##### Table of Contents



UNITED
    STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 WASHINGTON, D.C.
    20549
  FORM 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to
    .   Commission file number:
    1-14787
  DELPHI CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other
    jurisdiction of
    incorporation or organization)

38-3430473(I.R.S. Employer
    Identification No.)5725 Delphi Drive, Troy,
    Michigan(Address of principal
    executive offices)

48098(Zip Code)    (248) 813-2000 (Registrants
    telephone number, including area code)
  þ o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ
    WEBSITE
    ACCESS TO COMPANYS REPORTS
  www.delphi.com Form 10-K, Form 10-Q, Form 8-K,




---



##### 



DELPHI
    CORPORATION
  INDEX
  PagePart I 
    Financial InformationItem 1.


Financial
    StatementsConsolidated
    Statements of Operations for the Three Months Ended
    March 31, 2007 and
    2006 (Unaudited)


3Consolidated
    Balance Sheets as of March 31, 2007 (Unaudited) and
    December 31, 2006


4Consolidated
    Statements of Cash Flows for the Three Months Ended
    March 31, 2007 and 2006 (Unaudited)


5Consolidated
    Statements of Comprehensive Loss for the Three Months Ended
    March 31, 2007 and 2006 (Unaudited)


6Notes to
    Consolidated Financial Statements (Unaudited)


7Item 2.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


32Executive Summary
    of Business


32Overview of
    Performance


36Results of
    Operations


38Liquidity and
    Capital Resources


47Shareholder
    Lawsuits


52Bankruptcy Related
    Litigation


53Environmental
    Matters


54Other


55Inflation


55Recently Issued
    Accounting Pronouncements


55Significant
    Accounting Policies and Critical Accounting Estimates


55Forward-Looking
    Statements


56Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


57Item 4.


Controls and
    Procedures


57Part II 
    Other InformationItem 1.


Legal
    Proceedings


58Item 1A.


Risk
    Factors


58Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


58Item 3.


Defaults Upon
    Senior Securities


58Item 6.


Exhibits


58Signatures


60Section 302 Certification of Chief Executive OfficerSection 302 Certification of Chief Financial OfficerSection 906 Certification of Chief Executive OfficerSection 906 Certification of Chief Financial Officer   2




---



##### Table of Contents



PART I.
    FINANCIAL INFORMATION ITEM 1.
    FINANCIAL STATEMENTS
    DELPHI CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited) Three Months EndedMarch 31,2007


2006(in millions, except per share amounts)Net sales:General Motors and affiliates

$
2,786


$
3,217Other customers


3,889



3,756Total net sales


6,675



6,973Operating expenses:Cost of sales, excluding items
    listed below


6,222



6,559Depreciation and amortization


257



270Long-lived asset impairment charges


160



Selling, general and administrative


391



376Total operating expenses


7,030



7,205Operating loss


(355
)


(232
)Interest expense (contractual
    interest expense for the three months ended 
    March 31, 2007 and 2006 was $124 million and
    $140 million, respectively)


(91
)


(99
)Loss on extinguishment of debt


(23
)


Other income, net


21



11Loss before reorganization items,
    income taxes, minority interest, equity income, and cumulative
    effect of accounting change


(448
)


(320
)Reorganization items


(39
)


(13
)Loss before income taxes, minority
    interest, equity income, and cumulative effect of accounting
    change


(487
)


(333
)Income tax expense


(49
)


(40
)Loss before minority interest,
    equity income, and cumulative effect of accounting change


(536
)


(373
)Minority interest, net of tax


(12
)


(10
)Equity income, net of tax


15



17Loss before cumulative effect of
    accounting change


(533
)


(366
)Cumulative effect of accounting
    change, net of tax






3Net loss

$
(533
)

$
(363
)Basic and diluted loss per share:Before cumulative effect of
    accounting change

$
(0.95
)

$
(0.66
)Cumulative effect of accounting
    change






0.01Basic and diluted loss per share

$
(0.95
)

$
(0.65
)Dividends declared per share

$



$
    3




---



##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)
 CONSOLIDATED
    BALANCE SHEETS March 31,2007


December 31,(Unaudited)


2006(in millions)ASSETSCurrent assets:Cash and cash equivalents

$
1,487


$
1,667Restricted cash


147



146Accounts receivable, net:General Motors and affiliates


1,996



2,078Other


3,126



2,691Inventories, net:Productive material,
    work-in-process
    and supplies


1,521



1,598Finished goods


653



577Other current assets


482



458Total current assets


9,412



9,215Long-term assets:Property, net


4,473



4,695Investments in affiliates


429



417Goodwill


380



378Other intangible assets, net


47



51Other


603



636Total long-term assets


5,932



6,177Total assets

$
15,344


$
15,392LIABILITIES AND
    STOCKHOLDERS DEFICITCurrent liabilities:Short-term debt

$
3,741


$
3,339Accounts payable


3,098



2,820Accrued liabilities


1,872



2,211Total current liabilities


8,711



8,370Long-Term liabilities:Other long-term debt


49



49Employee benefit plan obligations


564



550Other


860



859Total long-term liabilities


1,473



1,458Liabilities subject to compromise


17,526



17,416Total liabilities


27,710



27,244Minority interest


208



203Stockholders deficit:Common stock, $0.01 par value,
    1,350 million shares authorized, 565 million shares
    issued in 2007 and 2006


6



6Additional paid-in capital


2,772



2,769Accumulated deficit


(12,444
)


(11,893
)Accumulated other comprehensive
    loss:Employee benefit plans


(3,041
)


(3,041
)Other


185



156Total accumulated other
    comprehensive loss


(2,856
)


(2,885
)Treasury stock, at cost
    (3.2 million shares in 2007 and 2006)


(52
)


(52
)Total stockholders deficit


(12,574
)


(12,055
)Total liabilities and
    stockholders deficit

$
15,344


$
15,392    4




---



##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
  Three Months EndedMarch 31,2007


2006(in millions)Cash flows from operating
    activities:Net loss

$
(533
)

$
(363
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation and amortization


257



270Long-lived asset impairment charges


160



Deferred income taxes


3



(3
)Pension and other postretirement
    benefit expenses


284



402Equity income


(15
)


(17
)Reorganization items


39



13Loss on extinguishment of debt


23



Changes in operating assets and
    liabilities:Accounts receivable, net


(676
)


(616
)Inventories, net


1



(85
)Other assets


(36
)


(85
)Accounts payable


342



325Accrued and other long-term
    liabilities


146



205Other, net


(27
)


3U.S. employee special
    attrition program payments, net of reimbursement by GM


(217
)


Pension contributions


(92
)


(74
)Other postretirement benefit
    payments


(40
)


(57
)Net payments for reorganization
    items


(30
)


(11
)Net cash used in operating
    activities


(411
)


(93
)Cash flows from investing
    activities:Capital expenditures


(192
)


(251
)Proceeds from sale of property


10



6Proceeds from sale of
    non-U.S. trade
    bank notes


36



31Increase in restricted cash






(2
)Other, net


(10
)


(16
)Net cash used in investing
    activities


(156
)


(232
)Cash flows from financing
    activities:Proceeds from refinanced
    debtor-in-possession
    facility, net of issuance cost


3,321



Repayments of borrowings under
    debtor-in-possession
    facility


(250
)


Repayments of borrowings under
    prepetition term loan facility


(988
)


(Repayments of) proceeds from
    borrowings under revolving credit facility


(1,508
)


2Repayments of borrowings under
    refinanced
    debtor-in-possession
    facility


(255
)


Repayments under cash overdraft






(29
)Net borrowings (repayments) under
    other debt agreements


62



(7
)Other, net


(7
)


(9
)Net cash provided by (used in)
    financing activities


375



(43
)Effect of exchange rate
    fluctuations on cash and cash equivalents


12



16Decrease in cash and cash
    equivalents


(180
)


(352
)Cash and cash equivalents at
    beginning of period


1,667



2,221Cash and cash equivalents at end of
    period

$
1,487


$
1,869    5




---



##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
    (Unaudited)
  Three Months EndedMarch 31,2007


2006(in millions)Net loss

$
(533
)

$
(363
)Other comprehensive income:Currency translation adjustments,
    net of tax


26



49Net change in unrecognized gain on
    derivative instruments, net of tax


3



(6
)Other comprehensive income


29



43Comprehensive loss

$
(504
)

$
(320
)    6




---



##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)
  1.
    BASIS OF
    PRESENTATION  General Form 10-K
  Consolidation non-U.S. subsidiaries
  Bankruptcy Filing No. 05-44481 debtors-in-possession non-U.S. subsidiaries
  90-7, (SOP 90-7), SOP 90-7
 7




---



##### Table of Contents



Going Concern debtor-in-possession
  Contractual Interest Expense SOP 90-7.
  Use of Estimates
  Valuation of Long-Lived Assets
  Employee Termination Benefits and Other Exit
    Costs
 8




---



##### Table of Contents



At-Risk Short-Term Compensation Plan Form 8-K
  Share-Based Compensation Share-Based Payments
  Recently Issued Accounting
    Pronouncements Accounting
    for Uncertainty in Income Taxes, an interpretation of FASB
    Statement No. 109. Accounting for Income
    Taxes.
  Fair Value Measurements.
 9




---



##### Table of Contents



Employers Accounting for Defined Benefit Pension
    and Other Postretirement Plans-an amendment of FASB Statements
    No. 87, 88, 106, and 132(R).
  The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115.
  2.
    TRANSFORMATION
    PLAN AND CHAPTER 11 BANKRUPTCY  year-to-date year-to-date Accounting for the impairment or Disposal of Long-Lived
    Assets,
  1113/1114 1113/1114 1113/1114
 10




---



##### Table of Contents



1113/1114 1113/1114 parties-in-interest
    Employers Accounting for Settlements and
    Curtailments of Defined Benefit Pension Plans and for
    Termination Benefits Employers Accounting for Postretirement
    Benefits Accounting for Costs Associated with Exit or Disposal
    Activities
   11




---



##### Table of Contents



day-to-day 14-day Form 10-K
 12




---



##### Table of Contents



Basis of
    Presentation
  Condensed Combined
    Debtors-in-Possession
    Financial Statements SOP 90-7.
  Intercompany Transactions
 13




---



##### Table of Contents



CONDENSED
    COMBINED
    DEBTORS-IN-POSSESSION
    STATEMENTS OF
    OPERATIONS (Unaudited)
    (Non-filed entities, principally
    non-U.S. subsidiaries,
    excluded from consolidated Debtor group)
  Three Months EndedMarch 312007


2006Net sales:General Motors and affiliates

$
2,295


$
2,791Other customers


1,534



1,811Non-Debtor affiliates


260



154Total net sales


4,089



4,756Operating expenses:Cost of sales, excluding items
    listed below


4,046



4,719Depreciation and amortization


157



165Long-lived asset impairment charges


157



Selling, general and administrative


254



256Total operating expenses


4,614



5,140Operating loss


(525
)


(384
)Interest expense (contractual
    interest expense for the three months ended 
    March 31, 2007 and 2006 was $112 million and
    $129 million, respectively)


(79
)


(87
)Loss on extinguishment of debt


(23
)


Other income, net


12



Loss before reorganization items,
    income tax benefit, equity income, and cumulative effect of
    accounting change


(615
)


(471
)Reorganization items, net


(31
)


(9
)Loss before income tax expense,
    equity income, and cumulative effect of accounting change


(646
)


(480
)Income tax expense


(4
)


(4
)Loss before equity income, and
    cumulative effect of accounting change


(650
)


(484
)Equity income from
    non-consolidated affiliates, net of tax


14



14Equity income from non-Debtor
    affiliates, net of tax


103



104Loss before cumulative effect of
    accounting change


(533
)


(366
)Cumulative effect of accounting
    change






3Net loss

$
(533
)

$
(363
)  14




---



##### Table of Contents



CONDENSED
    COMBINED
    DEBTORS-IN-POSSESSION
    BALANCE SHEET
 (Non-filed
    entities, principally
    non-U.S. subsidiaries,
    excluded from consolidated Debtor group)
  March 31,2007


December 31,(Unaudited)


2006(in millions)ASSETSCurrent assets:Cash and cash equivalents

$
113


$
376Restricted cash


108



107Accounts receivable, net:General Motors and affiliates


1,649



1,739Other third parties


977



906Non-Debtor affiliates


389



328Notes receivable from non-Debtor
    affiliates


352



346Inventories, net:Productive material,
    work-in-process
    and supplies


826



938Finished goods


302



263Other current assets


296



290Total current assets


5,012



5,293Long-term assets:Property, net


2,007



2,240Investments in affiliates


376



366Investments in non-Debtor
    affiliates


3,402



3,273Goodwill


152



152Other intangible assets, net


34



36Other


311



344Total long-term assets


6,282



6,411Total assets

$
11,294


$
11,704LIABILITIES AND
    STOCKHOLDERS DEFICITCurrent liabilities not subject to
    compromise:Short-term debt

$
3,072


$
2,742Accounts payable


1,271



1,108Accounts payable to non-Debtor
    affiliates


446



434Accrued liabilities


768



1,250Total current liabilities


5,557



5,534Employee benefit plan obligations
    and other


704



737Liabilities subject to compromise


17,607



17,488Total liabilities


23,868



23,759Stockholders deficit:Total stockholders deficit


(12,574
)


(12,055
)Total liabilities and
    stockholders deficit

$
11,294


$
11,704  15




---



##### Table of Contents



CONDENSED
    COMBINED
    DEBTORS-IN-POSSESSION
    STATEMENT OF CASH FLOWS (Unaudited)
    (Non-filed entities, principally
    non-U.S. subsidiaries,
    excluded from consolidated Debtor group)
  Three Months EndedMarch 31,2007


2006(in millions)Cash flows from operating
    activities:Net cash used in operating
    activities

$
(513
)

$
(228
)Cash flows from investing
    activities:Capital expenditures


(67
)


(101
)Proceeds from sale of property


5



6Increase in restricted cash






Other, net


(4
)


(24
)Net cash used in investing
    activities


(66
)


(119
)Cash flows from financing
    activities:Proceeds from refinanced
    debtor-in-possession
    facility


3,321



Repayments of borrowings under
    debtor-in-possession
    facility


(250
)


(Repayments of) proceeds from
    prepetition secured revolving credit facility, net


(1,508
)


2Repayments of borrowings under
    prepetition term loan facility


(988
)


Repayments of borrowings under
    refinanced
    debtor-in-possession
    facility


(255
)


Repayments under cash overdraft






(29
)Repayments of borrowings under
    other debt agreements


(4
)


(3
)Net cash provided by (used in)
    financing activities


316



(30
)Decrease in cash and cash
    equivalents


(263
)


(377
)Cash and cash equivalents at
    beginning of period


376



1,361Cash and cash equivalents at end
    of period

$
113


$
984   3.
    REORGANIZATION
    ITEMS  SOP 90-7
  Three Months EndedMarch 31,2007


2006(in millions)Professional fees directly related
    to reorganization

$
43


$
31Interest income


(4
)


(16
)Gain on settlement of prepetition
    liabilities






(2
)Total Reorganization Items

$
39


$
13   debtor-in-possession
 16




---



##### Table of Contents



4.
    INCOME
    TAXES          5.
    LONG-LIVED
    ASSET IMPAIRMENT    held-for-use
  held-for-use
 17




---



##### Table of Contents



held-for-use
  6.
    WEIGHTED
    AVERAGE SHARES      Three Months EndedMarch 31,2007


2006(in thousands)Weighted average shares outstanding


561,782



561,782Effect of dilutive securities






Diluted shares outstanding


561,782



561,782     Three Months EndedMarch 31,2007


2006(in thousands)Anti-dilutive securities


72,070



81,082   7.
    WARRANTIES      March 31,2007(in millions)Accrual balance at beginning of
    year

$
388Provision for estimated warranties
    accrued during the period


24Settlements made during the period
    (in cash or in kind)


(27
)Foreign currency translation


2Accrual balance at end of period

$
387    18




---



##### Table of Contents



8.
    LIABILITIES
    SUBJECT TO COMPROMISE      SOP 90-7
 19




---



##### Table of Contents



:
  March 31,


December 31,2007


2006(in millions)Pension obligations

$
4,291


$
4,257Postretirement obligations other
    than pensions, including amounts payable to GM


9,209



9,109Debt and notes payable


2,051



2,054Accounts payable


748



754Junior subordinated notes due 2033


391



391Prepetition warranty obligation


172



174GM claim for U.S. employee
    special attrition program


312



315Training fund


133



141Other


219



221Total Liabilities Subject to
    Compromise

$
17,526


$
17,416   9.
    DEBT       20




---



##### Table of Contents



non-U.S. subsidiaries) debtor-in-possession.
      12-month
    debtor-in-possession
  Form 10-K
  10.
    U.S. EMPLOYEE
    SPECIAL ATTRITION PROGRAM   21




---



##### Table of Contents



Form 10-K
  SpecialTerminationU.S. Employee Special Attrition Program Liability

Benefit(in millions)Balance at December 31, 2006

$
830Payments


(481
)Other


(14
)Balance at March 31, 2007

$
335     U.S. Employee Special Attrition Program- GM Accounts
    Receivable(in millions)Balance at December 31, 2006

$
272Receipts from GM


(264
)Other


(7
)Balance at March 31, 2007

$
1     11.
    PENSION
    AND OTHER POSTRETIREMENT BENEFITS   22




---



##### Table of Contents



non-U.S. salaried
  OtherPostretirementPension Benefits


BenefitsU.S. Plans


Non-U.S. PlansThree Months Ended March 31,2007


2006


2007


2006


2007


2006(in millions)Service cost

$
48


$
73


$
12


$
10


$
21


$
45Interest cost


212



185



20



16



135



130Expected return on plan assets


(216
)


(205
)


(20
)


(16
)






Settlements










30











Amortization of prior service costs


14



33



1



1



(25
)


(25
)Amortization of actuarial losses


25



57



8



6



19



78Net periodic benefit cost

$
83


$
143


$
51


$
17


$
150


$
228      23




---



##### Table of Contents



non-U.S. subsidiaries non-U.S. plans
  12.
    DERIVATIVES
    AND HEDGING ACTIVITIES  Accounting for Derivative
    Instruments and Hedging Activities
   24




---



##### Table of Contents



March 31,


December 31,2007


2006(in millions)Current assets

$
64


$
73Non-current assets


11



3Total assets

$
75


$
76Current liabilities

$
37


$
61Non-current liabilities






Total liabilities

$
37


$
61       13.
    SEGMENT
    REPORTING    
    Electronics and Safety, which includes audio, entertainment and
    communications, safety systems, body controls and security
    systems, and power electronics, as well as advanced development
    of software and silicon.
    Thermal Systems, which includes Heating, Ventilating and Air
    Conditioning (HVAC) systems, components for multiple
    transportation and other adjacent markets, and powertrain
    cooling and related technologies.
    Powertrain Systems, which includes extensive systems integration
    expertise in gasoline, diesel and fuel handling and full
    end-to-end
    systems including fuel injection, combustion, electronic
    controls, exhaust handling, and test and validation capabilities. 25




---



##### Table of Contents




    Electrical/Electronic Architecture, which includes complete
    electrical architecture and component products.
    Steering, which includes steering, halfshaft and column
    technology.
    Automotive Holdings Group, which includes various non-core
    product lines and plant sites that do not fit Delphis
    future strategic framework.            26




---



##### Table of Contents



Electrical/





AutomotiveElectronics


Thermal


Powertrain


Electronic





Holdings


Corporateand Safety


Systems


Systems


Architecture


Steering


Group


and Other


Total(in millions)For the Three Months
    Ended:March 31, 2007Net sales to GM and affiliates

$
361


$
334


$
405


$
442


$
425


$
711


$
108


$
2,786Net sales to other customers


823



225



875



969



256



494



247



3,889Inter-segment net sales


67



31



104



45



12



91



(350
)


Total net sales

$
1,251


$
590


$
1,384


$
1,456


$
693


$
1,296


$
5


$
6,675Depreciation &
    Amortization

$
68


$
14


$
69


$
44


$
21


$
20


$
21


$
257Long-lived asset impairment charges

$
1


$



$
1


$
1


$
154


$
3


$



$
160Operating income (loss)

$
45


$
12


$
(23
)

$
(5
)

$
(155
)

$
(66
)

$
(163
)

$
(355
)Equity income

$



$
1


$
5


$
4


$
2


$
3


$



$
15Minority interest

$



$
2


$
(9
)

$
(7
)

$



$



$
2


$
(12
)March 31, 2006Net sales to GM and affiliates

$
361


$
391


$
489


$
483


$
437


$
878


$
178


$
3,217Net sales to other customers


847



202



794



856



228



564



265



3,756Inter-segment net sales


69



35



83



45



33



111



(376
)


Total net sales

$
1,277


$
628


$
1,366


$
1,384


$
698


$
1,553


$
67


$
6,973Depreciation &
    Amortization

$
60


$
19


$
67


$
41


$
24


$
30


$
29


$
270Long-lived asset impairment charges

$



$



$



$



$



$



$



$
Operating income (loss)

$
106


$
5


$
27


$
45


$
(28
)

$
(117
)

$
(270
)

$
(232
)Equity income

$
3


$
1


$
4


$
4


$
1


$
4


$



$
17Minority interest

$
(1
)

$
3


$
(7
)

$
(2
)

$



$



$
(3
)

$
(10
)   14.
    COMMITMENTS
    AND CONTINGENCIES  Bankruptcy
    Related Litigation
     27




---



##### Table of Contents



Shareholder
    Lawsuits
         28




---



##### Table of Contents



and/or
    Ordinary
    Business Litigation
       29




---



##### Table of Contents



Environmental
    Matters
  non-U.S. environmental Form 10-K
     30




---



##### Table of Contents



Form 10-K
    Other
   31




---



##### Table of Contents



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K
 Executive
    Summary of Business      No. 05-44481 debtors-in-possession non-U.S. subsidiaries
   32




---



##### Table of Contents



Transformation
    Plan
    
    Labor  Obtain, through negotiations with our
    U.S. labor unions and GM, modifications to our collective
    bargaining agreements to transform to a competitive
    U.S. labor cost structure;
    GM  Conclude negotiations with GM to finalize
    financial support for the legacy and labor costs we currently
    carry and to ascertain its business commitment to Delphi going
    forward;
    Portfolio  Streamline our product portfolio
    and focus on those core technologies for which we believe we
    have significant competitive and technological advantages and
    make the necessary manufacturing alignment;
    Cost Structure  Transform our salaried
    workforce to ensure that our organizational and cost structure
    is competitive and aligned with our product portfolio and
    manufacturing footprint; and
    Pensions  Devise a workable solution to our
    current pension funding situation, whether by extending
    contributions to the pension trusts or otherwise.  sections 1113/1114 1113/1114 1113/1114 1113/1114 1113/1114 1113/1114 parties-in-interest
 33




---



##### Table of Contents



year-to-date year-to-date Accounting for the impairment or Disposal of Long-Lived
    Assets,
  Employers Accounting for
    Settlements and Curtailments of Defined Benefit Pension Plans
    and for Termination Benefits Employers Accounting for
 34




---



##### Table of Contents



Accounting for Costs Associated
    with Exit or Disposal Activities
  day-to-day 14-day Form 10-K
   35




---



##### Table of Contents



Form 10-K
   Overview
    of Performance During the First Quarter of 2007  Three Months EndedMarch 31,2007


2006


Change(dollars in millions)Net sales:General Motors and affiliates

$
2,786



42
%

$
3,217



46
%

$
(431
)Other customers


3,889



58
%


3,756



54
%


133Total net sales

$
6,675






$
6,973






$
(298
)Net loss

$
(533
)





$
(363
)





$
(170
)    36




---



##### Table of Contents



and/or
 37




---



##### Table of Contents



Consolidated
    Results of Operations  Three
    Months Ended March 31, 2007 versus Three Months Ended
    March 31, 2006
  Net Sales
   Three Months EndedMarch 31,Product Segment

2007


2006


Change(in millions)Electronics and Safety

$
1,251


$
1,277


$
(26
)Powertrain Systems


1,384



1,366



18Electrical/Electronic Architecture


1,456



1,384



72Thermal Systems


590



628



(38
)Steering


693



698



(5
)Automotive Holdings Group


1,296



1,553



(257
)Corporate and Other(a)


5



67



(62
)Consolidated net sales

$
6,675


$
6,973


$
(298
)     (a)
    
    Corporate and Other includes the elimination of inter-segment
    transactions. Additionally, Corporate and Other includes the
    Product and Service Solutions business, which is comprised of
    independent aftermarket, diesel aftermarket, original equipment
    service, consumer electronics and medical systems.  Net Sales for the Three Months Ended March 31, 2007
    versus March 31, 2006.
     38




---



##### Table of Contents



Operating Results
   Three Months Ended March 31,Product Segment

2007


2006


Change(in millions)Electronics and Safety

$
45


$
106


$
(61
)Powertrain Systems


(23
)


27



(50
)Electrical/Electronic Architecture


(5
)


45



(50
)Thermal Systems


12



5



7Steering


(155
)


(28
)


(127
)Automotive Holdings Group


(66
)


(117
)


51Corporate and Other(a)


(163
)


(270
)


107Consolidated operating loss

$
(355
)

$
(232
)

$
(123
)Consolidated gross margin


6.8
%


5.9
%     (a)
    
    Corporate and Other includes the expenses of corporate
    administration, other expenses and income of a non-operating or
    strategic nature, including certain historical pension and
    postretirement benefit costs, and the elimination of
    inter-segment transactions. Additionally, Corporate and Other
    includes the Product and Service Solutions business, which is
    comprised of independent aftermarket, diesel aftermarket,
    original equipment service, consumer electronics and medical
    systems.    Gross Margin
 Gross Margin for the Three Months Ended March 31, 2007
    versus March 31, 2006.
  Depreciation and Amortization
 Depreciation and Amortization Expenses for the Three Months
    Ended March 31, 2007 versus March 31,
    2006. quarter-over-quarter
  Long-Lived Asset Impairment Charges
 Long-Lived Asset Impairment Charges for the Three Months
    Ended March 31, 2007 versus March 31,
    2006.
 39




---



##### Table of Contents



Selling, General and Administrative
 Selling, General and Administrative Expenses for the Three
    Months Ended March 31, 2007 versus March 31,
    2006.
  Interest Expense
 Interest Expense for the Three Months Ended March 31,
    2007 versus March 31, 2006. 90-7, (SOP 90-7).
  Loss on Extinguishment of Debt
 Loss on Extinguishment of Debt for the Three Months Ended
    March 31, 2007 versus March 31,
    2006.
  Other Income and Expense
 Other Income and Expense for the Three Months Ended
    March 31, 2007 versus March 31,
    2006.
  Reorganization Items
 Reorganization Items for the Three Months Ended
    March 31, 2007 versus March 31,
    2006.
  Taxes
 Taxes for the Three Months Ended March 31, 2007 versus
    March 31, 2006. non-U.S. operations.
 40




---



##### Table of Contents



year-over-year. non-U.S. operations
  Results
    of Operations by Segment
  Three
    Months Ended March 31, 2007 versus Three Months Ended
    March 31, 2006
  Electronics and Safety
   Three Months EndedMarch 31,2007


2006


Change(dollars in millions)Net sales:General Motors and affiliates

$
361



29
%

$
361



28
%

$
Other customers


823



66
%


847



66
%


(24
)Inter-segment


67



5
%


69



6
%


(2
)Total Other and Inter-segment


890



71
%


916



72
%


(26
)Total net sales

$
1,251






$
1,277






$
(26
)Operating income

$
45






$
106






$
(61
)Gross margin


14.6
%






18.3
%   Net Sales
      Operating Income/Loss
 41




---



##### Table of Contents



Powertrain Systems
   Three Months EndedMarch 31,2007


2006


Change(dollars in millions)Net sales:General Motors and affiliates

$
405



29
%

$
489



36
%

$
(84
)Other customers


875



63
%


794



58
%


81Inter-segment


104



8
%


83



6
%


21Total Other and Inter-segment


979



71
%


877



64
%


102Total net sales

$
1,384






$
1,366






$
18Operating (loss) income

$
(23
)





$
27






$
(50
)Gross margin


9.0
%






11.6
%   Net Sales
      Operating Income/Loss
 42




---



##### Table of Contents



Electrical/Electronic Architecture
   Three Months EndedMarch 31,2007


2006


Change(dollars in millions)Net sales:General Motors and affiliates

$
442



30
%

$
483



35
%

$
(41
)Other customers


969



67
%


856



62
%


113Inter-segment


45



3
%


45



3
%


Total Other and Inter-segment


1,014



70
%


901



65
%


113Total net sales

$
1,456






$
1,384






$
72Operating (loss) income

$
(5
)





$
45






$
(50
)Gross margin


9.8
%






12.9
%   Net Sales
      Operating Income/Loss
 43




---



##### Table of Contents



Thermal Systems
   Three Months EndedMarch 31,2007


2006


Change(dollars in millions)Net sales:General Motors and affiliates

$
334



57
%

$
391



62
%

$
(57
)Other customers


225



38
%


202



32
%


23Inter-segment


31



5
%


35



6
%


(4
)Total Other and Inter-segment


256



43
%


237



38
%


19Total net sales

$
590






$
628






$
(38
)Operating income

$
12






$
5






$
7Gross margin


10.0
%






8.6
%   Net Sales
      Operating Income/Loss
 44




---



##### Table of Contents



Steering
   Three Months EndedMarch 31,2007


2006


Change(dollars in millions)Net sales:General Motors and affiliates

$
425



61
%

$
437



63
%

$
(12
)Other customers


256



37
%


228



33
%


28Inter-segment


12



2
%


33



4
%


(21
)Total Other and Inter-segment


268



39
%


261



37
%


7Total net sales

$
693






$
698






$
(5
)Operating loss

$
(155
)





$
(28
)





$
(127
)Gross margin


7.8
%






4.2
%   Net Sales
      Operating Income/Loss
 45




---



##### Table of Contents



Automotive Holdings Group
   Three Months EndedMarch 31,2007


2006


Change(dollars in millions)Net sales:General Motors and affiliates

$
711



55
%

$
878



57
%

$
(167
)Other customers


494



38
%


564



36
%


(70
)Inter-segment


91



7
%


111



7
%


(20
)Total Other and Inter-segment


585



45
%


675



43
%


(90
)Total net sales

$
1,296






$
1,553






$
(257
)Operating loss

$
(66
)





$
(117
)





$
51Gross margin


1.7
%






(0.5
%)   Net Sales
  period-over-period
    Operating Income/Loss
  Corporate and Other
   Net Sales
  Operating Income/Loss
 46




---



##### Table of Contents



Liquidity
    and Capital Resources  Overview
    of Capital Structure
      non-U.S. subsidiaries) debtor-in-possession.
     47




---



##### Table of Contents



12-month
    debtor-in-possession
  Form 10-K
  Form 10-K
     48




---



##### Table of Contents



March 31,


December 31,2007


2006(in millions)Long-term debt subject to
    compromise:Senior unsecured debt with
    maturities ranging from 2006 to 2029

$
1,984


$
1,984Junior subordinated notes due 2033


391



391Other debt


67



70Total long-term debt subject to
    compromise


2,442



2,445Short-term, other, and long-term
    debt not subject to compromise:Prepetition revolving credit
    facility






1,507Prepetition term loan, due 2011






985Refinanced DIP term loan


2,745



Refinanced DIP revolving credit
    facility


327



Accounts receivable factoring


444



409DIP term loan






250European securitization


162



122Other debt


63



66Total short-term and other debt
    not subject to compromise


3,741



3,339Other long-term debt


49



49Total debt not subject to
    compromise


3,790



3,388Total outstanding debt

$
6,232


$
5,833   Prepetition
    Indebtedness
  Form 10-K
  Senior Unsecured Debt. SOP 90-7,
 49




---



##### Table of Contents



Junior Subordinated Notes. 1 4 over-the-counter Form 10-K 1 4
    Prepetition Credit Facilities.
  Other
    Financing
       50




---



##### Table of Contents



Credit
    Ratings, Stock Listing
  point-in-time point-in-time
  Form 10-Q, Form 10-Q, 1 2 1 8
  Cash
    Flows
  Operating Activities.
    Investing Activities.
  Financing Activities.
 51




---



##### Table of Contents



Dividends. debtor-in-possession
 Shareholder
    Lawsuits         52




---



##### Table of Contents



and/or
   Bankruptcy
    Related Litigation     53




---



##### Table of Contents



Environmental
    Matters  non-U.S. environmental
     54




---



##### Table of Contents



Form 10-K
   Other   Inflation   Recently
    Issued Accounting Pronouncements   Significant
    Accounting Policies and Critical Accounting Estimates  Form 10-K
 55




---



##### Table of Contents



Accounting for Uncertainty in Income Taxes, an
    interpretation of FASB Statement No. 109, Form 10-Q.
 Forward-Looking
    Statements  Form 10-Q, debtor-in-possession and/or Form 10-K and/or and/or
 56




---



##### Table of Contents



ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    ITEM 4.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e)) Form 10-K Form 10-K
  Form 10-Q Form 10-K
  Changes
    in internal control over financial reporting
  Form 10-K
  Form 10-K
  Form 10-K
 57




---



##### Table of Contents



PART II.
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS  Form 10-K
    ITEM 1A.
    RISK
    FACTORS  Form 10-K Form 10-K and/or
  We May
    Identify The Need For Additional Environmental Remediation Or
    Demolition Obligations Relating To Transformation
    Activities.
  and/or
  ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  Purchase
    of Equity Securities by the Issuer and Affiliated
    Purchasers
    ITEM 3.
    DEFAULTS
    UPON SENIOR SECURITIES  Form 10-K
  ITEM 6.
    EXHIBITS  ExhibitNumber

Exhibit Name3 (a)


Amended and Restated Certificate
    of Incorporation of Delphi Automotive Systems Corporation,
    incorporated by reference to Exhibit 3(a) to Delphis
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002.3 (b)


Certificate of Ownership and
    Merger, dated March 13, 2002, Merging Delphi Corporation
    into Delphi Automotive Systems Corporation, incorporated by
    reference to Exhibit 3(b) to Delphis Quarterly Report
    on
    Form 10-Q
    for the quarter ended June 30, 2002.3 (c)


Amended and Restated Bylaws of
    Delphi Corporation, incorporated by reference to
    Exhibit 99(c) to Delphis Report on
    Form 8-K
    filed October 14, 2005. 58




---



##### Table of Contents



ExhibitNumber

Exhibit Name10 (a)


Revolving Credit, Term Loan, and
    Guaranty Agreement, dated as of January 9, 2007, among
    Delphi and the lenders named therein, incorporated by reference
    to Exhibit 99(a) to Delphis Report on
    Form 8-K
    filed on January 12, 2007.10 (b)


Equity Purchase and Commitment
    Agreement, dated January 18, 2007, incorporated by
    reference to Exhibit 99(a) to Delphis Report on
    Form 8-K
    filed on January 23, 2007.10 (c)


Supplement to Equity Purchase and
    Commitment Agreement, dated January 18, 2007, incorporated
    by reference to Exhibit 99(b) to Delphis Report
    on
    Form 8-K
    filed on January 23, 2007.10 (d)


Amendment and Supplement, dated
    January 18, 2007, to the Plan Framework Support Agreement,
    dated as of December 18, 2006, incorporated by reference to
    Exhibit 99(c) to Delphis Report on
    Form 8-K
    filed on January 23, 2007.10 (e)


Amendment No. 2, dated
    January 18, 2007, to the Rights Agreement, dated as of
    February 1, 1999 and amended on May 11, 2005,
    incorporated by reference to Exhibit 99(d) to
    Delphis Report on
    Form 8-K
    filed on January 23, 2007.10 (f)


Amendment dated February 28,
    2007, to the Equity Purchase and Commitment Agreement, dated
    January 18, 2007, incorporated by reference to
    Exhibit 99(a) to Delphis Report on
    Form 8-K
    filed on February 28, 2007.10 (g)


First Amendment to Revolving
    Credit, Term Loan, and Guaranty Agreement dated as of
    March 29, 2007, incorporated by reference to
    Exhibit 99(a) to Delphis Report on
    Form 8-K
    filed on March 29, 2007.10 (h)


Order Under 11 U.S.C.
    §§ 105 and 363 of the United States Bankruptcy
    Court for the Southern District of New York Authorizing the
    Debtors to Implement a Short-Term Annual Incentive Program
    entered March 29, 2007, incorporated by reference to
    Exhibit 99(a) to Delphis Report on
    Form 8-K
    filed on March 30, 2007.*31 (a)


Certification Pursuant to Exchange
    Act
    Rules 13a-14(a)/15d-14(a),
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.31 (b)


Certification Pursuant to Exchange
    Act
    Rules 13a-14(a)/15d-14(a),
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.32 (a)


Certification Pursuant to
    18 U.S.C. Section 1350, adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32 (b)


Certification Pursuant to
    18 U.S.C. Section 1350, adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Management contract or compensatory plan or arrangement. 59




---



##### Table of Contents



SIGNATURE    Delphi
    Corporation(Registrant)May 7, 2007

/s/  Thomas
    S. TimkoThomas S. TimkoChief Accounting Officer and
    Controller  60.1