General Motors 2011 Annual Report Download - page 100

GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We agreed to acquire Nexteer, Delphi’s global steering business, which supplied us and other original equipment manufacturers
with steering systems and columns, and four domestic facilities that manufacture a variety of automotive components. We and several
third party investors agreed to acquire substantially all of Delphi’s remaining assets through a newly formed entity, subsequently
named Delphi Automotive LLP (New Delphi). We agreed to acquire all the Class A Membership Interests in New Delphi with the
other investors acquiring Class B Membership Interests and the Pension Benefit Guarantee Corporation (PBGC) receiving Class C
Membership Interests. We also agreed to pay or assume certain Delphi obligations of $1.0 billion.
In October 2009 we consummated the transactions contemplated by the DMDA. We funded the acquisitions, transaction related
costs and settlements of certain pre-existing arrangements through net cash payments of $2.7 billion and assumption of liabilities and
wind-down obligations of $120 million. We waived our rights to $850 million previously advanced to Delphi and our rights to claims
associated with previously transferred pension costs for hourly employees. Of these amounts, we contributed $1.7 billion to New
Delphi and paid the PBGC $70 million.
The terms of the DMDA resulted in the settlement of certain obligations related to various commitments accrued as of the
transaction date under the Delphi-GM Settlement Agreements. A settlement loss of $127 million was recorded upon consummation of
the DMDA. Additional net charges of $49 million were recorded in the three months ended December 31, 2009 associated with the
DMDA. Refer to Note 20 for additional information on the Delphi-GM Settlement Agreements.
The following table summarizes the consideration provided under the DMDA and the allocation to its various elements based on
their estimated fair values (dollars in millions):
Successor
October 6, 2009
Net cash paid .................................................................................... $2,656
Waived advance agreements, payment terms acceleration agreement and other administrative claims . . . . . . . . . . . . . . 966
Wind-downobligationsandassumedliabilities ......................................................... 120
Total consideration provided ...................................................................... $3,742
FairvalueofNexteerandfourfacilities ............................................................... $ 287
Fair value of Class A Membership Interests in New Delphi ............................................... 1,912
SeparatelyacquiredassetsofDelphi.................................................................. 41
SettlementofobligationtoPBGC.................................................................... 387
Settlement of other obligations to Delphi .............................................................. 1,066
Expensesofthetransaction ......................................................................... 49
Allocation of fair value to DMDA elements .......................................................... $3,742
The following table summarizes the amounts allocated to the fair value of the assets acquired and liabilities assumed of Nexteer and
the four domestic facilities, which are included in the results of our GMNA segment (dollars in millions):
Successor
October 6, 2009
Total current assets, primarily accounts and notes receivable, net of $541 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 854
Total non-current assets, primarily property, net of $202 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305
Total current liabilities, primarily accounts payable of $316 ............................................... (484)
Total non-current liabilities, primarily other liabilities and deferred income taxes .............................. (374)
Noncontrolling interests ........................................................................... (14)
FairvalueofNexteerandfourdomesticfacilities ..................................................... $287
98 General Motors Company 2011 Annual Report