DELPHI 2011 Annual Report Download - page 90

Table of Contents
On March 31, 2011, all of the outstanding Class A and Class C membership interests held by GM and the PBGC were redeemed, respectively, for
approximately $4.4 billion. The redemption transaction was funded by a $3.0 billion credit facility entered into on March 31, 2011 (the "Credit Facility") and
existing cash. Refer to Note 12. Debt and Note 16. Shareholders' Equity and Net Income (Loss) Per Share for additional disclosures.
On May 19, 2011, Delphi Automotive PLC was formed as a Jersey public limited company, and had nominal assets, no liabilities and had conducted no
operations prior to its initial public offering. On November 22, 2011, in conjunction with the completion of its initial public offering by the selling
shareholders, all of the outstanding equity of Delphi Automotive LLP was exchanged for ordinary shares of Delphi Automotive PLC. As a result, Delphi
Automotive LLP became a wholly-owned subsidiary of Delphi Automotive PLC. The transaction whereby Delphi Automotive LLP became a wholly-owned
subsidiary of Delphi Automotive PLC had no accounting effects. These consolidated financial statements of the Successor for periods prior to the initial
public offering are those of Delphi Automotive LLP.
General and basis of presentation—On the Acquisition Date, the Successor acquired the automotive supply business (other than the global steering
business and the manufacturing facilities in the U.S. in which the hourly employees are represented by the UAW) of the Predecessor. As a result of the
Acquisition, as defined below, Delphi acquired the major portion of the business of the Predecessor and this business constituted the entirety of the operations
of the Successor. Accordingly, as required, the financial information set forth herein reflects: (i) the consolidated results of operations and cash flows of the
Successor for the years ended December 31, 2011 and 2010 and the period from its incorporation on August 19, 2009 to December 31, 2009 and of the
Predecessor for the period from January 1, 2009 to October 6, 2009 and (ii) the consolidated financial position of the Successor as of December 31, 2011 and
2010. Delphi Automotive LLP had no material or substantive transactions from its incorporation on August 19, 2009 to the Acquisition Date. In accordance
with Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") 805, Business Combinations, as of the Acquisition Date, the
Company recognized and measured the fair value of the identifiable assets acquired and the liabilities assumed from the Predecessor.
The Predecessor adopted the accounting guidance in FASB ASC 852, Reorganizations, effective October 8, 2005 and has segregated in the financial
statements for all reporting periods subsequent to such date and through the consummation of the transactions pursuant to the Modified Plan on October 6,
2009, transactions and events that were directly associated with the reorganization from the ongoing operations of the business. The consolidated financial
statements of Delphi are not comparable to the consolidated financial statements of the Predecessor due to the effects of the consummation of the Modified
Plan and the change in the basis of presentation.
Consummation of the modified plan—On October 6, 2009, the Predecessor (i) consummated the transactions contemplated by the Modified Plan
among the Predecessor, GM and Delphi and (ii) emerged from chapter 11 in accordance with the Modified Plan as DPH Holdings Corp. and its subsidiaries
and affiliates ("DPHH"), except that two of the Predecessor's debtor subsidiaries became subsidiaries of Delphi. A summary of significant terms of the
Modified Plan follows:
• Delphi acquired the businesses (other than the global steering business and the manufacturing facilities in the U.S. in which the hourly employees
are represented by the UAW) of the Predecessor pursuant to the MDA, and received $1,833 million from GM, of which $1,689 million was
received on the Acquisition Date and $144 million was received during the Successor period from August 19 to December 31, 2009, and $209
million from the debtor-in-possession ("DIP") lenders to the Predecessors (collectively, the "Acquisition").
• GM acquired substantially all of the Predecessor's global steering business and the manufacturing facilities in the U.S. at which the hourly
employees were represented by the UAW.
• The Predecessor's debtor-in-possession financing was settled.
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