##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549-1004


FORM 10-Q



|  |                                                                                         
|- | ----------------------------------------------------------------------------------------
|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

OR



|  |                                                                                 
|- | --------------------------------------------------------------------------------
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES
	EXCHANGE ACT OF 1934

For the transition period from
 to
.

Commission file No. 1-14787

DELPHI AUTOMOTIVE SYSTEMS
CORPORATION

(Exact name of registrant as specified in its
charter)


|                                                                |  |                                      
|--------------------------------------------------------------- |  | -------------------------------------
|                                                               
|                                                               
|                                                               
|                                                               
|Delaware                                                        |  | 38-3430473                           
|(State or other jurisdiction of
	incorporation or organization) |  | (IRS employer
	identification number)
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|5725 Delphi Drive, Troy, Michigan                               |  | 48098                                
|(Address of principal executive offices)                        |  | (Zip code)                           

(248) 813-2000

(Registrants telephone number, including
area code)


Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X     No .

As of September 30, 2001, there were 560,234,058
outstanding shares of the registrants $0.01 par value
common stock.



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TABLE OF CONTENTS



|                                                       |  |  |  |  |  |  |  | 
|------------------------------------------------------ |  |  |  |  |  |  |  | 
|DELPHI AUTOMOTIVE SYSTEMS CORPORATION                 
|PART I. FINANCIAL INFORMATION                         
|CONSOLIDATED STATEMENTS OF INCOME (Unaudited)         
|CONSOLIDATED BALANCE SHEETS                           
|CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)     
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
|SIGNATURE                                             
|EXHIBIT INDEX                                         
|Press Release dated October 16, 2001                  



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##### Table of Contents








DELPHI AUTOMOTIVE SYSTEMS CORPORATION


INDEX

|          |  |                                                                                                                 |    |      |    | 
|--------- |  | --------------------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|          |  |                                                                                                                 |    | Page
|          |  |                                                                                                                 |    |     
|          |  | Part I  Financial Information                                                                                  |    |      |    | 
|         
|Item  1.  |  | Financial Statements                                                                                            |    |      |    | 
|         
|         
|         
|         
|          |  | Consolidated Statements of Income (Unaudited) for
	the Three and
	Nine Months Ended September 30, 2001 and 2000 |    |      | 3  | 
|         
|         
|         
|         
|          |  | Consolidated Balance Sheets at September 30,
	2001 (Unaudited) and
	December 31, 2000                           |    |      | 4  | 
|         
|         
|         
|         
|          |  | Consolidated Statements of Cash Flows (Unaudited)
	for the
	Nine Months Ended September 30, 2001 and 2000       |    |      | 5  | 
|         
|         
|         
|         
|          |  | Notes to Consolidated Financial Statements
	(Unaudited)                                                         |    |      | 6  | 
|         
|         
|         
|         
|         
|Item  2.  |  | Managements Discussion and Analysis of
	Financial Condition and
	Results of Operations                         |    |      | 13 | 
|         
|         
|         
|         
|         
|Item  3.  |  | Quantitative and Qualitative Disclosures About
	Market Risk                                                     |    |      | 23 | 
|         
|          |  | Part II  Other Information                                                                                     |    |      |    | 
|         
|         
|         
|         
|         
|Item  1.  |  | Legal Proceedings                                                                                               |    |      | 24 | 
|         
|         
|         
|         
|         
|Item  6.  |  | Exhibits and Reports on Form 8-K                                                                                |    |      | 24 | 
|         
|         
|         
|         
|         
|Signature |  |                                                                                                                 | 25 |     

2



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##### Table of Contents








PART I.  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

DELPHI AUTOMOTIVE SYSTEMS CORPORATION






CONSOLIDATED STATEMENTS OF INCOME (Unaudited)


|                                   |                                                                   |                                         |    |                   |       |      |     |       |       |   |      |        |        |   |       |        |        | 
|---------------------------------- | ----------------------------------------------------------------- | --------------------------------------- | -- | ----------------- | ----- | ---- | --- | ----- | ----- | - | ---- | ------ | ------ | - | ----- | ------ | ------ | 
|                                   |                                                                   |                                         |    |                  
|                                   |                                                                   | Three Months Ended                      |    | Nine Months Ended
|                                   |                                                                   | September 30,                           |    | September 30,    
|                                   |                                                                   |                                         |    |                  
|                                   |                                                                   | 2001                                    |    | 2000              |       | 2001 |     | 2000 
|                                   |                                                                   |                                         |    |                   |       |      |     |      
|                                   |                                                                   |                                        
|                                   |                                                                   | (in millions, except per share amounts)
|                                  
|                                  
|                                  
|                                  
|Net sales:                         |                                                                   |                                         |    |                   |       |      |     |       |       |   |      |        |        |   |       |       
|                                  
|                                  
|                                  
|                                  
|                                   | General Motors and affiliates                                     |                                         | $  | 4,238             |       |      | $   | 4,682 |       |   | $    | 13,328 |        |   | $     | 15,844 |       
|                                  
|                                  
|                                  
|                                  
|                                   | Other customers                                                   |                                         |    | 1,991             |       |      |     | 1,966 |       |   |      | 6,380  |        |   |       | 6,386  |       
|                                   |                                                                   |                                         |    |                   |       |      |     |       |       |   |      |        |        |   |       |       
|                                   |                                                                   | Total net sales                         |    |                   | 6,229 |      |     |       | 6,648 |   |      |        | 19,708 |   |       |        | 22,230 | 
|                                   |                                                                   |                                         |    |                   |       |      |     |       |       |   |      |        |        |   |       |       
|Less operating expenses:           |                                                                   |                                         |    |                   |       |      |     |       |       |   |      |        |        |   |       |       
|                                  
|                                  
|                                  
|                                  
|                                   | Cost of sales, excluding items listed below                       |                                         |    | 5,540             |       |      |     | 5,773 |       |   |      | 17,465 |        |   |       | 18,825 |       
|                                  
|                                  
|                                  
|                                  
|                                   | Selling, general and administrative                               |                                         |    | 348               |       |      |     | 420   |       |   |      | 1,089  |        |   |       | 1,289  |       
|                                  
|                                  
|                                  
|                                  
|                                   | Depreciation and amortization                                     |                                         |    | 260               |       |      |     | 225   |       |   |      | 831    |        |   |       | 686    |       
|                                  
|                                  
|                                  
|                                  
|                                   | Restructuring (Note 2)                                            |                                         |    |                  |       |      |     |      |       |   |      | 536    |        |   |       |       |       
|                                  
|                                  
|                                  
|                                  
|                                   | Acquisition-related in-process research and
	development (Note 3) |                                         |    |                  |       |      |     |      |       |   |      |       |        |   |       | 51     |       
|                                   |                                                                   |                                         |    |                   |       |      |     |       |       |   |      |        |        |   |       |       
|                                   |                                                                   | Total operating expenses                |    |                   | 6,148 |      |     |       | 6,418 |   |      |        | 19,921 |   |       |        | 20,851 | 
|                                   |                                                                   |                                         |    |                   |       |      |     |       |       |   |      |        |        |   |       |       
|Operating income (loss)            |                                                                   |                                         | 81 |                   |       |      | 230 |       |       |   | (213 | )      |        |   | 1,379 |       
|                                  
|                                  
|                                  
|                                  
|Less interest expense              |                                                                   |                                         | 57 |                   |       |      | 42  |       |       |   | 169  |        |        |   | 127   |       
|                                  
|                                  
|                                  
|                                  
|Other income, net                  |                                                                   |                                         | 17 |                   |       |      | 48  |       |       |   | 23   |        |        |   | 116   |       
|                                   |                                                                   |                                         |    |                   |       |      |     |       |       |   |      |        |        |   |       |       
|Income (loss) before income taxes  |                                                                   |                                         | 41 |                   |       |      | 236 |       |       |   | (359 | )      |        |   | 1,368 |       
|                                  
|                                  
|                                  
|                                  
|Income tax expense (benefit)       |                                                                   |                                         | 15 |                   |       |      | 88  |       |       |   | (120 | )      |        |   | 506   |       
|                                   |                                                                   |                                         |    |                   |       |      |     |       |       |   |      |        |        |   |       |       
|Net income (loss)                  |                                                                   | $                                       | 26 |                   |       | $    | 148 |       |       | $ | (239 | )      |        | $ | 862   |       
|                                   |                                                                   |                                         |    |                   |       |      |     |       |       |   |      |        |        |   |       |       
|Earnings (loss) per share (Note 1) |                                                                   |                                         |    |                   |       |      |     |       |       |   |      |        |        |   |       |       
|                                  
|                                  
|                                  
|                                  
|                                   | Basic                                                             |                                         | $  | 0.05              |       |      | $   | 0.26  |       |   | $    | (0.43  | )      |   | $     | 1.54   |       
|                                   |                                                                   |                                         |    |                   |       |      |     |       |       |   |      |        |        |   |       |       
|                                   | Diluted                                                           |                                         | $  | 0.05              |       |      | $   | 0.26  |       |   | $    | (0.43  | )      |   | $     | 1.53   |       
|                                   |                                                                   |                                         |    |                   |       |      |     |       |       |   |      |        |        |   |       |       

See notes to consolidated financial statements.

3



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##### Table of Contents



DELPHI AUTOMOTIVE SYSTEMS CORPORATION






CONSOLIDATED BALANCE SHEETS


|                                           |                                                                                                              |                               |                            |              |       |        |        |       |       |        | 
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------ | ----------------------------- | -------------------------- | ------------ | ----- | ------ | ------ | ----- | ----- | ------ | 
|                                           |                                                                                                              | September 30,                 |                            |             
|                                           |                                                                                                              | 2001                          |                            | December 31,
|                                           |                                                                                                              | (Unaudited)                   |                            | 2000        
|                                           |                                                                                                              |                               |                            |             
|                                           |                                                                                                              |                              
|                                           |                                                                                                              | (in millions)                
|                                          
|                                          
|                                          
|                                          
|ASSETS                                     |                                                                                                              |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|Current assets:                            |                                                                                                              |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Cash and cash equivalents                                                                                    |                               | $                          | 758          |       |        | $      | 760   |      
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts receivable, net:                                                                                    |                               |                            |              |       |        |        |       |      
|                                          
|                                          
|                                          
|                                          
|                                           |                                                                                                              | General Motors and affiliates |                            |              | 3,525 |        |        |       | 3,308 |       
|                                          
|                                          
|                                          
|                                          
|                                           |                                                                                                              | Other customers               |                            |              | 1,851 |        |        |       | 2,050 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Inventories, net (Note 4)                                                                                    |                               |                            | 1,803        |       |        |        | 1,707 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Deferred income taxes                                                                                        |                               |                            | 635          |       |        |        | 569   |      
|                                          
|                                          
|                                          
|                                          
|                                           | Prepaid expenses and other                                                                                   |                               |                            | 166          |       |        |        | 209   |      
|                                           |                                                                                                              |                               |                            |              |       |        |        |      
|                                           |                                                                                                              |                               | Total current assets       |              |       | 8,738  |        |       |       | 8,603  | 
|                                          
|                                          
|                                          
|                                          
|Long-term assets:                          |                                                                                                              |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Property, net                                                                                                |                               |                            | 5,712        |       |        |        | 5,718 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Deferred income taxes                                                                                        |                               |                            | 2,212        |       |        |        | 2,043 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Other                                                                                                        |                               |                            | 2,271        |       |        |        | 2,157 |      
|                                           |                                                                                                              |                               |                            |              |       |        |        |      
|Total assets                               |                                                                                                              | $                             | 18,933                     |              |       | $      | 18,521 |      
|                                           |                                                                                                              |                               |                            |              |       |        |        |      
|LIABILITIES AND STOCKHOLDERS
	EQUITY      |                                                                                                              |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|Current liabilities:                       |                                                                                                              |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Notes payable and current portion of long-term
	debt                                                         |                               | $                          | 1,423        |       |        | $      | 1,559 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts payable                                                                                             |                               |                            | 3,122        |       |        |        | 2,871 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Restructuring obligations (Note 2)                                                                           |                               |                            | 217          |       |        |        |      |      
|                                          
|                                          
|                                          
|                                          
|                                           | Accrued liabilities                                                                                          |                               |                            | 1,702        |       |        |        | 1,813 |      
|                                           |                                                                                                              |                               |                            |              |       |        |        |      
|                                           |                                                                                                              |                               | Total current liabilities  |              |       | 6,464  |        |       |       | 6,243  | 
|                                          
|                                          
|                                          
|                                          
|Long-term liabilities:                     |                                                                                                              |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Long-term debt                                                                                               |                               |                            | 2,092        |       |        |        | 1,623 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Postretirement benefits other than pensions                                                                  |                               |                            | 4,864        |       |        |        | 4,573 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Other                                                                                                        |                               |                            | 2,226        |       |        |        | 2,316 |      
|                                           |                                                                                                              |                               |                            |              |       |        |        |      
|                                           |                                                                                                              |                               | Total liabilities          |              |       | 15,646 |        |       |       | 14,755 | 
|                                           |                                                                                                              |                               |                            |              |       |        |        |      
|Stockholders equity (Note 7):             |                                                                                                              |                               |                            |              |       |        |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Common stock, $0.01 par value, 1,350 million
	shares authorized, 565 million shares issued in 2001 and
	2000 |                               |                            | 6            |       |        |        | 6     |      
|                                          
|                                          
|                                          
|                                          
|                                           | Additional paid-in capital                                                                                   |                               |                            | 2,450        |       |        |        | 2,450 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Retained earnings                                                                                            |                               |                            | 1,513        |       |        |        | 1,869 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Other comprehensive income                                                                                   |                               |                            | (592         | )     |        |        | (463  | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Treasury stock, at cost (4.8 million and
	5.2 million shares in 2001 and 2000, respectively)                 |                               |                            | (90          | )     |        |        | (96   | )    
|                                           |                                                                                                              |                               |                            |              |       |        |        |      
|                                           |                                                                                                              |                               | Total stockholders equity |              |       | 3,287  |        |       |       | 3,766  | 
|                                           |                                                                                                              |                               |                            |              |       |        |        |      
|Total liabilities and stockholders equity |                                                                                                              | $                             | 18,933                     |              |       | $      | 18,521 |      
|                                           |                                                                                                              |                               |                            |              |       |        |        |      

See notes to consolidated financial statements.

4



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##### Table of Contents



DELPHI AUTOMOTIVE SYSTEMS CORPORATION






CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


|                                      |                                                                                                      |                                                          |                                           |      |      |        |   |       |        |        |  
|------------------------------------- | ---------------------------------------------------------------------------------------------------- | -------------------------------------------------------- | ----------------------------------------- | ---- | ---- | ------ | - | ----- | ------ | ------ | -
|                                      |                                                                                                      |                                                         
|                                      |                                                                                                      | Nine Months Ended                                       
|                                      |                                                                                                      | September 30,                                           
|                                      |                                                                                                      |                                                         
|                                      |                                                                                                      | 2001                                                     |                                           | 2000
|                                      |                                                                                                      |                                                          |                                           |     
|                                      |                                                                                                      |                                                         
|                                      |                                                                                                      | (in millions)                                           
|                                     
|                                     
|                                     
|                                     
|Cash flows from operating activities: |                                                                                                      |                                                          |                                           |      |      |        |   |      
|                                     
|                                     
|                                     
|                                     
|                                      | Net income (loss)                                                                                    |                                                          | $                                         | (239 | )    |        | $ | 862   |       
|                                     
|                                     
|                                     
|                                     
|                                      | Adjustments to reconcile net income
	(loss) to net cash provided by (used in) operating
	activities: |                                                          |                                           |      |      |        |   |       |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                      | Depreciation and amortization                            |                                           |      | 831  |        |   |       | 686    |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                      | Restructuring                                            |                                           |      | 536  |        |   |       |       |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                      | Acquisition-related in-process research and
	development |                                           |      |     |        |   |       | 51     |       
|                                     
|                                     
|                                     
|                                     
|                                      | Changes in operating assets and liabilities:                                                         |                                                          |                                           |      |      |        |   |       |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                      | Accounts receivable, net                                 |                                           |      | 38   |        |   |       | (140   | )     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                      | Inventories, net                                         |                                           |      | (66  | )      |   |       | (130   | )     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                      | Prepaid expenses and other                               |                                           |      | 67   |        |   |       | 144    |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                      | Deferred income taxes                                    |                                           |      | (244 | )      |   |       | 259    |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                      | Accounts payable                                         |                                           |      | 231  |        |   |       | (12    | )     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                      | Restructuring obligations                                |                                           |      | (250 | )      |   |       |       |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                      | Accrued liabilities                                      |                                           |      | (142 | )      |   |       | (1,293 | )     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                      | Other long-term liabilities                              |                                           |      | 202  |        |   |       | (139   | )     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                      | Other                                                    |                                           |      | (80  | )      |   |       | (62    | )     
|                                      |                                                                                                      |                                                          |                                           |      |      |        |   |      
|                                      |                                                                                                      |                                                          | Net cash provided by operating activities |      |      | 884    |   |       |        | 226    |  
|                                      |                                                                                                      |                                                          |                                           |      |      |        |   |      
|Cash flows from investing activities: |                                                                                                      |                                                          |                                           |      |      |        |   |      
|                                     
|                                     
|                                     
|                                     
|                                      | Capital expenditures                                                                                 |                                                          |                                           | (734 | )    |        |   | (927  | )     
|                                     
|                                     
|                                     
|                                     
|                                      | Cost of acquisitions, net of cash acquired                                                           |                                                          |                                           | (313 | )    |        |   | (897  | )     
|                                     
|                                     
|                                     
|                                     
|                                      | Other                                                                                                |                                                          |                                           | (5   | )    |        |   | 105   |       
|                                      |                                                                                                      |                                                          |                                           |      |      |        |   |      
|                                      |                                                                                                      |                                                          | Net cash used in investing activities     |      |      | (1,052 | ) |       |        | (1,719 | )
|                                      |                                                                                                      |                                                          |                                           |      |      |        |   |      
|Cash flows from financing activities: |                                                                                                      |                                                          |                                           |      |      |        |   |      
|                                     
|                                     
|                                     
|                                     
|                                      | Net proceeds from (repayments of) borrowings
	under credit facilities and other debt                 |                                                          |                                           | (174 | )    |        |   | 1,066 |       
|                                     
|                                     
|                                     
|                                     
|                                      | Net proceeds from issuance of debt securities                                                        |                                                          |                                           | 498  |      |        |   |      |       
|                                     
|                                     
|                                     
|                                     
|                                      | Dividend payments                                                                                    |                                                          |                                           | (117 | )    |        |   | (118  | )     
|                                     
|                                     
|                                     
|                                     
|                                      | Issuance (purchase) of treasury stock, net                                                           |                                                          |                                           | 6    |      |        |   | (64   | )     
|                                     
|                                     
|                                     
|                                     
|                                      | Other                                                                                                |                                                          |                                           |     |      |        |   | (95   | )     
|                                      |                                                                                                      |                                                          |                                           |      |      |        |   |      
|                                      |                                                                                                      |                                                          | Net cash provided by financing activities |      |      | 213    |   |       |        | 789    |  
|                                      |                                                                                                      |                                                          |                                           |      |      |        |   |      
|                                      | Effect of exchange rate fluctuations on cash and
	cash equivalents                                   |                                                          |                                           | (47  | )    |        |   | (115  | )     
|                                      |                                                                                                      |                                                          |                                           |      |      |        |   |      
|                                      | Decrease in cash and cash equivalents                                                                |                                                          |                                           | (2   | )    |        |   | (819  | )     
|                                     
|                                     
|                                     
|                                     
|                                      | Cash and cash equivalents at beginning of period                                                     |                                                          |                                           | 760  |      |        |   | 1,546 |       
|                                      |                                                                                                      |                                                          |                                           |      |      |        |   |      
|                                      | Cash and cash equivalents at end of period                                                           |                                                          | $                                         | 758  |      |        | $ | 727   |       
|                                      |                                                                                                      |                                                          |                                           |      |      |        |   |      

See notes to consolidated financial statements.

5



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##### Table of Contents



DELPHI AUTOMOTIVE SYSTEMS CORPORATION






NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.  BASIS OF PRESENTATION

General  Delphi Automotive Systems
Corporation (Delphi) is a world-leading supplier of
vehicle electronics, transportation components, integrated
systems and modules. The consolidated financial statements and
notes thereto included in this report should be read in
conjunction with our consolidated financial statements and notes
thereto included in our 2000 Annual Report on Form 10-K
filed with the Securities and Exchange Commission. The
consolidated financial statements include the accounts of Delphi
and its wholly-owned and majority-owned subsidiaries.

All significant intercompany transactions and balances between
consolidated Delphi businesses have been eliminated. In the
opinion of management, all adjustments, consisting of only
normal recurring items, which are necessary for a fair
presentation have been included. The results for interim periods
are not necessarily indicative of results which may be expected
from any other interim period or for the full year and may not
necessarily reflect the consolidated results of operations,
financial position and cash flows of Delphi in the future.

Certain prior period amounts have been reclassified to conform
with the current period presentation.

Earnings Per Share  Basic earnings per
share amounts were computed using weighted average shares
outstanding for each respective period. Diluted earnings per
share also reflect the weighted average impact from the date of
issuance of all potentially dilutive securities, unless
inclusion would have had an antidilutive effect. Actual weighted
average shares outstanding used in calculating basic and diluted
earnings per share were:

|                                    |  |                    |         |                   |  |      |         |      |  |  |         |  |  |  |         | 
|----------------------------------- |  | ------------------ | ------- | ----------------- |  | ---- | ------- | ---- |  |  | ------- |  |  |  | ------- | 
|                                    |  |                    |         |                  
|                                    |  | Three Months Ended |         | Nine Months Ended
|                                    |  | September 30,      |         | September 30,    
|                                    |  |                    |         |                  
|                                    |  | 2001               |         | 2000              |  | 2001 |         | 2000
|                                    |  |                    |         |                   |  |      |         |     
|                                    |  |                   
|                                    |  | (in thousands)    
|                                   
|                                   
|                                   
|                                   
|Weighted average shares outstanding |  |                    | 560,180 |                   |  |      | 559,952 |      |  |  | 559,975 |  |  |  | 561,368 | 
|                                   
|                                   
|                                   
|                                   
|Effect of dilutive securities       |  |                    | 5,581   |                   |  |      | 2,483   |      |  |  |        |  |  |  | 2,976   | 
|                                    |  |                    |         |                   |  |      |         |      |  |  |         |  |  |  |         | 
|Diluted shares outstanding          |  |                    | 565,761 |                   |  |      | 562,435 |      |  |  | 559,975 |  |  |  | 564,344 | 
|                                    |  |                    |         |                   |  |      |         |      |  |  |         |  |  |  |         | 

The Board of Directors declared a dividend on Delphi common
stock of $0.07 per share on September 5, 2001, which
was paid on October 16, 2001, to holders of record on
September 17, 2001. The dividend declared on June 27,
2001 was paid on August 6, 2001.

Recently Issued Accounting
Pronouncements  On July 20, 2001, the
Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS)
No. 141, Business Combinations. The statement
requires that all future business combinations be accounted for
using the purchase method of accounting and that certain
acquired intangible assets in a business combination are
recognized as assets apart from goodwill. Effective July 1,
2001, we adopted SFAS No. 141, which did not impact our
financial position or results of operations.

Also on July 20, 2001, the FASB issued SFAS No. 142,
Goodwill and Other Intangible Assets. Among other
provisions, goodwill will no longer be amortized but will be
subject to impairment tests at least annually. We will adopt
SFAS No. 142 effective January 1, 2002. As required by
SFAS No. 142, we will cease amortization of purchased
goodwill effective January 1, 2002. At September 30,
2001, our unamortized purchased goodwill was approximately
$630 million. Application of the non-amortization
provisions of SFAS No. 142 would have increased our diluted
earnings per share by $0.01 and decreased our loss per share by
$0.04, respectively, for the three months and nine months ended
September 30, 2001 if such provisions had been adopted at
the beginning of the period. As required by SFAS No. 142,
during 2002 we will perform the required impairment tests of
goodwill and indefinite-lived intangible assets. Until those
tests are performed and other transitional issues are finalized,
we are unable to estimate the effect that the initial adoption
of this statement will have on our financial position or results
of operations.

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2.  RESTRUCTURING AND IMPAIRMENT CHARGES

In the first quarter of 2001, Delphi approved plans to sell,
close or consolidate nine plants, downsize the workforce at more
than 40 other facilities and exit selected products by the first
quarter of 2002. We also recorded an impairment loss related to
certain long-lived assets at impacted sites and certain
investments in joint ventures. As a result of these actions, we
recorded a total charge of $617 million ($404 million
after-tax) in the first quarter of 2001.

The restructuring charge of $536 million included
$492 million of employee costs (including postemployment
benefits and special termination pension and postretirement
benefits) and $44 million in other exit costs (principally
lease termination and contract cancellation payments). The plans
entail the elimination of approximately 11,500 positions
worldwide, comprised of 5,600 U.S. hourly employees, 2,000 U.S.
salaried employees, and 3,900 employees in non-U.S. locations.
During the first quarter, employees at impacted locations were
informed of the restructuring initiatives. We have communicated
benefits available to them under applicable benefit plans or
related contractual provisions. Affected employees have left or
will leave Delphi using a mixture of voluntary and involuntary
separation programs, early retirements, social plan programs and
layoffs. As of September 30, 2001, approximately 8,500
employees had been separated under the plans including 3,300 U.S
hourly employees, 1,900 U.S. salaried employees and 3,300
non-U.S. employees. We expect an additional 1,000 to 1,500
employees to separate during the fourth quarter of 2001, with
the remainder during the first quarter of 2002. The employee
cost component for the U.S. hourly plans recorded in the first
quarter of 2001 included accruals required by SFAS No. 112,
Employers Accounting for Postemployment
Benefits. These accruals were based upon certain
assumptions regarding the status and seniority of affected
individuals, as well as the time frame and the duration of the
layoffs prior to final separation. Although our actual
experience on a plant-by-plant basis has varied from our
original assumptions, our overall estimates regarding the total
number of employees impacted and related costs remain
appropriate. We continue to work with our unions on specifics
regarding our assumptions for the remaining impacted employees.
In the event our plant-by-plant results vary in a manner that
changes the overall totals or our negotiations with our unions
change our assumptions, we will, as required by SFAS
No. 112, revise our estimates of impacted employees and
related postemployment benefit costs.

Of the $536 million restructuring charge, we expect to pay
approximately $450 million in cash; the balance consists
primarily of special termination pension and postretirement
benefits. During the third quarter of 2001, our restructuring
obligations decreased by $109 million. Third quarter
payments were $98 million related to employee costs and
$10 million related to other exit costs. In the third
quarter, non-cash charges were $1 million for special
termination pension and postretirement benefits. For the first
nine months of 2001, we paid $234 million related to
employee costs and $16 million in other exit costs.
Non-cash charges were $69 million, with $62 million
for special termination pension and postretirement benefits, and
the balance for currency translation for the first nine months
of 2001.

The carrying value of a long-lived asset is considered impaired
when the anticipated separately identifiable undiscounted cash
flows from that asset are less than the carrying value of the
asset. In the first quarter of 2001, we evaluated the carrying
value of the long-lived assets at each site impacted by the
restructuring plans for impairment, and recorded impairment
losses of $63 million. The impairment losses, primarily
related to machinery and equipment held for use in the Safety,
Thermal and Electrical Architecture sector, were recorded in
depreciation and amortization. The impairment losses were
determined based on the amount by which the carrying value
exceeded the fair market value of the asset. Fair market value
was determined primarily using the anticipated discounted cash
flows.

In addition, in the first quarter of 2001, we recorded
impairment charges of $18 million related to permanent
declines in the value of our investments in certain joint
ventures. These charges, included in other income, net,
primarily related to certain Korean joint ventures as more fully
explained in Note 9.

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3.  ACQUISITIONS

Delphi
 Connection Systems-Specialty Electronics

On June 4, 2001, we purchased Specialty Electronics, Inc.,
now Delphi Connection Systems-Specialty Electronics, for
approximately $22 million. The acquisition was accounted
for under the purchase method of accounting. Delphi Connection
Systems-Specialty Electronics is a provider of electronic
connector products and customized interconnect solutions to the
telecommunications, computer, industrial electronics, medical
and automotive markets, which complements Delphis
strategic expansion into new markets.

Delphi
 Mechatronic Systems

On March 30, 2001, Delphi acquired substantially all of the
assets and assumed certain liabilities of Eaton
Corporations Vehicle Switch/ Electronics Division, now
Delphi Mechatronic Systems, for approximately $0.3 billion.
The purchase price is subject to adjustment for certain
post-closing events. Delphi Mechatronic Systems is a global
producer of electromechanical switches, mechatronic modules and
body electronics for the light vehicle industry with 2000 sales
of $320 million, primarily in North America. Delphi
Mechatronic Systems technology, complemented by our
extensive electrical and electronic integration capabilities,
will enable us to offer customers new solutions in modular
cockpits, doors and overhead systems. The Delphi Mechatronic
Systems acquisition supports our goals of enhancing our
technology, diversifying our customer base and geographic
footprint, and leveraging our system integration capabilities.
The acquisition has been accounted for using the purchase method
of accounting and therefore the purchase price has been
allocated preliminarily to assets acquired and liabilities
assumed based on estimated fair values. The results of
operations of Delphi Mechatronic Systems are included in our
consolidated financial statements from the acquisition date. The
$131 million of excess consideration given over the
estimated fair value of net assets acquired has been recorded as
goodwill and is being amortized over 20 years. We will
discontinue the amortization of goodwill on January 1, 2002
when we adopt the provisions of SFAS No. 142, as discussed
in Note 1.

The purchase price and related allocations are preliminary and
may be revised up to one year from the date of acquisition.
Delphi can provide no assurances as to whether any revisions to
the preliminary purchase price and related allocations will be
material. Adjustments to the purchase price and related
preliminary allocations may occur as a result of obtaining more
information regarding asset valuations, liabilities assumed,
purchase price adjustments pursuant to the purchase agreement,
and revisions of preliminary estimates of fair values made at
the date of purchase. We are evaluating how the acquired
operations will be integrated into our overall business strategy
and are in the process of developing a plan for restructuring
those operations. It is possible that our integration plan, when
finalized, will impact the preliminary purchase price
allocations.

Delphi
 Lockheed Automotive

In February 2000, Delphi purchased Automotive Products
Distribution Services, now Delphi Lockheed Automotive, for
$63 million. Delphi Lockheed Automotive is a leading
European distributor of automotive aftermarket products for
passenger cars and commercial vehicles.

Delphi
 Diesel Systems

In January 2000, Delphi purchased Lucas Diesel Systems, now
Delphi Diesel Systems, for $0.8 billion, net of cash
acquired. Delphi Diesel Systems is one of the worlds
largest producers of diesel fuel-injection systems for light,
medium and heavy-duty vehicles. In conjunction with the
acquisition of Delphi Diesel Systems during the first quarter of
2000, we recognized a one-time, non-cash charge to earnings of
$51 million ($32 million after-tax) resulting from
acquisition-related in-process research and development that had
not reached technological feasibility and had no alternative use.

The pro forma effects of these acquisitions would not be
significantly different from reported results.

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4.  INVENTORIES, NET

Inventories, net consisted of:

|                                                                            |                           |               |       |              |  |   |       |       | 
|--------------------------------------------------------------------------- | ------------------------- | ------------- | ----- | ------------ |  | - | ----- | ----- | 
|                                                                            |                           | September 30, |       | December 31,
|                                                                            |                           | 2001          |       | 2000        
|                                                                            |                           |               |       |             
|                                                                            |                           |              
|                                                                            |                           | (in millions)
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Productive material, work-in-process and supplies                           |                           | $             | 1,786 |              |  | $ | 1,689 |      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Finished goods                                                              |                           |               | 313   |              |  |   | 314   |      
|                                                                            |                           |               |       |              |  |   |       |      
|                                                                            | Total inventories at FIFO |               |       | 2,099        |  |   |       | 2,003 | 
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Less allowance to adjust the carrying value of
	certain inventories to LIFO |                           |               | (296  | )            |  |   | (296  | )    
|                                                                            |                           |               |       |              |  |   |       |      
|                                                                            | Total inventories, net    |               | $     | 1,803        |  |   | $     | 1,707 | 
|                                                                            |                           |               |       |              |  |   |       |      

At September 30, 2001, inventories, net include inventories
related to Delphi Mechatronic Systems and Delphi Connection
Systems-Specialty Electronics of $34 million.

5.  DERIVATIVES AND HEDGING ACTIVITIES

Effective January 1, 2001, Delphi adopted SFAS
No. 133, Accounting for Derivative Instruments and
Hedging Activities, as amended, which requires that all
derivative instruments be reported on the balance sheet at fair
value and establishes criteria for designation and effectiveness
of transactions entered into for hedging purposes. The
cumulative effect of adopting SFAS No. 133 was to increase
other comprehensive income (OCI) by
$14 million, after-tax. The effect on net income was not
significant, primarily because the hedges in place as of
January 1, 2001 qualified for hedge accounting treatment
and were highly effective.

Delphi is exposed to market risk, such as fluctuations in
currency exchange rates, commodity prices and changes in
interest rates. To manage the volatility relating to these
exposures, we aggregate the exposures on a consolidated basis to
take advantage of natural offsets. For exposures that are not
offset within our operations, we enter into various derivative
transactions pursuant to our risk management policies.
Designation is performed on a transaction basis to support hedge
accounting. The changes in fair value of these hedging
instruments are offset in part or in whole by corresponding
changes in the fair value or cash flows of the underlying
exposures being hedged. We assess the initial and ongoing
effectiveness of our hedging relationships in accordance with
our documented policy. We do not hold or issue derivative
financial instruments for trading purposes.

Delphi has currency exchange exposure from buying and selling in
currencies other than the local currencies of our operating
units. The primary purpose of our currency hedging activities is
to manage the volatility associated with forecasted currency
purchases and sales. Principal currencies hedged include the
Mexican peso, Canadian dollar, euro, Japanese yen, Singapore
dollar, and Brazilian real. We primarily utilize forward
exchange contracts with maturities of less than 18 months,
which qualify as cash flow hedges.

Delphi has exposure to the prices of commodities in the
procurement of certain raw materials. The primary purpose of our
commodity price hedging activities is to manage the volatility
associated with these forecasted inventory purchases. We
primarily utilize swaps and options with maturities of less than
24 months, which qualify as cash flow hedges. These
instruments are intended to offset the effect of changes in
commodity prices on forecasted inventory purchases.

In order to manage the interest rate risk associated with our
debt portfolio, we periodically enter into derivative
transactions to manage our exposure to changes in interest rates.

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Gains and losses on derivatives qualifying as cash flow hedges
are recorded in OCI to the extent that hedges are effective
until the underlying transactions are recognized in earnings.
Net losses included in OCI as of September 30, 2001,
including the transition adjustment, were $23 million
after-tax ($36 million pre-tax). Of this pre-tax total, a
gain of approximately $7 million is expected to be included
in cost of sales within the next 12 months and a loss of
approximately $37 million is expected to be included in
subsequent periods. A loss of approximately $6 million is
expected to be included in depreciation and amortization expense
over the lives of the related fixed assets. The unrealized
amounts in OCI will fluctuate based on changes in the fair value
of open contracts at each reporting period. Cash flow hedges are
discontinued when it is probable that the original forecasted
transactions will not occur. Due to unusually pronounced
production volume reductions, we discontinued several cash flow
hedges during the first quarter of 2001, which resulted in the
immediate recognition of $6 million of income included in
cost of sales. The amount included in cost of sales related to
hedge ineffectiveness and the time value of options was not
material.

In 2000, we entered into certain commodity derivative
instruments to protect against commodity price changes related
to forecasted inventory purchases. Although these derivatives
are effective as economic hedges of our commodity price
exposures, due to differences in pricing terms between the
derivative instruments and the forecasted purchases, the SFAS
No. 133 effectiveness threshold was not met. The change in
fair value of these instruments was included in cost of sales as
of September 30, 2001, but was not significant. These
contracts settle during 2001. We have changed the pricing terms
of the related commodity purchases such that future hedges are
expected to qualify for hedge accounting.

6.  LONG-TERM DEBT

In June 2001, we issued 6.55% unsecured notes (the
Notes) with an aggregate principal amount of
$500 million, which mature on June 15, 2006. We will
pay interest on the Notes on June 15 and December 15
of each year beginning December 15, 2001. The Notes have no
sinking fund requirement and are redeemable, in whole or in
part, at the option of Delphi.

7.  STOCKHOLDERS EQUITY

Changes in stockholders equity for the nine months ended
September 30, 2001 were:

|                              |                                                                        |                          |     |            |  |          |   |               |  |          |       |               |  |        |       |      |   |   |      |      |   |   |     |   |  |   |       |      |      |  
|----------------------------- | ---------------------------------------------------------------------- | ------------------------ | --- | ---------- |  | -------- | - | ------------- |  | -------- | ----- | ------------- |  | ------ | ----- | ---- | - | - | ---- | ---- | - | - | --- | - |  | - | ----- | ---- | ---- | -
|                              |                                                                        |                          |     |            |  |          |   |               |  |          |       |              
|                              |                                                                        | Common Stock             |     | Additional |  |          |   | Other         |  |          |       | Total        
|                              |                                                                        |                          |     | Paid-in    |  | Retained |   | Comprehensive |  | Treasury |       | Stockholders
|                              |                                                                        | Shares                   |     | Amount     |  | Capital  |   | Earnings      |  | Income   |       | Stock         |  | Equity
|                              |                                                                        |                          |     |            |  |          |   |               |  |          |       |               |  |       
|                              |                                                                        |                         
|                              |                                                                        | (in millions)           
|                             
|                             
|                             
|                             
|Balance at January 1, 2001    |                                                                        |                          | 565 |            |  | $        | 6 |               |  | $        | 2,450 |               |  | $      | 1,869 |      |   | $ | (463 | )    |   | $ | (96 | ) |  | $ | 3,766 |     
|                             
|                             
|                             
|                             
|                              | Net loss for the first quarter                                         |                          |     |           |  |          |   |              |  |          |       |              |  |        |       | (429 | ) |   |      |     |   |   |     |  |  |   |       | (429 | )   
|                             
|                             
|                             
|                             
|                              | Net income for the second quarter                                      |                          |     |           |  |          |   |              |  |          |       |              |  |        |       | 164  |   |   |      |     |   |   |     |  |  |   |       | 164  |     
|                             
|                             
|                             
|                             
|                              | Net income for the third quarter                                       |                          |     |           |  |          |   |              |  |          |       |              |  |        |       | 26   |   |   |      |     |   |   |     |  |  |   |       | 26   |     
|                             
|                             
|                             
|                             
|                              | Currency translation adjustments, net of tax                           |                          |     |           |  |          |   |              |  |          |       |              |  |        |       |     |   |   |      | (106 | ) |   |     |  |  |   |       | (106 | )   
|                             
|                             
|                             
|                             
|                              | Cumulative effect of accounting change, net of
	tax (Note 5)           |                          |     |           |  |          |   |              |  |          |       |              |  |        |       |     |   |   |      | 14   |   |   |     |  |  |   |       | 14   |     
|                             
|                             
|                             
|                             
|                              | Net change in unrecognized gain on derivative
	instruments, net of tax |                          |     |           |  |          |   |              |  |          |       |              |  |        |       |     |   |   |      | (37  | ) |   |     |  |  |   |       | (37  | )   
|                              |                                                                        |                          |     |            |  |          |   |               |  |          |       |               |  |        |       |      |   |   |      |      |   |   |     |   |  |   |       |     
|                              |                                                                        | Total comprehensive loss |     |            |  |          |   |               |  |          |       |               |  |        |       |      |   |   |      |      |   |   |     |   |  |   |       |      | (368 | )
|                             
|                             
|                             
|                             
|                              | Net shares issued for employee benefit plans                           |                          |     |           |  |          |   |              |  |          |       |              |  |        |       |     |   |   |      |     |   |   |     | 6 |  |   |       | 6    |     
|                             
|                             
|                             
|                             
|                              | Dividends                                                              |                          |     |           |  |          |   |              |  |          |       |              |  |        |       | (117 | ) |   |      |     |   |   |     |  |  |   |       | (117 | )   
|                              |                                                                        |                          |     |            |  |          |   |               |  |          |       |               |  |        |       |      |   |   |      |      |   |   |     |   |  |   |       |     
|Balance at September 30, 2001 |                                                                        |                          | 565 |            |  | $        | 6 |               |  | $        | 2,450 |               |  | $      | 1,513 |      |   | $ | (592 | )    |   | $ | (90 | ) |  | $ | 3,287 |     
|                              |                                                                        |                          |     |            |  |          |   |               |  |          |       |               |  |        |       |      |   |   |      |      |   |   |     |   |  |   |       |     

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8.  SEGMENT REPORTING

Selected information regarding Delphis product sectors
follows:

|                            |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |        |        | 
|--------------------------- | ------------------------------ | -------------------- | - | ------------- | --- | ----- | - | ------------ | ----- | ---------- | - | -------- | ----- | ----- | - | ----- | ----- |  | - | ----- | ------ |  | - | ---- | ---- | - | - | ------ | ------ | 
|                            |                                |                      |   |               |     |       |   |              |       |           
|                            |                                | Electronics & Mobile |   |               |     |       |   |              |       |           
|                            |                                | Communications       |   |               |     |       |   |              |       |           
|                            |                                |                      |   |               |     |       |   |              |       |           
|                            |                                |                      |   | Other         |     |       |   | Safety,      |       |            |   |          |       |      
|                            |                                |                      |   | Electronics & |     |       |   | Thermal &    |       |            |   |          |       |      
|                            |                                | Mobile               |   | Mobile        |     |       |   | Electrical   |       | Dynamics & |   |          |       |      
|                            |                                | MultiMedia(a)        |   | Communication |     | Total |   | Architecture |       | Propulsion |   | Other(b) |       | Total
|                            |                                |                      |   |               |     |       |   |              |       |            |   |          |       |      
|                            |                                |                     
|                            |                                | (in millions)       
|                           
|                           
|                           
|                           
|For the Three Months Ended: |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |     
|September 30, 2001          |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                           
|                           
|                           
|                           
|                            | Net sales to GM and affiliates |                      | $ | 63            |     |       | $ | 721          |       |            | $ | 784      |       |       | $ | 1,345 |       |  | $ | 2,109 |        |  | $ |     |      |   | $ | 4,238  |       
|                           
|                           
|                           
|                           
|                            | Net sales to other
	customers  |                      |   | 12            |     |       |   | 255          |       |            |   | 267      |       |       |   | 785   |       |  |   | 834   |        |  |   | 105  |      |   |   | 1,991  |       
|                           
|                           
|                           
|                           
|                            | Inter-sector net sales         |                      |   |              |     |       |   | 118          |       |            |   | 118      |       |       |   | 28    |       |  |   | 51    |        |  |   | (197 | )    |   |   |       |       
|                            |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            |                                | Total net sales      |   | $             | 75  |       |   | $            | 1,094 |            |   | $        | 1,169 |       |   | $     | 2,158 |  |   | $     | 2,994  |  |   | $    | (92  | ) |   | $      | 6,229  | 
|                            |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            | Operating income (loss)        |                      | $ | (10           | )   |       | $ | 73           |       |            | $ | 63       |       |       | $ | 60    |       |  | $ | (27   | )      |  | $ | (15  | )    |   | $ | 81     |       
|                            |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|September 30, 2000          |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                           
|                           
|                           
|                           
|                            | Net sales to GM and affiliates |                      | $ | 109           |     |       | $ | 768          |       |            | $ | 877      |       |       | $ | 1,467 |       |  | $ | 2,338 |        |  | $ |     |      |   | $ | 4,682  |       
|                           
|                           
|                           
|                           
|                            | Net sales to other
	customers  |                      |   | 5             |     |       |   | 255          |       |            |   | 260      |       |       |   | 730   |       |  |   | 862   |        |  |   | 114  |      |   |   | 1,966  |       
|                           
|                           
|                           
|                           
|                            | Inter-sector net sales         |                      |   |              |     |       |   | 134          |       |            |   | 134      |       |       |   | 31    |       |  |   | 51    |        |  |   | (216 | )    |   |   |       |       
|                            |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            |                                | Total net sales      |   | $             | 114 |       |   | $            | 1,157 |            |   | $        | 1,271 |       |   | $     | 2,228 |  |   | $     | 3,251  |  |   | $    | (102 | ) |   | $      | 6,648  | 
|                            |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            | Operating income (loss)        |                      | $ | (2            | )   |       | $ | 103          |       |            | $ | 101      |       |       | $ | 77    |       |  | $ | 57    |        |  | $ | (5   | )    |   | $ | 230    |       
|                            |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                           
|                           
|                           
|                           
|For the Nine Months Ended:  |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |     
|September 30, 2001          |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                           
|                           
|                           
|                           
|                            | Net sales to GM and affiliates |                      | $ | 254           |     |       | $ | 2,208        |       |            | $ | 2,462    |       |       | $ | 4,238 |       |  | $ | 6,628 |        |  | $ |     |      |   | $ | 13,328 |       
|                           
|                           
|                           
|                           
|                            | Net sales to other
	customers  |                      |   | 34            |     |       |   | 775          |       |            |   | 809      |       |       |   | 2,478 |       |  |   | 2,770 |        |  |   | 323  |      |   |   | 6,380  |       
|                           
|                           
|                           
|                           
|                            | Inter-sector net sales         |                      |   |              |     |       |   | 376          |       |            |   | 376      |       |       |   | 94    |       |  |   | 153   |        |  |   | (623 | )    |   |   |       |       
|                            |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            |                                | Total net sales      |   | $             | 288 |       |   | $            | 3,359 |            |   | $        | 3,647 |       |   | $     | 6,810 |  |   | $     | 9,551  |  |   | $    | (300 | ) |   | $      | 19,708 | 
|                            |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            | Operating income (loss)        |                      | $ | (20           | )   |       | $ | 247          | (c)   |            | $ | 227      |       |       | $ | 236   | (c)   |  | $ | (9    | )(c)   |  | $ | (68  | )(c) |   | $ | 386    | (c)   
|                            |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|September 30, 2000          |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                           
|                           
|                           
|                           
|                            | Net sales to GM and affiliates |                      | $ | 194           |     |       | $ | 2,727        |       |            | $ | 2,921    |       |       | $ | 5,082 |       |  | $ | 7,839 |        |  | $ | 2    |      |   | $ | 15,844 |       
|                           
|                           
|                           
|                           
|                            | Net sales to other
	customers  |                      |   | 10            |     |       |   | 772          |       |            |   | 782      |       |       |   | 2,380 |       |  |   | 2,893 |        |  |   | 331  |      |   |   | 6,386  |       
|                           
|                           
|                           
|                           
|                            | Inter-sector net sales         |                      |   |              |     |       |   | 351          |       |            |   | 351      |       |       |   | 105   |       |  |   | 146   |        |  |   | (602 | )    |   |   |       |       
|                            |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            |                                | Total net sales      |   | $             | 204 |       |   | $            | 3,850 |            |   | $        | 4,054 |       |   | $     | 7,567 |  |   | $     | 10,878 |  |   | $    | (269 | ) |   | $      | 22,230 | 
|                            |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       
|                            | Operating income (loss)        |                      | $ | (18           | )   |       | $ | 409          |       |            | $ | 391      |       |       | $ | 539   |       |  | $ | 532   | (d)    |  | $ | (32  | )    |   | $ | 1,430  | (d)   
|                            |                                |                      |   |               |     |       |   |              |       |            |   |          |       |       |   |       |       |  |   |       |        |  |   |      |      |   |   |       



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Information for the Mobile MultiMedia business line within the
	Electronics & Mobile Communication sector is separately
	disclosed due to the strategic importance of this high-tech
	business line and its usefulness in understanding sector net
	sales and operating results. Mobile MultiMedia develops products
	designed to bring the Internet, telematics, entertainment and
	mobile communication technologies into vehicles.
|   
|(b) | Other includes activity not allocated to the product sectors and
	elimination of inter-sector transactions.                                                                                                                                                                                                                                                                                                                          
|   
|(c) | Excludes the first quarter 2001 restructuring and asset
	impairment charges of $78 million for Electronics &
	Mobile Communication, $214 million for Safety,
	Thermal  & Electrical Architecture, $280 million
	for Dynamics & Propulsion and $27 million for Other.                                                                                                                                                                 
|   
|(d) | Excludes the first quarter 2000 one-time, non-cash charge for
	Dynamics & Propulsion of $51 million resulting from
	acquisition-related in-process research and development.                                                                                                                                                                                                                                                         

11



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##### Table of Contents



9.  COMMITMENTS AND CONTINGENCIES

Delphi is from time to time subject to various legal actions and
claims incidental to its business, including those arising out
of alleged defects, breach of contracts, product warranties,
intellectual property matters, employment-related matters and
environmental matters. A few customers have advised Delphi that
they intend to pursue warranty claims to a greater extent than
previously. In particular, although we settled certain
pre-Separation warranty claims with General Motors
(GM) in September 2000, GM has asserted higher
levels of pre-Separation warranty claims. We are continuing to
challenge these claims and have met and discussed them with GM.
Although no resolution has yet been reached, future meetings are
planned. Accordingly, we cannot assure you that the future costs
of warranty claims by GM or other customers will not be
material. Although the outcome of these discussions is not
predictable with assurance, we believe our established reserves
are adequate to cover such warranty claims. However, the final
amounts determined to be due related to these matters could
differ materially from recorded estimates.

Litigation is subject to many uncertainties, and the outcome of
individual litigated matters is not predictable with assurance.
After discussions with counsel, it is the opinion of management
that the outcome of such matters will not have a material
adverse impact on our consolidated financial position, results
of operations or cash flows.

In November 2000, a federal district court jury awarded a
former supplier to Delphi approximately $32 million in
connection with a commercial dispute. Delphi and the supplier
filed post trial motions seeking a directed verdict, and Delphi
also sought a new trial. In February 2001, the district court
denied all parties motions. Both parties have filed
notices of appeal and briefs with the Ninth Circuit Court of
Appeals. We plan to vigorously appeal the district courts
judgment. While legal proceedings are subject to inherent
uncertainty, we believe we have valid grounds for appeal, and it
is possible that the existing judgment could be substantially
altered or eliminated by the appellate court. Consequently, in
the opinion of management and counsel, it is not possible to
estimate the outcome of such uncertainty at this time. Delphi
will record a provision for any legal judgment, if and at the
time that management and counsel conclude a loss is probable.

In the normal course of business, we extend credit on open
account to our customers. From time to time, we also invest in
joint ventures with a variety of business partners. Although
Delphi is affected by the financial well-being of the automotive
industry as a whole, we believe that the credit risk associated
with trade receivables and investments in our joint ventures is
mitigated by our customer base and ongoing control procedures to
monitor the credit-worthiness of customers and business partners.

In November 2000, one customer/business partner entered into
corporate reorganization proceedings in Korea. As a result of
the reorganization, this customer/ business partners
obligations to its suppliers prior to November 2000 were legally
frozen. The terms and conditions of repayment for these frozen
amounts will be determined by the reorganization plan. In
addition, in September 2001 this customer/business partner
entered into a non-binding memorandum of understanding with a
third party relating to forming a new company, which would
purchase selected assets and businesses of this
customer/business partner and would assume a portion of the
liabilities. Delphis balance sheet as of
September 30, 2001 includes approximately $15 million
of accounts receivable from this customer/ business partner,
primarily in the U.S. and Europe, related to shipments prior to
November 2000. We are actively seeking repayment of these
amounts, which we believe are collectible.

During the first quarter of 2001, we recognized a permanent
decline of approximately $12 million in the value of our
investments in Korean joint ventures that have significant sales
to this customer/business partner. At September 30, 2001,
we have investments of approximately $110 million in these
joint ventures. Based upon the recent events, we are continuing
to work with the joint ventures to facilitate their ongoing
operations and believe that our investments as of
September 30, 2001 are recoverable. However, due to the
significant uncertainty surrounding the outcome of the
reorganization and the memorandum of understanding discussed
above, the impact on our future results of operations and
financial condition could differ materially from recorded
estimates.

12



---



##### Table of Contents



ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL

CONDITION AND RESULTS OF OPERATIONS


Overview

Low vehicle production volumes in North America, our largest
market, continue to present a challenging operating environment
for Delphi. Throughout 2001, vehicle production has been at a
lower level than last year. In addition, as a result of very
uncertain market conditions and the aftershock of the September
terrorist attacks, management is making additional course
corrections to continue to achieve our objectives. We are
continuing to implement the global restructuring plans that were
approved in the first quarter of 2001, discussed in more detail
below. The effects of the restructuring activities as well as
other cost savings initiatives are resulting in reduced
structural costs. In a soft vehicle production environment, we
believe the keys to our success are reducing our costs,
addressing our under-performing businesses and continuing to
aggressively diversify and grow our customer base.

Global Restructuring Plans and Impairment Charges

As a result of weakening industry conditions and the decision to
more rapidly implement Delphis long-term portfolio plans,
on March 29, 2001, we announced global restructuring plans
designed to reduce structural costs, improve the earnings power
of Delphis portfolio of businesses and streamline
structure. The plans include intentions to sell, close or
consolidate nine plants, downsize the work force at more than 40
other facilities, and exit selected under-performing and
non-core products. The restructuring plans are expected to
reduce Delphi worldwide employment by approximately 11,500
positions. The plans include exiting businesses across all
sectors with sales totaling approximately $900 million,
representing approximately 20% of the $4 billion to
$5 billion of businesses that have been under
managements portfolio review. The actions comprising the
restructuring plans will take place by the end of the first
quarter of 2002. In connection with the restructuring plans, we
recognized restructuring charges of approximately
$536 million in the first quarter of 2001. We will realize
the benefits of our restructuring actions in late 2001 and in
2002 and beyond.

During the quarter, Delphi made additional progress on these
plans, consolidating the thermal operation in Piracicaba, Brazil
and selling the aerospace cable and wiring business in Fort
Defiance, Arizona. Restructuring plan related headcount
reductions totaled 3,700 during the quarter, bringing total
employee separations to 8,500 in 2001. Delphi expects an
additional 1,000 to 1,500 employees to separate this year, with
the balance of separations occurring in the first quarter of
2002. In addition to restructuring related actions, Delphi also
divested its presence in two joint ventures in China and will
exit a joint venture in Brazil. Delphi also closed a Kent,
Washington warehouse facility as part of ongoing structural cost
reduction initiatives. These actions bring Delphis total
restructuring and portfolio related actions in 2001 to
approximately $1.1 billion in sales.

We also recorded asset impairment charges of $63 million
related to long-lived assets at the sites impacted by the
restructuring plans. In addition, we recorded impairment charges
of $18 million related to permanent declines in the value
of certain joint ventures. These investment impairment charges,
included in other income, net, primarily related to certain
Korean joint ventures as more fully explained in
Outlook below.

As a result of these actions, we recorded total charges of
$617 million ($404 million after-tax) during the first
quarter of 2001.

13



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##### Table of Contents



Results of Operations

The following managements discussion and analysis of
financial condition and results of operations
(MD&A) should be read in conjunction with the
MD&A included in our Annual Report on Form 10-K for the
year ended December 31, 2000.

Three Months Ended
September 30, 2001 versus Three Months Ended
September 30, 2000

Net Sales.Consolidated net sales and changes in net
sales by product sector and in total for the three months ended
September 30, 2001 and 2000 were:

|                                          |                                          |                                          |       |       |       |        |       |       |       |  |      |      |      |  
|----------------------------------------- | ---------------------------------------- | ---------------------------------------- | ----- | ----- | ----- | ------ | ----- | ----- | ----- |  | ---- | ---- | ---- | -
|                                          |                                          |                                          |       |      
|                                          |                                          | Three Months Ended                       |       |      
|                                          |                                          | September 30,                            |       |      
|                                          |                                          |                                          |       |      
|Product Sector                            |                                          | 2001                                     |       | 2000  |       | Change
|                                          |                                          |                                          |       |       |       |       
|                                          |                                          |                                         
|                                          |                                          | (in millions)                           
|Electronics & Mobile Communication        |                                          |                                          |       |       |       |        |       |       |       |  |      |     
|                                         
|                                         
|                                         
|                                         
|                                          | Mobile MultiMedia                        |                                          | $     | 75    |       |        | $     | 114   |       |  | $    | (39  | )   
|                                         
|                                         
|                                         
|                                         
|                                          | Other Electronics & Mobile Communication |                                          |       | 1,094 |       |        |       | 1,157 |       |  |      | (63  | )   
|                                          |                                          |                                          |       |       |       |        |       |       |       |  |      |     
|                                          |                                          | Total Electronics & Mobile Communication |       |       | 1,169 |        |       |       | 1,271 |  |      |      | (102 | )
|                                         
|                                         
|                                         
|                                         
|Safety, Thermal & Electrical Architecture |                                          |                                          | 2,158 |       |       |        | 2,228 |       |       |  | (70  | )   
|                                         
|                                         
|                                         
|                                         
|Dynamics & Propulsion                     |                                          |                                          | 2,994 |       |       |        | 3,251 |       |       |  | (257 | )   
|                                         
|                                         
|                                         
|                                         
|Other                                     |                                          |                                          | (92   | )     |       |        | (102  | )     |       |  | 10   |     
|                                          |                                          |                                          |       |       |       |        |       |       |       |  |      |     
|                                          | Consolidated net sales                   |                                          | $     | 6,229 |       |        | $     | 6,648 |       |  | $    | (419 | )   
|                                          |                                          |                                          |       |       |       |        |       |       |       |  |      |     

Consolidated net sales for the third quarter of 2001 were
$6.2 billion compared to $6.6 billion for the same
period of 2000. Our reduced sales primarily reflect weak North
American vehicle production schedules. Consolidated net sales
were moderately impacted by the September terrorist attacks. In
addition, sales were affected by ongoing softening of U.S. and
European aftermarket demand and year over year weaknesses in the
euro. Net sales to GM declined by $0.4 billion, principally
due to reduced vehicle production volumes in North America and
our ongoing elimination of marginally profitable and
unprofitable product lines. Our non-GM sales increased by
$25 million or 1.3% despite weaker markets and currency
exchange factors. As a percent of our total revenue for the
third quarter of 2001, our non-GM sales were 32% compared to 30%
for the third quarter of 2000, which reflects our continued
focus on diversifying our customer base. Our net sales were also
impacted by continued price pressures that resulted in price
reductions of approximately $152 million, or 2.3% for the
third quarter of 2001 compared to approximately
$126 million or 1.9% for the third quarter of 2000. Net
sales for Mobile MultiMedia decreased by $39 million or 34%
compared to the third quarter of 2000 principally due to
customers decisions to delay product launches originally
scheduled for the third quarter and a decline in demand during
the quarter for certain telematics products.

Gross Margin. Our gross margin was 11.1% for the third
quarter of 2001 compared to gross margin of 13.2% for the
comparable period of 2000. The decline reflects the negative
impact of inefficiencies resulting from overall lower production
volumes, including late-quarter schedule reductions, and
customer-driven price reductions partially offset by increased
manufacturing productivity. Unusual logistics and manufacturing
costs incurred after the September terrorist attacks also
impacted our results.

Selling, General and Administrative.Selling, general and
administrative expenses of $348 million, 5.6% of third
quarter 2001 total net sales, decreased by $72 million or
17% from the third quarter of 2000. The decrease primarily
results from aggressive cost reduction efforts partially offset
by $3 million of incremental expenses related to Delphi
Mechatronic Systems and Delphi Connection Systems-Specialty
Electronics acquired in 2001.

Depreciation and Amortization.The increase in
depreciation and amortization, compared to 2000 amounts,
primarily represents the impact of ongoing capital expenditures.

14



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##### Table of Contents



Operating Income.Operating income was $81 million
for the third quarter of 2001 compared to $230 million for
the third quarter of 2000. Our operating income by product
sector was:

|                                          |                                          |                                          |     |      |    |  |    |     |     | 
|----------------------------------------- | ---------------------------------------- | ---------------------------------------- | --- | ---- | -- |  | -- | --- | --- | 
|                                          |                                          |                                         
|                                          |                                          | Three Months Ended                      
|                                          |                                          | September 30,                           
|                                          |                                          |                                         
|Product Sector                            |                                          | 2001                                     |     | 2000
|                                          |                                          |                                          |     |     
|                                          |                                          |                                         
|                                          |                                          | (in millions)                           
|Electronics & Mobile Communication        |                                          |                                          |     |      |    |  |    |    
|                                         
|                                         
|                                         
|                                         
|                                          | Mobile MultiMedia                        |                                          | $   | (10  | )  |  | $  | (2  | )  
|                                         
|                                         
|                                         
|                                         
|                                          | Other Electronics & Mobile Communication |                                          |     | 73   |    |  |    | 103 |    
|                                          |                                          |                                          |     |      |    |  |    |    
|                                          |                                          | Total Electronics & Mobile Communication |     |      | 63 |  |    |     | 101 | 
|                                         
|                                         
|                                         
|                                         
|Safety, Thermal & Electrical Architecture |                                          |                                          | 60  |      |    |  | 77 |    
|                                         
|                                         
|                                         
|                                         
|Dynamics & Propulsion                     |                                          |                                          | (27 | )    |    |  | 57 |    
|                                         
|                                         
|                                         
|                                         
|Other                                     |                                          |                                          | (15 | )    |    |  | (5 | )  
|                                          |                                          |                                          |     |      |    |  |    |    
|                                          |                                          | Total operating income                   |     | $    | 81 |  |    | $   | 230 | 
|                                          |                                          |                                          |     |      |    |  |    |    

The decrease in operating income by sector from 2000 primarily
reflects much lower production volumes and customer-driven price
reductions partially offset by reductions of selling, general
and administrative expenses and strong manufacturing
productivity. Mobile MultiMedia continues to report an operating
loss, reflective of the ongoing high level of investment in
engineering and research and development related to our book of
future business of this hightech business line.

Taxes.Our effective tax rate for the third quarter of
2001 was 37% consistent with the comparable period of 2000.

Net Income.Our net income was $26 million for the
third quarter of 2001 as compared to $148 million for the
third quarter of 2000.

Earnings Per Share.Basic and diluted earnings per share
were $0.05 for the third quarter of 2001 compared to basic and
diluted earnings per share of $0.26 for the third quarter of
2000.

Nine Months Ended
September 30, 2001 versus Nine Months Ended
September 30, 2000

Net Sales.Consolidated net sales and changes in net
sales by product sector and in total for the nine months ended
September 30, 2001 and 2000 were:

|                                          |                                          |                                          |       |        |       |        |        |        |       |  |        |        |      |  
|----------------------------------------- | ---------------------------------------- | ---------------------------------------- | ----- | ------ | ----- | ------ | ------ | ------ | ----- |  | ------ | ------ | ---- | -
|                                          |                                          |                                          |       |       
|                                          |                                          | Nine Months Ended                        |       |       
|                                          |                                          | September 30,                            |       |       
|                                          |                                          |                                          |       |       
|Product Sector                            |                                          | 2001                                     |       | 2000   |       | Change
|                                          |                                          |                                          |       |        |       |       
|                                          |                                          |                                         
|                                          |                                          | (in millions)                           
|Electronics & Mobile Communication        |                                          |                                          |       |        |       |        |        |        |       |  |        |       
|                                         
|                                         
|                                         
|                                         
|                                          | Mobile MultiMedia                        |                                          | $     | 288    |       |        | $      | 204    |       |  | $      | 84     |     
|                                         
|                                         
|                                         
|                                         
|                                          | Other Electronics & Mobile Communication |                                          |       | 3,359  |       |        |        | 3,850  |       |  |        | (491   | )   
|                                          |                                          |                                          |       |        |       |        |        |        |       |  |        |       
|                                          |                                          | Total Electronics & Mobile Communication |       |        | 3,647 |        |        |        | 4,054 |  |        |        | (407 | )
|                                         
|                                         
|                                         
|                                         
|Safety, Thermal & Electrical Architecture |                                          |                                          | 6,810 |        |       |        | 7,567  |        |       |  | (757   | )     
|                                         
|                                         
|                                         
|                                         
|Dynamics & Propulsion                     |                                          |                                          | 9,551 |        |       |        | 10,878 |        |       |  | (1,327 | )     
|                                         
|                                         
|                                         
|                                         
|Other                                     |                                          |                                          | (300  | )      |       |        | (269   | )      |       |  | (31    | )     
|                                          |                                          |                                          |       |        |       |        |        |        |       |  |        |       
|                                          | Consolidated net sales                   |                                          | $     | 19,708 |       |        | $      | 22,230 |       |  | $      | (2,522 | )   
|                                          |                                          |                                          |       |        |       |        |        |        |       |  |        |       

15



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##### Table of Contents



Consolidated net sales for the first nine months of 2001 were
$19.7 billion compared to $22.2 billion for the same period
of 2000. Our reduced sales primarily reflect weak North American
vehicle production schedules, softening of U.S. and European
aftermarket demand and year over year weaknesses in the euro.
Net sales to GM declined by $2.5 billion, principally due
to reduced vehicle production volumes in North America and our
ongoing elimination of marginally profitable and unprofitable
product lines. Our non-GM sales decreased by $6 million
principally due to currency exchange factors, particularly
weakness in the euro, and the soft North American vehicle
market. As a percent of our total revenue for the nine months
ended September 30, 2001, our non-GM sales were 32%
compared to 29% for the same period in 2000, which reflects our
continued focus on diversifying our customer base. Our net sales
were also impacted by continued price pressures that resulted in
price reductions of approximately $468 million, or 2.1% for
the first nine months of 2001 compared to approximately
$376 million or 1.7% for the first nine months of 2000.
Mobile MultiMedia continued to generate solid sales growth,
increasing net sales from $204 million for the first nine
months of 2000 to $288 million in 2001, a 41% increase.

Gross Margin. Our gross margin was 11.4% for the first
nine months of 2001 compared to gross margin of 15.3% for the
comparable period of 2000. The decline reflects the negative
impact of inefficiencies resulting from uneven customer build
schedules and less favorable mix content per vehicle in the
first quarter of 2001, and overall lower production volumes,
which were partially offset by stronger manufacturing
productivity. Unusual logistics and manufacturing costs incurred
after the September terrorist attacks also impacted our results
in the third quarter.

Selling, General and Administrative.Selling, general and
administrative expenses of $1.1 billion, 5.5% of total net
sales for the first nine months of 2001, decreased by
$200 million or 16% from the first nine months of 2000. The
decrease primarily results from aggressive cost reduction
efforts partially offset by $7 million of incremental
expenses related to Delphi Mechatronic Systems and Delphi
Connection Systems-Specialty Electronics acquired in 2001.

Depreciation and Amortization.The increase in
depreciation and amortization, compared to 2000 amounts,
primarily represents the impact of ongoing capital expenditures
and long-lived asset write-downs of $63 million recorded as
part of the global restructuring plans. We anticipate the
restructuring plans and our expected lower 2001 spending levels
will slightly reduce, but not significantly change, our
depreciation and amortization expense trend.

Restructuring.In the first quarter of 2001, Delphi
approved global restructuring plans which included
$492 million of employee costs (including postemployment
benefits and special termination pension and postretirement
benefits) and $44 million in other exit costs (principally
lease termination and contract cancellation payments). Through
September 30, 2001, we paid $234 million related to
employee costs and $16 million in other exit costs. We also
had $69 million of non-cash charges, with $62 million
for special termination pension and postretirement benefits, and
the balance for currency translation.

The plans entail the elimination of approximately 11,500
positions worldwide (5% percent of our global workforce),
comprised of 5,600 U.S. hourly employees (10% of U.S.
hourly employees), 2,000 U.S. salaried employees (11% of
U.S. salaried employees), and 3,900 employees in non-U.S.
locations. Our restructuring plans also include the sale,
closure or consolidation of nine plants. Through June 30,
2001, we had closed, sold or consolidated plants in Ande,
France; Betim, Brazil; Casoli, Italy; Robertsdale, Alabama; and
Saginaw, Michigan. In the third quarter of 2001, we sold the
plant in Fort Defiance, Arizona and consolidated the thermal
operations in Piracicaba, Brazil. The remaining two plants
located in Bochum, Germany and Southampton, United Kingdom will
be closed, sold or consolidated by March 31, 2002. The
plans also entail downsizing our workforce in more than 40 other
facilities and exiting certain selected products.

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In the first quarter of 2001, employees at impacted locations
were informed of the restructuring initiatives. We have
communicated benefits available to them under applicable benefit
plans or related contractual provisions. Affected employees have
left or will leave Delphi using a mixture of voluntary and
involuntary separation programs, early retirements, social plan
programs and layoffs. As of September 30, 2001,
approximately 8,500 employees had been separated under the plans
including 3,300 U.S. hourly employees, 1,900 U.S. salaried
employees and 3,300 non-U.S. employees. We expect an additional
1,000 to 1,500 employees to separate during the fourth quarter
of 2001, with the remainder during the first quarter of 2002.
The employee cost component for the U.S. hourly plans recorded
in the first quarter of 2001 included accruals required by SFAS
No. 112, Employers Accounting for
Postemployment Benefits. These accruals were based upon
certain assumptions regarding the status and seniority of
affected individuals, as well as the time frame and the duration
of the layoffs prior to final separation. Although our actual
experience on a plant-by-plant basis has varied from our
original assumptions our overall estimates regarding the total
number of employees impacted and related costs remain
appropriate. We continue to work with our unions on specifics
regarding our assumptions for the remaining impacted employees.
In the event our plant-by-plant results vary in a manner that
changes the overall totals or our negotiations with our unions
change our assumptions, we will, as required by SFAS
No. 112, revise our estimates of impacted employees and
related postemployment benefit costs. We expect to begin to
realize savings related to these headcount reductions in late
2001 with estimated ongoing annual net savings expected to grow
in 2002 and 2003 to more than $300 million (after-tax) by
late-2003. These savings are expected to be realized as
reductions in cost of sales and selling, general and
administrative expenses.

Operating Income (Loss).Operating loss was $(213)
million for the first nine months of 2001 compared to
$1,379 million of operating income for the first nine
months of 2000. To facilitate analysis of our operating income
by product sector, we have excluded the 2001 restructuring
charges of $536 million and asset impairments of
$63 million and the 2000 one-time non-cash charge of
$51 million resulting from acquisition-related in-process
research and development from the information presented below:

|                                          |                                          |                                          |     |         |     |  |     |     |       | 
|----------------------------------------- | ---------------------------------------- | ---------------------------------------- | --- | ------- | --- |  | --- | --- | ----- | 
|                                          |                                          |                                         
|                                          |                                          | Nine Months Ended                       
|                                          |                                          | September 30,                           
|                                          |                                          |                                         
|Product Sector                            |                                          | 2001(a)                                  |     | 2000(b)
|                                          |                                          |                                          |     |        
|                                          |                                          |                                         
|                                          |                                          | (in millions)                           
|Electronics & Mobile Communication        |                                          |                                          |     |         |     |  |     |    
|                                         
|                                         
|                                         
|                                         
|                                          | Mobile MultiMedia                        |                                          | $   | (20     | )   |  | $   | (18 | )    
|                                         
|                                         
|                                         
|                                         
|                                          | Other Electronics & Mobile Communication |                                          |     | 247     |     |  |     | 409 |      
|                                          |                                          |                                          |     |         |     |  |     |    
|                                          |                                          | Total Electronics & Mobile Communication |     |         | 227 |  |     |     | 391   | 
|                                         
|                                         
|                                         
|                                         
|Safety, Thermal & Electrical Architecture |                                          |                                          | 236 |         |     |  | 539 |    
|                                         
|                                         
|                                         
|                                         
|Dynamics & Propulsion                     |                                          |                                          | (9  | )       |     |  | 532 |    
|                                         
|                                         
|                                         
|                                         
|Other                                     |                                          |                                          | (68 | )       |     |  | (32 | )  
|                                          |                                          |                                          |     |         |     |  |     |    
|                                          |                                          | Total operating income                   |     | $       | 386 |  |     | $   | 1,430 | 
|                                          |                                          |                                          |     |         |     |  |     |    



| |     |                                                                                                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Excludes the first quarter 2001 restructuring and asset
	impairment charges of $78 million for Electronics & Mobile
	Communication, $214 million for Safety, Thermal & Electrical
	Architecture, $280 million for Dynamics & Propulsion
	and $27 million for Other.
|
| | (b) | Excludes the first quarter 2000 one-time, non-cash charge of
	$51 million resulting from acquisition-related in-process
	research and development for Dynamics & Propulsion.                                                                                       

The decrease in operating income by sector from 2000 primarily
reflects inefficiencies resulting from uneven customer build
schedules in North America and less favorable mix content per
vehicle during the first quarter of 2001, much lower production
volumes, and customer-driven price reductions partially offset
by reductions of selling, general and administrative expenses
and strong manufacturing productivity. Mobile MultiMedia
continues to report an operating loss, reflective of the ongoing
high level of investment in engineering and research and
development related to our book of future business of this
high-tech business line.

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Taxes.Our effective tax rate for the first nine months
of 2001 was 36% excluding the restructuring and impairment
charges compared to 37% for the comparable period of 2000. The
decrease reflects the impact of tax planning initiatives. Our
effective tax rate including the restructuring and impairment
charges was 33%, reflecting the inability to fully tax effect
the restructuring initiatives in certain jurisdictions.

Net Income (Loss).Our net loss was $(239) million for
the first nine months of 2001 as compared to net income of
$862 million for the first nine months of 2000. Excluding
restructuring and impairment charges of $404 million
after-tax, net income for the first nine months of 2001 would
have been $165 million compared to $894 million for the
first nine months of 2000, which excludes the one-time, non-cash
charge of $32 million after-tax resulting from
acquisition-related in-process research and development.

Earnings (Loss) Per Share.Basic and diluted loss per
share was $(0.43) for the first nine months of 2001 compared to
basic and diluted earnings per share of $1.54 and $1.53,
respectively, for the first nine months of 2000. Excluding
restructuring and impairment charges of $404 million
after-tax, basic and diluted earnings per share for the first
nine months of 2001 would have been $0.29 per share compared to
basic and diluted earnings per share of $1.59 and $1.58,
respectively, for the first nine months of 2000, which excludes
the one-time, non-cash charge of $32 million after-tax
resulting from acquisition-related in-process research and
development.

Liquidity and Capital Resources

Liquidity

Our net liquidity, measured as cash and cash equivalents less
total debt, was $(2.8) billion at September 30, 2001
compared to $(2.4) billion at December 31, 2000. The change
in our net liquidity was principally due to the incremental
borrowings incurred to finance the Delphi Mechatronic Systems
acquisition and $175 million of payments to GM for
separation related costs. The ratio of our total debt to total
capital, which consists of total debt plus stockholders
equity, was 51.7% at September 30, 2001 and 45.8% at
December 31, 2000. The change in our ratio of total debt to
total capital was primarily due to the impact of the
restructuring and impairment charges as well as incremental
borrowings to finance the Delphi Mechatronic Systems acquisition
and the GM payment.

Of the $536 million restructuring charge, we expect to pay
approximately $450 million in cash; the balance consists
primarily of special termination pension and postretirement
benefits. During the three and nine months ended
September 30, 2001, we paid $98 million and
$234 million, respectively, related to employee costs and
$10 million and $16 million, respectively, in other
exit costs. We expect to pay up to an additional
$75 million during the fourth quarter of 2001 and the
remainder in 2002. Requirements for working capital,
acquisitions, capital expenditures, dividends, repayment of debt
securities, separation related obligations and restructuring
obligations are expected to be funded from operations,
supplemented as needed by short-term or long-term borrowings
available under our commercial paper programs, our credit
facilities and other available financing sources as necessary.

Debt Capitalization and
Available Financing Sources

Delphi has two financing arrangements with a syndicate of
lenders providing for an aggregate of $3.0 billion in
available revolving credit facilities (the Credit
Facilities), subject to certain limitations. The terms of
the Credit Facilities provide for a five-year revolving credit
line in the amount of $1.5 billion, which expires in
June 2005, and a 364-day revolving credit line in the
amount of $1.5 billion, which expires in June 2002. As
of September 30, 2001, we had no amounts outstanding under
our Credit Facilities. Utilizing the Credit Facilities as
back-up, Delphi implemented $2.5 billion of worldwide
commercial paper programs, under which $1.0 billion was
outstanding as of September 30, 2001. Delphi also has
approximately $165 million available under uncommitted
lines of credit, under which $120 million was outstanding
as of September 30, 2001.

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In June 2001, we issued 6.55% unsecured notes (the
Notes) with an aggregate principal amount of
$500 million, which mature on June 15, 2006. We will
pay interest on such Notes on June 15 and December 15
of each year beginning December 15, 2001. The proceeds of
the Notes were used to reduce our commercial paper borrowings,
including approximately $0.3 billion arising from the
purchase of Delphi Mechatronic Systems. The Notes have no
sinking fund requirement and are redeemable, in whole or in
part, at the option of Delphi.

Cash Flows

Operating Activities.Net cash provided by operating
activities totaled $0.9 billion for the nine months ended
September 30, 2001 compared to net cash provided by
operating activities of $0.2 billion for the nine months
ended September 30, 2000. Cash provided by operating
activities in the first nine months of 2001 resulted from
improved working capital management partially offset by a
$175 million payment to GM in the second quarter for
previously recorded separation related obligations for pension
and other postretirement benefits. Net cash provided by
operating activities for the first nine months of 2000 was
$2.0 billion before the impact of a $1.1 billion
voluntary contribution to our hourly pension plan and separation
related payments to GM of $0.7 billion related to pension
and other postretirement benefits.

Investing Activities.Cash flows used in investing
activities totaled $1.1 billion and $1.7 billion for the
nine months ended September 30, 2001 and 2000,
respectively. The use of cash in the first nine months of 2001
reflects the acquisitions of Delphi Mechatronic Systems and
Delphi Connection Systems-Specialty Electronics for
approximately $0.3 billion. The cash use also reflects
capital expenditures related to ongoing operations. The use of
cash in the first nine months of 2000 reflects the acquisitions
of Delphi Diesel Systems and Delphi Lockheed Automotive for an
aggregate of approximately $0.9 billion and capital
expenditures related to ongoing operations.

Financing Activities.Net cash provided by financing
activities was $0.2 billion and $0.8 billion for the nine
months ended September 30, 2001 and 2000, respectively.
Cash provided by financing activities during the first nine
months of 2001 represented the net proceeds from the
$500 million Note offering partially offset by repayments
of our uncommitted lines of credit and commercial paper and
dividend payments. Cash provided by financing activities for the
first nine months of 2000 included borrowings under our
commercial paper program used to make separation related
payments to GM for pension and other postretirement benefits.

Dividends. The Board of Directors declared a dividend on
Delphi common stock of $0.07 per share on September 5,
2001, which was paid on October 16, 2001, to holders of
record on September 17, 2001. The dividend declared on
June 27, 2001 was paid on August 6, 2001.

Outlook

Our customers production schedules in North America, our
largest market, were approximately 6% lower in the third quarter
of 2001 and 13% lower in the first nine months of 2001 than the
comparable periods in 2000. In view of this lower production, as
well as the weaker U.S. and European aftermarket and weaker
euro, our sales decreased by 11% during the first nine months of
2001 compared to the same period in 2000. Such adverse
conditions may continue for an extended period of time. In
addition, the September terrorist attacks may lead to further
declines in production volumes or a United States consumer
recession given weakening economic indicators prior to the
tragedy. These conditions could result in additional continued
revenue declines and could adversely affect our earnings and
financial condition. In light of the current market conditions,
lower industry volumes and other factors, orders from our North
American vehicle customers in 2001 are forecasted to be lower
than the levels in 2000. We expect our 2001 sales to be
approximately 10% lower year over year. Reflecting our operating
leverage, we expect net income and operating cash flow will be
significantly lower than 2000, excluding the effects of any
major portfolio actions.

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To mitigate these conditions, Delphi has been implementing
productivity improvements and streamlining activities designed
to reduce overhead and improve manufacturing processes. These
initiatives include: continued consolidation of divisional and
regional headquarters staffs and facilities, rationalization of
existing facilities into low cost regions where possible and
elimination of supporting infrastructure; continued use of
shared service models for support functions; utilization of
web-based systems for procurement, logistics and inventory
management; and elimination of warehouses and other inventory
storage and distribution points for greater value chain
efficiency. We intend that these actions will continue to reduce
manufacturing and selling, general and administrative costs, but
cannot assure you that such actions will be effective or
sufficient to offset the impact of adverse market conditions.

In addition to adverse conditions in our market and the
weakening economy as a whole, we depend on GM as a customer. GM
accounted for 68% of our net sales for the nine months ended
September 30, 2001. Principally reflecting reduced GM
vehicle production in North America, our sales to GM have
declined since our separation from GM in 1999. We also exited
some businesses as part of our portfolio review process.
Reflecting these and other factors we expect our sales to GM to
further decline over time. If we are unable to compete
effectively for new business with GMs other suppliers, our
revenues may decline. In connection with our separation from GM
in 1999, we entered into a supply agreement with GM affording us
certain bidding rights on new GM products. Our rights under this
supply agreement terminate on January 1, 2002. After the
expiration of the supply agreement, we will bid for GMs
automotive parts business on the same basis as our competitors.
To compete effectively, we will need to continue to satisfy
GMs pricing, service, technology and increasingly
stringent quality and reliability requirements, which, because
we are GMs largest supplier, particularly affect us. For
these reasons, we cannot provide any assurance as to the amount
of our future business with GM. While we intend to continue to
focus on retaining and winning GMs business, we cannot
assure you that we will succeed in doing so. Additionally, our
revenues may be affected by increases or decreases in GMs
business or market share. Excluding any effects from the erratic
market signals subsequent to the September terrorist attacks, we
are currently projecting our sales beyond 2001 to grow modestly
assuming projected production levels, with non-GM sales
increasing and GM sales decreasing.

We face an inherent business risk of exposure to product
liability and warranty claims in the event that our products
fail to perform as expected and such failure of our products
results, or is alleged to result, in bodily injury and/or
property damage. We cannot assure you that we will not
experience any material warranty or product liability losses in
the future or that we will not incur significant costs to defend
such claims. In addition, if any of our products are or are
alleged to be defective, we may be required to participate in a
recall involving such products. Each vehicle manufacturer has
its own policy regarding product recalls and other product
liability actions relating to its suppliers. However, as
suppliers become more integrally involved in the vehicle design
process and assume more of the vehicle assembly functions,
vehicle manufacturers are increasingly looking to their
suppliers for contribution when faced with product liability
claims. A successful claim brought against us in excess of our
available insurance coverage or a requirement to participate in
a product recall may have a material adverse effect on our
business. Vehicle manufacturers are also increasingly requiring
their outside suppliers to guarantee or warrant their products
and bear the costs of repair and replacement of such products
under new vehicle warranties. Depending on the terms under which
we supply products to a vehicle manufacturer, a vehicle
manufacturer may hold us responsible for some or all of the
repair or replacement costs of defective products under new
vehicle warranties, when the product supplied did not perform as
represented. Notwithstanding that we believe our quality has
improved, a few customers have advised Delphi that they intend
to pursue warranty claims to a greater extent than previously
stated. In particular, although we settled certain
pre-Separation warranty claims with GM in September 2000,
GM continues to assert pre-Separation warranty claims. We are
continuing to challenge these claims and have met and discussed
them with GM. Although no resolution has yet been reached,
future meetings are planned. Accordingly, we cannot assure you
that the future costs of warranty claims by GM or other
customers will not be material. Although the outcome of these
discussions is not predictable with assurance, we believe our
established reserves are adequate to cover such warranty claims.
However, the final amounts determined to be due related to these
matters could differ materially from the recorded estimates.

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In the normal course of business, we extend credit on open
account to our customers. From time to time, we also invest in
joint ventures with a variety of business partners. Although
Delphi is affected by the financial well-being of the automotive
industry as a whole, we believe that the credit risk associated
with trade receivables and investments in our joint ventures is
mitigated by our customer base and ongoing control procedures to
monitor the credit-worthiness of customers and business partners.

In November 2000, one customer/business partner entered
into corporate reorganization proceedings in Korea. As a result
of the reorganization, this customer/ business partners
obligations to its suppliers prior to November 2000 were
legally frozen. The terms and conditions of repayment for these
frozen amounts will be determined by the reorganization plan. In
addition, in September 2001 this customer/ business partner
entered into a non-binding memorandum of understanding with a
third party relating to forming a new company, which would
purchase selected assets and businesses of this customer/
business partner and would assume a portion of the liabilities.
Delphis balance sheet as of September 30, 2001
includes approximately $15 million of accounts receivable from
this customer/business partner, primarily in the U.S. and
Europe, related to shipments prior to November 2000. We are
actively seeking repayment of these amounts, which we believe
are collectible.

During the first quarter of 2001, we recognized a permanent
decline of approximately $12 million in the value of our
investments in Korean joint ventures that have significant sales
to this customer/ business partner. At September 30, 2001,
we have investments of approximately $110 million in these
joint ventures. Based upon the recent events, we are continuing
to work with the joint ventures to facilitate their ongoing
operations and believe that our investments as of
September 30, 2001 are recoverable. However, due to the
significant uncertainty surrounding the outcome of the
reorganization and the memorandum of understanding discussed
above, the impact on our future results of operations and
financial condition could differ materially from recorded
estimates.

Environmental Matters

Delphi is subject to complex laws governing the protection of
the environment and requiring investigation and cleanup of
environmental contamination. We are in various stages of
investigation and cleanup at its manufacturing sites where
contamination has been discovered. In addition, Delphi has
received notices that it is a potentially responsible party
(PRP) in proceedings at various sites, including the
Tremont City Landfill Site located in Tremont, Ohio. We may be
named as a PRP at other sites in the future, including with
respect to divested and acquired businesses. When it has been
possible to provide reasonable estimates of our liability with
respect to environmental sites, provisions have been made in
accordance with generally accepted accounting principles. We
cannot assure you that environmental requirements will not
change or become more stringent over time or that our eventual
environmental cleanup costs and liabilities will not exceed the
amount of our current reserve.

Recently Issued Accounting Pronouncements

On July 20, 2001, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 141, Business
Combinations. The statement requires that all future
business combinations be accounted for using the purchase method
of accounting and that certain acquired intangible assets in a
business combination are recognized as assets apart from
goodwill. Effective July 1, 2001, we adopted SFAS
No. 141, which did not impact our financial position or
results of operations.

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Also on July 20, 2001, the FASB issued SFAS No. 142,
Goodwill and Other Intangible Assets. Among other
provisions, goodwill will no longer be amortized but will be
subject to impairment tests at least annually. We will adopt
SFAS No. 142 effective January 1, 2002. As required by
SFAS No. 142, we will cease amortization of purchased
goodwill effective January 1, 2002. At September 30,
2001, our unamortized purchased goodwill was approximately $630
million. Application of the non-amortization provisions of SFAS
No. 142 would have increased our diluted earnings per share
by $0.01 and decreased our loss per share by $0.04,
respectively, for the three months and nine months ended
September 30, 2001 if such provisions had been adopted at
the beginning of the period. As required by SFAS No. 142,
during 2002 we will perform the required impairment tests of
goodwill and indefinite-lived intangible assets. Until those
tests are performed and other transitional issues are finalized,
we are unable to estimate the effect that the initial adoption
of this statement will have on our financial position or results
of operations.

On August 15, 2001, the FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations. This
statement requires recognition of a liability for any
obligations associated with the retirement of a tangible
long-lived asset. Any such liability will be recorded at fair
value and will be offset by an increase to the carrying amount
of the related long-lived asset. This statement will be
effective for Delphi for the year ending December 31, 2003.
We are in the process of completing our analysis of this
statement and are currently unable to estimate the effect this
statement will have on our financial position or results of
operations.

On August 22, 2001, the FASB issued SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets. This statement supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of as well as certain
provisions of Accounting Principles Board Opinion No. 30,
Reporting the Results of Operations-Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and
Transactions. The main objective of this statement is to
resolve implementation issues related to SFAS No. 121 by
further clarifying certain of its provisions. SFAS No. 144
removes goodwill from SFAS 121s scope and establishes
a primary-asset approach to determine the cash flow
estimation period for a group of assets and liabilities. Other
provisions of the statement include more stringent requirements
for classifying assets available for disposal and expanding the
scope of activities that will require discontinued operations
reporting. We are required to adopt this statement for the year
ending December 31, 2002 but early adoption is allowed. We
are in the process of determining when we will adopt this
statement and whether it will have a material effect on our
results of operations or financial position.

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Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements made by us or on our
behalf. Delphi and its representatives may periodically make
written or oral statements that are forward-looking,
including statements included in this report and other filings
with the Securities and Exchange Commission and in reports to
our stockholders. All statements which address operating
performance, events or developments that we expect or anticipate
may occur in the future (including statements relating to future
sales or earnings expectations, savings expected as a result of
global restructuring or other initiatives, volume growth,
awarded sales contracts and earnings per share expectations or
statements expressing general optimism about future operating
results) are forward-looking statements. These statements are
made on the basis of managements views and assumptions; as
a result, there can be no assurance that managements
expectations will necessarily come to pass. Principal important
factors, risks and uncertainties which may cause actual results
to differ from those expressed in forward-looking statements set
forth in this 10-Q include: our ability to increase non-GM sales
and achieve the labor benefits expected from our separation from
GM; our ability to retain GM business; potential increases in
our warranty costs; our ability to successfully implement our
global restructuring plans; changes in the economic conditions
or political environment in the markets in which we operate;
incremental costs, slowed automobile production or other effects
that may occur as a result of the September terrorist attacks;
currency exchange rate fluctuations; financial or market
declines of our customers or significant business partners;
labor disruptions or material shortages; the level of
competition in the automotive industry; significant downturns in
the automobile production rate; costs relating to legal and
administrative proceedings; changes in laws or regulations
pertaining to the automotive industry; our ability to realize
cost savings expected to offset price reductions; our ability to
make pension and other post-retirement payments at levels
anticipated by management; our ability to successfully exit
non-performing businesses and absorb contingent liabilities
related to divestitures; our ability to complete and integrate
acquisitions; changes in technology and technological risks; our
ability to protect and assert patent and other intellectual
property rights; our ability to provide high quality products at
competitive prices, to develop new products to meet changing
consumer preferences and to meet changing vehicle manufacturers
supply requirements on a timely, cost effective basis; and other
factors, risks and uncertainties discussed in the Delphi
Automotive Systems Corporation Annual Report on Form 10-K
for the year ended December 31, 2000 and other filings with
the Securities and Exchange Commission. Delphi does not intend
or assume any obligation to update any of these forward-looking
statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

There have been no material changes to our exposures to market
risk since December 31, 2000.

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PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There have been no material developments in legal proceedings
involving Delphi or its subsidiaries since those reported in
Delphis Annual Report on Form 10-K for the year ended
December 31, 2000 except as described in Delphis
Report on Form 10-Q for the three months ended
March 31, 2001.

We are involved in routine litigation incidental to the conduct
of our business. We do not believe that any of the litigation to
which we are currently a party will have a material adverse
effect on our business or financial condition.

ITEM  6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS

|        |    |              |  |                                                                                                                                                                                                                                                                               
|------- | -- | ------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |             
|Number  |    | Exhibit Name
|        |    |             
|        | (3 | )(a)         |  | Amended and Restated Certificate of Incorporation
	of Delphi Automotive Systems Corporation, incorporated by
	reference to Exhibit 3.1 to Delphis Registration
	Statement on Form S-1 (Registration No. 333-67333)
	(hereafter referred to as the Registration
	Statement).
|        | (3 | )(b)         |  | By-laws of Delphi Automotive Systems Corporation,
	incorporated by reference to Exhibit 3.2 to the
	Registration Statement                                                                                                                                                    
|        | 99 |              |  | Press Release dated October 16, 2001
	regarding quarterly earnings                                                                                                                                                                                                            

(b)  REPORTS ON FORM 8-K

None

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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



| |      |                                  
| | ---- | ---------------------------------
| | DELP | HI AUTOMOTIVE SYSTEMS CORPORATION



| |             
| | ------------
| | (Registrant)

October 16, 2001

| |                                                                                   
| | ----------------------------------------------------------------------------------
| | /s/ PAUL R. FREE                                                                  
| | ________________________________________ 
	 Paul R. Free, Chief Accounting Officer
| | and Controller                                                                    

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EXHIBIT INDEX


|        |        |              |  |                                                                                                                                                                                                                                                                               
|------- | ------ | ------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |             
|Number  |        | Exhibit Name
|        |        |             
|        | (3)(a) |              |  | Amended and Restated Certificate of Incorporation
	of Delphi Automotive Systems Corporation, incorporated by
	reference to Exhibit 3.1 to Delphis Registration
	Statement on Form S-1 (Registration No. 333-67333)
	(hereafter referred to as the Registration
	Statement).
|        | (3)(b) |              |  | By-laws of Delphi Automotive Systems Corporation,
	incorporated by reference to Exhibit 3.2 to the
	Registration Statement                                                                                                                                                    
|        | 99     |              |  | Press Release dated October 16, 2001
	regarding quarterly earnings                                                                                                                                                                                                            

26