RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS The Condensed Combined Financial Statements have been prepared on a carve-out basis and are derived from the consolidated financial statements and accounting records of BorgWarner. The following discussion summarizes activity between the Company and BorgWarner (and its affiliates that are not included within the Condensed Combined Financial Statements). Allocation of General Corporate and Other Expenses The Condensed Combined Statements of Operations include expenses for certain centralized functions and other programs provided and administered by BorgWarner that are charged directly to the Company. In addition, for purposes of preparing these Condensed Combined Financial Statements on a carve-out basis, a portion of BorgWarner’s total corporate expenses has been allocated to the Company. Similarly, certain centralized expenses incurred by the Company on behalf of subsidiaries of BorgWarner have been allocated to BorgWarner. See Note 1, “Basis Of Presentation,” for a discussion of the methodology used to allocate corporate expenses for purposes of preparing these financial statements on a carve-out basis. For the three and six months ended June 30, 2023, net corporate allocation expenses totaled $54 million and $89 million, respectively, which were primarily included in Selling, general and administrative expenses in the Condensed Combined Statements of Operations. For the three and six months ended June 30, 2022 net corporate allocation expenses totaled $39 million and $69 million, respectively, which were primarily included in Selling, general and administrative expenses in the Condensed Combined Statements of Operations. Related-Party Sales and Purchases For the three and six months ended June 30, 2023, the Company sold components to other BorgWarner businesses in the amount of $4 million and $6 million, respectively. For the three and six months ended June 30, 2022, the Company sold components to other BorgWarner businesses in the amount of $2 million and $5 million, respectively. Components sold to other BorgWarner businesses are included in Net sales in the Condensed Combined Statements of Operations. The Company purchases certain component inventory and services from businesses that will remain with BorgWarner. For the three and six months ended June 30, 2023, the Company made $35 million and $72 million, respectively, of such purchases and recognized cost of sales of $34 million and $71 million, respectively. For the three and six months ended June 30, 2022, the Company made $49 million and $85 million, respectively, of such purchases and recognized cost of sales of $41 million and $84 million, respectively. Related-Party Royalty Income The Company participates in royalty arrangements with other BorgWarner businesses which involves the licensing of the Delphi Technologies trade name and product-related intellectual properties. For the three and six months ended June 30, 2023, the Company recognized royalty income from other BorgWarner businesses in the amount of $12 million and $17 million, respectively. For the three and six months ended June 30, 2022, the Company recognized royalty income from other BorgWarner businesses in the amount of $6 million and $13 million, respectively. It is anticipated that these royalty arrangements will not continue after the Spin-Off is completed. Amounts are included in Other operating expense, net in the Condensed Combined Statements of Operations. Related-Party R&D The Company provides application testing and other R&D services for other BorgWarner businesses. For the three and six months ended June 30, 2023, the Company recognized income related to these services of $1 million and $2 million, respectively. For the three and six months ended June 30, 2022, the Company recognized income related to these services of $4 million and $6 million, respectively. Amounts are included in Other operating expense, net in the Condensed Combined Statements of Operations. Due from BorgWarner The current and non-current portions of amounts due from BorgWarner as reflected in the Condensed Combined Balance Sheets consist of the following: June 30, December 31, (in millions) 2023 2022 Accounts receivable $ 64 $ 106 Short-term portion of loans receivable and other facilities — 36 Due from BorgWarner, current $ 64 $ 142 Long-term receivable $ 40 $ — Cash pooling 6 168 Loans receivable — 40 Due from BorgWarner, non-current $ 46 $ 208 In 2018, the Company and BorgWarner entered into a credit facility providing BorgWarner with access to borrow up to €40 million ($43 million). Interest on the credit facility is fixed at 0.65%, paid quarterly. On October 1, 2022, the credit facility was refinanced and the interest rate was amended to 3.69%. As of December 31, 2022, BorgWarner had drawn $40 million on the credit facility. The credit facility was set to mature in September 2024, however, in February 2023, the Company and BorgWarner made the decision to settle the loan early and the entire facility was converted to equity. In 2021, the Company issued a Thai Bhat-denominated term loan to BorgWarner for ฿1,720 million ($92 million). Interest on the term loan was fixed at 1.70%, paid annually. As of December 31, 2022, the outstanding balance of the term loan was $36 million. The term loan matured on May 14, 2023. In 2022, the Company issued a credit facility to BorgWarner for up to $150 million. Interest on the credit facility was fixed at 6.64%, paid annually. As of June 30, 2023, there is no outstanding balance related to the credit facility. Certain BorgWarner entities participate in cash pooling arrangements headed by the Company. Additionally, the Company participates in certain cash pools headed by BorgWarner. Any balances owed to the Company from BorgWarner as a result of these cash arrangements that are anticipated to be settled in cash are reflected as Due from BorgWarner. Certain other cash pooling balances that are not anticipated to be settled in cash are presented within BorgWarner investment. Due to BorgWarner The current and non-current portions of amounts due to BorgWarner as reflected in the Condensed Combined Balance Sheets consist of the following: June 30, December 31, (in millions) 2023 2022 Accounts payable $ 99 $ 186 Short-term portion of notes payable and other facilities — 94 Accrued interest payable — 5 Due to BorgWarner, current $ 99 $ 285 Notes payable $ 634 $ 921 Cash pooling 9 36 Due to BorgWarner, non-current $ 643 $ 957 In 2020, the Company, as borrower, entered into a term loan with BorgWarner, as lender, in the amount of $891 million in exchange for the transfer of the majority of the 5.000% Senior Notes due 2025. Interest on the term loan was fixed at 3.25%, paid annually. In 2021, this loan was refinanced with two new loan tranches, including $30 million of accrued unpaid interest on the original term loan. The first tranche of $368 million has a fixed annual interest rate of 1.40% and matures on October 3, 2024. The second tranche of $553 million has a fixed annual interest rate of 2.20% and matures on October 3, 2029. As of June 30, 2023 and December 31, 2022, the outstanding balance of the term loan for the first and second tranches was $634 million and $921 million, respectively. In June 2023, the Company and BorgWarner made the decision to settle $287 million of the balance in equity prior to the Spin-Off. This is presented as a net transfer to BorgWarner in the Condensed Combined Statement of Cash Flows as of June 30, 2023. The remaining balance was settled in cash in connection with the Spin-Off. Throughout 2023 and 2022, the Company, as borrower, and BorgWarner, as lender, entered into various interest-bearing notes, primarily arising from operating relationships between international entities. As of December 31, 2022, the outstanding balance from these facilities totaled $94 million, which is reflected as Due to BorgWarner, current. As of June 30, 2023 and December 31, 2022, the estimated fair value of the Company's non-current notes payable due to BorgWarner, as described above, was $489 million and $738 million, respectively. The estimated fair values were $145 million and $183 million lower than carrying values at June 30, 2023 and December 31, 2022, respectively. Fair market values of the non-current notes payable due to BorgWarner are developed using unobservable inputs, which are considered Level 3 inputs as defined by ASC Topic 820. The carrying values of the Company’s current notes payable due to BorgWarner approximate fair value. The fair value estimates do not necessarily reflect the values the Company could realize in the current markets. Additionally, the Company participates in certain cash pools headed by BorgWarner. Any balances owed by the Company to BorgWarner as a result of these cash arrangements that are anticipated to be settled in cash are reflected as Due to BorgWarner. Certain other cash pooling balances that are not anticipated to be settled in cash are presented within BorgWarner investment. The Company and BorgWarner have entered into certain intra-group arrangements. Activity associated with these arrangements is included within general financing activities in Net transfers from (to) BorgWarner in the Condensed Combined Statements of Changes in Equity. Amounts owed to BorgWarner as a result of such arrangements are reflected as payables within Due to BorgWarner, current. Amounts owed to the Company from BorgWarner under these arrangements are reflected as receivables within Due from BorgWarner, current. Net Transfers from (to) BorgWarner Net transfers from (to) BorgWarner are included within BorgWarner investment in the Condensed Combined Statements of Changes in Equity. The components of the transfers from (to) BorgWarner are as follows: Six Months Ended June 30, (in millions) 2023 2022 General financing activities $ (63) $ (104) Cash pooling and other equity settled balances with BorgWarner (32) 51 Related-party notes converted to equity 260 — Corporate allocations 89 69 Research and development income from BorgWarner (2) (6) Total net transfers from BorgWarner $ 252 $ 10 Exclude non-cash items: Stock-based compensation $ (4) $ (5) Other non-cash activities with BorgWarner, net 15 (17) Related-party notes converted to equity (260) — Cash pooling and intercompany financing activities with BorgWarner, net 55 9 Total net transfers from (to) BorgWarner per Condensed Combined Statements of Cash Flow $ 58 $ (3) |