DELPHI 2011 Annual Report Download - page 63

Table of Contents
Liquidity and Capital Resources
Overview of Capital Structure
As of December 31, 2011, we had cash and cash equivalents of $1.4 billion and net debt (defined as outstanding debt less cash and cash equivalents) of
$740 million. We also have access to additional liquidity pursuant to the terms of the $1.3 billion Revolving Credit Facility as described below. We expect
existing cash, available liquidity and cash flows from operations to continue to be sufficient to fund our global operating activities and capital expenditures.
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. Based on this, we believe we possess sufficient liquidity to fund
our operations and capital investments in 2012 and beyond.
On March 31, 2011, all outstanding Class A and Class C membership interests were redeemed for $3,791 million and $594 million, respectively. In
conjunction with the redemption transaction, Delphi Automotive LLP incurred transaction-related fees and expenses totaling approximately $180 million,
including amounts paid to certain membership interest holders. In addition, Delphi Automotive LLP obtained necessary consents to the redemption of the
Class A and Class C membership interests and modified and eliminated specific rights provided to these membership interest holders under the Second
Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP. Subsequent to the redemption transaction on March 31, 2011,
Delphi Automotive LLP membership interest equity was comprised of a single voting class of membership interests, the Class B membership interests of
Delphi Automotive LLP. In addition to this class of voting membership interests, non-voting Class E-1 membership interests were held by the Board of
Managers of Delphi Automotive LLP.
On July 12, 2011, the Third Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP was amended and restated by
the Fourth Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP (the "Fourth LLP Agreement"). The Fourth LLP
Agreement was undertaken to further position us for our initial public offering. Refer to Note 16. Capital Stock and Net Income (Loss) Per Share to the
audited consolidated financial statements for additional information.
In August 2011, the Board of Managers of Delphi Automotive LLP approved a repurchase program of Class B membership interests. In 2011 prior to
the initial public offering, 10,005 Class B membership interests were repurchased for a cumulative cost of approximately $180 million at an average price per
membership interests unit of $17,904. This was recorded as a reduction to the carrying value of the Class B membership interests.
In October 2011, the Board of Managers of Delphi Automotive LLP approved a distribution of approximately $95 million, which was paid on
December 5, 2011, principally in respect of taxes, to members who held membership interests as of the close of business on October 31, 2011 pursuant to the
terms of the Fourth LLP Agreement.
On May 19, 2011, Delphi Automotive PLC was formed as a Jersey public limited company, and had nominal assets, no liabilities and had conducted no
operations prior to the completion of its initial public offering on November 22, 2011. Delphi Automotive PLC completed the initial public offering of
24,078,827 ordinary shares by the selling shareholders for an aggregate purchase price of approximately $530 million. Delphi Automotive PLC did not
receive any proceeds from the offering, and incurred transaction fees and expenses of approximately $44 million.
Other
In January 2012, the Board of Directors authorized the purchase and redemption of up to $300 million of ordinary shares. The program will terminate
on the earlier of December 31, 2012 or when the Company attains
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