DELPHI 2014 Annual Report Download - page 70

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• A gain on the disposal of property of approximately $11 million resulting from the sale of a manufacturing site that
was closed as a result of Delphi's overall restructuring program, partially offset by;
• Approximately $54 million of increased depreciation and amortization;
• The absence of a favorable customer settlement related to warranty of $25 million in the prior period.
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,
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, 2014, we had cash and cash equivalents of $0.9 billion and net debt (defined as outstanding debt less
cash and cash equivalents) of $1.5 billion. We also have access to additional liquidity pursuant to the terms of the $1.5 billion
Revolving Credit Facility and the €350 million committed European accounts receivable factoring facility described below. 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. 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, 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. 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
2015 and beyond.
Share Repurchases
In January 2012, the Board of Directors authorized a share repurchase program of up to $300 million of ordinary shares,
which was fully satisfied in September 2012. Subsequently, in September 2012, the Board of Directors authorized a share
repurchase program of up to $750 million of ordinary shares, which was fully satisfied in April 2014. In January 2014, the
Board of Directors authorized a share repurchase program of up to $1 billion of ordinary shares. 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. This program commenced following the completion of the
Company's September 2012 share repurchase program in April 2014.
A summary of the ordinary shares repurchased during the years ended December 31, 2014 and 2013 is as follows:
Year Ended December 31,
2014 2013 2012
Total number of shares repurchased................................................................ 15,041,713 9,106,434 13,421,742
Average price paid per share........................................................................... 68.05 $ 50.14 $ 30.02
Total (in millions) .................................................................................... $ 1,024 $ 457 $ 403
As of December 31, 2014, approximately $166 million of share repurchases remained available under the authorized
share repurchase programs. During the period from January 1, 2015 to February 5, 2015, the Company repurchased an
additional $104 million worth of shares pursuant to a trading plan with set trading instructions established by the Company. As
a result, approximately $62 million of share repurchases remain available under the January 2014 share repurchase program.
All repurchased shares were retired.