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ACQUISITIONS | 9 Months Ended
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Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract] |
ACQUISITIONS | ACQUISITIONS In accordance with ASC Topic 805, “Business Combinations,” acquisitions are recorded using the acquisition method of accounting. The Company recognizes and measures the identifiable assets acquired, liabilities assumed, and any non-controlling interest as of the acquisition date fair value. Various valuation techniques are used to determine the 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 may include revenue growth rates, estimated earnings, royalty rates, obsolescence factors, contributory asset charges, customer attrition and discount rates. 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 public offering of 1.00% Senior Notes due 2031 completed on May 19, 2021. Refer to Note 14, “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. Upon that settlement, the Company also consolidated approximately €64 million ($77 million) of gross debt of AKASOL. Subsequent to the completion of the voluntary public takeover offer, the Company purchased additional shares of AKASOL for €28 million ($33 million) increasing its ownership to 93% as of September 30, 2021. 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 module and pack market. On August 2, 2021, the Company initiated a merger squeeze-out process under German law for the purpose of acquiring 100% of AKASOL. To determine the appropriate cash compensation for all outstanding AKASOL shares, the Company has engaged a valuation firm to determine the current fair value of the shares, the adequacy of which will be subsequently examined by an independent, court-appointed auditor. The overall process will take several months and will require a resolution to be passed by AKASOL’s shareholders in a general meeting. The purchase price was allocated on a preliminary basis as of June 4, 2021. 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. Certain estimated values for the acquisition, including goodwill 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 June 4, 2021, the acquisition date:
(in millions) | Initial Allocation |  | Measurement Period Adjustments |  | Revised Allocation
ASSETS |  |  |  |  |
Cash and cash equivalents (including restricted cash of $16 million) | $ | 29 |  |  | $ | — |  |  | $ | 29 |
Receivables, net | 16 |  |  | — |  |  | 16 |
Inventories, net | 42 |  |  | (2) |  |  | 40 |
Prepayments and other current assets | 5 |  |  | — |  |  | 5 |
Property, plant and equipment, net | 106 |  |  | 4 |  |  | 110 |
Goodwill | 707 |  |  | (4) |  |  | 703 |
Other intangible assets, net | 130 |  |  | — |  |  | 130 |
Total assets acquired | 1,035 |  |  | (2) |  |  | 1,033 |
LIABILITIES |  |  |  |  |
Notes payable and other short-term debt | 8 |  |  | — |  |  | 8 |
Accounts payable | 22 |  |  | — |  |  | 22 |
Other current liabilities | 13 |  |  | 5 |  |  | 18 |
Long-term debt | 69 |  |  | — |  |  | 69 |
Other non-current liabilities | 39 |  |  | (7) |  |  | 32 |
Total liabilities assumed | 151 |  |  | (2) |  |  | 149 |
Noncontrolling interest | 96 |  |  | — |  |  | 96 |
Net assets and noncontrolling interest acquired | $ | 788 |  |  | $ | — |  |  | $ | 788 |
Any excess of the purchase price over the estimated fair value of net assets was recognized as goodwill. Goodwill of $703 million, including the impact of measurement period adjustments, 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. The following table summarizes the other intangible assets acquired:
(in millions) | Estimated Life |  | Estimated Fair Value
Amortized intangible assets: |  |  |
Developed technology | 5 years |  | $ | 70 |
Customer relationships | 11 years |  | 25 |
Total amortized intangible assets |  |  | 95 |
Unamortized trade name | Indefinite |  | 35 |
Total other intangible assets |  |  | $ | 130 |
Generally accepted valuation practice indicates that assets and liabilities may be valued using a range of methodologies. The property, plant and equipment acquired were valued using a combination of cost and market approaches. Goodwill and identifiable intangible assets were valued using the income approach. Noncontrolling interests were valued using a market 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. The impact of the AKASOL acquisition on net sales and net earnings was immaterial for the three and nine months ended September 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, for the DT notes that remain outstanding, 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 Company finalized its valuation of the assets and liabilities of the Delphi Technologies acquisition during the third quarter of 2021. During the nine months ended September 30, 2021, the Company made measurement period adjustments based on new information about facts and circumstances that existed as of the acquisition date. The following table summarizes the final fair values of assets acquired and liabilities assumed as of the acquisition date and subsequent measurement period adjustments:
(in millions) | Initial Allocation |  | Measurement Period Adjustments |  | Revised Allocation
ASSETS |  |  |  |  |
Cash and cash equivalents | $ | 460 |  |  | $ | — |  |  | $ | 460 |
Receivables, net | 901 |  |  | (4) |  |  | 897 |
Inventories, net | 398 |  |  | (5) |  |  | 393 |
Prepayments and other current assets | 77 |  |  | 2 |  |  | 79 |
Property, plant and equipment, net | 1,548 |  |  | (31) |  |  | 1,517 |
Investments and other long-term receivables | 103 |  |  | (1) |  |  | 102 |
Goodwill | 710 |  |  | 44 |  |  | 754 |
Other intangible assets, net | 760 |  |  | — |  |  | 760 |
Other non-current assets | 359 |  |  | 1 |  |  | 360 |
Total assets acquired | 5,316 |  |  | 6 |  |  | 5,322 |
LIABILITIES |  |  |  |  |
Notes payable and other short-term debt | 2 |  |  | — |  |  | 2 |
Accounts payable | 692 |  |  | 1 |  |  | 693 |
Other current liabilities | 609 |  |  | 9 |  |  | 618 |
Long-term debt | 934 |  |  | — |  |  | 934 |
Other non-current liabilities: |  |  |  |  |
Retirement-related | 313 |  |  | — |  |  | 313 |
Other non-current liabilities | 286 |  |  | (4) |  |  | 282 |
Total liabilities assumed | 2,836 |  |  | 6 |  |  | 2,842 |
Noncontrolling interest | 89 |  |  | — |  |  | 89 |
Net assets and noncontrolling interest acquired | $ | 2,391 |  |  | $ | — |  |  | $ | 2,391 |
Any excess of the purchase price over the fair value of net assets was recognized as goodwill. Goodwill of $754 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 | $ | 150 |
e-Propulsion & Drivetrain | 301 |
Fuel Injection | — |
Aftermarket | 303 |
Total acquisition date goodwill | $ | 754 |
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. On a pro forma basis, the combined net sales of the Company and Delphi Technologies for the three and nine months ended September 30, 2020 were $3,588 million and $8,866 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, during the fourth quarter 2020, a gain of $391 million was recorded to adjust the carrying value of the Company’s investment to fair value of $432 million as of December 31, 2020. 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 nine months ended September 30, 2021, the Company recorded a loss of $61 million and $337 million, respectively, to adjust the carrying value of the Company’s investment to fair value. As of September 30, 2021, the investment’s fair value was $95 million, which is reflected in Investments and other long-term receivables in the Company’s Condensed Consolidated Balance Sheets. Prior to December 29, 2020, there was not a readily determinable fair value of Romeo and the Company assessed it for any impairment indicators or other changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In the first quarter of 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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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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