8. DEBT

The following is a summary of debt outstanding, net of discounts of approximately $2 million related to the Tranche A Term Loan and the Tranche B Term Loan, defined below, as of March 31, 2012 and December 31, 2011:


	March 31, 2012			December 31, 2011
	(in millions)
Accounts receivable factoring	$	53		$	54
5.875%, senior notes, due 2019		500			500
6.125%, senior notes, due 2021		500			500
Tranche A Term Loan, due 2016		210			210
Tranche B Term Loan, due 2017		772			772
Capital leases and other		50			67

Total debt		2,085			2,103
Less: current portion		(89	)		(107	)

Long-term debt	$	1,996		$	1,996

Credit Agreement

In March 2011, in conjunction with the redemption of membership interests from Class A and Class C membership interest holders, Delphi Corporation, a wholly-owned U.S. subsidiary of Delphi Automotive LLP, entered into a credit agreement with JPMorgan Chase Bank, N.A., as lead arranger and administrative agent, with respect to $3.0 billion in senior secured credit facilities. The March 2011 credit agreement has been amended and restated (the "Credit Agreement") and as of March 31, 2012 consists of a $1.3 billion 5-year senior secured revolving credit facility (the "Revolving Credit Facility"), a $258 million senior secured 5-year term A loan (the "Tranche A Term Loan") and a $950 million senior secured 6-year term B loan (the "Tranche B Term Loan"). The Revolving Credit Facility was undrawn at March 31, 2012. As of March 31, 2012, Delphi had approximately $9 million in letters of credit issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility.

Delphi Corporation is obligated to make quarterly principal payments throughout the terms of the Tranche A and Tranche B Term Loans according to the amortization schedule in the Credit Agreement. In conjunction with the repayments during the year ended December 31, 2011, all quarterly principal payment obligations prior to maturity have been satisfied for the Tranche B Term Loan and quarterly principal payments have been satisfied through December 31, 2013 for the Tranche A Term Loan and partially satisfied through March 31, 2014. The Credit Agreement also contains certain mandatory prepayment provisions in the event the Company generates excess cash flow (as defined in the Credit Agreement) or Delphi receives net cash proceeds from any asset sale or casualty event. No mandatory prepayments, under these provisions, have been made or are due through March 31, 2012.

As of March 31, 2012, Delphi Corporation selected the one-month London Interbank Offered Rate ("LIBOR") interest rate option, as detailed in the table below, and the amounts outstanding, net of the discount (in millions) and rates effective as of March 31, 2012 were based on Delphi's current credit rating and applicable margin for the Credit Agreement:


	LIBOR plus			Borrowings as of March 31, 2012		Rates effective as of March 31, 2012
Revolving Credit Facility		2.00	%	$	—		—	%
Tranche A Term Loan		2.00	%	$	210		2.25	%
Tranche B Term Loan		2.50	%	$	772		3.50	%*

*	Includes a LIBOR floor of 1.00%.

The Credit Agreement contains certain covenants that limit, among other things, the Company's (and the Company's subsidiaries') ability to incur additional indebtedness or liens, to dispose of assets, to make certain investments, to prepay certain indebtedness and to pay dividends, or to make other distributions or redemptions/repurchases, in respect of the Company's equity interests. In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of less than 2.75 to 1.0. The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of March 31, 2012.

All obligations under the Credit Agreement are borrowed by Delphi Corporation and jointly and severally guaranteed by its direct and indirect parent companies and by certain of Delphi Automotive PLC's existing and future direct and indirect subsidiaries, subject to certain exceptions set forth in the Credit Agreement. All obligations under the Credit Agreement, including the guarantees of those obligations, are secured by certain assets of Delphi Corporation and the guarantors, including substantially all of the assets of Delphi Automotive PLC, and its U.S. subsidiaries, and certain assets of Delphi Corporation's direct and indirect parent companies.

Senior Notes

On May 17, 2011, Delphi Corporation issued $500 million of 5.875% senior notes due 2019 and $500 million of 6.125% senior notes due 2021 (the "Senior Notes") in a transaction exempt from registration under Rule 144A and Regulation S of the Securities Act. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, by Delphi Automotive PLC and certain of its existing and future subsidiaries. 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. Delphi paid approximately $23 million of debt issuance costs in connection with the Senior Notes. The net proceeds of approximately $1.0 billion as well as cash on hand were used to pay down amounts outstanding under the Credit Agreement.

The indenture governing the 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 March 31, 2012 the Company was in compliance with the provisions of the Senior Notes.

In April 2012, Delphi Corporation launched an offer to exchange all of the Senior Notes for registered notes with terms identical in all material respects to the terms of the Senior Notes, except that the new notes will be registered under the Securities Act of 1933 (the "Securities Act"), and the transfer restrictions and registration rights relating to the Senior Notes will not apply. There will be no proceeds as a result of the exchange and Delphi Corporation anticipates completing the exchange in May 2012.

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. Additionally, 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 during the three months ended March 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 March 31, 2012 and December 31, 2011, $53 million and $54 million, respectively, were outstanding under these accounts receivable factoring facilities.

Capital leases and other—As of March 31, 2012 and December 31, 2011, approximately $50 million and approximately $67 million, respectively, of other debt issued by certain international subsidiaries was outstanding, primarily related to capital lease obligations.

Interest—Cash paid for interest related to amounts outstanding totaled $16 million and $7 million for the three months ended March 31, 2012 and 2011, respectively.