DELPHI 2013 Annual Report Download - page 105

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Senior Notes
On May 17, 2011, Delphi Corporation issued $500 million of 5.875% senior unsecured notes due 2019 and $500 million
of 6.125% senior notes due 2021 (the “2011 Senior Notes”) in a transaction exempt from registration under Rule 144A and
Regulation S of the Securities Act of 1933 (the “Securities Act”). Delphi paid approximately $23 million of debt issuance costs
in connection with the 2011 Senior Notes. The net proceeds of approximately $1 billion as well as cash on hand were used to
pay down amounts outstanding under the Original Credit Agreement. In May 2012, Delphi Corporation exchanged all of the
2011 Senior Notes for registered notes (“New Senior Notes”) with terms identical in all material respects to the terms of the
2011 Senior Notes, except that the New Senior Notes are registered under the Securities Act, and the transfer restrictions and
registration rights relating to the 2011 Senior Notes no longer apply. No proceeds were received by Delphi Corporation as a
result of the exchange. Interest is payable semi-annually on May 15 and November 15 of each year to holders of record at the
close of business on May 1 or November 1 immediately preceding the interest payment date.
The indenture governing the New Senior Notes limits, among other things, Delphi’s (and Delphi’s subsidiaries’) ability to
incur additional indebtedness or liens, dispose of assets, make certain restricted payments or investments, enter into
transactions with affiliates or merge with or into other entities. As of December 31, 2013, the Company was in compliance with
the provisions of the New Senior Notes.
On February 14, 2013, Delphi Corporation issued $800 million of 5.00% senior unsecured notes due 2023 (the “2013
Senior Notes”) in a transaction registered under the Securities Act. The proceeds were primarily utilized to prepay our term
loan indebtedness under our 2012 Credit Agreement. Delphi paid approximately $12 million of issuance costs in connection
with the 2013 Senior Notes. Interest is payable semi-annually on February 15 and August 15 of each year to holders of record
at the close of business on February 1 or August 1 immediately preceding the interest payment date.
The indenture governing the 2013 Senior Notes limits, among other things, Delphi’s (and Delphi’s subsidiaries’) ability
to incur liens, enter into sale and leaseback transactions and merge with or into other entities. As of December 31, 2013, the
Company was in compliance with the provisions of the 2013 Senior Notes.
The senior notes are fully and unconditionally guaranteed, jointly and severally, by Delphi Automotive PLC and certain
of its existing and future subsidiaries that are directly or indirectly 100% owned by the Company, subject to customary release
provisions (other than in the case of Delphi Automotive PLC).
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.
Additionally, during the year ended December 31, 2013, Delphi entered into a new accounts receivable factoring agreement in
Europe to replace and consolidate current European factoring facilities. The new agreement is a €350 million committed
facility with borrowings under the new program being subject to the availability of eligible accounts receivable. As of
December 31, 2013 and December 31, 2012, $1 million and $19 million, respectively, were outstanding under these accounts
receivable factoring facilities.
Capital leases and other—As of December 31, 2013 and December 31, 2012, approximately $47 million and
approximately $106 million, respectively, of other debt issued by certain international subsidiaries and capital lease obligations
were outstanding.
Interest—Cash paid for interest related to amounts outstanding totaled $118 million, $119 million and $101 million for
the years ended December 31, 2013, 2012 and 2011, respectively.
12. PENSION BENEFITS
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, 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 over the requisite service period.
Delphi sponsors a Supplemental Executive Retirement Program (“SERP”) for those employees who were U.S. executives
of the Predecessor prior to September 30, 2008 and were U.S. executives of Delphi 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.