DELPHI 2014 Annual Report Download - page 130

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operations of Unwired have been included in the accompanying consolidated statements of operations from the date of
acquisition within the Electrical/Electronic Architecture segment.
The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary
basis using information available, in the fourth quarter of 2014. The preliminary purchase price and related allocation to the
acquired net assets of Unwired based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration......................................................................................................................... $ 190
Purchase price, acquired cash, excess net working capital and certain tax benefits.............................................. 19
Total purchase price........................................................................................................................................... $ 209
Definite-lived intangible assets.............................................................................................................................. $ 63
Other assets purchased and liabilities assumed, net............................................................................................... 20
Identifiable net assets acquired.......................................................................................................................... 83
Goodwill resulting from purchase.......................................................................................................................... 126
Total purchase price allocation.......................................................................................................................... $ 209
The acquired other intangible assets include both developed technology and customer relationships, and will be amortized
over their estimated useful lives of approximately 10 years. The fair value of these assets was generally estimated utilizing
income and market approaches. The Company acquired Unwired utilizing cash on hand.
The purchase price and related allocation could be revised as a result of adjustments made to the purchase price,
additional information obtained regarding liabilities assumed, including, but not limited to, contingent liabilities and certain tax
attributes.
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.
Acquisition of Motorized Vehicles Division of FCI
On October 26, 2012, Delphi acquired 100% of the equity interests of MVL for €765 million, or approximately $1 billion
based on exchange rates on the acquisition date. MVL, a leading global manufacturer of automotive connection systems with a
focus on high-value, leading technology applications, is based in Guyancourt, France, had 2011 sales of €692 million
(approximately 12% to Delphi that will be eliminated on a consolidated basis) and global operations. The operating results of
MVL are reported within the Electrical/Electronic Architecture segment from the date of acquisition.
Upon completing the acquisition, Delphi incurred related transaction expenses totaling approximately $13 million, which
were recorded in other expenses in the statement of operations. The cash payments required to close the transaction were
funded using existing cash on hand, including $363 million drawn under the Credit Agreement and additional European
factoring.
The acquisition was accounted for as a business combination, with the purchase price allocated on a preliminary basis
using information available, in the fourth quarter of 2012. The purchase price and related allocation were finalized in the three
months ended March 31, 2013. The final purchase price and related allocation are shown below (in millions):
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