DELPHI 2015 Annual Report Download - page 73

Table of Contents
51
Liquidity and Capital Resources
Overview of Capital Structure
Our liquidity requirements are primarily to fund our business operations, including capital expenditures and working
capital requirements, as well as to fund debt service requirements, operational restructuring activities and dividends on share
capital. Our primary sources of liquidity are cash flows from operations, our existing cash balance, and as necessary, cash
provided by issuance of long-term debt and borrowings under available credit facilities. To the extent we generate discretionary
cash flow we may consider using this additional cash flow for optional prepayments of existing indebtedness, strategic
acquisitions, additional share repurchases, and/or general corporate purposes. We will also continually explore ways to enhance
our capital structure.
As of December 31, 2015, we had cash and cash equivalents of $0.5 billion and net debt (defined as outstanding debt less
cash and cash equivalents) of $3.5 billion. We also have access to additional liquidity pursuant to the terms of the $1.5 billion
Revolving Credit Facility and the €400 million European accounts receivable factoring facility described below, both of which
were undrawn as of December 31, 2015. We expect existing cash, available liquidity and cash flows from operations to
continue to be sufficient to fund our global operating activities, including restructuring payments, any mandatory payments
required under the Credit Agreement as described below, dividends on ordinary shares and capital expenditures. In addition, we
expect to continue to repurchase outstanding common shares pursuant to our authorized common share repurchase programs, as
further described below.
We also continue to expect to be able to move funds between different countries to manage our global liquidity needs
without material adverse tax implications, subject to current monetary policies and to the terms of the Credit Agreement. While
a substantial portion of our operating income is generated by our non-U.S. subsidiaries, and as of December 31, 2015, the
Company's cash and cash equivalents held by our non-U.S. subsidiaries totaled $506 million, we utilize a combination of
strategies, including dividends, cash pooling arrangements, intercompany loan repayments and other distributions and advances
to provide the funds necessary to meet our global liquidity needs. There are no significant restrictions on the ability of our
subsidiaries to pay dividends or make other distributions to Delphi. If additional non-U.S. cash was needed for our U.S.
operations, we would be required to accrue and pay U.S. taxes to repatriate such funds; however, based on our current liquidity
needs and repatriation strategies, we do not anticipate a need to repatriate such additional amounts. Additionally, the Company
is a U.K. resident taxpayer and as such is not generally subject to U.K. tax on remitted foreign earnings. As a result, we do not
anticipate foreign earnings would be subject to a 35% tax rate upon repatriation to the U.K., as is the case when U.S. based
companies repatriate earnings to the U.S. For further information regarding undistributed earnings of our non-U.S. subsidiaries,
see Note 14. Income Taxes to the audited consolidated financial statements included in this Report.
Based on these factors, we believe we possess sufficient liquidity to fund our global operations and capital investments in
2016 and beyond.
Share Repurchases
In January 2015, the Board of Directors authorized a share repurchase program of up to $1.5 billion of ordinary shares,
which commenced in March 2015 following the completion of the Company's $1 billion January 2014 share repurchase
program. This share repurchase program provides for share repurchases in the open market or in privately negotiated
transactions, depending on share price, market conditions and other factors, as determined by the Company.
A summary of the ordinary shares repurchased during the years ended December 31, 2015, 2014 and 2013 is as follows:
Year Ended December 31,
2015 2014 2013
Total number of shares repurchased................................................................ 14,581,705 15,041,713 9,106,434
Average price paid per share........................................................................... $ 79.48 $ 68.05 $ 50.14
Total (in millions)....................................................................................... $ 1,159 $ 1,024 $ 457
As of December 31, 2015, approximately $507 million of share repurchases remained available under the January 2015
share repurchase program. During the period from January 1, 2016 to February 4, 2016, the Company repurchased an
additional $50 million worth of shares pursuant to a trading plan with set trading instructions established by the Company. As a
result, approximately $457 million of share repurchases remain available under the January 2015 share repurchase program. All
repurchased shares were retired.