, net sales increased approximately 79% from the three months ended June 30, 2020, primarily due to the recovery of global markets from the negative effects of COVID-19 on 2020 production and increased demand for the Company’s products. The Segment Adjusted EBIT margin was 14.9% for the three months ended June 30, 2021, compared to 3.4% for the three months ended June 30, 2020. The Segment Adjusted EBIT margin increase was primarily due to the impact of higher sales and savings arising from the Company’s restructuring initiatives.

The e-Propulsion & Drivetrain segment’s net sales increased $730 million, or 120%, and Segment Adjusted EBIT increased $131 million from the three months ended June 30, 2020. The Delphi Technologies acquisition increased e-Propulsion & Drivetrain revenues by $250 million for the three months ended June 30, 2021. Excluding the impact of stronger foreign currencies relative to the U.S. Dollar, primarily the Euro, Chinese Renminbi and Korean Won, and the net impact of the Delphi Technologies acquisition, net sales increased 70% from the three months ended June 30, 2020, primarily due to the recovery of global markets from the negative effects of COVID-19 on 2020 production and increased demand for the Company’s products. The e-Propulsion & Drivetrain Segment Adjusted EBIT margin was 9.9% during the three months ended June 30, 2021, up from 0.2% during the three months ended June 30, 2020, primarily due to the impact of higher sales.

The Fuel Injection segment’s net sales and Segment Adjusted EBIT for the three months ended June 30, 2021 were $480 million and $38 million, respectively. The Segment Adjusted EBIT margin was 7.9% in the three months ended June 30, 2021. This is a new reporting segment following the acquisition of Delphi Technologies on October 1, 2020.

The Aftermarket segment’s net sales and Segment Adjusted EBIT for the three months ended June 30, 2021 were $226 million and $32 million, respectively. The Segment Adjusted EBIT margin was 14.2% in the three months ended June 30, 2021. This is a new reporting segment following the acquisition of Delphi Technologies on October 1, 2020.

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Six Months Ended June 30, 2021 vs. Six Months Ended June 30, 2020

The Air Management segment’s net sales increased $1,605 million, or 71%, and Segment Adjusted EBIT increased $363 million, or 154%, from the six months ended June 30, 2020. The Delphi Technologies acquisition increased Air Management revenues by $606 million for the six months ended June 30, 2021. Excluding the net impact of stronger foreign currencies relative to the U.S. Dollar, primarily the Euro, Chinese Renminbi and Korean Won, and the net impact of the Delphi Technologies acquisition, net sales increased approximately 36% from the six months ended June 30, 2020, primarily due to the recovery of global markets from the negative effects of COVID-19 on 2020 production and increased demand for the Company’s products. The Segment Adjusted EBIT margin was 15.5% for the six months ended June 30, 2021, compared to 10.4% for the six months ended June 30, 2020. The Segment Adjusted EBIT margin increase was primarily due to the impact of higher sales and savings arising from the Company’s restructuring initiatives.

The e-Propulsion & Drivetrain segment’s net sales increased $1,336 million, or 91%, and Segment Adjusted EBIT increased $205 million from the six months ended June 30, 2020. The Delphi Technologies acquisition increased e-Propulsion & Drivetrain revenues by $518 million for the six months ended June 30, 2021. Excluding the impact of stronger foreign currencies relative to the U.S. Dollar, primarily the Euro, Chinese Renminbi and Korean Won, and the net impact of the Delphi Technologies acquisition, net sales increased 48% from the six months ended June 30, 2020, primarily due to the recovery of global markets from the negative effects of COVID-19 on 2020 production and increased demand for the Company’s products. The e-Propulsion & Drivetrain Segment Adjusted EBIT margin was 9.6% during the six months ended June 30, 2021, up from 4.4% during the six months ended June 30, 2020, primarily due to the impact of higher sales.

The Fuel Injection segment’s net sales and Segment Adjusted EBIT for the six months ended June 30, 2021 were $955 million and $71 million, respectively. The Segment Adjusted EBIT margin was 7.4% in the six months ended June 30, 2021. The Segment Adjusted EBIT for the six months ended June 30, 2021 included expense of $20 million related to an agreement to continue supply from a troubled supplier.

The Aftermarket segment’s net sales and Segment Adjusted EBIT for the six months ended June 30, 2021 were $423 million and $53 million, respectively. The Segment Adjusted EBIT margin was 12.5% in the six months ended June 30, 2021.

Outlook

Our overall outlook for 2021 is positive. The Company expects global industry production to increase year over year based on the assumption that the negative effects of COVID-19 on 2020 production will not recur in 2021. The Company expects net new business-related sales growth, due to increased penetration of BorgWarner products around the world, to drive a sales increase in line with or greater than the year-over-year increase in industry production. As result, the Company expects increased revenue in 2021, excluding the impact of foreign currencies and the net impact of acquisitions and divestitures.

In the first half of 2021, we experienced component supply constraints similar to others in the automotive industry, as have our customers. These supply constraints began to impact production in March and continued to cause further reductions in volumes in our second quarter. The Company expects continuing disruptions in the second half of 2021. In addition, the Company’s results of operations for the first half of 2021 have been negatively impacted by the rising costs of commodities, and we expect commodity cost volatility, particularly related to steel and petroleum-based resin products, to have a continual impact on our results of operations for the remainder of the year. As such, we continually seek to mitigate both inflationary pressures and our material-related cost exposures using multiple approaches.

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The Company maintains a positive long-term outlook for its global business and is committed to new product development and strategic capital investments to enhance its product leadership strategy. There are several trends that are driving the Company’s long-term growth that we expect to continue, including adoption of product offerings for electrified vehicles, increasingly stringent global emissions standards that support demand for the Company’s products driving vehicle efficiency and increased global penetration of all-wheel drive.

FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

The Company maintains various liquidity sources, including cash and cash equivalents and the unused portion of its multi-currency revolving credit agreement. At June 30, 2021, the Company had $1,568 million of cash and cash equivalents including $15 million of restricted cash. Cash balances of $844 million were held by our subsidiaries outside the United States. Cash held by these subsidiaries is used to fund foreign operational activities and future investments, including acquisitions.

The vast majority of cash held outside the United States is available for repatriation. The Company uses its U.S. liquidity primarily for various corporate purposes, including but not limited to debt service, share repurchases, dividend distributions and other corporate expenses.

The Company has a $2.0 billion multi-currency revolving credit facility that allows the Company the ability to increase the facility by $1.0 billion with bank group approval. The credit agreement contains customary events of default and one key financial covenant, which is a debt-to-EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) ratio. The Company was in compliance with the financial covenant at June 30, 2021. At June 30, 2021 and December 31, 2020, the Company had no outstanding borrowings under this facility.

The Company’s commercial paper program allows the Company to issue up to $2.0 billion of short-term, unsecured commercial paper notes under the limits of its multi-currency revolving credit facility. Under this program, the Company may issue notes from time to time and use the proceeds for general corporate purposes. The Company had no outstanding borrowings under this program as of June 30, 2021 and December 31, 2020.

The total current combined borrowing capacity under the multi-currency revolving credit facility and commercial paper program cannot exceed $2 billion. In addition to the credit facility, the Company’s universal shelf registration provides the ability to issue various debt and equity instruments subject to market conditions.

On February 12, 2021, April 28, 2021, and July 28, 2021 the Company’s Board of Directors declared quarterly cash dividends of $0.17 per share of common stock. The dividends declared in the first and second quarters were paid on March 15, 2021, and June 15, 2021, respectively. The dividends declared in the third quarter will be paid on September 15, 2021.

On January 28, 2020, the Company entered into a definitive agreement to acquire Delphi Technologies. During 2020, due to the business disruptions from COVID-19 and uncertainties surrounding the Delphi Technologies acquisition, Standard & Poor's downgraded the Company's rating from BBB+ with a stable outlook to BBB with a negative outlook. Additionally, Moody's and Fitch adjusted their outlooks from stable to negative but maintained the Company's credit ratings at Baa1 and BBB+, respectively. In April 2021, Moody’s reaffirmed the Company’s Baa1 credit rating and adjusted their outlook from negative to stable. In May 2021, Fitch Ratings reaffirmed the Company’s BBB+ rating and adjusted their outlook from negative to stable. None of the Company’s debt agreements require accelerated repayment in the event of a downgrade in credit ratings.

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Cash Flows

Operating Activities

	Six Months Ended June 30,
(in millions)	2021		2020
OPERATING
Net earnings	$	368	$	53
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization	390		224
Restructuring expense, net of cash paid	59		45
Stock-based compensation expense	27		16
Loss on sale	7		—
Loss on debt extinguishment	20		—
Asset impairments	—		17
Deferred income tax benefit	(99)		(24)
Unrealized loss on equity securities	276		9
Gain on insurance recovery received for property damages	(2)		(9)
Other non-cash adjustments	(12)		(8)
Net earnings adjustments to reconcile to net cash flows from operations	1,034		323
Retirement plan contributions	(12)		(10)
Changes in assets and liabilities, excluding effects of acquisitions, divestitures and foreign currency translation adjustments:
Receivables	(158)		362
Inventories	(260)		(40)
Prepayments and other current assets	(21)		(8)
Accounts payable and accrued expenses	41		(284)
Prepaid taxes and income taxes payable	30		(23)
Other assets and liabilities	(32)		7
Net cash provided by operating activities	$	622	$	327

Net cash provided by operating activities increased to $622 million during the first six months of 2021 from $327 million during the first six months of 2020. The $295 million increase in cash provided by operating activities was primarily due to higher net earnings adjusted for non-cash charges, partially offset by higher working capital levels primarily due to increased sales and inventory levels.

Investing Activities

	Six Months Ended June 30,
(in millions)	2021		2020
INVESTING
Capital expenditures, including tooling outlays	$	(342)	$	(171)
Capital expenditures for damage to property, plant and equipment	(2)		—
Insurance proceeds received for damage to property, plant and equipment	—		22
Payments for businesses acquired, net of cash and restricted cash acquired	(759)		(2)
Proceeds from settlement of net investment hedges, net	11		6
Payments for investments in equity securities and other, net	(7)		(2)
Net cash used in investing activities	$	(1,099)	$	(147)

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Net cash used in investing activities increased to $1,099 million during the first six months of 2021 from $147 million during the first six months of 2020. This increase was primarily due to cash outflows related to the 2021 acquisition of AKASOL and higher capital expenditures.

Financing Activities

	Six Months Ended June 30,
(in millions)	2021		2020
FINANCING
Net decrease in notes payable	$	(6)	$	—
Additions to debt	1,229		1,143
Payments for debt issuance costs	(10)		(10)
Repayments of debt, including current portion	(671)		(35)
Payments for stock-based compensation items	(14)		(13)
Purchase of noncontrolling interest	(33)		—
Dividends paid to BorgWarner stockholders	(81)		(70)
Dividends paid to noncontrolling stockholders	(5)		(16)
Net cash provided by financing activities	$	409	$	999

Net cash provided by financing activities of $409 million during the first six months of 2021 decreased $590 million compared to net cash provided by financing activities of $999 million during the first six months of 2020. This decrease in net cash provided by financing activities during the first six months of 2021 was primarily related to the Company’s repayment of its €500 million 1.800% senior notes due November 2022. The net cash provided by financing during the first six months of 2021 also includes the Company’s public offering and issuance of €1.0 billion in 1.000% senior notes due May 2031 and the $33 million paid to acquire additional shares in AKASOL.

CONTINGENCIES

In the normal course of business, the Company is party to various commercial and legal claims, actions and complaints, including matters involving warranty claims, intellectual property claims, general liability and other risks. It is not possible to predict with certainty whether or not the Company will ultimately be successful in any of these commercial and legal matters or, if not, what the impact might be. The Company’s environmental contingencies are discussed below. The Company’s management does not expect that an adverse outcome in any of these other commercial and legal claims, actions and complaints will have a material adverse effect on the Company’s results of operations, financial position or cash flows, although such adverse outcome could be material to the results of operations in a particular quarter.

Environmental

The Company and certain of its current and former direct and indirect corporate predecessors, subsidiaries and divisions have been identified by the United States Environmental Protection Agency and certain state environmental agencies and private parties as potentially responsible parties (“PRPs”) at various hazardous waste disposal sites under the Comprehensive Environmental Response, Compensation and Liability Act (“Superfund”) and equivalent state laws and, as such, may presently be liable for the cost of clean-up and other remedial activities at 26 such sites as of June 30, 2021 and December 31, 2020. Responsibility for clean-up and other remedial activities at a Superfund site is typically shared among PRPs based on an allocation formula.

The Company believes that none of these matters, individually or in the aggregate, will have a material adverse effect on its results of operations, financial position or cash flows. Generally, this is because

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either the estimates of the maximum potential liability at a site are not material or the liability will be shared with other PRPs, although no assurance can be given with respect to the ultimate outcome of any such matter.

Refer to Note 20, “Contingencies,” to the Condensed Consolidated Financial Statements in Item 1 of this report for further details and information respecting the Company’s environmental liability.

New Accounting Pronouncements

Refer to Note 2, “New Accounting Pronouncements,” to the Condensed Consolidated Financial Statements in Item 1 of this report for a detailed description of new applicable accounting pronouncements.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the information concerning our exposures to interest rate risk or commodity price risk as stated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Foreign currency exchange rate risk is the risk that the Company will incur economic losses due to adverse changes in foreign currency exchange rates. Currently, the Company’s most significant currency exposures relate to the Brazilian Real, Chinese Renminbi, Euro, British Pound Sterling, Hungarian Forint, and Korean Won. The Company mitigates its foreign currency exchange rate risk by establishing local production facilities and related supply chain participants in the markets it serves, by invoicing customers in the same currency as the source of the products and by funding some of its investments in foreign markets through local currency loans. The Company also monitors its foreign currency exposure in each country and implements strategies to respond to changing economic and political environments. In addition, the Company periodically enters into forward currency contracts, cross-currency swaps and foreign-currency-denominated debt designated as net investment hedges to reduce exposure to translation exchange rate risk. As of June 30, 2021 and December 31, 2020, the Company recorded a deferred loss of $102 million and $230 million, respectively, both before taxes, for designated net investment hedges within accumulated other comprehensive income (loss).

The foreign currency translation adjustments during the three and six months ended June 30, 2021 and 2020 are shown in the following tables, which provide the percentage change in U.S. dollar against the respective currencies and the approximate impacts of these changes recorded within other comprehensive income (loss) for the respective periods.

(in millions, except for percentages)	Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
Chinese renminbi	2	%	$	32	1	%	$	24
Brazilian real	12	%	$	23	5	%	$	9
Euro	1	%	$	14	(3)	%	$	(20)
Korean won	—	%	$	(7)	(5)	%	$	(34)

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(in millions, except for percentages)	Three Months Ended June 30, 2020				Six Months Ended June 30, 2020
Euro	(2)	%	$	9	—	%	$	14
Korean won	(2)	%	$	7	4	%	$	(14)
Chinese renminbi	—	%	$	2	1	%	$	(17)
British pound	—	%	$	(2)	6	%	$	(17)
Brazilian real	5	%	$	(3)	26	%	$	(22)

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective. There have been no changes in internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.Legal Proceedings

The Company is subject to a number of claims and judicial and administrative proceedings (some of which involve substantial amounts) arising out of the Company’s business or relating to matters for which the Company may have a contractual indemnity obligation.

On December 15, 2020, a putative derivative lawsuit captioned Nyiradi, et al. v. Michas, et al., Case 1:20-cv-01700, was filed in the United States District Court for the District of Delaware against certain former and current directors and former officers of BorgWarner. The lawsuit, which was purportedly brought on the Company’s behalf, named BorgWarner as a nominal defendant. Plaintiffs alleged, among other things, violations of the federal securities laws and breaches of fiduciary duty relating to the Company’s past accounting for incurred but not yet asserted asbestos liabilities and its public disclosures. As a nominal defendant, the Company had no direct exposure in connection with the lawsuit. On April 14, 2021, BorgWarner and the plaintiffs agreed in principle to dismiss the case without prejudice, without any payment by BorgWarner, and the dismissal occurred on April 22, 2021. By letter dated June 9, 2021, a different stockholder delivered a litigation demand to the Board of Directors under Delaware law that included similar allegations relating to certain current and former directors and officers. The letter demanded that the Board conduct an investigation and commence a civil action against appropriate directors and officers. The Board is considering the letter.

Refer to Note 20, “Contingencies,” to the Condensed Consolidated Financial Statements of this Form 10-Q for a discussion of environmental and other litigation which is incorporated herein by reference.

Item 1A. Risk Factors

During the six months ended June 30, 2021, there have been no material changes from the risk factors disclosed in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In January 2020, the Company’s Board of Directors authorized the purchase of up to $1 billion of the Company’s common stock, which replaced the previous share repurchase program. As of June 30, 2021, the Company has repurchased $216 million of common stock under this repurchase program. Shares purchased under this authorization may be repurchased in the open market at prevailing prices and at times and in amounts to be determined by management as market conditions and the Company's capital position warrant. The Company may use Rule 10b5-1 and 10b-18 plans to facilitate share repurchases. Repurchased shares will be deemed common stock held in treasury and may subsequently be reissued.

Employee transactions include restricted stock withheld to offset statutory minimum tax withholding that occurs upon vesting of restricted stock. The BorgWarner Inc. 2014 Stock Incentive Plan, as amended and the BorgWarner Inc. 2018 Stock Incentive Plan provide that the withholding obligations be settled by the Company retaining stock that is part of the award. Withheld shares will be deemed common stock held in treasury and may subsequently be reissued for general corporate purposes.

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The following table provides information about the Company’s purchases of its equity securities that are registered pursuant to Section 12 of the Exchange Act during the quarter ended June 30, 2021:

Issuer Purchases of Equity Securities
Period	Total number of shares purchased	Average price per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under plans or programs (in millions)
April 1, 2021 - April 30, 2021
Common Stock Repurchase Program	—	$	—	—	$	784
Employee transactions	12,502	$	46.45	—
May 1, 2021 - May 31, 2021
Common Stock Repurchase Program	—	$	—	—	$	784
Employee transactions	5,673	$	51.39	—
June 1, 2021 - June 30, 2021
Common Stock Repurchase Program	—	$	—	—	$	784
Employee transactions	3,714	$	51.00	—

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Item 6. Exhibits

Exhibit 1.1	Underwriting Agreement, dated May 12, 2021, among the Company and Deutsche Bank AG, London Branch. Merrill Lynch International, and J.P. Morgan Securities, as lead managers (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on May 13, 2021).
Exhibit 4.2	Eighth Supplemental Indenture, dated as of May 19. 2021, between the Company and Deutsche Bank Trust Company Americas, as the indenture trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed May 19, 2021)
Exhibit 31.1	Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer.*
Exhibit 31.2	Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer.*
Exhibit 32.1	Section 1350 Certifications.*
Exhibit 101.INS	Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.*
Exhibit 101.SCH	Inline XBRL Taxonomy Extension Schema Document.*
Exhibit 101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
Exhibit 101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.*
Exhibit 101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.*
Exhibit 101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
Exhibit 104.1	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

____________________________________

*Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, and the undersigned also has signed this report in his capacity as the Registrant’s Controller (Principal Accounting Officer).

	BorgWarner Inc.
	(Registrant)
By	/s/ Daniel R. Etue
	(Signature)
	Daniel R. Etue
	Vice President and Controller
	(Principal Accounting Officer)

Date: August 4, 2021

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EX-31.1

EXHIBIT 31.1

Certification of the Principal Executive Officer

Pursuant to 15 U.S.C. 78m(a) or 78o(d)

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Frederic B. Lissalde, certify that:

1.I have reviewed this quarterly report on Form 10-Q of BorgWarner Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2021

/s/ Frederic B. Lissalde

Frederic B. Lissalde

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of the Principal Financial Officer

Pursuant to 15 U.S.C. 78m(a) or 78o(d)

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Kevin A. Nowlan, certify that:

1.I have reviewed this quarterly report on Form 10-Q of BorgWarner Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2021

/s/   Kevin A. Nowlan

Kevin A. Nowlan

Executive Vice President, Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of BorgWarner Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2021 (the “Report”), each of the undersigned officers of the Company certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of such officer's knowledge:

(1)  the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 4, 2021

/s/   Frederic B. Lissalde

Frederic B. Lissalde

President and Chief Executive Officer

/s/   Kevin A. Nowlan

Kevin A. Nowlan

Executive Vice President, Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to BorgWarner Inc. and will be retained by BorgWarner Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - shares	6 Months Ended
	Jun. 30, 2021	Jul. 30, 2021
Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	1-12162
Entity Registrant Name	BORGWARNER INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3404508
Entity Address, Address Line One	3850 Hamlin Road,
Entity Address, City or Town	Auburn Hills,
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48326
City Area Code	248
Local Phone Number	754-9200
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		239,790,175
Entity Central Index Key	0000908255
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Common Stock, par value $0.01 per share
Entity Information
Title of each class	Common Stock, par value $0.01 per share
Trading Symbol(s)	BWA
Name of each exchange on which registered	NYSE
1.000% Senior Notes due 05/19/31 (€1,000 million par value)
Entity Information
Title of each class	1.00% Senior Notes due 2031
Trading Symbol(s)	BWA31
Name of each exchange on which registered	NYSE

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
ASSETS
Cash and cash equivalents	$ 1,553	$ 1,650
Restricted cash	15	0
Receivables, net	3,063	2,919
Inventories, net	1,567	1,286
Prepayments and other current assets	339	312
Total current assets	6,537	6,167
Property, plant and equipment, net	4,535	4,591
Goodwill	3,325	2,627
Other intangible assets, net	1,172	1,096
Investments and other long-term receivables	546	820
Other non-current assets	748	728
Total assets	16,863	16,029
LIABILITIES AND EQUITY
Notes payable and other short-term debt	13	49
Accounts payable	2,367	2,352
Other current liabilities	1,482	1,409
Total current liabilities	3,862	3,810
Long-term debt	4,348	3,738
Retirement-related liabilities	541	576
Other non-current liabilities	1,090	1,181
Liabilities, Total	9,841	9,305
Commitments and contingencies
Common stock	3	3
Capital in excess of par value	2,602	2,614
Retained earnings	6,527	6,296
Accumulated other comprehensive loss	(673)	(651)
Common stock held in treasury, at cost	(1,810)	(1,834)
Total BorgWarner Inc. stockholders’ equity	6,649	6,428
Noncontrolling interest	373	296
Total equity	7,022	6,724
Total liabilities and equity	$ 16,863	$ 16,029

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Net sales	$ 3,758	$ 1,426	$ 7,767	$ 3,705
Cost of sales	2,996	1,252	6,187	3,084
Gross profit	762	174	1,580	621
Selling, general and administrative expenses	364	184	741	397
Other operating expense, net	81	68	119	104
Operating income (loss)	317	(78)	720	120
Equity in affiliates’ earnings, net of tax	(16)	(2)	(28)	(7)
Unrealized loss on equity securities	4	0	276	9
Interest income	(3)	(3)	(6)	(5)
Interest expense	42	18	63	30
Other postretirement income	(12)	(1)	(23)	(3)
Earnings (loss) before income taxes and noncontrolling interest	302	(90)	438	96
Provision (benefit) for income taxes	28	(6)	70	43
Net earnings (loss)	274	(84)	368	53
Net earnings attributable to noncontrolling interest, net of tax	27	14	56	22
Net earnings (loss) attributable to BorgWarner Inc.	$ 247	$ (98)	$ 312	$ 31
Earnings (loss) per share attributable to BorgWarner Inc. — basic (in dollar per share)	$ 1.03	$ (0.47)	$ 1.31	$ 0.15
Earnings (loss) per share attributable to BorgWarner Inc. — diluted (in dollar per share)	$ 1.03	$ (0.47)	$ 1.30	$ 0.15
Weighted average shares outstanding:
Basic (in shares)	238.2	206.0	237.9	205.8
Diluted (in shares)	239.6	206.0	239.0	206.4

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net earnings (loss) attributable to BorgWarner Inc.		$ 247	$ (98)	$ 312	$ 31
Other comprehensive income (loss)
Foreign currency translation adjustments	[1]	57	14	(30)	(60)
Hedge instruments	[1]	4	1	(2)	(1)
Defined benefit postretirement plans	[1]	2	(1)	10	1
Total other comprehensive income (loss) attributable to BorgWarner Inc.		63	14	(22)	(60)
Comprehensive (loss) income attributable to BorgWarner Inc.	[1]	310	(84)	290	(29)
Net earnings attributable to noncontrolling interest, net of tax		27	14	56	22
Other comprehensive loss attributable to the noncontrolling interest	[1]	0	0	(5)	(3)
Comprehensive income (loss)		$ 337	$ (70)	$ 341	$ (10)

[1] Net of income taxes.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
OPERATING
Net cash provided by operating activities	$ 622	$ 327
INVESTING
Capital expenditures, including tooling outlays	(342)	(171)
Capital expenditures for damage to property, plant and equipment	(2)	0
Insurance proceeds received for damage to property, plant and equipment	0	22
Payments for businesses acquired, net of cash and restricted cash acquired	(759)	(2)
Proceeds from settlement of net investment hedges, net	11	6
Payments for investments in equity securities and other, net	(7)	(2)
Net cash used in investing activities	(1,099)	(147)
FINANCING
Net decrease in notes payable	(6)	0
Additions to debt	1,229	1,143
Payments for debt issuance costs	(10)	(10)
Repayments of debt, including current portion	(671)	(35)
Payments for stock-based compensation items	(14)	(13)
Purchase of noncontrolling interest	(33)	0
Dividends paid to BorgWarner stockholders	(81)	(70)
Dividends paid to noncontrolling stockholders	(5)	(16)
Net cash provided by financing activities	409	999
Effect of exchange rate changes on cash	(14)	(8)
Net (decrease) increase in cash, cash equivalents and restricted cash	(82)	1,171
Cash and cash equivalents at beginning of year	1,650	832
Cash, cash equivalents and restricted cash at end of period	$ 1,568	$ 2,003

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements of BorgWarner Inc. and Consolidated Subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of financial position, results of operations and cash flow activity required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments necessary for a fair statement of results have been included. Certain prior period amounts have been reclassified to conform to the current period presentation. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The balance sheet as of December 31, 2020 was derived from the audited financial statements as of that date. For further information, refer to the Consolidated Financial Statements and Footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and accompanying notes, as well as the amounts of revenues and expenses reported during the periods covered by those financial statements and accompanying notes. Actual results could differ from these estimates.

COVID-19 Pandemic Update

Throughout 2020, COVID-19 materially impacted the Company’s business and results of operations. During the first quarter of 2020, the impact of COVID-19 was initially experienced primarily by operations in China. Following the declaration of COVID-19 as a global pandemic on March 11, 2020, government authorities around the world began to impose shelter-in-place orders and other restrictions. As a result, many OEMs began suspending manufacturing operations, particularly in North America and Europe. This led to various temporary closures of, or reduced operations at, the Company’s manufacturing facilities, late in the first quarter of 2020 and throughout the second quarter of 2020.

During the second half of 2020, as global management of COVID-19 evolved and government restrictions were removed or lessened, production levels improved, and substantially all of the Company’s production facilities resumed closer to normal operations by the end of the third quarter of 2020. It is possible a resurgence of the COVID-19 pandemic could result in adverse impacts in the future. Management cannot reasonably estimate the full impact the COVID-19 pandemic could have on the Company’s financial condition, results of operations or cash flows in the future.

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NEW ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Jun. 30, 2021

Accounting Standards Update and Change in Accounting Principle [Abstract]

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS

In January 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-1, “Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815).” It clarifies the interaction among the accounting for equity securities, equity method investments, and certain derivative instruments. Specifically, for the purposes of applying the ASC Topic 321 measurement alternative, a company should consider observable transactions immediately before applying or upon discontinuing the equity method. Additionally, when determining the accounting for certain forward contracts and purchased options entered into to purchase securities, a company should not consider if the underlying securities would be accounted for under the equity method (ASC Topic 323) or fair value option (ASC Topic 825). This guidance was effective for interim and annual periods beginning after December 15, 2020. The Company adopted this guidance as of January 1, 2021, and there was no impact on its Consolidated Financial Statements.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes.” It removes certain exceptions to the general principles in ASC Topic 740 and improves consistent application of and simplifies GAAP for other areas of ASC Topic 740 by clarifying and amending existing guidance. This guidance was effective for interim and annual reporting periods beginning after December 15, 2020. The Company adopted this guidance as of January 1, 2021, and the impact on its Consolidated Financial Statements was immaterial.

In August 2018, the FASB issued ASU No. 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20).” It (i) requires the removal of disclosures that are no longer considered cost beneficial; (ii) clarifies specific requirements of certain disclosures; and (iii) adds new disclosure requirements, including the weighted average interest crediting rates for cash balance plans and other plans with promised interest crediting rates, and reasons for significant gains and losses related to changes in the benefit obligation. This guidance was effective for annual periods beginning after December 15, 2020. The Company adopted this guidance as of January 1, 2021, and there was no impact on these Condensed Consolidated Financial Statements; however, the Company will include the annual disclosures as required in its Annual Report on Form 10-K.

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ACQUISITIONS

6 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

ACQUISITIONS

AKASOL AG

On June 4, 2021, the Company completed its voluntary public takeover offer for shares of AKASOL AG (“AKASOL”), resulting in ownership of 89% of AKASOL’s outstanding shares. The Company paid approximately €648 million ($788 million) to settle the offer from current cash balances, which included proceeds received from its previously announced public offering of 1.00% Senior Notes due 2031 completed on May 19, 2021. Refer to Note 13, “Notes Payable And Debt,” to the Condensed Consolidated Financial Statements for more information. Following the settlement of the offer, AKASOL became a consolidated majority-owned subsidiary of the Company. Subsequent to the completion of the voluntary public takeover offer, and through June 30, 2021, the Company purchased additional shares of AKASOL for €28 million ($33 million) increasing its ownership to 93% as of that date. Upon closing, the Company also consolidated approximately €64 million ($77 million) of gross debt of AKASOL. The acquisition further strengthens BorgWarner’s commercial vehicle and industrial electrification capabilities, which positions the Company to capitalize on what it believes to be a fast-growing battery pack market.

The purchase price was allocated on a provisional basis as of June 4, 2021. Assets acquired and liabilities assumed were recorded at estimated fair values based on management’s preliminary estimates, available information, and supportable assumptions that management considered reasonable. Certain estimated values for the acquisition, including goodwill, tangible and intangible assets and deferred taxes are not yet finalized, and the provisional purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The final valuation of assets acquired and liabilities assumed may be materially different from the estimated values shown below.

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
ASSETS
Cash and cash equivalents (including restricted cash of $16 million)	$	29
Receivables, net	16
Inventories, net	42
Prepayments and other current assets	5
Property, plant and equipment, net	106
Goodwill	707
Other intangible assets, net	130
Total assets acquired	1,035
LIABILITIES
Notes payable and other short-term debt	8
Accounts payable	22
Other current liabilities	13
Long-term debt	69
Other non-current liabilities	39
Total liabilities assumed	151
Noncontrolling interest	96
Net assets and noncontrolling interest acquired	$	788

Any excess of the purchase price over the estimated fair value of net assets was recognized as goodwill. At the acquisition date, goodwill of $707 million was recorded within the Company’s Air Management segment. The goodwill consists of the Company’s expected future economic benefits that will arise from acquiring this business, which is established in making next-generation products for electric vehicles and the potential development and deployment of future technologies, across a global customer base, in this market and across adjacent industries. The goodwill is not expected to be deductible for tax purposes.

In connection with the acquisition, the Company preliminarily recorded $130 million for intangible assets, primarily for developed technology and customer relationships. Various valuation techniques were used to determine the provisional fair value of intangible assets, with the primary techniques being forms of the income approach, specifically the relief-from-royalty and multi-period excess earnings valuation methods. Under these valuation approaches, the Company is required to make estimates and assumptions from a market participant perspective and include revenue growth rates, estimated earnings, royalty rates, obsolescence factors, contributory asset charges, customer attrition and discount rates. Management used a third-party valuation firm to assist in the determination of the provisional purchase accounting fair values; however, management ultimately oversees the third-party valuation firm to ensure that the transaction-specific assumptions are appropriate for the Company.

The impact of the AKASOL acquisition on net sales and net earnings was immaterial for the three and six months ended June 30, 2021. Due to its insignificant size relative to the Company, supplemental pro forma financial information of the combined entity for the current and prior reporting period is not provided.

Delphi Technologies PLC

On October 1, 2020, the Company completed its acquisition of 100% of the outstanding ordinary shares of Delphi Technologies PLC (“Delphi Technologies”) from the shareholders of Delphi Technologies pursuant to the terms of the Transaction Agreement, dated January 28, 2020, as amended on May 6,

2020, by and between the Company and Delphi Technologies (the “Transaction Agreement”). Pursuant to the terms of the Transaction Agreement, the Company issued, in exchange for each Delphi Technologies share, 0.4307 of a share of common stock of the Company, par value $0.01 per share and cash in lieu of any fractional share. In the aggregate, the Company delivered consideration of approximately $2.4 billion. The acquisition strengthens the Company’s electronics and power electronics products, capabilities and scale, positions the Company for greater growth as electrified propulsion systems gain momentum and enhances key combustion, commercial vehicle and aftermarket product offerings. Upon closing, the Company also assumed approximately $800 million (par value) in aggregate principal amount of Delphi Technologies’ outstanding 5.000% Senior Notes due 2025 (the “DT Notes”).

On October 5, 2020, the Company completed its offer to exchange new BorgWarner notes for the DT Notes. Approximately $776 million in aggregate principal amount of outstanding DT Notes, representing 97% of the $800 million total outstanding principal amount of the DT Notes, were validly exchanged and cancelled for new BorgWarner notes. Following such cancellation, approximately $24 million in aggregate principal amount of the DT Notes remain outstanding. Since the majority of the DT Notes were exchanged, the Company was able to eliminate substantially all of the restrictive covenants and events of default not related to payment on the $800 million in outstanding senior notes of the Company.

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

The purchase price was allocated on a preliminary basis as of October 1, 2020. Assets acquired and liabilities assumed were recorded at estimated fair values based on management’s estimates, available information, and supportable assumptions that management considered reasonable. The Company is in the process of finalizing all purchase accounting adjustments related to the Delphi Technologies acquisition. Certain estimated values for the acquisition, including goodwill, intangible assets and deferred taxes are not yet finalized, and the preliminary purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The final valuation of assets acquired and liabilities assumed may be materially different from the estimated values shown below.

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 Allocation		Measurement Period Adjustments		Revised Allocation
ASSETS
Cash and cash equivalents	$	460	$	—	$	460
Receivables, net	901		(3)		898
Inventories, net	398		(3)		395
Prepayments and other current assets	77		(1)		76
Property, plant and equipment, net	1,548		(5)		1,543
Investments and other long-term receivables	103		—		103
Goodwill	710		23		733
Other intangible assets, net	760		—		760
Other non-current assets	359		6		365
Total assets acquired	5,316		17		5,333
LIABILITIES
Notes payable and other short-term debt	2		—		2
Accounts payable	692		1		693
Other current liabilities	609		2		611
Long-term debt	934		—		934
Other non-current liabilities:
Retirement-related	313		—		313
Other non-current liabilities	286		14		300
Total liabilities assumed	2,836		17		2,853
Noncontrolling interest	89		—		89
Net assets and noncontrolling interest acquired	$	2,391	$	—	$	2,391

Any excess of the purchase price over the estimated fair value of net assets was recognized as goodwill. Goodwill of $733 million, including the impact of measurement period adjustments, was allocated across the Company’s four segments, as noted in the table below. The goodwill consists of the Company’s expected future economic benefits that will arise from expected future product sales and operational synergies from combining Delphi Technologies with its existing business and is not deductible for tax purposes.

(in millions)
Air Management	$	151
e-Propulsion & Drivetrain	284
Fuel Injection	—
Aftermarket	298
Total acquisition date goodwill	$	733

The valuation of intangible assets was determined using an income approach methodology. The fair values of the customer relationship intangible assets were estimated using the multi-period excess earnings method. Assumptions used in these calculations were considered from a market participant perspective and include revenue growth rates, estimated earnings, contributory asset charges, customer attrition and discount rates.

The fair values of the developed technology and trade name intangible assets were estimated utilizing the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the assets. Assumed royalty rates are applied to projected revenue for the remaining useful lives of the assets to estimate the royalty savings. Assumptions used in the determination of the fair value of the developed technology included revenue growth rates, royalty rates, obsolescence factors and discount rates. Assumptions used in the determination of the fair value of the trade name included the revenue growth rates, the royalty rate and discount rate. 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

Generally accepted valuation practice indicates that assets and liabilities may be valued using a range of methodologies. The property, plant and equipment and inventory acquired were valued using a combination of cost and market approaches. Goodwill, identifiable intangible assets, noncontrolling interests and the equity method investment were valued using the income approach. Management used a third-party valuation firm to assist in the determination of the preliminary purchase accounting fair values; however, management ultimately oversees the third-party valuation firm to ensure that the transaction-specific assumptions are appropriate for the Company.

On a pro forma basis, the combined net sales of the Company and Delphi Technologies for the three and six months ended June 30, 2020 were $2,054 million and $5,278 million, respectively.

Romeo Power, Inc.

In May 2019, the Company invested $50 million in exchange for a 20% equity interest in Romeo Systems, Inc., now known as Romeo Power, Inc., (“Romeo”) a technology-leading battery module and pack supplier that was then privately held. The Company accounted for this investment in Series A-1 Preferred Stock of Romeo under the measurement alternative in ASC Topic 321, “Investments - Equity Securities” for equity securities without a readily determinable fair value. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In September 2019, the Company and Romeo contributed total equity of $10 million and formed a new joint venture, BorgWarner Romeo Power LLC (“Romeo JV”), in which the Company owns a 60% interest. Romeo JV is a variable interest entity focusing on producing battery module and pack technology. The Company is the primary beneficiary of Romeo JV and consolidates Romeo JV in its consolidated financial statements.

On December 29, 2020, through the business combination of Romeo Systems, Inc. and special purpose acquisition company RMG Acquisition Corporation, a new entity, Romeo Power, Inc., became a publicly listed company. The Company’s ownership in Romeo was reduced to 14%, and the investment no longer qualified for the measurement alternative under ASC Topic 321 as the investment now has a readily

determinable fair value. Therefore, the investment is recorded at fair value on an ongoing basis with changes in fair value being recognized in Unrealized loss on equity securities in the Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2021, the Company recorded a loss of $4 million and $276 million, respectively, to adjust the carrying value of the Company’s investment to fair value. As of June 30, 2021, the investment’s fair value was $156 million, which is reflected in Investments and other long-term receivables in the Company’s Condensed Consolidated Balance Sheets.

During the six months ended June 30, 2020, after completing a qualitative assessment which indicated the Company’s equity securities in Romeo may have been impaired, the Company recorded a $9 million impairment charge to reflect this investment at its estimated fair value of $41 million. The estimated fair value of Romeo was determined using unobservable inputs including quantitative information from lower valuations in recently completed or proposed financings and the liquidation preferences included in the Romeo stock agreements. These unobservable inputs are considered Level 3.

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REVENUE FROM CONTRACTS WITH CUSTOMERS

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

REVENUE FROM CONTRACTS WITH CUSTOMERS

REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company manufactures and sells products, primarily to OEMs of light vehicles and, to a lesser extent, to other OEMs of commercial vehicles and off-highway vehicles, to certain Tier One vehicle systems suppliers and into the aftermarket. The Company’s payment terms are based on customary business practices and vary by customer type and products offered. We have evaluated the terms of our arrangements and determined that they do not contain significant financing components.

Generally, revenue is recognized upon shipment or delivery; however, a limited number of the Company’s customer arrangements for its highly customized products with no alternative use provide the Company with the right to payment during the production process. As a result, for these limited arrangements, revenue is recognized as goods are produced and control transfers to the customer using the input cost-to-cost method. The Company recorded a contract asset of $22 million and $16 million at June 30, 2021 and December 31, 2020, respectively, for these arrangements. These amounts are reflected in Prepayments and other current assets in the Company’s Condensed Consolidated Balance Sheets.

In limited instances, certain customers have provided payments in advance of receiving related products, typically at the onset of an arrangement prior to the beginning of production. These contract liabilities are reflected as Other current liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets and were $16 million and $1 million at June 30, 2021 and $22 million and $6 million at December 31, 2020, respectively. These amounts are reflected as revenue over the term of the arrangement (typically 3 to 7 years) as the underlying products are shipped and represent the Company’s remaining performance obligations as of the end of the period.

Sales to certain aftermarket customers provide to the customers a right of return. The Company recognizes an estimated return asset (and adjusts for cost of sales) for the right to recover the products returned by the customer. ASC Topic 606 requires that return assets be presented separately from inventory. As of June 30, 2021 and December 31, 2020, the Company had return assets of $8 million recorded in Prepayments and other current assets.

The Company continually seeks business development opportunities and at times provides customer incentives for new program awards. When the Company determines that the payments are incremental and incurred only if the new business is obtained and expects to recover these amounts from the customer over the term of the new business arrangement, the Company capitalizes these amounts. As of June 30, 2021 and December 31, 2020, the Company recorded customer incentive payments of $43 million in Prepayments and other current assets, and $148 million and $166 million in Other non-current assets in the Condensed Consolidated Balance Sheets, respectively.

The following tables represent a disaggregation of revenue from contracts with customers by reporting segment and region and reflects the results of former Delphi Technologies entities in the three and six months ended June 30, 2021. Refer to Note 22, “Reporting Segments And Related Information,” to the Condensed Consolidated Financial Statements for more information.

	Three Months Ended June 30, 2021
(In millions)	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Aftermarket		Total
North America	$	464	$	453	$	1	$	84	$	1,002
Europe	785		251		259		108		1,403
Asia	531		584		147		17		1,279
Other	38		6		17		13		74
Total	$	1,818	$	1,294	$	424	$	222	$	3,758
	Three Months Ended June 30, 2020
(In millions)	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Aftermarket		Total
North America	$	167	$	190	$	—	$	—	$	357
Europe	338		90		—		—		428
Asia	306		324		—		—		630
Other	8		3		—		—		11
Total	$	819	$	607	$	—	$	—	$	1,426
	Six Months Ended June 30, 2021
(In millions)	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Aftermarket		Total
North America	$	996	$	988	$	4	$	151	$	2,139
Europe	1,618		527		530		210		2,885
Asia	1,103		1,186		284		30		2,603
Other	69		12		32		27		140
Total	$	3,786	$	2,713	$	850	$	418	$	7,767
	Six Months Ended June 30, 2020
(In millions)	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Aftermarket		Total
North America	$	554	$	613	$	—	$	—	$	1,167
Europe	1,049		281		—		—		1,330
Asia	597		566		—		—		1,163
Other	38		7		—		—		45
Total	$	2,238	$	1,467	$	—	$	—	$	3,705

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RESTRUCTURING

6 Months Ended

Jun. 30, 2021

Restructuring and Related Activities [Abstract]

RESTRUCTURING

RESTRUCTURING

The Company’s restructuring activities are undertaken, as necessary, to execute management’s strategy and streamline operations, consolidate and take advantage of available capacity and resources, and ultimately achieve net cost reductions. Restructuring activities include efforts to integrate and rationalize the Company’s business and to relocate operations to best cost locations.

The Company’s restructuring expenses consist primarily of employee termination benefits (principally severance and/or termination benefits) and other costs, which are primarily professional fees and costs related to facility closures and exits.

	Three Months Ended June 30, 2021
(in millions	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Corporate		Total
Employee termination benefits	$	9	$	3	$	24	$	—	$	36
Other	3		20		—		3		26
Total restructuring expense	$	12	$	23	$	24	$	3	$	62
	Three Months Ended June 30, 2020
	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Corporate		Total
Employee termination benefits	$	11	$	17	$	—	$	—	$	28
Other	5		4		—		—		9
Total restructuring expense	$	16	$	21	$	—	$	—	$	37
	Six Months Ended June 30, 2021
	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Corporate		Total
Employee termination benefits	$	23	$	7	$	27	$	—	$	57
Other	6		26		—		3		35
Total restructuring expense	$	29	$	33	$	27	$	3	$	92
	Six Months Ended June 30, 2020
	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Corporate		Total
Employee termination benefits	$	22	$	18	$	—	$	—	$	40
Other	7		5		—		—		12
Total restructuring expense	$	29	$	23	$	—	$	—	$	52

The following tables display a rollforward of the restructuring liability recorded within the Company’s Condensed Consolidated Balance Sheets and the related cash flow activity:

(in millions	Employee Benefit Terminations		Other		Total
Balance at January 1, 2021	$	160	$	13	$	173
Restructuring expense, net	57		35		92
Cash payments	(82)		(39)		(121)
Foreign currency translation adjustment	(1)		1		—
Balance at June 30, 2021	134		10		144
Less: Non-current restructuring liability	37		3		40
Current restructuring liability at June 30, 2021	$	97	$	7	$	104
	Employee Benefit Terminations		Other		Total
Balance at January 1, 2020	$	34	$	—	$	34
Restructuring expense, net	40		12		52
Cash payments	(28)		(2)		(30)
Balance at June 30, 2020	46		10		56
Less: Non-current restructuring liability	13		—		13
Current restructuring liability at June 30, 2020	$	33	$	10	$	43

In February 2020, the Company announced a restructuring plan to address existing structural costs. During the three and six months ended June 30, 2021, the Company recorded $37 million and $61 million of restructuring charges related to this plan, respectively. During the three and six months ended June 30, 2020, the Company recorded $37 million and $52 million of restructuring charges related to this plan, respectively. Cumulatively, the Company has incurred $209 million of restructuring charges related to this plan. This plan is expected to result in a total of $300 million of restructuring costs through 2022. Nearly all of the restructuring charges associated with this plan are expected to be cash expenditures.

In 2019, legacy Delphi Technologies announced a restructuring plan to reshape and realign its global technical center footprint and reduce salaried and contract staff. The Company continued actions under this program post-acquisition and has recorded cumulative charges of $33 million since October 1, 2020, including approximately $31 million in restructuring charges during the six months ended June 30, 2021. Although a majority of the actions under this program have been completed, the Company does expect additional charges, which could be significant, for actions subject to negotiations with employee works council and other employee representatives.

During the three and six months ended June 30, 2021 and 2020, the Company incurred restructuring expenses primarily related to the following actions, related to the two plans discussed above:

Air Management

•During the three and six months ended June 30, 2021, the segment recorded $12 million and $27 million of restructuring cost, respectively, primarily related to severance costs, professional fees and a voluntary termination program to reduce existing structural costs.

•During the six months ended June 30, 2021, the segment recorded $2 million primarily related to severance costs under a legacy Delphi Technologies restructuring plan to realign its global technical center footprint and implement headcount reductions.

•During the three and six months ended June 30, 2020, the segment recorded $16 million and $29 million of restructuring costs, respectively, of which $5 million and $13 million related to a voluntary termination program where approximately 350 employees accepted termination packages and $7 million and $12 million related to severance costs and professional fees for specific actions to reduce structural costs. During the three and six months ended June 30, 2020, the segment also recorded $3 million of employee termination benefits related to the announced closure of a facility in Europe affecting approximately 200 employees.

e-Propulsion & Drivetrain

•During the three and six months ended June 30, 2021, the segment recorded $5 million and $10 million, respectively, primarily related to severance costs, equipment relocation and professional fees to reduce existing structural costs. During the three and six months ended June 30, 2021, the segment recorded $19 million and $23 million related to contractual settlements, professional fees and other costs associated with the announced closure of a facility in Europe.

•During the three and six months ended June 30, 2020, the segment recorded $3 million and $5 million, respectively, primarily related to professional fees for actions to reduce structural costs and severance costs. During the three and six months ended June 30, 2020, the segment also recorded $17 million of employee termination benefits related to the announced closure of a facility in Europe affecting approximately 350 employees.

Fuel Injection

•During the three and six months ended June 30, 2021, the segment recorded $24 million and $27 million, respectively, primarily related to severance costs under a legacy Delphi Technologies restructuring plan to realign its global technical center footprint and implement headcount reductions. These benefits are subject to negotiation with labor unions, which could result in additional restructuring expenses.

Estimates of restructuring expense are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring expenses, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established accruals.

The Company continues to evaluate different options across its operations to reduce existing structural costs over the next few years. The Company will recognize restructuring expense associated with any future actions at the time they are approved and become probable or are incurred. Any future actions could result in significant restructuring expense.

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RESEARCH AND DEVELOPMENT COSTS

6 Months Ended

Jun. 30, 2021

Research and Development [Abstract]

RESEARCH AND DEVELOPMENT COSTS

RESEARCH AND DEVELOPMENT COSTS The Company’s net Research & Development (“R&D”) expenditures are included in selling, general and administrative expenses of the Condensed Consolidated Statements of Operations. Customer reimbursements are netted against gross R&D expenditures as they are considered a recovery of cost. Customer reimbursements for prototypes are recorded net of prototype costs based on customer contracts, typically either when the prototype is shipped or when it is accepted by the customer. Customer reimbursements for engineering services are recorded when performance obligations are satisfied in accordance with the contract. Financial risks and rewards transfer upon shipment, acceptance of a prototype component by the customer or upon completion of the performance obligation, as stated in the respective customer agreement. The Company has contracts with several customers relating to R&D activities that the Company performs at the Company’s various R&D locations.

The following table presents the Company’s gross and net expenditures on R&D activities:

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Gross R&D expenditures	$	224	$	103	$	444	$	221
Customer reimbursements	(58)		(15)		(95)		(24)
Net R&D expenditures	$	166	$	88	$	349	$	197

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OTHER OPERATING EXPENSE, NET

6 Months Ended

Jun. 30, 2021

Other Income and Expenses [Abstract]

OTHER OPERATING EXPENSE, NET

OTHER OPERATING EXPENSE, NET

Items included in Other operating expense, net consist of:

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Restructuring expense (Note 5)	$	62	$	37	$	92	$	52
Merger, acquisition and divestiture expense	15		21		28		42
Loss on sale	7		—		7		—
Asset impairments	—		17		—		17
Net gain on insurance recovery for property damage	—		(6)		(2)		(6)
Other income, net	(3)		(1)		(6)		(1)
Other operating expense, net	$	81	$	68	$	119	$	104

Merger, acquisition and divestiture expense: During the three months ended June 30, 2021, the Company recorded merger, acquisition and divestiture expense of $15 million, primarily related to professional fees associated with the acquisition of AKASOL. During the six months ended June 30, 2021, the Company recorded merger, acquisition and divestiture expense of $28 million, primarily related to professional fees for integration and other support associated with the Company’s acquisition of Delphi Technologies completed on October 1, 2020 and the AKASOL acquisition. During the three and six months ended June 30, 2020, the Company recorded merger, acquisition and divestiture expense of $21 million and $42 million, respectively, primarily related to professional fees associated with the Company’s acquisition of Delphi Technologies.

Loss on sale: During the three months ended June 30, 2021, the Company recorded a loss of $7 million in connection with the sale of an e-Propulsion & Drivetrain technical center in Europe.

Asset impairments: During the three and six months ended June 30, 2020, the Company recorded asset impairment costs of $9 million in the Air Management segment and $8 million in the e-Propulsion & Drivetrain segment, related to the write down of property, plant and equipment associated with the announced closures of two European facilities.

Net gain on insurance recovery for property damage: During the six months ended June 30, 2021 and 2020, the Company recorded a $2 million and $6 million net gain, respectively, from insurance recovery proceeds, which primarily represents the amount received for replacement cost in excess of carrying value for losses sustained from a tornado that damaged the Company’s plant in Seneca, South Carolina.

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INCOME TAXES

6 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Company’s provision for income taxes is based upon an estimated annual tax rate for the year applied to federal, state and foreign income. On a quarterly basis, the annual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter.

The Company’s effective tax rate for the six months ended June 30, 2021 and 2020 was 16% and 45%, respectively. During the six-month period ended June 30, 2021, unrecognized tax benefits and accrued interest were decreased for the lapse of the statute of limitations in a non-US jurisdiction for a tax holiday matter which, net of unrecognized foreign tax credits, resulted in a $55 million tax benefit. Additionally, an increase in the United Kingdom (“UK”) tax rate from 19% to 25% effective April 1, 2023 was enacted in June 2021 resulting in a discrete tax benefit of $20 million as a result of the revaluation of net deferred tax asset balances. Further, the Company’s effective tax rate includes a net discrete tax benefit of $24 million primarily related to changes to certain withholding rates applied to unremitted earnings. The 2020 rate was unfavorably impacted by $94 million of restructuring expenses and merger, acquisition and divestiture expenses that were largely non-deductible for tax purposes, resulting in only $9 million of tax benefit being recognized. This rate was further unfavorably impacted by $26 million of asset impairment charges for which no tax benefit was recognized as full valuation allowances were recorded against the corresponding deferred tax assets. The Company also recorded reductions in income tax expense of $10 million for other one-time adjustments primarily related to tax law changes in India that were enacted during the first three months of 2020 and the release of certain unrecognized tax benefits due to the closure of an audit.

The Company’s effective tax rate for the three months ended June 30, 2021 and 2020 was 9% and 6%, respectively. During the three-month period ended June 30, 2021, unrecognized tax benefits and accrued interest were decreased for the lapse of the statute of limitations in a non-US jurisdiction for a tax holiday matter which, net of unrecognized foreign tax credits, resulted in a $55 million tax benefit. Additionally, an increase in the UK tax rate from 19% to 25% effective April 1, 2023 was enacted in June 2021 resulting in a discrete tax benefit of $20 million as a result of the revaluation of net deferred tax asset balances. The 2020 rate includes restructuring expenses, merger, acquisition and divestiture expenses, and asset impairment costs that are largely non-deductible for tax purposes. During the three months ended June 30, 2020, the Company recorded $75 million of such expenses for which only a $5 million tax benefit was recognized.

The annual effective tax rates differ from the U.S. statutory rate primarily due to foreign rates which vary from those in the U.S., jurisdictions with pretax losses for which no tax benefit could be realized, U.S. taxes on foreign earnings, the realization of certain business tax credits (including foreign tax credits), and permanent differences between book and tax treatment for certain items (including equity in affiliates’ earnings).

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INVENTORIES, NET

6 Months Ended

Jun. 30, 2021

Inventory Disclosure [Abstract]

INVENTORIES, NET

INVENTORIES, NET

A summary of Inventories, net is presented below:

	June 30,		December 31,
(in millions)	2021		2020
Raw material and supplies	$	1,014	$	827
Work in progress	181		150
Finished goods	396		324
FIFO inventories	1,591		1,301
LIFO reserve	(24)		(15)
Inventories, net	$	1,567	$	1,286

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OTHER CURRENT AND NON-CURRENT ASSETS

6 Months Ended

Jun. 30, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER CURRENT AND NON-CURRENT ASSETS

OTHER CURRENT AND NON-CURRENT ASSETS

Additional detail related to assets is presented below:

	June 30,		December 31,
(in millions)	2021		2020
Prepayments and other current assets:
Prepaid tooling	$	95	$	84
Prepaid taxes	58		64
Customer incentive payments (Note 4)	43		43
Prepaid engineering	32		33
Contract assets (Note 4)	22		16
Other	89		72
Total prepayments and other current assets	$	339	$	312
Investments and other long-term receivables:
Investment in equity affiliates	$	292	$	297
Equity securities (Note 3)	203		472
Other long-term receivables	51		51
Total investments and other long-term receivables	$	546	$	820
Other non-current assets:
Deferred income taxes	$	317	$	291
Operating leases	209		211
Customer incentive payments (Note 4)	148		166
Other	74		60
Total other non-current assets	$	748	$	728

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GOODWILL AND OTHER INTANGIBLES

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLES

GOODWILL AND OTHER INTANGIBLES

During the fourth quarter of each year, the Company assesses its goodwill assigned to each of its reporting units. In addition, the Company may test goodwill in between annual test dates if an event occurs or circumstances change that could more-likely-than-not reduce the fair value of a reporting unit below its carrying value. No events or circumstances were noted in the first half of 2021 requiring additional assessment or testing. Future changes in the judgments, assumptions and estimates from those used in acquisition-related valuations and goodwill impairment testing, including discount rates or future operating results and related cash flow projections, could result in significantly different estimates of the fair values in the future. An increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially affect the Company’s financial statements in any given year.

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	—		12		11		23
Other, primarily translation adjustment	(11)		(22)		1		(32)
Ending balance, June 30, 2021	$	1,711	$	1,303	$	311	$	3,325

The Company’s other intangible assets, primarily from acquisitions, consist of the following:

		June 30, 2021						December 31, 2020
(in millions)	Estimated useful lives (years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:
Patented and unpatented technology	7 - 15	$	449	$	88	$	361	$	383	$	77	$	306
Customer relationships	7 - 15	918		290		628		893		272		621
Miscellaneous	1 - 13	24		7		17		10		7		3
Total amortized intangible assets		1,391		385		1,006		1,286		356		930
Unamortized trade names		166		—		166		166		—		166
Total other intangible assets		$	1,557	$	385	$	1,172	$	1,452	$	356	$	1,096

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PRODUCT WARRANTY

6 Months Ended

Jun. 30, 2021

Product Warranties Disclosures [Abstract]

PRODUCT WARRANTY

PRODUCT WARRANTY

The Company provides warranties on some, but not all, of its products. The warranty terms are typically from one to three years. Provisions for estimated expenses related to product warranty are made at the time products are sold. These estimates are established using historical information about the nature, frequency and average cost of warranty claim settlements as well as product manufacturing and industry developments and recoveries from third parties. Management actively studies trends of warranty claims and takes action to improve product quality and minimize warranty claims. Management believes that the warranty accrual is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the accrual. The product warranty accrual is allocated to current and non-current liabilities in the Condensed Consolidated Balance Sheets.

The following table summarizes the activity in the product warranty accrual accounts:

(in millions)	2021		2020
Beginning balance, January 1	$	253	$	116
Provisions for current period sales	52		27
Adjustments of prior estimates	17		5
Payments	(73)		(28)
Translation adjustment	(3)		(1)
Ending balance, June 30	$	246	$	119

The product warranty liability is classified in the Condensed Consolidated Balance Sheets as follows:

	June 30,		December 31,
(in millions)	2021		2020
Other current liabilities	$	137	$	164
Other non-current liabilities	109		89
Total product warranty liability	$	246	$	253

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NOTES PAYABLE AND DEBT

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

NOTES PAYABLE AND DEBT

NOTES PAYABLE AND DEBT

As of June 30, 2021 and December 31, 2020, the Company had debt outstanding as follows:

	June 30,		December 31,
(in millions)	2021		2020
Short-term borrowings	$	1	$	45
Long-term debt
1.800% Senior notes due 11/07/22 (€500 million par value)	—		609
3.375% Senior notes due 03/15/25 ($500 million par value)	498		498
5.000% Senior notes due 03/15/25 ($800 million par value)*	901		912
2.650% Senior notes due 07/01/27 ($1,100 million par value)	1,089		1,088
7.125% Senior notes due 02/15/29 ($121 million par value)	119		119
1.000% Senior Notes due 05/19/31 (€1,000 million par value)	1,164		—
4.375% Senior notes due 03/15/45 ($500 million par value)	494		494
Term loan facilities, finance leases and other	95		22
Total long-term debt	4,360		3,742
Less: current portion	12		4
Long-term debt, net of current portion	$	4,348	$	3,738

________________

*Includes the fair value step-up from the Delphi Technologies acquisition, which was based on observable market data and will be amortized as a reduction to interest expense over the remaining life of the instrument using the effective interest method.

The Company may utilize uncommitted lines of credit for short-term working capital requirements. As of June 30, 2021 and December 31, 2020, the Company had $1 million and $45 million, respectively, in borrowings under these facilities, which are classified in Notes payable and short-term debt on the Condensed Consolidated Balance Sheets. During the three months ended June 30, 2021, the Company repaid $46 million of existing short-term borrowings.

On May 19, 2021, in anticipation of the acquisition of AKASOL and to refinance the Company's €500 million 1.800% senior notes due in November 2022, the Company issued €1.0 billion in 1.000% senior notes due May 2031. Interest is payable annually in arrears on May 19 of each year. These senior notes are not guaranteed by any of the Company’s subsidiaries. On June 18, 2021, the Company repaid its €500 million 1.800% senior notes due November 2022 and incurred a loss on debt extinguishment of $20 million, which is reflected in Interest expense in the Condensed Consolidated Statement of Operations.

On February 19, 2021, the Company entered into a $900 million, 364-day delayed draw term loan facility to satisfy certain cash confirmation requirements in support of the proposed acquisition of AKASOL. The facility was cancelled on May 19, 2021 in accordance with its terms, following the Company’s issuance of the €1.0 billion in senior notes.

The Company has a $2.0 billion multi-currency revolving credit facility which allows the Company the ability to increase the facility by $1.0 billion with bank group approval. The credit agreement contains customary events of default and one key financial covenant, which is a debt-to-EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) ratio. The Company was in compliance with the financial covenant at June 30, 2021. At June 30, 2021 and December 31, 2020, the Company had no outstanding borrowings under this facility.

The Company’s commercial paper program allows the Company to issue up to $2.0 billion of short-term, unsecured commercial paper notes under the limits of its multi-currency revolving credit facility. Under this program, the Company may issue notes from time to time and use the proceeds for general corporate purposes. The Company had no outstanding borrowings under this program as of June 30, 2021 and December 31, 2020.

The total current combined borrowing capacity under the multi-currency revolving credit facility and commercial paper program cannot exceed $2 billion.

As of June 30, 2021 and December 31, 2020, the estimated fair values of the Company’s senior unsecured notes totaled $4,551 million and $4,052 million, respectively. The estimated fair values were $286 million higher than their carrying value at June 30, 2021 and $332 million higher than their carrying value at December 31, 2020. Fair market values of the senior unsecured notes are developed using observable values for similar debt instruments, which are considered Level 2 inputs as defined by ASC Topic 820. The carrying values of the Company's multi-currency revolving credit facility and commercial paper program approximates fair value. The fair value estimates do not necessarily reflect the values the Company could realize in the current markets.

The Company had outstanding letters of credit of $33 million at June 30, 2021 and December 31, 2020. The letters of credit typically act as guarantees of payment to certain third parties in accordance with specified terms and conditions.

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OTHER CURRENT AND NON-CURRENT LIABILITIES

6 Months Ended

Jun. 30, 2021

Other Liabilities Disclosure [Abstract]

OTHER CURRENT AND NON-CURRENT LIABILITIES

OTHER CURRENT AND NON-CURRENT LIABILITIES

Additional detail related to liabilities is presented in the table below:

	June 30,		December 31,
(in millions)	2021		2020
Other current liabilities:
Payroll and employee related	$	318	$	301
Customer related	244		198
Product warranties (Note 12)	137		164
Income taxes payable	124		102
Employee termination benefits (Note 5)	97		101
Indirect taxes	69		69
Accrued freight	52		41
Operating leases	48		47
Dividends payable	39		6
Interest	32		18
Insurance	19		20
Retirement related	16		16
Contract liabilities (Note 4)	16		22
Other	271		304
Total other current liabilities	$	1,482	$	1,409
Other non-current liabilities:
Deferred income taxes	$	264	$	276
Non-current income tax liabilities	248		300
Operating leases	168		172
Derivative instruments	121		162
Product warranties (Note 12)	109		89
Deferred income	63		55
Employee termination benefits (Note 5)	37		59
Other	80		68
Total other non-current liabilities	$	1,090	$	1,181

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

ASC Topic 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair values as follows:

Level 1:Observable inputs such as quoted prices for identical assets or liabilities in active markets;

Level 2:Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3:Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in ASC Topic 820:

A.Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business.

B.Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).

C.Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing and excess earnings models).

The following tables classify assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020:

			Basis of fair value measurements
(in millions)	Balance at June 30, 2021		Quoted prices in active markets for identical items (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Valuation technique
Assets:
Investment in equity securities	$	156	$	156	$	—	$	—	A
Foreign currency contracts	$	16	$	—	$	16	$	—	A
Net investment hedge contracts	$	6	$	—	$	6	$	—	A
Liabilities:
Foreign currency contracts	$	12	$	—	$	12	$	—	A
Net investment hedge contracts	$	120	$	—	$	120	$	—	A

			Basis of fair value measurements
(in millions)	Balance at December 31, 2020		Quoted prices in active markets for identical items (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Valuation technique
Assets:
Investment in equity securities	$	432	$	432	$	—	$	—	A
Foreign currency contracts	$	5	$	—	$	5	$	—	A
Liabilities:
Foreign currency contracts	$	6	$	—	$	6	$	—	A
Net investment hedge contracts	$	161	$	—	$	161	$	—	A

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FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTSThe Company’s financial instruments include cash and cash equivalents, marketable securities and accounts receivable. Due to the short-term nature of these instruments, their book value approximates their fair value. The Company’s financial instruments may also include long-term debt, investments in equity securities, interest rate and cross-currency swaps, commodity derivative contracts and foreign currency derivative contracts. All derivative contracts are placed with counterparties that have an S&P, or equivalent, investment grade credit rating at the time of the contracts’ placement. At June 30, 2021 and December 31, 2020, the Company had no derivative contracts that contained credit risk-related contingent features.

The Company, at times, uses certain commodity derivative contracts to protect against commodity price changes related to forecasted raw material and component purchases. At June 30, 2021 and December 31, 2020, the Company had no material commodity derivative contracts. The Company primarily utilizes forward and option contracts, which are designated as cash flow hedges.

The Company manages its interest rate risk by balancing its exposure to fixed and variable rates while attempting to optimize its interest costs. The Company, at times, selectively uses interest rate swaps and options to reduce market value risk associated with changes in interest rates (fair value hedges and cash flow hedges). At June 30, 2021 and December 31, 2020, the Company had no outstanding interest rate swaps or options.

The Company uses foreign currency forward and option contracts to protect against exchange rate movements for forecasted cash flows, including capital expenditures, purchases, operating expenses or sales transactions designated in currencies other than the functional currency of the operating unit. In addition, the Company uses foreign currency forward contracts to hedge exposure associated with its net investment in certain foreign operations (net investment hedges). During the three months ended June 30, 2021, the Company repaid its €500 million 1.800% senior notes due November 2022, which was designated as a net investment hedge resulting in a deferred loss of $50 million that will remain in accumulated other comprehensive loss until the net investment is sold, completely liquidated or substantially liquidated. The Company has designated the €1.0 billion in 1.000% senior notes due May 2031, issued in May 2021, as a net investment hedge of the Company’s investment in its European subsidiaries. Foreign currency derivative contracts require the Company, at a future date, to either buy or sell foreign currency in exchange for the operating units’ local currency. At June 30, 2021 and December 31, 2020, the following foreign currency derivative contracts were outstanding:

Foreign currency derivatives (in millions)*
Functional Currency	Traded Currency	Notional in traded currency June 30, 2021	Notional in traded currency December 31, 2020	Ending Duration
British pound	Euro	99	97	Dec - 22
Chinese renminbi	US dollar	113	113	Dec - 22
Chinese renminbi	Euro	28	—	Dec - 21
Euro	Chinese renminbi	218	—	Dec - 21
Euro	Hungarian forint	4,322	—	Dec - 21
Euro	Polish zloty	291	147	Dec - 22
Euro	Swedish krona	120	—	Dec - 21
Euro	Korean won	14,000	—	Nov - 21
Euro	US dollar	61	41	Dec - 22
Indian rupee	US dollar	14	—	Dec - 21
Korean won	US dollar	23	19	Dec - 21
US dollar	British pound	11	—	Dec - 22
US dollar	Euro	27	55	Oct - 21
US dollar	Korean won	102,119	15,000	Dec - 22
US dollar	Singapore dollar	41	47	Dec - 22
US dollar	Thailand baht	1,720	—	May - 22
US dollar	Mexican peso	1,672	1,178	Dec - 22
*Table above excludes non-significant traded currency pairings with total notional amounts less than $10 million U.S. dollar equivalent as of June 30, 2021 and December 31, 2020.

The Company selectively uses cross-currency swaps to hedge the foreign currency exposure associated with its net investment in certain foreign operations (net investment hedges). At June 30, 2021 and December 31, 2020, the following cross-currency swap contracts were outstanding:

	Cross-currency swaps
(millions of dollars)	June 30, 2021		December 31, 2020		Ending duration
US dollar to Euro:
Fixed receiving notional	$	500	$	500	Mar - 25
Fixed paying notional	€	450	€	450	Mar - 25
US dollar to Euro:
Fixed receiving notional	$	1,100	$	1,100	Jul - 27
Fixed paying notional	€	976	€	976	Jul - 27
US dollar to Japanese yen:
Fixed receiving notional	$	100	$	100	Feb - 23
Fixed paying notional	¥	10,798	¥	10,978	Feb - 23

At June 30, 2021 and December 31, 2020, the following amounts were recorded in the Condensed Consolidated Balance Sheets as being payable to or receivable from counterparties under ASC Topic 815:

(in millions)	Assets					Liabilities
Derivatives designated as hedging instruments Under 815:	Location	June 30, 2021		December 31, 2020		Location	June 30, 2021		December 31, 2020
Foreign currency	Prepayments and other current assets	$	7	$	1	Other current liabilities	$	10	$	4
Foreign currency	Other non-current assets	$	1	$	—	Other non-current liabilities	$	1	$	1
Net investment hedges	Other non-current assets	$	6	$	—	Other non-current liabilities	$	120	$	161
Derivatives not designated as hedging instruments:
Foreign currency	Prepayments and other current assets	$	7	$	4	Other current liabilities	$	1	$	1
Foreign currency	Other non-current assets	$	1	$	—	Other non-current liabilities	$	—	$	—

Effectiveness for cash flow hedges is assessed at the inception of the hedging relationship and quarterly, thereafter. Gains and losses arising from these contracts that are included in the assessment of effectiveness are deferred into accumulated other comprehensive loss (“AOCI”) and reclassified into income as the underlying operating transactions are recognized. These realized gains or losses offset the hedged transaction and are recorded on the same line in the statement of operations. The initial value of any component excluded from the assessment of effectiveness will be recognized in income using a systematic and rational method over the life of the hedging instrument. Any difference between the change in fair value of the excluded component and amounts recognized in income under that systematic and rational method will be recognized in AOCI.

Effectiveness for net investment hedges is assessed at the inception of the hedging relationship and quarterly, thereafter. Gains and losses arising from these contracts that are included in the assessment of effectiveness are deferred into foreign currency translation adjustments and only released when the subsidiary being hedged is sold or substantially liquidated. The initial value of any component excluded from the assessment of effectiveness will be recognized in income using a systematic and rational method over the life of the hedging instrument. Any difference between the change in fair value of the

excluded component and amounts recognized in income under that systematic and rational method will be recognized in AOCI.

The table below shows deferred gains (losses) reported in AOCI as well as the amount expected to be reclassified to income in one year or less for designated net investment hedges. The amount expected to be reclassified to income in one year or less assumes no change in the current relationship of the hedged item at June 30, 2021 market rates.

(in millions)	Deferred gain (loss) in AOCI at				Gain (loss) expected to be reclassified to income in one year or less
Contract Type	June 30, 2021		December 31, 2020
Net investment hedges:
Foreign currency	$	(7)	$	(1)	$	—
Cross-currency swaps	(114)		(161)		—
Foreign currency-denominated debt	19		(68)		—
Total	$	(102)	$	(230)	$	—

Derivative instruments designated as hedging instruments as defined by ASC Topic 815 held during the period resulted in the following gains and losses recorded in income:

	Three Months Ended June 30, 2021
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income(loss) line items in which the effects of cash flow hedges are recorded	$	3,758	$	2,996	$	364	$	63
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	3
Gain (loss) reclassified from AOCI to income	$	—	$	1	$	—
	Six Months Ended June 30, 2021
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income(loss) line items in which the effects of cash flow hedges are recorded	7,767		6,187		741		$	(22)
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	(3)
Gain (loss) reclassified from AOCI to income	$	—	$	1	$	—

	Three Months Ended June 30, 2020
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income(loss) line items in which the effects of cash flow hedges are recorded	$	1,426	$	1,252	$	184	$	14
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	1
Gain (loss) reclassified from AOCI to income	$	—	$	—	$	(1)
	Six Months Ended June 30, 2020
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income(loss) line items in which the effects of cash flow hedges are recorded	$	3,705	$	3,084	$	397	$	(60)
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	(2)
Gain (loss) reclassified from AOCI to income	$	—	$	—	$	(1)

The gains or losses recorded in income related to components excluded from the assessment of effectiveness for derivative instruments designated as cash flow hedges were immaterial for the periods presented.

Gains and (losses) on derivative instruments designated as net investment hedges were recognized in other comprehensive income (loss) during the periods presented below.

(in millions)	Three Months Ended June 30,				Six Months Ended June 30,
Net investment hedges	2021		2020		2021		2020
Foreign currency	$	1	$	—	$	(6)	$	1
Cross-currency swaps	$	3	$	(17)	$	47	$	18
Foreign currency-denominated debt	$	12	$	(10)	$	37	$	(2)

Derivatives designated as net investment hedge instruments, as defined by ASC Topic 815, held during the period resulted in the following gains recorded in Interest expense on components excluded from the assessment of effectiveness:

(in millions)	Three Months Ended June 30,				Six Months Ended June 30,
Net investment hedges	2021		2020		2021		2020
Cross-currency swaps	$	5	$	3	$	10	$	7

There were no gains or losses recorded in income related to components excluded from the assessment of effectiveness for foreign currency-denominated debt designated as net investment hedges. There were no gains and losses reclassified from AOCI for net investment hedges during the periods presented.

Derivatives not designated as hedging instruments are used to hedge remeasurement exposures of monetary assets and liabilities denominated in currencies other than the operating units' functional currency. These derivatives resulted in the following gains recorded in income:

(in millions)		Three Months Ended June 30,				Six Months Ended June 30,
Contract Type	Location	2021		2020		2021		2020
Foreign Currency	Selling, general and administrative expenses	$	4	$	—	$	5	$	3

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RETIREMENT BENEFIT PLANS

6 Months Ended

Jun. 30, 2021

Retirement Benefits [Abstract]

RETIREMENT BENEFIT PLANS

RETIREMENT BENEFIT PLANS

The Company has a number of defined benefit pension plans and other postretirement benefit plans covering eligible salaried and hourly employees and their dependents. The estimated contributions to the Company's defined benefit pension plans for 2021 range from $15 million to $25 million, of which $12 million has been contributed through the first six months of the year. The other postretirement benefit plans, which provide medical and life insurance benefits, are funded on a pay-as-you-go basis.

The components of net periodic benefit (income) cost recorded in the Condensed Consolidated Statements of Operations are as follows:

	Pension benefits								Other postretirement employee benefits
(in millions)	2021				2020
Three Months Ended June 30,	US		Non-US		US		Non-US		2021		2020
Service cost	$	—	$	7	$	—	$	5	$	—	$	—
Interest cost	—		7		2		3		—		—
Expected return on plan assets	(2)		(21)		(2)		(6)		—		—
Amortization of unrecognized prior service credit	—		—		—		—		(1)		—
Amortization of unrecognized loss	—		4		—		2		1		—
Net periodic benefit (income) cost	$	(2)	$	(3)	$	—	$	4	$	—	$	—
	Pension benefits								Other postretirement employee benefits
(in millions)	2021				2020
Six Months Ended June 30,	US		Non-US		US		Non-US		2021		2020
Service cost	$	—	$	13	$	—	$	10	$	—	$	—
Interest cost	1		15		3		5		—		1
Expected return on plan assets	(5)		(42)		(5)		(12)		—		—
Amortization of unrecognized prior service credit	—		—		—		—		(1)		(1)
Amortization of unrecognized loss	1		7		1		5		1		—
Net periodic benefit (income) cost	$	(3)	$	(7)	$	(1)	$	8	$	—	$	—

The components of net periodic benefit (income) cost other than the service cost component are included in Other postretirement income in the Condensed Consolidated Statements of Operations.

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STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2021

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY The changes of the Stockholders’ Equity items during the three and six months ended June 30, 2021 and 2020, are as follows:

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests
Balance, March 31, 2021	$	3	$	2,589	$	(1,810)	$	6,321	$	(736)	$	287
Dividends declared ($0.17 per share*)	—		—		—		(41)		—		(4)
Net issuance for executive stock plan	—		3		—		—		—		—
Net issuance of restricted stock	—		10		—		—		—		—
Acquisition of AKASOL	—		—		—		—		—		96
Purchase of noncontrolling interest	—		—		—		—		—		(33)
Net earnings	—		—		—		247		—		27
Other comprehensive loss	—		—		—		—		63		—
Balance, June 30, 2021	$	3	$	2,602	$	(1,810)	$	6,527	$	(673)	$	373

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests
Balance, March 31, 2020	$	3	$	1,109	$	(1,623)	$	6,036	$	(801)	$	140
Dividends declared ($0.17 per share*)	—		—		—		(35)		—		(2)
Net issuance of restricted stock	—		6		—		—		—		—
Net earnings	—		—		—		(98)		—		14
Other comprehensive income	—		—		—		—		14		—
Balance, June 30, 2020	$	3	$	1,115	$	(1,623)	$	5,903	$	(787)	$	152

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests
Balance, December 31, 2020	$	3	$	2,614	$	(1,834)	$	6,296	$	(651)	$	296
Dividends declared ($0.34 per share*)	—		—		—		(81)		—		(37)
Net issuance for executive stock plan	—		1		3		—		—		—
Net issuance of restricted stock	—		(13)		21		—		—		—
Acquisition of AKASOL	—		—		—		—		—		96
Purchase of noncontrolling interest	—		—		—		—		—		(33)
Net earnings	—		—		—		312		—		56
Other comprehensive loss	—		—		—		—		(22)		(5)
Balance, June 30, 2021	$	3	$	2,602	$	(1,810)	$	6,527	$	(673)	$	373

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests
Balance, December 31, 2019	$	3	$	1,145	$	(1,657)	$	5,942	$	(727)	$	138
Dividends declared ($0.34 per share*)	—		—		—		(70)		—		(5)
Net issuance for executive stock plan	—		(16)		12		—		—		—
Net issuance of restricted stock	—		(14)		22		—		—		—
Net earnings	—		—		—		31		—		22
Other comprehensive loss	—		—		—		—		(60)		(3)
Balance, June 30, 2020	$	3	$	1,115	$	(1,623)	$	5,903	$	(787)	$	152

____________________________________

* The dividends declared relate to BorgWarner common stock.

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ACCUMULATED OTHER COMPREHENSIVE LOSS

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE LOSS

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables summarize the activity within accumulated other comprehensive loss during the three and six months ended June 30, 2021 and 2020:

(in millions)	Foreign currency translation adjustments		Hedge instruments		Defined benefit retirement plans		Total
Beginning balance, March 31, 2021	$	(408)	$	(6)	$	(322)	$	(736)
Comprehensive (loss) income before reclassifications	60		3		(1)		62
Income taxes associated with comprehensive (loss) income before reclassifications	(3)		—		—		(3)
Reclassification from accumulated other comprehensive loss	—		1		4		5
Income taxes reclassified into net earnings	—		—		(1)		(1)
Ending balance, June 30, 2021	$	(351)	$	(2)	$	(320)	$	(673)

(in millions)	Foreign currency translation adjustments		Hedge instruments		Defined benefit retirement plans		Total
Beginning balance, March 31, 2020	$	(571)	$	(2)	$	(228)	$	(801)
Comprehensive (loss) income before reclassifications	8		—		—		8
Income taxes associated with comprehensive (loss) income before reclassifications	6		—		1		7
Reclassification from accumulated other comprehensive loss	—		1		(2)		(1)
Income taxes reclassified into net earnings	—		—		—		—
Ending balance, June 30, 2020	$	(557)	$	(1)	$	(229)	$	(787)

(in millions)	Foreign currency translation adjustments		Hedge instruments		Defined benefit retirement plans		Total
Balance, December 31, 2020	$	(321)	$	—	$	(330)	$	(651)
Comprehensive (loss) income before reclassifications	(13)		(3)		3		(13)
Income taxes associated with comprehensive (loss) income before reclassifications	(17)		—		1		(16)
Reclassification from accumulated other comprehensive loss	—		1		8		9
Income taxes reclassified into net earnings	—		—		(2)		(2)
Ending balance, June 30, 2021	$	(351)	$	(2)	$	(320)	$	(673)

(in millions)	Foreign currency translation adjustments		Hedge instruments		Defined benefit retirement plans		Total
Balance, December 31, 2019	$	(497)	$	—	$	(230)	$	(727)
Comprehensive (loss) income before reclassifications	(56)		(2)		6		(52)
Income taxes associated with comprehensive (loss) income before reclassifications	(4)		—		(1)		(5)
Reclassification from accumulated other comprehensive loss	—		1		(5)		(4)
Income taxes reclassified into net earnings	—		—		1		1
Ending balance, June 30, 2020	$	(557)	$	(1)	$	(229)	$	(787)

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CONTINGENCIES

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES

CONTINGENCIES

In the normal course of business, the Company is party to various commercial and legal claims, actions and complaints, including matters involving warranty claims, intellectual property claims, general liability and other risks. It is not possible to predict with certainty whether or not the Company will ultimately be successful in any of these commercial and legal matters or, if not, what the impact might be. The Company’s environmental contingencies are discussed below. The Company’s management does not expect that an adverse outcome in any of these other commercial and legal claims, actions and complaints will have a material adverse effect on the Company’s results of operations, financial position or cash flows, although such adverse outcome could be material to the results of operations in a particular quarter.

Environmental

The Company and certain of its current and former direct and indirect corporate predecessors, subsidiaries and divisions have been identified by the United States Environmental Protection Agency and certain state environmental agencies and private parties as potentially responsible parties (“PRPs”) at various hazardous waste disposal sites under the Comprehensive Environmental Response, Compensation and Liability Act (“Superfund”) and equivalent state laws and, as such, may presently be liable for the cost of clean-up and other remedial activities at 26 such sites as of June 30, 2021 and December 31, 2020. Responsibility for clean-up and other remedial activities at a Superfund site is typically shared among PRPs based on an allocation formula.

The Company believes that none of these matters, individually or in the aggregate, will have a material adverse effect on its results of operations, financial position or cash flows. Generally, this is because either the estimates of the maximum potential liability at a site are not material or the liability will be shared with other PRPs, although no assurance can be given with respect to the ultimate outcome of any such matter.

The Company had an accrual for environmental liabilities of $7 million as of June 30, 2021 and December 31, 2020 included in Other current and Other non-current liabilities in the Condensed Consolidated Balance Sheets. This accrual is based on information available to the Company (which, in most cases, includes an estimate of allocation of liability among PRPs; the probability that other PRPs, many of whom are large, solvent public companies, will fully pay the cost apportioned to them; currently available information from PRPs and/or federal or state environmental agencies concerning the scope of contamination and estimated remediation and consulting costs; and remediation alternatives).

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EARNINGS (LOSS) PER SHARE

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE

The Company presents both basic and diluted earnings per share of common stock (“EPS”) amounts. Basic EPS is calculated by dividing net earnings attributable to BorgWarner Inc. by the weighted average shares of common stock outstanding during the reporting period. Diluted EPS is calculated by dividing net earnings attributable to BorgWarner Inc. by the weighted average shares of common stock and common stock equivalents outstanding during the reporting period.

The dilutive impact of stock-based compensation is calculated using the treasury stock method. The treasury stock method assumes that the Company uses the assumed proceeds from the exercise of awards to repurchase common stock at the average market price during the period. The assumed proceeds under the treasury stock method include the purchase price that the grantee will pay in the future and compensation cost for future service that the Company has not yet recognized. The dilutive effects of performance-based stock awards are included in the computation of diluted earnings per share

at the level the related performance criteria are met through the respective balance sheet date. There were 778,962 of performance share units excluded from the computation of the diluted earnings for the three months ended June 30, 2021. There were 852,170 and 244,700 of performance share units excluded from the computation of the diluted earnings per share for the six months ended June 30, 2021 and 2020, respectively. These units were excluded, because the related performance criteria had not been met as of the balance sheet date.

The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share of common stock:

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per share amounts)	2021		2020		2021		2020
Basic earnings (loss) per share:
Net earnings (loss) attributable to BorgWarner Inc.	$	247	$	(98)	$	312	$	31
Weighted average shares of common stock outstanding	238.2		206.0		237.9		205.8
Basic earnings (loss) per share of common stock	$	1.03	$	(0.47)	$	1.31	$	0.15
Diluted earnings (loss) per share:
Net earnings (loss) attributable to BorgWarner Inc.	$	247	$	(98)	$	312	$	31
Weighted average shares of common stock outstanding	238.2		206.0		237.9		205.8
Effect of stock-based compensation*	1.4		—		1.1		0.6
Weighted average shares of common stock outstanding including dilutive shares	239.6		206.0		239.0		206.4
Diluted earnings (loss) per share of common stock	$	1.03	$	(0.47)	$	1.30	$	0.15
Anti-dilutive stock-based awards excluded from the calculation of diluted earnings per share:	—		—		—		—

____________________________________

* The Company had a loss for the three months ended June 30, 2020. As a result, diluted loss per share is the same as basic loss per share in the period, as any dilutive securities would reduce the loss per share. There were 2.8 million stock-based awards excluded from the computation of diluted earnings per share for the three months ended June 30, 2020.

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REPORTING SEGMENTS AND RELATED INFORMATION

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

REPORTING SEGMENTS AND RELATED INFORMATION

REPORTING SEGMENTS AND RELATED INFORMATION

The Company’s business is comprised of four reporting segments: Air Management, e-Propulsion & Drivetrain, Fuel Injection and Aftermarket. These segments are strategic business groups that are managed separately as each represents a specific grouping of related automotive components and systems.

The Company allocates resources to each segment based upon the projected after-tax return on invested capital (“ROIC”) of its business initiatives. ROIC is comprised of Segment Adjusted EBIT after deducting notional taxes compared to the projected average capital investment required. Segment Adjusted EBIT is comprised of earnings before interest, income taxes and noncontrolling interest (“EBIT”) adjusted for restructuring, merger, acquisition and divestiture expense, impairment charges, affiliates’ earnings and other items not reflective of ongoing operating income or loss.

Segment Adjusted EBIT is the measure of segment income or loss used by the Company. The Company believes Segment Adjusted EBIT is most reflective of the operational profitability or loss of our reporting segments. The following tables show segment information and Segment Adjusted EBIT for the Company’s reporting segments:

Net Sales by Reporting Segment

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Air Management	$	1,854	$	826	$	3,865	$	2,260
e-Propulsion & Drivetrain	1,337		607		2,803		1,467
Fuel Injection	480		—		955		—
Aftermarket	226		—		423		—
Inter-segment eliminations	(139)		(7)		(279)		(22)
Net sales	$	3,758	$	1,426	$	7,767	$	3,705

Segment Adjusted EBIT

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Air Management	$	277	$	28	$	599	$	236
e-Propulsion & Drivetrain	132		1		269		64
Fuel Injection	38		—		71		—
Aftermarket	32		—		53		—
Segment Adjusted EBIT	479		29		992		300
Corporate, including stock-based compensation	78		38		147		75
Restructuring expense	62		37		92		52
Merger, acquisition and divestiture expense	15		21		28		42
Loss on sale	7		—		7		—
Asset impairments	—		17		—		17
Net gain on insurance recovery for property damage	—		(6)		(2)		(6)
Equity in affiliates’ earnings, net of tax	(16)		(2)		(28)		(7)
Unrealized loss on equity securities	4		—		276		9
Interest income	(3)		(3)		(6)		(5)
Interest expense	42		18		63		30
Other postretirement income	(12)		(1)		(23)		(3)
Earnings (loss) before income taxes and noncontrolling interest	302		(90)		438		96
Provision (benefit) for income taxes	28		(6)		70		43
Net earnings (loss)	274		(84)		$	368	$	53
Net earnings attributable to noncontrolling interest, net of tax	27		14		56		22
Net earnings (loss) attributable to BorgWarner Inc.	$	247	$	(98)	$	312	$	31

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OPERATING CASH FLOWS AND OTHER SUPPLEMENTAL FINANCIAL INFORMATION

6 Months Ended

Jun. 30, 2021

Supplemental Cash Flow Elements [Abstract]

OPERATING CASH FLOWS AND OTHER SUPPLEMENTAL FINANCIAL INFORMATION

OPERATING CASH FLOWS AND OTHER SUPPLEMENTAL FINANCIAL INFORMATION

	Six Months Ended June 30,
(in millions)	2021		2020
OPERATING
Net earnings	$	368	$	53
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization	390		224
Restructuring expense, net of cash paid	59		45
Stock-based compensation expense	27		16
Loss on sale	7		—
Loss on debt extinguishment	20		—
Asset impairments	—		17
Deferred income tax benefit	(99)		(24)
Unrealized loss on equity securities	276		9
Gain on insurance recovery received for property damages	(2)		(9)
Other non-cash adjustments	(12)		(8)
Net earnings adjustments to reconcile to net cash flows from operations	1,034		323
Retirement plan contributions	(12)		(10)
Changes in assets and liabilities, excluding effects of acquisitions, divestitures and foreign currency translation adjustments:
Receivables	(158)		362
Inventories	(260)		(40)
Prepayments and other current assets	(21)		(8)
Accounts payable and accrued expenses	41		(284)
Prepaid taxes and income taxes payable	30		(23)
Other assets and liabilities	(32)		7
Net cash provided by operating activities	$	622	$	327
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	54	$	29
Income taxes, net of refunds	$	185	$	83
	Balance as of:
Non-cash investing transactions:	June 30, 2021		December 31, 2020
Period end accounts payable related to property, plant and equipment purchases	$	95	$	182

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BASIS OF PRESENTATION (Policies)

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting

The accompanying unaudited Condensed Consolidated Financial Statements of BorgWarner Inc. and Consolidated Subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of financial position, results of operations and cash flow activity required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments necessary for a fair statement of results have been included. Certain prior period amounts have been reclassified to conform to the current period presentation. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The balance sheet as of December 31, 2020 was derived from the audited financial statements as of that date. For further information, refer to the Consolidated Financial Statements and Footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Use of Estimates

Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and accompanying notes, as well as the amounts of revenues and expenses reported during the periods covered by those financial statements and accompanying notes. Actual results could differ from these estimates.

New Accounting Pronouncements

In January 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-1, “Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815).” It clarifies the interaction among the accounting for equity securities, equity method investments, and certain derivative instruments. Specifically, for the purposes of applying the ASC Topic 321 measurement alternative, a company should consider observable transactions immediately before applying or upon discontinuing the equity method. Additionally, when determining the accounting for certain forward contracts and purchased options entered into to purchase securities, a company should not consider if the underlying securities would be accounted for under the equity method (ASC Topic 323) or fair value option (ASC Topic 825). This guidance was effective for interim and annual periods beginning after December 15, 2020. The Company adopted this guidance as of January 1, 2021, and there was no impact on its Consolidated Financial Statements.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes.” It removes certain exceptions to the general principles in ASC Topic 740 and improves consistent application of and simplifies GAAP for other areas of ASC Topic 740 by clarifying and amending existing guidance. This guidance was effective for interim and annual reporting periods beginning after December 15, 2020. The Company adopted this guidance as of January 1, 2021, and the impact on its Consolidated Financial Statements was immaterial.

In August 2018, the FASB issued ASU No. 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20).” It (i) requires the removal of disclosures that are no longer considered cost beneficial; (ii) clarifies specific requirements of certain disclosures; and (iii) adds new disclosure requirements, including the weighted average interest crediting rates for cash balance plans and other plans with promised interest crediting rates, and reasons for significant gains and losses related to changes in the benefit obligation. This guidance was effective for annual periods beginning after December 15, 2020. The Company adopted this guidance as of January 1, 2021, and there was no impact on these Condensed Consolidated Financial Statements; however, the Company will include the annual disclosures as required in its Annual Report on Form 10-K.

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ACQUISITIONS (Tables)

6 Months Ended

Jun. 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
ASSETS
Cash and cash equivalents (including restricted cash of $16 million)	$	29
Receivables, net	16
Inventories, net	42
Prepayments and other current assets	5
Property, plant and equipment, net	106
Goodwill	707
Other intangible assets, net	130
Total assets acquired	1,035
LIABILITIES
Notes payable and other short-term debt	8
Accounts payable	22
Other current liabilities	13
Long-term debt	69
Other non-current liabilities	39
Total liabilities assumed	151
Noncontrolling interest	96
Net assets and noncontrolling interest acquired	$	788

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 Allocation		Measurement Period Adjustments		Revised Allocation
ASSETS
Cash and cash equivalents	$	460	$	—	$	460
Receivables, net	901		(3)		898
Inventories, net	398		(3)		395
Prepayments and other current assets	77		(1)		76
Property, plant and equipment, net	1,548		(5)		1,543
Investments and other long-term receivables	103		—		103
Goodwill	710		23		733
Other intangible assets, net	760		—		760
Other non-current assets	359		6		365
Total assets acquired	5,316		17		5,333
LIABILITIES
Notes payable and other short-term debt	2		—		2
Accounts payable	692		1		693
Other current liabilities	609		2		611
Long-term debt	934		—		934
Other non-current liabilities:
Retirement-related	313		—		313
Other non-current liabilities	286		14		300
Total liabilities assumed	2,836		17		2,853
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	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	$	151
e-Propulsion & Drivetrain	284
Fuel Injection	—
Aftermarket	298
Total acquisition date goodwill	$	733

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	—		12		11		23
Other, primarily translation adjustment	(11)		(22)		1		(32)
Ending balance, June 30, 2021	$	1,711	$	1,303	$	311	$	3,325

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REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of revenue

The following tables represent a disaggregation of revenue from contracts with customers by reporting segment and region and reflects the results of former Delphi Technologies entities in the three and six months ended June 30, 2021. Refer to Note 22, “Reporting Segments And Related Information,” to the Condensed Consolidated Financial Statements for more information.

	Three Months Ended June 30, 2021
(In millions)	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Aftermarket		Total
North America	$	464	$	453	$	1	$	84	$	1,002
Europe	785		251		259		108		1,403
Asia	531		584		147		17		1,279
Other	38		6		17		13		74
Total	$	1,818	$	1,294	$	424	$	222	$	3,758
	Three Months Ended June 30, 2020
(In millions)	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Aftermarket		Total
North America	$	167	$	190	$	—	$	—	$	357
Europe	338		90		—		—		428
Asia	306		324		—		—		630
Other	8		3		—		—		11
Total	$	819	$	607	$	—	$	—	$	1,426
	Six Months Ended June 30, 2021
(In millions)	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Aftermarket		Total
North America	$	996	$	988	$	4	$	151	$	2,139
Europe	1,618		527		530		210		2,885
Asia	1,103		1,186		284		30		2,603
Other	69		12		32		27		140
Total	$	3,786	$	2,713	$	850	$	418	$	7,767
	Six Months Ended June 30, 2020
(In millions)	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Aftermarket		Total
North America	$	554	$	613	$	—	$	—	$	1,167
Europe	1,049		281		—		—		1,330
Asia	597		566		—		—		1,163
Other	38		7		—		—		45
Total	$	2,238	$	1,467	$	—	$	—	$	3,705

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RESTRUCTURING (Tables)

6 Months Ended

Jun. 30, 2021

Restructuring and Related Activities [Abstract]

Schedule of restructuring reserve by type of cost

The Company’s restructuring expenses consist primarily of employee termination benefits (principally severance and/or termination benefits) and other costs, which are primarily professional fees and costs related to facility closures and exits.

	Three Months Ended June 30, 2021
(in millions	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Corporate		Total
Employee termination benefits	$	9	$	3	$	24	$	—	$	36
Other	3		20		—		3		26
Total restructuring expense	$	12	$	23	$	24	$	3	$	62
	Three Months Ended June 30, 2020
	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Corporate		Total
Employee termination benefits	$	11	$	17	$	—	$	—	$	28
Other	5		4		—		—		9
Total restructuring expense	$	16	$	21	$	—	$	—	$	37
	Six Months Ended June 30, 2021
	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Corporate		Total
Employee termination benefits	$	23	$	7	$	27	$	—	$	57
Other	6		26		—		3		35
Total restructuring expense	$	29	$	33	$	27	$	3	$	92
	Six Months Ended June 30, 2020
	Air Management		e-Propulsion & Drivetrain		Fuel Injection		Corporate		Total
Employee termination benefits	$	22	$	18	$	—	$	—	$	40
Other	7		5		—		—		12
Total restructuring expense	$	29	$	23	$	—	$	—	$	52

Schedule of restructuring reserve of roll forward of the restructuring liability

The following tables display a rollforward of the restructuring liability recorded within the Company’s Condensed Consolidated Balance Sheets and the related cash flow activity:

(in millions	Employee Benefit Terminations		Other		Total
Balance at January 1, 2021	$	160	$	13	$	173
Restructuring expense, net	57		35		92
Cash payments	(82)		(39)		(121)
Foreign currency translation adjustment	(1)		1		—
Balance at June 30, 2021	134		10		144
Less: Non-current restructuring liability	37		3		40
Current restructuring liability at June 30, 2021	$	97	$	7	$	104
	Employee Benefit Terminations		Other		Total
Balance at January 1, 2020	$	34	$	—	$	34
Restructuring expense, net	40		12		52
Cash payments	(28)		(2)		(30)
Balance at June 30, 2020	46		10		56
Less: Non-current restructuring liability	13		—		13
Current restructuring liability at June 30, 2020	$	33	$	10	$	43

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RESEARCH AND DEVELOPMENT COSTS (Tables)

6 Months Ended

Jun. 30, 2021

Research and Development [Abstract]

Schedule of research and development costs

The following table presents the Company’s gross and net expenditures on R&D activities:

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Gross R&D expenditures	$	224	$	103	$	444	$	221
Customer reimbursements	(58)		(15)		(95)		(24)
Net R&D expenditures	$	166	$	88	$	349	$	197

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OTHER OPERATING EXPENSE, NET (Tables)

6 Months Ended

Jun. 30, 2021

Other Income and Expenses [Abstract]

Schedule of other expense

Items included in Other operating expense, net consist of:

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Restructuring expense (Note 5)	$	62	$	37	$	92	$	52
Merger, acquisition and divestiture expense	15		21		28		42
Loss on sale	7		—		7		—
Asset impairments	—		17		—		17
Net gain on insurance recovery for property damage	—		(6)		(2)		(6)
Other income, net	(3)		(1)		(6)		(1)
Other operating expense, net	$	81	$	68	$	119	$	104

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INVENTORIES, NET (Tables)

6 Months Ended

Jun. 30, 2021

Inventory Disclosure [Abstract]

Schedule of inventory

A summary of Inventories, net is presented below:

	June 30,		December 31,
(in millions)	2021		2020
Raw material and supplies	$	1,014	$	827
Work in progress	181		150
Finished goods	396		324
FIFO inventories	1,591		1,301
LIFO reserve	(24)		(15)
Inventories, net	$	1,567	$	1,286

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OTHER CURRENT AND NON-CURRENT ASSETS (Tables)

6 Months Ended

Jun. 30, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of additional related assets

Additional detail related to assets is presented below:

	June 30,		December 31,
(in millions)	2021		2020
Prepayments and other current assets:
Prepaid tooling	$	95	$	84
Prepaid taxes	58		64
Customer incentive payments (Note 4)	43		43
Prepaid engineering	32		33
Contract assets (Note 4)	22		16
Other	89		72
Total prepayments and other current assets	$	339	$	312
Investments and other long-term receivables:
Investment in equity affiliates	$	292	$	297
Equity securities (Note 3)	203		472
Other long-term receivables	51		51
Total investments and other long-term receivables	$	546	$	820
Other non-current assets:
Deferred income taxes	$	317	$	291
Operating leases	209		211
Customer incentive payments (Note 4)	148		166
Other	74		60
Total other non-current assets	$	748	$	728

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GOODWILL AND OTHER INTANGIBLES (Tables)

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill

(in millions)
Air Management	$	151
e-Propulsion & Drivetrain	284
Fuel Injection	—
Aftermarket	298
Total acquisition date goodwill	$	733

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	—		12		11		23
Other, primarily translation adjustment	(11)		(22)		1		(32)
Ending balance, June 30, 2021	$	1,711	$	1,303	$	311	$	3,325

Summary of intangible assets gross roll forward

The Company’s other intangible assets, primarily from acquisitions, consist of the following:

		June 30, 2021						December 31, 2020
(in millions)	Estimated useful lives (years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:
Patented and unpatented technology	7 - 15	$	449	$	88	$	361	$	383	$	77	$	306
Customer relationships	7 - 15	918		290		628		893		272		621
Miscellaneous	1 - 13	24		7		17		10		7		3
Total amortized intangible assets		1,391		385		1,006		1,286		356		930
Unamortized trade names		166		—		166		166		—		166
Total other intangible assets		$	1,557	$	385	$	1,172	$	1,452	$	356	$	1,096

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PRODUCT WARRANTY (Tables)

6 Months Ended

Jun. 30, 2021

Product Warranties Disclosures [Abstract]

Schedule of product warranty liability

The following table summarizes the activity in the product warranty accrual accounts:

(in millions)	2021		2020
Beginning balance, January 1	$	253	$	116
Provisions for current period sales	52		27
Adjustments of prior estimates	17		5
Payments	(73)		(28)
Translation adjustment	(3)		(1)
Ending balance, June 30	$	246	$	119

The product warranty liability is classified in the Condensed Consolidated Balance Sheets as follows:

	June 30,		December 31,
(in millions)	2021		2020
Other current liabilities	$	137	$	164
Other non-current liabilities	109		89
Total product warranty liability	$	246	$	253

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NOTES PAYABLE AND DEBT (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Schedule of long-term debt instruments

As of June 30, 2021 and December 31, 2020, the Company had debt outstanding as follows:

	June 30,		December 31,
(in millions)	2021		2020
Short-term borrowings	$	1	$	45
Long-term debt
1.800% Senior notes due 11/07/22 (€500 million par value)	—		609
3.375% Senior notes due 03/15/25 ($500 million par value)	498		498
5.000% Senior notes due 03/15/25 ($800 million par value)*	901		912
2.650% Senior notes due 07/01/27 ($1,100 million par value)	1,089		1,088
7.125% Senior notes due 02/15/29 ($121 million par value)	119		119
1.000% Senior Notes due 05/19/31 (€1,000 million par value)	1,164		—
4.375% Senior notes due 03/15/45 ($500 million par value)	494		494
Term loan facilities, finance leases and other	95		22
Total long-term debt	4,360		3,742
Less: current portion	12		4
Long-term debt, net of current portion	$	4,348	$	3,738

________________

*Includes the fair value step-up from the Delphi Technologies acquisition, which was based on observable market data and will be amortized as a reduction to interest expense over the remaining life of the instrument using the effective interest method.

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OTHER CURRENT AND NON-CURRENT LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2021

Other Liabilities Disclosure [Abstract]

Summary of additional details related to other liabilities

Additional detail related to liabilities is presented in the table below:

	June 30,		December 31,
(in millions)	2021		2020
Other current liabilities:
Payroll and employee related	$	318	$	301
Customer related	244		198
Product warranties (Note 12)	137		164
Income taxes payable	124		102
Employee termination benefits (Note 5)	97		101
Indirect taxes	69		69
Accrued freight	52		41
Operating leases	48		47
Dividends payable	39		6
Interest	32		18
Insurance	19		20
Retirement related	16		16
Contract liabilities (Note 4)	16		22
Other	271		304
Total other current liabilities	$	1,482	$	1,409
Other non-current liabilities:
Deferred income taxes	$	264	$	276
Non-current income tax liabilities	248		300
Operating leases	168		172
Derivative instruments	121		162
Product warranties (Note 12)	109		89
Deferred income	63		55
Employee termination benefits (Note 5)	37		59
Other	80		68
Total other non-current liabilities	$	1,090	$	1,181

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value

The following tables classify assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020:

			Basis of fair value measurements
(in millions)	Balance at June 30, 2021		Quoted prices in active markets for identical items (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Valuation technique
Assets:
Investment in equity securities	$	156	$	156	$	—	$	—	A
Foreign currency contracts	$	16	$	—	$	16	$	—	A
Net investment hedge contracts	$	6	$	—	$	6	$	—	A
Liabilities:
Foreign currency contracts	$	12	$	—	$	12	$	—	A
Net investment hedge contracts	$	120	$	—	$	120	$	—	A

			Basis of fair value measurements
(in millions)	Balance at December 31, 2020		Quoted prices in active markets for identical items (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Valuation technique
Assets:
Investment in equity securities	$	432	$	432	$	—	$	—	A
Foreign currency contracts	$	5	$	—	$	5	$	—	A
Liabilities:
Foreign currency contracts	$	6	$	—	$	6	$	—	A
Net investment hedge contracts	$	161	$	—	$	161	$	—	A

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FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of foreign exchange derivative contracts outstanding

At June 30, 2021 and December 31, 2020, the following foreign currency derivative contracts were outstanding:

Foreign currency derivatives (in millions)*
Functional Currency	Traded Currency	Notional in traded currency June 30, 2021	Notional in traded currency December 31, 2020	Ending Duration
British pound	Euro	99	97	Dec - 22
Chinese renminbi	US dollar	113	113	Dec - 22
Chinese renminbi	Euro	28	—	Dec - 21
Euro	Chinese renminbi	218	—	Dec - 21
Euro	Hungarian forint	4,322	—	Dec - 21
Euro	Polish zloty	291	147	Dec - 22
Euro	Swedish krona	120	—	Dec - 21
Euro	Korean won	14,000	—	Nov - 21
Euro	US dollar	61	41	Dec - 22
Indian rupee	US dollar	14	—	Dec - 21
Korean won	US dollar	23	19	Dec - 21
US dollar	British pound	11	—	Dec - 22
US dollar	Euro	27	55	Oct - 21
US dollar	Korean won	102,119	15,000	Dec - 22
US dollar	Singapore dollar	41	47	Dec - 22
US dollar	Thailand baht	1,720	—	May - 22
US dollar	Mexican peso	1,672	1,178	Dec - 22
*Table above excludes non-significant traded currency pairings with total notional amounts less than $10 million U.S. dollar equivalent as of June 30, 2021 and December 31, 2020.

Schedule of foreign exchange contracts, statement of financial position

At June 30, 2021 and December 31, 2020, the following cross-currency swap contracts were outstanding:

	Cross-currency swaps
(millions of dollars)	June 30, 2021		December 31, 2020		Ending duration
US dollar to Euro:
Fixed receiving notional	$	500	$	500	Mar - 25
Fixed paying notional	€	450	€	450	Mar - 25
US dollar to Euro:
Fixed receiving notional	$	1,100	$	1,100	Jul - 27
Fixed paying notional	€	976	€	976	Jul - 27
US dollar to Japanese yen:
Fixed receiving notional	$	100	$	100	Feb - 23
Fixed paying notional	¥	10,798	¥	10,978	Feb - 23

Schedule of derivatives instruments in statements of financial position

At June 30, 2021 and December 31, 2020, the following amounts were recorded in the Condensed Consolidated Balance Sheets as being payable to or receivable from counterparties under ASC Topic 815:

(in millions)	Assets					Liabilities
Derivatives designated as hedging instruments Under 815:	Location	June 30, 2021		December 31, 2020		Location	June 30, 2021		December 31, 2020
Foreign currency	Prepayments and other current assets	$	7	$	1	Other current liabilities	$	10	$	4
Foreign currency	Other non-current assets	$	1	$	—	Other non-current liabilities	$	1	$	1
Net investment hedges	Other non-current assets	$	6	$	—	Other non-current liabilities	$	120	$	161
Derivatives not designated as hedging instruments:
Foreign currency	Prepayments and other current assets	$	7	$	4	Other current liabilities	$	1	$	1
Foreign currency	Other non-current assets	$	1	$	—	Other non-current liabilities	$	—	$	—

Schedule of cash flow hedges included in accumulated other comprehensive income (loss)

The table below shows deferred gains (losses) reported in AOCI as well as the amount expected to be reclassified to income in one year or less for designated net investment hedges. The amount expected to be reclassified to income in one year or less assumes no change in the current relationship of the hedged item at June 30, 2021 market rates.

(in millions)	Deferred gain (loss) in AOCI at				Gain (loss) expected to be reclassified to income in one year or less
Contract Type	June 30, 2021		December 31, 2020
Net investment hedges:
Foreign currency	$	(7)	$	(1)	$	—
Cross-currency swaps	(114)		(161)		—
Foreign currency-denominated debt	19		(68)		—
Total	$	(102)	$	(230)	$	—

Gains and (losses) on derivative instruments designated as net investment hedges were recognized in other comprehensive income (loss) during the periods presented below.

(in millions)	Three Months Ended June 30,				Six Months Ended June 30,
Net investment hedges	2021		2020		2021		2020
Foreign currency	$	1	$	—	$	(6)	$	1
Cross-currency swaps	$	3	$	(17)	$	47	$	18
Foreign currency-denominated debt	$	12	$	(10)	$	37	$	(2)

Schedule of derivative instruments

Derivative instruments designated as hedging instruments as defined by ASC Topic 815 held during the period resulted in the following gains and losses recorded in income:

	Three Months Ended June 30, 2021
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income(loss) line items in which the effects of cash flow hedges are recorded	$	3,758	$	2,996	$	364	$	63
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	3
Gain (loss) reclassified from AOCI to income	$	—	$	1	$	—
	Six Months Ended June 30, 2021
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income(loss) line items in which the effects of cash flow hedges are recorded	7,767		6,187		741		$	(22)
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	(3)
Gain (loss) reclassified from AOCI to income	$	—	$	1	$	—

	Three Months Ended June 30, 2020
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income(loss) line items in which the effects of cash flow hedges are recorded	$	1,426	$	1,252	$	184	$	14
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	1
Gain (loss) reclassified from AOCI to income	$	—	$	—	$	(1)
	Six Months Ended June 30, 2020
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses		Other comprehensive income (loss)
Total amounts of earnings and other comprehensive income(loss) line items in which the effects of cash flow hedges are recorded	$	3,705	$	3,084	$	397	$	(60)
Gain (loss) on cash flow hedging relationships:
Foreign currency:
Gain (loss) recognized in other comprehensive income							$	(2)
Gain (loss) reclassified from AOCI to income	$	—	$	—	$	(1)

Schedule of derivative instruments, gain (loss)

Derivatives designated as net investment hedge instruments, as defined by ASC Topic 815, held during the period resulted in the following gains recorded in Interest expense on components excluded from the assessment of effectiveness:

(in millions)	Three Months Ended June 30,				Six Months Ended June 30,
Net investment hedges	2021		2020		2021		2020
Cross-currency swaps	$	5	$	3	$	10	$	7

Schedule of derivatives not designated as hedging instruments

Derivatives not designated as hedging instruments are used to hedge remeasurement exposures of monetary assets and liabilities denominated in currencies other than the operating units' functional currency. These derivatives resulted in the following gains recorded in income:

(in millions)		Three Months Ended June 30,				Six Months Ended June 30,
Contract Type	Location	2021		2020		2021		2020
Foreign Currency	Selling, general and administrative expenses	$	4	$	—	$	5	$	3

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RETIREMENT BENEFIT PLANS (Tables)

6 Months Ended

Jun. 30, 2021

Retirement Benefits [Abstract]

Schedule of net benefit (income) costs

The components of net periodic benefit (income) cost recorded in the Condensed Consolidated Statements of Operations are as follows:

	Pension benefits								Other postretirement employee benefits
(in millions)	2021				2020
Three Months Ended June 30,	US		Non-US		US		Non-US		2021		2020
Service cost	$	—	$	7	$	—	$	5	$	—	$	—
Interest cost	—		7		2		3		—		—
Expected return on plan assets	(2)		(21)		(2)		(6)		—		—
Amortization of unrecognized prior service credit	—		—		—		—		(1)		—
Amortization of unrecognized loss	—		4		—		2		1		—
Net periodic benefit (income) cost	$	(2)	$	(3)	$	—	$	4	$	—	$	—
	Pension benefits								Other postretirement employee benefits
(in millions)	2021				2020
Six Months Ended June 30,	US		Non-US		US		Non-US		2021		2020
Service cost	$	—	$	13	$	—	$	10	$	—	$	—
Interest cost	1		15		3		5		—		1
Expected return on plan assets	(5)		(42)		(5)		(12)		—		—
Amortization of unrecognized prior service credit	—		—		—		—		(1)		(1)
Amortization of unrecognized loss	1		7		1		5		1		—
Net periodic benefit (income) cost	$	(3)	$	(7)	$	(1)	$	8	$	—	$	—

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STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2021

Stockholders' Equity Note [Abstract]

Schedule of stockholders equity

The changes of the Stockholders’ Equity items during the three and six months ended June 30, 2021 and 2020, are as follows:

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests
Balance, March 31, 2021	$	3	$	2,589	$	(1,810)	$	6,321	$	(736)	$	287
Dividends declared ($0.17 per share*)	—		—		—		(41)		—		(4)
Net issuance for executive stock plan	—		3		—		—		—		—
Net issuance of restricted stock	—		10		—		—		—		—
Acquisition of AKASOL	—		—		—		—		—		96
Purchase of noncontrolling interest	—		—		—		—		—		(33)
Net earnings	—		—		—		247		—		27
Other comprehensive loss	—		—		—		—		63		—
Balance, June 30, 2021	$	3	$	2,602	$	(1,810)	$	6,527	$	(673)	$	373

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests
Balance, March 31, 2020	$	3	$	1,109	$	(1,623)	$	6,036	$	(801)	$	140
Dividends declared ($0.17 per share*)	—		—		—		(35)		—		(2)
Net issuance of restricted stock	—		6		—		—		—		—
Net earnings	—		—		—		(98)		—		14
Other comprehensive income	—		—		—		—		14		—
Balance, June 30, 2020	$	3	$	1,115	$	(1,623)	$	5,903	$	(787)	$	152

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests
Balance, December 31, 2020	$	3	$	2,614	$	(1,834)	$	6,296	$	(651)	$	296
Dividends declared ($0.34 per share*)	—		—		—		(81)		—		(37)
Net issuance for executive stock plan	—		1		3		—		—		—
Net issuance of restricted stock	—		(13)		21		—		—		—
Acquisition of AKASOL	—		—		—		—		—		96
Purchase of noncontrolling interest	—		—		—		—		—		(33)
Net earnings	—		—		—		312		—		56
Other comprehensive loss	—		—		—		—		(22)		(5)
Balance, June 30, 2021	$	3	$	2,602	$	(1,810)	$	6,527	$	(673)	$	373

	BorgWarner Inc. stockholders' equity
(in millions)	Issued common stock		Capital in excess of par value		Treasury stock		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interests
Balance, December 31, 2019	$	3	$	1,145	$	(1,657)	$	5,942	$	(727)	$	138
Dividends declared ($0.34 per share*)	—		—		—		(70)		—		(5)
Net issuance for executive stock plan	—		(16)		12		—		—		—
Net issuance of restricted stock	—		(14)		22		—		—		—
Net earnings	—		—		—		31		—		22
Other comprehensive loss	—		—		—		—		(60)		(3)
Balance, June 30, 2020	$	3	$	1,115	$	(1,623)	$	5,903	$	(787)	$	152

____________________________________

* The dividends declared relate to BorgWarner common stock.

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Schedule of accumulated other comprehensive loss

The following tables summarize the activity within accumulated other comprehensive loss during the three and six months ended June 30, 2021 and 2020:

(in millions)	Foreign currency translation adjustments		Hedge instruments		Defined benefit retirement plans		Total
Beginning balance, March 31, 2021	$	(408)	$	(6)	$	(322)	$	(736)
Comprehensive (loss) income before reclassifications	60		3		(1)		62
Income taxes associated with comprehensive (loss) income before reclassifications	(3)		—		—		(3)
Reclassification from accumulated other comprehensive loss	—		1		4		5
Income taxes reclassified into net earnings	—		—		(1)		(1)
Ending balance, June 30, 2021	$	(351)	$	(2)	$	(320)	$	(673)

(in millions)	Foreign currency translation adjustments		Hedge instruments		Defined benefit retirement plans		Total
Beginning balance, March 31, 2020	$	(571)	$	(2)	$	(228)	$	(801)
Comprehensive (loss) income before reclassifications	8		—		—		8
Income taxes associated with comprehensive (loss) income before reclassifications	6		—		1		7
Reclassification from accumulated other comprehensive loss	—		1		(2)		(1)
Income taxes reclassified into net earnings	—		—		—		—
Ending balance, June 30, 2020	$	(557)	$	(1)	$	(229)	$	(787)

(in millions)	Foreign currency translation adjustments		Hedge instruments		Defined benefit retirement plans		Total
Balance, December 31, 2020	$	(321)	$	—	$	(330)	$	(651)
Comprehensive (loss) income before reclassifications	(13)		(3)		3		(13)
Income taxes associated with comprehensive (loss) income before reclassifications	(17)		—		1		(16)
Reclassification from accumulated other comprehensive loss	—		1		8		9
Income taxes reclassified into net earnings	—		—		(2)		(2)
Ending balance, June 30, 2021	$	(351)	$	(2)	$	(320)	$	(673)

(in millions)	Foreign currency translation adjustments		Hedge instruments		Defined benefit retirement plans		Total
Balance, December 31, 2019	$	(497)	$	—	$	(230)	$	(727)
Comprehensive (loss) income before reclassifications	(56)		(2)		6		(52)
Income taxes associated with comprehensive (loss) income before reclassifications	(4)		—		(1)		(5)
Reclassification from accumulated other comprehensive loss	—		1		(5)		(4)
Income taxes reclassified into net earnings	—		—		1		1
Ending balance, June 30, 2020	$	(557)	$	(1)	$	(229)	$	(787)

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EARNINGS (LOSS) PER SHARE (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Schedule of earnings per share reconciliation

The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share of common stock:

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per share amounts)	2021		2020		2021		2020
Basic earnings (loss) per share:
Net earnings (loss) attributable to BorgWarner Inc.	$	247	$	(98)	$	312	$	31
Weighted average shares of common stock outstanding	238.2		206.0		237.9		205.8
Basic earnings (loss) per share of common stock	$	1.03	$	(0.47)	$	1.31	$	0.15
Diluted earnings (loss) per share:
Net earnings (loss) attributable to BorgWarner Inc.	$	247	$	(98)	$	312	$	31
Weighted average shares of common stock outstanding	238.2		206.0		237.9		205.8
Effect of stock-based compensation*	1.4		—		1.1		0.6
Weighted average shares of common stock outstanding including dilutive shares	239.6		206.0		239.0		206.4
Diluted earnings (loss) per share of common stock	$	1.03	$	(0.47)	$	1.30	$	0.15
Anti-dilutive stock-based awards excluded from the calculation of diluted earnings per share:	—		—		—		—

____________________________________

* The Company had a loss for the three months ended June 30, 2020. As a result, diluted loss per share is the same as basic loss per share in the period, as any dilutive securities would reduce the loss per share. There were 2.8 million stock-based awards excluded from the computation of diluted earnings per share for the three months ended June 30, 2020.

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REPORTING SEGMENTS AND RELATED INFORMATION (Tables)

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Schedule of net sales by reporting segment

The following tables show segment information and Segment Adjusted EBIT for the Company’s reporting segments:

Net Sales by Reporting Segment

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Air Management	$	1,854	$	826	$	3,865	$	2,260
e-Propulsion & Drivetrain	1,337		607		2,803		1,467
Fuel Injection	480		—		955		—
Aftermarket	226		—		423		—
Inter-segment eliminations	(139)		(7)		(279)		(22)
Net sales	$	3,758	$	1,426	$	7,767	$	3,705

Schedule of segment earnings before interest and income taxes

Segment Adjusted EBIT

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2021		2020		2021		2020
Air Management	$	277	$	28	$	599	$	236
e-Propulsion & Drivetrain	132		1		269		64
Fuel Injection	38		—		71		—
Aftermarket	32		—		53		—
Segment Adjusted EBIT	479		29		992		300
Corporate, including stock-based compensation	78		38		147		75
Restructuring expense	62		37		92		52
Merger, acquisition and divestiture expense	15		21		28		42
Loss on sale	7		—		7		—
Asset impairments	—		17		—		17
Net gain on insurance recovery for property damage	—		(6)		(2)		(6)
Equity in affiliates’ earnings, net of tax	(16)		(2)		(28)		(7)
Unrealized loss on equity securities	4		—		276		9
Interest income	(3)		(3)		(6)		(5)
Interest expense	42		18		63		30
Other postretirement income	(12)		(1)		(23)		(3)
Earnings (loss) before income taxes and noncontrolling interest	302		(90)		438		96
Provision (benefit) for income taxes	28		(6)		70		43
Net earnings (loss)	274		(84)		$	368	$	53
Net earnings attributable to noncontrolling interest, net of tax	27		14		56		22
Net earnings (loss) attributable to BorgWarner Inc.	$	247	$	(98)	$	312	$	31

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OPERATING CASH FLOWS AND OTHER SUPPLEMENTAL FINANCIAL INFORMATION (Tables)

6 Months Ended

Jun. 30, 2021

Supplemental Cash Flow Elements [Abstract]

Schedule of cash flow, supplemental disclosures

	Six Months Ended June 30,
(in millions)	2021		2020
OPERATING
Net earnings	$	368	$	53
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization	390		224
Restructuring expense, net of cash paid	59		45
Stock-based compensation expense	27		16
Loss on sale	7		—
Loss on debt extinguishment	20		—
Asset impairments	—		17
Deferred income tax benefit	(99)		(24)
Unrealized loss on equity securities	276		9
Gain on insurance recovery received for property damages	(2)		(9)
Other non-cash adjustments	(12)		(8)
Net earnings adjustments to reconcile to net cash flows from operations	1,034		323
Retirement plan contributions	(12)		(10)
Changes in assets and liabilities, excluding effects of acquisitions, divestitures and foreign currency translation adjustments:
Receivables	(158)		362
Inventories	(260)		(40)
Prepayments and other current assets	(21)		(8)
Accounts payable and accrued expenses	41		(284)
Prepaid taxes and income taxes payable	30		(23)
Other assets and liabilities	(32)		7
Net cash provided by operating activities	$	622	$	327
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	54	$	29
Income taxes, net of refunds	$	185	$	83
	Balance as of:
Non-cash investing transactions:	June 30, 2021		December 31, 2020
Period end accounts payable related to property, plant and equipment purchases	$	95	$	182

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ACQUISITIONS - Narrative (Details) $ / shares in Units, $ in Millions			1 Months Ended	3 Months Ended		6 Months Ended
	Oct. 05, 2020 USD ($)	Oct. 01, 2020 USD ($) $ / shares	Sep. 30, 2019 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 EUR (€) segment	Jun. 30, 2021 USD ($) segment	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($)	Jun. 04, 2021 EUR (€)	Jun. 04, 2021 USD ($)	May 19, 2021 EUR (€)	Dec. 31, 2020 USD ($)	Dec. 29, 2020	May 31, 2019 USD ($)
Business Acquisition [Line Items]
Goodwill									$ 3,325				$ 2,627
Number of reportable segments | segment						4	4
Unrealized loss on equity securities				$ 4	$ 0		$ 276	$ 9
Equity securities									203				$ 472
Asset impairments				0	17		0	17
BorgWarner Romeo Power LLC
Business Acquisition [Line Items]
Payments for investments in equity securities															$ 50
Payments to acquire interest in joint venture			$ 10
Unrealized loss on equity securities				$ 4			276
Equity securities									$ 156
Asset impairments								9
Investment in equity securities					41			41
Romeo Power Inc
Business Acquisition [Line Items]
Equity method interest (percent)															20.00%
Senior Notes
Business Acquisition [Line Items]
Debt instrument, face amount		$ 800
Senior Notes | 1.000% Senior Notes due 05/19/31 (€1,000 million par value)
Business Acquisition [Line Items]
Debt instrument stated interest rate										1.00%	1.00%	1.00%
Debt instrument, face amount | €						€ 1,000,000,000						€ 1,000,000,000.0
Senior Notes | DT Notes
Business Acquisition [Line Items]
Debt instrument stated interest rate		5.00%
Redeemable principal amount	$ 776
Percentage of principal amount redeemed	97.00%
BorgWarner Romeo Power LLC
Business Acquisition [Line Items]
Noncontrolling interest, ownership percentage by parent (in percent)			60.00%											14.00%
AKASOL
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired						93.00%			93.00%	89.00%	89.00%
Amount of settlement paid										€ 648,000,000	$ 788
Purchase of additional shares of AKASOL						€ 28,000,000	$ 33
Financial liabilities assumed										€ 64,000,000	77
Goodwill											$ 707
Delphi Technologies PLC
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired		100.00%
Goodwill		$ 710							$ 733
Estimated Fair Value		$ 650
Fixed exchange ratio		0.4307
Common stock, par value (in dollar per share) | $ / shares		$ 0.01
Total consideration		$ 2,391
Net sales					$ 2,054			$ 5,278
Delphi Technologies PLC | Senior Notes
Business Acquisition [Line Items]
Financial liabilities assumed		800
Senior notes	$ 24
Developed technology | AKASOL
Business Acquisition [Line Items]
Estimated Fair Value									$ 130
Developed technology | Delphi Technologies PLC
Business Acquisition [Line Items]
Estimated Fair Value		$ 270
Estimated Life		14 years
Customer relationships | Minimum
Business Acquisition [Line Items]
Estimated Life						7 years	7 years
Customer relationships | Maximum
Business Acquisition [Line Items]
Estimated Life						15 years	15 years
Customer relationships | Delphi Technologies PLC
Business Acquisition [Line Items]
Estimated Fair Value		$ 380
Estimated Life		15 years

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ACQUISITIONS - Fair Values of Assets Acquired and Liabilities (Details) - USD ($) $ in Millions		6 Months Ended
	Oct. 01, 2020	Jun. 30, 2021	Jun. 04, 2021	Dec. 31, 2020
ASSETS
Goodwill		$ 3,325		$ 2,627
Measurement period adjustments, goodwill		23
AKASOL
ASSETS
Cash and cash equivalents			$ 29
Receivables, net			16
Inventories, net			42
Prepayments and other current assets			5
Property, plant and equipment, net			106
Goodwill			707
Other intangible assets, net			130
Total assets acquired			1,035
LIABILITIES
Notes payable and other short-term debt			8
Accounts payable			22
Other current liabilities			13
Long-term debt			69
Other non-current liabilities			39
Total liabilities assumed			151
Noncontrolling interest			96
Net assets and noncontrolling interest acquired			788
Restricted cash			$ 16
Delphi Technologies PLC
ASSETS
Cash and cash equivalents	$ 460	460
Measurement period adjustments, cash and cash equivalents	0
Receivables, net	901	898
Measurement period adjustments, receivables, net	(3)
Inventories, net	398	395
Measurement period adjustments, inventories, net	(3)
Prepayments and other current assets	77	76
Measurement period adjustments, prepayments and other current assets	(1)
Property, plant and equipment, net	1,548	1,543
Measurement period adjustments, property, plant and equipment, net	(5)
Investments and other long-term receivables	103	103
Measurement period adjustments, investments and other long-term receivables	0
Goodwill	710	733
Measurement period adjustments, goodwill	23
Other intangible assets, net	760	760
Measurement period adjustments, other intangible assets, net	0
Other non-current assets	359	365
Measurement period adjustments, other non current assets	6
Total assets acquired	5,316	5,333
Measurement period adjustments, total assets acquired	17
LIABILITIES
Notes payable and other short-term debt	2	2
Measurement period adjustments, notes payable and other short-term debt	0
Accounts payable	692	693
Measurement period adjustments, accounts payable	1
Other current liabilities	609	611
Measurement period adjustments, other current liabilities	2
Long-term debt	934	934
Measurement period adjustments, long-term debt	0
Retirement-related	313	313
Measurement period adjustments, retirement-related	0
Other non-current liabilities	286	300
Measurement period adjustments, other	14
Total liabilities assumed	2,836	2,853
Measurement period adjustments, total liabilities assumed	17
Noncontrolling interest	89	89
Measurement period adjustments, non controlling interests	0
Net assets and noncontrolling interest acquired	2,391	$ 2,391
Measurement period adjustments, net assets and non controlling interests	$ 0

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ACQUISITIONS - Schedule of Other Intangible Assets Acquired (Details) - Delphi Technologies PLC - USD ($) $ in Millions	Oct. 01, 2020	Jun. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangibles	$ 650
Other intangible assets, net	760	$ 760
Unamortized trade names
Finite-Lived Intangible Assets [Line Items]
Unamortized trade name	$ 110
Developed technology
Finite-Lived Intangible Assets [Line Items]
Estimated Life	14 years
Finite-lived intangibles	$ 270
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated Life	15 years
Finite-lived intangibles	$ 380

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ACQUISITIONS - Summary of Purchase Price Consideration (Details) - USD ($) $ / shares in Units, $ in Millions		6 Months Ended
	Oct. 01, 2020	Jun. 30, 2021	Jun. 30, 2020
Business Acquisition [Line Items]
Cash consideration		$ 759	$ 2
Delphi Technologies PLC
Business Acquisition [Line Items]
BorgWarner common stock issued for purchase of Delphi Technologies (in shares)	37,188,819
BorgWarner share price (in dollar per share)	$ 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

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ACQUISITIONS - Schedule of Goodwill (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020	Oct. 01, 2020
Business Acquisition [Line Items]
Goodwill	$ 3,325	$ 2,627
Air Management
Business Acquisition [Line Items]
Goodwill	1,711	1,015
e-Propulsion & Drivetrain
Business Acquisition [Line Items]
Goodwill	1,303	1,313
Aftermarket
Business Acquisition [Line Items]
Goodwill	311	$ 299
Delphi Technologies PLC
Business Acquisition [Line Items]
Goodwill	733		$ 710
Delphi Technologies PLC | Air Management
Business Acquisition [Line Items]
Goodwill	151
Delphi Technologies PLC | e-Propulsion & Drivetrain
Business Acquisition [Line Items]
Goodwill	284
Delphi Technologies PLC | Fuel Injection
Business Acquisition [Line Items]
Goodwill	0
Delphi Technologies PLC | Aftermarket
Business Acquisition [Line Items]
Goodwill	$ 298

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REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Contract assets	$ 22	$ 16
Contract liabilities - Current	16	22
Customer return assets	8	8
Customer incentive payments	43	43
Customer incentive payments	$ 148	166
Minimum
Disaggregation of Revenue [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction (in years)	3 years
Maximum
Disaggregation of Revenue [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction (in years)	7 years
Other Current Liabilities
Disaggregation of Revenue [Line Items]
Contract liabilities - Current	$ 16	22
Other non-current liabilities
Disaggregation of Revenue [Line Items]
Deferred income	1	6
Prepayments and other current assets
Disaggregation of Revenue [Line Items]
Customer incentive payments	43	43
Other non-current assets
Disaggregation of Revenue [Line Items]
Customer incentive payments	$ 148	$ 166

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REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Net sales	$ 3,758	$ 1,426	$ 7,767	$ 3,705
Air Management
Disaggregation of Revenue [Line Items]
Net sales	1,818	819	3,786	2,238
e-Propulsion & Drivetrain
Disaggregation of Revenue [Line Items]
Net sales	1,294	607	2,713	1,467
Fuel Injection
Disaggregation of Revenue [Line Items]
Net sales	424	0	850	0
Aftermarket
Disaggregation of Revenue [Line Items]
Net sales	222	0	418	0
North America
Disaggregation of Revenue [Line Items]
Net sales	1,002	357	2,139	1,167
North America | Air Management
Disaggregation of Revenue [Line Items]
Net sales	464	167	996	554
North America | e-Propulsion & Drivetrain
Disaggregation of Revenue [Line Items]
Net sales	453	190	988	613
North America | Fuel Injection
Disaggregation of Revenue [Line Items]
Net sales	1	0	4	0
North America | Aftermarket
Disaggregation of Revenue [Line Items]
Net sales	84	0	151	0
Europe
Disaggregation of Revenue [Line Items]
Net sales	1,403	428	2,885	1,330
Europe | Air Management
Disaggregation of Revenue [Line Items]
Net sales	785	338	1,618	1,049
Europe | e-Propulsion & Drivetrain
Disaggregation of Revenue [Line Items]
Net sales	251	90	527	281
Europe | Fuel Injection
Disaggregation of Revenue [Line Items]
Net sales	259	0	530	0
Europe | Aftermarket
Disaggregation of Revenue [Line Items]
Net sales	108	0	210	0
Asia
Disaggregation of Revenue [Line Items]
Net sales	1,279	630	2,603	1,163
Asia | Air Management
Disaggregation of Revenue [Line Items]
Net sales	531	306	1,103	597
Asia | e-Propulsion & Drivetrain
Disaggregation of Revenue [Line Items]
Net sales	584	324	1,186	566
Asia | Fuel Injection
Disaggregation of Revenue [Line Items]
Net sales	147	0	284	0
Asia | Aftermarket
Disaggregation of Revenue [Line Items]
Net sales	17	0	30	0
Other
Disaggregation of Revenue [Line Items]
Net sales	74	11	140	45
Other | Air Management
Disaggregation of Revenue [Line Items]
Net sales	38	8	69	38
Other | e-Propulsion & Drivetrain
Disaggregation of Revenue [Line Items]
Net sales	6	3	12	7
Other | Fuel Injection
Disaggregation of Revenue [Line Items]
Net sales	17	0	32	0
Other | Aftermarket
Disaggregation of Revenue [Line Items]
Net sales	$ 13	$ 0	$ 27	$ 0

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RESTRUCTURING - Reserve by Type of Cost (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	$ 62	$ 37	$ 92	$ 52
Corporate
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	3	0	3	0
Air Management | Operating Segments
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	12	16	29	29
e-Propulsion & Drivetrain | Operating Segments
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	23	21	33	23
Fuel Injection | Operating Segments
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	24	0	27	0
Employee termination benefits
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	36	28	57	40
Employee termination benefits | Corporate
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	0	0	0	0
Employee termination benefits | Air Management | Operating Segments
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	9	11	23	22
Employee termination benefits | e-Propulsion & Drivetrain | Operating Segments
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	3	17	7	18
Employee termination benefits | Fuel Injection | Operating Segments
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	24	0	27	0
Other
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	26	9	35	12
Other | Corporate
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	3	0	3	0
Other | Air Management | Operating Segments
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	3	5	6	7
Other | e-Propulsion & Drivetrain | Operating Segments
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	20	4	26	5
Other | Fuel Injection | Operating Segments
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net of cash paid	$ 0	$ 0	$ 0	$ 0

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RESTRUCTURING - Roll Forward of Restructuring Liability (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance			$ 173	$ 34
Restructuring expense, net	$ 62	$ 37	92	52
Cash payments			(121)	(30)
Foreign currency translation adjustment			0
Restructuring reserve, ending balance	144	56	144	56
Less: Non-current restructuring liability	40	13	40	13
Current restructuring liability	104	43	104	43
Employee termination benefits
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance			160	34
Restructuring expense, net			57	40
Cash payments			(82)	(28)
Foreign currency translation adjustment			(1)
Restructuring reserve, ending balance	134	46	134	46
Less: Non-current restructuring liability	37	13	37	13
Current restructuring liability	97	33	97	33
Other
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance			13	0
Restructuring expense, net			35	12
Cash payments			(39)	(2)
Foreign currency translation adjustment			1
Restructuring reserve, ending balance	10	10	10	10
Less: Non-current restructuring liability	3	0	3	0
Current restructuring liability	$ 7	$ 10	$ 7	$ 10

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RESTRUCTURING - Narrative (Details) $ in Millions	3 Months Ended		6 Months Ended		9 Months Ended	17 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($) employee	Jun. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net	$ 62	$ 37	$ 92	$ 52
Air Management
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net		16		$ 29
Number of positions eliminated | employee				350
Severance Costs and Professional Fees | Air Management
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net	12	7	27	$ 12
Severance Costs and Professional Fees | e-Propulsion & Drivetrain
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net	5	3	10	5
Termination Benefit | Air Management
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net		5		13
Employee termination benefits
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net			57	40
Employee termination benefits | Air Management
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net		3		$ 3
Number of positions eliminated | employee				200
Employee termination benefits | e-Propulsion & Drivetrain
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net		17		$ 17
Number of positions eliminated | employee				350
Facility Closure | e-Propulsion & Drivetrain | Europe
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net	19		23
Delphi Technologies PLC
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net			31
Delphi Technologies PLC | Severance Costs and Professional Fees | Air Management
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net			2
Delphi Technologies PLC | Severance Costs and Professional Fees | Fuel Injection
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net	24		27
2020 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net	37	$ 37	61	$ 52		$ 209
Restructuring and related plan	$ 300		$ 300		$ 300	$ 300
Delphi Technologies Restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring expense, net					$ 33

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RESEARCH AND DEVELOPMENT COSTS (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Research and Development [Abstract]
Gross R&D expenditures	$ 224	$ 103	$ 444	$ 221
Customer reimbursements	(58)	(15)	(95)	(24)
Net R&D expenditures	$ 166	$ 88	$ 349	$ 197

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OTHER OPERATING EXPENSE, NET - Other Operating Expense, Net (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Other Income and Expenses [Abstract]
Restructuring expense	$ 62	$ 37	$ 92	$ 52
Merger, acquisition and divestiture expense	15	21	28	42
Loss on sale	7	0	7	0
Asset impairments	0	17	0	17
Net gain on insurance recovery for property damage	0	(6)	(2)	(6)
Other income, net	(3)	(1)	(6)	(1)
Other operating expense, net	$ 81	$ 68	$ 119	$ 104

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OTHER OPERATING EXPENSE, NET - Narrative (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($) employee	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($) employee
Schedule of Equity Method Investments
Merger, acquisition and divestiture expense	$ 15	$ 21	$ 28	$ 42
Loss on sale	7	0	7	0
Gain on business insurance recovery	$ 0	$ 6	$ 2	$ 6
Europe | Facility Closure
Schedule of Equity Method Investments
Number of properties | employee		2		2
Air Management
Schedule of Equity Method Investments
Impairment of assets to be disposed		$ 9		$ 9
e-Propulsion & Drivetrain
Schedule of Equity Method Investments
Impairment of assets to be disposed		$ 8		$ 8

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INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Effective income tax rate, continuing operations (in percent)	9.00%	6.00%	16.00%	45.00%
Unrecognized tax benefits, Income tax penalties and Interest expense	$ 55		$ 55
Effective tax rate includes net discrete tax benefit	$ 20		20
Discrete tax benefit			$ 24
Restructuring, merger, acquisition and divestiture expense				$ 94
Tax benefit recognized on restructuring expense				9
DTA, impairment losses		$ 26		26
Tax benefits related to other one-time adjustments				$ 10
Restructuring, merger, acquisition, divestiture expenses, and asset impairment costs		75
Tax benefits recognized		$ 5

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INVENTORIES, NET (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw material and supplies	$ 1,014	$ 827
Work in progress	181	150
Finished goods	396	324
FIFO inventories	1,591	1,301
LIFO reserve	(24)	(15)
Inventories, net	$ 1,567	$ 1,286

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OTHER CURRENT AND NON-CURRENT ASSETS (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Prepayments and other current assets:
Prepaid tooling	$ 95	$ 84
Prepaid taxes	58	64
Customer incentive payments	43	43
Prepaid engineering	32	33
Contract assets	22	16
Other	89	72
Total prepayments and other current assets	339	312
Investments and other long-term receivables:
Investment in equity affiliates	292	297
Equity securities	203	472
Other long-term receivables	51	51
Total investments and other long-term receivables	546	820
Other non-current assets:
Deferred income taxes	317	291
Operating leases	209	211
Customer incentive payments	148	166
Other	74	60
Total other non-current assets	$ 748	$ 728

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GOODWILL AND OTHER INTANGIBLES - Goodwill (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Gross goodwill balance, December 31, 2020	$ 3,129
Accumulated impairment losses, December 31, 2020		$ (502)
Net goodwill balance, December 31, 2020	3,325	2,627
Acquisition	707
Measurement period adjustments	23
Other, primarily translation adjustment	(32)
Ending balance, June 30, 2021	3,325
Air Management
Goodwill [Roll Forward]
Gross goodwill balance, December 31, 2020	1,517
Accumulated impairment losses, December 31, 2020		(502)
Net goodwill balance, December 31, 2020	1,711	1,015
Acquisition	707
Measurement period adjustments	0
Other, primarily translation adjustment	(11)
Ending balance, June 30, 2021	1,711
e-Propulsion & Drivetrain
Goodwill [Roll Forward]
Gross goodwill balance, December 31, 2020	1,313
Accumulated impairment losses, December 31, 2020		0
Net goodwill balance, December 31, 2020	1,303	1,313
Acquisition	0
Measurement period adjustments	12
Other, primarily translation adjustment	(22)
Ending balance, June 30, 2021	1,303
Aftermarket
Goodwill [Roll Forward]
Gross goodwill balance, December 31, 2020	299
Accumulated impairment losses, December 31, 2020		0
Net goodwill balance, December 31, 2020	311	$ 299
Acquisition	0
Measurement period adjustments	11
Other, primarily translation adjustment	1
Ending balance, June 30, 2021	$ 311

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GOODWILL AND OTHER INTANGIBLES - Intangible Assets (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Amortized intangible assets, gross carrying amount	$ 1,391	$ 1,286
Amortized intangible assets, accumulated amortization	385	356
Amortized intangible assets, net carrying amount	1,006	930
Intangible assets, gross (excluding goodwill)	1,557	1,452
Other intangible assets, net	1,172	1,096
Unamortized trade names
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Indefinite-lived trade names	166	166
Patented and unpatented technology
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Amortized intangible assets, gross carrying amount	449	383
Amortized intangible assets, accumulated amortization	88	77
Amortized intangible assets, net carrying amount	361	306
Customer relationships
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Amortized intangible assets, gross carrying amount	918	893
Amortized intangible assets, accumulated amortization	290	272
Amortized intangible assets, net carrying amount	628	621
Miscellaneous
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Amortized intangible assets, gross carrying amount	24	10
Amortized intangible assets, accumulated amortization	7	7
Amortized intangible assets, net carrying amount	$ 17	$ 3
Minimum | Patented and unpatented technology
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Estimated Life	7 years
Minimum | Customer relationships
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Estimated Life	7 years
Minimum | Miscellaneous
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Estimated Life	1 year
Maximum | Patented and unpatented technology
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Estimated Life	15 years
Maximum | Customer relationships
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Estimated Life	15 years
Maximum | Miscellaneous
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Estimated Life	13 years

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PRODUCT WARRANTY - Narrative (Details)	6 Months Ended
	Jun. 30, 2021
Minimum
Guarantor Obligations [Line Items]
Product warranty term	1 year
Maximum
Guarantor Obligations [Line Items]
Product warranty term	3 years

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PRODUCT WARRANTY - Product Warranty Accrual Accounts (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Product warranty rollforward
Beginning balance, January 1	$ 253	$ 116
Provisions for current period sales	52	27
Adjustments of prior estimates	17	5
Payments	(73)	(28)
Translation adjustment	(3)	(1)
Ending balance, June 30	246	119
Other current liabilities	137		$ 164
Other non-current liabilities	109		89
Total product warranty liability	$ 246	$ 119	$ 253

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NOTES PAYABLE AND DEBT - Debt Outstanding (Details)	Jun. 30, 2021 USD ($)	Jun. 30, 2021 EUR (€)	Jun. 18, 2021	Jun. 04, 2021	May 19, 2021 EUR (€)	Dec. 31, 2020 USD ($)	Oct. 05, 2020	Oct. 01, 2020 USD ($)
Long-term debt
Total long-term debt	$ 4,360,000,000					$ 3,742,000,000
Less: current portion	12,000,000					4,000,000
Long-term debt, net of current portion	4,348,000,000					3,738,000,000
Senior Notes
Long-term debt
Debt instrument, face amount								$ 800,000,000
Senior Notes | 1.800% Senior notes due 11/07/22 (€500 million par value)
Long-term debt
Long-term debt	$ 0					609,000,000
Debt instrument stated interest rate	1.80%	1.80%	1.80%		1.80%
Debt instrument, face amount | €		€ 500,000,000			€ 500,000,000
Senior Notes | 3.375% Senior notes due 03/15/25 ($500 million par value)
Long-term debt
Long-term debt	$ 498,000,000					498,000,000
Debt instrument stated interest rate	3.375%	3.375%
Debt instrument, face amount	$ 500,000,000
Senior Notes | 5.000% Senior notes due 03/15/25 ($800 million par value)*
Long-term debt
Long-term debt	901,000,000					912,000,000
Debt instrument stated interest rate							5.00%
Debt instrument, face amount	800,000,000
Senior Notes | 2.650% Senior notes due 07/01/27 ($1,100 million par value)
Long-term debt
Long-term debt	$ 1,089,000,000					1,088,000,000
Debt instrument stated interest rate	2.65%	2.65%
Debt instrument, face amount	$ 1,100,000,000
Senior Notes | 7.125% Senior notes due 02/15/29 ($121 million par value)
Long-term debt
Long-term debt	$ 119,000,000					119,000,000
Debt instrument stated interest rate	7.125%	7.125%
Debt instrument, face amount	$ 121,000,000
Senior Notes | 1.000% Senior Notes due 05/19/31 (€1,000 million par value)
Long-term debt
Long-term debt	1,164,000,000					0
Debt instrument stated interest rate				1.00%	1.00%
Debt instrument, face amount | €		€ 1,000,000,000			€ 1,000,000,000.0
Senior Notes | 4.375% Senior notes due 03/15/45 ($500 million par value)
Long-term debt
Long-term debt	$ 494,000,000					494,000,000
Debt instrument stated interest rate	4.375%	4.375%
Debt instrument, face amount	$ 500,000,000
Term Loan | Term loan facilities, finance leases and other
Long-term debt
Long-term debt	$ 95,000,000					$ 22,000,000

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NOTES PAYABLE AND DEBT - Narrative (Details)			3 Months Ended
	Jun. 18, 2021 EUR (€)	Feb. 19, 2021 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2021 EUR (€)	Jun. 04, 2021	May 19, 2021 EUR (€)	Dec. 31, 2020 USD ($)	Oct. 01, 2020 USD ($)
Line of Credit Facility
Repayments of short-term debt			$ 46,000,000
Potential additional increase to credit facility							$ 2,000,000,000
Estimated fair value of senior unsecured notes			4,551,000,000				4,052,000,000
Debt, difference between fair value and carrying value			286,000,000				332,000,000
Letters of credit outstanding, amount			33,000,000				33,000,000
Gain (Loss) on Extinguishment of Debt			20,000,000
Senior Notes
Line of Credit Facility
Debt instrument, face amount								$ 800,000,000
Short Term Borrowings
Line of Credit Facility
Short-term borrowings			1,000,000				45,000,000
Delay Draw Term Loan | Term Loan
Line of Credit Facility
Debt instrument, face amount		$ 900,000,000
Debt instrument, term		364 days
1.000% Senior Notes due 05/19/31 (€1,000 million par value) | Senior Notes
Line of Credit Facility
Debt instrument, face amount | €				€ 1,000,000,000		€ 1,000,000,000.0
Debt instrument stated interest rate					1.00%	1.00%
Revolving Credit Facility
Line of Credit Facility
Maximum borrowing capacity			2,000,000,000.0
Potential additional increase to credit facility			1,000,000,000.0
Line of credit outstanding			0				0
Short-term, Unsecured Commercial Paper Notes
Line of Credit Facility
Line of credit outstanding			0				$ 0
Current borrowing capacity			$ 2,000,000,000.0
1.800% Senior notes due 11/07/22 (€500 million par value) | Senior Notes
Line of Credit Facility
Debt instrument, face amount | €				€ 500,000,000		€ 500,000,000
Debt instrument stated interest rate	1.80%		1.80%	1.80%		1.80%
Repayment of debt | €	€ 500,000,000

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OTHER CURRENT AND NON-CURRENT LIABILITIES (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Other current liabilities:
Payroll and employee related	$ 318	$ 301
Customer related	244	198
Product warranties	137	164
Income taxes payable	124	102
Employee termination benefits	97	101
Indirect taxes	69	69
Accrued freight	52	41
Operating leases	48	47
Dividends payable	39	6
Interest	32	18
Insurance	19	20
Retirement related	16	16
Contract liabilities	16	22
Other	271	304
Total other current liabilities	1,482	1,409
Other non-current liabilities:
Deferred income taxes	264	276
Non-current income tax liabilities	248	300
Operating leases	168	172
Derivative instruments	121	162
Product warranties	109	89
Deferred income	63	55
Employee termination benefits	37	59
Other	80	68
Total other non-current liabilities	$ 1,090	$ 1,181

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FAIR VALUE MEASUREMENTS (Details) - Valuation, Market Approach - Fair Value, Recurring - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Assets:
Investment in equity securities	$ 156	$ 432
Foreign currency contracts	16	5
Net investment hedge contracts	6
Liabilities:
Foreign currency contracts	12	6
Net investment hedge contracts	120	161
Fair Value, Inputs, Level 1
Assets:
Investment in equity securities	156	432
Foreign currency contracts	0	0
Net investment hedge contracts	0
Liabilities:
Foreign currency contracts	0	0
Net investment hedge contracts	0	0
Fair Value, Inputs, Level 2
Assets:
Investment in equity securities	0	0
Foreign currency contracts	16	5
Net investment hedge contracts	6
Liabilities:
Foreign currency contracts	12	6
Net investment hedge contracts	120	161
Fair Value, Inputs, Level 3
Assets:
Investment in equity securities	0	0
Foreign currency contracts	0	0
Net investment hedge contracts	0
Liabilities:
Foreign currency contracts	0	0
Net investment hedge contracts	$ 0	$ 0

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FINANCIAL INSTRUMENTS - Narrative (Details) $ in Millions		6 Months Ended
	Jun. 18, 2021 EUR (€)	Jun. 30, 2021 USD ($)	Jun. 30, 2021 EUR (€)	Jun. 04, 2021	May 19, 2021 EUR (€)	Oct. 01, 2020 USD ($)
Derivative [Line Items]
Deferred loss | $		$ 50
Senior Notes
Derivative [Line Items]
Debt instrument, face amount | $						$ 800
1.800% Senior notes due 11/07/22 (€500 million par value) | Senior Notes
Derivative [Line Items]
Repayment of debt	€ 500,000,000
Debt instrument stated interest rate	1.80%		1.80%		1.80%
Debt instrument, face amount			€ 500,000,000		€ 500,000,000
1.000% Senior Notes due 05/19/31 (€1,000 million par value) | Senior Notes
Derivative [Line Items]
Debt instrument stated interest rate				1.00%	1.00%
Debt instrument, face amount			€ 1,000,000,000		€ 1,000,000,000.0

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FINANCIAL INSTRUMENTS - Foreign Currency Derivative Contract (Details) € in Millions, ₩ in Millions, ฿ in Millions, ¥ in Millions, ¥ in Millions, £ in Millions, zł in Millions, kr in Millions, Ft in Millions, $ in Millions, $ in Millions, $ in Millions	Jun. 30, 2021 EUR (€)	Jun. 30, 2021 USD ($)	Jun. 30, 2021 CNY (¥)	Jun. 30, 2021 HUF (Ft)	Jun. 30, 2021 PLN (zł)	Jun. 30, 2021 SEK (kr)	Jun. 30, 2021 KRW (₩)	Jun. 30, 2021 GBP (£)	Jun. 30, 2021 SGD ($)	Jun. 30, 2021 THB (฿)	Jun. 30, 2021 MXN ($)	Dec. 31, 2020 EUR (€)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 HUF (Ft)	Dec. 31, 2020 PLN (zł)	Dec. 31, 2020 KRW (₩)	Dec. 31, 2020 JPY (¥)	Dec. 31, 2020 GBP (£)	Dec. 31, 2020 THB (฿)	Dec. 31, 2020 MXN ($)
British pound | Foreign currency | Maturity Period December 2022
Derivative [Line Items]
Derivative, notional amount | €	€ 99											€ 97
Chinese renminbi | Foreign currency | Maturity Period December 2022
Derivative [Line Items]
Derivative, notional amount | $		$ 113											$ 113
Chinese renminbi | Foreign currency | Maturity Period December 2021
Derivative [Line Items]
Derivative, notional amount | €	28											0
Euro | Foreign currency | Maturity Period December 2022
Derivative [Line Items]
Derivative, notional amount		61			zł 291								41			zł 147
Euro | Foreign currency | Maturity Period December 2021
Derivative [Line Items]
Derivative, notional amount			¥ 218	Ft 4,322		kr 120								¥ 0	Ft 0
Euro | Foreign currency | Maturity Period November 2021
Derivative [Line Items]
Derivative, notional amount | ₩							₩ 14,000										₩ 0
Indian rupee | Foreign currency | Maturity Period December 2021
Derivative [Line Items]
Derivative, notional amount		14																¥ 0
Korean won | Foreign currency | Maturity Period December 2021
Derivative [Line Items]
Derivative, notional amount | $		23											19
US dollar
Derivative [Line Items]
Derivative, notional amount | $		$ 10											$ 10
US dollar | Foreign currency | Maturity Period December 2022
Derivative [Line Items]
Derivative, notional amount							₩ 102,119	£ 11	$ 41		$ 1,672						₩ 15,000	¥ 47	£ 0		$ 1,178
US dollar | Foreign currency | Maturity Period May 2022
Derivative [Line Items]
Derivative, notional amount | ฿										฿ 1,720										฿ 0
US dollar | Foreign currency | Maturity Period Oct 2021
Derivative [Line Items]
Derivative, notional amount | €	€ 27											€ 55

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FINANCIAL INSTRUMENTS - Cross-Currency Swap Contract (Details) € in Millions, ¥ in Millions, $ in Millions	Jun. 30, 2021 EUR (€)	Jun. 30, 2021 USD ($)	Jun. 30, 2021 JPY (¥)	Dec. 31, 2020 EUR (€)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 JPY (¥)
US dollar
Derivative [Line Items]
Derivative, notional amount		$ 10			$ 10
Cross-currency swaps | US dollar | Maturity Period March 2025
Derivative [Line Items]
Derivative, notional amount		500			500
Cross-currency swaps | US dollar | Maturity Period July 2027
Derivative [Line Items]
Derivative, notional amount		1,100			1,100
Cross-currency swaps | US dollar | Maturity Period Feb 2023
Derivative [Line Items]
Derivative, notional amount		$ 100			$ 100
Cross-currency swaps | Euro | Maturity Period March 2025
Derivative [Line Items]
Derivative, notional amount | €	€ 450			€ 450
Cross-currency swaps | Euro | Maturity Period July 2027
Derivative [Line Items]
Derivative, notional amount | €	€ 976			€ 976
Cross-currency swaps | Japanese yen | Maturity Period Feb 2023
Derivative [Line Items]
Derivative, notional amount | ¥			¥ 10,798			¥ 10,978

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FINANCIAL INSTRUMENTS - Balance Sheet (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Derivatives designated as hedging instruments Under 815: | Foreign currency | Prepayments and other current assets
Derivatives, Fair Value
Derivative assets	$ 7	$ 1
Derivatives designated as hedging instruments Under 815: | Foreign currency | Other non-current assets
Derivatives, Fair Value
Derivative assets	1	0
Derivatives designated as hedging instruments Under 815: | Foreign currency | Other current liabilities
Derivatives, Fair Value
Derivative liability	10	4
Derivatives designated as hedging instruments Under 815: | Foreign currency | Other non-current liabilities
Derivatives, Fair Value
Derivative liability	1	1
Derivatives designated as hedging instruments Under 815: | Cross-currency swaps | Other non-current assets | Net Investment Hedging
Derivatives, Fair Value
Derivative assets	6	0
Derivatives designated as hedging instruments Under 815: | Cross-currency swaps | Other non-current liabilities | Net Investment Hedging
Derivatives, Fair Value
Derivative liability	120	161
Derivatives not designated as hedging instruments: | Foreign currency | Prepayments and other current assets
Derivatives, Fair Value
Derivative assets	7	4
Derivatives not designated as hedging instruments: | Foreign currency | Other non-current assets
Derivatives, Fair Value
Derivative assets	1	0
Derivatives not designated as hedging instruments: | Foreign currency | Other current liabilities
Derivatives, Fair Value
Derivative liability	1	1
Derivatives not designated as hedging instruments: | Foreign currency | Other non-current liabilities
Derivatives, Fair Value
Derivative liability	$ 0	$ 0

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FINANCIAL INSTRUMENTS - AOCI (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Derivatives, Fair Value
Accumulated other comprehensive income (loss), cumulative changes in net gain (loss) from hedges, before tax	$ (102)	$ (230)
Gain (loss) expected to be reclassified to income in one year or less	0
Foreign currency | Net Investment Hedging
Derivatives, Fair Value
Accumulated other comprehensive income (loss), cumulative changes in net gain (loss) from hedges, before tax	(7)	(1)
Gain (loss) expected to be reclassified to income in one year or less	0
Cross-currency swaps | Net Investment Hedging
Derivatives, Fair Value
Accumulated other comprehensive income (loss), cumulative changes in net gain (loss) from hedges, before tax	(114)	(161)
Gain (loss) expected to be reclassified to income in one year or less	0
Foreign currency-denominated debt | Net Investment Hedging
Derivatives, Fair Value
Accumulated other comprehensive income (loss), cumulative changes in net gain (loss) from hedges, before tax	19	$ (68)
Gain (loss) expected to be reclassified to income in one year or less	$ 0

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FINANCIAL INSTRUMENTS - Income Statement (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Derivative Instruments, Gain (Loss)
Net sales	$ 3,758	$ 1,426	$ 7,767	$ 3,705
Cost of sales	2,996	1,252	6,187	3,084
Selling, general and administrative expenses	364	184	741	397
Other comprehensive income (loss)	63	14	(22)	(60)
Gain (loss) on cash flow hedging relationships:
Gain (loss) recognized in other comprehensive income		1		(2)
Foreign currency
Gain (loss) on cash flow hedging relationships:
Gain (loss) recognized in other comprehensive income	3		(3)
Foreign currency | Cash Flow Hedging | Gain (loss) reclassified from AOCI to income
Derivative Instruments, Gain (Loss)
Net sales	0	0	0	0
Cost of sales	1	0	1	0
Selling, general and administrative expenses	$ 0	$ (1)	$ 0	$ (1)

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FINANCIAL INSTRUMENTS - Other Comprehensive Income (Loss) (Details) - Net Investment Hedging - Other comprehensive income (loss) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Foreign currency
Derivative Instruments, Gain (Loss)
Gains and (losses) on derivative instruments	$ 1	$ 0	$ (6)	$ 1
Cross-currency swaps
Derivative Instruments, Gain (Loss)
Gains and (losses) on derivative instruments	3	(17)	47	18
Foreign currency-denominated debt
Derivative Instruments, Gain (Loss)
Gains and (losses) on derivative instruments	$ 12	$ (10)	$ 37	$ (2)

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FINANCIAL INSTRUMENTS - Derivative Instruments Gain (Loss) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Cross-currency swaps
Derivative Instruments, Gain (Loss)
Net investment hedges	$ 5	$ 3	$ 10	$ 7

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FINANCIAL INSTRUMENTS - Derivatives Not Designated as Hedging Instruments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Foreign currency | Derivatives not designated as hedging instruments: | Selling, general and administrative expenses
Derivative [Line Items]
Gain (loss) on derivatives not designated as hedges	$ 4	$ 0	$ 5	$ 3

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RETIREMENT BENEFIT PLANS - Narrative (Details) $ in Millions	6 Months Ended
	Jun. 30, 2021 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Actual contribution to defined benefit pension plans	$ 12
Minimum
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected future employer contributions, current fiscal year	15
Maximum
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected future employer contributions, current fiscal year	$ 25

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RETIREMENT BENEFIT PLANS - Net Benefit Costs (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Pension benefits | US
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 0	$ 0	$ 0	$ 0
Interest cost	0	2	1	3
Expected return on plan assets	(2)	(2)	(5)	(5)
Amortization of unrecognized prior service credit	0	0	0	0
Amortization of unrecognized loss	0	0	1	1
Net periodic benefit (income) cost	(2)	0	(3)	(1)
Pension benefits | Non-US
Defined Benefit Plan Disclosure [Line Items]
Service cost	7	5	13	10
Interest cost	7	3	15	5
Expected return on plan assets	(21)	(6)	(42)	(12)
Amortization of unrecognized prior service credit	0	0	0	0
Amortization of unrecognized loss	4	2	7	5
Net periodic benefit (income) cost	(3)	4	(7)	8
Other postretirement employee benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0	0	0
Interest cost	0	0	0	1
Expected return on plan assets	0	0	0	0
Amortization of unrecognized prior service credit	(1)	0	(1)	(1)
Amortization of unrecognized loss	1	0	1	0
Net periodic benefit (income) cost	$ 0	$ 0	$ 0	$ 0

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STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Increase (Decrease) in Stockholders' Equity
Beginning balance			$ 6,724	$ (727)
Net earnings	$ 247	$ (98)	312	31
Net earnings attributable to noncontrolling interest, net of tax	27	14	56	22
Other comprehensive loss	63	14	(22)	(60)
Other comprehensive loss attributable to the noncontrolling interest	337	(70)	341	(10)
Ending balance	$ 7,022	$ (787)	$ 7,022	$ (787)
Dividends declared (in dollar per share)	$ 0.17	$ 0.17	$ 0.34	$ 0.34
Issued common stock
Increase (Decrease) in Stockholders' Equity
Beginning balance	$ 3	$ 3	$ 3	$ 3
Ending balance	3	3	3	3
Capital in excess of par value
Increase (Decrease) in Stockholders' Equity
Beginning balance	2,589	1,109	2,614	1,145
Net issuance for executive stock plan	3		1	(16)
Net issuance of restricted stock	10	6	(13)	(14)
Ending balance	2,602	1,115	2,602	1,115
Treasury stock
Increase (Decrease) in Stockholders' Equity
Beginning balance	(1,810)	(1,623)	(1,834)	(1,657)
Net issuance for executive stock plan			3	12
Net issuance of restricted stock			21	22
Ending balance	(1,810)	(1,623)	(1,810)	(1,623)
Retained earnings
Increase (Decrease) in Stockholders' Equity
Beginning balance	6,321	6,036	6,296	5,942
Dividends declared	(41)	(35)	(81)	(70)
Net earnings	247	(98)	312	31
Ending balance	6,527	5,903	6,527	5,903
Accumulated other comprehensive income (loss)
Increase (Decrease) in Stockholders' Equity
Beginning balance	(736)	(801)	(651)	(727)
Other comprehensive loss	63	14	(22)	(60)
Ending balance	(673)	(787)	(673)	(787)
Noncontrolling interests
Increase (Decrease) in Stockholders' Equity
Beginning balance	287	140	296	138
Dividends declared	(4)	(2)	(37)	(5)
Net issuance for executive stock plan	0		0	0
Net issuance of restricted stock	0	0	0	0
Acquisition of AKASOL	96		96
Purchase of noncontrolling interest	(33)		(33)
Net earnings attributable to noncontrolling interest, net of tax	27	14	56	22
Other comprehensive loss attributable to the noncontrolling interest	0	0	(5)	(3)
Ending balance	$ 373	$ 152	$ 373	$ 152

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance			$ 6,724	$ (727)
Comprehensive (loss) income before reclassifications	$ 62	$ 8	(13)	(52)
Income taxes associated with comprehensive (loss) income before reclassifications	(3)	7	(16)	(5)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	5	(1)	9	(4)
Income taxes reclassified into net earnings	(28)	6	(70)	(43)
Ending balance	7,022	(787)	7,022	(787)
Gain (loss) reclassified from AOCI to income
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Income taxes reclassified into net earnings	(1)	0	(2)	1
Accumulated other comprehensive income (loss)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(736)	(801)	(651)	(727)
Ending balance	(673)	(787)	(673)	(787)
Foreign currency translation adjustments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(408)	(571)	(321)	(497)
Comprehensive (loss) income before reclassifications	60	8	(13)	(56)
Income taxes associated with comprehensive (loss) income before reclassifications	(3)	6	(17)	(4)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	0	0	0	0
Ending balance	(351)	(557)	(351)	(557)
Foreign currency translation adjustments | Gain (loss) reclassified from AOCI to income
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Income taxes reclassified into net earnings	0	0	0	0
Hedge instruments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(6)	(2)	0	0
Comprehensive (loss) income before reclassifications	3	0	(3)	(2)
Income taxes associated with comprehensive (loss) income before reclassifications	0	0	0	0
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	1	1	1	1
Ending balance	(2)	(1)	(2)	(1)
Hedge instruments | Gain (loss) reclassified from AOCI to income
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Income taxes reclassified into net earnings	0	0	0	0
Defined benefit retirement plans
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(322)	(228)	(330)	(230)
Comprehensive (loss) income before reclassifications	(1)	0	3	6
Income taxes associated with comprehensive (loss) income before reclassifications	0	1	1	(1)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	4	(2)	8	(5)
Ending balance	(320)	(229)	(320)	(229)
Defined benefit retirement plans | Gain (loss) reclassified from AOCI to income
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Income taxes reclassified into net earnings	$ (1)	$ 0	$ (2)	$ 1

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CONTINGENCIES (Details) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2021 USD ($) site	Dec. 31, 2020 USD ($) site
Commitments and Contingencies Disclosure [Abstract]
Waste disposal sites with potential liability under the comprehensive environmental response, compensation and liability act | site	26	26
Accrual for indicated environmental liabilities | $	$ 7	$ 7

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EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Basic earnings (loss) per share:
Net earnings (loss) attributable to BorgWarner Inc.	$ 247	$ (98)	$ 312	$ 31
Weighted average shares of common stock outstanding (in shares)	238,200,000	206,000,000.0	237,900,000	205,800,000
Basic (loss) earnings per share of common stock (in dollar per share)	$ 1.03	$ (0.47)	$ 1.31	$ 0.15
Diluted earnings (loss) per share:
Net earnings (loss) attributable to BorgWarner Inc.	$ 247	$ (98)	$ 312	$ 31
Weighted average shares of common stock outstanding (in shares)	238,200,000	206,000,000.0	237,900,000	205,800,000
Effect of stock-based compensation (in shares)	1,400,000	0	1,100,000	600,000
Weighted average shares of common stock outstanding including dilutive shares (in shares)	239,600,000	206,000,000.0	239,000,000.0	206,400,000
Diluted earnings per share of common stock (in dollar per share)	$ 1.03	$ (0.47)	$ 1.30	$ 0.15
Antidilutive securities excluded from computation of earnings per share (in shares)	0	0	0	0
Performance Shares
Diluted earnings (loss) per share:
Antidilutive securities excluded from computation of earnings per share (in shares)	778,962		852,170	244,700
Share-based Awards
Diluted earnings (loss) per share:
Antidilutive securities excluded from computation of earnings per share (in shares)		2,800,000

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REPORTING SEGMENTS AND RELATED INFORMATION - Narrative (Details)	6 Months Ended
	Jun. 30, 2021 segment
Segment Reporting [Abstract]
Number of reportable segments	4

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REPORTING SEGMENTS AND RELATED INFORMATION - Net sales by reporting segments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information
Net sales	$ 3,758	$ 1,426	$ 7,767	$ 3,705
Inter-segment eliminations
Segment Reporting Information
Net sales	(139)	(7)	(279)	(22)
Air Management
Segment Reporting Information
Net sales	1,818	819	3,786	2,238
Air Management | Operating Segments
Segment Reporting Information
Net sales	1,854	826	3,865	2,260
e-Propulsion & Drivetrain
Segment Reporting Information
Net sales	1,294	607	2,713	1,467
e-Propulsion & Drivetrain | Operating Segments
Segment Reporting Information
Net sales	1,337	607	2,803	1,467
Fuel Injection
Segment Reporting Information
Net sales	424	0	850	0
Fuel Injection | Operating Segments
Segment Reporting Information
Net sales	480	0	955	0
Aftermarket
Segment Reporting Information
Net sales	222	0	418	0
Aftermarket | Operating Segments
Segment Reporting Information
Net sales	$ 226	$ 0	$ 423	$ 0

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REPORTING SEGMENTS AND RELATED INFORMATION - Earnings before interest and income taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information
Segment Adjusted EBIT	$ 479	$ 29	$ 992	$ 300
Corporate, including stock-based compensation	78	38	147	75
Restructuring expense	62	37	92	52
Merger, acquisition and divestiture expense	15	21	28	42
Loss on sale	7	0	7	0
Asset impairments	0	17	0	17
Net gain on insurance recovery for property damage	0	(6)	(2)	(6)
Equity in affiliates’ earnings, net of tax	(16)	(2)	(28)	(7)
Unrealized loss on equity securities	4	0	276	9
Interest income	(3)	(3)	(6)	(5)
Interest expense	42	18	63	30
Other postretirement income	(12)	(1)	(23)	(3)
Earnings (loss) before income taxes and noncontrolling interest	302	(90)	438	96
Provision (benefit) for income taxes	28	(6)	70	43
Net earnings (loss)	274	(84)	368	53
Net earnings attributable to noncontrolling interest, net of tax	27	14	56	22
Net earnings (loss) attributable to BorgWarner Inc.	247	(98)	312	31
Air Management
Segment Reporting Information
Segment Adjusted EBIT	277	28	599	236
Restructuring expense		16		29
e-Propulsion & Drivetrain
Segment Reporting Information
Segment Adjusted EBIT	132	1	269	64
Fuel Injection
Segment Reporting Information
Segment Adjusted EBIT	38	0	71	0
Aftermarket
Segment Reporting Information
Segment Adjusted EBIT	$ 32	$ 0	$ 53	$ 0

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OPERATING CASH FLOWS AND OTHER SUPPLEMENTAL FINANCIAL INFORMATION (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Supplemental Cash Flow Elements [Abstract]
Net earnings	$ 274	$ (84)	$ 368	$ 53
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization			390	224
Restructuring expense, net of cash paid			59	45
Stock-based compensation expense			27	16
Loss on sale	7	0	7	0
Loss on debt extinguishment			(20)	0
Asset impairments	$ 0	$ 17	0	17
Deferred income tax benefit			(99)	(24)
Unrealized loss on equity securities			276	9
Gain on insurance recovery received for property damages			(2)	(9)
Other non-cash adjustments			(12)	(8)
Net earnings adjustments to reconcile to net cash flows from operations			1,034	323
Retirement plan contributions			(12)	(10)
Changes in assets and liabilities, excluding effects of acquisitions, divestitures and foreign currency translation adjustments:
Receivables			(158)	362
Inventories			(260)	(40)
Prepayments and other current assets			(21)	(8)
Accounts payable and accrued expenses			41	(284)
Prepaid taxes and income taxes payable			30	(23)
Other assets and liabilities			(32)	7
Net cash provided by operating activities			622	327
Cash paid during the period for:
Interest			54	29
Income taxes, net of refunds			185	$ 83
Non-cash investing transactions:
Period end accounts payable related to property, plant and equipment purchases			$ 95		$ 182