##### Table of Contents





NOTICE TO
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
    20549
  FORM 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2009ORo

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

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

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

48098(Address of principal executive
    offices)

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




---



##### 





DELPHI
    CORPORATION
  INDEX
  PagePart I  Financial
    InformationItem 1.

Financial StatementsConsolidated Statements of Operations for the
    Three Months Ended March 31, 2009 and 2008
    (Unaudited)

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

4Consolidated Statements of Cash Flows for the
    Three Months Ended March 31, 2009 and 2008
    (Unaudited)

5Consolidated Statements of Comprehensive Income
    (Loss) for the Three Months Ended March 31, 2009 and
    2008 (Unaudited)

6Consolidated Statements of Stockholders
    Equity (Deficit) for the Three Months Ended
    March 31, 2009 (Unaudited)

7Notes to Consolidated Financial Statements
    (Unaudited)

8Item 2.

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

62Executive Summary of Business

62Overview of Performance

75Overview of Net Sales and Net Loss

76Results of Operations

78Liquidity and Capital Resources

85Liquidity Outlook

93Litigation Commitments and Contingencies

95Environmental Matters

95Other

95Inflation

95Recently Issued Accounting Pronouncements

96Significant Accounting Policies and Critical
    Accounting Estimates

96Forward-Looking Statements

96Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk

97Item 4.

Controls and Procedures

97Part II  Other
    InformationItem 1.

Legal Proceedings

98Item 1A.

Risk Factors

98Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds

99Item 3.

Defaults Upon Senior Securities

99Item 4.

Submission of Matters to a Vote of Security
    Holders

99Item 5.

Other Information

99Item 6.

Exhibits

100Signatures

101EX-31.AEX-31.BEX-32.AEX-32.B   2




---



##### Table of Contents



PART I.
    FINANCIAL INFORMATION ITEM 1.
    FINANCIAL STATEMENTS  DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
  Three MonthsEndedMarch 31,2009


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

$
734


$
1,641Other customers


1,791



3,611Total net sales


2,525



5,252Operating expenses:Cost of sales, excluding items listed below


2,632



4,933Depreciation and amortization


172



222Selling, general and administrative


255



364Total operating expenses


3,059



5,519Operating loss


(534
)


(267
)Interest expense (contractual interest expense for the three
    months ended March 31, 2009 and 2008 was
    $168 million and $129 million, respectively)


(137
)


(110
)Other income, net


9



19Reorganization items


1,144



(109
)Income (loss) from continuing operations before income taxes and
    equity income


482



(467
)Income tax benefit (expense)


51



(63
)Income (loss) from continuing operations before equity income


533



(530
)Equity (loss) income, net of tax


(8
)


11Income (loss) from continuing operations


525



(519
)Income (loss) from discontinued operations, net of tax


31



(58
)Net income (loss)


556



(577
)Net income attributable to noncontrolling interest


4



12Net income (loss) attributable to Delphi

$
552


$
(589
)Basic and diluted income (loss) per share:Continuing operations attributable to Delphi

$
0.92


$
(0.94
)Discontinued operations attributable to Delphi


0.06



(0.10
)Basic and diluted income (loss) per share

$
0.98


$
(1.04
)Amounts attributable to Delphi:Income (loss) from continuing operations

$
521


$
(530
)Discontinued operations


31



(59
)Net income (loss) attributable to Delphi

$
552


$
(589
)    3




---



##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED BALANCE SHEETS
  March 31,2009


December 31,(Unaudited)


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

$
650


$
959Restricted cash


449



403Accounts receivable, net:General Motors and affiliates


695



822Other


1,519



1,572Inventories, net (Note 3)


1,130



1,285Other current assets (Note 4)


484



613Assets held for sale (Note 15)


551



497Total current assets


5,478



6,151Long-term assets:Property, net


3,214



3,397Investments in affiliates


280



303Other long-term assets (Note 4)


442



455Total long-term assets


3,936



4,155Total assets

$
9,414


$
10,306LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Short-term debt (Note 8)

$
4,244


$
4,174Accounts payable


1,567



1,771Accrued liabilities (Note 5)


2,164



2,171Liabilities held for sale (Note 15)


328



293Total current liabilities


8,303



8,409Long-Term liabilities:Employee benefit plan obligations (Note 10)


538



552Other long-term liabilities (Note 5)


1,014



1,028Total long-term liabilities


1,552



1,580Liabilities subject to compromise (Note 2)


13,435



14,583Total liabilities


23,290



24,572Commitments and contingencies (Note 11)Stockholders deficit:Common stock, $0.01 par value, 1,350 million shares
    authorized, 565 million shares issued in 2009 and 2008


6



6Additional paid-in capital


2,747



2,747Accumulated deficit


(11,512
)


(12,064
)Accumulated other comprehensive loss:Employee benefit plans (Note 10)


(4,894
)


(4,867
)Other


(352
)


(219
)Total accumulated other comprehensive loss


(5,246
)


(5,086
)Treasury stock, at cost (389 thousand and 391 thousand shares in
    2009 and 2008, respectively)


(6
)


(6
)Total Delphi stockholders deficit


(14,011
)


(14,403
)Noncontrolling interest


135



137Total stockholders deficit


(13,876
)


(14,266
)Total liabilities and stockholders deficit

$
9,414


$
10,306    4




---



##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
  Three Months EndedMarch 31,2009


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

$
556


$
(577
)Adjustments to reconcile net income (loss) to net cash used in
    operating activities:Depreciation and amortization


172



222Pension and other postretirement benefit expenses


126



185Reorganization items


(1,144
)


109(Gain) loss on assets held for sale


(4
)


30Deferred income taxes


(65
)


(4
)Other, net


8



25Changes in operating assets and liabilities:Accounts receivable, net


130



(395
)Inventories, net


152



(50
)Other assets


115



18Accounts payable


(112
)


176Accrued and other long-term liabilities


(120
)


97Other, net


49



36U.S. employee workforce transition program payments


(13
)


(71
)Pension contributions


(25
)


(68
)Other postretirement benefit payments


(19
)


(66
)Other, net


(25
)


(11
)Discontinued operations (Note 15)






54Net cash used in operating activities


(219
)


(290
)Cash flows from investing activities:Capital expenditures


(166
)


(255
)Proceeds from sale of property


8



21Proceeds from sale of
    non-U.S.
    trade bank notes


43



62Proceeds from divestitures, net


4



87Increase in restricted cash


(46
)


(2
)Other, net


1



3Discontinued operations


(12
)


(70
)Net cash used in investing activities


(168
)


(154
)Cash flows from financing activities:Net repayments of borrowings under amended and restated
    debtor-in-possession
    facility


(146
)


Net borrowings under refinanced
    debtor-in-possession
    facility






452Net (repayments) borrowings under other debt agreements


(207
)


210Issuance costs related to the Accommodation Agreement


(16
)


Net borrowings under GM liquidity support agreements


453



Other, net


(1
)


(7
)Discontinued operations


14



11Net cash provided by financing activities


97



666Effect of exchange rate fluctuations on cash and cash equivalents


(19
)


52(Decrease) increase in cash and cash equivalents


(309
)


274Cash and cash equivalents at beginning of period


959



1,036Cash and cash equivalents at end of period

$
650


$
1,310    5




---



##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
    (LOSS) (Unaudited)
  Three Months EndedMarch 31,2009


2008(in millions)Net income (loss)

$
556


$
(577
)Other comprehensive income:Currency translation adjustments, net of tax(a)


(84
)


72Net change in unrecognized loss on derivative instruments, net
    of tax(b)


(48
)


96Employee benefit plans adjustment, net of tax(c)


(27
)


(30
)Other comprehensive (loss) income


(159
)


138Comprehensive income (loss)


397



(439
)Comprehensive income attributable to noncontrolling interest


5



11Comprehensive income (loss) attributable to Delphi

$
392


$
(450
)     (a)
    
    Currency translation adjustments are net of $2 million and
    ($1) million tax effect for the three months ended
    March 31, 2009 and 2008, respectively.(b)
    
    There was no tax effect on the net change in unrecognized gain
    on derivative instruments for the three months ended
    March 31, 2009 and 2008, respectively.(c)
    
    Employee benefit plans adjustments includes a loss for pension,
    postretirement and postemployment liabilities of
    $(27) million (net of a ($75) million tax effect) and
    ($30) million (there was no tax effect) for the three
    months ended March 31, 2009 and 2008, respectively.   6




---



##### Table of Contents



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


AccumulatedAdditional


Earnings


Other








TotalCommon Stock


Paid-in


(Accumulated


Comprehensive


Treasury


Noncontrolling


StockholdersShares


Amount


Capital


Deficit)


Loss


Stock


Interest


Deficit(in millions)Balance at December 31, 2008


565


$
6


$
2,747


$
(12,064
)

$
(5,086
)

$
(6
)

$
137


$
(14,266
)Net income














552











4



556Currency translation adjustments and other, net of tax


















(85
)






1



(84
)Net change in unrecognized loss on derivative instruments, net
    of tax


















(48
)










(48
)Employee benefit plans liability adjustment, net of tax


















(27
)










(27
)Deconsolidation of noncontrolling interest


























(7
)


(7
)Balance at March 31, 2009


565


$
6


$
2,747


$
(11,512
)

$
(5,246
)

$
(6
)

$
135


$
(13,876
)    7




---



##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)
  1.
    BASIS OF
    PRESENTATION  General Form 10-K
  Consolidation non-U.S. subsidiaries
  Restricted Cash debtor-in-possession
  Bankruptcy Filing No. 05-44481 debtors-in-possession non-U.S. subsidiaries
  90-7 (SOP 90-7), Financial Reporting by Entities in Reorganization under the
    Bankruptcy Code
 8




---



##### Table of Contents



SOP 90-7
  Going Concern debtor-in-possession
     9




---



##### Table of Contents



debtors-in-possession
  Contractual Interest Expense and Interest Expense on
    Unsecured Claims SOP 90-7.
  Use of Estimates
 10




---



##### Table of Contents



Discontinued Operations Accounting for the Impairment or Disposal of Long-Lived
    Assets
    Recently Issued Accounting
    Pronouncements Fair Value Measurements No. 157-2 (FSP 157-2), Effective Date of FASB Statement No. 157,
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  An Amendment of ARB No. 51
 11




---



##### Table of Contents



Disclosures about Derivative Instruments and Hedging
    Activities  an Amendment of FASB Statement 133 Accounting for Derivative Instruments and Hedging
    Activities ;
  Employers Disclosures about
    Postretirement Benefit Plan Assets
  Accounting
    for Assets Acquired and Liabilities Assumed in a Business
    Combination That Arise from Contingencies
  
    Require that assets acquired and liabilities assumed in a
    business combination that arise from contingencies be recognized
    at fair value if fair value can be reasonably estimated. If fair
    value of such an asset or liability cannot be reasonably
    estimated, the asset or liability would generally be recognized
    in accordance with FASB Statement No. 5
    (SFAS 5), Accounting for Contingencies,and FASB Interpretation No. 14, Reasonable Estimation of
    the Amount of a Loss.Further, the FASB decided to remove
    the subsequent accounting guidance for assets and liabilities
    arising from contingencies from SFAS 141R, and carry
    forward without significant revision the guidance in FASB
    Statement No. 141, Business Combinations.
    Eliminate the requirement to disclose an estimate of the range
    of outcomes of recognized contingencies at the acquisition date.
    For unrecognized contingencies, the FASB decided to require that
    entities include only the disclosures required by SFAS 5
    and that those disclosures be included in the business
    combination footnote.
    Require that contingent consideration arrangements of an
    acquiree assumed by the acquirer in a business combination be
    treated as contingent consideration of the acquirer and
    initially and subsequently measured at fair value in accordance
    with SFAS 141R.    No. 157-4 (FSP 157-4), Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly. FSP 157-4
 12




---



##### Table of Contents



FSP 157-4 FSP 157-4 FSP 157-4 FSP 157-4 FAS 115-2 FAS 124-2, Recognition and Presentation of Other-Than-Temporary
    Impairments, FSP 157-4
  115-2 124-2 FAS 115-2 FAS 124-2), Recognition and Presentation of Other-Than-Temporary
    Impairments. FAS 115-2 FAS 124-2 a b FAS 115-2 FAS 124-2 FAS 115-2 FAS 124-2 FSP 157-4. FAS 115-2 FAS 124-2
  No. 107-1 28-1 FAS 107-1 28-1), Interim Disclosures about Fair Value of Financial
    Instruments. Disclosures about Fair Value of Financial Instruments, Interim Financial
    Reporting, FAS 107-1 28-1, FAS 107-1 28-1 FSP 157-4 FAS 115-2 FAS 124-2. FAS 107-1 28-1
 13




---



##### Table of Contents



2.
    TRANSFORMATION
    PLAN AND CHAPTER 11 BANKRUPTCY  Plan of
    Reorganization and Transformation Plan
  Elements of Transformation Plan
     14




---



##### Table of Contents



debtor-in-possession
  GM
    Global Settlement Agreement 
    Hourly Pension Plan Settlement  First Pension
    Transfer to GM  Employers Accounting for Settlements and
    Curtailments of Defined Benefit Pension Plans and for
    Termination Benefit
  Hourly Pension Plan Settlement  Second Pension
    Transfer to GM 
 15




---



##### Table of Contents



Employers Accounting for Pensions,
  Hourly Plan Freeze and Triggering of Benefit
    Guarantees 
  Hourly OPEB Settlement and OPEB Reimbursement from
    GM  Employers Accounting for Postretirement
    Benefits Other Than Pensions
  Allowed GM Administrative and General Unsecured
    Claims 
     16




---



##### Table of Contents



debtor-in-possession
    Allowed IUE-CWA and USW Claims 
  Special Attrition Programs
 17




---



##### Table of Contents



Master Restructuring Agreement 
  Existing and Future Business Awards and Related
    Matters 
  Reimbursement of Hourly Labor Costs 
  Production Cash Burn Breakeven Reimbursement  site-specified
 18




---



##### Table of Contents



Working Capital Backstop  Steering
    Business 
  Reimbursement of Hourly Workers Compensation and Other
    Benefits  UAW-represented
  Accelerated GM North American Payment Terms 
    Amended GSA and Amended MRA  GM Accounts
    Receivable(in millions)Balance at December 31, 2008

$
141GM obligations recognized


175Payments received from GM


(150
)Balance at March 31, 2009

$
166       GM Obligations Recognized
    January 1, 2009  March 31, 2009(in millions)Amount recognized in pre-tax earnings

$
74Amount recognized in discontinued operations


79Amount of pass-through OPEB reimbursement


19Amount recognized in deferred liability


3Total

$
175   Pensions
 19




---



##### Table of Contents



20




---



##### Table of Contents



Labor
      Portfolio
 21




---



##### Table of Contents



Cost Structure
    Equity
    Purchase and Commitment Agreement
     22




---



##### Table of Contents



The Plan
    of Reorganization
  180-day
 23




---



##### Table of Contents



debtor-in-possession
 24




---



##### Table of Contents



Form 10-Q).
  Form 10-K Form 10-Q.
    Reorganization
    Items
  SOP 90-7
 25




---



##### Table of Contents



(Income)/ExpenseThree MonthsEndedMarch 31,2009


2008(in millions)Salaried OPEB settlement (Note 10)

$
(1,168
)

$
Professional fees directly related to reorganization


23



29Interest income






(2
)Write off of previously capitalized fees or expenses related to
    the EPCA






79Other


1



3Total Reorganization Items

$
(1,144
)

$
109     Liabilities
    Subject to Compromise
    and/or
 26




---



##### Table of Contents



SOP 90-7
  :
  March 31,


December 31,2009


2008(in millions)Pension obligations (Note 10)

$
5,347


$
5,321Postretirement obligations other than pensions (Note 10)


31



1,201Allowed GM general unsecured claim


2,500



2,500Allowed GM administrative claim


1,628



1,628Allowed IUE-CWA and USW claims


129



129Debt and notes payable


1,984



1,984Accounts payable


730



732Junior subordinated notes due 2033


391



391Securities & ERISA litigation liability (Note 11)


351



351Supplemental executive retirement program


117



118Other


227



228Total Liabilities Subject to Compromise

$
13,435


$
14,583     3.
    INVENTORIES,
    NET  first-in,
  March 31,


December 31,2009


2008(in millions)Productive material

$
600


$
663Work-in-process
    and supplies


202



253Finished goods


328



369Total

$
1,130


$
1,285  27




---



##### Table of Contents



4.
    ASSETS    March 31,


December 31,2009


2008(in millions)Income and other taxes receivable

$
166


$
240Prepaid insurance and other expenses


118



121Deferred income taxes


85



96Deposits to vendors


43



46Notes receivable


20



28Debt issuance costs


37



56Other


15



26Total

$
484


$
613     March 31,


December 31,2009


2008(in millions)Deferred income taxes

$
65


$
85Notes receivable


19



21Income and other taxes receivable


104



91Goodwill


61



62Intangible assets


26



28Deferred charges


14



14Other investments


24



25Other


129



129Total

$
442


$
455   5.
    LIABILITIES    March 31,


December 31,2009


2008(in millions)Payroll-related obligations

$
244


$
207Employee benefits, including current pension obligations


127



136Accrued income taxes


81



72Taxes other than income


172



199Warranty obligations (Note 6)


126



128U.S. employee workforce transition program (Note 9)


105



115Employee termination benefits and other exit costs (Note 7)


194



213Interest on prepetition claims (Note 1)


415



415Working capital backstop  Steering Business
    (Note 2)


210



210Derivative financial instruments (Note 14)


142



132Other


348



344Total

$
2,164


$
2,171  28




---



##### Table of Contents



March 31,


December 31,2009


2008(in millions)Workers compensation

$
311


$
325Environmental (Note 11)


93



97Extended disability benefits


61



60Warranty obligations (Note 6)


207



236Payroll-related obligations


29



35Accrued income taxes


105



71Other long-term debt (Note 8)


61



55Derivative financial instruments (Note 14)


42



36Other


105



113Total

$
1,014


$
1,028   6.
    WARRANTY
    OBLIGATIONS      WarrantyObligations(in millions)Balance at December 31, 2008

$
364Provision for estimated warranties issued during the period


13Provision for changes in estimate for preexisting warranties


(3
)Settlements made during the period (in cash or in kind)


(31
)Foreign currency translation and other


(10
)Balance at March 31, 2009

$
333     7.
    EMPLOYEE
    TERMINATION BENEFITS AND OTHER EXIT COSTS   29




---



##### Table of Contents



Three Months EndedMarch 31,Segment

2009


2008(in millions)Electronics & Safety

$
17


$
28Powertrain Systems


5



4Electrical/Electronic Architecture


32



13Thermal Systems


2



3Automotive Holdings Group


9



43Corporate and Other


(6
)


Continuing Operations


59



91Discontinued Operations


(10
)


35Total

$
49


$
126Cost of sales


55



86Selling, general and administrative expenses


4



5Discontinued operations


(10
)


35     EmployeeTermination


Other ExitBenefits Liability


Costs Liability


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

$
205


$
45


$
250Provision for estimated expenses incurred during the period


34



25



59Provision for changes in estimates for preexisting programs


(10
)






(10
)Payments made during the year


(65
)


(26
)


(91
)Severance reimbursed or reimbursable by GM under the Amended MRA


53







53Foreign currency and other


(9
)


(1
)


(10
)Accrual balance at March 31, 2009

$
208


$
43


$
251  30




---



##### Table of Contents




    Realignment of existing manufacturing capacity and closure of
    facilities.As part of Delphis ongoing
    efforts to lower costs and operate efficiently, the Electronics
    and Safety, Powertrain Systems,
    Electrical/Electronic
    Architecture, Thermal Systems and Automotive Holdings Group
    segments executed initiatives to realign manufacturing
    operations within North America to lower cost markets and to
    reduce headcount in line with the realigned manufacturing
    operations, and incurred approximately $29 million of
    employee termination benefits and other related exit costs
    during the first quarter of 2009. Additionally, European, South
    American and Asian operations in the Electronics and Safety and
    Electrical/Electronic Architecture segments incurred
    $11 million of employee termination benefits and other exit
    costs in conjunction with headcount reductions and programs
    related to the rationalization of manufacturing and engineering
    process. Offsetting these costs, was a change in estimate to a
    previously accrued liability related to settlements with the UAW
    and various other labor unions of $7 million.
    Transformation plan activities.  As part of an
    effort to transform its salaried workforce and reduce general
    and administrative expenses, Delphi identified certain salaried
    employees in North America during the first quarter of 2009 for
    involuntary separation and incurred $17 million in related
    employee termination benefits included in continuing operations.
    Delphi also incurred $7 million of U.S. salaried
    separations recorded in discontinued operations. As a result of
    the Amended MRA, $53 million of U.S. employee
    termination benefits have been or will be reimbursed by GM, of
    which $44 million related to U.S. hourly separations
    and $9 million related to U.S. salaried separations.    
    Realignment of existing manufacturing capacity and closure of
    facilities.As part of Delphis ongoing
    efforts to lower costs and operate efficiently, Delphis
    Electronics and Safety and Automotive Holdings Group segments
    plan to transfer core products manufactured at a shared location
    in Portugal to a lower cost market and exit non-core products
    from that facility and recognized employee termination benefits
    of $44 million. Additionally, Electronics and Safety,
    Electrical / Electronic Architecture segment, Thermal
    Systems and the Automotive Holdings Group executed initiatives
    to realign manufacturing operations within North America to
    lower cost markets, and incurred approximately $23 million
    of employee termination benefits and other related exit costs.
    Transformation plan activities.  As part of an
    initiative to sell or wind down non-core product lines, Delphi
    incurred employee termination benefits and other exit costs of
    $31 million related to the closure of a manufacturing
    facility in Athens, Alabama during the first quarter of 2008,
    which related to the Steering Business and was recorded in loss
    from discontinued operations. As part of an effort to transform
    its salaried workforce and reduce general and administrative
    expenses, Delphi identified certain salaried employees in North
    America during the first quarter of 2008 for involuntary
    separation and incurred $18 million in related employee
    termination benefits in the Electronics and Safety, Powertrain
    Systems, Electrical / Electronic Architecture and
    Automotive Holdings Group segments. 31




---



##### Table of Contents



8.
    DEBT  Amended
    and Restated DIP Credit Facility and Accommodation
    Agreement
         32




---



##### Table of Contents



Termination
    Date of the Accommodation Agreement
      Requirements
    of the Accommodation Agreement
   33




---



##### Table of Contents



above-described Form 10-Q).
 34




---



##### Table of Contents



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


Rates Effective as ofMarch 31,


March 31,ABR plus


2009


2009(in millions)Tranche A


5.00
%

$
308



9.25
%Tranche B


5.00
%

$
416



9.25
%Tranche C


6.25
%

$
2,750



10.50
%           12-month
 35




---



##### Table of Contents



debtor-in-possession
      Advance
    Agreement and Liquidity Support from General Motors and Related
    Matters
  paid-in-kind
     36




---



##### Table of Contents



Form 10-K Form 10-Q
  9.
    U.S.
    EMPLOYEE WORKFORCE TRANSITION PROGRAMS    U.S.
    Employee Workforce Transition Program Liability
  Pre-RetirementBuydown Wage


ProgramLiability


Liability


Total(in millions)Balance at December 31, 2008

$
83


$
40


$
123Payments






(13
)


(13
)Balance at March 31, 2009

$
83


$
27


$
110    37




---



##### Table of Contents



10.
    PENSION
    AND OTHER POSTRETIREMENT BENEFITS  non-U.S. subsidiaries non-U.S. plans
     38




---



##### Table of Contents



non-U.S. employees:
  OtherPension Benefits


PostretirementU.S. Plans


Non-U.S. Plans


BenefitsThree Months Ended March 31,2009


2008


2009


2008


2009


2008(in millions)Service cost(a)

$
5


$
41


$
8


$
11


$
4


$
7Interest cost


168



213



18



23



18



137Expected return on plan assets


(146
)


(218
)


(14
)


(23
)






Settlements










15



11



(1,177
)


Amortization of prior service costs


7



7



1



1



(24
)


(27
)Amortization of actuarial losses


54



5



4



6



9



11Net periodic benefit cost

$
88


$
48


$
32


$
29


$
(1,170
)

$
128     (a)
    
    Includes $9 million for the three month periods ended
    March 31, 2008 of costs previously accrued related to the
    U.S. employee workforce transition programs.      11.
    COMMITMENTS
    AND CONTINGENCIES  Shareholder
    Lawsuits
     39




---



##### Table of Contents



Form 10-K
             40




---



##### Table of Contents



third-party
  and/or
    Salaried
    OPEB Settlement
    Ordinary
    Business Litigation
       41




---



##### Table of Contents



Environmental
    Matters
       42




---



##### Table of Contents



Other
    Concentrations
    of Risk
  Form 10-K Form 10-Q.
    12.
    INCOME
    TAXES  Accounting for Income Taxes,
   43




---



##### Table of Contents



13.
    WEIGHTED
    AVERAGE SHARES      Three MonthsEndedMarch 31,2009


2008(in thousands)Weighted average basic and diluted shares outstanding


564,637



563,646     Three MonthsEndedMarch 31,2009


2008(in thousands)Anti-dilutive securities


46,543



66,696   14.
    DERIVATIVES
    AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENTS  Derivatives
    and Hedging Activities
      Quantity


Unit ofCommodity

Hedged


Measure(in thousands)Copper


69,280



poundsSecondary Aluminum


15,309



poundsPrimary Aluminum


8,488



poundsNatural Gas


802



MMBTUNickel


382



pounds   44




---



##### Table of Contents



Foreign Currency

(in millions)Korean Won


18,534



KRWMexican Peso


10,814



MXNHungarian Font


5,691



HUFJapanese Yen


1,168



JPYRomanian Leu


175



RONEuro


147



EURNew Turkish Lira


145



TRYPolish Zloty


29



PLNSingapore Dollar


20



SGDSouth African Rand


19



ZAR       Asset Derivatives


Liability DerivativesMarch 31,




March 31,Balance Sheet Location

2009


Balance Sheet Location

2009(in millions)Designated derivatives instruments:Commodity derivatives

Other Current Assets

$



Accrued Liabilities

$
63Foreign currency derivatives

Other Current Assets


1


Accrued Liabilities


79Foreign currency derivatives*

Accrued Liabilities


12


Other Current Assets


Commodity derivatives

Other Long-Term Assets





Other Long-Term Liabilities


10Foreign currency derivatives*

Other Long-Term Liabilities


26


Other Long-Term Liabilities


63Total derivatives designated as hedging instruments



$
39




$
215Derivatives not designated:Commodity derivatives

Other Current Assets

$



Accrued Liabilities

$
17Foreign currency derivatives

Other Current Assets





Accrued Liabilities


13Foreign currency derivatives*

Accrued Liabilities


18


Other Current Assets


Foreign currency derivatives*

Other Long-Term Liabilities


5


Other Long-Term Liabilities


Total derivatives not designated as hedging instruments



$
23




$
30     *
    
    Derivative instruments within this category are subject to
    master netting arrangements and are presented on a net basis in
    the consolidated balance sheets in accordance with FASB
    Interpretation No. 39, Offsetting of 45




---



##### Table of Contents



Amounts Related to Certain Contracts (An Interpretation of
    APB Opinion No. 10 and FASB Statement No. 105).      Location of Gain(Loss)Location of

Amount of


Recognized in

Amount of GainLoss

Loss


Income

(Loss) RecognizedAmount of


Reclassified

Reclassified


(Ineffective

in IncomeLoss


from OCI into

from OCI


Portion

(IneffectiveRecognized in


Income

into Income


Excluded from

Portion ExcludedOCI (Effective


(Effective

(Effective


Effectiveness

from EffectivenessPortion)


Portion)

Portion)


Testing)

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

$
(42
)

Cost of sales

$
(49
)

Cost of sales

$
Foreign currency derivatives


(73
)

Cost of sales


(18
)

Cost of sales


7Total

$
(115
)



$
(67
)



$
7   Location of

Amount of GainGain (Loss)

(Loss)Recognized in

Recognized inIncome

IncomeDerivatives not designated:Commodity derivatives

Cost of sales

$
(15
)Foreign currency derivatives

Cost of sales


5Total



$
(10
)      46




---



##### Table of Contents



Fair
    Value Measurements
    and/or
   47




---



##### Table of Contents



Fair Value Measurements Using:Significant Other


SignificantQuoted Prices in


Observable


UnobservableActive Markets


Inputs


InputsTotal


Level 1


Level 2


Level 3(in millions)As of March 31, 2009:Available for sale securities

$
22


$
16


$
6


$
Foreign currency derivatives


1











1Total

$
23


$
16


$
6


$
1As of December 31, 2008:Available for sale securities

$
32


$
23


$
9


$
Foreign currency derivatives


12











12Total

$
44


$
23


$
9


$
12     Fair Value Measurements Using:Significant Other


SignificantQuoted Prices in


Observable


UnobservableActive Markets


Inputs


InputsTotal


Level 1


Level 2


Level 3(in millions)As of March 31, 2009:Commodity derivatives

$
90


$



$



$
90Foreign currency derivatives


94











94Total

$
184


$



$



$
184As of December 31, 2008:Commodity derivatives

$
99


$



$



$
99Foreign currency derivatives


69











69Total

$
168


$



$



$
168     Fair Value Measurement Using Significant Unobservable Inputs
    (Level 3):Changes toTotal











UnrealizedRealized/





Net Transfers





Gains/Fair Value


Unrealized





Into/


Fair Value


(Losses) onJanuary 1,


Gains/


Net


(Out of)


March 31,


Instruments2009


(Losses)


Settlements


Level 3


2009


Still Held(in millions)Commodity and foreign currency derivatives

$
(156
)

$
(115
)

$
88


$



$
(183
)

$
(96
)Total Level 3 Fair Value

$
(156
)

$
(115
)

$
88


$



$
(183
)

$
(96
)   15.
    DISCONTINUED
    OPERATIONS   48




---



##### Table of Contents



Steering
    and Halfshaft Business
    Form 10-K
    Interiors
    and Closures Business
     49




---



##### Table of Contents



Results
    of Discontinued Operations
    Three MonthsEndedMarch 31,2009


2008(in millions)Sales:Steering Business

$
358


$
569Interiors and Closures Business






241Total sales

$
358


$
810Income (loss) before income taxes (including loss attributable
    to noncontrolling interest and equity income, net of tax)

$
33


$
(55
)Provision for income taxes


(2
)


(4
)Income (loss) from discontinued operations

$
31


$
(59
)Steering Business


31



(77
)Interiors and Closures Business






18     March 31,


December 31,2009


2008(in millions)Current assets:Cash

$
20


$
20Accounts receivable


328



299Inventory


158



152Other current assets


23



24Long-term assets


22



2Assets held for sale

$
551


$
497Current liabilities:Short-term debt

$
37


$
30Accounts payable


176



174Accrued liabilities


94



68Other long-term liabilities


21



21Liabilities held for sale

$
328


$
293  50




---



##### Table of Contents



Three MonthsEndedMarch 31,2009


2008(in millions)(Gain) charge related to assets held for sale

$
(20
)

$
7Pension and other postretirement benefit expenses


1



11U.S. employee workforce transition program charges






1Changes in net operating assets


19



35Total

$



$
54Steering Business






24Interiors and Closures Business






30   16.
    OTHER
    INCOME (EXPENSE), NET    Three MonthsEndedMarch 31,2009


2008(in millions)Interest income

$
3


$
13Other, net


6



6Other income, net

$
9


$
19   17.
    ACQUISITIONS
    AND DIVESTITURES    Automotive
    Holdings Group Segment
  Bearings Business Product Sale
  North American Brake Product Asset
    Sale
 51




---



##### Table of Contents



Global Suspension and Brakes Business
    Sale
  Powertrain Systems Segment
  Global Exhaust Business Sale
  Catalyst Product Line Sale
  Electronics
    and Safety Segment
  Held-For-Sale Gain
  18.
    SEGMENT
    REPORTING   52




---



##### Table of Contents




    Electronics and Safety, which includes audio, entertainment and
    communications, safety systems, body controls and security
    systems, displays, mechatronics and power electronics, as well
    as advanced development of software and silicon.
    Powertrain Systems, which includes extensive systems integration
    expertise in gasoline, diesel and fuel handling and full
    end-to-end systems including fuel injection, combustion,
    electronics controls, exhaust handling, and test and validation
    capabilities.
    Electrical/Electronic Architecture, which includes complete
    electrical architecture and component products.
    Thermal Systems, which includes Heating, Ventilating and Air
    Conditioning (HVAC) systems, components for multiple
    transportation and other adjacent markets, and powertrain
    cooling and related technologies.
    Automotive Holdings Group, which includes various non-core
    product lines and plant sites that do not fit Delphis
    future strategic framework.
    Corporate and Other, which includes the Product and Service
    Solutions business which is comprised of independent
    aftermarket, diesel aftermarket, original equipment service and
    medical systems, in addition to the expenses of corporate
    administration, other expenses and income of a non-operating or
    strategic nature, and the elimination of inter-segment
    transactions and charges related to U.S. employee workforce
    transition programs.       53




---



##### Table of Contents



Electrical/





AutomotiveElectronics


Powertrain


Electronic


Thermal


Holdings


Corporateand Safety


Systems


Architecture


Systems


Group


and Other


Total(in millions)For the Three Months Ended:March 31, 2009Net sales to GM and affiliates

$
164


$
155


$
193


$
124


$
23


$
75


$
734Net sales to other customers


351



413



608



146



93



180



1,791Inter-segment net sales


21



67



23



16



8



(135
)


Total net sales

$
536


$
635


$
824


$
286


$
124


$
120


$
2,525Depreciation and amortization

$
48


$
49


$
47


$
16


$
2


$
10


$
172Operating (loss) income

$
(160
)

$
(139
)

$
(178
)

$
(43
)

$
(15
)

$
1


$
(534
)OIBDAR

$
(91
)

$
(80
)

$
(97
)

$
(25
)

$
(5
)

$
7


$
(291
)Equity (loss) income

$
(4
)

$
(3
)

$
1


$



$
(1
)

$
(1
)

$
(8
)Net income attributable to noncontrolling interest

$



$
1


$
1


$
2


$



$



$
4March 31, 2008Net sales to GM and affiliates

$
349


$
308


$
403


$
296


$
195


$
90


$
1,641Net sales to other customers


818



866



1,137



251



280



259



3,611Inter-segment net sales


48



109



44



27



42



(270
)


Total net sales

$
1,215


$
1,283


$
1,584


$
574


$
517


$
79


$
5,252Depreciation and amortization

$
64


$
68


$
45


$
15


$
14


$
16


$
222Operating (loss) income

$
(80
)

$
(13
)

$
(6
)

$
26


$
(70
)

$
(124
)

$
(267
)OIBDAR

$
27


$
62


$
60


$
45


$
30


$
(70
)

$
154Equity income

$



$
4


$
3


$
2


$
(1
)

$
3


$
11Net income attributable to noncontrolling interest

$



$
6


$
4


$
1


$



$
1


$
12       Electrical/





AutomotiveElectronics


Powertrain


Electronic


Thermal


Holdings


Corporateand Safety


Systems


Architecture


Systems


Group


and Other


Total(in millions)For the Three Months EndedMarch 31, 2009:Operating income (loss)

$
(160
)

$
(139
)

$
(178
)

$
(43
)

$
(15
)

$
1


$
(534
)Depreciation and amortization


48



49



47



16



2



10



172Transformation and rationalization charges:Employee termination benefits and other exit costs


17



5



32



2



9



(6
)


59Other transformation and rationalization costs


4



5



2







(1
)


(1
)


9Discontinued operations






















3



3OIBDAR

$
(91
)

$
(80
)

$
(97
)

$
(25
)

$
(5
)

$
7


$
(291
)  54




---



##### Table of Contents



Electrical/





AutomotiveElectronics


Powertrain


Electronic


Thermal


Holdings


Corporateand Safety


Systems


Architecture


Systems


Group


and Other


Total(in millions)For the Three Months EndedMarch 31, 2008:Operating income (loss)

$
(80
)

$
(13
)

$
(6
)

$
26


$
(70
)

$
(124
)

$
(267
)Depreciation and amortization


64



68



45



15



14



16



222Transformation and rationalization charges:U.S. employee workforce transition program charges






















36



36Employee termination benefits and other exit costs


28



4



13



3



43







91Loss on divestitures


















30







30Other transformation and rationalization costs


15



3



8



1



5



27



59Discontinued operations


















8



(25
)


(17
)OIBDAR

$
27


$
62


$
60


$
45


$
30


$
(70
)

$
154     19.
    SUBSEQUENT
    EVENTS    Anaheim
    Land Sale
    Accommodation
    Agreement
   55




---



##### Table of Contents



20.
    DEBTORS
    CONDENSED COMBINED FINANCIAL STATEMENTS  Basis of
    Presentation
  Condensed Combined
    Debtors-in-Possession
    Financial Statements non-Debtor SOP 90-7.
  Intercompany Transactions Debtors-in-Possession
  Contractual Interest Expense and Interest Expense on
    Unsecured Claims SOP 90-7.
  Income Tax Benefit
   56




---



##### Table of Contents



Assets
  March 31,


December 31,2009


2008(in millions)Taxes other than income

$
10


$
10Prepaid insurance and other expenses


64



70Deposits to vendors


34



36Debt issuance costs


37



56Other


15



32Total

$
160


$
204     March 31,


December 31,2009


2008(in millions)Long-term notes receivable

$
19


$
21Income taxes receivable


45



45Goodwill


37



37Intangible assets


16



18Deferred charges


10



10Other investments


16



22Other


74



67Total

$
217


$
220   Liabilities
  March 31,


December 31,2009


2008(in millions)Payroll related obligations

$
38


$
39Employee benefits, including current pension obligations


80



84Taxes other than income


33



36Warranty obligations


74



74U.S. employee workforce transition program


105



115Employee termination benefits and other exit costs


80



81Interest on prepetition claims


415



415Working capital backstop  Steering Business


210



210Other


182



264Total

$
1,217


$
1,318  57




---



##### Table of Contents



March 31,


December 31,2009


2008(in millions)Workers compensation

$
311


$
325Environmental


86



90Extended disability benefits


61



60Warranty


116



130Other long-term debt


19



20Other


130



131Total

$
723


$
756   Assets Held for Sale
 58




---



##### Table of Contents



CONDENSED
    COMBINED
    DEBTORS-IN-POSSESSION
    STATEMENTS OF OPERATIONS (Unaudited)
    (Non-filed entities, principally
    non-U.S.
    subsidiaries, excluded from consolidated Debtor group)
  Three MonthsEndedMarch 312009


2008(in millions)Net sales

$
1,029


$
2,328Operating expenses:Cost of sales, excluding items listed below


1,268



2,489Depreciation and amortization


83



115Selling, general and administrative


132



225Total operating expenses


1,483



2,829Operating loss


(454
)


(501
)Interest expense (contractual interest expense for the three
    months ended March 31, 2009 and 2008 was
    $161 million and $113 million, respectively)


(131
)


(95
)Other expense, net


(4
)


Reorganization items, net


1,159



(100
)Income (loss) from continuing operations before income tax
    expense and equity income


570



(696
)Income tax benefit (expense)


52



(3
)Income (loss) from continuing operations before equity income


622



(699
)Equity (loss) income from non-consolidated affiliates, net of tax


(7
)


7Income (loss) from continuing operations before discontinued
    operations and equity income from non-Debtor affiliates


615



(692
)Income (loss) from discontinued operations, net of tax


25



(82
)Equity (loss) income from non-Debtor affiliates, net of tax


(88
)


185Net income (loss)


552



(589
)Net income (loss) attributable to noncontrolling interest






Net income (loss) attributable to Delphi

$
552


$
(589
)  59




---



##### Table of Contents



CONDENSED
    COMBINED
    DEBTORS-IN-POSSESSION
    BALANCE SHEET
    (Non-filed entities, principally
    non-U.S.
    subsidiaries, excluded from consolidated Debtor group)
  March 31,2009


December 31,(Unaudited)


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

$
61


$
231Restricted cash


410



355Accounts receivable, net:General Motors and affiliates


523



670Other third parties


336



385Non-Debtor affiliates


253



249Notes receivable from non-Debtor affiliates


97



77Inventories, net


471



493Other current assets


160



204Assets held for sale


485



333Total current assets


2,796



2,997Long-term assets:Property, net


1,165



1,182Investments in affiliates


229



251Investments in non-Debtor affiliates


752



1,104Notes receivable from non-Debtor affiliates


1,429



1,429Other long-term assets


217



220Total long-term assets


3,792



4,186Total assets

$
6,588


$
7,183LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities not subject to compromise:Short-term debt

$
3,942


$
3,635Accounts payable


473



551Accounts payable to non-Debtor affiliates


486



535Accrued liabilities


1,217



1,318Liabilities held for sale


262



149Total current liabilities


6,380



6,188Long-term liabilities not subject to compromise:Employee benefits and other


723



756Total long-term liabilities


723



756Liabilities subject to compromise


13,516



14,664Total liabilities


20,619



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


(14,031
)


(14,425
)Noncontrolling interest






Total stockholders deficit


(14,031
)


(14,425
)Total liabilities and stockholders deficit

$
6,588


$
7,183  60




---



##### Table of Contents



CONDENSED
    COMBINED
    DEBTORS-IN-POSSESSION
    STATEMENT OF CASH FLOWS (Unaudited)
    (Non-filed entities, principally
    non-U.S.
    subsidiaries, excluded from consolidated Debtor group)
  Three Months EndedMarch 31,2009


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

$
(369
)

$
(555
)Cash flows from investing activities:Capital expenditures


(45
)


(105
)Proceeds from sale of property


4



11Proceeds from divestitures


1



85Decrease (increase) in restricted cash


(55
)


Proceeds from notes receivable from non-Debtor affiliates






100Other, net


5



(12
)Discontinued operations


(1
)


(38
)Net cash (used in) provided by investing activities


(91
)


41Cash flows from financing activities:Net repayments of borrowings under amended and restated
    debtor-in-possession
    facility


(146
)


Net borrowings under refinanced
    debtor-in-possession
    facility






452Repayments of borrowings under other debt agreements


(1
)


(4
)Issuance costs related to the Accommodation Agreement


(16
)


Net borrowings under GM liquidity support agreements


453



Net cash provided by financing activities


290



448Decrease in cash and cash equivalents


(170
)


(66
)Cash and cash equivalents at beginning of period


231



113Cash and cash equivalents at end of period

$
61


$
47  61




---



##### Table of Contents



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K
 Executive
    Summary of Business      No. 05-44481 debtors-in-possession non-U.S. subsidiaries
   62




---



##### Table of Contents



debtor-in-possession
  Form 10-Q).
  Form 10-Q.
   63




---



##### Table of Contents



Form 10-K Form 10-Q.
  Plan of
    Reorganization and Transformation Plan
  Elements of Transformation Plan
    GM
    Global Settlement Agreement
 64




---



##### Table of Contents



Hourly Pension Plan Settlement Employers Accounting for Settlements and
    Curtailments of Defined Benefit Pension Plans and for
    Termination Benefit
  Hourly Pension Plan Settlement Employers Accounting for Pensions,
  Hourly Plan Freeze and Triggering of Benefit
    Guarantees
  Hourly OPEB Settlement and OPEB Reimbursement from
    GM Employers Accounting for Postretirement
    Benefits Other Than Pensions
  Allowed GM Administrative and General Unsecured
    Claims
 65




---



##### Table of Contents



debtor-in-possession
 66




---



##### Table of Contents



Allowed IUE-CWA and USW Claims
  Special Attrition Programs
  Master Restructuring Agreement
  Existing and Future Business Awards and Related
    Matters
 67




---



##### Table of Contents



Reimbursement of Hourly Labor Costs
  Production Cash Burn Breakeven Reimbursement
  Working Capital Backstop
  Reimbursement of Hourly Workers Compensation and Other
    Benefits UAW-represented
  Accelerated GM North American Payment Terms
 68




---



##### Table of Contents



Amended GSA and Amended MRA  GM Accounts
    Receivable(in millions)Balance at December 31, 2008

$
141GM obligations recognized


175Payments received from GM


(150
)Balance at March 31, 2009

$
166   debtors-in-possession
    GM Obligations Recognized
    January 1, 2009  March 31, 2009(in millions)Amount recognized in pre-tax earnings

$
74Amount recognized in discontinued operations


79Amount of pass-through OPEB reimbursement


19Amount recognized in deferred liability


3Total

$
175   Pensions
       69




---



##### Table of Contents



70




---



##### Table of Contents



Labor
      Portfolio
         71




---



##### Table of Contents



For the ThreeMonths EndedMarch 31,2009


2008(in millions)Employee termination benefits and other exit costs

$
49


$
126U.S. employee workforce transition program charges






37Total

$
49


$
163Core product lines


57



84Non-core product lines


2



43Discontinued operations


(10
)


36   Cost Structure
    Equity Purchase and Commitment Agreement
       72




---



##### Table of Contents



The Plan of Reorganization
  180-day
 73




---



##### Table of Contents



debtor-in-possession Form 10-Q).
   74




---



##### Table of Contents



Overview
    of Performance During the First Quarter of 2009    and/or Form 10-Q.
   75




---



##### Table of Contents



pick-up
   Overview
    of Net Sales and Net Income (Loss)  Three Months Ended March 31,Favorable/2009


2008


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

$
734



29
%

$
1,641



31
%

$
(907
)Other customers


1,791



71
%


3,611



69
%


(1,820
)Total net sales

$
2,525






$
5,252






$
(2,727
)Income (loss) from continuing operations

$
525






$
(519
)





$
1,044Income (loss) from discontinued operations, net of tax


31







(58
)






89Net income (loss)

$
556






$
(577
)





$
1,133       
    $1.2 billion due to the impact of the termination of health
    care and life insurance benefits in retirement to salaried
    employees, retirees and surviving spouses effective
    March 31, 2009 recorded during the three months ended
    March 31, 2009;
    $153 million due to the impact of the Amended GSA and MRA
    recognized in the first quarter of 2009 (refer to
    Note 2. Transformation Plan and Chapter 11 Bankruptcy
    to the consolidated financial statements for more information);
    The absence of $79 million of previously capitalized fees
    paid to potential Investors and their affiliates recorded as
    expense in the first quarter of 2008 as a result of the
    termination of the EPCA;
    $36 million of workforce transition program charges
    recorded during the first quarter of 2008; and 76




---



##### Table of Contents




    $30 million related to the loss on sale of Delphis
    global bearings business in the Automotive Holdings Group
    segment recorded during the first quarter of 2008.    SFAS 157
    Fair Value Measurement of Derivative Instruments
  Fair Value Measurements,
    and/or
   77




---



##### Table of Contents



Consolidated
    Results of Operations  Three
    Months Ended March 31, 2009 versus Three Months Ended
    March 31, 2008
    Three Months EndedMarch 31,Favorable /2009


2008


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

$
734



29
%

$
1,641



31
%

$
(907
)Other customers


1,791



71
%


3,611



69
%


(1,820
)Total net sales

$
2,525






$
5,252






$
(2,727
)Cost of sales


2,632







4,933







2,301Gross margin(a)

$
(107
)


(4.2
)%

$
319



6.1
%

$
(426
)Depreciation and amortization


172







222







50Selling, general and administrative


255







364







109Operating loss

$
(534
)





$
(267
)





$
(267
)Interest expense


(137
)






(110
)






(27
)Other income, net


9







19







(10
)Reorganization items


1,144







(109
)






1,253Income (loss) from continuing operations before income taxes and
    equity income

$
482






$
(467
)





$
949Income tax benefit (expense)


51







(63
)






114Income (loss) from continuing operations before equity income

$
533






$
(530
)





$
1,063Equity (loss) income, net of tax


(8
)






11







(19
)Income from continuing operations

$
525






$
(519
)





$
1,044Income (loss) from discontinued operations, net of tax


31







(58
)






89Net income (loss)


556







(577
)






1,133Net income attributable to noncontrolling interest


4







12







(8
)Net income (loss) attributable to Delphi

$
552






$
(589
)





$
1,141Amounts attributable to DelphiIncome (loss) from continuing operations

$
521






$
(530
)





$
1,051Discontinued operations


31







(59
)






90Net Income (loss) attributable to Delphi

$
552






$
(589
)





$
1,141     (a)
    
    Gross margin is defined as net sales less cost of sales
    (excluding Depreciation and amortization).   78




---



##### Table of Contents



Net Sales
    Three Months EndedMarch 31,



Variance Due To:Volume and





CommodityFavorable/



Contractual





Pass-2009


2008


(Unfavorable)



Price Reductions


FX


Through


Other


Total(dollars in millions)



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

$
734



29
%

$
1,641



31
%

$
(907
)


$
(856
)

$
(60
)

$
(14
)

$
23


$
(907
)Other customers


1,791



71
%


3,611



69
%


(1,820
)



(1,498
)


(312
)


(17
)


7



(1,820
)Total net sales

$
2,525






$
5,252






$
(2,727
)


$
(2,354
)

$
(372
)

$
(31
)

$
30


$
(2,727
)       Operating Results
    Gross Margin.
  Year EndedMarch 31,


Variance Due To:Contractual





EmployeeFavorable/





Price


Operational


Termination2009


2008


(Unfavorable)


Volume


Reductions


Performance


Benefits


Other


Total(dollars in millions)


(dollars in millions)Gross Margin

$
(107
)

$
319


$
(426
)

$
(841
)

$
(34
)

$
341


$
31


$
77


$
(426
)Percentage of Sales


(4.2
)%


6.1
%  79




---



##### Table of Contents




    $74 million recognized in the first quarter of 2009
    due to the impact of the Amended GSA and MRA which became
    effective in September 2008 (refer to Note 2.
    Transformation Plan and Chapter 11 Bankruptcy to the
    consolidated financial statements for more information);
    The absence of $30 million charge related to the loss on
    sale of Delphis global bearings business in the Automotive
    Holdings Group segment recorded during the first quarter
    of 2008; and
    The absence of $36 million of workforce transition program
    charges recorded during the first quarter of 2008.  Depreciation and Amortization.
  Selling, General and Administrative
    Expenses.
  Interest Expense. SOP 90-7
  Other Income and Expense.
  Reorganization Items.
 80




---



##### Table of Contents



Income Taxes. non-U.S. operations. non-U.S. tax
  Equity (Loss) Income.
  Income (Loss) from Discontinued
    Operations.
  Net Income Attributable to Noncontrolling
    Interest.
  Results
    of Operations by Segment
    
    Electronics and Safety, which includes audio, entertainment and
    communications, safety systems, body controls and security
    systems, displays, mechatronics and power electronics, as well
    as advanced development of software and silicon.
    Powertrain Systems, which includes extensive systems integration
    expertise in gasoline, diesel and fuel handling and full
    end-to-end systems including fuel injection, combustion,
    electronics controls, exhaust handling, and test and validation
    capabilities.
    Electrical/Electronic Architecture, which includes complete
    electrical architecture and component products. 81




---



##### Table of Contents




    Thermal Systems, which includes Heating, Ventilating and Air
    Conditioning (HVAC) systems, components for multiple
    transportation and other adjacent markets, and powertrain
    cooling and related technologies.
    Automotive Holdings Group, which includes various non-core
    product lines and plant sites that do not fit Delphis
    future strategic framework.
    The Corporate and Other category includes the expenses of
    corporate administration, other expenses and income of a
    non-operating or strategic nature, elimination of inter-segment
    transactions and charges related to U.S. employee workforce
    transition programs. Additionally, Corporate and Other includes
    the Product and Service Solutions business, which is comprised
    of independent aftermarket, diesel aftermarket, original
    equipment service and medical systems.  wind-downs
      Electrical/





AutomotiveElectronics


Powertrain


Electronic


Thermal


Holdings


Corporateand Safety


Systems


Architecture


Systems


Group


and Other


Total(in millions)For the Three Months Ended March 31, 2009:Operating income (loss)

$
(160
)

$
(139
)

$
(178
)

$
(43
)

$
(15
)

$
1


$
(534
)Depreciation and amortization


48



49



47



16



2



10



172Transformation and rationalization charges:Employee termination benefits and other exit costs


17



5



32



2



9



(6
)


59Other transformation and rationalization costs


4



5



2







(1
)


(1
)


9Discontinued operations






















3



3OIBDAR

$
(91
)

$
(80
)

$
(97
)

$
(25
)

$
(5
)

$
7


$
(291
)     82




---



##### Table of Contents



Electrical/





AutomotiveElectronics


Powertrain


Electronic


Thermal


Holdings


Corporateand Safety


Systems


Architecture


Systems


Group


and Other


Total(in millions)For the Three Months Ended March 31, 2008:Operating income (loss)

$
(80
)

$
(13
)

$
(6
)

$
26


$
(70
)

$
(124
)

$
(267
)Depreciation and amortization


64



68



45



15



14



16



222Transformation and rationalization charges:U.S. employee workforce transition program charges






















36



36Employee termination benefits and other exit costs


28



4



13



3



43







91Loss on divestitures


















30







30Other transformation and rationalization costs


15



3



8



1



5



27



59Discontinued operations


















8



(25
)


(17
)OIBDAR

$
27


$
62


$
60


$
45


$
30


$
(70
)

$
154       Electrical/





AutomotiveElectronics


Powertrain


Electronic


Thermal


Holdings


Corporateand Safety


Systems


Architecture


Systems


Group


and Other


Total(dollars in millions)For the Three Months Ended March 31:2009 Total Net Sales

$
536


$
635


$
824


$
286


$
124


$
120


$
2,5252008 Total Net Sales


1,215



1,283



1,584



574



517



79



5,252(Decrease) Increase

$
(679
)

$
(648
)

$
(760
)

$
(288
)

$
(393
)

$
41


$
(2,727
)For the Three Months Ended March 31:2009 Gross Margin

$
(51
)

$
(26
)

$
(56
)

$
(1
)

$
(7
)

$
34


$
(107
)2008 Gross Margin


67



129



141



77



(31
)


(64
)


319(Decrease) Increase

$
(118
)

$
(155
)

$
(197
)

$
(78
)

$
24


$
98


$
(426
)2009 Gross margin percentage


(9.5
)%


(4.1
)%


(6.8
)%


(0.3
)%


(5.6
)%






(4.2
)%2008 Gross margin percentage


5.5
%


10.1
%


8.9
%


13.4
%


(6.0
)%






6.1
%  83




---



##### Table of Contents



GM Sales by Segment
  Three Months EndedMarch 31,



Variance Due To:Volume andContractualFavorable/



Price


Commodity


Foreign2009


2008


(Unfavorable)



Reductions


Pass-through


Exchange


Other


Total(in millions)



(in millions)Electronics and Safety

$
164


$
349


$
(185
)


$
(173
)

$



$
(12
)

$



$
(185
)Powertrain Systems


155



308



(153
)



(142
)






(11
)






(153
)Electrical/Electronic Architecture


193



403



(210
)



(176
)


(13
)


(20
)


(1
)


(210
)Thermal Systems


124



296



(172
)



(159
)


(1
)


(12
)






(172
)Automotive Holdings Group


23



195



(172
)



(169
)






(3
)






(172
)Corporate and Other


75



90



(15
)



(37
)






(2
)


24



(15
)Total

$
734


$
1,641


$
(907
)


$
(856
)

$
(14
)

$
(60
)

$
23


$
(907
)   
    Corporate and Other includes $25 million of Keep Site
    Facilitation reimbursements recognized in the first quarter
    of 2009 as a result of the Amended GSA and MRA which became
    effective in September 2008 (refer to Note 2.
    Transformation Plan and Chapter 11 Bankruptcy to the
    consolidated financial statements for more information.)
    Decrease in volume includes the impact of exiting non-core
    businesses totaling approximately $155 million in the
    Automotive Holdings Group segment.
    Foreign exchange fluctuations are primarily related to the Euro,
    Brazilian Real, British Pound, Korean Won, Chinese Renmenbi, and
    the Polish Zloty.  Other Customer and Inter-segment Sales by Segment
  Three Months EndedMarch 31,



Variance Due To:Volume andContractualFavorable/



Price


Commodity


Foreign2009


2008


(Unfavorable)



Reductions


Pass-through


Exchange


Other


Total(in millions)



(in millions)Electronics and Safety

$
372


$
866


$
(494
)


$
(423
)

$



$
(72
)

$
1


$
(494
)Powertrain Systems


480



975



(495
)



(370
)






(125
)






(495
)Electrical/Electronic Architecture


631



1,181



(550
)



(470
)


(17
)


(63
)






(550
)Thermal Systems


162



278



(116
)



(97
)






(20
)


1



(116
)Automotive Holdings Group


101



322



(221
)



(212
)






(14
)


5



(221
)Corporate and Other


45



(11
)


56




74







(18
)






56Total

$
1,791


$
3,611


$
(1,820
)


$
(1,498
)

$
(17
)

$
(312
)

$
7


$
(1,820
)   
    Decrease in volume includes the impact of exiting non-core
    businesses in the Automotive Holdings Group segment of
    $74 million.
    Foreign exchange fluctuations are primarily related to the Euro,
    Brazilian Real, British Pound, Korean Won, Chinese Renmenbi, and
    the Polish Zloty. 84




---



##### Table of Contents



OIBDAR by Segment
  Three Months EndedMarch 31,



Variance Due To:ContractualFavorable/






Price


Operational2009


2008


(Unfavorable)



Volume


Reductions


Performance


Other


Total(in millions)



(in millions)Electronics and Safety

$
(91
)

$
27


$
(118
)


$
(215
)

$
(11
)

$
102


$
6


$
(118
)Powertrain Systems


(80
)


62



(142
)



(227
)


(6
)


88



3



(142
)Electrical/Electronic Architecture


(97
)


60



(157
)



(224
)


(14
)


87



(6
)


(157
)Thermal Systems


(25
)


45



(70
)



(80
)


(3
)


26



(13
)


(70
)Automotive Holdings Group


(5
)


30



(35
)



(102
)


1



59



7



(35
)Corporate and Other


7



(70
)


77




(94
)


(1
)


31



141



77Total

$
(291
)

$
154


$
(445
)


$
(942
)

$
(34
)

$
393


$
138


$
(445
)     Warranty:
  
    The absence of $28 million in warranty recovery in the
    Thermal Systems segment from an affiliated supplier recognized
    in the first quarter of 2008 related to previously incurred
    warranty costs.  Foreign Exchange:
  
    Foreign currency exchange impact of ($17) million,
    ($18) million, ($2) million, ($1) million and
    $25 million in the Electronics and Safety, Powertrain
    Systems, Electrical/Electronic Architecture, Thermal Systems and
    Corporate and Other segments, respectively.    
    $117 million of decreases in pension and other
    postretirement and postemployment benefit and workers
    compensation costs; and
    $25 million recognized during the first quarter
    of 2009 of Keep Site Facilitation payments as a result of
    the Amended GSA and MRA which became effective in
    September 2008 (refer to Note 2. Transformation Plan
    and Chapter 11 Bankruptcy to the consolidated financial
    statements for more information).   Liquidity
    and Capital Resources  Overview
    of Capital Structure
  Amended and Restated DIP Credit Facility and Accommodation
    Agreement
   85




---



##### Table of Contents



Termination Date of the Accommodation Agreement
   86




---



##### Table of Contents



Requirements of the Accommodation Agreement
       87




---



##### Table of Contents



above-described Form 10-Q).
  Terms of the Amended and Restated DIP Credit Facility and
    Accommodation Agreement
    Borrowings as of


Rates effective as ofMarch 31,


March 31,ABR plus


2009


2009(in millions)Tranche A


5.00%


$
308



9.25%Tranche B


5.00%


$
416



9.25%Tranche C


6.25%


$
2,750



10.50%      88




---



##### Table of Contents



12-month
  debtor-in-possession
   89




---



##### Table of Contents



Advance Agreement and Liquidity Support from General Motors
    and Related Matters
  paid-in-kind
     90




---



##### Table of Contents



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

$
88Receivables transferred


135Proceeds from new securitizations


(201
)Receivables repurchased


(27
)Other


21Ending balance at March 31, 2009

$
16    91




---



##### Table of Contents



Pre-Petition Indebtedness
  Form 10-K
  March 31,


December 31,2009


2008(in millions)Long-term debt subject to compromise:Senior unsecured debt with maturities ranging from 2006 to 2029

$
1,984


$
1,984Junior subordinated notes due 2033


391



391Total long-term debt subject to compromise


2,375



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


3,474



3,620GM liquidity support agreements


453



Accounts receivable factoring and European securitization


130



352Other debt


187



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


4,244



4,174Other long-term debt


61



55Total debt not subject to compromise


4,305



4,229Total outstanding debt

$
6,680


$
6,604   Credit
    Ratings, Stock Listing
    Form 10-Q, Form 10-Q, 1 2 1 8
  Cash
    Flows
  Operating Activities.
 92




---



##### Table of Contents



Investing Activities.
  Financing Activities. debtor-in-possession
  Dividends. debtor-in-possession
 Liquidity
    Outlook     93




---



##### Table of Contents



Form 10-Q).
  Form 10-Q.
     94




---



##### Table of Contents



Litigation
    Commitments and Contingencies   Environmental
    Matters  non-U.S. environmental Form 10-K
   Other   Inflation   95




---



##### Table of Contents



Recently
    Issued Accounting Pronouncements   Significant
    Accounting Policies and Critical Accounting Estimates  Form 10-K
 Forward-Looking
    Statements  Form 10-Q, debtor-in-possession and/or Form 10-K Form 10-Q.
 96




---



##### Table of Contents



forward-looking and/or and/or
  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    ITEM 4.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e))
  Form 10-Q Form 10-K
  Changes
    in Internal Control over Financial Reporting
      Form 10-K
 97




---



##### Table of Contents



PART II.
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS  Form 10-K
    ITEM 1A.
    RISK
    FACTORS  Form 10-K Form 10-K Form 10-Q and/or Form 10-Q.
  We anticipate dramatically lower production volumes
    throughout the second and third quarters of 2009 given the
    recently announced production shutdowns by both GM and Chrysler,
    which will likely result in significantly lower receivables,
    earnings, and a subsequent reduction in cash flow toward the
    beginning of the third quarter. There can be no assurances,
    particularly given the current constraints in the credit
    markets, that we will be able to maintain access to existing
    financing sources or secure additional financing as necessary to
    supplement the loss in liquidity resulting from such
    dramatically lower volumes. The failure to secure supplemental
    liquidity will put increased stress on our ability to continue
    to fund our North American operations, benefit from any recovery
    of volumes when GM, Chrysler and other customers restart
    manufacturing operations and may hinder our ability to remain
    compliant with the financial covenants in our Accommodation
    Agreement. These dramatically lower customer production volumes
    may also require us to temporarily shut down production at many
    of our North American sites.
   98




---



##### Table of Contents



ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  Purchase
    of Equity Securities by the Issuer and Affiliated
    Purchasers
    ITEM 3.
    DEFAULTS
    UPON SENIOR SECURITIES  Form 10-K
  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    ITEM 5.
    OTHER
    INFORMATION   99




---



##### Table of Contents



ITEM 6.
    EXHIBITS  ExhibitNumber

Exhibit Name2(a)

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

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

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

Amended and Restated Bylaws of Delphi Corporation, incorporated
    by reference to Exhibit 99(c) to Delphis Report on Form
    8-K filed October 14, 2005.10(a)

Second Amendment to the Accommodation Agreement, dated as of
    March 31, 2009, incorporated by reference to Exhibit 99(a)
    to Amendment 1 to Delphis Current Report on Form 8-K/A
    filed April 1, 2009.10(b)

Supplemental Second Amendment to the Accommodation Agreement and
    Second Amendment to Amended and Restated Revolving Credit, Term
    Loan and Guaranty Agreement, dated as of  April 3, 2009,
    incorporated by reference to Exhibit 99(a) to Amendment 1 to
    Delphis Current Report on Form 8-K/A filed April
    7, 2009.10(c)

Third Amendment to the Accommodation Agreement, dated as of May
    7, 2009, incorporated by reference to Exhibit 99(a) to
    Delphis Current Report on Form 8-K filed May 8, 2009.31(a)

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

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

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

Certification Pursuant to 18 U.S.C. Section 1350, adopted
    pursuant to Section 906 of the
    Sarbanes-Oxley
    Act of 2002.     *
    
    Management contract or compensatory arrangement**
    
    Portions of this exhibit have been omitted under a request for
    confidential treatment and filed separately with the Securities
    and Exchange Commission 100




---



##### Table of Contents



SIGNATURE    Delphi Corporation
   May 11, 2009

/s/ Thomas S. TimkoThomas S. Timko
    Chief Accounting Officer and Controller  101