DELPHI 2013 Annual Report Download - page 129

107
Assets acquired and liabilities assumed
Purchase price, net of cash acquired ....................................... $ 978
Property, plant and equipment................................................. $ 249
Intangible assets...................................................................... 278
Other assets purchased and liabilities assumed, net................ (7)
Identifiable net assets acquired ............................................... 520
Goodwill resulting from purchase........................................... 458
Total purchase price allocation........................................... $ 978
Intangible assets include estimated amounts recognized for the fair value of customer-based and technology-related
assets. It is currently estimated that these intangible assets have a weighted average useful life of approximately 12 years. The
valuation of the intangible assets acquired was based on management's estimates, available information, and reasonable and
supportable assumptions. The fair value of these assets was generally estimated based on utilizing income and market
approaches.
The pro forma effects of this acquisition would not materially impact the Company's reported results for any period
presented, and as a result no pro forma financial statements were presented.
Sale of Italian Thermal Special Application Business
On April 30, 2012, Delphi completed the sale of its Thermal Special Application business located in Italy. The net sales
of this business were approximately $23 million for the period from January 1 to April 30, 2012. Delphi received net proceeds
of $14 million from the sale and recognized a gain on divestiture of $4 million, which is included in cost of sales in the
consolidated statement of operations for the year ended December 31, 2012. The results of operations, including the gain on
divestiture were not significant to the consolidated financial statements in any period presented, and the divestiture did not meet
the discontinued operations criteria.
Purchase of Noncontrolling Interest in JV
In February 2012, Delphi’s Powertrain segment completed the acquisition of the remaining ownership interest in a
majority-owned joint venture for a purchase price of $16 million. The acquisition was not material to the Company’s
consolidated financial statements. Delphi previously had effective control of the joint venture and consolidated its results. The
acquisition resulted in the elimination of the non-controlling interest.
Acquisition of Manufacturer Specialized Diesel Testing Equipment
In May 2011, Delphi’s Powertrain segment completed the acquisition of a manufacturer of specialized diesel testing
equipment for a purchase price of $19 million. The acquisition was not material to the Company’s consolidated financial
statements. In connection with the acquisition, the Company recorded goodwill of approximately $8 million. The purchase
price allocation was finalized to reflect final valuation studies.
Sale of Daesung Investment
On January 31, 2011, Delphi completed the sale of its 49.5% ownership interest in Daesung Electric, Co., Ltd. Delphi
received $35 million in net proceeds and recognized a gain on divestiture of $8 million, which is included in equity income, net
of tax, in the consolidated statement of operations for the year ended December 31, 2011.
Other
In November 2013, Delphi executed an asset purchase agreement to acquire certain assets, consisting primarily of
machinery and equipment at fair value, from Delphi Packard Electric Systems Co., Ltd., a majority-owned joint venture, for
approximately $174 million. Delphi previously had effective control of the joint venture and consolidated its results. The
acquisition was accounted for as a common control transaction at carrying amounts, with the excess of the consideration paid
over the carrying value of the assets acquired attributable to the non-controlling interest of the joint venture recorded as a
decrease in the additional paid-in capital of the Company.