DELPHI 2011 Annual Report Download - page 117

Table of Contents
Acquisition Financing
In connection with the Acquisition, (i) Delphi Automotive LLP issued $41 million in senior unsecured five-year notes (the "Old Notes") pursuant to a
Note Purchase Agreement (the "NPA") with an Acquisition Date fair value of $49 million and (ii) entered into a senior secured delayed draw term loan
facility (the "DDTL") with a syndicate of lenders. The Old Notes paid 12% interest and were scheduled to mature on October 6, 2014. The DDTL permitted
borrowings of up to $890 million, consisting of a U.S. tranche of up to $267 million in borrowings and a foreign tranche of up to $623 million in borrowings.
There was no commitment fee associated with the DDTL, but, if drawn, Delphi was required to pay interest at the rate of LIBOR plus 6.0% per annum, with a
minimum LIBOR amount of 2.0% per annum. The DDTL had a term of 5 years. A majority of the holders of the Old Notes and the lenders under the DDTL
were related parties as holders of the Class A and Class B membership interests.
In connection with the redemption of the Class A and Class C membership interests on March 31, 2011 and execution of the Credit Agreement, each of
the DDTL and the NPA was terminated (including the termination, discharge and release of all security and guarantees granted in connection with the DDTL
and the NPA) and Delphi paid approximately $57 million to redeem the Old Notes in full. In connection with the termination of the Old Notes, Delphi
incurred early termination penalties and recognized a loss on extinguishment of debt of approximately $9 million for the year ended December 31, 2011.
Other Financing
Accounts receivable factoring—Various accounts receivable factoring facilities are maintained in Europe and are accounted for as short-term debt.
These uncommitted factoring facilities are available through various financial institutions. As of December 31, 2011 and 2010, $54 million and $112 million,
respectively, were outstanding under these accounts receivable factoring facilities.
Capital leases and other—As of December 31, 2011 and 2010, approximately $67 million and approximately $130 million, respectively, of other debt
issued by certain international subsidiaries was outstanding, primarily related to bank lines in Asia Pacific and capital lease obligations.
Interest—Cash paid for interest related to amounts outstanding totaled $101 million, $30 million, $8 million and $157 million for the years ended
December 31, 2011 and 2010, and the periods August 19 to December 31, 2009 and January 1 to October 6, 2009, respectively.
13. PENSION BENEFITS
Overview
Certain of Delphi's non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each
year of service. Delphi's primary non-U.S. plans are located in France, Germany, Luxembourg, Mexico, Portugal and the United Kingdom ("U.K."). The U.K.
and certain Mexican plans are funded. In addition, Delphi has defined benefit plans in South Korea, Turkey and Italy for which amounts are payable to
employees immediately upon separation. The obligations for these plans are recorded based on the vested obligation.
Delphi sponsors a Supplemental Executive Retirement Program ("SERP") for those employees who were U.S. executives prior to September 30, 2008
and were still U.S. executives on October 7, 2009, the effective date of the program. This program is unfunded. Executives receive benefits over 5 years after
an involuntary or voluntary separation from Delphi. The SERP is closed to new members and was frozen effective September 30, 2008, as discussed further
below.
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