DELPHI 2015 Annual Report Download - page 142

Table of Contents
120
Assets acquired and liabilities assumed
Purchase price, cash consideration......................................................................................................................... $ 191
Purchase price, acquired cash, excess net working capital and certain tax benefits .............................................. 19
Total purchase price........................................................................................................................................... $ 210
Definite-lived intangible assets .............................................................................................................................. $ 63
Other assets, net...................................................................................................................................................... 17
Identifiable net assets acquired.......................................................................................................................... 80
Goodwill resulting from purchase.......................................................................................................................... 130
Total purchase price allocation.......................................................................................................................... $ 210
The acquired 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 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.
Other
During the year ended December 31, 2015, the Company's Powertrain Systems segment made a $20 million investment
in Tula Technology Inc., an engine control software company, and the Electronics and Safety segment made a $3 million
investment in Quanergy, a leader in 3D Light Detection and Ranging ("LIDAR") sensing technology for automated driving.
The Company's investments in Tula and Quanergy are accounted for under the cost method.
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 for net proceeds of approximately $20 million, and recognized a gain on the disposal of
approximately $11 million within cost of sales.
21. SHARE-BASED COMPENSATION
Long Term Incentive Plan
The PLC LTIP allows for the grant of awards of up to 22,977,116 ordinary shares for long-term compensation. 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. The Company has awarded annual long-term grants of RSUs under the PLC LTIP in
each year from 2012 to 2015 in order 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. Amounts disclosed within this note include amounts
attributable to the Company's discontinued operations, unless otherwise noted.
Board of Director Awards
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.
On April 25, 2013, Delphi granted 37,674 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 April 25,