UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

QUARTERLY REPORT



(Mark One)
þ		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the quarterly period ended ~~September~~June 30, ~~2017~~2018



o		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

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 þ NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES þ NO o

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



Large accelerated filer	þ	Accelerated filer	o	Non-accelerated filer	o	Smaller reporting company	o
Emerging growth company	o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o NO þ

As of ~~October~~July 20, ~~2017,~~2018, the registrant had ~~210,838,499~~208,867,302 shares of voting common stock outstanding.

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BORGWARNER INC.

FORM 10-Q

THREE AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2018

INDEX



	Page No.
PART I. Financial Information

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017 (Unaudited)	3

Condensed Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 (Unaudited)	4

Condensed Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 (Unaudited)	5

Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 (Unaudited)	6

Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3035

Item 3. Quantitative and Qualitative Disclosures About Market Risk	3844

Item 4. Controls and Procedures	3944

PART II. Other Information

Item 1. Legal Proceedings	3944

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4045

Item 6. Exhibits	4046

SIGNATURES	4147

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(in millions)	September 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
ASSETS
Cash	$	414.3		$	443.7		$	361.9		$	545.3
Receivables, net	2,046.1			1,689.3			2,131.0			2,018.9
Inventories, net	773.4			641.2			800.2			766.3
Prepayments and other current assets	167.3			137.4			185.1			145.4
Assets held for sale							65.5			67.3
Total current assets	3,401.1			2,911.6			3,543.7			3,543.2

Property, plant and equipment, net	2,753.7			2,501.8			2,825.7			2,863.8
Investments and other long-term receivables	559.5			502.2			610.5			547.4
Goodwill	1,882.1			1,702.2			1,858.1			1,881.8
Other intangible assets, net	509.4			463.5			461.9			492.7
Other non-current assets	710.4			753.4			477.3			458.7
Total assets	$	9,816.2		$	8,834.7		$	9,777.2		$	9,787.6

LIABILITIES AND EQUITY
Notes payable and other short-term debt	$	303.2		$	175.9		$	70.5		$	84.6
Accounts payable and accrued expenses	2,015.0			1,847.3			2,122.1			2,270.3
Income taxes payable	63.0			68.6			12.4			40.8
Liabilities held for sale							31.3			29.5
Total current liabilities	2,381.2			2,091.8			2,236.3			2,425.2

Long-term debt	2,091.9			2,043.6			2,102.5			2,103.7

Other non-current liabilities:
Asbestos-related liabilities	786.0			827.6			747.9			775.7
Retirement-related liabilities	301.7			294.1			284.4			301.6
Other	339.1			275.7			352.1			355.5
Total other non-current liabilities	1,426.8			1,397.4			1,384.4			1,432.8

Commitments and contingencies

Common stock	2.5			2.5			2.5			2.5
Capital in excess of par value	1,100.1			1,104.3			1,110.7			1,118.7
Retained earnings	4,712.8			4,215.2			4,958.8			4,531.0
Accumulated other comprehensive loss	(545.7		)	(722.1		)	(567.6		)	(490.0		)
Common stock held in treasury	(1,444.0		)	(1,381.6		)	(1,544.1		)	(1,445.4		)
Total BorgWarner Inc. stockholders’ equity	3,825.7			3,218.3			3,960.3			3,716.8
Noncontrolling interest	90.6			83.6			93.7			109.1
Total equity	3,916.3			3,301.9			4,054.0			3,825.9
Total liabilities and equity	$	9,816.2		$	8,834.7		$	9,777.2		$	9,787.6

See accompanying Notes to Condensed Consolidated Financial Statements.

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BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(in millions, except share and per share amounts)	2017			2016			2017			2016			2018			2017			2018			2017
Net sales	$	2,416.2		$	2,214.2		$	7,212.9		$	6,812.0		$	2,694.0		$	2,389.7		$	5,478.3		$	4,796.7
Cost of sales	1,893.5			1,743.1			5,658.7			5,379.9			2,114.8			1,876.8			4,307.3			3,767.5
Gross profit	522.7			471.1			1,554.2			1,432.1			579.2			512.9			1,171.0			1,029.2

Selling, general and administrative expenses	224.8			209.7			658.6			600.4			236.0			215.1			489.4			434.1
Other expense, net	22.0			111.1			27.5			147.8
Other expense (income), net													30.4			(0.3		)	35.3			5.5
Operating income	275.9			150.3			868.1			683.9			312.8			298.1			646.3			589.6

Equity in affiliates’ earnings, net of tax	(14.4		)	(12.4		)	(38.5		)	(31.6		)	(13.0		)	(14.4		)	(23.2		)	(24.1		)
Interest income	(1.3		)	(1.6		)	(4.2		)	(4.7		)	(1.4		)	(1.4		)	(2.9		)	(2.9		)
Interest expense and finance charges	17.6			22.4			53.6			65.1			14.9			18.0			31.0			36.0
Other postretirement income													(2.4		)	(1.4		)	(5.0		)	(2.6		)
Earnings before income taxes and noncontrolling interest	274.0			141.9			857.2			655.1			314.7			297.3			646.4			583.2

Provision for income taxes	79.4			48.8			241.9			213.4			30.4			76.2			125.3			162.5
Net earnings	194.6			93.1			615.3			441.7			284.3			221.1			521.1			420.7
Net earnings attributable to the noncontrolling interest, net of tax	9.7			9.8			29.2			29.9			12.5			9.1			24.2			19.5
Net earnings attributable to BorgWarner Inc.	$	184.9		$	83.3		$	586.1		$	411.8		$	271.8		$	212.0		$	496.9		$	401.2

Earnings per share — basic	$	0.88		$	0.39		$	2.78		$	1.91		$	1.30		$	1.01		$	2.38		$	1.90

Earnings per share — diluted	$	0.88		$	0.39		$	2.77		$	1.90		$	1.30		$	1.00		$	2.36		$	1.89

Weighted average shares outstanding (thousands):
Basic	209,803			212,872			210,657			215,332			208,570			210,572			209,023			211,084
Diluted	211,013			213,766			211,575			216,189			209,857			211,478			210,312			211,857

Dividends declared per share	$	0.14		$	0.13		$	0.42		$	0.39		$	0.17		$	0.14		$	0.34		$	0.28

See accompanying Notes to Condensed Consolidated Financial Statements.

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BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2017			2016			2017			2016			2018			2017			2018			2017
Net earnings attributable to BorgWarner Inc.	$	184.9		$	83.3		$	586.1		$	411.8		$	271.8		$	212.0		$	496.9		$	401.2

Other comprehensive income (loss)
Foreign currency translation adjustments	64.2			27.9			186.6			41.8
Foreign currency translation adjustments*													(145.5		)	73.4			(80.5		)	122.4
Hedge instruments*	(1.7		)	(2.3		)	(5.2		)	1.1			1.6			(2.3		)	(1.7		)	(3.5		)
Defined benefit postretirement plans*	(1.8		)	(2.9		)	(6.2		)	(2.5		)	6.6			(4.5		)	4.6			(4.4		)
Other*	—			0.1			1.2			(1.2		)	—			1.2			—			1.2
Total other comprehensive income attributable to BorgWarner Inc.	60.7			22.8			176.4			39.2
Total other comprehensive (loss) income attributable to BorgWarner Inc.													(137.3		)	67.8			(77.6		)	115.7

Comprehensive income attributable to BorgWarner Inc.	245.6			106.1			762.5			451.0
Comprehensive income attributable to the noncontrolling interest	1.1			2.2			4.5			2.3
Comprehensive income attributable to BorgWarner Inc.*													134.5			279.8			419.3			516.9

Net earnings attributable to noncontrolling interest, net of tax													12.5			9.1			24.2			19.5
Other comprehensive (loss) income attributable to the noncontrolling interest*													(6.5		)	(0.6		)	(4.1		)	3.4
Comprehensive income	$	246.7		$	108.3		$	767.0		$	453.3		$	140.5		$	288.3		$	439.4		$	539.8


*	Net of income taxes.

See accompanying Notes to Condensed Consolidated Financial Statements.

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BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Nine Months Ended September 30,						Six Months Ended June 30,
(in millions)	2017			2016			2018			2017
OPERATING
Net earnings	$	615.3		$	441.7		$	521.1		$	420.7
Adjustments to reconcile net earnings to net cash flows from operations:
Asset impairment expense	—			106.5
Depreciation and amortization	302.0			291.2			218.3			197.1
Stock-based compensation expense							21.9			24.3
Deferred income tax (benefit) provision							(34.5		)	38.8
Restructuring expense, net of cash paid	3.5			12.0			30.8			—
Stock-based compensation expense	35.5			27.3
Deferred income tax provision	39.5			0.7
Equity in affiliates’ earnings, net of dividends received, and other	(23.7		)	(22.3		)	(26.9		)	(10.4		)
Net earnings adjusted for non-cash charges to operations	972.1			857.1			730.7			670.5
Changes in assets and liabilities:
Receivables	(232.0		)	(176.2		)	(158.6		)	(174.0		)
Inventories	(70.8		)	(45.5		)	(61.6		)	(31.2		)
Prepayments and other current assets	(9.1		)	3.9			(34.6		)	(13.4		)
Accounts payable and accrued expenses	49.8			(14.0		)	(106.2		)	(0.7		)
Income taxes payable	(18.1		)	(33.1		)	(52.7		)	(20.2		)
Other assets and liabilities	(68.0		)	0.9			(11.8		)	(31.8		)
Net cash provided by operating activities	623.9			593.1			305.2			399.2

INVESTING
Capital expenditures, including tooling outlays	(389.7		)	(354.8		)	(268.7		)	(254.2		)
Payments for business acquired, net of cash acquired	(180.6		)	—
Proceeds from sale of business, net of cash divested	—			5.4
Payments for venture capital investment							(3.0		)	(2.0		)
Proceeds from asset disposals and other	1.6			7.0			5.1			1.0
Payments for venture capital investment	(2.0		)	—
Net cash used in investing activities	(570.7		)	(342.4		)	(266.6		)	(255.2		)

FINANCING
Net increase in notes payable	124.9			51.6
Net increase (decrease) in notes payable							0.8			(32.0		)
Additions to long-term debt, net of debt issuance costs	—			4.6			19.4			—
Repayments of long-term debt, including current portion	(14.5		)	(16.6		)	(14.3		)	(12.5		)
Proceeds from interest rate swap termination	—			8.9
Payments for debt issuance cost	(2.4		)	—			—			(2.4		)
Payments for purchase of treasury stock	(100.0		)	(250.0		)	(110.5		)	(84.7		)
Payments for (proceeds from) stock-based compensation items	(2.1		)	0.9
Payments for stock-based compensation items							(15.1		)	(1.9		)
Dividends paid to BorgWarner stockholders	(88.5		)	(83.8		)	(71.1		)	(59.1		)
Dividends paid to noncontrolling stockholders	(23.6		)	(25.7		)	(24.9		)	(21.7		)
Net cash used in financing activities	(106.2		)	(310.1		)	(215.7		)	(214.3		)
Effect of exchange rate changes on cash	23.6			0.4			(6.3		)	13.7
Net decrease in cash	(29.4		)	(59.0		)	(183.4		)	(56.6		)
Cash at beginning of year	443.7			577.7			545.3			443.7
Cash at end of period	$	414.3		$	518.7		$	361.9		$	387.1

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	72.1		$	73.5		$	38.7		$	40.3
Income taxes, net of refunds	$	219.9		$	246.1		$	185.9		$	152.0
Non-cash investing transactions
Liabilities assumed from business acquired	$	19.1		$	—

See accompanying Notes to Condensed Consolidated Financial Statements.

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BORGWARNER INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(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. Operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2017.~~2018. The balance sheet as of December 31, ~~2016~~2017 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, ~~2016.~~2017. As disclosed in the Form 8-K dated June 15, 2018, the Company announced that it would restate its consolidated financial statements for the fiscal years ended December 31, 2016 and 2015 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, due to the Company’s re-evaluation of its accounting in those years for the estimated value of asbestos-related claims that had not yet been asserted and their associated defense costs. The restatement does not affect the current financial results reported on this Quarterly Report on Form 10-Q, nor does it affect the Company’s previously reported results for the fiscal year ended December 31, 2017. For more information concerning the restatement, please see the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission ("SEC") on June 15, 2018.

Certain prior period amounts have been reclassified to conform to current period presentation. During the fourth quarter of 2017, the Company identified a prior period error related to the exclusion of the net earnings attributable to the non-controlling interest in the first three and six months of 2017 Consolidated Statement of Comprehensive Income. The inclusion of this amount increased total Comprehensive Income by $9.1 million and $19.5 million for the three and six months ended June 30, 2017, respectively.

The Company concluded that the error was not material to the financial statements of any prior annual or interim period and therefore, amendments of previously filed reports are not required. In accordance with ASC Topic 250, "Accounting Changes and Error Corrections," we have corrected the error for all prior periods presented by revising the consolidated financial statements appearing herein. Quarterly periods not presented herein will be revised, as applicable, in future filings. The revision had no impact on the Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Cash Flows.

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. ~~Certain prior period amounts have been reclassified to conform to current period presentation.~~

(2) New Accounting Pronouncements

In February 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2018-07, "Compensation - Stock Compensation (Topic 718)." It expands the scope of the employee share-based payments guidance, which currently only includes share-based payments issued to employees, to also include share-based payments issued to nonemployees for goods and services. This guidance is effective for interim and annual periods beginning after December 15, 2018. Early adoption is

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permitted. The Company does not expect this guidance to have a material impact on its consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220)." It allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 ("the Tax Act"). In addition, the new guidance requires expanded disclosures including a description of the accounting policy releasing disproportionate income tax effects from accumulated other comprehensive income. This guidance is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.

In August 2017, the FASB issued ASU No. 2017-12, "Derivatives and Hedging (Topic 815)." It expands and refines hedge accounting for both nonfinancial and financial risk components and reduces complexity in fair value hedges of interest rate risk. It eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. It also eases certain documentation and assessment requirements and modifies the accounting for components excluded from assessment of hedge effectiveness. In addition, the new guidance requires expanded disclosures as it pertains to the effect of hedging on individual income statement lines, including the effects of components excluded from the assessment of effectiveness. The guidance is effective prospectively for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The Company adopted this guidance during the first quarter of 2018 and the impact on the consolidated financial statements was not material. Refer to the Financial Instruments footnote to the Condensed Consolidated Financial Statements for expanded disclosures.

In March 2017, the FASB issued ASU No. 2017-07, "Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." It requires disaggregating the service cost component from the other components of net benefit cost, provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization when applicable. This guidance is effective for interim and annual periods beginning after December 15, 2017.During the first quarter of 2018, the Company retrospectively adopted the presentation of service cost separate from the other components of net benefit costs. As a result, Cost of sales of $1.3 million and $2.3 million and Selling, general and administrative expenses of $0.1 million and $0.3 million for the three and six months ended June 30, 2017, respectively, have been reclassified to Other postretirement income as a separate line item in the Condensed Consolidated Statements of Operations.

In January 2017, the FASB issued ASU No. 2017-01, "Clarifying the Definition of a Business." It revises the definition of a business and provides a framework to evaluate when an input and a substantive process are present in an acquisition to be considered a business. This guidance is effective for annual periods beginning after December 15, 2017. The Company adopted this guidance in the first quarter of 2018 and there is no impact to the consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, "Restricted Cash." It requires that amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. The Company adopted this guidance in the first quarter of 2018 and there is no impact to the consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments." It provides guidance on eight specific cash flow issues with the objective of reducing the existing

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diversity in practice in how they are classified in the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. The Company adopted this guidance in the first quarter of 2018 and there is no impact to the consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326)." It replaces the current incurred loss impairment method with a new method that reflects expected credit losses. Under this new model an entity would recognize an impairment allowance equal to its current estimate of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." Under this guidance, lessees will be required to recognize a right-of-use asset and a lease liability for most leases, including operating leases defined under previous GAAP. Adoption will require a modified retrospective transition with an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. The Company is currently evaluating all forms of leasing arrangements and determining potential system requirements that will be necessary to implement the new standard. Based on the results of the assessment, the Company will refine its internal policy to include criteria for evaluating the impact of the new standard and also implement appropriate refinements to business processes, systems and controls to support the requirements of this new standard in the second half of 2018. The Company continues to evaluate the impact this guidance will have on its consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities." It requires equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. It also requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. This guidance is effective for interim and fiscal years beginning after December 15, 2017. The Company adopted this guidance in the first quarter of 2018 with no impact to the consolidated financial statements and elected the measurement alternative for equity investments without readily determinable fair values.

In May 2014, the FASB amended the Accounting Standards Codification to add Topic 606 and issued ASU 2014-09, "Revenue from Contracts with Customers," outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and superseding the then applicable revenue recognition guidance. The new guidance requires new disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We adopted this new standard and all the related amendments (“new revenue standard”) effective January 1, 2018 and applied it to all contracts using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. We expect the impact of adoption of the new standard to be immaterial to our sales and net income on an ongoing basis.

Revenue is recognized when performance obligations under the terms of a contract are satisfied, which generally occurs with the transfer of control of our products. For most of our products, transfer of control occurs upon shipment or delivery, however, a limited number of our customer arrangements for our highly customized products with no alternative use provide us with the right to payment during the production process. As a result, for these limited arrangements, under the new revenue standard, revenue is recognized

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as goods are produced and control transfers to the customer. The Company recorded a transition adjustment as of January 1, 2018, which increased retained earnings by $2.0 million related to these arrangements.

The Company also has a limited number of arrangements with customers where the price paid by the customer is dependent on the volume of product purchased over the term of the arrangement. Under the new revenue standard, the Company estimates the volumes to be sold over the term of the arrangement and recognizes revenue based on the estimated amount of consideration to be received from these arrangements. The Company recorded a transition adjustment, which decreased the opening balance of retained earnings by $0.1 million related to these arrangements.

The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of new revenue standard was as follows:



(In millions)	Balance at December 31, 2017		Adjustments due to ASC 606			Balance at January 1, 2018
Inventories, net	$	766.3	$	(7.4	)	$	758.9
Prepayments and other current assets (including contract assets)	$	145.4	$	9.4		$	154.8
Accounts payable and other accrued expenses (including contract liabilities)	$	2,270.3	$	0.1		$	2,270.4
Retained earnings	$	4,531.0	$	1.9		$	4,532.9

The impact from adopting the new revenue standard as compared to the previous revenue guidance is immaterial to our Consolidated Statements of Operations for the three and six months ended June 30, 2018 and Consolidated Balance Sheets as of June 30, 2018.

(3) Revenue from Contracts with Customers

The Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments to all contracts using the modified retrospective method effective January 1, 2018. The Company manufactures and sells products, primarily to OEMs of light vehicles, and, to a lesser extent, to other OEMs of commercial vehicles, off-highway vehicles, certain Tier One vehicle systems suppliers and into the aftermarket. Although the Company may enter into long-term supply arrangements with its major customers, the prices and volumes are not fixed over the life of the arrangements, and a contract does not exist for purposes of applying ASC 606 until volumes are contractually known. Revenue is recognized when performance obligations under the terms of a contract are satisfied which generally occurs with the transfer of control of our products. For most of our products, transfer of control occurs upon shipment or delivery, however, a limited number of our customer arrangements for our highly customized products with no alternative use provide us 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. The Company recorded a contract asset of $10.7 million and $9.4 million at June 30, 2018 and January 1, 2018 for these arrangements. These amounts are reflected in Prepayments and other current assets in our consolidated balance sheet.

Revenue is measured at the amount of consideration we expect to receive in exchange for transferring the goods. The Company has a limited number of arrangements with customers where the price paid by the customer is dependent on the volume of product purchased over the term of the arrangement. In other limited arrangements, the Company will provide a rebate to customers based on the volume of products purchased during the course of the arrangement. The Company estimates the volumes to be sold over the term of the arrangement and recognizes revenue based on the estimated amount of consideration to be received from these arrangements. As a result of these arrangements, the Company recognized a liability of $10.9 million and $18.4 million at June 30, 2018 and December 31, 2017. These amounts are reflected in Accounts payable and accrued expenses in our consolidated balance sheet.

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The Company’s payment terms with customers are customary and vary by customer and geography but typically range from 30 to 90 days. We have evaluated the terms of our arrangements and determined that they do not contain significant financing components. The Company provides warranties on some of its products. Provisions for estimated expenses related to product warranty are made at the time products are sold. See the Product Warranty footnote to the Consolidated Financial Statements for more information on product warranties. Shipping and handling fees billed to customers are included in sales, while costs of shipping and handling are included in cost of sales. The Company has elected to apply the accounting policy election available under ASC 606 and accounts for shipping and handling activities as a fulfillment cost.

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 Accounts payable and accrued expenses and Other non-current liabilities in our consolidated balance sheet and were $11.9 million and $19.3 million at June 30, 2018 and $12.1 million and $21.9 million at December 31, 2017, respectively. These amounts are reflected as revenue over the term of the arrangement (typically 3 to 7 years) as the underlying products are shipped.

The Company continually seeks business development opportunities and at times provides customer incentives for new program awards. The Company evaluates the underlying economics of each amount of consideration payable to a customer to determine the proper accounting by understanding the reasons for the payment, the rights and obligations resulting from the payment, the nature of the promise in the contract, and other relevant facts and circumstances. When the Company determines that the payments are incremental and incurred only if the new business is obtained and expects to recover these costs from the customer over the term of the new business arrangement, the Company capitalizes these costs. The Company recognizes a reduction to revenue as products that the upfront payments are related to are transferred to the customer based on the total amount of products expected to be sold over the term of the arrangement (generally 3 to 7 years). The Company evaluates the amounts capitalized each period end for recoverability and expenses any amounts that are no longer expected to be recovered over the term of the business arrangement. The Company had $25.5 million and $18.2 million recorded in Prepayments and other current assets, and $172.4 million and $180.4 million recorded in Other non-current assets in the consolidated balance sheet at June 30, 2018 and December 31, 2017.

The following table represents a disaggregation of revenue from contracts with customers by segment and region:



	Three months ended June 30, 2018						Three months ended June 30, 2017
(In millions)	Engine		Drivetrain		Total		Engine		Drivetrain		Total
North America	$	391.8	$	441.4	$	833.2	$	393.0	$	431.8	$	824.8
Europe	806.6		247.9		1,054.5		685.2		228.9		914.1
Asia	430.4		337.1		767.5		365.1		253.0		618.1
Other	31.1		7.7		38.8		25.3		7.4		32.7
Total	$	1,659.9	$	1,034.1	$	2,694.0	$	1,468.6	$	921.1	$	2,389.7



	Six months ended June 30, 2018						Six months ended June 30, 2017
(In millions)	Engine		Drivetrain		Total		Engine		Drivetrain		Total
North America	$	793.5	$	889.4	$	1,682.9	$	782.6	$	861.1	$	1,643.7
Europe	1,652.8		539.1		2,191.9		1,364.3		465.8		1,830.1
Asia	852.1		673.8		1,525.9		757.0		505.0		1,262.0
Other	62.7		14.9		77.6		46.8		14.1		60.9
Total	$	3,361.1	$	2,117.2	$	5,478.3	$	2,950.7	$	1,846.0	$	4,796.7

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(4) Research and Development Expenditures

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 and accepted by the customer. 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 following table presents the Company’s gross and net expenditures on R&D activities:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2017			2016			2017			2016			2018			2017			2018			2017
Gross R&D expenditures	$	115.2		$	106.1		$	346.9		$	311.1		$	134.4		$	119.7		$	264.1		$	231.7
Customer reimbursements	(13.7		)	(17.5		)	(44.1		)	(52.2		)	(22.0		)	(14.8		)	(35.0		)	(30.4		)
Net R&D expenditures	$	101.5		$	88.6		$	302.8		$	258.9		$	112.4		$	104.9		$	229.1		$	201.3

The Company has contracts with several customers at the Company's various R&D locations. No such contract exceeded 5% of annual net R&D expenditures in any of the periods presented.

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~~(3)~~(5) Other Expense, net

Items included in other expense, net consist of:

Three Months Ended
September 30,

Nine Months Ended
September 30,
(in millions) 2017 2016 2017 2016
Restructuring expense $ 13.3
$ 1.3
$ 13.3
$ 26.9
Merger and acquisition expense 6.4
5.9
6.4
18.9
Lease termination settlement —
—
5.3
—
Asset impairment expense —
106.5
—
106.5
Other expense (income) 2.3
(2.6 ) 2.5
(4.5 )
Other expense, net $ 22.0
$ 111.1
$ 27.5
$ 147.8



	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2018			2017			2018			2017
Restructuring expense	$	31.2		$	—		$	38.7		$	—
Merger, acquisition and divestiture expense	1.0			—			3.2			—
Lease termination settlement	—			—			—			5.3
Other (income) expense	(1.8		)	(0.3		)	(6.6		)	0.2
Other expense (income), net	$	30.4		$	(0.3	)	$	35.3		$	5.5

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, the Company recorded restructuring expense of ~~$13.3 million. During the three~~$31.2 million and ~~nine months ended September 30, 2016, the Company recorded~~$38.7 million, respectively. This restructuring expense ~~of $1.3 million and $26.9 million, respectively. These expenses related~~primarily relates to Drivetrain and Engine segment actions designed to improve future profitability and competitiveness. See the Restructuring footnote to the Condensed Consolidated Financial Statements for further discussion of these expenses.

~~On September 27, 2017,~~During the ~~Company acquired 100% of the equity interests of Sevcon, Inc. ("Sevcon"), a global player in electrification technologies, serving customers in the U.S., U.K., France, Germany, Italy, China~~three and ~~the Asia Pacific region. As a result,~~six months ended June 30, 2018, the Company recorded ~~$6.4~~$1.0 million and $3.2 million of ~~transaction~~merger, acquisition and divestiture expense primarily related to professional fees ~~during~~associated with divestiture activities for the ~~three months ended September 30, 2017.~~non-core pipe and thermostat product lines, respectively. See the ~~Recent Transactions~~Assets and Liabilities Held for Sale footnote to the Condensed Consolidated Financial Statements for further discussion.

During the first three ~~and nine~~ months ~~ended September 30, 2016, the Company incurred transition and realignment expenses and other professional fees~~ of $5.9 million and $18.9 million, respectively, associated with the November 2015 acquisition of Remy International, Inc. ("Remy"). Additionally, in October 2016, the Company entered into a definitive agreement to sell the light vehicle aftermarket business associated with Remy. The Company determined that assets and liabilities subject to the Remy light vehicle aftermarket business sale met the held for sale criteria during the third quarter of 2016. The fair value of the assets and liabilities, based on the anticipated sale price, was less than the carrying value, therefore,2018, the Company recorded a gain of approximately $4.0 million related to the settlement of a commercial contract for an ~~asset impairment expense of $106.5 million to adjust~~entity acquired in the ~~net book value of this business to its fair value. During the fourth quarter of 2016, the Company sold the~~2015 Remy ~~light vehicle aftermarket business for approximately $80 million in cash.~~acquisition.

During the first three months of 2017, the Company recorded a loss of $5.3 million related to the termination of a long term property lease for a manufacturing facility located in Europe.

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~~(4)~~(6) 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.

At ~~September~~June 30, 2018, the Company's effective tax rate for the first six months was 19.4%. This rate includes income tax expenses of$0.9 millionrelated to a commercial settlement gain, and reductions of income tax expense of $8.2 million related to restructuring expense, $0.3 million related to merger and acquisition expense, $13.4 million related to adjustments to measurement period provisional estimates associated with the Tax Act, $21.1 million related to an increase to our deferred tax asset due to the Company's ability to record a tax benefit for certain foreign tax credits now available due to actions the Company took in the second quarter, and $9.5 millionfor other one-time tax adjustments.

At June 30, 2017, the Company's effective tax rate for the first ~~nine~~six months was ~~28.2%~~27.9%. This rate includes ~~respective~~a reduction of income tax ~~benefits~~expense of~~$1.2~~ $6.6 million, ~~$0.3 million, and $11.7 million which are associated with restructuring expense, merger and acquisition expense, and~~ related to one-time tax adjustments, ~~that~~ primarily ~~resulted~~resulting from tax audit settlements.

At September 30, 2016, the Company's effective tax rate for the first nine months was 32.6%. This rate includes tax benefits of $27.6 million and $5.9 million related to asset impairment and restructuring expense, respectively, as discussed in the Other Expense, net footnote to the Condensed Consolidated Financial Statements, and $3.7 million related to other one-time tax adjustments, as well as a tax expense of $2.2 million related to a gain associated with the release of certain Remy light vehicle aftermarket liabilities due to the expiration of a customer contract.

The annual effective tax rates differ from the U.S. statutory rate primarily due to foreign rates which differ from those in the U.S., U.S. taxes on foreign earnings, the realization of certain business tax credits, including foreign tax credits, and favorable permanent differences between book and tax treatment for certain items, including equity in affiliates' earnings.

In accordance with guidance provided by Staff Accounting Bulletin No 118 (SAB 118), we have not completed our accounting for the tax effects of the Tax Act and have recorded provisional estimates for significant items including the following: (i) the effects on our existing deferred balances, (ii) the one-time transition tax, and (iii) our indefinite reinvestment assertion. The measurement period begins in the reporting period that includes the Tax Act’s enactment date and ends when the additional information is obtained, prepared, or analyzed to complete the accounting requirements under ASC Topic 740. The measurement period should not extend beyond one year from the enactment date.

As of June 30, 2018, the Company evaluated the provisional amounts initially recorded for the year ended December 31, 2017 and recorded adjustments based on updates to the Company's assumptions and the application of additional interpretative guidance issued in the second quarter of 2018. These adjustments resulted in (i) an increase in our existing deferred tax asset balances (ii) a net decrease to the one-time transition tax, and (iii) a decrease in the deferred tax liability associated with our indefinite reinvestment assertion totaling a net tax benefit of $13.4 million in the second quarter of 2018. The Company will continue to evaluate the provisional amounts recorded for the year ended December 31, 2017 throughout the remainder of the measurement period.

Deferred tax assets, which are reflected in Other non-current assets in our consolidated balance sheet, increased from $121.2 million at December 31, 2017 to $170.5 million at June 30, 2018, primarily due to the Company’s ability to record a tax benefit for certain foreign tax credits now available in the second quarter of 2018.

We have made an accounting policy election to treat the future tax impacts of the global intangible low tax income (GILTI) provisions of the Tax Act as a period cost to the extent applicable.

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~~(5)~~

(7) Inventories, net

Certain U.S. inventories are measured by the last-in, first-out (“LIFO”) method at the lower of cost or market, while other U.S. and foreign operations use the first-in, first-out (“FIFO”) or average-cost methods at the lower of cost and net realizable value. Inventories consisted of the following:


	September 30,			December 31,			June 30,			December 31,
(in millions)	2017			2016			2018			2017
Raw material and supplies	$	454.0		$	378.6		$	502.8		$	469.7
Work in progress	126.8			102.9			123.6			126.7
Finished goods	207.4			174.9			187.5			183.0
FIFO inventories	788.2			656.4			813.9			779.4
LIFO reserve	(14.8		)	(15.2		)	(13.7		)	(13.1		)
Inventories, net	$	773.4		$	641.2		$	800.2		$	766.3

~~(6)~~(8) Property, Plant and Equipment, net


	September 30,			December 31,			June 30,			December 31,
(in millions)	2017			2016			2018			2017
Land, land use rights and buildings	$	874.7		$	781.6		$	892.1		$	899.2
Machinery and equipment	2,659.9			2,371.2			2,767.8			2,734.4
Capital leases	5.9			3.9			1.3			1.5
Construction in progress	381.9			338.2			362.3			410.5
Total property, plant and equipment, gross	3,922.4			3,494.9			4,023.5			4,045.6
Less: accumulated depreciation	(1,351.3		)	(1,137.5		)	(1,406.9		)	(1,391.7		)
Property, plant and equipment, net, excluding tooling	2,571.1			2,357.4			2,616.6			2,653.9
Tooling, net of amortization	182.6			144.4			209.1			209.9
Property, plant and equipment, net	$	2,753.7		$	2,501.8		$	2,825.7		$	2,863.8

As of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, accounts payable of ~~$54.8~~$62.1 million and ~~$85.3~~$106.5 million, respectively, were related to property, plant and equipment purchases.

Interest costs capitalized for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017 ~~and 2016~~ were ~~$14.2~~$11.1 million and ~~$10.4~~$9.2 million, respectively.

~~(7)~~(9) 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,

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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.

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


(in millions)	2017			2016			2018			2017
Beginning balance, January 1	$	95.3		$	107.9		$	111.5		$	95.3
Provisions	51.3			47.4			35.3			43.9
Acquisitions	0.4			6.9
Liabilities held for sale	—			(9.2		)
Acquisition							0.2			—
Payments	(45.7		)	(36.7		)	(29.8		)	(32.2		)
Translation adjustment	5.4			2.1			(2.5		)	3.9
Ending balance, September 30	$	106.7		$	118.4
Ending balance, June 30							$	114.7		$	110.9

~~Acquisition activity~~In the six months ended June 30, 2018, warranty provisions decreased by $8.6 million from the same period in 2017 as the result of ~~$0.4 million relates to warranty liability associated with~~fewer product defect claims from customers in the Company's ~~purchase of Sevcon. Acquisition activity in 2016 of $6.9 million was related to the Company's accrual for product issues that predated the Company's 2015 acquisition of Remy.~~Engine segment.

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


	September 30,		December 31,		June 30,		December 31,
(in millions)	2017		2016		2018		2017
Accounts payable and accrued expenses	$	64.8	$	63.9	$	67.9	$	69.0
Other non-current liabilities	41.9		31.4		46.8		42.5
Total product warranty liability	$	106.7	$	95.3	$	114.7	$	111.5

~~(8)~~(10) Notes Payable and Long-Term Debt

As of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company had short-term and long-term debt outstanding as follows:

September 30, December 31,
(in millions) 2017 2016
Short-term debt

Short-term borrowings $ 282.4
$ 156.5

Long-term debt

8.00% Senior notes due 10/01/19 ($134 million par value) 137.8
139.1
4.625% Senior notes due 09/15/20 ($250 million par value) 251.6
251.9
1.80% Senior notes due 11/7/22 (€500 million par value) 585.9
520.7
3.375% Senior notes due 03/15/25 ($500 million par value) 495.9
495.6
7.125% Senior notes due 02/15/29 ($121 million par value) 118.9
118.8
4.375% Senior notes due 03/15/45 ($500 million par value) 493.5
493.3
Term loan facilities and other 29.1
43.6
Total long-term debt 2,112.7
2,063.0
Less: current portion 20.8
19.4
Long-term debt, net of current portion $ 2,091.9
$ 2,043.6

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	June 30,		December 31,
(in millions)	2018		2017
Short-term debt
Short-term borrowings	$	67.7	$	68.8

Long-term debt
8.00% Senior notes due 10/01/19 ($134 million par value)	136.4		137.4
4.625% Senior notes due 09/15/20 ($250 million par value)	251.2		251.4
1.80% Senior notes due 11/7/22 (€500 million par value)	580.1		595.7
3.375% Senior notes due 03/15/25 ($500 million par value)	496.3		496.1
7.125% Senior notes due 02/15/29 ($121 million par value)	119.0		118.9
4.375% Senior notes due 03/15/45 ($500 million par value)	493.6		493.5
Term loan facilities and other	28.7		26.5
Total long-term debt	2,105.3		2,119.5
Less: current portion	2.8		15.8
Long-term debt, net of current portion	$	2,102.5	$	2,103.7

In July 2016, the Company terminated interest rate swaps which had the effect of converting ~~$384~~$384.0 million of fixed rate notes to variable rates. The gain on the termination was recorded as an increase to the notes and is being amortized ~~into~~as a reduction to interest expense over the remaining terms of the notes. The ~~value~~unamortized gain related to these swap terminations as of ~~September~~June 30, ~~2017~~2018 was ~~$3.2~~$2.4 million and ~~$0.9~~$0.6 million on the 4.625% and 8.00% notes, ~~respectively, as an increase~~respectively. The unamortized gain related to ~~the notes. The value of~~ these ~~interest rate swaps~~swap terminations as of December 31, ~~2016~~2017 was ~~$3.9~~$2.9 million and ~~$1.3~~$0.8 million on the 4.625% and 8.00% notes, ~~respectively, as an increase to the notes.~~respectively.

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The Company terminated fixed to floating interest rate swaps in 2009. The gain on the termination was recorded as an increase to the notes and is being amortized ~~into~~as a reduction to interest expense over the remaining term of the notes. The ~~value~~unamortized gain related to ~~these~~this swap ~~terminations~~termination at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017 was ~~$3.1~~$1.9 million and ~~$4.1~~$2.7 million, respectively, on the 8.00% ~~notes as an increase to the~~ notes.

The weighted average interest rate on short-term borrowings outstanding as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017 was ~~2.2%~~3.2% and ~~2.3%~~3.1%, respectively. The weighted average interest rate on all borrowings outstanding, including the effects of outstanding swaps, as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017 was ~~3.7%~~3.4% and 3.8%, respectively.

~~On June 29, 2017, the~~The Company ~~amended and extended its $1 billion multi-currency revolving credit facility (which included a feature that allowed the Company's borrowings to be increased to $1.25 billion) to~~has a $1.2 billion multi-currency revolving credit facility, ~~(which~~which includes a feature that allows the Company's borrowings to be increased to $1.5 ~~billion).~~billion. The facility provides for borrowings through June 29, 2022. The Company has one key financial covenant as part of the credit agreement which is a debt to EBITDA ("Earnings Before Interest, Taxes, Depreciation and Amortization") ratio. The Company was in compliance with the financial covenant at ~~September~~June 30, ~~2017 and expects to remain compliant in future periods.~~ 2018. At ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company had no outstanding borrowings under this facility.

The Company's commercial paper program allows the Company to issue short-term, unsecured commercial paper notes up to a maximum aggregate principal amount outstanding ~~which increased from~~ ~~$1.0 billion to~~of $1.2 ~~billion effective July 26, 2017.~~billion. Under this program, the Company may issue notes from time to time and will use the proceeds for general corporate purposes. ~~At September~~The Company had no outstanding borrowings under this program as of June 30, ~~2017~~2018 and December 31, 2016, the Company had outstanding borrowings of $200.0 million and $50.8 million, respectively, under this program, which is classified in the Condensed Consolidated Balance Sheets in Notes payable and other short-term debt. 2017.

The total current combined borrowing capacity under the multi-currency revolving credit facility and commercial paper program cannot exceed $1.2 billion.

As of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the estimated fair values of the Company’s senior unsecured notes totaled ~~$2,185.3~~$2,153.8 million and ~~$2,081.4~~$2,209.1 million, respectively. The estimated fair values were ~~$101.7~~$77.2 million and ~~$62.0~~$116.1 million higher than their carrying value at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. 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 ~~$31.5~~$29.3 million and ~~$32.3~~$31.4 million at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. The letters of credit typically act as guarantees of payment to certain third parties in accordance with specified terms and conditions.

~~Table of Contents~~

~~(9)~~(11) 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 in 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).

~~Table of Contents~~

The following tables classify assets and liabilities measured at fair value on a recurring basis as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016:~~2017:


			Basis of fair value measurements									Basis of fair value measurements
(in millions)	Balance at September 30, 2017		Quoted prices in active markets for identical items (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Valuation technique	Balance at June 30, 2018		Quoted prices in active markets for identical items (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Valuation technique
Assets:
Foreign currency contracts										$	1.5	$	—	$	1.5	$	—	A
Net investment hedge contracts										$	6.6	$	—	$	6.6	$	—	A
Other long-term receivables (insurance settlement agreement note receivable)										$	43.4	$	—	$	43.4	$	—	C
Liabilities:
Commodity contracts	$	0.1	$	—	$	0.1	$	—	A	$	0.1	$	—	$	0.1	$	—	A
Foreign currency contracts	$	2.9	$	—	$	2.9	$	—	A	$	6.2	$	—	$	6.2	$	—	A
Other long-term receivables (insurance settlement agreement note receivable)	$	73.0	$	—	$	73.0	$	—	C
Liabilities:
Foreign currency contracts	$	2.9	$	—	$	2.9	$	—	A
Net investment hedge contracts	$	9.6	$	—	$	9.6	$	—	A


			Basis of fair value measurements									Basis of fair value measurements
(in millions)	Balance at December 31, 2016		Quoted prices in active markets for identical items (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Valuation technique	Balance at December 31, 2017		Quoted prices in active markets for identical items (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Valuation technique
Assets:
Commodity contracts	$	0.1	$	—	$	0.1	$	—	A
Foreign currency contracts	$	7.2	$	—	$	7.2	$	—	A	$	1.7	$	—	$	1.7	$	—	A
Other long-term receivables (insurance settlement agreement note receivable)	$	71.5	$	—	$	71.5	$	—	C	$	42.9	$	—	$	42.9	$	—	C
Liabilities:
Foreign currency contracts	$	1.1	$	—	$	1.1	$	—	A	$	5.0	$	—	$	5.0	$	—	A

~~(10)~~(12) Financial Instruments

The Company’s financial instruments include cash and marketable securities. Due to the short-term nature of these instruments, their book value approximates their fair value. The Company’s financial instruments may include long-term debt, 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 ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company had no derivative contracts that contained credit risk related contingent features.

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The Company uses certain commodity derivative contracts to protect against commodity price changes related to forecasted raw material and ~~supplies~~component purchases. The Company primarily utilizes forward and option contracts, which are designated as cash flow hedges. At ~~September~~June 30, ~~2017 and December 31, 2016,~~2018, the following commodity derivative contracts were ~~outstanding:~~outstanding. At December 31, 2017, there were no commodity derivative contracts outstanding.

Commodity derivative contracts
Commodity Volume hedged September 30, 2017 Volume hedged December 31, 2016 Units of measure Duration
Copper 49.1
213.8
Metric Tons Dec -17

~~Table of Contents~~



	Commodity derivative contracts
	Volume hedged
Commodity	June 30, 2018	Units of measure	Duration
Copper	151.0	Metric Tons	Dec - 18

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 selectively uses interest rate swaps to reduce market value risk associated with changes in interest rates (fair value hedges). At ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company had no outstanding interest rate swaps.

The Company uses foreign currency forward and option contracts to protect against exchange rate movements for forecasted cash flows (cash flow hedges), remeasurement exposures that affect earnings (non-designated hedges), and exposures associated with the Company’s net investments in certain foreign operations (net investment hedges). Forecasted cash flows may include capital expenditures, inventory purchases, operating expenses or sales transactions designated in currencies other than the functional currency of the operating unit. The Company has also designated its Euro-denominated debt as a net investment hedge of the Company's investment in a European subsidiary.

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 ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the following foreign currency derivative contracts were outstanding:

									Foreign currency derivatives (in millions)
Functional currency	Traded currency	Notional in traded currency September 30, 2017	Notional in traded currency December 31, 2016	Duration	Traded currency	Notional in traded currency June 30, 2018	Notional in traded currency December 31, 2017	Ending Duration
Brazilian real	Euro	1.1	—	Jan - 18	Euro	1.9	1.1	Dec - 18
British pound					Euro	15.9	—	Dec - 18
British pound					US dollar	5.8	—	Dec - 18
Chinese renminbi	US dollar	49.0	33.5	Nov - 18	US dollar	11.6	36.0	Sep - 18
Chinese renminbi	Euro	31.8	—	Jun - 18	Euro	—	18.6	Jun - 18
Euro	Chinese renminbi	30.2	—	Dec - 17	Chinese renminbi	37.0	85.0	Dec - 18
Euro	British pound	1.0	4.2	Dec - 17	British pound	2.0	3.9	Dec - 18
Euro	Japanese yen	774.0	1,004.8	Dec - 18	Japanese yen	525.3	1,311.3	Dec - 18
Euro	Polish zloty	33.6	18.8	Dec - 17	Swedish krona	267.4	267.4	Jun -19
Euro	Swedish krona	267.4	—	May -18	US dollar	24.7	56.5	Mar - 19
Euro	US dollar	30.3	35.3	Dec - 18
Japanese yen	Chinese renminbi	18.1	68.7	Dec - 17
Japanese yen	Korean won	1,441.5	5,689.2	Dec - 17	Chinese renminbi	44.0	—	Dec - 18
Japanese yen	US dollar	0.5	2.0	Dec - 17	US dollar	1.4	—	Dec - 18
Korean won	Euro	3.2	—	Dec - 17	Euro	0.8	3.1	Dec - 18
Korean won	Japanese yen	208.5	539.9	Dec - 17	Japanese yen	213.5	619.0	Dec - 18
Korean won	US dollar	5.1	14.2	Dec - 17	US dollar	29.8	11.2	Dec - 18
Mexican peso	US dollar	4.9	10.5	Dec - 17
Swedish krona	Euro	12.5	48.2	Dec - 17	Euro	83.1	109.7	Jan - 20
US dollar	Euro	100.0	—	Dec - 17	Euro	—	42.0	Dec - 18
US dollar					Mexican peso	264.9	—	Dec - 18

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The Company selectively uses cross-currency swaps to hedge the foreign currency exposure associated with our net investment in certain foreign operations (net investment hedges). At June 30, 2018, the following cross-currency swap contracts were outstanding. At December 31, 2017, there were no cross-currency swap derivative contracts outstanding.



	Cross-Currency Swaps
(millions of dollars)	Notional in USD		Notional in Local Currency		Duration
Fixed $ to fixed €	$	250.0	€	206.2	Sep - 20
Fixed $ to fixed ¥	$	100.0	¥	10,977.5	Feb - 23

At ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the following amounts were recorded in the Condensed Consolidated Balance Sheets as being payable to or receivable from ~~counterparties under ASC Topic 815:~~counterparties:

Assets Liabilities
(in millions) Location
September 30,
2017
December 31, 2016 Location
September 30,
2017
December 31, 2016
Foreign currency Prepayments and other current assets $ 2.9
$ 7.2
Accounts payable and accrued expenses $ 2.9
$ 1.1
Commodity Prepayments and other current assets $ 0.1
$ 0.1
Accounts payable and accrued expenses $ —
$ —
Net investment hedge Prepayments and other current assets $ —
$ —
Accounts payable and accrued expenses $ 9.6
$ —

~~Table of Contents~~



(in millions)	Assets					Liabilities
Derivatives designated as hedging instruments Under Topic 815:	Location	June 30, 2018		December 31, 2017		Location	June 30, 2018		December 31, 2017
Foreign currency	Prepayments and other current assets	$	1.5	$	0.9	Accounts payable and accrued expenses	$	4.0	$	3.9
	Other non-current assets	$	—	$	0.8	Other non-current liabilities	$	1.7	$	—
Commodity	Prepayments and other current assets	$	—	$	—	Accounts payable and accrued expenses	$	0.1	$	—
Net investment hedges	Other non-current assets	$	6.6	$	—	Other non-current liabilities	$	—	$	—

Derivatives not designated as hedging instruments
Foreign currency	Prepayments and other current assets	—		—		Accounts payable and accrued expenses	0.5		1.1

Effectiveness for cash flow ~~and net investment~~ hedges is assessed at the inception of the hedging relationship and quarterly, thereafter. ~~To the extent that derivative instruments are deemed to be effective, gains~~Gains and losses arising from these contracts that are included in the assessment of effectiveness are deferred into accumulated other comprehensive income (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. ToThe initial value of any component excluded from the ~~extent~~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 ~~derivative instruments~~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 ~~deemed to~~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 ~~ineffective, gains or losses are~~ recognized ~~into income.~~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.

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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. 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 ~~September~~June 30, ~~2017~~2018 market rates.


(in millions)	Deferred gain (loss) in AOCI at						Gain (loss) expected to be reclassified to income in one year or less			Deferred gain (loss) in AOCI at						Gain (loss) expected to be reclassified to income in one year or less
Contract Type	September 30, 2017			December 31, 2016						June 30, 2018			December 31, 2017
Foreign currency	$	(0.9	)	$	5.6		$	(0.9	)	$	(4.4	)	$	(2.3	)	$	(2.6	)
Commodity	0.1			(0.1		)	0.1			(0.1		)	—			(0.1		)
Net investment hedges	(45.3		)	29.5			—
Net investment hedges:
Foreign currency										2.9			2.9			—
Cross-currency swaps										6.6			—			—
Foreign currency denominated debt										(41.1		)	(57.1		)	—
Total	$	(46.1	)	$	35.0		$	(0.8	)	$	(36.1	)	$	(56.5	)	$	(2.7	)

The Company recognized a deferred loss of $0.4 million and $5.9 million in AOCI related to cash flow hedges during the three and six months ended June 30, 2018, respectively. The Company recognized a deferred loss of $1.4 million and $0.9 million in AOCI related to cash flow hedges during the three and six months ended June 30, 2017, respectively.

The Company recognized a deferred gain of $45.9 million and $22.6 million in foreign currency translation adjustment related to net investment hedges during the three and six months ended June 30, 2018, respectively. The Company recognized a deferred loss of $44.9 million and $51.7 million in foreign currency translation adjustment related to net investment hedges during the three and six months ended June 30, 2017, respectively.

Derivative instruments designated as ~~hedging~~cash flow hedge instruments as defined by ASC Topic 815 held during the period resulted in the following gains and ~~losses~~(losses) recorded in income:

~~Cash Flow Hedges~~


		Gain (loss) reclassified from AOCI to income (effective portion)							Gain (loss) recognized in income (ineffective portion)					Three Months Ended June 30, 2018
(in millions)		Three Months Ended							Three Months Ended					Net sales			Cost of sales			Selling, general and administrative expenses
Contract Type	Location	September 30, 2017			September 30, 2016			Location	September 30, 2017			September 30, 2016
Total amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded														$	2,694.0		$	2,114.8		$	236.0

Gain (loss) on cash flow hedging relationships:

Foreign currency	Sales	$	1.3		$	0.7		SG&A expense	$	—		$	—
Foreign currency	Cost of goods sold	$	(0.4	)	$	(0.4	)	SG&A expense	$	(0.1	)	$	0.1
Gain (loss) reclassified from AOCI to income														$	(0.7	)	$	(1.5	)	$	(0.3	)
Gain (loss) reclassified from AOCI to income as a result that a forecasted transaction is no longer probable of occurring														$	—		$	—		$	—

Commodity	Cost of goods sold	$	0.1		$	(0.4	)	Cost of goods sold	$	—		$	—
Gain (loss) reclassified from AOCI to income														$	—		$	—		$	—
Gain (loss) reclassified from AOCI to income as a result that a forecasted transaction is no longer probable of occurring														$	—		$	—		$	—

Gain (loss) reclassified
from AOCI to income
(effective portion)

Gain (loss)
recognized in income
(ineffective portion)
(in millions) Nine Months Ended Nine Months Ended
Contract Type Location
September 30,
2017

September 30,
2016
Location
September 30,
2017

September 30,
2016
Foreign currency Sales $ 3.3
$ 0.9
SG&A expense $ —
$ —
Foreign currency Cost of goods sold $ 0.9
$ (0.6 ) SG&A expense $ (0.1 ) $ 0.2
Commodity Cost of goods sold $ 0.4
$ (1.5 ) Cost of goods sold $ —
$ —

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~~Fair Value Hedges~~

(in millions)
Three Months Ended
September 30, 2017

Three Months Ended
September 30, 2016
Contract Type Location Gain (loss) on swaps Gain (loss) on borrowings Gain (loss) on swaps Gain (loss) on borrowings
Interest rate swap Interest expense and finance charges $ —
$ —
$ (2.8 ) $ 2.8



	Six Months Ended June 30, 2018
(in millions)	Net sales			Cost of sales			Selling, general and administrative expenses
Total amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded	$	5,478.3		$	4,307.3		$	489.4

Gain (loss) on cash flow hedging relationships:

Foreign currency
Gain (loss) reclassified from AOCI to income	$	(0.8	)	$	(2.6	)	$	(0.3	)
Gain (loss) reclassified from AOCI to income as a result that a forecasted transaction is no longer probable of occurring	$	—		$	—		$	—

Commodity
Gain (loss) reclassified from AOCI to income	$	—		$	—		$	—
Gain (loss) reclassified from AOCI to income as a result that a forecasted transaction is no longer probable of occurring	$	—		$	—		$	—

(in millions)
Nine Months Ended
September 30, 2017

Nine Months Ended
September 30, 2016
Contract Type Location Gain (loss) on swaps Gain (loss) on borrowings Gain (loss) on swaps Gain (loss) on borrowings
Interest rate swap Interest expense and finance charges $ —
$ —
$ 8.5
$ (8.5 )



	Three Months Ended June 30, 2017
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses
Total amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded	$	2,389.7	$	1,876.8	$	215.1

Gain (loss) on cash flow hedging relationships:

Foreign currency
Gain (loss) reclassified from AOCI to income	$	0.9	$	0.5	$	—
Gain (loss) reclassified from AOCI to income as a result that a forecasted transaction is no longer probable of occurring	$	—	$	—	$	(0.1	)

Commodity
Gain (loss) reclassified from AOCI to income	$	—	$	0.1	$	—
Gain (loss) reclassified from AOCI to income as a result that a forecasted transaction is no longer probable of occurring	$	—	$	—	$	—



	Six Months Ended June 30, 2017
(in millions)	Net sales		Cost of sales		Selling, general and administrative expenses
Total amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded	$	4,796.7	$	3,767.5	$	434.1

Gain (loss) on cash flow hedging relationships:

Foreign currency
Gain (loss) reclassified from AOCI to income	$	2.0	$	1.3	$	—
Gain (loss) reclassified from AOCI to income as a result that a forecasted transaction is no longer probable of occurring	$	—	$	—	$	—

Commodity
Gain (loss) reclassified from AOCI to income	$	—	$	0.3	$	—
Gain (loss) reclassified from AOCI to income as a result that a forecasted transaction is no longer probable of occurring	$	—	$	—	$	—

~~At September 30, 2017,~~There were no gains and (losses) recorded in income related to components excluded from the assessment of effectiveness for derivative instruments ~~that were not~~ designated as ~~hedging~~cash flow hedges.

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Derivatives designated as net investment hedge instruments as defined by ASC Topic 815 held during the period resulted in the following gains and (losses) recorded in income on components excluded from the assessment of effectiveness:



(in millions)		Three months ended
Contract Type	Location	June 30, 2018		June 30, 2017
Cross-currency swap	Interest expense and finance charges	$	2.2	$	—



(in millions)		Six months ended
Contract Type	Location	June 30, 2018		June 30, 2017
Cross-currency swap	Interest expense and finance charges	$	3.5	$	—

There were ~~immaterial.~~no gains and (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 and (losses) recorded in income:



(in millions)		Three months ended
Contract Type	Location	June 30, 2018		June 30, 2017
Foreign currency	Selling, general and administrative expenses	$	2.5	$	1.1



(in millions)		Six months ended
Contract Type	Location	June 30, 2018			June 30, 2017
Foreign currency	Selling, general and administrative expenses	$	(1.2	)	$	0.1

~~(11)~~(13) 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 ~~2017~~2018 range from $15.0 million to $25.0 million, of which ~~$11.4~~$8.1 million has been contributed through the first ~~nine~~six months of the year. The other postretirement benefit plans, which provide medical and life insurance benefits, are unfunded plans.

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


	Pension benefits												Other postretirement employee benefits						Pension benefits												Other postretirement employee benefits
(in millions)	2017						2016						Other postretirement employee benefits						2018						2017						Other postretirement employee benefits
Three Months Ended September 30,	US			Non-US			US			Non-US			2017			2016
Three Months Ended June 30,																			US			Non-US			US			Non-US			2018			2017
Service cost	$	—		$	4.5		$	—		$	4.1		$	—		$	—		$	—		$	4.5		$	—		$	4.5		$	—		$	0.1
Interest cost	2.2			2.8			2.4			3.1			0.8			1.0			2.2			3.0			2.2			2.6			0.7			0.8
Expected return on plan assets	(3.3		)	(6.0		)	(3.7		)	(6.1		)	—			—			(3.5		)	(6.9		)	(3.2		)	(5.8		)	—			—
Amortization of unrecognized prior service credit	(0.2		)	—			(0.2		)	—			(1.1		)	(1.2		)	(0.2		)	—			(0.2		)	—			(1.0		)	(1.0		)
Amortization of unrecognized loss	1.1			2.0			1.3			1.6			0.4			0.5			1.1			1.8			1.0			1.9			0.3			0.3
Net periodic benefit (income) cost	$	(0.2	)	$	3.3		$	(0.2	)	$	2.7		$	0.1		$	0.3		$	(0.4	)	$	2.4		$	(0.2	)	$	3.2		$	—		$	0.2


	Pension benefits												Other postretirement employee benefits						Pension benefits												Other postretirement employee benefits
(in millions)	2017						2016						Other postretirement employee benefits						2018						2017						Other postretirement employee benefits
Nine Months Ended September 30,	US			Non-US			US			Non-US			2017			2016
Six Months Ended June 30,																			US			Non-US			US			Non-US			2018			2017
Service cost	$	—		$	13.3		$	—		$	12.3		$	0.1		$	0.1		$	—		$	9.1		$	—		$	8.8		$	—		$	0.1
Interest cost	6.6			8.0			7.2			9.6			2.4			2.9			4.3			6.1			4.4			5.2			1.4			1.6
Expected return on plan assets	(9.8		)	(17.4		)	(11.2		)	(18.7		)	—			—			(6.9		)	(13.9		)	(6.5		)	(11.4		)	—			—
Amortization of unrecognized prior service credit	(0.6		)	—			(0.6		)	—			(3.1		)	(3.6		)	(0.4		)	—			(0.4		)	—			(2.0		)	(2.0		)
Amortization of unrecognized loss	3.2			5.8			3.8			4.7			1.0			1.6			2.1			3.6			2.1			3.8			0.6			0.6
Net periodic benefit (income) cost	$	(0.6	)	$	9.7		$	(0.8	)	$	7.9		$	0.4		$	1.0		$	(0.9	)	$	4.9		$	(0.4	)	$	6.4		$	—		$	0.3

~~Table~~The components of ~~Contents~~

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

~~(12)~~

(14) Stock-Based Compensation

~~Under~~The Company has granted restricted common stock and restricted stock units (collectively, "restricted stock") and performance share units as long-term incentive awards to employees and non-employee directors under the Company's ~~2004~~2014 Stock Incentive Plan ("~~2004~~2014 Plan"), and the Company's 2018 Stock Incentive Plan ("2018 Plan"). The Company's Board of Directors adopted the 2018 Plan as a replacement to the 2014 Plan in February 2018, and the Company's stockholders approved the 2018 Plan at the annual meeting of stockholders on April 25, 2018. After stockholders approved the 2018 Plan, the Company could no longer make grants under the 2014 Plan. The shares that were available for issuance under the 2014 Plan were cancelled upon approval of the 2018 Plan. The 2018 Plan authorizes the issuance of a total of 7.0 million shares, of which approximately 6.9 million shares were available for future issuance as of June 30, 2018.

Restricted stock In the first six months of 2018, the Company granted ~~options~~restricted stock relating to ~~purchase~~673,961 shares ~~of the Company's common stock at the fair market value on the date of grant. The options vested over periods of up~~and 19,656 shares to ~~three years~~employees and have a term of 10 years from date of grant. At its November 2007 meeting, the Company's Compensation Committee decided that restricted common stock awards and stock units ("restricted stock") would be awarded in place of stock options for long-term incentive award grants to employees.non-employee directors, respectively. Restricted stock granted to employees ~~primarily~~generally vests 50% after two years and the remainder after three years from the date of grant. Restricted stock granted to non-employee directors generally vests on the first anniversary of the date of grant. The Company recognizes the grant. In February 2014, the Company's Board of Directors replaced the expired 2004 Plan by adopting the BorgWarner Inc. 2014 Stock Incentive Plan ("2014 Plan"). On April 30, 2014, the Company's stockholders approved the 2014 Plan. Under the 2014 Plan, 8 million shares are authorized for grant, of which approximately 4.8 million shares are available for future issuance as of September 30, 2017.

~~Stock options~~ ~~A summary~~value of the ~~Company’s stock option activity for the nine months ended September 30, 2017 is as follows. As of March 31, 2017, there were no outstanding stock options.~~

Shares under option
(thousands)
Weighted average exercise price
Weighted average remaining contractual life
(in years)

Aggregate intrinsic value
(in millions)
Outstanding and exercisable at December 31, 2016 473
$ 17.47
0.1 $ 10.4
Exercised (473 ) $ 17.47

Outstanding and exercisable at September 30, 2017 —

~~Restricted stock~~ ~~The value of~~ restricted stock, which is ~~determined by~~equal to the market value of the Company’s common stock aton the date of grant. In the first nine months of 2017, restricted stock in the amount of 776,753 shares and 26,919 shares were granted to employees and non-employee directors, respectively. The value of the awards is recognizedgrant, as compensation expense ratably over the ~~restriction periods.~~restricted stock's vesting period. As of ~~September~~June 30, ~~2017, there was $34.7~~2018, the Company had $46.7 million of unrecognized compensation expense that will be recognized over a weighted average period of ~~1.9~~2.0 years.

The Company recorded restricted stock compensation expense of ~~$6.7~~$5.4 million and ~~$6.8~~$6.7 million for the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$20.2~~$11.9 million and ~~$19.9~~$13.5 million for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~and 2016,~~ respectively.

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A summary of the Company’s nonvested restricted stock for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 is as follows:


	Shares subject to restriction (thousands)		Weighted average price		Shares subject to restriction (thousands)		Weighted average grant date fair value
Nonvested at December 31, 2016	1,429		$	44.12
Nonvested at December 31, 2017					1,593		$	38.86
Granted	777		$	40.07	625		$	52.64
Vested	(453	)	$	57.35	(486	)	$	41.05
Forfeited	(28	)	$	41.87	(7	)	$	49.48
Nonvested at March 31, 2017	1,725		$	39.27
Nonvested at March 31, 2018					1,725		$	43.26
Granted	27		$	41.13	68		$	50.86
Vested	(61	)	$	51.71	(68	)	$	51.11
Forfeited	(28	)	$	38.06	(142	)	$	45.68
Nonvested at June 30, 2017	1,663		$	38.86
Vested	(7	)	$	45.09
Forfeited	(19	)	$	38.22
Nonvested at September 30, 2017	1,637		$	38.85
Nonvested at June 30, 2018					1,583		$	43.03

Total ~~Shareholder~~Stockholder Return Performance Share ~~Plans~~Units The ~~2004 and 2014 Plans provide for awarding of~~Company grants performance ~~shares~~share units to members of senior management that vest at the end of ~~successive~~ three-year periods based on the Company's ~~performance in terms of~~ total ~~shareholder~~stockholder return relative to a peer group of ~~automotive~~ companies. The Company recorded compensation expense of ~~$2.2~~$0.5 million and $2.3 million for the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$7.6~~$2.2 million and ~~$7.4~~$5.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively.

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Relative Revenue Growth Performance Share ~~Plans~~Units ~~In the second quarter of 2016, the~~The Company ~~started a new~~also grants performance share ~~program~~units to ~~reward~~ members of senior management that vest based on the Company's ~~performance in terms of~~ revenue growth relative to the vehicle market over three-year performance periods. The ~~Company recorded~~Company's compensation expense ~~of $2.3~~was $1.2 million and ~~income of $2.1~~$2.2 millionfor the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and $7.7 million and $5.4 million for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, respectively.

A summary of the status of the Company’s non-vested relative revenue growth performance share units for the six months ended June 30, 2018 is as follows:



	Number of shares (thousands)		Weighted average grant date fair value
Non-vested at December 31, 2017	355		$	39.42
Granted	175		$	52.64
Non-vested at March 31, 2018	530		$	43.79
Granted	95		$	50.20
Forfeited	(144	)	$	45.82
Non-vested at June 30, 2018	481		$	44.45

The restricted stock and noperformance share unit compensation expense for the ~~nine~~three and six months ended ~~September~~June 30, ~~2016.~~2018 disclosed above includes a net reduction to expense of $4.1 million related to the Company's second quarter of 2018 decision to modify the vesting provisions of existing restricted stock and performance share unit grants made to a retiring executive officer to allow certain of the outstanding awards, that otherwise would have been forfeited, to vest upon retirement. Additional incremental compensation expense of $15.8 million related to these modified awards will be recognized ratably through February 2019.

Stockholder's Equity During the six months ended June 30, 2018, the Company paid cash dividends of $71.1 million and repurchased 2,224,503 shares of common stock at a total cost of approximately $113.5 million. In connection with the stock based compensation plans above, the Company issued approximately 858,175 shares from treasury stock during the six months ended June 30, 2018. During the six months ended June 30, 2018, the Company declared dividends of $35.5 million to noncontrolling interest stockholders, of which $24.9 million were paid out.

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~~(13)~~(15) Accumulated Other Comprehensive Loss

The following tables summarize the activity within accumulated other comprehensive loss during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:


(in millions)	Foreign currency translation adjustments			Hedge instruments			Defined benefit postretirement plans			Other		Total			Foreign currency translation adjustments			Hedge instruments			Defined benefit postretirement plans			Other		Total
Beginning balance, June 30, 2017	$	(407.9	)	$	1.5		$	(202.5	)	$	2.5	$	(606.4	)
Beginning balance, March 31, 2018															$	(228.8	)	$	(4.6	)	$	(199.6	)	$	2.7	$	(430.3	)
Comprehensive income (loss) before reclassifications	64.2			(1.4		)	(4.7		)	—		58.1			(148.4		)	(0.4		)	6.4			—		(142.4		)
Income taxes associated with comprehensive income (loss) before reclassifications	—			0.9			1.5			—		2.4			2.9			—			(1.4		)	—		1.5
Reclassification from accumulated other comprehensive loss	—			(1.0		)	2.2			—		1.2			—			2.5			2.0			—		4.5
Income taxes reclassified into net earnings	—			(0.2		)	(0.8		)	—		(1.0		)	—			(0.5		)	(0.4		)	—		(0.9		)
Ending balance, September 30, 2017	$	(343.7	)	$	(0.2	)	$	(204.3	)	$	2.5	$	(545.7	)
Ending balance, June 30, 2018															$	(374.3	)	$	(3.0	)	$	(193.0	)	$	2.7	$	(567.6	)


(in millions)	Foreign currency translation adjustments			Hedge instruments			Defined benefit postretirement plans			Other		Total			Foreign currency translation adjustments			Hedge instruments			Defined benefit postretirement plans			Other		Total
Beginning balance, June 30, 2016	$	(407.3	)	$	1.4		$	(189.5	)	$	1.6	$	(593.8	)
Beginning balance, March 31, 2017															$	(481.3	)	$	3.8		$	(198.0	)	$	1.3	$	(674.2	)
Comprehensive income (loss) before reclassifications	27.9			(1.2		)	(4.1		)	0.1		22.7			73.4			(1.4		)	(8.7		)	1.2		64.5
Income taxes associated with comprehensive income (loss) before reclassifications	—			(1.4		)	(0.4		)	—		(1.8		)	—			(0.3		)	2.7			—		2.4
Reclassification from accumulated other comprehensive loss	—			0.1			2.0			—		2.1			—			(1.5		)	2.0			—		0.5
Income taxes reclassified into net earnings	—			0.2			(0.4		)	—		(0.2		)	—			0.9			(0.5		)	—		0.4
Ending balance, September 30, 2016	$	(379.4	)	$	(0.9	)	$	(192.4	)	$	1.7	$	(571.0	)
Ending balance, June 30, 2017															$	(407.9	)	$	1.5		$	(202.5	)	$	2.5	$	(606.4	)


(in millions)	Foreign currency translation adjustments			Hedge instruments			Defined benefit postretirement plans			Other		Total			Foreign currency translation adjustments			Hedge instruments			Defined benefit postretirement plans			Other		Total
Beginning balance, December 31, 2016	$	(530.3	)	$	5.0		$	(198.1	)	$	1.3	$	(722.1	)
Beginning balance, December 31, 2017															$	(293.8	)	$	(1.3	)	$	(197.6	)	$	2.7	$	(490.0	)
Comprehensive income (loss) before reclassifications	186.6			(2.3		)	(15.7		)	1.2		169.8			(86.7		)	(5.9		)	2.1			—		(90.5		)
Income taxes associated with comprehensive income (loss) before reclassifications	—			0.4			5.2			—		5.6			6.2			1.3			(0.3		)	—		7.2
Reclassification from accumulated other comprehensive loss	—			(4.6		)	6.3			—		1.7			—			3.7			3.9			—		7.6
Income taxes reclassified into net earnings	—			1.3			(2.0		)	—		(0.7		)	—			(0.8		)	(1.1		)	—		(1.9		)
Ending balance, September 30, 2017	$	(343.7	)	$	(0.2	)	$	(204.3	)	$	2.5	$	(545.7	)
Ending balance, June 30, 2018															$	(374.3	)	$	(3.0	)	$	(193.0	)	$	2.7	$	(567.6	)


(in millions)	Foreign currency translation adjustments			Hedge instruments			Defined benefit postretirement plans			Other			Total			Foreign currency translation adjustments			Hedge instruments			Defined benefit postretirement plans			Other		Total
Beginning balance, December 31, 2015	$	(421.2	)	$	(2.0	)	$	(189.9	)	$	2.9		$	(610.2	)
Beginning balance, December 31, 2016																$	(530.3	)	$	5.0		$	(198.1	)	$	1.3	$	(722.1	)
Comprehensive income (loss) before reclassifications	41.8			0.7			(6.1		)	(1.2		)	35.2			122.4			(0.9		)	(11.0		)	1.2		111.7
Income taxes associated with comprehensive income (loss) before reclassifications	—			(1.0		)	(0.6		)	—			(1.6		)	—			(0.5		)	3.7			—		3.2
Reclassification from accumulated other comprehensive loss	—			1.2			5.9			—			7.1			—			(3.6		)	4.1			—		0.5
Income taxes reclassified into net earnings	—			0.2			(1.7		)	—			(1.5		)	—			1.5			(1.2		)	—		0.3
Ending balance, September 30, 2016	$	(379.4	)	$	(0.9	)	$	(192.4	)	$	1.7		$	(571.0	)
Ending balance, June 30, 2017																$	(407.9	)	$	1.5		$	(202.5	)	$	2.5	$	(606.4	)

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~~(14)~~(16) 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 various 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 and product liability contingencies are discussed separately below. The Company's management does not expect that an adverse outcome in any of these 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 it 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 27 such sites. 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.

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), the Company has an accrual for indicated environmental liabilities of ~~$6.9~~$7.0 million and ~~$6.3~~$8.3 million ~~at September~~as of June 30, ~~2017~~2018 and at December 31, ~~2016,~~2017, respectively. The Company expects to pay out substantially all of the amounts accrued for environmental liability over the next five years.

In connection with the sale of Kuhlman Electric Corporation (“Kuhlman Electric”), a former indirect subsidiary, the Company agreed to indemnify the buyer and Kuhlman Electric against certain environmental liabilities relating to certain operations of Kuhlman Electric that pre-date the Company’s 1999 acquisition of Kuhlman Electric. Kuhlman Electric was sued by plaintiffs alleging personal injuries purportedly arising from contamination at Kuhlman Electric’s Crystal Springs, Mississippi facility. The Company understands that Kuhlman Electric was required by regulatory officials to remediate such contamination. Kuhlman Electric and its new owner tendered the personal injury lawsuits and regulatory demands to the Company. After the Company made certain payments to the plaintiffs and undertook certain remediation on Kuhlman Electric’s behalf, litigation regarding the validity of the indemnity ensued. The underlying personal injury lawsuits and indemnity litigation now have been fully resolved. The Company continues to pursue litigation against Kuhlman Electric’s historical insurers for reimbursement of amounts it paid on behalf of Kuhlman Electric under the indemnity. The Company may in the future become subject to further legal proceedings relating to these matters.

Asbestos-related Liability

Like many other industrial companies that have historically operated in the United States, the Company, or parties that the Company is obligated to indemnify, continues to be named as one of many defendants in asbestos-related personal injury actions. We believe that the Company’s involvement is limited because

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these claims generally relate to a few types of automotive products that were manufactured over thirty yearsago and contained encapsulated asbestos. The nature of the fibers, the encapsulation of the asbestos, and the manner of the products’ use all lead the Company to believe that these products were and are highly unlikely to cause harm. Furthermore, the useful life of nearly all of these products expired many years ago.

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The Company’s asbestos-related claims activity during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 is as follows:



	2017		2016		2018		2017
Beginning Claims January 1	9,385		10,061		9,225		9,385
New Claims Received	1,597		1,626		1,020		1,116
Dismissed Claims	(1,273	)	(1,942	)	(786	)	(965	)
Settled Claims	(326	)	(256	)	(189	)	(244	)
Ending Claims September 30	9,383		9,489
Ending Claims June 30					9,270		9,292

~~It is probable that additional asbestos-related claims will be asserted against the Company in the future.~~ The Company vigorously defends against these claims, and has obtained the dismissal of the majority of the claims asserted against it without any payment. The Company likewise expects that no payment will be made by the Company or its insurers in the vast majority of current and future asbestos-related claims in which it has been or will be named (or has an obligation to indemnify a party which has been or will be named).

Through ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company ~~had accrued and paid~~incurred $~~518.6~~556.9 million and ~~$477.7~~$528.7 million, respectively, in indemnity (including settlement payments) and defense costs in connection with asbestos-related claims. During the six months ended June 30, 2018 and 2017, the Company paid $28.2 million and $26.5 million, respectively, in indemnity and related defense costs in connection with asbestos-related claims. These gross payments are before tax benefits and any insurance receipts. Indemnity and defense costs are incorporated into the Company's operating cash flows and will continue to be in the future.

The Company reviews, on an ongoing basis, its own experience in handling asbestos-related claims and trends affecting asbestos-related claims in the U.S. tort system generally, for the purposes of assessing the value of pending asbestos-related claims and the number and value of those that may be asserted in the future, as well as potential recoveries from the Company’s insurers with respect to such claims and defense costs.~~During the fourth quarter~~ The Company has accrued estimated amounts in its consolidated financial statements on account of ~~2016, the Company determined~~asbestos-related claims that ~~a reasonable estimate of its liability for asbestos claims not yet asserted could be made, and the Company increased its aggregate estimated liability for asbestos-related claims~~have been asserted but not yet resolved and ~~potential~~for claims that have not yet been asserted. The Company's estimate of asbestos-related claims not yet asserted ~~to $879.3 million as of December 31, 2016. The Company's estimate~~ is not discounted to present value and includes an estimate of liability for potential future claims not yet asserted through December 31, 2059 with a runoff through 2067. The Company currently believes that December 31, 2067 is a reasonable assumption as to the last date on which it is likely to have resolved all asbestos-related claims, based on the nature and useful life of the Company’s products and the likelihood of incidence of asbestos-related disease in the U.S. population generally. As of ~~September~~June 30, ~~2017,~~2018, the Company’s reasonable best estimate of the aggregate liability for both asbestos-related claims asserted but not yet resolved and potential asbestos-related claims not yet asserted, including estimated defense costs, is as follows:

(in millions)
Asbestos Liability as of December 31, 2016 $ 879.3
Indemnity and Defense Related Costs (41.0 )
Asbestos Liability as of September 30, 2017 $ 838.3

The Company’s estimate of its aggregate liability for asbestos-related claims asserted but not yet resolved and potential asbestos-related claims not yet asserted was developed with the assistance of a third-party

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consultant. In developing such estimate, the third-party consultant projected a potential number of future claims based on the Company’s historical claim filings and patterns and compared that to anticipated levels of unique plaintiff asbestos-related claims asserted in the U.S. tort system against all defendants. The consultant also utilized assumptions based on the Company’s historical proportion of claims resolved without payment, historical settlement costs for those claims that result in a payment, and historical defense costs. The liabilities were then estimated by multiplying the pending and projected future claim filings by projected payments rates and average settlement amounts and then adding an estimate for defense costs.



(in millions)	2018			2017
Asbestos Liability beginning balance, January 1	$	828.2		$	879.3
Indemnity and Defense Related Costs	(28.3		)	(26.6		)
Asbestos Liability ending balance, June 30	$	799.9		$	852.7

The Company’s estimate of the indemnity and defense costs for asbestos-related claims asserted but not yet resolved and potential claims not yet asserted is its reasonable best estimate of such costs. Such estimate is subject to numerous uncertainties. These include future legislative or judicial changes affecting the U.S. tort system, bankruptcy proceedings involving one or more co-defendants, the impact and timing of payments from bankruptcy trusts that presently exist and those that may exist in the future, disease emergence and associated claim filings, the impact of future settlements or significant judgments, changes in the medical condition of claimants, changes in the treatment of asbestos-related disease, and any changes in settlement or defense strategies. The balances recorded for asbestos-related claims are based on the best available information and assumptions that the Company believes are reasonable, including as to the

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number of future claims that may be asserted, the percentage of claims that may result in a payment, the average cost to resolve such claims, and potential defense costs. The Company has concluded that it is reasonably possible that it may incur additional losses through 2067 for asbestos-related claims, in addition to amounts recorded, of up to approximately $100.0 million as of ~~September~~June 30, ~~2017.~~2018. The various assumptions utilized in arriving at the Company’s estimate may also change over time, and the Company’s actual liability for asbestos-related claims asserted but not yet resolved and those not yet asserted may be higher or lower than the Company’s estimate as a result of such changes.

On June 15, 2018, the Company announced that it would restate its consolidated financial statements for the fiscal years ended December 31, 2016 and 2015 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, due to the Company’s re-evaluation of its accounting in those years for the estimated value of asbestos-related claims that had not yet been asserted and their associated defense costs. The Company will also make appropriate revisions to the selected financial data for 2014 and 2013 and the quarterly information for 2016 to reflect these changes. The restatement does not affect the current financial results reported on this Quarterly Report on Form 10-Q, nor does it affect the Company’s previously reported results for the fiscal year ended December 31, 2017. The Company is working to prepare restated financial statements for the fiscal years ended December 31, 2016 and 2015, which the Company anticipates filing with the SEC on Form 10-K/A for the year ended December 31, 2017 as soon as practicable. For more information concerning the restatement, please see the Current Report on Form 8-K filed by the Company with the SEC on June 15, 2018.

The Company has certain insurance coverage applicable to asbestos-related claims. Prior to June 2004, the settlement and defense costs associated with all asbestos-related claims were paid by the Company's primary layer insurance carriers under a series of interim funding arrangements. In June 2004, primary layer insurance carriers notified the Company of the alleged exhaustion of their policy limits. A declaratory judgment action was filed in January 2004 in the Circuit Court of Cook County, Illinois by Continental Casualty Company and related companies against the Company and certain of its historical general liability insurers. The Cook County court has issued a number of interim rulings and discovery is continuing in this proceeding. The Company is vigorously pursuing the litigation against all carriers that are parties to it, as well as pursuing settlement discussions with its carriers where appropriate. The Company has entered into settlement agreements with certain of its insurance carriers, resolving such insurance carriers’ coverage disputes through the carriers’ agreement to pay specified amounts to the Company, either immediately or over a specified period. Through ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company ~~had~~ received $270.5 million and $270.0 million, respectively, in cash and notes from insurers on account of indemnity and defense costs respecting asbestos-related claims.

The Company continues to have additional excess insurance coverage available for potential future asbestos-related claims. As of June 30, 2018 and December 31, 2017, the Company estimates that it has $386.4 millionin aggregate insurance coverage available with respect to asbestos-related claims, and their associated defense costs, which the Company has recorded as a receivable. The Company ~~also reviews~~has determined the amount of ~~its unresolved, unexhausted excess insurance coverage for asbestos-related claims,~~that estimate by taking into account the remaining limits of ~~such~~the insurance coverage, the number and amount of potential claims from co-insured parties, ~~the ongoing litigation against the Company’s insurers described above,~~ potential remaining recoveries from insolvent insurers, the impact of previous insurance settlements, and coverage available from solvent insurers not party to the coverage litigation. ~~Based~~The Company’s remaining estimated insurance coverage relating to asbestos-related claims and their associated defense costs is the subject of disputes with its insurers, substantially all of which are being adjudicated in the Cook County insurance litigation. The Company believes that its insurance receivable is probable of collection notwithstanding those disputes based on, among other things, the arguments made by the insurers in the Cook County litigation and evaluation of those arguments by the Company and its counsel, the case law applicable to the issues in dispute, the rulings to date by the Cook County court, the absence of any credible evidence alleged by the insurers that ~~review,~~they are not liable to indemnify the Company, and the fact that the Company has ~~estimated that as~~recovered a substantial portion of ~~September 30, 2017 and December 31, 2016 that it has $386.4 millionin aggregate~~its insurance coverage, ~~available with respect~~$270.5 million, to ~~asbestos-related claims already satisfied by the Company but not yet reimbursed by the~~date from its insurers asbestos-related claims asserted but not yet resolved, and asbestos-related claims not yet asserted, in each case together with their associated defense costs. In each case, such amounts are expected to be fully recovered.under similar policies. However, the resolution of the insurance coverage ~~litigation,~~disputes, and the number and amount of claims on our insurance ~~from co-insured~~

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from co-insured parties, may increase or decrease the amount of such insurance coverage available to the Company as compared to the Company’s estimate.

The amounts recorded in the Condensed Consolidated Balance Sheets respecting asbestos-related claims are as follows:


	September 30,		December 31,		June 30,		December 31,
(in millions)	2017		2016		2018		2017
Assets:
Non-current assets	$	386.4	$	386.4	$	386.4	$	386.4
Total insurance assets	$	386.4	$	386.4	$	386.4	$	386.4
Liabilities:
Accounts payable and accrued expenses	$	52.3	$	51.7	$	52.0	$	52.5
Other non-current liabilities	786.0		827.6		747.9		775.7
Total accrued liabilities	$	838.3	$	879.3	$	799.9	$	828.2

~~(15)~~(17) Restructuring

In the third quarter of 2017, the Company ~~recorded restructuring expense of $12.6 million, primarily due to the initiation of~~initiated actions within its emissions business in the Engine segment designed to improve future profitability and ~~competitiveness. The Company plans to explore~~competitiveness and started exploring strategic options for the non-core emission product ~~lines~~lines. As a continuation of these actions, the Company recorded restructuring expense of $28.1 million and $32.9 million during the three and six months ended June 30, 2018, respectively, primarily related to professional fees and employee termination benefits. In the second quarter of 2018, the Company initiated a voluntary termination program in the European emissions business and approximately 140 employees accepted the voluntary termination packages. As a result, the Company recorded approximately $25.3 million of employee severance expense during the three months ended June 30, 2018. The Company will continue its plan to improve the ~~overall~~future profitability and competitiveness of its remaining European emissions business in the Engine segment. These actions may result in the recognition of ~~impairment or~~ additional restructuring charges that could be material.

~~On September 27, 2017, the Company acquired 100% of the equity interests of Sevcon. In connection with this transaction,~~Additionally, the Company recorded restructuring expense of $0.7 million in the third quarter of 2017, primarily related to contractually required severance associated with Sevcon executive officers. Cash payments for these restructuring activities are expected to be completed by Q1 2018.

In the fourth quarter of 2013, the Company initiated actions primarily in the Drivetrain segment designed to improve future profitability and competitiveness. As a continuation of these actions, the Company finalized severance agreements with three labor unions at separate facilities in Western Europe for approximately 450 employees. The Company recorded restructuring expense related to these facilities of $8.2 million for the nine months ended September 30, 2016, which included employee termination benefits of $3.0 million for the nine months ended September 30, 2016. Additionally, the Company recorded other restructuring expense of $5.2 million for the nine months ended September 30, 2016.

In the second quarter of 2014, the Company initiated actions to improve the future profitability and competitiveness of Gustav Wahler GmbH u. Co. KG and its general partner ("Wahler"). The Company recorded restructuring expense related to Wahler of $9.6 million in the nine months ended September 30, 2016, which included employee termination benefits of $4.1 million.

~~In the fourth quarter of 2015, the Company acquired 100% of the equity interests in Remy. As a result of actions following this transaction, the Company recorded restructuring expense of $1.3~~$3.2 million and ~~$6.1~~$5.5 million in the three and ~~nine~~six months ended ~~September~~June 30, ~~2016, respectively. Included in this restructuring expense is $3.1 million related to winding down certain operations in North America~~2018, respectively, in the ~~nine months ended September 30, 2016. Additionally, the Company recorded employee termination benefits of $0.3 million and $2.0 million~~Drivetrain segment primarily related to contractually required severance associated with Remy executive officers and other employee termination benefits in Mexico in the three and nine months ended September 30, 2016, respectively. Cash payments for these restructuring activities are expected to be complete by the end of 2017.

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manufacturing footprint rationalization activities.

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.

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The following tables display a rollforward of the severance accruals recorded within the Company's Condensed Consolidated Balance Sheet and the related cash flow activity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:


	Severance Accruals									Severance Accruals
(in millions)	Drivetrain			Engine			Total			Drivetrain			Engine			Total
Balance at December 31, 2016	$	3.7		$	2.7		$	6.4
Cash payments	(1.6		)	(2.1		)	(3.7		)
Translation adjustment	—			0.1			0.1
Balance at March 31, 2017	$	2.1		$	0.7		$	2.8
Cash payments	(0.2		)	(0.4		)	(0.6		)
Translation adjustment	0.1			—			0.1
Balance at June 30, 2017	$	2.0		$	0.3		$	2.3
Balance at December 31, 2017										$	4.1		$	1.3		$	5.4
Provision	0.7			0.7			1.4			1.1			0.7			1.8
Cash payments	(0.2		)	—			(0.2		)	(0.6		)	(1.1		)	(1.7		)
Translation adjustment	0.1			—			0.1			0.1			—			0.1
Balance at September 30, 2017	$	2.6		$	1.0		$	3.6
Balance at March 31, 2018										$	4.7		$	0.9		$	5.6
Provision										1.7			25.4			27.1
Cash payments										(1.3		)	(4.8		)	(6.1		)
Translation adjustment										(0.1		)	—			(0.1		)
Balance at June 30, 2018										$	5.0		$	21.5		$	26.5


	Severance Accruals									Severance Accruals
(in millions)	Drivetrain			Engine			Total			Drivetrain			Engine			Total
Balance at December 31, 2015	$	25.3		$	4.1		$	29.4
Provision	2.3			1.0			3.3
Balance at December 31, 2016										$	3.7		$	2.7		$	6.4
Cash payments	(17.3		)	(2.3		)	(19.6		)	(1.6		)	(2.1		)	(3.7		)
Translation adjustment	0.7			0.2			0.9			—			0.1			0.1
Balance at March 31, 2016	$	11.0		$	3.0		$	14.0
Provision	2.4			4.6			7.0
Balance at March 31, 2017										$	2.1		$	0.7		$	2.8
Cash payments	(5.3		)	(2.2		)	(7.5		)	(0.2		)	(0.4		)	(0.6		)
Translation adjustment	(0.2		)	(0.1		)	(0.3		)	0.1			—			0.1
Balance at June 30, 2016	$	7.9		$	5.3		$	13.2
Provision	0.3			—			0.3
Cash payments	(2.7		)	(1.3		)	(4.0		)
Translation adjustment	0.1			0.1			0.2
Balance at September 30, 2016	$	5.6		$	4.1		$	9.7
Balance at June 30, 2017										$	2.0		$	0.3		$	2.3

~~(16)~~(18) Earnings Per Share

The Company presents both basic and diluted earnings per share of common stock (“EPS”). 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 equivalent stock 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

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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. ~~Options~~The dilutive effects of performance-based stock awards described in the Stock-Based Compensation footnote are ~~only dilutive when~~included in the ~~average market price~~computation of diluted earnings per share at the level the related performance criteria are met through the respective balance sheet date. The total shareholder return performance shares of 174,400 shares granted in 2016 and 174,750 shares granted in 2018 were excluded from the computation of the ~~underlying common stock exceeds~~diluted earnings per share for the ~~exercise price~~three and six months ended June 30, 2018 because the impact of these potential shares would be anti-dilutive to the ~~options.~~basic earnings per share.

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


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per share amounts)	2017		2016		2017		2016		2018		2017		2018		2017
Basic earnings per share:
Net earnings attributable to BorgWarner Inc.	$	184.9	$	83.3	$	586.1	$	411.8	$	271.8	$	212.0	$	496.9	$	401.2
Weighted average shares of common stock outstanding	209.803		212.872		210.657		215.332		208.570		210.572		209.023		211.084
Basic earnings per share of common stock	$	0.88	$	0.39	$	2.78	$	1.91	$	1.30	$	1.01	$	2.38	$	1.90

Diluted earnings per share:
Net earnings attributable to BorgWarner Inc.	$	184.9	$	83.3	$	586.1	$	411.8	$	271.8	$	212.0	$	496.9	$	401.2

Weighted average shares of common stock outstanding	209.803		212.872		210.657		215.332		208.570		210.572		209.023		211.084
Effect of stock-based compensation	1.210		0.894		0.918		0.857		1.287		0.906		1.289		0.773
Weighted average shares of common stock outstanding including dilutive shares	211.013		213.766		211.575		216.189		209.857		211.478		210.312		211.857
Diluted earnings per share of common stock	$	0.88	$	0.39	$	2.77	$	1.90	$	1.30	$	1.00	$	2.36	$	1.89

~~(17)~~(19) Reporting Segments

The Company's business is comprised of two reporting segments: Engine and Drivetrain. These segments are strategic business groups, which 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 Adjusted EBIT after deducting notional taxes compared to the projected average capital investment required. 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 on-going operating income or loss.

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

Net Sales by Reporting Segment


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2017			2016			2017			2016			2018			2017			2018			2017
Engine	$	1,506.4		$	1,359.3		$	4,483.6		$	4,202.7		$	1,674.3		$	1,481.8		$	3,390.4		$	2,977.2
Drivetrain	921.8			865.9			2,767.7			2,640.5			1,034.1			921.0			2,117.0			1,845.9
Inter-segment eliminations	(12.0		)	(11.0		)	(38.4		)	(31.2		)	(14.4		)	(13.1		)	(29.1		)	(26.4		)
Net sales	$	2,416.2		$	2,214.2		$	7,212.9		$	6,812.0		$	2,694.0		$	2,389.7		$	5,478.3		$	4,796.7

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Adjusted Earnings Before Interest, Income Taxes and Noncontrolling Interest (“Adjusted EBIT”)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2017			2016			2017			2016			2018			2017			2018			2017
Engine	$	238.5		$	221.5		$	729.8		$	696.3		$	278.8		$	243.3		$	559.0		$	489.5
Drivetrain	111.5			89.4			325.9			271.0			116.3			109.2			237.3			213.6
Adjusted EBIT	350.0			310.9			1,055.7			967.3			395.1			352.5			796.3			703.1
Restructuring expense	13.3			1.3			13.3			26.9			31.2			—			38.7			—
Merger and acquisition expense	6.4			5.9			6.4			18.9
Merger, acquisition and divestiture expense													1.0			—			3.2			—
Lease termination settlement	—			—			5.3			—			—			—			—			5.3
Other expense, net	2.7			—			2.7			—
Asset impairment expense	—			106.5			—			106.5
Contract expiration loss (gain)	—			1.3			—			(6.2		)
Other income, net													—			—			(4.8		)	—
Other postretirement income													(2.4		)	(1.4		)	(5.0		)	(2.6		)
Corporate, including equity in affiliates' earnings and stock-based compensation	37.3			33.2			121.4			105.7			37.1			40.0			89.7			84.1
Interest income	(1.3		)	(1.6		)	(4.2		)	(4.7		)	(1.4		)	(1.4		)	(2.9		)	(2.9		)
Interest expense and finance charges	17.6			22.4			53.6			65.1			14.9			18.0			31.0			36.0
Earnings before income taxes and noncontrolling interest	274.0			141.9			857.2			655.1			314.7			297.3			646.4			583.2
Provision for income taxes	79.4			48.8			241.9			213.4			30.4			76.2			125.3			162.5
Net earnings	194.6			93.1			615.3			441.7			284.3			221.1			521.1			420.7
Net earnings attributable to the noncontrolling interest, net of tax	9.7			9.8			29.2			29.9			12.5			9.1			24.2			19.5
Net earnings attributable to BorgWarner Inc.	$	184.9		$	83.3		$	586.1		$	411.8		$	271.8		$	212.0		$	496.9		$	401.2

Total Assets


	September 30,		December 31,		June 30,		December 31,
(in millions)	2017		2016		2018		2017
Engine	$	4,607.0	$	4,134.6	$	4,741.0	$	4,732.9
Drivetrain	3,748.8		3,212.4		3,921.6		3,903.8
Total	8,355.8		7,347.0		8,662.6		8,636.7
Corporate *	1,460.4		1,487.7		1,114.6		1,150.9
Total assets	$	9,816.2	$	8,834.7	$	9,777.2	$	9,787.6

* Corporate assets include investments and other long-term receivables and certain deferred income taxes.

~~(18) New Accounting Pronouncements~~

~~In August 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-12,~~ ~~"Derivatives and Hedging (Topic 815)."~~ It expands and refines hedge accounting for both nonfinancial and financial risk components and reduces complexity in fair value hedges of interest rate risk. It eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. It also eases certain documentation and assessment requirements and modifies the accounting for components excluded from assessment of hedge effectiveness. The guidance is effective prospectively for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the guidance and does not expect the adoption to have a material impact on its Consolidated Financial Statements.

~~In May 2017, the FASB issued ASU No. 2017-09,~~ ~~"Scope of Modification Accounting."~~ ~~Under this guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification~~

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of the share-based payment award changes as a result of the change in terms or conditions. This guidance is effective prospectively for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect this guidance to have any impact on its Consolidated Financial Statements.

~~In March 2017, the FASB issued ASU No. 2017-07,~~ ~~"Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost."~~ It requires disaggregating the service cost component from the other components of net benefit cost, provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization when applicable. This guidance is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect this guidance to have a material impact on its Consolidated Financial Statements.

~~In January 2017, the FASB issued ASU No. 2017-04,~~ ~~"Simplifying the Test for Goodwill Impairment."~~ It eliminates Step 2 from the goodwill impairment test and an entity should recognize an impairment charge for the amount by which the carrying amount of goodwill exceeds the reporting unit's fair value, not to exceed the carrying amount of goodwill. This guidance is effective for annual and any interim impairment tests in fiscal years beginning after December 15, 2019. The Company plans to early adopt this guidance in the fourth quarter of 2017 in conjunction with the annual goodwill impairment test. The Company does not expect this guidance to have any impact on its Consolidated Financial Statements.

~~In January 2017, the FASB issued ASU No. 2017-01,~~ ~~"Clarifying the Definition of a Business."~~ It revises the definition of a business and provides a framework to evaluate when an input and a substantive process are present in an acquisition to be considered a business. This guidance is effective for annual periods beginning after December 15, 2017. The Company does not expect this guidance to have any impact on its Consolidated Financial Statements.

~~In November 2016, the FASB issued ASU No. 2016-18,~~ ~~"Restricted Cash."~~ It requires that amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. The Company does not expect this guidance to have a material impact on its Consolidated Financial Statements.

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~"Classification of Certain Cash Receipts and Cash Payments."~~ It provides guidance on eight specific cash flow issues with the objective of reducing the existing diversity in practice in how they are classified in the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The Company does not expect this guidance to have a material impact on its Consolidated Financial Statements.

~~In March 2016, the FASB issued ASU No. 2016-09,~~ ~~"Improvements to Employee Share-Based Payment Accounting."~~ Under this guidance, the areas of simplification involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, impact on earnings per share and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. Upon adopting this guidance in the first nine months of 2017, the Company recorded a tax benefit of $0.8 million within provision for income tax related to the excess tax benefit on share-based awards and reflected the excess tax benefit in operating activities rather than financing activities in the Consolidated Statements of Cash Flows. The Company elected to apply this change in presentation prospectively and thus prior periods have not been adjusted. The Company also excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of diluted earnings per share for the three and nine months ended September 30, 2017. The impact of this change was de minimis. Additionally, the Company elected

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~~not to change its policy on accounting for forfeitures and continued to estimate the total number of awards for which the requisite service period will not be rendered.~~

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~"Leases (Topic 842)."~~ Under this guidance, lessees will be required to recognize a right-of-use asset and a lease liability for all operating leases defined under previous GAAP. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. ~~The Company is currently evaluating the impact this guidance will have on its Consolidated Financial Statements.~~

~~In January 2016, the FASB issued ASU No. 2016-01,~~ ~~"Recognition and Measurement of Financial Assets and Financial Liabilities."~~ It requires equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. It also requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. This guidance is effective for interim and fiscal years beginning after December 15, 2017. The Company expects to elect the measurement alternative for equity investments without readily determinable fair values and does not expect this guidance to have a material impact on its Consolidated Financial Statements.

~~In May 2014, the FASB amended the Accounting Standards Codification to add Topic 606,~~ ~~"Revenue from Contracts with Customers,"~~ outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and superseding the most current revenue recognition guidance. The new guidance will also require new disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. The Company has continued to monitor FASB activity related to the new standard, and has worked with various non-authoritative industry groups to assess certain interpretative issues and the associated implementation of the new standard. Based on this, the Company does not expect any changes to how it accounts for reimbursable pre-production costs, currently accounted for as a cost reduction. The Company is currently analyzing the impact of the new guidance on its contracts and customer arrangements related to our highly customized products with no alternative use and for which the Company has an enforceable right to payment. The new guidance may require revenue to be recognized over time as the parts are being produced rather than upon shipment or delivery of the parts. In addition, the Company is assessing the impact of pricing provisions contained in some of our contracts and customer arrangements which may represent variable consideration or provide the customer with a material right. Additional work needs to be completed in order to finalize the conclusion of the impact of pricing structures. During 2017, based on the Company’s assessment of existing contracts and revenue streams, the Company has refined its internal policy to include criteria for evaluating the impact of the new standard on the amounts and timing of revenue recognition. Further, the Company is in the process of implementing appropriate refinements to the business processes, systems and controls to support recognition and disclosure under the new standard later in the fourth quarter of 2017 which will allow the Company to obtain the information necessary to determine the cumulative effect adjustment to be recorded upon adoption of this guidance. Training of employees on the impacts of the standard and refinements to our processes, systems and controls will continue throughout 2017. The Company expects to adopt this guidance effective January 1, 2018 utilizing the Modified Retrospective approach and is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

~~(19)~~(20) Recent Transactions

On September 27, 2017, the Company acquired 100% of the equity interests in Sevcon for cash of $185.7 million. This amount ~~includes~~included $26.6 million paid to settle outstanding debt and $5.1 million paid ~~in October 2017~~ for Sevcon stock-based awards attributable to ~~pre combination~~precombination services.

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Sevcon is a global player in electrification technologies, serving customers in the U.S., U.K., France, Germany, Italy, China and the Asia Pacific region. Sevcon complements BorgWarner’s power electronics capabilities utilized to provide electrified propulsion solutions.

Sevcon's operating results and assets are reported within the Company's Drivetrain reporting ~~segment as~~segment.

Table of the date of the acquisition. Sevcon's operating results from the date of acquisition through September 30, 2017 were insignificant. The Company paid $180.6 million in September 2017, which is reported as an investing activity in the Company's Consolidated Statement of Cash Flows.Contents

The following table summarizes the aggregated preliminary fair value of the assets acquired and liabilities assumed on September 27, 2017, the date of acquisition:


(millions of dollars)
Receivables, net	$	15.9		$	15.9
Inventories, net	19.0			18.6
Other current assets	3.1			2.8
Property, plant and equipment, net	7.4			7.3
Goodwill	133.6			126.0
Other intangible assets	61.1			70.7
Deferred tax liabilities	(8.6		)	(9.5		)
Income taxes payable	(0.7		)	(0.7		)
Other assets and liabilities	(2.7		)	(2.9		)
Accounts payable and accrued expenses	(23.3		)	(24.5		)
Total consideration, net of cash acquired	204.8			203.7

Less: Assumed retirement-related liabilities	19.1			18.0
Less: Consideration paid in October 2017	5.1
Cash paid in September 2017, net of cash acquired	$	180.6
Cash paid, net of cash acquired				$	185.7

In connection with the acquisition, the Company capitalized ~~$19.0~~$17.7 million for customer relationships, ~~$37.9~~$48.8 million for developed technology and $4.2 million for the Sevcon trade name. These intangible assets, excluding the indefinite-lived trade name, will be amortized over a period of 7 to 20 years. Various valuation techniques were used to determine the fair value of the intangible assets, with the primary techniques being forms of the income approach, specifically, the relief-from-royalty and excess earnings valuation methods, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Under these valuation approaches, the Company is required to make estimates and assumptions about sales, operating margins, growth rates, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. Due to the nature of the transaction, goodwill is not deductible for tax purposes.

The Company is in the process of finalizing all purchase accounting adjustments related to the acquisition. ~~Certain~~The Company has recorded fair value adjustments based on new information obtained during the measurement period primarily related to intangible assets. As of June 30, 2018, these adjustments have resulted in a decrease in goodwill of $7.6 million from the Company's initial estimate. In addition, certain other estimated values for the acquisition, including goodwill, ~~intangible assets~~contingencies 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.

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.

(21) Assets and Liabilities Held For Sale

In 2017, the Company started exploring strategic options for non-core emission product lines in the Engine segment and launched an active program to locate a buyer and initiated all other actions required to complete the plan to sell the non-core pipes and thermostat product lines. The Company determined that the assets and liabilities of the pipes and thermostat product lines met the held for sale criteria as of December, 2017. In the first six months of 2018, the Company continued its efforts to locate a buyer for this business. As of June 30, 2018 and December 31, 2017, assets of $65.5 million and $67.3 million, including allocated goodwill of $7.1 millionand $7.3 million, and liabilities of $31.3 millionand$29.5 million, respectively, were reclassified as held for sale on the Consolidated Balance Sheets. The fair value of the assets and liabilities,

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less costs to sell, was determined to be less than the carrying value, therefore, the Company recorded an asset impairment expense of $71.0 million in the year ended December 31, 2017 in Other expense, net to adjust the net book value of this business to its fair value less cost to sell. There was no asset impairment expense recorded in the three and six months ended June 30, 2018. The business did not meet the criteria to be classified as a discontinued operation.

The assets and liabilities classified as held for sale are as follows:



	June 30,			December 31,
(millions of dollars)	2018			2017
Receivables, net	$	22.2		$	21.0
Inventories, net	25.3			30.4
Prepayments and other current assets	11.4			10.3
Property, plant and equipment, net	47.7			47.7
Goodwill	7.1			7.3
Other intangible assets, net	20.6			21.1
Other assets	0.3			0.5
Impairment of carrying value	(69.1		)	(71.0		)
Total assets held for sale	$	65.5		$	67.3

Accounts payable and accrued expenses	$	25.6		$	24.6
Other liabilities	5.7			4.9
Total liabilities held for sale	$	31.3		$	29.5


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

INTRODUCTION

BorgWarner Inc. and Consolidated Subsidiaries (the “Company”) 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 ("SUVs"), 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 every major automotive OEM in the world.

The Company's products fall into two reporting segments: Engine and Drivetrain. The Engine segment's products include turbochargers, timing devices and chains, emissions systems and thermal systems. The Drivetrain segment's products include transmission components and systems, all-wheel drive torque transfer systems and rotating electrical devices.

On September 27, 2017, the Company acquired 100% of the equity interests of Sevcon. Sevcon's assets are reported within the Company's Drivetrain reporting segment as of the date of the acquisition. Sevcon's operating results from the date of acquisition through September 30, 2017 were insignificant.

RESULTS OF OPERATIONS

Three Months Ended ~~September~~June 30, ~~2017~~2018 vs. Three Months Ended ~~September~~June 30, ~~2016~~2017

Net sales for the three months ended ~~September~~June 30, ~~2017~~2018 totaled ~~$2,416.2~~$2,694.0 million, a ~~9.1%~~12.7% increase from the three months ended ~~September~~June 30, ~~2016.~~2017. Excluding the impact of ~~the Remy light vehicle aftermarket business divestiture and strengthening~~stronger foreign currencies ~~primarily~~and the ~~Euro,~~acquisition of Sevcon, net sales increased approximately ~~10.8%~~7.3%.

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Cost of sales as a percentage of net sales ~~decreased to 78.4%~~remained flat at 78.5% in the three months ended ~~September~~June 30, ~~2017 from 78.7% in the three months ended September 30, 2016.~~2018 and 2017. Gross profit and gross margin were ~~$522.7~~$579.2 million and ~~21.6%~~21.5% in the three months ended ~~September~~June 30, ~~2017~~2018 compared to ~~$471.1~~$512.9 million and ~~21.3%~~21.5% in the three months ended ~~September~~June 30, ~~2016.~~2017. The Company's material cost of sales was approximately 55% of net sales in both the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016.~~2017. The Company's remaining cost to convert raw material to finished product ~~(conversion cost) slightly decreased due to improved productivity compared~~was comparable to the three months ended ~~September~~June 30, ~~2016.~~2017.

Selling, general and administrative ("SG&A") expenses for the three months ended ~~September~~June 30, ~~2017~~2018 increased ~~$15.1~~$20.9 million to ~~$224.8~~$236.0 million from ~~$209.7~~$215.1 million as compared to the three months ended ~~September~~June 30, ~~2016.~~2017. SG&A as a percentage of net sales was ~~9.3%~~8.8% for the three months ended ~~September~~June 30, ~~2017,~~2018, down from ~~9.5%~~9.0% for the three months ended ~~September~~June 30, ~~2016.~~2017, primarily due to lower R&D expenses as a percentage of sales.

Other expense, net for the three months ended June 30, 2018 was $30.4 million including $31.2 million of restructuring expense primarily related to initiation of actions within its emissions business in the Engine segment designed to improve future profitability and competitiveness, and $1.0 million of merger, acquisition and divestiture expenses associated with divestiture activities for the non-core pipes and thermostat product lines.

Equity in affiliates’ earnings of $13.0 million decreased $1.4 million as compared with the three months ended June 30, 2017 primarily due to the impact of foreign currencies.

Interest expense and finance charges of $14.9 million decreased $3.1 million as compared with the three months ended June 30, 2017, primarily due to the cross-currency swaps executed in 2018 and an increase in capitalized interest.

At June 30, 2018, the Company's effective tax rate for the first six months was 19.4%. This rate includes income tax expenses of$0.9 millionrelated to a commercial settlement gain, and reductions of income tax expense of $8.2 million related to restructuring expense, $0.3 million related to merger and acquisition expense, $13.4 million related to adjustments to measurement period provisional estimates associated with the Tax Act, $21.1 million related to an increase to our deferred tax asset due to the Company's ability to record a tax benefit for certain foreign tax credits now available due to actions the Company took in the second quarter, and $9.5 millionfor other one-time tax adjustments. Excluding the impact of these non-comparable items, the Company has estimated its annual effective tax rate associated with ongoing operations to be approximately 26% for the year ending December 31, 2018. The reduction in the estimated annual effective tax rate is primarily due to the Company’s ability to record a tax benefit for certain foreign tax credits now available due to actions the Company has taken in the second quarter.

At June 30, 2017, the Company's effective tax rate for the first six months was 27.9%. This rate includes reduction of income tax expense of$6.6 millionrelated to one-time tax adjustments, primarily resulting from tax audit settlements. Excluding the impact of these non-comparable items, the Company estimated its annual effective tax rate associated with ongoing operations to be approximately 29% for the year ending December 31, 2017.

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The Company’s earnings per diluted share were $1.30 and $1.00 for the three months ended June 30, 2018 and 2017, 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,
	2018			2017
Non-comparable items:
Restructuring expense	$	(0.11	)	$	—
Merger, acquisition and divestiture expense	(0.01		)	—
CEO stock awards modification	0.02			—
Tax adjustments	0.21			0.05
Total impact of non-comparable items per share — diluted	$	0.11		$	0.05

Six Months Ended June 30, 2018 vs. Six Months Ended June 30, 2017

Net sales for the six months ended June 30, 2018 totaled $5,478.3 million, a 14.2% increase from the six months ended June 30, 2017. Excluding the impact of stronger foreign currencies and the acquisition of Sevcon, net sales increased approximately 6.9%.

Cost of sales as a percentage of net sales was 78.6% in the six months ended June 30, 2018 compared to 78.5% in the six months ended June 30, 2017. Gross profit and gross margin were $1,171.0 million and 21.4% in the six months ended June 30, 2018 compared to $1,029.2 million and 21.5% in the six months ended June 30, 2017. The Company's material cost of sales was approximately 55% of net sales in both the six months ended June 30, 2018 and 2017. The Company's remaining cost to convert raw material to finished product was comparable to the six months ended June 30, 2017.

SG&A expenses for the six months ended June 30, 2018 increased $55.3 million to $489.4 million from $434.1 million as compared to the six months ended June 30, 2017. SG&A as a percentage of net sales was 8.9% for the six months ended June 30, 2018, down from 9.0% for the six months ended June 30, 2017. R&D expenses, which are included in SG&A expenses, increased ~~$12.9~~$27.8 million to ~~$101.5~~$229.1 million from ~~$88.6~~$201.3 million as compared to the ~~three~~six months ended ~~September~~June 30, ~~2016.~~2017. As a percentage of net sales, R&D expenses ~~were~~remained flat at 4.2% ~~and 4.0%~~ in the ~~three~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016, respectively.~~2017. Our continued investment in a number of cross-business R&D programs, as well as other key programs, is necessary for the Company’s short- and long-term growth.

Other expense, net of ~~$22.0~~$35.3 million for the ~~three~~six months ended ~~September~~June 30, ~~2017~~2018 includes ~~$13.3~~$38.7 million of restructuring expense primarily related to initiation of actions within its emissions business in the Engine segment designed to improve future profitability and competitiveness, ~~and $6.4~~$3.2 million of merger,

~~Table~~ acquisition and divestiture expenses associated with divestiture activities for the non-core pipes and thermostat product lines and a gain of ~~Contents~~

~~and acquisition expenses~~approximately $4.0 million related to the settlement of a commercial contract for an entity acquired in ~~connection with~~ the ~~acquisition of Sevcon.~~2015 Remy acquisition. Other expense, net for the ~~three~~six months ended ~~September~~June 30, ~~2016~~2017 was ~~$111.1~~$5.5 million including $106.5 million to adjust the net book value of the Remy light vehicle aftermarket business, based on the anticipated sale price, as it met the held for sale criteria during the three months ended September 30, 2016. The Company sold the Remy light vehicle aftermarket business for approximately $80 million in cash in the fourth quarter of 2016. Additionally, the Company recorded $1.3 million of restructuring expense associated with both the Drivetrain and Engine segments and $5.9 millionprimarily related to ~~transition and realignment expenses and other professional fees associated with~~a loss of $5.3 million due to the ~~November 2015 acquisition~~termination of ~~Remy.~~a long term property lease for a manufacturing facility located in Europe.

Equity in affiliates’ earnings of ~~$14.4~~$23.2 million ~~increased $2.0~~decreased $0.9 million as compared with the ~~three~~six months ended ~~September~~June 30, ~~2016~~2017 primarily due to ~~higher earnings from~~ the ~~Company's 50% interest in NSK-Warner as a result~~impact of ~~improved business conditions in Asia.~~foreign currencies.

Interest expense and finance charges of ~~$17.6~~$31.0 million decreased ~~$4.8~~$5.0 million as compared with the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2017, primarily due to the ~~reduction~~cross-currency swaps executed in ~~senior notes~~2018 and an increase in capitalized interest.

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At ~~September~~June 30, ~~2017,~~2018, the Company's effective tax rate for the first ~~nine~~six months was ~~28.2%~~19.4%. This rate includes ~~respective~~income tax ~~benefits~~expenses of $~~1.2~~0.9 million, ~~$0.3~~related to a commercial settlement gain, and reductions of income tax expense of $8.2 million ~~and $11.7~~related to restructuring expense, $0.3 million ~~which are associated with restructuring expense,~~related to merger and acquisition expense, $13.4 million related to adjustments to measurement period provisional estimates associated with the Tax Act, $21.1 million related to an increase to our deferred tax asset due to the Company's ability to record a tax benefit for certain foreign tax credits now available due to actions the Company took in the second quarter, and $9.5 millionfor other one-time tax ~~adjustments that primarily resulted from tax audit settlements.~~adjustments. Excluding the impact of these non-comparable items, the Company has estimated its annual effective tax rate associated with ongoing operations to be approximately ~~29%~~26% for the year ending December 31, ~~2017.~~2018. The reduction in the estimated annual effective tax rate is primarily due to the Company’s ability to record a tax benefit for certain foreign tax credits now available due to actions the Company has taken in the second quarter.

At ~~September~~June 30, ~~2016,~~2017, the Company's effective tax rate for the first ~~nine~~six months was ~~32.6%~~27.9%. This rate includes reduction of income tax ~~benefits~~expense of ~~$27.6~~$6.6 million ~~and $5.9 million~~ related to ~~asset impairment and restructuring expense, respectively as discussed in the Other Expense, net footnote to the Condensed Consolidated Financial Statements, and $3.7 million related to other~~ one-time tax adjustments, ~~as well as a~~primarily resulting from tax ~~expense of $2.2 million related to a gain associated with the release of certain Remy light vehicle aftermarket liabilities due to the expiration of a customer contract.~~audit settlements. Excluding the impact of these non-comparable items, the Company ~~had~~ estimated its annual effective tax rate associated with ongoing operations to be approximately ~~31%~~29% for the year ending December 31, ~~2016.~~2017.

The Company’s earnings per diluted share were ~~$0.88~~$2.36 and ~~$0.39~~$1.89 for the ~~three~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively. The Company believes the following table is useful in highlighting non-comparable items that impacted its earnings per diluted share.

Three Months Ended
September 30,
2017 2016
Non-comparable items:
Restructuring expense $ (0.07 ) $ —
Merger and acquisition expense (0.03 ) (0.03 )
Asset impairment expense —
(0.37 )
Tax adjustments 0.02
0.01
Total impact of non-comparable items per share — diluted $ (0.08 ) $ (0.39 )

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~~Nine Months Ended September 30, 2017 vs. Nine Months Ended September 30, 2016~~

Net sales for the nine months ended September 30, 2017 totaled $7,212.9 million, a 5.9% increase from the nine months ended September 30, 2016. Excluding the impact of the Remy light vehicle aftermarket business divestiture and weakening foreign currencies, primarily the Euro and Chinese Renminbi, net sales increased approximately 10.4%.

Cost of sales as a percentage of net sales decreased to 78.5% in the nine months ended September 30, 2017 from 79.0% in the nine months ended September 30, 2016. Gross profit and gross margin were $1,554.2 million and 21.5% in the nine months ended September 30, 2017 compared to $1,432.1 million and 21.0% in the nine months ended September 30, 2016. The Company's material cost of sales was approximately 55% of net sales in both the nine months ended September 30, 2017 and 2016. The Company's remaining cost to convert raw material to finished product (conversion cost) slightly decreased due to improved productivity compared to the nine months ended September 30, 2016.

SG&A expenses for the nine months ended September 30, 2017 increased $58.2 million to $658.6 million from $600.4 million as compared to the nine months ended September 30, 2016. SG&A as a percentage of net sales was 9.1% for the nine months ended September 30, 2017, up from 8.8% for the nine months ended September 30, 2016, primarily due to higher R&D expenses, stock-based compensation and other employee costs. R&D expenses, which are included in SG&A expenses, increased $43.9 million to $302.8 million from $258.9 million as compared to the nine months ended September 30, 2016. As a percentage of net sales, R&D expenses were 4.2% and 3.8% in the nine months ended September 30, 2017 and 2016, respectively. Our continued investment in a number of cross-business R&D programs, as well as other key programs, is necessary for the Company’s short- and long-term growth.

Other expense, net of $27.5 million for the nine months ended September 30, 2017 includes $13.3 million of restructuring expense primarily related to initiation of actions within its emissions business in the Engine segment designed to improve future profitability and competitiveness, $6.4 million of merger and acquisition expenses associated with the acquisition of Sevcon, and a loss of $5.3 million related to the termination of a long term property lease for a manufacturing facility located in Europe. Other expense, net for the nine months ended September 30, 2016 was $147.8 million including $106.5 million to adjust the net book value of the Remy light vehicle aftermarket business to fair value, based on the anticipated sale price, as it met the held for sale criteria during the nine months ended September 30, 2016. The Company sold the Remy light vehicle aftermarket business for approximately $80 million in cash in the fourth quarter of 2016. Other expense, net for the nine months ended September 30, 2016 also includes $26.9 million of restructuring expense associated with both the Drivetrain and Engine segments and $18.9 million related to transition and realignment expenses and other professional fees associated with the November 2015 acquisition of Remy.

Equity in affiliates’ earnings of $38.5 million increased $6.9 million as compared with the nine months ended September 30, 2016 primarily due to higher earnings from the Company's 50% interest in NSK-Warner as a result of improved business conditions in Asia.

Interest expense and finance charges of $53.6 million decreased $11.5 million as compared with the nine months ended September 30, 2016, primarily due to the reduction in average outstanding short term borrowings and senior notes and increase in capitalized interest.

~~At September 30, 2017, the Company's effective tax rate for the first nine months was 28.2%. This rate includes respective tax benefits of$1.2 million~~, $0.3 million, and $11.7 million which are associated with restructuring expense, merger and acquisition expense, and one-time tax adjustments that primarily resulted from tax audit settlements. Excluding the impact of these non-comparable items, the Company has estimated its annual effective tax rate associated with ongoing operations to be approximately 29% for the year ending December 31, 2017.

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~~At September 30, 2016, the Company's effective tax rate for the first nine months was 32.6%. This rate includes tax benefits of $27.6 million~~and $5.9 million related to asset impairment and restructuring expense, respectively as discussed in the Other Expense, net footnote to the Condensed Consolidated Financial Statements, and $3.7 million related to other one-time tax adjustments, as well as a tax expense of $2.2 million related to a gain associated with the release of certain Remy light vehicle aftermarket liabilities due to the expiration of a customer contract. Excluding the impact of these non-comparable items, the Company had estimated its annual effective tax rate associated with ongoing operations to be approximately 31% for the year ending December 31, 2016.

The Company’s earnings per diluted share were $2.77 and $1.90 for the nine months ended September 30, 2017 and 2016, respectively. The Company believes the following table is useful in highlighting non-comparable items that impacted its earnings per diluted share.

Nine Months Ended
September 30,
2017 2016
Non-comparable items:
Restructuring expense $ (0.07 ) $ (0.10 )
Merger and acquisition expense (0.03 ) (0.09 )
Asset impairment expense —
(0.36 )
Contract expiration gain —
0.02
Tax adjustments 0.06
0.02
Total impact of non-comparable items per share — diluted $ (0.04 ) $ (0.51 )

~~Emissions Business Restructuring~~

In the third quarter of 2017, the Company recorded restructuring expense of $12.6 million, primarily due to the initiation of actions within its emissions business in the Engine segment designed to improve future profitability and competitiveness. The Company plans to explore strategic options for non-core product lines to improve the overall competitiveness of its remaining European emissions business in the Engine segment. These actions may result in the recognition of impairment or additional restructuring charges that could be material.



	Six Months Ended June 30,
	2018			2017
Non-comparable items:
Restructuring expense	$	(0.14	)	$	—
Merger, acquisition and divestiture expense	(0.02		)	—
CEO stock awards modification	0.02			—
Gain on commercial settlement	0.01			—
Tax adjustments	0.21			0.03
Total impact of non-comparable items per share — diluted	$	0.08		$	0.03

Reporting Segments

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Net Sales by Reporting Segment


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2017			2016			2017			2016			2018			2017			2018			2017
Engine	$	1,506.4		$	1,359.3		$	4,483.6		$	4,202.7		$	1,674.3		$	1,481.8		$	3,390.4		$	2,977.2
Drivetrain	921.8			865.9			2,767.7			2,640.5			1,034.1			921.0			2,117.0			1,845.9
Inter-segment eliminations	(12.0		)	(11.0		)	(38.4		)	(31.2		)	(14.4		)	(13.1		)	(29.1		)	(26.4		)
Net sales	$	2,416.2		$	2,214.2		$	7,212.9		$	6,812.0		$	2,694.0		$	2,389.7		$	5,478.3		$	4,796.7

Adjusted Earnings Before Interest, Income Taxes and Noncontrolling Interest (“Adjusted EBIT”)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2017			2016			2017			2016			2018			2017			2018			2017
Engine	$	238.5		$	221.5		$	729.8		$	696.3		$	278.8		$	243.3		$	559.0		$	489.5
Drivetrain	111.5			89.4			325.9			271.0			116.3			109.2			237.3			213.6
Adjusted EBIT	350.0			310.9			1,055.7			967.3			395.1			352.5			796.3			703.1
Restructuring expense	13.3			1.3			13.3			26.9			31.2			—			38.7			—
Merger and acquisition expense	6.4			5.9			6.4			18.9
Merger, acquisition and divestiture expense													1.0			—			3.2			—
Lease termination settlement	—			—			5.3			—			—			—			—			5.3
Other expense, net	2.7			—			2.7			—
Asset impairment expense	—			106.5			—			106.5
Contract expiration loss (gain)	—			1.3			—			(6.2		)
Other income, net													—			—			(4.8		)	—
Other postretirement income													(2.4		)	(1.4		)	(5.0		)	(2.6		)
Corporate, including equity in affiliates' earnings and stock-based compensation	37.3			33.2			121.4			105.7			37.1			40.0			89.7			84.1
Interest income	(1.3		)	(1.6		)	(4.2		)	(4.7		)	(1.4		)	(1.4		)	(2.9		)	(2.9		)
Interest expense and finance charges	17.6			22.4			53.6			65.1			14.9			18.0			31.0			36.0
Earnings before income taxes and noncontrolling interest	274.0			141.9			857.2			655.1			314.7			297.3			646.4			583.2
Provision for income taxes	79.4			48.8			241.9			213.4			30.4			76.2			125.3			162.5
Net earnings	194.6			93.1			615.3			441.7			284.3			221.1			521.1			420.7
Net earnings attributable to the noncontrolling interest, net of tax	9.7			9.8			29.2			29.9			12.5			9.1			24.2			19.5
Net earnings attributable to BorgWarner Inc.	$	184.9		$	83.3		$	586.1		$	411.8		$	271.8		$	212.0		$	496.9		$	401.2

Three Months Ended ~~September~~June 30, ~~2017~~2018 vs. Three Months Ended ~~September~~June 30, ~~2016~~2017

The Engine segment net sales increased ~~$147.1~~$192.5 million, or ~~10.8%~~13.0%, from the three months ended ~~September~~June 30, ~~2016.~~2017. Excluding the impact of ~~strengthening~~stronger foreign currencies, primarily the Euro, and merger and acquisition activity, net sales increased approximately ~~8.7%~~7.2% from the three months ended ~~September~~June 30, ~~2016,~~2017, due to higher sales of light vehicle turbochargers, thermal products, and engine timing systems, including variable cam timing. The Engine segment Adjusted EBIT margin was ~~15.8%~~16.7% in the three months ended ~~September~~June 30, ~~2017 down~~2018 up from ~~16.3%~~16.4% in the three months ended ~~September~~June 30, ~~2016,~~2017, primarily due to ~~operational inefficiencies in~~ the ~~Company's emissions business.~~impact of higher revenue.

The Drivetrain segment net sales increased ~~$55.9~~$113.1 million, or ~~6.5%~~12.3%, from the three months ended ~~September~~June 30, ~~2016.~~2017. Excluding the impact of ~~the Remy light vehicle aftermarket business divestiture and strengthening~~stronger foreign currencies ~~primarily~~and the ~~Euro,~~acquisition of Sevcon, net sales increased approximately ~~14.4%~~7.4% from the three months ended ~~September~~June 30, ~~2016,~~2017, primarily due to higher sales of all-wheel drive systems and transmission components. The Drivetrain segment Adjusted EBIT margin was ~~12.1%~~11.2% in the three months ended ~~September~~June 30, ~~2017 up~~2018 down from ~~10.3%~~11.9% in the three months ended ~~September~~June 30, ~~2016,~~2017, primarily due to the ~~sale~~impact of the ~~Remy light vehicle aftermarket business and conversion on higher sales.~~Sevcon acquisition.

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~~Nine~~

Six Months Ended ~~September~~June 30, ~~2017~~2018 vs. ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2017

The Engine segment net sales increased ~~$280.9~~$413.2 million, or ~~6.7%~~13.9%, from the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. Excluding the impact of ~~weakening~~stronger foreign currencies ~~primarily~~and the ~~Euro and Chinese Renminbi,~~acquisition of Sevcon, net sales increased approximately ~~7.5%~~6.1% from the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, due to higher sales of light vehicle turbochargers, thermal products, and engine timing systems, including variable cam timing. The Engine segment Adjusted EBIT margin was ~~16.3%~~16.5% in the ~~nine~~six months ended ~~September~~June 30, ~~2017 down~~2018 up from ~~16.6%~~16.4% in the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, primarily due to ~~operational inefficiencies in~~ the ~~Company's emissions business.~~impact of higher revenue.

The Drivetrain segment net sales increased ~~$127.2~~$271.1 million, or ~~4.8%~~14.7%, from the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. Excluding the impact of ~~the Remy light vehicle aftermarket business divestiture and weakening~~stronger foreign currencies ~~primarily~~and the ~~Euro and Chinese Renminbi,~~acquisition of Sevcon, net sales increased approximately ~~15.6%~~8.3% from the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, primarily due to higher sales of all-wheel drive systems and transmission components. The Drivetrain segment Adjusted EBIT margin was ~~11.8%~~11.2% in the ~~nine~~six months ended ~~September~~June 30, ~~2017 up~~2018 down from ~~10.3%~~11.6% in the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, primarily due to the ~~sale~~impact of the ~~Remy light vehicle aftermarket business and conversion on higher sales.~~Sevcon acquisition.

Outlook for ~~2017~~2018

Our overall outlook for ~~2017~~2018 is positive. Net new business-related sales growth, due to increased penetration of BorgWarner products around the world, is expected to drive growth above the modest global industry production growth expected in ~~2017.~~2018.

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. The several trends that are driving our long-term growth are expected to continue, including the increased turbocharger adoption in North America and Asia, the increased adoption of automated transmissions in Europe and Asia-Pacific, and the move to variable cam and chain engine timing systems in Europe and Asia-Pacific. Our long-term growth is also expected to benefit from the adoption of product offerings for hybrid and electric vehicles.

FINANCIAL CONDITION AND LIQUIDITY

The Company maintains various liquidity sources including cash and cash equivalents and the unused portion of our multi-currency revolving credit agreement. At ~~September~~June 30, ~~2017,~~2018, the Company had ~~$414.3~~$361.9 million of cash, of which ~~$407.6~~$358.3 million of cash is held by our subsidiaries outside of 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, however, doing so could result in increased foreign and U.S. ~~federal,~~ state and local income ~~taxes.~~tax payments. As a result of the Tax Act, the Company has recorded a liability for the U.S. federal and applicable state income tax liabilities calculated under the provisions of the deemed repatriation of foreign earnings. As of January 1, 2018, funds repatriated from foreign subsidiaries will generally no longer be taxable for U.S. federal tax purposes. A deferred tax liability has been recorded for ~~the portion of these funds anticipated to be repatriated to the United States.~~all estimated legally distributable foreign earnings. 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.

~~On June 29, 2017,~~The Tax Act reduced the ~~Company amended~~U.S. federal corporate tax rate from 35 percent to 21 percent and ~~extended its $1 billion multi-currency revolving credit facility (which included~~requires companies to pay a ~~feature~~one-time transition tax on earnings of certain foreign subsidiaries that ~~allowed~~were previously tax deferred. Certain provisions of the Tax Act which were not effective until January 1, 2018 are estimated to increase the Company's ~~borrowings to be increased to $1.25 billion) to~~U.S. income tax liability but overall we believe the impact of the Tax Act on liquidity sources as of June 30, 2018 is not material.

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The Company has a $1.2 billion multi-currency revolving credit facility, ~~(which~~which includes a feature that allows the Company's borrowings to be increased to $1.5 ~~billion).~~billion. The facility provides for borrowings through June 29, 2022. The Company has one key financial covenant as part of the credit agreement which is a debt to EBITDA ("Earnings Before Interest, Taxes, Depreciation and Amortization") ratio. The Company was in compliance with the financial covenant at ~~September~~June 30, ~~2017~~2018 and expects to remain compliant in future periods. At ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company had no outstanding borrowings under this facility.

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The Company's commercial paper program allows the Company to issue short-term, unsecured commercial paper notes up to a maximum aggregate principal amount outstanding ~~which increased from~~ ~~$1.0 billion~~to~~$1.2 billion effective July 26, 2017.~~of $1.2 billion. Under this program, the Company may issue notes from time to time and will use the proceeds for general corporate purposes. ~~At September~~The Company had no outstanding borrowings under this program as of June 30, ~~2017~~2018 and December 31, 2016, the Company had outstanding borrowings of $200.0 million and $50.8 million, respectively, under this program, which is classified in the Condensed Consolidated Balance Sheets in Notes payable and other short-term debt. 2017.

The total current combined borrowing capacity under the multi-currency revolving credit facility and commercial paper program cannot exceed $1.2 billion.

In addition to the credit facility, the Company's universal shelf registration has an unlimited amount of various debt and equity instruments that could be issued.

On February ~~08, 2017,~~7, 2018 and April ~~26, 2017, and July 26, 2017,~~25, 2018, the Company’s Board of Directors declared quarterly cash dividends of ~~$0.14~~$0.17 per share of common stock. These dividends were paid on March 15, ~~2017,~~2018 and June 15, ~~2017, and September 15, 2017.~~2018.

The Company's net debt to net capital ratio was ~~33.6%~~30.9% at ~~September~~June 30, ~~2017~~2018 versus ~~35.0%~~30.0% at December 31, ~~2016.~~2017.

The Company has a credit rating of BBB+ from both Standard & ~~Poor’s~~Poor's and Fitch Ratings and Baa1 from Moody's. The current outlook from Standard & ~~Poor’s~~Poor's, Moody's, and Fitch Ratings is stable. ~~During 2016, Moody's revised its outlook from stable to negative.~~ None of the ~~Company’s~~Company's debt agreements require accelerated repayment in the event of a downgrade in credit ratings.

Net cash provided by operating activities ~~increased $30.8~~decreased $94.0 million to ~~$623.9~~$305.2 million in the first ~~nine~~six months of ~~2017~~2018 from ~~$593.1~~$399.2 million in the first ~~nine~~six months of ~~2016.~~2017. The ~~$30.8~~cash decrease from operating activities of $94.0 million ~~increase~~ primarily reflects changes in working capital, offset by higher net earnings adjusted for non-cash charges to ~~operations, offset by changes in working capital.~~operations.

Net cash used in investing activities increased ~~$228.3~~$11.4 million to ~~$570.7~~$266.6 million in the first ~~nine~~six months of ~~2017~~2018 from ~~$342.4~~$255.2 million in the first ~~nine~~six months of ~~2016.~~2017. This increase is primarily due to ~~the acquisition of Sevcon and~~ higher capital expenditures, including tooling outlays.

Net cash used in financing activities ~~decreased $203.9~~increased $1.4 million to ~~$106.2~~$215.7 million in the first ~~nine~~six months of ~~2017~~2018 from ~~$310.1~~$214.3 million in the first ~~nine~~six months of ~~2016.~~2017. This ~~decrease~~increase is primarily driven by ~~lower Company stock purchases~~higher share repurchases, stock-based compensation and dividend payments, offset by higher ~~short term~~ borrowings.

We believe that the combination of cash from operations, cash balances, available credit facilities, and the universal shelf registration capacity will be sufficient to satisfy our cash needs for our current level of operations, our planned operations for the foreseeable future and our current share repurchase program. We will continue to balance our needs for internal growth, external growth, the return of capital to stockholders, debt reduction and cash conservation.

CONTINGENCIES

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and various 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 and product liability contingencies are discussed separately below. The Company's management does not expect that an adverse outcome in any of these commercial and legal

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claims, actions and complaints will have a material adverse effect on the Company's results of operations, financial position or cash flows, although it could be material to the results of operations in a particular quarter.

Environmental

See Note 1416 - Contingencies to the Condensed Consolidated Financial Statements for further details and information respecting the Company’s environmental liability.

Asbestos-related Liability

Like many other industrial companies that have historically operated in the United States, the Company, or parties the Company is obligated to indemnify, continues to be named as one of many defendants in asbestos-related personal injury actions. The Company has an estimated liability of ~~$838.3~~$799.9 million as of ~~September~~June 30, ~~2017~~2018 for asbestos-related claims and associated costs through 2067, which is the last date by which the Company currently estimates it is likely to have resolved all asbestos-related claims. The Company additionally estimates that, as of ~~September~~June 30, ~~2017,~~2018, it has aggregate insurance coverage available in the amount of $386.4 million to satisfy asbestos-related claims ~~already satisfied by the Company but not yet reimbursed by insurers, asbestos-related claims asserted but not yet resolved,~~ and ~~asbestos-related claims not yet asserted, as well as~~associated defense ~~costs associated with each.~~costs. See Note 1416 - Contingencies to the Condensed Consolidated Financial Statements for further details and information respecting the Company’s asbestos-related liability and corresponding insurance asset.

New Accounting Pronouncements

See Note 182 - New Accounting Pronouncements to the Condensed Consolidated Financial Statements for a detailed description of new applicable accounting pronouncements.

CAUTIONARY STATEMENTS FOR FORWARD-LOOKING STATEMENTS

Statements contained in this Form 10-Q (including Management's Discussion and Analysis of Financial Condition and Results of Operations) may contain 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," "initiative," "intends," "outlook," "plans," "potential," "project," "pursue," "seek," "should," "target," "when," "would," and variations of such words and similar expressions are intended to identify such forward-looking statements. All statements, other than statements of historical fact contained or incorporated by reference in this Form 10-Q, that we

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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,

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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" in Item 7 of our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2017, are inherently forward-looking. These 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 in 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 ~~Annual Report.~~Form 10-Q. Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control. Such risks and uncertainties include: fluctuations in domestic or foreign vehicle production; the continued use by original equipment manufacturers of outside suppliers, the ability to achieve anticipated benefits from, and to successfully integrate, ~~acquisitions,~~acquisitions; fluctuations in demand for vehicles containing our products; changes in general economic conditions; and the other risks noted under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 and in other reports that we file with the ~~Securities and Exchange Commission.~~SEC. We do not undertake any obligation to update or announce publicly any updates to or revision 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" in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2017, 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 not currently known to us or that we currently believe are immaterial also may impair our business, operations, liquidity, financial condition and prospects.

The Company is evaluating the impact that new tariffs and trade policies enacted or proposed may have on our business, including without limitation, the imposition of new tariffs by the United States government on imports to the U.S. (which could increase the cost of raw materials or components we purchase) and/or the imposition of retaliatory tariffs by foreign countries (which could increase the cost of products we sell).

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 ~~or regulatory~~ 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 or in-effect regulatory requirements.~~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 ~~or regulatory~~ financial measure, can be found in this report.

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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, ~~2016.~~

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2017.

Foreign currency exchange rate risk is the risk that we will incur economic losses due to adverse changes in foreign currency exchange rates. Currently, our most significant currency exposures relate to the British Pound, the Chinese Renminbi, the Euro, the Hungarian Forint, the Japanese Yen, the Mexican Peso, the Swedish Krona and the South Korean Won. We mitigate our foreign currency exchange rate risk by establishing local production facilities and related supply chain participants in the markets we serve, by invoicing customers in the same currency as the source of the products and by funding some of our investments in foreign markets through local currency loans. We also monitor our foreign currency exposure in each country and implement strategies to respond to changing economic and political environments. The depreciation of the British Pound post the United Kingdom's 2016 vote to leave the European Union and planned implementation actions is not expected to have a significant impact on the Company since net sales from the United Kingdom represent less than 2% of the Company's net sales in ~~2016.~~2017. In addition, the Company periodically enters into forward currency contracts in order to reduce exposure to exchange rate risk related to transactions denominated in currencies other than the functional currency.

The foreign currency translation adjustment ~~gain~~loss of ~~$64.2~~$145.5 million and ~~$186.6~~$80.5 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, and ~~the foreign currency translation~~ gain of ~~$27.9~~73.4 millionand ~~$41.8~~$122.4 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017, respectively, contained within our Condensed Consolidated Statements of Comprehensive Income (Loss) represent the foreign currency translational impacts of converting our non-U.S. dollar subsidiaries' financial statements to the Company’s reporting currency (U.S. Dollar). The foreign currency translation adjustment ~~gain~~loss of ~~$64.2~~$145.5 million and ~~$186.6~~$80.5 million infor the three and ~~nine~~six months ended ~~September~~June 30, 2018, respectively, was primarily due to the impact of a strengthening U.S. dollar against the Euro, which increased approximately 6% and 3% since March 31, 2018 and December 31, 2017, respectively. The foreign currency translation adjustment gain of 73.4 millionand $122.4 million for the three and six months ended June 30, 2017, respectively, was primarily due to the impact of a weakening U.S. dollar against the Euro, which decreased approximately 4%8% and ~~13%~~9% since ~~June 30,~~March 31, 2017 and December 31, 2016, respectively. The foreign currency translation adjustment gain of $27.9 million in the three months ended September 30, 2016 was primarily due to the impact of a weakening U.S. dollar against the Euro, Korean Won, and Japanese Yen. The first nine months of 2016 foreign currency translation adjustment gain of $41.8 million was primarily due to the impact of the weakening U.S. dollar against the Euro, Korean Won, and Japanese Yen, partially offset by a strengthening U.S. dollar against British Pound and Chinese Renminbi.

Item 4.Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the ~~Securities and Exchange Commission's~~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.

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. See Note 1416 — Contingencies, to the Condensed

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Consolidated Financial Statements of this Quarterly Report on Form 10-Q for a discussion of environmental, asbestos-related liability and other litigation, which is incorporated herein by reference.

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

The Company's Board of Directors authorized the purchase of up to $1.0 billion of the Company's common stock ~~over three years and authorized the purchase of~~ up to 79.6 million shares in the aggregate. As of ~~September~~June 30, ~~2017,~~2018, the Company had repurchased ~~69,742,810~~72.0 million shares in the aggregate under the Common Stock Repurchase Program. All shares purchased under this authorization have been and will continue to 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 for general corporate purposes.

Employee transactions include restricted ~~shares~~stock withheld to offset statutory minimum tax withholding that occurs upon vesting of restricted ~~shares.~~stock. The ~~BorgWarner Inc. Amended and Restated 2004 Stock Incentive~~2014 Plan and ~~the BorgWarner Inc. 2014 Stock Incentive~~2018 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.

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 ~~September~~June 30, ~~2017:~~2018:

											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	Maximum number of shares that may yet be purchased under the plans or programs	Total number of shares purchased	Average price per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs
Month Ended July 31, 2017
Common Stock Repurchase Program	264,258	$	45.41	264,258	9,891,660
Month Ended August 31, 2017
Month Ended April 30, 2018
Common Stock Repurchase Program	34,380	$	45.90	34,380	9,857,280	414,925	$	52.06	414,925	8,346,412
Employee transactions	2,808	$	45.74	—		16,123	$	50.50	—
Month Ended September 30, 2017
Month Ended May 31, 2018
Common Stock Repurchase Program	—	$	—	—	9,857,280	419,614	$	50.38	419,614	7,926,798
Employee transactions	247	$	46.07	—		—	$	—	—
Month Ended June 30, 2018
Common Stock Repurchase Program						294,021	$	45.33	294,021	7,632,777
Employee transactions						—	$	—	—


Item 6.	Exhibits





	Exhibit 3.1		Restated Certificate of Incorporation of the Company, as amended through April 26, 2018.*

	Exhibit 3.2		By-Laws of the Company as amended through April 25, 2018.*

	†Exhibit 10.1		BorgWarner Inc. 2018 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed March 16, 2018).

	†Exhibit 10.2		Transition and Retirement Agreement dated June 5, 2018 between the Company and James R. Verrier.*

	†Exhibit 10.3		Agreement dated May 9, 2018, between the Company and John J. Gasparovic.*

	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		XBRL Instance Document.*

	Exhibit 101.SCH		XBRL Taxonomy Extension Schema Document.*

	Exhibit 101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.*

	Exhibit 101.LAB		XBRL Taxonomy Extension Label Linkbase Document.*

	Exhibit 101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.*

	Exhibit 101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.*

*Filed herewith.

† Indicates a management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




			BorgWarner Inc.

			(Registrant)

	By		/s/ Anthony D. Hensel
			(Signature)

			Anthony D. Hensel

			Vice President and Controller
			(Principal Accounting Officer)

Date: ~~October~~July 26, ~~2017~~2018

4147



	Commodity derivative contracts
Commodity	Volume hedged September 30, 2017	Volume hedged December 31, 2016	Units of measure	Duration
Copper	49.1	213.8	Metric Tons	Dec -17



(in millions)		Three Months Ended September 30, 2017				Three Months Ended September 30, 2016
Contract Type	Location	Gain (loss) on swaps		Gain (loss) on borrowings		Gain (loss) on swaps			Gain (loss) on borrowings
Interest rate swap	Interest expense and finance charges	$	—	$	—	$	(2.8	)	$	2.8



(in millions)		Nine Months Ended September 30, 2017				Nine Months Ended September 30, 2016
Contract Type	Location	Gain (loss) on swaps		Gain (loss) on borrowings		Gain (loss) on swaps		Gain (loss) on borrowings
Interest rate swap	Interest expense and finance charges	$	—	$	—	$	8.5	$	(8.5	)



	Shares under option (thousands)		Weighted average exercise price		Weighted average remaining contractual life (in years)	Aggregate intrinsic value (in millions)
Outstanding and exercisable at December 31, 2016	473		$	17.47	0.1	$	10.4
Exercised	(473	)	$	17.47
Outstanding and exercisable at September 30, 2017	—



(in millions)
Asbestos Liability as of December 31, 2016	$	879.3
Indemnity and Defense Related Costs	(41.0		)
Asbestos Liability as of September 30, 2017	$	838.3