##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2008ORo

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

(I.R.S. Employerincorporation or organization)

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
  non-accelerated Rule 12b-2
  þ o o o
  (Do not
    check if a smaller reporting company)
  Rule 12b-2 o þ
    WEBSITE
    ACCESS TO COMPANYS REPORTS
  www.delphi.com Form 10-K, Form 10-Q, Form 8-K,




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##### 



DELPHI
    CORPORATION
  INDEX
  PagePart I  Financial
    InformationItem 1.

Financial StatementsConsolidated Statements of Operations for the
    Three Months Ended March 31, 2008 and 2007 (Unaudited)

3Consolidated Balance Sheets as of March 31,
    2008 (Unaudited) and December 31, 2007

4Consolidated Statements of Cash Flows for the
    Three Months Ended March 31, 2008 and 2007 (Unaudited)

5Consolidated Statements of Comprehensive Loss for
    the Three Months Ended
    March 31, 2008 and 2007 (Unaudited)

6Notes to Consolidated Financial Statements
    (Unaudited)

7Item 2.

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

44Executive Summary of Business

44Overview of Performance During the First Quarter
    of 2008

53Overview of Net Sales and Net Loss

54Consolidated Results of Operations

55Liquidity and Capital Resources

64Liquidity Outlook for 2008

68Litigation Commitments and Contingencies

69Environmental Matters

69Other

69Inflation

69Recently Issued Accounting Pronouncements

70Significant Accounting Policies and Critical
    Accounting Estimates

70Forward-Looking Statements

70Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk

71Item 4.

Controls and Procedures

71Part II  Other
    InformationItem 1.

Legal Proceedings

73Item 1A.

Risk Factors

73Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds

78Item 3.

Defaults Upon Senior Securities

78Item 4.

Submission of Matters to a Vote of Security
    Holders

78Item 5.

Other Information

78Item 6.

Exhibits

79Signature

80Amended and Restated Revolving Credit, Term Loan, and Guaranty AgreementAgreementCertification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906   2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION ITEM 1.
    FINANCIAL STATEMENTS  DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
  Three Months EndedMarch 31,2008


2007(in millions, except per share amounts)Net sales:General Motors and affiliates

$
1,641


$
2,163Other customers


3,611



3,519Total net sales


5,252



5,682Operating expenses:Cost of sales, excluding items listed below


4,897



5,306U.S. employee workforce transition program charges (credit)


36



(6
)Depreciation and amortization


222



233Selling, general and administrative


364



364Total operating expenses


5,519



5,897Operating loss


(267
)


(215
)Interest expense (contractual interest expense for the three
    months ended March 31, 2008 and 2007 was $129 million
    and $124 million, respectively)


(110
)


(90
)Loss on extinguishment of debt






(23
)Other income, net


19



20Reorganization items


(109
)


(39
)Loss from continuing operations before income taxes, minority
    interest and
    equity income


(467
)


(347
)Income tax expense


(63
)


(46
)Loss from continuing operations before minority interest and
    equity income


(530
)


(393
)Minority interest, net of tax


(11
)


(12
)Equity income, net of tax


11



14Loss from continuing operations


(530
)


(391
)Loss from discontinued operations, net of tax


(59
)


(142
)Net loss

$
(589
)

$
(533
)Basic and diluted loss per share:Continuing operations

$
(0.94
)

$
(0.70
)Discontinued operations


(0.10
)


(0.25
)Basic and diluted loss per share

$
(1.04
)

$
(0.95
)    3




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##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED BALANCE SHEETS
  March 31,2008


December 31,(Unaudited)


2007(in millions)ASSETSCurrent assets:Cash and cash equivalents

$
1,310


$
1,036Restricted cash


175



173Accounts receivable, net:General Motors and affiliates


1,226



1,257Other


2,991



2,637Inventories, net:Productive material,
    work-in-process
    and supplies


1,341



1,312Finished goods


503



496Other current assets


592



588Assets held for sale (Note 4)


655



720Total current assets


8,793



8,219Long-term assets:Property, net


3,820



3,863Investments in affiliates


387



387Goodwill


406



397Other


798



801Total long-term assets


5,411



5,448Total assets

$
14,204


$
13,667LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Short-term debt (Note 11)

$
4,212


$
3,495Accounts payable


2,960



2,904Accrued liabilities (Note 8)


2,401



2,281Liabilities held for sale (Note 4)


426



412Total current liabilities


9,999



9,092Long-Term liabilities:Other long-term debt (Note 11)


62



59Employee benefit plan obligations (Note 13)


475



443Other (Note 8)


1,201



1,185Total long-term liabilities


1,738



1,687Liabilities subject to compromise (Note 10)


16,363



16,197Total liabilities


28,100



26,976Commitments and contingencies (Note 18)
    Minority interest


164



163Stockholders deficit:Common stock, $0.01 par value, 1,350 million shares
    authorized, 565 million shares issued in 2008 and 2007


6



6Additional paid-in capital


2,748



2,756Accumulated deficit


(15,690
)


(14,976
)Accumulated other comprehensive loss:Employee benefit plans (Note 13)


(1,721
)


(1,679
)Other


611



446Total accumulated other comprehensive loss


(1,110
)


(1,233
)Treasury stock, at cost (850 thousand and 1.5 million
    shares in 2008 and 2007, respectively)


(14
)


(25
)Total stockholders deficit


(14,060
)


(13,472
)Total liabilities and stockholders deficit

$
14,204


$
13,667    4




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DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
  Three Months EndedMarch 31,2008


2007(in millions)Cash flows from operating activities:Net loss

$
(589
)

$
(533
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


222



233Deferred income taxes


(4
)


3Pension and other postretirement benefit expenses


185



249Equity income


(11
)


(14
)Reorganization items


109



39U.S. employee workforce transition program charges (credit)


36



(6
)Loss on extinguishment of debt






23Loss on assets held for sale


30



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


(395
)


(574
)Inventories, net


(50
)


(3
)Other assets


18



(55
)Accounts payable


176



304Accrued and other long-term liabilities


108



131Other, net


37



(21
)U.S. employee workforce transition program payments


(71
)


(481
)U.S. employee workforce transition program reimbursement by GM






264Pension contributions


(68
)


(92
)Other postretirement benefit payments


(66
)


(40
)Net payments for reorganization items


(16
)


(30
)Dividends from equity investments


5



Discontinued operations (Note 4)


54



189Net cash used in operating activities


(290
)


(414
)Cash flows from investing activities:Capital expenditures


(255
)


(178
)Proceeds from sale of property


21



10Proceeds from sale of
    non-U.S.
    trade bank notes


62



36Proceeds from divestitures, net


87



Increase in restricted cash


(2
)


Other, net


3



(10
)Discontinued operations


(70
)


(14
)Net cash used in investing activities


(154
)


(156
)Cash flows from financing activities:Proceeds from refinanced
    debtor-in-possession
    facility, net of issuance cost






2,739Repayments of borrowings under
    debtor-in-possession
    facility






(250
)Repayments of borrowings under prepetition term loan facility






(988
)Repayments of borrowings under prepetition revolving credit
    facility






(1,508
)Net borrowings under refinanced
    debtor-in-possession
    facility


452



327Net borrowings under other debt agreements


210



62Dividend payments of consolidated affiliates to minority
    shareholders


(7
)


(7
)Discontinued operations


11



Net cash provided by financing activities


666



375Effect of exchange rate fluctuations on cash and cash equivalents


52



12Increase (decrease) in cash and cash equivalents


274



(183
)Cash and cash equivalents at beginning of period


1,036



1,608Cash and cash equivalents at end of period

$
1,310


$
1,425    5




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DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
    (Unaudited)
  Three Months EndedMarch 31,2008


2007(in millions)Net loss

$
(589
)

$
(533
)Other comprehensive income:Currency translation adjustments, net of tax


69



26Net change in unrecognized gain on derivative instruments, net
    of tax


96



3Employee benefit plans adjustment, net of tax


(30
)


Other comprehensive income


135



29Comprehensive loss

$
(454
)

$
(504
)    6




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##### Table of Contents



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




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##### Table of Contents



Going Concern debtor-in-possession debtors-in-possession
  Contractual Interest Expense and Interest Expense on
    Unsecured Claims SOP 90-7.
  Use of Estimates
  Valuation of Long-Lived
    Assets
 8




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##### Table of Contents



Discontinued Operations Accounting for the Impairment or Disposal of Long-Lived
    Assets
  non-U.S. operations non-U.S. operations non-U.S. pension
    Recently Issued Accounting
    Pronouncements Fair Value Measurements
 9




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##### Table of Contents



Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans-an amendment of FASB Statements
    No. 87, 88, 106, and 132(R)
  The Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  An Amendment of ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities  an Amendment of FASB
    Statement 133 Accounting for Derivative Instruments and
    Hedging Activities;
  SOP 90-7-1 SOP 90-7-1), An Amendment of AICPA Statement of Position
    90-7 SOP 90-7-1 Position 90-7, Financial Reporting by Entities in Reorganization under the
    Bankruptcy Code SOP 90-7-1
 10




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##### Table of Contents



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




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GM
    
    Most obligations set forth in the GSA are to be performed upon
    the occurrence of the effective date of the Amended Plan or as
    soon as reasonably possible thereafter. By contrast, resolution
    of most of the matters addressed in the MRA will require a
    significantly longer period that will extend for a number of
    years after confirmation of the Amended Plan.
    GMs obligations under the GSA and MRA are conditioned
    upon, among other things, Delphis consummation of the
    Amended Plan, including payment of amounts to settle GM claims
    as outlined below.      
    GM will assume approximately $7 billion of certain
    post-retirement benefits for certain of the Companys
    active and retired hourly employees, including health care and
    life insurance;
    Delphi will freeze its Delphi Hourly-Rate Employees Pension Plan
    as soon as practicable following the effective date of the
    Amended Plan, as provided in the union settlement agreements,
    and GMs Hourly Pension Plan will become responsible for
    certain future costs related to the Delphi Hourly-Rate Employees
    Pension Plan;
    Delphi will transfer certain assets and liabilities of its
    Delphi Hourly-Rate Employees Pension Plan to the GM Hourly-Rate
    Employee Pension Plan, as set forth in the union settlement
    agreements; 12




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##### Table of Contents




    Shortly after the effectiveness of the Amended Plan, GM will
    receive an interest bearing note from Delphi in the amount of
    $1.5 billion which is expected to be paid promptly
    following effectiveness;
    GM will make significant contributions to Delphi to fund various
    special attrition programs, consistent with the provisions of
    the U.S. labor agreements; and
    GM and certain related parties and Delphi and certain related
    parties will exchange broad, global releases (which will not
    apply to certain surviving claims as set forth in the GSA).    
    The scope of existing business awards, related pricing
    agreements, and extensions of certain existing supply
    agreements, including GMs ability to move production to
    alternative suppliers, and reorganized Delphis rights to
    bid and qualify for new business awards;
    GM will make significant, ongoing contributions to Delphi and
    reorganized Delphi to reimburse the Company for labor costs in
    excess of $26 per hour, excluding certain costs, including
    hourly pension and other postretirement benefit contributions
    provided under the Supplemental Wage Agreement, at specified UAW
    manufacturing facilities retained by Delphi;
    GM and Delphi have agreed to certain terms and conditions
    concerning the sale of certain of Delphis non-core
    businesses;
    GM and Delphi have agreed to certain additional terms and
    conditions if certain of Delphis businesses and facilities
    are not sold or wound down by certain future dates (as defined
    in the MRA); and
    GM and Delphi have agreed to the treatment of certain contracts
    between Delphi and GM arising from Delphis separation from
    GM and other contracts between Delphi and GM.    Portfolio
     13




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Cost Structure
    Pensions
       14




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The Amended Plan of Reorganization
     15




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##### Table of Contents



Equity Purchase and Commitment Agreement
             16




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Form 10-K Form 10-Q.
 17




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##### Table of Contents



Basis of
    Presentation
  Condensed Combined
    Debtors-in-Possession
    Financial Statements  SOP 90-7.
  Intercompany Transactions 
  Contractual Interest Expense and Interest Expense on
    Unsecured Claims SOP 90-7.
  U.S. Employee Workforce Transition
    Programs
  Assets Held for Sale 
 18




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CONDENSED
    COMBINED
    DEBTORS-IN-POSSESSION
    STATEMENTS OF OPERATIONS (Unaudited)
    (Non-filed entities, principally
    non-U.S.
    subsidiaries, excluded from consolidated Debtor group)
  Three Months EndedMarch 312008


2007(in millions)Net sales

$
2,328


$
3,287Operating expenses:Cost of sales, excluding items listed below


2,453



3,322U.S. employee workforce transition program charges (credit)


36



(6
)Depreciation and amortization


115



137Selling, general and administrative


225



236Total operating expenses


2,829



3,689Operating loss


(501
)


(402
)Interest expense (contractual interest expense for the three
    months ended March 31, 2008 and 2007 was
    $113 million and $112 million, respectively)


(95
)


(79
)Loss on extinguishment of debt






(23
)Other income, net






12Reorganization items, net


(100
)


(31
)Loss from continuing operations before income tax expense and
    equity income


(696
)


(523
)Income tax expense


(3
)


(4
)Loss from continuing operations before equity income


(699
)


(527
)Equity income from non-consolidated affiliates, net of tax


7



14Loss from continuing operations before discontinued operations
    and equity income from non-Debtor affiliates


(692
)


(513
)Loss from discontinued operations, net of tax


(82
)


(123
)Equity income from non-Debtor affiliates, net of tax


185



103Net loss

$
(589
)

$
(533
)  19




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##### Table of Contents



CONDENSED
    COMBINED
    DEBTORS-IN-POSSESSION
    BALANCE SHEET
    (Non-filed entities, principally
    non-U.S.
    subsidiaries, excluded from consolidated Debtor group)
  March 31,2008


December 31,(Unaudited)


2007(in millions)ASSETSCurrent assets:Cash and cash equivalents

$
47


$
113Restricted cash


125



125Accounts receivable, net:General Motors and affiliates


900



972Other third parties


708



623Non-Debtor affiliates


245



250Notes receivable from non-Debtor affiliates


449



278Inventories, net:Productive material,
    work-in-process
    and supplies


639



652Finished goods


156



171Other current assets


342



385Assets held for sale


422



475Total current assets


4,033



4,044Long-term assets:Property, net


1,347



1,446Investments in affiliates


329



331Investments in non-Debtor affiliates


2,067



3,267Goodwill


152



152Notes receivable from non-Debtor affiliates


1,172



Other


487



512Total long-term assets


5,554



5,708Total assets

$
9,587


$
9,752LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities not subject to compromise:Notes payable and secured debt in default

$
3,231


$
2,782Accounts payable


898



1,007Accounts payable to non-Debtor affiliates


654



689Accrued liabilities


1,275



1,328Liabilities held for sale


193



167Total current liabilities


6,251



5,973Debtor-in-possession
    financing


23



24Employee benefit plan obligations and other


932



951Total long-term liabilities


955



975Liabilities subject to compromise


16,441



16,276Total liabilities


23,647



23,224Stockholders deficit:Total stockholders deficit


(14,060
)


(13,472
)Total liabilities and stockholders deficit

$
9,587


$
9,752  20




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##### 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 31,2008


2007(in millions)Cash flows from operating activities:Net cash used in operating activities

$
(555
)

$
(513
)Cash flows from investing activities:Capital expenditures


(105
)


(64
)Proceeds from sale of property


11



5Proceeds from divestitures


85



Proceeds from notes receivable from non-Debtor affiliates


100



Other, net


(12
)


(4
)Discontinued operations


(38
)


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


41



(66
)Cash flows from financing activities:Proceeds from refinanced
    debtor-in-possession
    facility, net of issuance cost






2,739Repayments of borrowings from
    debtor-in-possession
    facility






(250
)Repayments of borrowings under prepetition term loan facility






(988
)Repayments of borrowings from prepetition revolving credit
    facility






(1,508
)Net borrowings under refinanced
    debtor-in-possession
    facility


452



327Repayments of borrowings under other debt agreements


(4
)


(4
)Net cash provided by financing activities


448



316Decrease in cash and cash equivalents


(66
)


(263
)Cash and cash equivalents at beginning of period


113



376Cash and cash equivalents at end of period

$
47


$
113   3.
    REORGANIZATION
    ITEMS  SOP 90-7
  Three Months EndedMarch 31,2008


2007(in millions)Professional fees directly related to reorganization

$
29


$
43Interest income


(2
)


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


79



Other


3



Total Reorganization Items

$
109


$
39  21




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4.
    DISCONTINUED
    OPERATIONS    Steering
    and Halfshaft Business
  and/or and/or
    Interiors
    and Closures Business
     22




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Three Months EndedMarch 31,2008


2007(in millions)Sales:Steering Business

$
569


$
681Interiors and Closures Business


241



312Total sales

$
810


$
993Loss before income taxes (including minority interest and equity
    income, net of tax)

$
(55
)

$
(139
)Provision for income taxes


(4
)


(3
)Loss from discontinued operations

$
(59
)

$
(142
)Steering Business


(77
)


(154
)Interiors and Closures Business


18



12
     March 31,


December 31,2008


2007(in millions)Current assets:Cash

$
45


$
49Accounts receivable


444



411Inventory


155



188Other current assets


10



8Long term assets:Property, net






48Other long-term assets


1



16Assets held for sale

$
655


$
720Steering Business


655



594Interiors and Closures Business






126Current liabilities:Accounts payable

$
265


$
271Accrued liabilities


63



53Short term debt


57



49Other long-term liabilities


22



14Minority interest


19



25Liabilities held for sale

$
426


$
412Steering Business


426



392Interiors and Closures Business






20
  23




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Three Months EndedMarch 31,2008


2007(in millions)Charge related to assets held for sale

$
7


$
Long lived asset impairment charges






154Pension and other postretirement benefit expenses


11



20U.S. employee workforce transition program charges


1



Changes in net operating assets


35



15Total

$
54


$
189Steering Business


24



181Interiors and Closures Business


30



8   5.
    DIVESTITURES    North
    American Brake Product Asset Sale
    Bearings
    Business Product Sale
    U.S.
    Suspensions Asset Sale
   24




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##### Table of Contents



Catalyst
    Product Line Sale
    6.
    EMPLOYEE
    TERMINATION BENEFITS AND OTHER EXIT COSTS      (1)
    Realignment of existing manufacturing capacity and closure of
    facilities and other exit or disposal activities, as it relates
    to executing the Companys strategy in the normal course of
    business.(2)
    Transformation plan activities, which support the Companys
    overall transformation initiatives announced in 2006, including
    selling or winding down non-core product lines, transforming its
    salaried workforce to reduce general and administrative
    expenses, and modifying labor agreements with its principal
    unions in the U.S.    Three Months EndedMarch 31,Segment

2008


2007(in millions)Electronics & Safety

$
28


$
2Powertrain Systems


4



1Electrical/Electronic Architecture


13



31Thermal Systems


3



3Automotive Holdings Group


43



44Corporate and Other






4Continuing Operations


91



85Discontinued Operations


35



34Total

$
126


$
119Cost of sales


86



82Selling, general and administrative expenses


5



3Loss from discontinued operations


35



34  25




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##### 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, Delphis
    Electronics & 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 & Safety,
    Electrical / Electronic Architecture segment
    (E&EA), 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 & Safety,
    Powertrain Systems, E&EA and Automotive Holdings Group
    segments.    
    Realignment of existing manufacturing capacity and closure of
    facilities.As part of Delphis ongoing
    efforts to lower costs and operate efficiently, the E&EA
    segment announced an involuntary employee separation package due
    to a planned closure of a manufacturing facility in France for
    approximately $11 million.
    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
    $61 million related to the closure of a manufacturing
    facility in Cadiz, Spain during the first quarter of 2007, of
    which $31 million related to the Automotive Holdings Group
    segment and $30 million related to the Steering Business,
    which is recorded in loss from discontinued operations. As a
    part of an effort to transform its salaried workforce and reduce
    general and administrative expenses, Delphi identified certain
    salaried employees, primarily in North America, during the first
    quarter of 2007 for involuntary separation, and incurred
    $23 million in related employee termination benefits in the
    Powertrain Systems, E&EA, and Automotive Holdings Group
    segments.  7.
    WEIGHTED
    AVERAGE SHARES      Three Months EndedMarch 31,2008


2007(in thousands)Weighted average shares outstanding


563,646



561,782Effect of dilutive securities






Diluted shares outstanding


563,646



561,782  26




---



##### Table of Contents



Three Months EndedMarch 31,2008


2007(in thousands)Anti-dilutive securities


66,696



81,206   8.
    LIABILITIES    March 31,


December 31,2008


2007(in millions)Payroll related obligations

$
278


$
238Employee benefits, including current pension obligations


172



185Accrued income taxes


155



92Taxes other than income


204



157Warranty obligations (Note 9)


240



244U.S. employee workforce transition program (Note 12)


192



234Manufacturing plant rationalization


253



259Interest on prepetition claims


425



411Other


482



461Total

$
2,401


$
2,281     March 31,


December 31,2008


2007(in millions)Workers compensation

$
326


$
328Environmental


88



112U.S. employee workforce transition program (Note 12)


131



148Extended disability benefits


73



72Warranty obligations (Note 9)


314



315Other


269



210Total

$
1,201


$
1,185   9.
    WARRANTY
    OBLIGATIONS   27




---



##### Table of Contents



March 31,2008(in millions)Accrual balance at beginning of year

$
559Provision for estimated warranties issued during the period


17Provision for changes in estimate for preexisting warranties


13Settlements made during the period (in cash or in kind)


(45
)Foreign currency translation and other


10Accrual balance at end of period

$
554     10.
    LIABILITIES
    SUBJECT TO COMPROMISE    and/or
 28




---



##### Table of Contents



SOP 90-7
  :
  March 31,


December 31,2008


2007(in millions)Pension obligations.

$
3,319


$
3,329Postretirement obligations other than pensions, including
    amounts payable to GM


9,002



8,786Debt and notes payable


1,984



1,984Accounts payable


738



744Junior subordinated notes due 2033


391



391GM claim for U.S. employee workforce transition programs


312



312Securities & ERISA litigation liability (Note 18)


351



351Other


266



300Total Liabilities Subject to Compromise

$
16,363


$
16,197   11.
    DEBT     29




---



##### Table of Contents



12-month debtor-in-possession Form 10-K
      12.
    U.S.
    EMPLOYEE WORKFORCE TRANSITION PROGRAMS  Form 10-K
 30




---



##### Table of Contents



EITF 88-23, Lump-Sum Payments under Union Contracts,
    U.S. Employee Workforce Transition Program Liability

(in millions)Balance at December 31, 2007

$
382U.S. employee workforce transition program charges


16Buy-down wage liability adjustment


3Payments


(71
)Pension and other postretirement benefits (Note 13)


(9
)Accretion and other


2Balance at March 31, 2008

$
323       U.S. Employee Workforce Transition Program Buydown Wage
    Asset

(in millions)Balance at December 31, 2007

$
301Buy-down wage asset adjustment


3Amortization expense


(21
)Balance at March 31, 2008

$
283    31




---



##### Table of Contents



13.
    PENSION
    AND OTHER POSTRETIREMENT BENEFITS  non-U.S. subsidiaries non-U.S. plans
  non-U.S. subsidiaries non-U.S. other
  non-U.S. salaried non-U.S. salaried
  OtherPostretirementPension Benefits


BenefitsU.S. Plans


Non-U.S. PlansThree Months Ended March 31,2008


2007


2008


2007


2008


2007(in millions)Service cost (a)

$
41


$
48


$
11


$
12


$
7


$
21Interest cost


213



212



23



20



137



135Expected return on plan assets


(218
)


(216
)


(23
)


(20
)






Settlements










11



30







Amortization of prior service costs


7



14



1



1



(27
)


(25
)Amortization of actuarial losses


5



25



6



8



11



19Net periodic benefit cost

$
48


$
83


$
29


$
51


$
128


$
150     (a)
    
    Includes $9 million and $15 million for the three
    month periods ended March 31, 2008 and 2007, respectively,
    of costs previously accrued related to the U.S. employee
    workforce transition programs. 32




---



##### Table of Contents



U.S. Retiree

Non-U.S.Medical Plans

Pension Plans

TotalIncrease/(Decrease)(in millions)Pension and other postretirement benefit liabilities

$
132


$
7


$
139Accumulated deficit as of January 1, 2008

$
117


$
12


$
129Accumulated other comprehensive loss as of January 1, 2008

$
15


$
(5
)

$
10         14.
    DERIVATIVES
    AND HEDGING ACTIVITIES   33




---



##### Table of Contents



March 31,


December 31,2008


2007(in millions)Current assets

$
85


$
40Non-current assets


18



13Total assets

$
103


$
53Current liabilities

$
35


$
24Non-current liabilities


7



Total liabilities

$
42


$
24       15.
    FAIR
    VALUE MEASUREMENTS  Fair Value Measurements.
  No. 157-2, (FSP 157-2)
 34




---



##### Table of Contents




    Level 1:  Observable inputs such as quoted
    prices in active markets;
    Level 2:  Inputs, other than quoted prices
    in active markets, that are observable either directly or
    indirectly; and
    Level 3:  Unobservable inputs in which
    there is little or no market data, which require the reporting
    entity to develop its own assumptions.    a.
    Market approach:Prices and other relevant information
    generated by market transactions involving identical or
    comparable assets or liabilities.b.
    Cost approach:Amount that would be required to replace
    the service capacity of an asset (replacement cost).c.
    Income approach:Techniques to convert future amounts to
    a single present amount based upon market expectations
    (including present value techniques, option-pricing and excess
    earnings models).    Fair Value Measurements Using:Quoted Prices


Significant Other


Significantin Active


Observable


UnobservableTotal as of


Markets


Inputs


InputsMarch 31, 2008


Level 1


Level 2


Level 3(in millions)Available for sale securities

$
2


$
2


$



$
Commodity derivatives


83







83



Foreign currency derivatives


20







20



Total

$
105


$
2


$
103


$
     Fair Value Measurements Using:Quoted Prices

Significant Other

Significantin Active

Observable

UnobservableTotal as of

Markets

Inputs

InputsMarch 31, 2008

Level 1

Level 2

Level 3(in millions)Foreign currency derivatives

$
42


$



$
42


$
      35




---



##### Table of Contents



16.
    OTHER
    INCOME (EXPENSE), NET    Three Months EndedMarch 31,2008


2007(in millions)Interest income

$
13


$
15Other, net


6



5Other income, net

$
19


$
20   17.
    SEGMENT
    REPORTING    
    Electronics and Safety, which includes audio, entertainment and
    communications, safety systems, body controls and security
    systems, displays, mechatronics and power electronics, as well
    as advanced development of software and silicon.
    Powertrain Systems, which includes extensive systems integration
    expertise in gasoline, diesel and fuel handling and full
    end-to-end systems including fuel injection, combustion,
    electronic 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.         36




---



##### 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, 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
)Equity income

$



$
4


$
3


$
2


$
(1
)

$
3


$
11Minority interest

$



$
(6
)

$
(4
)

$
(1
)

$



$



$
(11
)March 31, 2007Net sales to GM and affiliates

$
407


$
414


$
442


$
369


$
423


$
108


$
2,163Net sales to other customers


825



905



969



227



345



248



3,519Inter-segment net sales


67



127



45



36



51



(326
)


Total net sales

$
1,299


$
1,446


$
1,456


$
632


$
819


$
30


$
5,682Depreciation and amortization

$
70


$
72


$
45


$
13


$
13


$
20


$
233Operating income (loss)

$
47


$
(34
)

$
(5
)

$
1


$
(63
)

$
(161
)

$
(215
)Equity income

$



$
4


$
4


$
1


$
2


$
3


$
14Minority interest

$



$
(9
)

$
(7
)

$
2


$



$
2


$
(12
)   18.
    COMMITMENTS
    AND CONTINGENCIES  Shareholder
    Lawsuits
     37




---



##### Table of Contents



38




---



##### Table of Contents



Form 8-K
           39




---



##### Table of Contents



and/or
    Ordinary
    Business Litigation
            Environmental
    Matters
  non-U.S. environmental
 40




---



##### Table of Contents



41




---



##### Table of Contents



Other
    19.
    SUBSEQUENT
    EVENTS      
    Increases the interest rate on the facilities,
    Increases the undrawn revolver fees,
    Adds a LIBOR floor to the Tranche B and Tranche C Term
    Loans,
    Modifies the borrowing base definition and limits availability
    to draw additional amounts under the Revolving Facility, under
    certain conditions as defined,
    Sets Global EBITDAR covenant levels for the extension period,
    Modifies the allowable junior liens, and
    Allows Delphi to enter into an agreement with GM as described
    below.    paid-in-kind
 42




---



##### Table of Contents



43




---



##### 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
   44




---



##### Table of Contents



Form 10-Q, Form 10-K debtors-in-possession
       45




---



##### Table of Contents



and/or Form 10-Q Form 10-K
      Plan of
    Reorganization and Transformation Plan
  Elements of Transformation Plan
    Labor
   46




---



##### Table of Contents



GM
    
    Most obligations set forth in the GSA are to be performed upon
    the occurrence of the effective date of the Amended Plan or as
    soon as reasonably possible thereafter. By contrast, resolution
    of most of the matters addressed in the MRA will require a
    significantly longer period that will extend for a number of
    years after confirmation of the Amended Plan.
    GMs obligations under the GSA and MRA are conditioned
    upon, among other things, Delphis consummation of the
    Amended Plan, including payment of amounts to settle GM claims
    as outlined below.      
    GM will assume approximately $7 billion of certain
    post-retirement
    benefits for certain of the Companys active and retired
    hourly employees, including health care and life insurance;
    Delphi will freeze its Delphi
    Hourly-Rate
    Employees Pension Plan as soon as practicable following the
    effective date of the Amended Plan, as provided in the union
    settlement agreements, and GMs Hourly 47




---



##### Table of Contents



Pension Plan will become responsible for certain future costs
    related to the Delphi
    Hourly-Rate
    Employees Pension Plan;  
    Delphi will transfer certain assets and liabilities of its
    Delphi
    Hourly-Rate
    Employees Pension Plan to the GM
    Hourly-Rate
    Employee Pension Plan, as set forth in the union settlement
    agreements;
    Shortly after the effectiveness of the Amended Plan, GM will
    receive an interest bearing note from Delphi in the amount of
    $1.5 billion which is expected to be paid promptly
    following effectiveness;
    GM will make significant contributions to Delphi to fund various
    special attrition programs, consistent with the provisions of
    the U.S. labor agreements; and
    GM and certain related parties and Delphi and certain related
    parties will exchange broad, global releases (which will not
    apply to certain surviving claims as set forth in the GSA).    
    The scope of existing business awards, related pricing
    agreements, and extensions of certain existing supply
    agreements, including GMs ability to move production to
    alternative suppliers, and reorganized Delphis rights to
    bid and qualify for new business awards;
    GM will make significant, ongoing contributions to Delphi and
    reorganized Delphi to reimburse the Company for labor costs in
    excess of $26 per hour, excluding certain costs, including
    hourly pension and other postretirement benefit contributions
    provided under the Supplemental Wage Agreement, at specified UAW
    manufacturing facilities retained by Delphi;
    GM and Delphi have agreed to certain terms and conditions
    concerning the sale of certain of Delphis
    non-core
    businesses;
    GM and Delphi have agreed to certain additional terms and
    conditions if certain of Delphis businesses and facilities
    are not sold or wound down by certain future dates (as defined
    in the MRA); and
    GM and Delphi have agreed to the treatment of certain contracts
    between Delphi and GM arising from Delphis separation from
    GM and other contracts between Delphi and GM.    Portfolio world-class
  non-core non-core
  wind-down
 48




---



##### Table of Contents



wind-down
    non-core long-lived
  Cost Structure
    Pensions
  Hourly-Rate
   49




---



##### Table of Contents



50




---



##### Table of Contents



The Amended Plan of Reorganization
      Equity Purchase and Commitment Agreement
         51




---



##### Table of Contents



Form 8-K/A
        out-of-pocket
 52




---



##### Table of Contents



Form 10-K Form 10-Q.
 Overview
    of Performance During the First Quarter of 2008     53




---



##### Table of Contents



and/or
 Overview
    of Net Sales and Net Loss  Three Months Ended March 31,Favorable/2008


2007





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

$
1,641



31
%

$
2,163



38
%

$
(522
)Other customers


3,611



69
%


3,519



62
%


92Total net sales

$
5,252






$
5,682






$
(430
)Loss from continuing operations

$
(530
)





$
(391
)





$
(139
)Loss from discontinued operations, net of tax


(59
)






(142
)






83Net loss

$
(589
)





$
(533
)





$
(56
)    54




---



##### Table of Contents



Consolidated
    Results of Operations  Three
    Months Ended March 31, 2008 versus Three Months Ended
    March 31, 2007
    Three Months Ended March 31,Favorable/2008


2007


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

$
1,641



31
%

$
2,163



38
%

$
(522
)Other customers


3,611



69
%


3,519



62
%


92Total net sales

$
5,252






$
5,682






$
(430
)Cost of sales


4,897







5,306







(409
)Gross margin(a)

$
355



6.8
%

$
376



6.6
%

$
(21
)U.S. employee workforce transition program charges (credit)


36







(6
)






(42
)Depreciation and amortization


222







233







11Selling, general and administrative


364







364







Operating loss

$
(267
)





$
(215
)





$
(52
)Interest expense


(110
)






(90
)






(20
)Loss on extinguishment of debt










(23
)






23Other income, net


19







20







(1
)Reorganization items


(109
)






(39
)






(70
)Loss from continuing operations before income taxes, minority
    interest and equity income

$
(467
)





$
(347
)





$
(120
)Income tax expense


(63
)






(46
)






(17
)Loss from continuing operations before minority interest and
    equity income

$
(530
)





$
(393
)





$
(137
)Minority interest, net of tax


(11
)






(12
)






1Equity income, net of tax


11







14







(3
)Loss from continuing operations

$
(530
)





$
(391
)





$
(139
)Loss from discontinued operations, net of tax


(59
)






(142
)






83Net loss

$
(589
)





$
(533
)





$
(56
)     (a)
    
    Gross margin is defined as net sales less cost of sales
    (excluding U.S. employee workforce transition program charges
    and Depreciation and amortization).     55




---



##### Table of Contents



Net Sales
 Net Sales.
  Variance Due To:Three Months Ended March 31,



PriceFavorable/



Reductions2008


2007


(Unfavorable)



and Volume


FX


Other


Total(dollars in millions)



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

$
1,641



31
%

$
2,163



38
%

$
(522
)


$
(572
)

$
53


$
(3
)

$
(522
)Other customers


3,611



69
%


3,519



62
%


92




(157
)


248



1



92Total net sales

$
5,252






$
5,682






$
(430
)


$
(729
)

$
301


$
(2
)

$
(430
)       Operating Results
   Gross Margin.
  Three Months Ended March 31,


Variance Due To:Favorable/


Price Reductions


Operational2008


2007


(Unfavorable)


and Volume


Performance


Other


Total(dollars in millions)





(dollars in millions)Gross Margin

$
355


$
376


$
(21
)

$
(324
)

$
264


$
39


$
(21
)Percentage of Sales


6.8
%


6.6
%     
    $30 million charge related to the impairment of assets held
    for sale of Delphis global bearings business in the AHG
    segment; 56




---



##### Table of Contents




    $27 million due to the loss on foreign currency exchange
    contracts related to purchase transactions, of which
    $14 million were at the Powertrain segment and
    $13 million were at the Corporate and Other segment.    
    $38 million due to favorable foreign currency exchange
    impacts, including $10 million related to an intercompany
    loan in the Corporate and Other segment;
    $32 million of employee benefit plan settlements in Mexico
    which occurred in the three months ended March 31, 2007 in
    the Electronics & Safety segment; and
    $28 million recovery from an affiliated supplier related to
    previously established warranty reserves in the Thermal Systems
    segment.  U.S. Employee Workforce Transition Program Charges
    (Credit).
  Depreciation and Amortization.
  Selling, General and Administrative
    Expenses.
  Interest Expense. SOP 90-7
  Loss on extinguishment of debt.
 57




---



##### Table of Contents



Other Income and Expense.
  Reorganization Items.
  Income Taxes. non-U.S. operations. year-over-year. non-U.S. operations
  Minority Interest.
  Equity Income.
  Loss from Discontinued Operations.
 58




---



##### Table of Contents



Results
    of Operations by Segment
  Three
    Months Ended March 31, 2008 versus Three Months Ended
    March 31, 2007
  Electronics and Safety
   Three Months Ended March 31,Favorable/2008


2007


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

$
349



29
%

$
407



31
%

$
(58
)Other customers


818



67
%


825



64
%


(7
)Inter-segment


48



4
%


67



5
%


(19
)Total Other and Inter-segment


866



71
%


892



69
%


(26
)Total net sales

$
1,215






$
1,299






$
(84
)Operating (loss) income

$
(80
)





$
47






$
(127
)Gross margin

$
67






$
188






$
(121
)Gross margin%


5.5
%






14.5
%   Net Sales
    Operating Income/Loss
 59




---



##### Table of Contents



Powertrain Systems
   Three Months Ended March 31,Favorable/2008


2007


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

$
308



24
%

$
414



29
%

$
(106
)Other customers


866



67
%


905



62
%


(39
)Inter-segment


109



9
%


127



9
%


(18
)Total Other and Inter-segment


975



76
%


1,032



71
%


(57
)Total net sales

$
1,283






$
1,446






$
(163
)Operating loss

$
(13
)





$
(34
)





$
21Gross margin

$
129






$
120






$
9Gross margin%


10.1
%






8.3
%   Net Sales
    Operating Income/Loss
 60




---



##### Table of Contents



Electrical/Electronic Architecture
    Three Months Ended March 31,Favorable/2008


2007


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

$
403



25
%

$
442



30
%

$
(39
)Other customers


1,137



72
%


969



67
%


168Inter-segment


44



3
%


45



3
%


(1
)Total Other and Inter-segment


1,181



75
%


1,014



70
%


167Total net sales

$
1,584






$
1,456






$
128Operating loss

$
(6
)





$
(5
)





$
(1
)Gross margin

$
141






$
143






$
(2
)Gross margin%


8.9
%






9.8
%   Net Sales
    Operating Income/Loss
 61




---



##### Table of Contents



Thermal Systems
   Three Months Ended March 31,Favorable /2008


2007


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

$
296



52
%

$
369



58
%

$
(73
)Other customers


251



44
%


227



36
%


24Inter-segment


27



4
%


36



6
%


(9
)Total Other and Inter-segment


278



48
%


263



42
%


15Total net sales

$
574






$
632






$
(58
)Operating income

$
26






$
1






$
25Gross margin

$
77






$
50






$
27Gross margin%


13.4
%






7.9
%   Net Sales
    Operating Income/Loss
 62




---



##### Table of Contents



Automotive Holdings Group
   Three Months Ended March 31,Favorable/2008


2007


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

$
195



38
%

$
423



52
%

$
(228
)Other customers


280



54
%


345



42
%


(65
)Inter-segment


42



8
%


51



6
%


(9
)Total Other and Inter-segment


322



62
%


396



48
%


(74
)Total net sales

$
517






$
819






$
(302
)Operating loss

$
(70
)





$
(63
)





$
(7
)Gross margin

$
(31
)





$
(2
)





$
(29
)Gross margin%


(6.0
)%






(0.2
)%   Net Sales
    Operating Income/Loss
  Corporate and Other
   Three Months Ended March 31,Favorable/2008

2007

(Unfavorable)(dollars in millions)Net sales

$
79


$
30


$
49Operating loss

$
(124
)

$
(161
)

$
37  63




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##### Table of Contents



Net Sales
  Operating Income/Loss
 Liquidity
    and Capital Resources  Overview
    of Capital Structure
      
    Increases the interest rate on the facilities,
    Increases the undrawn revolver fees,
    Adds a LIBOR floor to the Tranche B and Tranche C Term
    Loans,
    Modifies the borrowing base definition and limits availability
    to draw additional amounts under the Revolving Facility, under
    certain conditions as defined,
    Sets Global EBITDAR covenant levels for the extension period,
    Modifies the allowable junior liens, and
    Allows Delphi to enter into an agreement with GM as described
    below.   64




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paid-in-kind
    12-month debtor-in-possession
    Form 10-K
 65




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##### Table of Contents



long-term Form 10-K long-term short-term
  March 31,


December 31,2008


2007(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:Refinanced DIP term loans


2,746



2,746Refinanced DIP revolving credit facility


452



Accounts receivable factoring


560



384European securitization


191



205Other debt


263



160Total short-term and other debt not subject to compromise


4,212



3,495Other long-term debt


62



59Total debt not subject to compromise


4,274



3,554Total outstanding debt

$
6,649


$
5,929   Other
    Financing
    
   66




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##### Table of Contents



Credit
    Ratings, Stock Listing
  point-in-time BBB-/B1/BB-, point-in-time BBB-/Ba3/BB-.
  Form 10-Q, Form 10-Q, 1 2 1 8
  Cash
    Flows
  Operating Activities.
   67




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##### Table of Contents



Investing Activities. non-U.S. trade
  Financing Activities. debtor-in-possession
  Dividends. debtor-in-possession
 Liquidity
    Outlook for 2008       68




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##### Table of Contents



Litigation
    Commitments and Contingencies   Environmental
    Matters  non-U.S. environmental Form 10-K
   Other   Inflation   69




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Recently
    Issued Accounting Pronouncements   Significant
    Accounting Policies and Critical Accounting Estimates  Form 10-K
  Fair Value Measurements Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans-an
    amendment of FASB Statements No. 87, 88, 106, and 132(R). Form 10-Q.
 Forward-Looking
    Statements  Form 10-Q, forward-looking forward-looking forward-looking forward-looking forward-looking debtor-in-possession
 70




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##### Table of Contents



and/or Form 10-K Form 10-Q. 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-K Form 10-K
  Form 10-Q Form 10-K
  Changes
    in internal control over financial reporting
  Form 10-K
  Form 10-K
   71




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##### Table of Contents



Form 10-K Sarbanes-Oxley
 72




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##### Table of Contents



PART II.
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS  Form 10-K
    ITEM 1A.
    RISK
    FACTORS  Form 10-K Form 10-K and/or
  If We Are Unable To Successfully Reorganize Our Capital
    Structure And Operations And Implement Our Transformation Plan
    Through the Chapter 11 Process, The Debtors May Be Required
    To Liquidate Their Assets.
    
    The chapter 11 cases may adversely affect our business
    prospects
    and/or our
    ability to operate during the reorganization cases.  
    We may have difficulty continuing to obtain and maintain
    contracts, including critical supply agreements, necessary to
    continue our operations at affordable rates with competitive
    terms.
    We may have difficulty maintaining existing customer
    relationships and winning awards for new business.
    We may not be able to further diversify our customer base and
    maintain our customer base in our non-Debtor entities, both
    during and assuming successful emergence from chapter 11.
    Debtor entity transactions outside the ordinary course of
    business are subject to the prior approval of the Court, which
    may limit our ability to respond timely to certain events or
    take advantage of certain opportunities.
    The Debtors may not be able to obtain Court approval or such
    approval may be delayed with respect to motions made in the
    chapter 11 cases.
    We may be unable to retain and motivate key executives and
    associates through the process of reorganization, and we may
    have difficulty attracting new employees.
    The Debtors may be unable to maintain satisfactory labor
    relations as we seek to implement negotiated changes to our
    existing collective bargaining agreements with our
    U.S. labor unions and certain retiree benefits. Although we
    have reached agreements with each of our U.S. labor unions
    to settle our previously-filed motions under sections 1113
    and 1114 of the Bankruptcy Code and to 73




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##### Table of Contents



extend, with certain modifications, our collective bargaining
    agreements, our failure to consummate the Amended Plan (as
    modified) and the transactions contemplated thereby may leave us
    with no choice but to reinitiate a process to reject our
    collective bargaining agreements. Rejection of our labor
    contracts could lead such unions to call a strike or other form
    of significant work disruption.  
    We may have difficulty selling or exiting non-core businesses in
    a timely manner due to union or customer concerns. Failure to
    timely exit the non-core businesses may have a negative impact
    on future earnings and cash flows.  
    There can be no assurance as to our ability to maintain
    sufficient financing sources to fund our reorganization plan and
    meet future obligations, including costs expected to be incurred
    related to the workforce transition program comprehended in the
    U.S. labor settlement agreements. We may be unable to
    operate pursuant to the terms of our Amended and Restated DIP
    Credit Facility, including the financial covenants and
    restrictions contained therein, or to negotiate and obtain
    necessary approvals, amendments, waivers, extensions or other
    types of modifications, and to otherwise fund and execute our
    business plans during the chapter 11 cases. As noted below,
    we may be unsuccessful in obtaining an extension of such
    facility beyond its current maturity date of December 31,
    2008 and we may not be able to procure alternative financing.
    Failure to continue to operate pursuant to the terms of the
    Amended and Restated DIP Credit Facility or procure alternative
    financing would have a material adverse impact on our business,
    financial condition and operating results by severely
    restricting our liquidity and force us, among other things to
    delay completion of our transformation plan.
    GM is one of the largest creditors and a significant stakeholder
    in our chapter 11 cases, and our ability to consummate the
    transactions contemplated by the U.S. labor settlement
    agreements, to implement a plan of reorganization and to
    maintain sufficient liquidity while continuing to operate in
    chapter 11 prior to the effectiveness of the settlement
    agreements we have negotiated with GM, depend not only on
    reaching a consensual agreement with GM, but also on GMs
    ability to fulfill certain financial obligations to
    Delphis UAW-, IUE-CWA-, and USW-represented employees and
    retirees and advance amounts anticipated to be paid following
    effectiveness of the GM Settlement and restructuring agreements,
    including the assumption of approximately $7 billion of
    certain post-retirement benefits for certain of Delphis
    active and retired hourly employees. GM had reported a variety
    of challenges it is facing, including with respect to its debt
    ratings, its relationships with its unions and large
    shareholders and its cost and pricing structures. If GM is
    unable or unwilling to fulfill these commitments, we believe
    that the Companys cost structure and ability to operate
    would be adversely affected.
    Third parties may seek and obtain Court approval to terminate or
    shorten the exclusivity period for Delphi to propose and confirm
    one or more plans of reorganization, to appoint a
    chapter 11 trustee, or to convert the cases to
    chapter 7 cases. Pursuant to an order entered by the Court
    on April 30, 2008, the Debtors exclusivity period
    under the Bankruptcy Code for filing a plan of reorganization is
    extended until 30 days after substantial consummation of
    the Amended Plan (as modified) or any modified plan and the
    Debtors exclusivity period for soliciting acceptance of
    the Amended Plan (as modified) is extended until 90 days
    after substantial consummation of the Amended Plan (as modified)
    or any modified plan. Notwithstanding the foregoing, the
    Debtors exclusive period for filing a plan of
    reorganization, as between the Debtors and the Creditors
    Committee and the Equity Committee, collectively, is extended
    through and including August 31, 2008 and the Debtors
    exclusive period for soliciting acceptance of a plan of
    reorganization, as between the Debtors and the Creditors
    Committee and the Equity Committee, collectively, is extended
    through and including October 31, 2008.  debtors-in-possession
 74




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##### Table of Contents




    Court approval of the GM settlement and restructuring
    agreements, the termination of which may leave us unable to
    complete our transformation plans, including implementing
    revised collective bargaining agreements with our
    U.S. labor unions, winding-down or divesting non-core
    businesses, and implementing the proposed funding plan for our
    existing defined benefit plans;
    Court approval and approval by the U.S. District Court for
    the Eastern District of Michigan of the settlement agreements
    reached with plaintiffs in the securities and Employee
    Retirement Income Security Act (ERISA) Multidistrict
    Litigation; and
    The Courts entry of orders, authorizing the assumption and
    rejection of unexpired leases and executory contracts by Delphi.        We Continue to Need Substantial Borrowings To Support Our
    Restructuring And Operations. We May Not Be Able To Obtain An
    Extension Of Our Current
    Debtor-in-Possession
    Financing Or Alternative Sources of Liquidity Necessary For Our
    Transformation Plan And Continuation As A Going Concern Until We
    Are Able To Successfully Reorganize Our Capital
    Structure.
   75




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##### Table of Contents



and/or
  The Current Volatility In The Credit Markets And Economic
    Conditions In The Global Automotive Markets May Make It
    Difficult For Us To Raise Financing Necessary For Us To Emerge
    From Chapter 11 In The Near Term.
    We May Be Unable To Generate Sufficient Excess Cash Flow
    To Meet Increased U.S. Pension Funding Obligations Upon
    Emergence.
     76




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Even if Our Employees do not Strike, Labor Related
    Disruptions at Our Customers or other Suppliers May Adversely
    Affect our Operations.
  Tier-1
  Changes In the Competitive Environment For Raw Materials
    Integral To Our Products May Adversely Affect Our
    Profitability.
     77




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##### 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  Form 8-K.
  Item 1.01
    Entry
    into a Material Definitive Agreement   78




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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)

Delphi Corporation 2007 Short-Term Incentive Plan, incorporated
    by reference to Exhibit 99(a) to Delphis Report on
    Form 8-K
    filed January 30, 2008.*10(b)

Delphi Corporation 2007 Long-Term Incentive Plan, incorporated
    by reference to Exhibit 99(b) to Delphis Report on
    Form 8-K
    filed January 30, 2008.*10(c)

Delphi Corporation Salaried Retirement Equalization Savings
    Program, incorporated by reference to Exhibit 99(d) to
    Delphis Report on Form
    8-K filed
    January 30, 2008.*10(d)

Delphi Corporation Supplemental Executive Retirement Program,
    incorporated by reference to Exhibit 99(a) to Delphis
    Report on Form
    8-K/A filed
    February 20, 2008.*10(e)

Order Under 11 U.S.C. §§ 105 and 363 of the
    United States Bankruptcy Court for the Southern District of New
    York Authorizing the Debtors to Implement a Short-Term Annual
    Incentive Program entered March 19, 2008, incorporated by
    reference to Exhibit 99(a) to Delphis Report on Form
    8-K filed on
    March 25, 2008.*10(f)

Amended and Restated Revolving Credit, Term Loan, and Guaranty
    Agreement dated as of May 9, 2008.10(g)

Agreement between Delphi Corporation and General Motors
    Corporation dated as of May 9, 2008.31(a)

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

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

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

Certification Pursuant to 18 U.S.C. Section 1350, adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Management contract or compensatory plan or arrangement. 79




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SIGNATURE    Delphi Corporation
   May 9, 2008

/s/ Thomas S. TimkoThomas S. Timko
    Chief Accounting Officer and Controller  80