DELPHI 2014 Annual Report Download - page 131

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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.
Other
During the year ended December 31, 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.
During the year ended December 31, 2013, Delphi sold a European manufacturing facility that was closed as a result of
its overall restructuring program, and received proceeds of approximately $20 million and recognized a gain on the disposal of
approximately $11 million in cost of sales.
21. SHARE-BASED COMPENSATION
Long Term Incentive Plan
In November 2011, the PLC LTIP was established, which allowed for the grant of awards of up to 22,977,116 ordinary
shares for long-term compensation. As of December 31, 2014, there were 18.9 million ordinary shares available for grant under
the PLC LTIP. The PLC LTIP is designed to align the interests of management and shareholders. The awards can be in the form
of shares, options, stock appreciation rights, restricted stock, RSUs, performance awards, and other share-based awards to the
employees, directors, consultants and advisors of the Company. In 2012, 2013 and 2014, the Company awarded annual long-
term grants of RSUs under the PLC LTIP to align management compensation with Delphi's overall business strategy. The
Company has competitive and market appropriate share holding requirements. All of the RSUs granted under the PLC LTIP are
eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. Dividend
equivalents are generally paid out in ordinary shares upon vesting of the underlying RSUs.
On June 13, 2012, 51,003 RSUs granted to the Board of Directors on November 22, 2011 vested. The grant date fair value
was approximately $1 million, and was determined based on the closing price of the Company’s ordinary shares on
November 22, 2011. Upon settlement of the RSUs, 51,003 ordinary shares were issued to members of the Board of Directors at
a fair value of approximately $1 million, of which 1,020 ordinary shares were withheld to cover the minimum U.K.
withholding taxes.
On June 14, 2012, Delphi granted 64,459 RSUs to the Board of Directors at a grant date fair value of approximately $2
million. The grant date fair value was determined based on the closing price of the Company’s ordinary shares on June 14,
2012. The RSUs vested on April 24, 2013 and 64,713 ordinary shares, which included shares issued in connection with
dividend equivalents, were issued to members of the Board of Directors at a fair value of approximately $3 million. 7,691
ordinary shares were withheld to cover the minimum U.K. withholding taxes.