##### Table of Contents





UNITED
    STATES
    SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 June 30,
    2009ORo

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

38-3430473(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)5725 Delphi Drive, Troy, Michigan

48098(Address of principal executive
    offices)

(Zip Code)    (248) 813-2000 (Registrants telephone number, including area code)
  þ o
  Regulation S-T o o
  Rule 12b-2
  o o o þ
  (Do not
    check if a smaller reporting company)
  Rule 12b-2 o þ
    WEBSITE
    ACCESS TO COMPANYS REPORTS
  www.delphi.com Form 10-K, Form 10-Q, Form 8-K,




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##### 





DELPHI
    CORPORATION
  INDEX
   
 PagePart I  Financial
    InformationItem 1.

Financial StatementsConsolidated Statements of Operations for the
    Three and Six Months Ended June 30, 2009 and 2008
    (Unaudited)


3Consolidated Balance Sheets as of June 30,
    2009 (Unaudited) and December 31, 2008


4Consolidated Statements of Cash Flows for the Six
    Months Ended June 30, 2009 and 2008 (Unaudited)


5Consolidated Statements of Comprehensive (Loss)
    Income for the Three and Six Months Ended June 30, 2009 and
    2008 (Unaudited)


6Consolidated Statements of Stockholders
    Equity (Deficit) for the Six Months Ended June 30, 2009
    (Unaudited)


7Notes to Consolidated Financial Statements
    (Unaudited)


8Item 2.

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


65Executive Summary of Business


65Overview of Performance


67Overview of Net Sales and Net Loss


68Results of Operations


70Liquidity and Capital Resources


82Liquidity Outlook


88Litigation Commitments and Contingencies


89Environmental Matters


90Other


90Inflation


90Recently Issued Accounting Pronouncements


90Significant Accounting Policies and Critical
    Accounting Estimates


90Forward-Looking Statements


90Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


91Item 4.

Controls and Procedures


91Part II  Other
    InformationItem 1.

Legal Proceedings


92Item 1A.

Risk Factors


92Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


93Item 3.

Defaults Upon Senior Securities


93Item 4.

Submission of Matters to a Vote of Security
    Holders


93Item 5.

Other Information


93Item 6.

Exhibits


94Signatures


97EX-10(hh)EX-10(ii)EX-31.(a)EX-31.(b)EX-32.(a)EX-32.(b)   2




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##### Table of Contents



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


Six MonthsEnded


EndedJune 30,


June 30,2009


2008


2009


2008(in millions, except per share amounts)Net sales:General Motors and affiliates

$
664


$
1,326


$
1,375


$
2,773Other customers


2,111



3,520



3,809



6,850Total net sales


2,775



4,846



5,184



9,623Operating expenses:Cost of sales, excluding items listed below


2,686



4,452



5,196



8,875Depreciation and amortization


206



210



376



418Goodwill impairment charges






168







168Selling, general and administrative


240



356



489



702Total operating expenses


3,132



5,186



6,061



10,163Operating loss


(357
)


(340
)


(877
)


(540
)Interest expense (Note 1)


(168
)


(109
)


(304
)


(218
)Loss on extinguishment of debt






(49
)






(49
)Other income, net


8



2



16



19Reorganization items


(18
)


(29
)


1,126



(138
)Loss from continuing operations before income taxes and equity
    income


(535
)


(525
)


(39
)


(926
)Income tax (expense) benefit


(25
)


1



24



(65
)Loss from continuing operations before equity income


(560
)


(524
)


(15
)


(991
)Equity (loss) income, net of tax


(4
)


13



(11
)


28Loss from continuing operations


(564
)


(511
)


(26
)


(963
)Loss from discontinued operations, net of tax


(28
)


(28
)


(10
)


(153
)Net loss


(592
)


(539
)


(36
)


(1,116
)Net income attributable to noncontrolling interest


11



12



15



24Net loss attributable to Delphi

$
(603
)

$
(551
)

$
(51
)

$
(1,140
)Basic and diluted loss per share:Continuing operations attributable to Delphi

$
(1.02
)

$
(0.93
)

$
(0.07
)

$
(1.75
)Discontinued operations attributable to Delphi


(0.05
)


(0.05
)


(0.02
)


(0.27
)Basic and diluted loss per share

$
(1.07
)

$
(0.98
)

$
(0.09
)

$
(2.02
)Amounts attributable to Delphi:Loss from continuing operations

$
(575
)

$
(523
)

$
(41
)

$
(986
)Discontinued operations


(28
)


(28
)


(10
)


(154
)Net loss attributable to Delphi

$
(603
)

$
(551
)

$
(51
)

$
(1,140
)    3




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##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED BALANCE SHEETS
  June 30,2009


December 31,(Unaudited)


2008(in millions)ASSETSCurrent assets:Cash and cash equivalents

$
823


$
959Restricted cash


327



403Accounts receivable, net:General Motors and affiliates


533



799Other


1,621



1,515Inventories, net (Note 3)


1,053



1,227Other current assets (Note 4)


456



609Assets held for sale (Note 17)


680



745Total current assets


5,493



6,257Long-term assets:Property, net


3,102



3,299Investments in affiliates


275



297Other long-term assets (Note 4)


459



453Total long-term assets


3,836



4,049Total assets

$
9,329


$
10,306LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Short-term debt (Note 10)

$
4,250


$
4,174Accounts payable


1,568



1,703Accrued liabilities (Note 7)


2,269



2,085Liabilities held for sale (Note 17)


463



465Total current liabilities


8,550



8,427Long-Term liabilities:Employee benefit plan obligations (Note 12)


602



552Other long-term liabilities (Note 7)


981



1,010Total long-term liabilities


1,583



1,562Liabilities subject to compromise (Note 2)


13,466



14,583Total liabilities


23,599



24,572Commitments and contingencies (Note 13)Stockholders deficit:Common stock, $0.01 par value, 1,350 million shares
    authorized, 565 million shares issued


6



6Additional paid-in capital


2,747



2,747Accumulated deficit


(12,115
)


(12,064
)Accumulated other comprehensive loss:Employee benefit plans (Note 12)


(4,883
)


(4,867
)Other


(147
)


(219
)Total accumulated other comprehensive loss


(5,030
)


(5,086
)Treasury stock, at cost (389 thousand and 391 thousand shares,
    respectively)


(6
)


(6
)Total Delphi stockholders deficit


(14,398
)


(14,403
)Noncontrolling interest


128



137Total stockholders deficit


(14,270
)


(14,266
)Total liabilities and stockholders deficit

$
9,329


$
10,306    4




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##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
  Six Months EndedJune 30,2009


2008(in millions)Cash flows from operating activities:Net loss

$
(36
)

$
(1,116
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


339



412Long-lived asset impairment charges


37



6Goodwill impairment charges






168Pension and other postretirement benefit expenses


255



367Equity loss (income)


11



(28
)Reorganization items


(1,126
)


138U.S. employee workforce transition program






48Loss on extinguishment of debt






49Loss on assets held for sale


9



Deferred income taxes


(79
)


(10
)Changes in operating assets and liabilities:Accounts receivable, net


28



(670
)Inventories, net


168



17Other assets


162



23Accounts payable


(28
)


587Accrued and other long-term liabilities


(83
)


29Other, net


161



(49
)U.S. employee workforce transition program payments


(22
)


(100
)Pension contributions


(60
)


(310
)Other postretirement benefit payments


(30
)


(131
)Other, net


(37
)


(45
)Discontinued operations (Note 17)


71



16Net cash used in operating activities


(260
)


(599
)Cash flows from investing activities:Capital expenditures


(239
)


(385
)Proceeds from sale of property


12



24Cost of acquisitions






(15
)Proceeds from sale of
    non-U.S.
    trade bank notes


88



117Proceeds from divestitures, net


16



121Decrease in restricted cash


76



52Other, net


14



(6
)Discontinued operations


(7
)


(105
)Net cash used in investing activities


(40
)


(197
)Cash flows from financing activities:Net (repayments) borrowings under amended and restated
    debtor-in-possession
    facility


(242
)


311Proceeds from amended and restated
    debtor-in-possession
    facility, net of issuance cost of $92 million






3,158Repayments of borrowings from refinanced
    debtor-in-possession
    facility






(2,746
)Net (repayments) borrowings under other debt agreements


(272
)


30Issuance costs related to the Accommodation Agreement


(38
)


Net borrowings under GM liquidity support agreements


700



Dividend payments of consolidated affiliates to minority
    shareholders






(23
)Discontinued operations


6



16Net cash provided by financing activities


154



746Effect of exchange rate fluctuations on cash and cash equivalents


10



68(Decrease) increase in cash and cash equivalents


(136
)


18Cash and cash equivalents at beginning of period


959



1,036Cash and cash equivalents at end of period

$
823


$
1,054    5




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##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)
    INCOME (Unaudited)
  Three Months


Six MonthsEnded


EndedJune 30,


June 30,2009


2008


2009


2008(in millions)Net loss

$
(592
)

$
(539
)

$
(36
)

$
(1,116
)Other comprehensive income:Currency translation adjustments, net of tax(a)


183



22



99



94Net change in unrecognized loss on derivative instruments, net
    of tax(b)


23



(16
)


(25
)


80Employee benefit plans adjustment, net of tax(c)


11



19



(16
)


(11
)Other comprehensive income


217



25



58



163Comprehensive (loss) income


(375
)


(514
)


22



(953
)Comprehensive income attributable to noncontrolling interest


12



11



17



22Comprehensive (loss) income attributable to Delphi

$
(387
)

$
(525
)

$
5


$
(975
)     (a)
    
    Currency translation adjustments are net of ($4) million
    and ($4) million tax effect for the three months ended
    June 30, 2009 and 2008, respectively, and ($2) million
    and ($5) million tax effect for the six months ended
    June 30, 2009 and 2008, respectively.(b)
    
    Net change in unrecognized loss on derivative instruments
    adjustments are net of ($44) million for both the three and
    six months ended June 30, 2008. There was no tax effect for
    the net change in unrealized loss on derivative instruments for
    the three and six months ended June 30, 2009.(c)
    
    Employee benefit plans adjustments includes a $14 million
    and $135 million tax effect for the three months ended
    June 30, 2009 and 2008, respectively, and
    ($61) million and $135 million tax effect for the six
    months ended June 30, 2009 and 2008, respectively.   6




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##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENT OF STOCKHOLDERS
    EQUITY (DEFICIT) (Unaudited)
  Retained


AccumulatedAdditional


Earnings


Other








TotalCommon Stock


Paid-in


(Accumulated


Comprehensive


Treasury


Noncontrolling


StockholdersShares


Amount


Capital


Deficit)


Loss


Stock


Interest


Deficit(in millions)Balance at December 31, 2008


565


$
6


$
2,747


$
(12,064
)

$
(5,086
)

$
(6
)

$
137


$
(14,266
)Net (loss) income














(51
)










15



(36
)Currency translation adjustments and other, net of tax


















97







2



99Net change in unrecognized loss on derivative instruments, net
    of tax


















(25
)










(25
)Employee benefit plans liability adjustment, net of tax


















(16
)










(16
)Deconsolidation of noncontrolling interest


























(7
)


(7
)Dividends


























(19
)


(19
)Balance at June 30, 2009


565


$
6


$
2,747


$
(12,115
)

$
(5,030
)

$
(6
)

$
128


$
(14,270
)    7




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##### 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
  Restricted Cash debtor-in-possession
  Bankruptcy Filing No. 05-44481 debtors-in-possession non-U.S. subsidiaries
  90-7 (SOP 90-7), Financial Reporting by Entities in Reorganization under the
    Bankruptcy Code
 8




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##### Table of Contents



SOP 90-7
  Going Concern debtor-in-possession
  debtors-in-possession
 9




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##### Table of Contents



Contractual Interest Expense and Interest Expense on
    Unsecured Claims SOP 90-7.
  Use of Estimates
  Discontinued Operations Accounting for the Impairment or Disposal of Long-Lived
    Assets
   10




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##### Table of Contents



Recently Issued Accounting
    Pronouncements Noncontrolling Interests in
    Consolidated Financial Statements  An Amendment of
    ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities  an Amendment of FASB Statement 133 Accounting for Derivative Instruments and Hedging Activities ;
  Employers Disclosures about
    Postretirement Benefit Plan Assets
  No. 157-4 (FSP 157-4), Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly. FSP 157-4
  115-2 124-2 FAS 115-2 FAS 124-2), Recognition and Presentation of
    Other-Than-Temporary
    Impairments. FAS 115-2 FAS 124-2
  No. 107-1 28-1 FAS 107-1 28-1), Interim Disclosures about Fair Value of Financial
    Instruments. FAS 107-1 28-1 FAS 107-1 28-1, FAS 107-1 28-1.
  Subsequent Events
  Accounting for
    Transfers of Financial Assets Amendments to FASB Interpretation No. 46(R)
 11




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##### Table of Contents



tm tm
    
    FASB Staff Position
    No. 157-2
    (FSP 157-2),
    Effective Date of FASB Statement No. 157
    Statement of Financial Accounting Standards No. 141
    (Revised 2007) (SFAS 141R), Business
    Combinations
    FASB Staff Position No. 141(R)-1
    (FSP 141R-1), Accounting for Assets Acquired
    and Liabilities Assumed in a Business Combination That Arise
    from Contingencies  Form 10-Q
  2.
    TRANSFORMATION
    PLAN AND CHAPTER 11 BANKRUPTCY  Plan of
    Reorganization and Transformation Plan
  Elements
    of Transformation Plan
   12




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##### Table of Contents



non-U.S. businesses
    two-day U.S.-based
 13




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##### Table of Contents



GM 
    Global Settlement Agreement 
    Hourly Pension Plan Settlement  First Pension
    Transfer to GM  Employers Accounting for Settlements and
    Curtailments of Defined Benefit Pension Plans and for
    Termination Benefit
 14




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##### Table of Contents



Hourly Pension Plan Settlement  Second Pension
    Transfer to GM 
  Hourly Plan Freeze and Triggering of Benefit
    Guarantees 
  Hourly OPEB Settlement and OPEB Reimbursement from
    GM  Employers Accounting for Postretirement Benefits Other
    Than Pensions
  Allowed GM Administrative and General Unsecured
    Claims 
   15




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##### Table of Contents



Allowed IUE-CWA and USW Claims 
  Special Attrition Programs
  Master Restructuring Agreement 
  Existing and Future Business Awards and Related
    Matters 
  Reimbursement of Hourly Labor Costs 
 16




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##### Table of Contents



Production Cash Burn Breakeven Reimbursement 
  Working Capital Backstop  Steering
    Business 
  Reimbursement of Hourly Workers Compensation and Other
    Benefits 
  Accelerated GM North American Payment Terms 
   17




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##### Table of Contents



(in millions)Balance at December 31, 2008

$
141GM obligations recognized


175Payments received from GM


(150
)Balance at March 31, 2009

$
166GM obligations recognized


103Payments received from GM


(126
)Balance at June 30, 2009

$
143       Three Months Ended


Six Months EndedJune 30, 2009


June 30, 2009(in millions)Pre-tax earnings

$
73


$
147Discontinued operations


27



106Pass-through OPEB reimbursement


13



32Buydown
    true-up
    (Note 11)


(16
)


(16
)Deferred liability


6



9Total

$
103


$
278   Pensions
   18




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##### Table of Contents



non-U.S. affiliates.
      Labor
   19




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##### Table of Contents



Portfolio
        Cost Structure
    Equity
    Purchase and Commitment Agreement
   20




---



##### Table of Contents



out-of-pocket
  The Plan
    of Reorganization
   21




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##### Table of Contents



non-U.S. businesses
    two-day U.S.-based
 22




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##### Table of Contents



Modified PlanInvestors


Acquisition of the Companys operating businesses by DIP
    Holdco 3, LLC, and of certain North American operations and the
    Steering Business by certain affiliates of GMEmergence Capital and Capital Commitments


No funded debt; instead non-recourse emergence capital funded by
    GM under the transaction agreementsDIP Holdco 3, LLC has obtained, or will obtain, emergence
    capital and capital commitments to support the Companys
    operating businesses going forwardDefined Benefit Pension Plans


414(l) Transfer of approximately $2.1 billion in net unfunded
    liabilities was effective on September 29, 2008PBGC has initiated the termination process for Delphis
    U.S. hourly and salaried pension plans and the other U.S.
    subsidiary plansGM


GM will purchase certain North American operations and the
    Steering Business from the Company pursuant to an assignment of
    rights from the Administrative Agent. GM will not receive any
    distribution on account of its allowed claimsDIP Facility Revolver Claim


Satisfied in full on the effective dateDIP Facility First Priority Term Claim


Satisfied in full on the effective dateSenior Secured Hedge Obligations


Satisfied pursuant to the terms of the MDADIP Facility Second Priority Term Claim


Satisfied in full on the effective dateSecured Claims (Excluding DIP Claims)


Claims will either (i) be paid in equal installments of cash
    over a period of seven years from the effective date of the
    Modified Plan with interest accruing at the closing seven-year
    Treasury Bill rate on the effective date, plus 200 basis
    points; (ii) receive their collateral free and clear of liens;
    or (iii) receive such other treatment agreed upon by the parties
    as is more favorable to the DebtorsUnsecured Creditors


Pro rata share of deferred consideration under the Master
    Disposition Agreement (in amount not to exceed $300 million)Post-petition Interest


No postpetition interest will be accrued or paid on General
    Unsecured ClaimsMDL Litigation Claims


No recoveryEquity


No recovery     Form 10-K Form 10-Q
 23




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##### Table of Contents



Form 10-Q.
    Reorganization
    Items
  SOP 90-7
  (Income)/ExpenseThree Months


Six MonthsEnded


EndedJune 30,


June 30,2009


2008


2009


2008(in millions)Salaried OPEB settlement (Note 12)

$



$



$
(1,168
)

$
Professional fees directly related to reorganization


16



30



39



59Interest income






(2
)






(4
)Write off of previously capitalized fees or expenses related to
    the EPCA














79Other


2



1



3



4Total Reorganization Items

$
18


$
29


$
(1,126
)

$
138     Liabilities
    Subject to Compromise
   24




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##### Table of Contents



and/or
  SOP 90-7
 25




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##### Table of Contents



:
  June 30,


December 31,2009


2008(In millions)Pension obligations (Note 12)

$
5,383


$
5,321Postretirement obligations other than pensions (Note 12)


24



1,201Allowed GM general unsecured claim


2,500



2,500Allowed GM administrative claim


1,628



1,628Allowed IUE-CWA and USW claims


129



129Debt and notes payable


1,984



1,984Accounts payable


733



732Junior subordinated notes due 2033


391



391Securities & ERISA litigation liability (Note 13)


351



351Supplemental executive retirement program


117



118Labor union training funds


95



96Other


131



132Total Liabilities Subject to Compromise

$
13,466


$
14,583     3.
    INVENTORIES,
    NET  first-in,
  June 30,


December 31,2009


2008(in millions)Productive material

$
556


$
635Work-in-process
    and supplies


193



247Finished goods


304



345Total

$
1,053


$
1,227   4.
    ASSETS    June 30,


December 31,2009


2008(in millions)Income and other taxes receivable

$
172


$
239Prepaid insurance and other expenses


120



119Deferred income taxes


93



96Deposits to vendors


37



46Notes receivable


21



28Debt issuance costs






56Other


13



25Total

$
456


$
609  26




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##### Table of Contents



June 30,


December 31,2009


2008(in millions)Deferred income taxes

$
72


$
85Spare parts


87



88Notes receivable


18



21Income and other taxes receivable


117



91Goodwill (Note 6)


63



62Intangible assets


23



28Deferred charges


14



14Other investments


18



25Other


47



39Total

$
459


$
453   5.
    LONG-LIVED
    ASSET IMPAIRMENT        6.
    GOODWILL     27




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##### Table of Contents



7.
    LIABILITIES    June 30,


December 31,2009


2008(in millions)Payroll-related obligations

$
238


$
202Employee benefits, including current pension obligations


119



135Accrued income taxes


55



69Taxes other than income


217



195Warranty obligations (Note 8)


125



128U.S. employee workforce transition program (Note 11)


81



115Employee termination benefits and other exit costs (Note 9)


147



163Interest on prepetition claims (Note 1)


415



415Working capital backstop  Steering Business
    (Note 2)


210



210Derivative financial instruments (Note 16)


139



132Accrued interest


171



1Other


352



320Total

$
2,269


$
2,085     June 30,


December 31,2009


2008(in millions)Workers compensation

$
303


$
325Environmental (Note 13)


89



97Extended disability benefits


62



60Warranty obligations (Note 8)


206



236Payroll-related obligations


30



35Accrued income taxes


75



71Other long-term debt (Note 10)


68



55Derivative financial instruments (Note 16)


35



36Other


113



95Total

$
981


$
1,010  28




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##### Table of Contents



8.
    WARRANTY
    OBLIGATIONS      WarrantyObligations(in millions)Balance at December 31, 2008

$
364Provision for estimated warranties issued during the period


27Provision for changes in estimate for preexisting warranties


2Settlements made during the period (in cash or in kind)


(64
)Foreign currency translation and other


2Balance at June 30, 2009

$
331     9.
    EMPLOYEE
    TERMINATION BENEFITS AND OTHER EXIT COSTS         29




---



##### Table of Contents



Three Months


Six MonthsEnded


EndedJune 30,


June 30,Segment

2009


2008


2009


2008(in millions)Electronics & Safety

$
18


$
11


$
35


$
39Powertrain Systems


14



6



19



10Electrical/Electronic Architecture


23



19



55



32Thermal Systems


2



6



4



9Corporate and Other


(1
)






(7
)


Continuing Operations


56



42



106



90Discontinued Operations


5



25



4



103Total

$
61


$
67


$
110


$
193Cost of sales


52



39



98



85Selling, general and administrative expenses


4



3



8



5Discontinued operations


5



25



4



103     EmployeeTermination


Other ExitBenefits


Costs


Total(in millions)Accrual balance at December 31, 2008

$
205


$
45


$
250Provision for estimated expenses incurred during the period


87



39



126Provision for changes in estimates for preexisting programs


(15
)


(1
)


(16
)Payments made during the year


(130
)


(41
)


(171
)Severance reimbursable by GM under the Amended MRA


29







29Foreign currency and other


11



(4
)


7Accrual balance at June 30, 2009

$
187


$
38


$
225       
    Realignment of existing manufacturing capacity and closure of
    facilities.  As part of Delphis ongoing
    efforts to lower costs and operate efficiently, the Electronics
    and Safety, Powertrain Systems, Electrical/Electronic
    Architecture and Thermal Systems segments executed initiatives
    to realign manufacturing operations within North America to
    lower cost markets and to reduce headcount in line with the
    realigned manufacturing operations, and incurred approximately
    $30 million and $55 million of employee termination
    benefits and other related exit costs during the three and six
    months ended June 30, 2009, respectively. Delphi also
    incurred approximately $6 million and $13 million of
    employee termination benefits and other related exit costs
    during the three and six months ended 30




---



##### Table of Contents



June 30, 2009, respectively, in discontinued operations
    related to initiatives to realign manufacturing operations
    within North America to lower cost markets. Additionally,
    European, South American and Asian operations in the Electronics
    and Safety and Electrical/Electronic Architecture segments
    incurred $10 million and $21 million of employee
    termination benefits and other exit costs in conjunction with
    headcount reductions and programs related to the rationalization
    of manufacturing and engineering process. Additionally, the
    Electronics and Safety segment incurred $4 million of costs
    related to upcoming sales and wind-down of its occupant
    protection systems business in North America and Europe during
    the three and six months ended June 30, 2009. Offsetting
    these costs, was a change in estimate to a previously accrued
    liability related to settlements with the UAW and various other
    labor unions of $3 million and $10 million recorded
    during the three and six months ended June 30, 2009,
    respectively.  
    Transformation plan activities.  As part of an
    effort to transform its salaried workforce and reduce general
    and administrative expenses, Delphi identified certain salaried
    employees in North America during the three and six months ended
    June 30, 2009 for involuntary separation and incurred
    $6 million and $23 million, respectively, in related
    employee termination benefits included in continuing operations.
    Delphi also incurred $6 million of U.S. salaried
    separations recorded in discontinued operations for the six
    months ended June 30, 2009. As a result of the Amended MRA,
    $53 million of U.S. employee termination benefits have
    been or will be reimbursed by GM during the six months ended
    June 30, 2009, respectively, of which $44 million and
    $9 million, respectively, related to U.S. hourly
    separations U.S. salaried separations, respectively.    
    Realignment of existing manufacturing capacity and closure of
    facilities.  As part of Delphis ongoing
    efforts to lower costs and operate efficiently, Delphis
    Electronics & Safety segment and the Automotive
    Holdings Group, which is reported in discontinued operations,
    planned to transfer core products manufactured at a shared
    location in Portugal to a lower cost market and exit non-core
    products from that facility and recognized employee termination
    benefits of $44 million during the six months ended
    June 30, 2008, of which $29 million was recorded in
    discontinued operations. Additionally, Electronics &
    Safety, Powertrain Systems, Electrical/Electronic Architecture
    and Thermal Systems segments executed initiatives to realign
    manufacturing operations within North America to lower cost
    markets, and incurred approximately $15 million and
    $36 million of employee termination benefits and other
    related exit costs during the three and six months ended
    June 30, 2008, respectively. Delphi also incurred
    approximately $3 million and $5 million of employee
    termination benefits and other related exit costs during the
    three and six months ended June 30, 2008, respectively, in
    discontinued operations related to initiatives to realign
    manufacturing operations within North America to lower cost
    markets. Additionally, European, South American and Asian
    operations in the Powertrain Systems and Electrical/Electronic
    Architecture segments incurred $5 million of employee
    termination benefits and other exit costs in conjunction with
    headcount reductions and programs related to the rationalization
    of manufacturing and engineering process during the three months
    ended June 30, 2008.
    Transformation plan activities.  As part of an
    initiative to sell or wind down non-core product lines, Delphi
    incurred employee termination benefits and other exit costs of
    $6 million and $37 million related to the closure of a
    manufacturing facility in Athens, Alabama during the three and
    six months ended June 30, 2008, respectively, which
    related to the Steering Business and was recorded in loss from
    discontinued operations. As part of an effort to transform its
    salaried workforce and reduce general and administrative
    expenses, Delphi identified certain salaried employees in North
    America during the three and six months ended June 30, 2008
    for involuntary separation and incurred $15 million and
    $21 million, respectively, in related employee termination
    benefits in the Electronics & Safety, Powertrain
    Systems and Electrical/Electronic Architecture. Delphi also
    incurred $9 million and $21 million of
    U.S. salaried separations recorded in discontinued
    operations for the three and six months ended June 30,
    2008, respectively. 31




---



##### Table of Contents



10.
    DEBT  Amended
    and Restated DIP Credit Facility and Accommodation
    Agreement
      Form 10-K Form 10-Q Form 8-K
    Termination
    Date of the Accommodation Agreement
   32




---



##### Table of Contents



Requirements
    of the Accommodation Agreement
    Terms of
    the Amended and Restated DIP Credit Facility and Accommodation
    Agreement
    Borrowings as of


Rates Effective as ofJune 30,


June 30,ABR plus


2009


2009(in millions)Tranche A


5.00
%

$
230



9.25
%Tranche B


5.00
%

$
311



9.25
%Tranche C


6.25
%

$
2,750



10.50
%        33




---



##### Table of Contents



debtor-in-possession
    Advance
    Agreement and Liquidity Support from General Motors and Related
    Matters
  paid-in-kind
    Form 10-K 10-Q
   34




---



##### Table of Contents



Form 10-K Form 10-Q Form 10-Q
  Other
    Matters
    11.
    U.S.
    EMPLOYEE WORKFORCE TRANSITION PROGRAMS    U.S.
    Employee Workforce Transition Program Liability
  Pre-RetirementBuydown Wage


ProgramLiability


Liability


Total(in millions)Balance at December 31, 2008

$
83


$
40


$
123Buydown
    true-up


(17
)






(17
)Payments






(22
)


(22
)Balance at June 30, 2009

$
66


$
18


$
84       12.
    PENSION
    AND OTHER POSTRETIREMENT BENEFITS   35




---



##### Table of Contents



non-U.S. subsidiaries non-U.S. plans
    Form 10-Q
 36




---



##### Table of Contents



non-U.S. employees:
  OtherPension Benefits


PostretirementU.S. Plans


Non-U.S. Plans


BenefitsThree Months Ended June 30,2009


2008


2009


2008


2009


2008(in millions)Service cost(a)

$
5


$
41


$
10


$
11


$
1


$
8Interest cost


168



214



25



24







137Expected return on plan assets


(146
)


(218
)


(21
)


(23
)






Settlements










27



13



2



Amortization of prior service costs


7



4



1



3



(3
)


(26
)Amortization of actuarial losses


54



6



5



2







11Net periodic benefit cost

$
88


$
47


$
47


$
30


$



$
130   OtherPension Benefits


PostretirementU.S. Plans


Non-U.S. Plans


BenefitsSix Months Ended June 30,2009


2008


2009


2008


2009


2008(in millions)Service cost(a)

$
11


$
82


$
19


$
22


$
6


$
15Interest cost


336



427



43



47



18



274Expected return on plan assets


(292
)


(436
)


(34
)


(46
)






Settlements










41



24



(1,175
)


Amortization of prior service costs


13



11



1



4



(27
)


(53
)Amortization of actuarial losses


108



11



9



8



9



22Net periodic benefit cost (benefit)

$
176


$
95


$
79


$
59


$
(1,169
)

$
258     (a)
    
    Includes $8 million and $17 million for the three and
    six months ended June 30, 2008, respectively, of costs
    previously accrued related to the U.S. employee workforce
    transition programs.      13.
    COMMITMENTS
    AND CONTINGENCIES  Shareholder
    Lawsuits
   37




---



##### Table of Contents



Form 10-K
         38




---



##### Table of Contents



and/or
    Salaried
    OPEB Settlement
   39




---



##### Table of Contents



Ordinary
    Business Litigation
          2005-2007
    Environmental
    Matters
   40




---



##### Table of Contents



41




---



##### Table of Contents



Other
    Concentrations
    of Risk
        14.
    INCOME
    TAXES  Accounting for Income Taxes,
      15.
    WEIGHTED
    AVERAGE SHARES   42




---



##### Table of Contents



Three Months


Six MonthsEnded


EndedJune 30,


June 30,2009


2008


2009


2008(in thousands)Weighted average shares outstanding


564,637



564,519



564,637



564,083Effect of dilutive securities














Diluted shares outstanding


564,637



564,519



564,637



564,083     Three andSix MonthsEndedJune 30,2009


2008(in thousands)Anti-dilutive securities


44,037



60,922   16.
    FINANCIAL
    INSTRUMENTS, DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE
    MEASUREMENTS  Financial
    Instruments
    Derivatives
    and Hedging Activities
   43




---



##### Table of Contents



Quantity


Unit ofCommodity

Hedged


Measure(in thousands)Copper


44,769



poundsSecondary Aluminum


10,119



poundsPrimary Aluminum


7,275



poundsNatural Gas


543



MMBTU   Foreign Currency(in millions)Mexican Peso


8,869



MXNHungarian Forint


3,870



HUFEuro


147



EURRomanian Leu


137



RONNew Turkish Lira


118



TRYSingapore Dollar


14



SGD       Asset Derivatives


Liability DerivativesJune 30,




June 30,Balance Sheet Location

2009


Balance Sheet Location

2009(in millions)Designated derivatives instruments:Commodity derivatives

Other Current Assets

$



Accrued Liabilities

$
52Foreign currency derivatives

Other Current Assets





Accrued Liabilities


86Foreign currency derivatives*

Accrued Liabilities


14


Other Current Assets


Commodity derivatives

Other Long-Term Assets





Other Long-Term Liabilities


6Foreign currency derivatives*

Other Long-Term Liabilities


11


Other Long-Term Liabilities


46Total derivatives designated as hedging instruments



$
25




$
190Derivatives not designated:Commodity derivatives

Other Current Assets

$



Accrued Liabilities

$
20Foreign currency derivatives*

Accrued Liabilities


15


Accrued Liabilities


10Foreign currency derivatives*

Other Long-Term Liabilities


6


Other Long-Term Liabilities


Total derivatives not designated as hedging instruments



$
21




$
30  44




---



##### Table of Contents



*
    
    Derivative instruments within this category are subject to
    master netting arrangements and are presented on a net basis in
    the consolidated balance sheets in accordance with FASB
    Interpretation No. 39, Offsetting of Amounts Related to
    Certain Contracts (An Interpretation of APB Opinion No. 10
    and FASB Statement No. 105).      Gain (Loss)Recognized inLoss


IncomeReclassified


(IneffectiveLoss


from OCI into


PortionRecognized in


Income


Excluded fromOCI (Effective


(Effective


EffectivenessPortion)


Portion)


Testing)(in millions)Designated derivatives instruments:Commodity derivatives

$
(22
)

$
(41
)

$
1Foreign currency derivatives


(28
)


(33
)


(2
)Total

$
(50
)

$
(74
)

$
(1
)   Gain (Loss)Recognized inIncomeDerivatives not designated:Commodity derivatives

$
(5
)Foreign currency derivatives


1Total

$
(4
)     GainRecognized inLoss


IncomeReclassified


(IneffectiveLoss


from OCI into


PortionRecognized in


Income


Excluded fromOCI (Effective


(Effective


EffectivenessPortion)


Portion)


Testing)(in millions)Designated derivatives instruments:Commodity derivatives

$
(64
)

$
(90
)

$
1Foreign currency derivatives


(101
)


(51
)


5Total

$
(165
)

$
(141
)

$
6   45




---



##### Table of Contents



Gain (Loss)Recognized inIncomeDerivatives not designated:Commodity derivatives

$
(20
)Foreign currency derivatives


6Total

$
(14
)         Fair
    Value Measurements
  Fair
    Value Measurements on a Recurring Basis
    and/or
 46




---



##### Table of Contents



Significant Other


SignificantQuoted Prices in


Observable


UnobservableActive Markets


Inputs


InputsTotal


Level 1


Level 2


Level 3(in millions)As of June 30, 2009:Available for sale securities

$
21


$
17


$
4


$
Total

$
21


$
17


$
4


$
As of December 31, 2008:Available for sale securities

$
32


$
23


$
9


$
Foreign currency derivatives


12











12Total

$
44


$
23


$
9


$
12     Significant Other


SignificantQuoted Prices in


Observable


UnobservableActive Markets


Inputs


InputsTotal


Level 1


Level 2


Level 3(in millions)As of June 30, 2009:Commodity derivatives

$
78


$



$



$
78Foreign currency derivatives


96











96Total

$
174


$



$



$
174As of December 31, 2008:Commodity derivatives

$
99


$



$



$
99Foreign currency derivatives


69











69Total

$
168


$



$



$
168  47




---



##### Table of Contents



Changes toTotal











UnrealizedRealized/





Net Transfers





Gains/Fair Value


Unrealized





Into/


Fair Value


(Losses) onJanuary 1,


Gains/


Net


(Out of)


June 30,


Instruments2009


(Losses)


Settlements


Level 3


2009


Still Held(in millions)Commodity and foreign currency derivatives

$
(156
)

$
(169
)

$
151


$



$
(174
)

$
(132
)Total Level 3 Fair Value

$
(156
)

$
(169
)

$
151


$



$
(174
)

$
(132
)   Fair
    Value Measurements on a Nonrecurring Basis
    17.
    DISCONTINUED
    OPERATIONS    Steering
    and Halfshaft Business
   48




---



##### Table of Contents



Automotive
    Holdings Group
    Global Suspension and Brakes Business
    Sale and/or
  U.S. Suspensions Asset
    Sale
  Interiors and Closures
    Business
  Bearings Business Product Sale
 49




---



##### Table of Contents



North American Brake Product Asset
    Sale
    Results
    of Discontinued Operations
    Three Months


Six MonthsEnded


EndedJune 30,


June 30,2009


2008


2009


2008(in millions)Sales:Steering Business

$
372


$
570


$
730


$
1,139Automotive Holdings Group


124



387



240



1,104Total sales

$
496


$
957


$
970


$
2,243Loss before income taxes (including loss attributable to
    noncontrolling interest and equity income, net of tax)

$
(21
)

$
(12
)

$
(3
)

$
(137
)Provision for income taxes


(7
)


(16
)


(7
)


(17
)Loss from discontinued operations

$
(28
)

$
(28
)

$
(10
)

$
(154
)Steering Business


(8
)


8



23



(69
)Automotive Holdings Group


(20
)


(36
)


(33
)


(85
)     June 30,


December 31,2009


2008(in millions)Current assets:Cash

$
23


$
20Accounts receivable


336



379Inventory


198



210Other current assets


32



28Long-term assets


91



108Assets held for sale

$
680


$
745 50




---



##### Table of Contents



June 30,


December 31,2009


2008(in millions)Steering Business


509



497Automotive Holdings Group


171



248Current liabilities:Short-term debt

$
34


$
30Accounts payable


231



242Accrued liabilities


160



154Other long-term liabilities


38



39Liabilities held for sale

$
463


$
465Steering Business


299



293Automotive Holdings Group


164



172     Six MonthsEndedJune 30,2009


2008(in millions)Loss related to assets held for sale

$
25


$
39Pension and other postretirement benefit expenses


5



28U.S. employee workforce transition program charges






9Changes in net operating assets


41



(60
)Total

$
71


$
16Steering Business


30



15Automotive Holdings Group


41



1   18.
    OTHER
    INCOME (EXPENSE), NET    Three Months


Six MonthsEnded


EndedJune 30,


June 30,2009


2008


2009


2008(in millions)Interest income

$
2


$
7


$
5


$
19Other, net


6



(5
)


11



Other income, net

$
8


$
2


$
16


$
19   19.
    ACQUISITIONS
    AND DIVESTITURES    Powertrain
    Systems Segment
  Global Exhaust Business Sale
 51




---



##### Table of Contents



Electronics
    and Safety Segment
  Acquisition of Joint Venture
  20.
    SEGMENT
    REPORTING    
    Electronics and Safety, which includes audio, entertainment and
    communications, safety systems, body controls and security
    systems, displays, mechatronics and power electronics, as well
    as advanced development of software and silicon.
    Powertrain Systems, which includes extensive systems integration
    expertise in gasoline, diesel and fuel handling and full
    end-to-end
    systems including fuel injection, combustion, electronics
    controls, exhaust handling, and test and validation capabilities.
    Electrical/Electronic Architecture, which includes complete
    electrical architecture and component products.
    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.
    Corporate and Other, which includes the Product and Service
    Solutions business which is comprised of independent
    aftermarket, diesel aftermarket, original equipment service and
    medical systems, in addition to the expenses of corporate
    administration, other expenses and income of a non-operating or
    strategic nature, and the elimination of inter-segment
    transactions and charges related to U.S. employee workforce
    transition programs.     52




---



##### Table of Contents



Electrical/Electronics


Powertrain


Electronic


Thermal


Corporateand Safety


Systems


Architecture


Systems


and Other


Total(in millions)For the Three Months Ended:June 30, 2009Net sales to GM and affiliates

$
125


$
127


$
206


$
130


$
76


$
664Net sales to other customers


436



516



752



186



221



2,111Inter-segment net sales


23



83



27



16



(149
)


Total net sales

$
584


$
726


$
985


$
332


$
148


$
2,775Depreciation and amortization

$
46


$
50


$
48


$
17


$
9


$
170Long-lived asset impairment charges

$
34


$
1


$



$



$
1


$
36Operating (loss) income

$
(168
)

$
(77
)

$
(108
)

$
(14
)

$
10


$
(357
)OIBDAR

$
(69
)

$
(5
)

$
(30
)

$
5


$
52


$
(47
)Equity (loss) income

$
(1
)

$
(2
)

$
2


$
(2
)

$
(1
)

$
(4
)Net income attributable to noncontrolling interest

$



$
5


$
4


$
2


$



$
11June 30, 2008Net sales to GM and affiliates

$
296


$
298


$
365


$
287


$
80


$
1,326Net sales to other customers


812



923



1,216



291



278



3,520Inter-segment net sales


37



117



38



20



(212
)


Total net sales

$
1,145


$
1,338


$
1,619


$
598


$
146


$
4,846Depreciation and amortization

$
64


$
63


$
46


$
19


$
13


$
205Long-lived asset impairment charges

$
4


$



$
1


$



$



$
5Goodwill impairment charges

$



$



$
168


$



$



$
168Operating (loss) income

$
(75
)

$
7


$
(183
)

$
(11
)

$
(78
)

$
(340
)OIBDAR

$
20


$
84


$
61


$
14


$
19


$
198Equity income

$



$
2


$
6


$
3


$
2


$
13Net income attributable to noncontrolling interest

$



$
6


$
5


$
1


$



$
12   53




---



##### Table of Contents



Electrical/Electronics


Powertrain


Electronic


Thermal


Corporateand Safety


Systems


Architecture


Systems


and Other


Total(in millions)For the Six Months Ended:June 30, 2009Net sales to GM and affiliates

$
289


$
282


$
399


$
254


$
151


$
1,375Net sales to other customers


787



929



1,360



332



401



3,809Inter-segment net sales


44



150



50



32



(276
)


Total net sales

$
1,120


$
1,361


$
1,809


$
618


$
276


$
5,184Depreciation and amortization

$
94


$
99


$
94


$
33


$
19


$
339Long-lived asset impairment charges

$
34


$
1


$
1


$



$
1


$
37Operating (loss) income

$
(328
)

$
(216
)

$
(286
)

$
(57
)

$
10


$
(877
)OIBDAR

$
(160
)

$
(85
)

$
(127
)

$
(20
)

$
54


$
(338
)Equity (loss) income

$
(5
)

$
(5
)

$
3


$
(2
)

$
(2
)

$
(11
)Net income attributable to noncontrolling interest

$



$
6


$
5


$
4


$



$
15June 30, 2008Net sales to GM and affiliates

$
645


$
606


$
768


$
583


$
171


$
2,773Net sales to other customers


1,630



1,789



2,353



542



536



6,850Inter-segment net sales


85



226



82



47



(440
)


Total net sales

$
2,360


$
2,621


$
3,203


$
1,172


$
267


$
9,623Depreciation and amortization

$
127


$
131


$
91


$
34


$
29


$
412Long-lived asset impairment charges

$
5


$



$
1


$



$



$
6Goodwill impairment charges

$



$



$
168


$



$



$
168Operating (loss) income

$
(155
)

$
(6
)

$
(189
)

$
15


$
(205
)

$
(540
)OIBDAR

$
47


$
146


$
121


$
59


$
(21
)

$
352Equity income

$



$
6


$
9


$
5


$
8


$
28Net income attributable to noncontrolling interest

$



$
12


$
9


$
2


$
1


$
24       Electrical/Electronics


Powertrain


Electronic


Thermal


Corporateand Safety


Systems


Architecture


Systems


and Other


Total(in millions)For the Three Months EndedJune 30, 2009:Operating (loss) income

$
(168
)

$
(77
)

$
(108
)

$
(14
)

$
10


$
(357
)Depreciation and amortization


46



50



48



17



9



170Long-lived asset impairment charges


34



1











1



36Transformation and rationalization charges:Employee termination benefits and other exit costs


18



14



23



2



(1
)


56Other transformation and rationalization costs


1



7



7







11



26Discontinued operations


















22



22OIBDAR

$
(69
)

$
(5
)

$
(30
)

$
5


$
52


$
(47
)    54




---



##### Table of Contents



Electrical/Electronics


Powertrain


Electronic


Thermal


Corporateand Safety


Systems


Architecture


Systems


and Other


Total(in millions)For the Three Months EndedJune 30, 2008:Operating (loss) income

$
(75
)

$
7


$
(183
)

$
(11
)

$
(78
)

$
(340
)Depreciation and amortization


64



63



46



19



13



205Long-lived asset impairment charges


4







1











5Goodwill impairment charges










168











168Transformation and rationalization charges:U.S. employee workforce transition program charges


















15



15Employee termination benefits and other exit costs


11



6



19



6







42Other transformation and rationalization costs


16



8



10







42



76Discontinued operations


















27



27OIBDAR

$
20


$
84


$
61


$
14


$
19


$
198     Electrical/Electronics


Powertrain


Electronic


Thermal


Corporateand Safety


Systems


Architecture


Systems


and Other


Total(in millions)For the Six Months EndedJune 30, 2009:Operating (loss) income

$
(328
)

$
(216
)

$
(286
)

$
(57
)

$
10


$
(877
)Depreciation and amortization


94



99



94



33



19



339Long-lived asset impairment charges


34



1



1







1



37Transformation and rationalization charges:Employee termination benefits and other exit costs


35



19



55



4



(7
)


106Other transformation and rationalization costs


5



12



9







10



36Discontinued operations


















21



21OIBDAR

$
(160
)

$
(85
)

$
(127
)

$
(20
)

$
54


$
(338
)  55




---



##### Table of Contents



Electrical/Electronics


Powertrain


Electronic


Thermal


Corporateand Safety


Systems


Architecture


Systems


and Other


Total(in millions)For the Six Months EndedJune 30, 2008:Operating (loss) income

$
(155
)

$
(6
)

$
(189
)

$
15


$
(205
)

$
(540
)Depreciation and amortization


127



131



91



34



29



412Long-lived asset impairment charges


5







1











6Goodwill impairment charges










168











168Transformation and rationalization charges:U.S. employee workforce transition program charges


















48



48Employee termination benefits and other exit costs


39



10



32



9







90Other transformation and rationalization costs


31



11



18



1



69



130Discontinued operations


















38



38OIBDAR

$
47


$
146


$
121


$
59


$
(21
)

$
352     21.
    SUBSEQUENT
    EVENTS    Modifications
    to Plan of Reorganization
     56




---



##### Table of Contents



Master
    Disposition Agreement
  U.S.-based
      wind-up
   57




---



##### Table of Contents



Pension
    Matters
      non-U.S. affiliates.
  Accommodation
    Agreement
   58




---



##### Table of Contents



GM
    Advance Agreement and Liquidity Support
    22.
    DEBTORS
    CONDENSED COMBINED FINANCIAL STATEMENTS  Basis of
    Presentation
  Condensed Combined
    Debtors-in-Possession
    Financial Statements SOP 90-7.
  Intercompany Transactions Debtors-in-Possession
  Contractual Interest Expense and Interest Expense on
    Unsecured Claims SOP 90-7.
 59




---



##### Table of Contents



Goodwill Impairment Charges
  Income Tax Benefit
      Assets
  June 30,


December 31,2009


2008(in millions)Taxes other than income

$
12


$
10Prepaid insurance and other expenses


62



70Deposits to vendors


28



36Debt issuance costs






56Other


13



31Total

$
115


$
203     June 30,


December 31,2009


2008(in millions)Long-term notes receivable

$
18


$
21Spare parts


52



56Income taxes receivable


45



45Goodwill


37



37Intangible assets


14



18Deferred charges


10



10Other investments


16



22Other


22



10Total

$
214


$
219  60




---



##### Table of Contents



Liabilities
  June 30,


December 31,2009


2008(in millions)Payroll related obligations

$
28


$
39Employee benefits, including current pension obligations


77



84Taxes other than income


27



36Warranty obligations


66



74U.S. employee workforce transition program


81



115Employee termination benefits and other exit costs


70



64Interest on prepetition claims


415



415Working capital backstop  Steering Business


210



210Derivative financial instruments


139



133Accrued interest


170



Other


112



122Total

$
1,395


$
1,292     June 30,


December 31,2009


2008(in millions)Workers compensation

$
303


$
325Environmental


79



90Extended disability benefits


62



60Warranty


95



130Other long-term debt


19



20Accrued income taxes


17



36Other


88



79Total

$
663


$
740   Assets Held for Sale
 61




---



##### 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


Six MonthsEnded


EndedJune 30,


June 30,2009


2008


2009


2008(in millions)Net sales

$
999


$
1,922


$
2,001


$
3,971Operating expenses:Cost of sales, excluding items listed below


1,138



2,018



2,357



4,194Depreciation and amortization


104



99



188



203Goodwill impairment charges






99







99Selling, general and administrative


127



217



258



432Total operating expenses


1,369



2,433



2,803



4,928Operating loss


(370
)


(511
)


(802
)


(957
)Interest expense


(163
)


(86
)


(294
)


(181
)Loss on extinguishment of debt






(49
)






(49
)Other expense, net


(3
)


(5
)


(7
)


(7
)Reorganization items, net


(3
)


(13
)


1,156



(113
)(Loss) income from continuing operations before income tax
    expense and equity income


(539
)


(664
)


53



(1,307
)Income tax benefit


5



18



57



15(Loss) income from continuing operations before equity income


(534
)


(646
)


110



(1,292
)Equity (loss) income from non-consolidated affiliates, net of tax


(3
)


14



(9
)


25(Loss) income from continuing operations before discontinued
    operations and equity income from non-Debtor affiliates


(537
)


(632
)


101



(1,267
)Loss from discontinued operations, net of tax


(56
)


(61
)


(54
)


(200
)Equity (loss) income from non-Debtor affiliates, net of tax


(10
)


142



(98
)


327Net loss


(603
)


(551
)


(51
)


(1,140
)Net loss attributable to noncontrolling interest














Net loss attributable to Debtors

$
(603
)

$
(551
)

$
(51
)

$
(1,140
)  62




---



##### Table of Contents



CONDENSED
    COMBINED
    DEBTORS-IN-POSSESSION
    BALANCE SHEET
    (Non-filed entities, principally
    non-U.S.
    subsidiaries, excluded from consolidated Debtor group)
  June 30,2009


December 31,(Unaudited)


2008(in millions)ASSETSCurrent assets:Cash and cash equivalents

$
96


$
231Restricted cash


288



355Accounts receivable, net:General Motors and affiliates


334



651Other third parties


312



369Non-Debtor affiliates


302



249Notes receivable from non-Debtor affiliates


116



77Inventories, net


415



474Other current assets


115



203Assets held for sale


372



494Total current assets


2,350



3,103Long-term assets:Property, net


1,002



1,153Investments in affiliates


226



245Investments in non-Debtor affiliates


1,003



1,056Notes receivable from non-Debtor affiliates


1,429



1,429Other long-term assets


214



219Total long-term assets


3,874



4,102Total assets

$
6,224


$
7,205LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities not subject to compromise:Short-term debt

$
4,006


$
3,635Accounts payable


356



528Accounts payable to non-Debtor affiliates


501



535Accrued liabilities


1,395



1,292Liabilities held for sale


155



214Total current liabilities


6,413



6,204Long-term liabilities not subject to compromise:Employee benefits and other


663



740Total long-term liabilities


663



740Liabilities subject to compromise


13,546



14,664Total liabilities


20,622



21,608Stockholders deficit:Total Debtors stockholders deficit


(14,398
)


(14,403
)Noncontrolling interest






Total stockholders deficit


(14,398
)


(14,403
)Total liabilities and stockholders deficit

$
6,224


$
7,205  63




---



##### 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)
  Six MonthsEndedJune 30,2009


2008(in millions)Cash flows from operating activities:Net cash used in operating activities

$
(576
)

$
(960
)Cash flows from investing activities:Capital expenditures


(62
)


(139
)Proceeds from sale of property


2



11Proceeds from divestitures


1



119Decrease in restricted cash


67



67Proceeds from notes receivable from non-Debtor affiliates






265Other, net


4



5Discontinued operations


11



(51
)Net cash provided by investing activities


23



277Cash flows from financing activities:Net (repayments) borrowings under amended and restated
    debtor-in-possession
    facility


(242
)


3,469Repayments of borrowings under refinanced
    debtor-in-possession
    facility






(2,746
)Repayments of borrowings under other debt agreements


(2
)


(5
)Issuance costs related to the Accommodation Agreement


(38
)


Net borrowings under GM liquidity support agreements


700



Net cash provided by financing activities


418



718(Decrease) increase in cash and cash equivalents


(135
)


35Cash and cash equivalents at beginning of period


231



113Cash and cash equivalents at end of period

$
96


$
148  64




---



##### 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
   65




---



##### Table of Contents



Form 10-K Form 10-Q Form 10-Q.
  Plan of
    Reorganization and Transformation Plan
  Elements of Transformation Plan
   66




---



##### Table of Contents



Overview
    of Performance During the Second Quarter of 2009    and/or Form 10-Q Form 10-Q.
   67




---



##### Table of Contents



sub-assembly pick-up
   Overview
    of Net Sales and Net Loss  Three Months Ended June 30,


Six Months Ended June 30,Favorable/








Favorable/2009


2008


(Unfavorable)


2009


2008


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

$
664



24
%

$
1,326



27
%

$
(662
)

$
1,375



27
%

$
2,773



29
%

$
(1,398
)Other customers


2,111



76
%


3,520



73
%


(1,409
)


3,809



73
%


6,850



71
%


(3,041
)Total net sales

$
2,775






$
4,846






$
(2,071
)

$
5,184






$
9,623






$
(4,439
)Loss from continuing operations

$
(564
)





$
(511
)





$
(53
)

$
(26
)





$
(963
)





$
937(Loss) income from discontinued operations, net of tax


(28
)






(28
)










(10
)






(153
)






143Net loss

$
(592
)





$
(539
)





$
(53
)

$
(36
)





$
(1,116
)





$
1,080    68




---



##### Table of Contents




    $1.2 billion due to the impact of the termination of health
    care and life insurance benefits in retirement to salaried
    employees, retirees and surviving spouses effective
    March 31, 2009 recorded during the six months ended
    June 30, 2009;
    $100 million and $253 million due to the impact of the
    Amended GSA and MRA recognized in the three and six months ended
    June 30, 2009, respectively, (refer to Note 2.
    Transformation Plan and Chapter 11 Bankruptcy to the
    consolidated financial statements for more information);
    The absence of $168 million goodwill impairment charges
    related to out Electrical/Electronic Architecture segment
    recorded during the three and six months ended June 30,
    2008 (refer to Note 6. Goodwill to the consolidated
    financial statements for more information);
    $116 million and $213 million of decreased selling,
    general and administrative expenses in the three and six months
    ended June 30, 2009, respectively, primarily due to
    headcount reductions, temporary layoffs, and lower operating and
    restructuring costs to support information technology systems;
    The absence of $79 million of previously capitalized fees
    paid to potential Investors and their affiliates recorded as
    expense in the six months ended June 30, 2008 as a result
    of the termination of the EPCA;
    $15 million and $48 million of workforce transition
    program charges recorded during the three and six months ended
    June 30, 2008, respectively; and
    $30 million related to the loss on sale of Delphis
    global bearings business recorded during the six months ended
    June 30, 2008 within loss on discontinued operations.    
    $96 million and $88 million due to the unfavorable
    impact for foreign exchange rates in the three and six months
    ended June 30, 2009, respectively;
    $59 million and $86 million of increased interest
    expense for the three and six months ended
    June 30, 2009, respectively, due to higher interest
    rates applied to our outstanding debt;
    $31 million of increased long-lived asset impairment
    charges for both the three and six months ended June 30,
    2009, respectively, primarily due to charges in our Electronics
    and Safety segment related to upcoming sales and wind-down of
    its occupant protection systems business in North America and
    Europe (refer to Note 5. Long-Lived Asset Impairment to the
    consolidated financial statements for more information); and
    $33 million related to the loss recognized related to the
    planned sale of Delphis global suspensions and brakes
    business recorded during the three and six months ended
    June 30, 2009 within loss on discontinued operations.  SFAS 157
    Fair Value Measurement of Derivative Instruments
  Fair Value Measurements,
   69




---



##### Table of Contents



Consolidated
    Results of Operations
  Three
    and Six Months Ended June 30, 2009 versus Three and Six
    Months Ended June 30, 2008
    Three Months Ended


Six Months EndedJune 30,


June 30,Favorable /








Favorable /2009


2008


(Unfavorable)


2009


2008


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

$
664



24
%

$
1,326



27
%

$
(662
)

$
1,375



27
%

$
2,773



29
%

$
(1,398
)Other customers


2,111



76
%


3,520



73
%


(1,409
)


3,809



73
%


6,850



71
%


(3,041
)Total net sales

$
2,775






$
4,846






$
(2,071
)

$
5,184






$
9,623






$
(4,439
)Cost of sales


2,686







4,452







1,766



5,196







8,875







3,679Gross margin(a)

$
89



3.2
%

$
394



8.1
%

$
(305
)

$
(12
)


(0.2
)%

$
748



7.8
%

$
(760
)Depreciation and amortization


206







210







4



376







418







42Goodwill impairment charges










168







168











168







168Selling, general and administrative


240







356







116



489







702







213Operating loss

$
(357
)





$
(340
)





$
(17
)

$
(877
)





$
(540
)





$
(337
)Interest expense


(168
)






(109
)






(59
)


(304
)






(218
)






(86
)Loss on extinguishment of debt










(49
)






49











(49
)






49Other income, net


8







2







6



16







19







(3
)Reorganization items


(18
)






(29
)






11



1,126







(138
)






1,264Loss from continuing operations before income taxes and equity
    (loss) income

$
(535
)





$
(525
)





$
(10
)

$
(39
)





$
(926
)





$
887Income tax (expense) benefit


(25
)






1







(26
)


24







(65
)






89Loss from continuing operations before equity (loss) income

$
(560
)





$
(524
)





$
(36
)

$
(15
)





$
(991
)





$
976Equity (loss) income, net of tax


(4
)






13







(17
)


(11
)






28







(39
)Loss from continuing operations

$
(564
)





$
(511
)





$
(53
)

$
(26
)





$
(963
)





$
937Loss from discontinued operations, net of tax


(28
)






(28
)










(10
)






(153
)






143Net loss


(592
)






(539
)






(53
)


(36
)






(1,116
)






1,080Net income attributable to noncontrolling interest


11







12







(1
)


15







24







(9
)Net loss attributable to Delphi

$
(603
)





$
(551
)





$
(52
)

$
(51
)





$
(1,140
)





$
1,089Amounts attributable to DelphiLoss from continuing operations

$
(575
)





$
(523
)





$
(52
)

$
(41
)





$
(986
)





$
945Discontinued operations


(28
)






(28
)










(10
)






(154
)






144Net loss attributable to Delphi

$
(603
)





$
(551
)





$
(52
)

$
(51
)





$
(1,140
)





$
1,089     (a)
    
    Gross margin is defined as net sales less cost of sales
    (excluding Depreciation and amortization and Goodwill impairment
    charges). 70




---



##### Table of Contents



Net Sales
    Three Months EndedJune 30,



Variance Due To:Volume and





CommodityFavorable/



Contractual





Pass-2009


2008


(Unfavorable)



Price Reductions


FX


Through


Other


Total(dollars in millions)



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

$
664



24
%

$
1,326



27
%

$
(662
)


$
(602
)

$
(56
)

$
(28
)

$
24


$
(662
)Other customers


2,111



76
%


3,520



73
%


(1,409
)



(1,082
)


(290
)


(35
)


(2
)


(1,409
)Total net sales

$
2,775






$
4,846






$
(2,071
)


$
(1,684
)

$
(346
)

$
(63
)

$
22


$
(2,071
)      71




---



##### Table of Contents



Six Months EndedJune 30,



Variance Due To:Volume and





CommodityFavorable/



Contractual





Pass-2009


2008


(Unfavorable)



Price Reductions


FX


Through


Other


Total(dollars in millions)



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

$
1,375



27
%

$
2,773



29
%

$
(1,398
)


$
(1,290
)

$
(113
)

$
(42
)

$
47


$
(1,398
)Other customers


3,809



73
%


6,850



71
%


(3,041
)



(2,398
)


(591
)


(52
)






(3,041
)Total net sales

$
5,184






$
9,623






$
(4,439
)


$
(3,688
)

$
(704
)

$
(94
)

$
47


$
(4,439
)       Operating Results
    Gross Margin.
  Three Months EndedJune 30,


Variance Due To:Contractual





EmployeeFavorable/





Price


Operational


Termination2009


2008


(Unfavorable)


Volume


Reductions


Performance


Benefits


Other


Total(dollars in millions)


(dollars in millions)Gross Margin

$
89


$
394


$
(305
)

$
(621
)

$
(22
)

$
370


$
(13
)

$
(19
)

$
(305
)Percentage of Sales


3.2
%


8.1
%    72




---



##### Table of Contents




    $73 million recognized in the second quarter of 2009 due to
    the impact of the Amended GSA and MRA which became effective in
    September 2008 (refer to Note 2. Transformation Plan and
    Chapter 11 Bankruptcy to the consolidated financial
    statements for more information); and
    The absence of $15 million of workforce transition program
    charges recorded during the second quarter of 2008.  Gross Margin.
  Six Months EndedJune 30,


Variance Due To:Contractual





EmployeeFavorable/





Price


Operational


Termination2009


2008


(Unfavorable)


Volume


Reductions


Performance


Benefits


Other


Total(dollars in millions)


(dollars in millions)Gross Margin

$
(12
)

$
748


$
(760
)

$
(1,393
)

$
(42
)

$
656


$
(13
)

$
32


$
(760
)Percentage of Sales


(0.2
)%


7.8
%     
    $150 million due to the impact of foreign exchange
    rates; and
    The absence of $28 million in warranty recovery in the
    Thermal Systems segment from an affiliated supplier recognized
    in the six months ended June 30, 2008 related to previously
    incurred warranty costs.    
    $147 million recognized in the six months ended
    June 30, 2009 due to the impact of the Amended GSA and MRA
    which became effective in September 2008 (refer to Note 2.
    Transformation Plan and Chapter 11 Bankruptcy to the
    consolidated financial statements for more information); and
    The absence of $48 million of workforce transition program
    charges recorded during the six months ended June 30, 2008.  Depreciation and Amortization for the Three and Six Months
    Ended June 30, 2009 versus
    June 30, 2008.
 73




---



##### Table of Contents



Goodwill Impairment Charges for the Three and Six Months
    Ended June 30, 2009 versus
    June 30, 2008.
  Selling, General and Administrative Expenses for the Three
    and Six Months Ended June 30, 2009 versus
    June 30, 2008.
  Interest Expense for the Three and Six Months Ended
    June 30, 2009 versus
    June 30, 2008. 90-7 (SOP 90-7) SOP 90-7
  Other Income and Expense for the Three and Six Months Ended
    June 30, 2009 versus
    June 30, 2008.
  Reorganization Items for the Three and Six Months Ended
    June 30, 2009 versus
    June 30, 2008.
  Income Taxes for the Three and Six Months Ended
    June 30, 2009 versus
    June 30, 2008. non-U.S. operations.
 74




---



##### Table of Contents



non-U.S. tax
  Equity (Loss) Income for the Three and Six Months Ended
    June 30, 2009 versus
    June 30, 2008.
  Loss from Discontinued Operations for the Three and Six
    Months Ended June 30, 2009 versus
    June 30, 2008.
  Three Months


Six MonthsEnded


EndedJune 30,


June 30,2009


2008


2009


2008(in millions)Loss from discontinued operations:Impact of Amended GSA and MRA (Note 2)

$
27


$



$
106


$
Employee Termination Benefits and Other Exit Costs (Note 9)


(5
)


(25
)


(4
)


(103
)Loss related to assets held for sale


(48
)


(2
)


(25
)


(39
)Other results of operations


(2
)


(1
)


(87
)


(11
)Total


(28
)


(28
)


(10
)


(153
)Non-controlling interest














(1
)Total loss from discontinued operations

$
(28
)

$
(28
)

$
(10
)

$
(154
)Steering


(8
)


8



23



(69
)Automotive Holdings Group


(20
)


(36
)


(33
)


(85
)   Net Income Attributable to Noncontrolling Interest for the
    Three and Six Months Ended June 30, 2009 versus
    June 30, 2008.
 Results
    of Operations by Segment    
    Electronics and Safety, which includes audio, entertainment and
    communications, safety systems, body controls and security
    systems, displays, mechatronics and power electronics, as well
    as advanced development of software and silicon.
    Powertrain Systems, which includes extensive systems integration
    expertise in gasoline, diesel and fuel handling and full
    end-to-end
    systems including fuel injection, combustion, electronics
    controls, exhaust handling, and test and validation capabilities. 75




---



##### Table of Contents




    Electrical/Electronic Architecture, which includes complete
    electrical architecture and component products.
    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.
    Corporate and Other, which includes the expenses of corporate
    administration, other expenses and income of a non-operating or
    strategic nature, elimination of inter-segment transactions and
    charges related to U.S. employee workforce transition
    programs. Additionally, Corporate and Other includes the Product
    and Service Solutions business, which is comprised of
    independent aftermarket, diesel aftermarket, original equipment
    service and medical systems.          Electrical/Electronics


Powertrain


Electronic


Thermal


Corporateand Safety


Systems


Architecture


Systems


and Other


Total(in millions)For the Three Months Ended
    June 30, 2009:Operating (loss) income

$
(168
)

$
(77
)

$
(108
)

$
(14
)

$
10


$
(357
)Depreciation and amortization


46



50



48



17



9



170Long-lived asset impairment charges


34



1











1



36Transformation and rationalization charges:Employee termination benefits and other exit costs


18



14



23



2



(1
)


56Other transformation and rationalization costs


1



7



7







11



26Discontinued operations


















22



22OIBDAR

$
(69
)

$
(5
)

$
(30
)

$
5


$
52


$
(47
)  76




---



##### Table of Contents



Electrical/Electronics


Powertrain


Electronic


Thermal


Corporateand Safety


Systems


Architecture


Systems


and Other


Total(in millions)For the Three Months Ended
    June 30, 2008:Operating (loss) income

$
(75
)

$
7


$
(183
)

$
(11
)

$
(78
)

$
(340
)Depreciation and amortization


64



63



46



19



13



205Long-lived asset impairment charges


4







1











5Goodwill impairment charges










168











168Transformation and rationalization charges:U.S. employee workforce transition program charges


















15



15Employee termination benefits and other exit costs


11



6



19



6







42Other transformation and rationalization costs


16



8



10







42



76Discontinued operations


















27



27OIBDAR

$
20


$
84


$
61


$
14


$
19


$
198     Electrical/Electronics


Powertrain


Electronic


Thermal


Corporateand Safety


Systems


Architecture


Systems


and Other


Total(in millions)For the Six Months Ended
    June 30, 2009:Operating (loss) income

$
(328
)

$
(216
)

$
(286
)

$
(57
)

$
10


$
(877
)Depreciation and amortization


94



99



94



33



19



339Long-lived asset impairment charges


34



1



1







1



37Transformation and rationalization charges:Employee termination benefits and other exit costs


35



19



55



4



(7
)


106Other transformation and rationalization costs


5



12



9







10



36Discontinued operations


















21



21OIBDAR

$
(160
)

$
(85
)

$
(127
)

$
(20
)

$
54


$
(338
)  77




---



##### Table of Contents



Electrical/Electronics


Powertrain


Electronic


Thermal


Corporateand Safety


Systems


Architecture


Systems


and Other


Total(in millions)For the Six Months Ended
    June 30, 2008:Operating (loss) income

$
(155
)

$
(6
)

$
(189
)

$
15


$
(205
)

$
(540
)Depreciation and amortization


127



131



91



34



29



412Long-lived asset impairment charges


5







1











6Goodwill impairment charges










168











168Transformation and rationalization charges:U.S. employee workforce transition program charges


















48



48Employee termination benefits and other exit costs


39



10



32



9







90Other transformation and rationalization costs


31



11



18



1



69



130Discontinued operations


















38



38OIBDAR

$
47


$
146


$
121


$
59


$
(21
)

$
352    78




---



##### Table of Contents



Electrical/Electronics


Powertrain


Electronic


Thermal


Corporateand Safety


Systems


Architecture


Systems


and Other


Total(in millions)For the Three Months Ended June 30:2009 Total Net Sales

$
584


$
726


$
985


$
332


$
148


$
2,7752008 Total Net Sales


1,145



1,338



1,619



598



146



4,846(Decrease) Increase

$
(561
)

$
(612
)

$
(634
)

$
(266
)

$
2


$
(2,071
)For the Six Months Ended June 30:2009 Total Net Sales

$
1,120


$
1,361


$
1,809


$
618


$
276


$
5,1842008 Total Net Sales


2,360



2,621



3,203



1,172



267



9,623(Decrease) Increase

$
(1,240
)

$
(1,260
)

$
(1,394
)

$
(554
)

$
9


$
(4,439
)For the Three Months Ended June 30:2009 Gross Margin

$
(29
)

$
26


$
17


$
26


$
49


$
892008 Gross Margin


75



144



142



41



(8
)


394(Decrease) Increase

$
(104
)

$
(118
)

$
(125
)

$
(15
)

$
57


$
(305
)2009 Gross margin percentage


(5.0
)%


3.6
%


1.7
%


7.8
%


33.1
%


3.2
%2008 Gross margin percentage


6.6
%


10.8
%


8.8
%


6.9
%


(5.5
)%


8.1
%For the Six Months Ended June 30:2009 Gross Margin

$
(80
)

$



$
(39
)

$
25


$
82


$
(12
)2008 Gross Margin


142



273



283



118



(68
)


748(Decrease) Increase

$
(222
)

$
(273
)

$
(322
)

$
(93
)

$
150


$
(760
)2009 Gross margin percentage


(7.1
)%


0.0
%


(2.2
)%


4.0
%


29.7
%


(0.2
)%2008 Gross margin percentage


6.0
%


10.4
%


8.8
%


10.1
%


(25.5
)%


7.8
%   GM Sales by Segment
  Three Months EndedJune 30,



Variance Due To:Volume andContractualFavorable/



Price


Commodity


Foreign2009


2008


(Unfavorable)



Reductions


Pass-through


Exchange


Other


Total(in millions)



(in millions)Electronics and Safety

$
125


$
296


$
(171
)


$
(158
)

$



$
(13
)

$



$
(171
)Powertrain Systems


127



298



(171
)



(158
)






(13
)






(171
)Electrical/Electronic Architecture


206



365



(159
)



(119
)


(22
)


(18
)






(159
)Thermal Systems


130



287



(157
)



(141
)


(5
)


(10
)


(1
)


(157
)Corporate and Other


76



80



(4
)



(26
)


(1
)


(2
)


25



(4
)Total

$
664


$
1,326


$
(662
)


$
(602
)

$
(28
)

$
(56
)

$
24


$
(662
)   
    Corporate and Other includes $21 million of Keep Site
    Facilitation reimbursements recognized in the three months ended
    June 30, 2009 as a result of the Amended GSA and MRA which
    became effective in September 2008 (refer to Note 2.
    Transformation Plan and Chapter 11 Bankruptcy to the
    consolidated financial statements for more information.)
    Foreign exchange fluctuations are primarily related to the Euro,
    Brazilian Real, British Pound, Korean Won, Chinese Renmenbi, and
    the Polish Zloty.  79




---



##### Table of Contents



Six Months EndedJune 30,



Variance Due To:Volume andContractualFavorable/



Price


Commodity


Foreign2009


2008


(Unfavorable)



Reductions


Pass-through


Exchange


Other


Total(in millions)



(in millions)Electronics and Safety

$
289


$
645


$
(356
)


$
(331
)

$



$
(25
)

$



$
(356
)Powertrain Systems


282



606



(324
)



(300
)






(24
)






(324
)Electrical/Electronic Architecture


399



768



(369
)



(295
)


(36
)


(38
)






(369
)Thermal Systems


254



583



(329
)



(300
)


(6
)


(22
)


(1
)


(329
)Corporate and Other


151



171



(20
)



(64
)






(4
)


48



(20
)Total

$
1,375


$
2,773


$
(1,398
)


$
(1,290
)

$
(42
)

$
(113
)

$
47


$
(1,398
)   
    Corporate and Other includes $46 million of Keep Site
    Facilitation reimbursements recognized in the six months ended
    June 30, 2009 as a result of the Amended GSA and MRA which
    became effective in September 2008 (refer to Note 2.
    Transformation Plan and Chapter 11 Bankruptcy to the
    consolidated financial statements for more information.)
    Foreign exchange fluctuations are primarily related to the Euro,
    Brazilian Real, British Pound, Korean Won, Chinese Renmenbi, and
    the Polish Zloty.  Other Customer and Inter-segment Sales by Segment
  Three Months EndedJune 30,



Variance Due To:Volume andContractualFavorable/



Price


Commodity


Foreign2009


2008


(Unfavorable)



Reductions


Pass-through


Exchange


Other


Total(in millions)



(in millions)Electronics and Safety

$
459


$
849


$
(390
)


$
(321
)

$



$
(68
)

$
(1
)

$
(390
)Powertrain Systems


599



1,040



(441
)



(336
)






(106
)


1



(441
)Electrical/Electronic Architecture


779



1,254



(475
)



(365
)


(33
)


(77
)






(475
)Thermal Systems


202



311



(109
)



(89
)


(2
)


(18
)






(109
)Corporate and Other


72



66



6




29







(21
)


(2
)


6Total

$
2,111


$
3,520


$
(1,409
)


$
(1,082
)

$
(35
)

$
(290
)

$
(2
)

$
(1,409
)   
    Foreign exchange fluctuations are primarily related to the Euro,
    Brazilian Real, British Pound, Korean Won, Chinese Renmenbi, and
    the Polish Zloty.  Six Months EndedJune 30,



Variance Due To:Volume andContractualFavorable/



Price


Commodity


Foreign2009


2008


(Unfavorable)



Reductions


Pass-through


Exchange


Other


Total(in millions)



(in millions)Electronics and Safety

$
831


$
1,715


$
(884
)


$
(744
)

$



$
(140
)

$



$
(884
)Powertrain Systems


1,079



2,015



(936
)



(705
)






(231
)






(936
)Electrical/Electronic Architecture


1,410



2,435



(1,025
)



(835
)


(50
)


(139
)


(1
)


(1,025
)Thermal Systems


364



589



(225
)



(186
)


(2
)


(38
)


1



(225
)Corporate and Other


125



96



29




72







(43
)






29Total

$
3,809


$
6,850


$
(3,041
)


$
(2,398
)

$
(52
)

$
(591
)

$



$
(3,041
)   
    Foreign exchange fluctuations are primarily related to the Euro,
    Brazilian Real, British Pound, Korean Won, Chinese Renmenbi, and
    the Polish Zloty. 80




---



##### Table of Contents



OIBDAR by Segment
  Three Months EndedJune 30,



Variance Due To:ContractualFavorable/






Price


Operational2009


2008


(Unfavorable)



Volume


Reductions


Performance


Other


Total(in millions)



(in millions)Electronics and Safety

$
(69
)

$
20


$
(89
)


$
(167
)

$
(6
)

$
97


$
(13
)

$
(89
)Powertrain Systems


(5
)


84



(89
)



(201
)


(4
)


109



7



(89
)Electrical/Electronic Architecture


(30
)


61



(91
)



(179
)


(12
)


86



14



(91
)Thermal Systems


5



14



(9
)



(67
)






40



18



(9
)Corporate and Other


52



19



33




(114
)


(2
)


112



37



33Total

$
(47
)

$
198


$
(245
)


$
(728
)

$
(24
)

$
444


$
63


$
(245
)     SG&A:
  
    The favorable impact of salaried headcount reductions and
    temporary layoffs of $15 million, $12 million,
    $14 million, $6 million and $27 million in the
    Electronics and Safety, Powertrain Systems,
    Electrical/Electronic Architecture, Thermal Systems and
    Corporate and Other segments, respectively.  Foreign Exchange:
  
    Foreign currency exchange impact of ($20) million,
    ($41) million, ($14) million, ($2) million and
    ($44) million in the Electronics and Safety, Powertrain
    Systems, Electrical/Electronic Architecture, Thermal Systems and
    Corporate and Other segments, respectively.    
    $91 million of decreases in pension and other
    postretirement and postemployment benefit and workers
    compensation costs; and
    $21 million recognized during the three months ended
    June 30, 2009 of Keep Site Facilitation payments as a
    result of the Amended GSA and MRA which became effective in
    September 2008 (refer to Note 2. Transformation Plan and
    Chapter 11 Bankruptcy to the consolidated financial
    statements for more information).    Six Months EndedJune 30,



Variance Due To:ContractualFavorable/






Price


Operational2009


2008


(Unfavorable)



Volume


Reductions


Performance


Other


Total(in millions)



(in millions)Electronics and Safety

$
(160
)

$
47


$
(207
)


$
(397
)

$
(2
)

$
199


$
(7
)

$
(207
)Powertrain Systems


(85
)


146



(231
)



(430
)


(10
)


198



11



(231
)Electrical/Electronic Architecture


(127
)


121



(248
)



(403
)


(26
)


173



8



(248
)Thermal Systems


(20
)


59



(79
)



(147
)


(3
)


66



5



(79
)Corporate and Other


54



(21
)


75




(306
)


(1
)


208



174



75Total

$
(338
)

$
352


$
(690
)


$
(1,683
)

$
(42
)

$
844


$
191


$
(690
)  81




---



##### Table of Contents



Warranty:
  
    The absence of $28 million in warranty recovery in the
    Thermal Systems segment from an affiliated supplier recognized
    in the six months ended June 30, 2008 related to
    previously incurred warranty costs.  SG&A:
  
    The favorable impact of salaried headcount reductions and
    temporary layoffs of $25 million, $13 million,
    $27 million, $11 million and $73 million in the
    Electronics and Safety, Powertrain Systems,
    Electrical/Electronic Architecture, Thermal Systems and
    Corporate and Other segments, respectively.  Foreign Exchange:
  
    Foreign currency exchange impact of ($37) million,
    ($59) million, ($16) million, ($3) million and
    ($20) million in the Electronics and Safety, Powertrain
    Systems, Electrical/Electronic Architecture, Thermal Systems and
    Corporate and Other segments, respectively.    
    $208 million of decreases in pension and other
    postretirement and postemployment benefit and workers
    compensation costs; and
    $46 million recognized during the six months ended
    June 30, 2009 of Keep Site Facilitation payments as a
    result of the Amended GSA and MRA which became effective in
    September 2008 (refer to Note 2. Transformation Plan
    and Chapter 11 Bankruptcy to the consolidated financial
    statements for more information).   Liquidity
    and Capital Resources  Overview
    of Capital Structure
  Amended and Restated DIP Credit Facility and Accommodation
    Agreement
     82




---



##### Table of Contents



Form 10-K Form 10-Q Form 8-K
    Termination Date of the Accommodation Agreement
     83




---



##### Table of Contents



Requirements of the Accommodation Agreement
    Terms of the Amended and Restated DIP Credit Facility and
    Accommodation Agreement
    Borrowings as of


Rates effective as ofJune 30,


June 30,ABR plus


2009


2009(in millions)Tranche A


5.00%


$
230



9.25%Tranche B


5.00%


$
311



9.25%Tranche C


6.25%


$
2,750



10.50%         debtor-in-possession
   84




---



##### Table of Contents



Advance Agreement and Liquidity Support from General Motors
    and Related Matters
  paid-in-kind
    Form 10-K Form 10-Q
     85




---



##### Table of Contents



Form 10-K Form 10-Q Form 10-Q
  Other Financing
      
  
    (in millions)Beginning Balance at December 31, 2008

$
88Receivables transferred


145Proceeds from new securitizations


(236
)Receivables repurchased


(52
)Other


55Ending balance at June 30, 2009

$
    86




---



##### Table of Contents



Pre-Petition Indebtedness
  Form 10-K
  June 30,


December 31,2009


2008(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



391Total long-term debt subject to compromise


2,375



2,375Short-term, other, and long-term debt not subject to compromise:Amended and Restated DIP term loans and revolving credit facility


3,291



3,620GM liquidity support agreements


700



Accounts receivable factoring and European securitization


105



352Other debt


154



202Total short-term and other debt not subject to compromise


4,250



4,174Other long-term debt


68



55Total debt not subject to compromise


4,318



4,229Total outstanding debt

$
6,693


$
6,604   Credit
    Ratings, Stock Listing
    Form 10-Q, Form 10-Q, 1 2 1 8
  Cash
    Flows
  Operating Activities.
 87




---



##### Table of Contents



Investing Activities.
  Financing Activities. debtor-in-possession
  Dividends.
 Liquidity
    Outlook       88




---



##### Table of Contents



Form 10-Q
  Form 10-Q.
   Litigation
    Commitments and Contingencies   89




---



##### Table of Contents



Environmental
    Matters  non-U.S. environmental Form 10-K
    Other    Inflation    Recently
    Issued Accounting Pronouncements    Significant
    Accounting Policies and Critical Accounting Estimates  Form 10-K
  Forward-Looking
    Statements  Form 10-Q,
 90




---



##### Table of Contents



debtor-in-possession and/or Form 10-K Form 10-Q Form 10-Q and/or and/or
  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-Q Form 10-K
  Changes
    in Internal Control over Financial Reporting
    Form 10-K
 91




---



##### Table of Contents



PART II.
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS  Form 10-K
    ITEM 1A.
    RISK
    FACTORS  Form 10-K Form 10-Q Form 10-K Form 10-Q and/or Form 10-Q.
  If We Are Unable To Successfully Consummate Our Modified
    Plan, Including The MDA, An Exhibit to the Modified Plan, Or
    Another Consensual Alternative Transaction, The Debtors May Be
    Required To Liquidate Their Assets
    
    consummation of the MDA; and
    consummation of the PBGC Settlement Agreement.    
    effectiveness of the Modified Plan;
    receipt of certain governmental approvals and regulatory matters
    (including certain competition filings);
    the representations and warranties of the Buyers and Sellers
    must be true and correct (except where such failure would not
    have a material adverse effect on such partys ability to
    consummate the transactions);
    the parties must have performed and complied with the covenants
    under the MDA;
    the parties must have delivered and executed the ancillary
    agreements and documents related to the DIP and transaction
    financing (as applicable);
    receipt of financing under specific financing documents (unless
    such breach is due to an actual or threatened breach by a DIP
    lender or GM, as applicable);
    effectiveness of the PBGC Settlement Agreement; 92




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
    transfer of certain environmental permits; and
    the operating agreement of DIP Holdco being implemented
    consistent with certain provisions of financing documents
    relating to among other things the reorganization and
    restructuring as contemplated by the MDA.      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 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    ITEM 5.
    OTHER
    INFORMATION  Form 8-K.
  Item 1.01
    Entry
    into a Material Definitive Agreement  Amendment
    to GM Advance Agreement
   93




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Amendment
    to Accommodation Agreement
      ITEM 6.
    EXHIBITS  ExhibitNumber

Exhibit Name2(a)

Confirmed Joint Plan of Reorganization of Delphi Corporation and
    Certain Affiliates, Debtors and Debtors-in-Possession,
    incorporated by reference to Exhibit 99(e) to Delphis
    Report on Form 8-K filed January 30, 2008.3(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, 2005.10(a)

Fourth Amendment to the Accommodation Agreement, dated as of
    June 1, 2009, incorporated by reference to Exhibit 99(a) to
    Delphis Current Report on Form 8-K filed June 2, 2009.10(b)

Fifth Amendment to the Accommodation Agreement, dated as of June
    8, 2009, incorporated by reference to Exhibit 99(a) to
    Delphis Current Report on Form 8-K filed June 9, 2009.10(c)

Sixth Amendment to the Accommodation Agreement, dated as of June
    12, 2009, incorporated by reference to Exhibit 99(a) to
    Delphis Current Report on Form 8-K filed June 18, 2009. 94




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##### Table of Contents



ExhibitNumber

Exhibit Name10(d)

Amended and Restated GM-Delphi Agreement, dated as of June 1,
    2009, incorporated by reference to Exhibit 99(b) to
    Delphis Current Report on Form 8-K filed June 18, 2009.10(e)

Seventh Amendment to the Accommodation Agreement, dated as of
    June 19, 2009, incorporated by reference to Exhibit 99(a) to
    Delphis Current Report on Form 8-K filed June 22, 2009.10(f)

Eighth Amendment to the Accommodation Agreement, dated as of
    June 23, 2009, incorporated by reference to Exhibit 99(a) to
    Delphis Current Report on Form 8-K filed June 24, 2009.10(g)

Ninth Amendment to the Accommodation Agreement, dated as of June
    26, 2009, incorporated by reference to Exhibit 99(a) to
    Delphis Current Report on Form 8-K filed June 29, 2009.10(h)

Tenth Amendment to the Accommodation Agreement, dated as of June
    30, 2009, incorporated by reference to Exhibit 99(a) to
    Delphis Current Report on Form 8-K filed July 1, 2009.10(i)

Eleventh Amendment to the Accommodation Agreement, dated as of
    July 7, 2009, incorporated by reference to Exhibit 99(a) to
    Delphis Current Report on Form 8-K filed July 8, 2009.10(j)

Twelfth Amendment to the Accommodation Agreement, dated as of
    July 10, 2009, incorporated by reference to Exhibit 99(a) to
    Delphis Current Report on Form 8-K filed July 13, 2009.10(k)

Thirteenth Amendment to the Accommodation Agreement, dated as of
    July 14, 2009, incorporated by reference to Exhibit 99(a) to
    Delphis Current Report on Form 8-K filed July 20, 2009.10(l)

Fourteenth Amendment to the Accommodation Agreement, dated as of
    July 15, 2009, incorporated by reference to Exhibit 99(b) to
    Delphis Current Report on Form 8-K filed July 20, 2009.10(m)

Fifteenth Amendment to the Accommodation Agreement, dated as of
    July 15, 2009, incorporated by reference to Exhibit 99(c) to
    Delphis Current Report on Form 8-K filed July 20, 2009.10(n)

Sixteenth Amendment to the Accommodation Agreement, dated as of
    July 17, 2009, incorporated by reference to Exhibit 99(d) to
    Delphis Current Report on Form 8-K filed July 20, 2009.10(o)

Seventeenth Amendment to the Accommodation Agreement, dated as
    of July 21, 2009, incorporated by reference to Exhibit 99(a) to
    Delphis Current Report on Form 8-K filed July 22, 2009.10(p)

First Amendment to Amended and Restated GM-Delphi Agreement,
    dated as of July 23, 2009, incorporated by reference to Exhibit
    99(a) to Delphis Current Report on Form 8-K filed
    July 30, 2009.10(q)

Second Amendment to Amended and Restated GM-Delphi Agreement,
    dated as of July 26, 2009, incorporated by reference to
    Exhibit 99(b) to Delphis Current Report on Form 8-K filed
    July 30, 2009.10(r)

Eighteenth Amendment to the Accommodation Agreement, dated as of
    July 24, 2009, incorporated by reference to Exhibit 99(c)
    to Delphis Current Report on Form 8-K filed
    July 30, 2009.10(s)

Nineteenth Amendment to the Accommodation Agreement and Fifth
    Amendment to Credit Agreement, dated as of
    July 25, 2009, incorporated by reference to Exhibit
    99(d) to Delphis Current Report on Form 8-K filed
    July 30, 2009.10(t)

Extension Amendment to the Accommodation Agreement, dated as of
    July 27, 2009, incorporated by reference to Exhibit 99(e)
    to Delphis Current Report on Form 8-K filed July
    30, 2009.10(u)

Extension Amendment to the Accommodation Agreement, dated as of
    July 28, 2009, incorporated by reference to Exhibit 99(f)
    to Delphis Current Report on Form 8-K filed
    July 30, 2009.10(v)

Third Amendment to Amended and Restated GM-Delphi Agreement,
    dated as of July 29, 2009, incorporated by reference to
    Exhibit 99(a) to Delphis Current Report on Form 8-K filed
    July 30, 2009.10(w)

Extension Amendment to the Accommodation Agreement, dated as of
    July 29, 2009, incorporated by reference to Exhibit 99(b)
    to Delphis Current Report on Form 8-K filed
    July 30, 2009.10(x)

Fourth Amendment to Amended and Restated GM-Delphi Agreement,
    dated as of July 30, 2009, incorporated by reference to
    Exhibit 99(a) to Delphis Current Report on Form 8-K filed
    August 3, 2009.10(y)

Twenty-Third Amendment to the Accommodation Agreement, dated as
    of July 30, 2009, incorporated by reference to Exhibit
    99(b) to Delphis Current Report on Form 8-K filed
    August 3, 2009. 95




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##### Table of Contents



ExhibitNumber

Exhibit Name10(z)

Master Disposition Agreement, dated as of July 30, 2009,
    incorporated by reference to Exhibit 99(a) to Delphis
    Current Report on Form 8-K filed August 5, 2009.10(aa)

Fifth Amendment to Amended and Restated GM-Delphi Agreement,
    dated as of August 4, 2009, incorporated by reference to
    Exhibit 99(b) to Delphis Current Report on Form 8-K filed
    August 5, 2009.10(bb)

Twenty-Fourth Amendment to the Accommodation Agreement, dated as
    of August 4, 2009, incorporated by reference to
    Exhibit 99(c) to Delphis Current Report on Form 8-K filed
    August 5, 2009.10(cc)

Third  Amendment to Partial Temporary Accelerated Payment
    Agreement, dated as of July 31, 2009, incorporated by
    reference to Exhibit 99(d) to Delphis Current Report on
    Form 8-K filed August 5, 2009.10(dd)

Sixth Amendment to Amended and Restated GM-Delphi Agreement,
    dated as of August 6, 2009, incorporated by reference to
    Exhibit 99(a) to Delphis Current Report on
    Form 8-K
    filed August 7, 2009.10(ee)

Twenty-Fifth Amendment to the Accommodation Agreement and Sixth
    Amendment to the Credit Agreement, dated as of August 6,
    2009, incorporated by reference to Exhibit 99(b) to
    Delphis Current Report on
    Form 8-K
    filed August 7, 2009.10(ff)

Seventh Amendment to Amended and Restated GM-Delphi Agreement,
    dated as of August 7, 2009, incorporated by reference to
    Exhibit 99(a) to Delphis Current Report on
    Form 8-K
    filed August 10, 2009.10(gg)

Twenty-Sixth Amendment to the Accommodation Agreement, dated as
    of August 7, 2009, incorporated by reference to
    Exhibit 99(b) to Delphis Current Report on
    Form 8-K
    filed August 10, 2009.10(hh)

Eighth Amendment to Amended and Restated GM-Delphi Agreement,
    dated as of August 11, 2009.10(ii)

Twenty-Seventh Amendment to the Accommodation Agreement, dated
    as of August 11, 2009.31(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 arrangement**
    
    Portions of this exhibit have been omitted under a request for
    confidential treatment and filed separately with the Securities
    and Exchange Commission 96




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##### Table of Contents



SIGNATURE    Delphi Corporation
   August 12, 2009

/s/ Thomas S. TimkoThomas S. Timko
    Chief Accounting Officer and Controller  97