##### 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 September 30, 2007ORo

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

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
  Rule 12b-2 o þ
    WEBSITE
    ACCESS TO COMPANYS REPORTS
  www.delphi.com Form 10-K, Form 10-Q, Form 8-K,




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##### 



DELPHI
    CORPORATION
  INDEX
  PagePart I  Financial
    InformationItem 1.

Financial StatementsConsolidated Statements of Operations for the
    Three and Nine Months Ended
    September 30, 2007 and 2006 (Unaudited)

3Consolidated Balance Sheets as of
    September 30, 2007 (Unaudited) and 
    December 31, 2006

4Consolidated Statements of Cash Flows for the
    Nine Months Ended September 30, 2007 and 2006
    (Unaudited)

5Consolidated Statements of Comprehensive Loss for
    the Three and Nine Months Ended September 30, 2007 and 2006
    (Unaudited)

6Notes to Consolidated Financial Statements
    (Unaudited)

7Item 2.

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

53Executive Summary of Business

53Overview of Performance

66Results of Operations

69Liquidity and Capital Resources

83Shareholder Lawsuits

89Bankruptcy Related Litigation

91Environmental Matters

91Other

93Inflation

93Recently Issued Accounting Pronouncements

93Significant Accounting Policies and Critical
    Accounting Estimates

93Forward-Looking Statements

93Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk

94Item 4.

Controls and Procedures

94Part II  Other InformationItem 1.

Legal Proceedings

96Item 1A.

Risk Factors

96Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds

96Item 3.

Defaults Upon Senior Securities

96Item 4.

Submission of Matters to a Vote of Security
    Holders

96Item 5.

Other Information

96Item 6.

Exhibits

97Signatures

99Section 302 CertificationSection 302 CertificationSection 906 CertificationSection 906 Certification   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 Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


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

$
2,626


$
2,598


$
8,302


$
8,884Other customers


3,595



3,410



11,615



11,092Total net sales


6,221



6,008



19,917



19,976Operating expenses:Cost of sales, excluding items listed below


5,972



6,083



18,835



19,185U.S. employee workforce transition program charges


244



1,043



238



2,948Depreciation and amortization


232



262



736



804Long-lived asset impairment charges


23



15



222



15Selling, general and administrative


408



392



1,218



1,155Securities & ERISA litigation charge


21







353



Total operating expenses


6,900



7,795



21,602



24,107Operating loss


(679
)


(1,787
)


(1,685
)


(4,131
)Interest expense (contractual interest expense for the three and
    nine months ended September 30, 2007 was $118 million
    and $360 million, respectively, and for the three and nine
    months ended September 30, 2006 was $150 million and
    $434 million, respectively)


(454
)


(116
)


(630
)


(319
)Loss on extinguishment of debt










(23
)


Other income, net


22



8



60



31Loss before reorganization items, income taxes, minority
    interest, equity income, and cumulative effect of accounting
    change


(1,111
)


(1,895
)


(2,278
)


(4,419
)Reorganization items


(39
)


(25
)


(120
)


(58
)Loss before income taxes, minority interest, equity income, and
    cumulative effect of accounting change


(1,150
)


(1,920
)


(2,398
)


(4,477
)Income tax expense


(17
)


(46
)


(123
)


(137
)Loss before minority interest, equity income, and cumulative
    effect of accounting change


(1,167
)


(1,966
)


(2,521
)


(4,614
)Minority interest, net of tax


(12
)


(4
)


(38
)


(28
)Equity income (loss), net of tax


10



(3
)


36



28Loss before cumulative effect of accounting change


(1,169
)


(1,973
)


(2,523
)


(4,614
)Cumulative effect of accounting change, net of tax














3Net loss

$
(1,169
)

$
(1,973
)

$
(2,523
)

$
(4,611
)Basic and diluted loss per share:Before cumulative effect of accounting change

$
(2.08
)

$
(3.51
)

$
(4.49
)

$
(8.22
)Cumulative effect of accounting change














0.01Basic and diluted loss per share

$
(2.08
)

$
(3.51
)

$
(4.49
)

$
(8.21
)    3




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DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)
    CONSOLIDATED BALANCE SHEETS
  September 30,2007


December 31,(Unaudited)


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

$
1,433


$
1,667Restricted cash


180



146Accounts receivable, net:General Motors and affiliates


1,959



2,078Other customers


3,000



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


1,586



1,598Finished goods


631



577Other current assets


633



458Total current assets


9,422



9,215Long-term assets:Property, net


4,289



4,695Investments in affiliates


428



417Goodwill


391



378Other intangible assets, net


43



51Other


868



636Total long-term assets


6,019



6,177Total assets

$
15,441


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

$
3,966


$
3,339Accounts payable


3,083



2,820Accrued liabilities


2,395



2,211Total current liabilities


9,444



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


37



49Employee benefit plan obligations


601



550Other


1,355



859Total long-term liabilities


1,993



1,458Liabilities subject to compromise


16,914



17,416Total liabilities


28,351



27,244Minority interest


209



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


6



6Additional paid-in capital


2,781



2,769Accumulated deficit


(14,434
)


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


(1,855
)


(3,041
)Other


435



156Total accumulated other comprehensive loss


(1,420
)


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


(52
)


(52
)Total stockholders deficit


(13,119
)


(12,055
)Total liabilities and stockholders deficit

$
15,441


$
15,392    4




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DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)
    CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
  Nine Months EndedSeptember 30,2007


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

$
(2,523
)

$
(4,611
)Adjustments to reconcile net loss to net cash (used in) provided
    by operating activities:Depreciation and amortization


736



804Long-lived asset impairment charges


222



15Deferred income taxes






23Pension and other postretirement benefit expenses


795



1,189Equity income


(36
)


(28
)Reorganization items


120



58U.S. employee workforce transition program charges


238



2,948Loss on extinguishment of debt


23



Securities & ERISA litigation charge


353



Loss on liquidation/deconsolidation of investment


79



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


(752
)


(415
)Inventories, net


(125
)


(319
)Other assets


(11
)


(91
)Accounts payable


368



445Accrued and other long-term liabilities


697



256Other, net


36



55U.S. employee workforce transition program payments


(571
)


(326
)U.S. employee workforce transition program reimbursement by GM


265



215Pension contributions


(230
)


(219
)Other postretirement benefit payments


(149
)


(182
)Net payments for reorganization items


(91
)


(39
)Net cash used in operating activities


(556
)


(222
)Cash flows from investing activities:Capital expenditures


(483
)


(606
)Proceeds from sale of property


37



53Proceeds from sale of
    non-U.S.
    trade bank notes


150



130Increase in restricted cash


(30
)


(110
)Proceeds from divestitures


71



24Other, net


(4
)


(6
)Net cash used in investing activities


(259
)


(515
)Cash flows from financing activities:Proceeds from refinanced
    debtor-in-possession
    facility, net of issuance cost


2,739



Repayments of borrowings under
    debtor-in-possession
    facility


(250
)


Repayments of borrowings under prepetition term loan facility


(988
)


(Repayments) borrowings under prepetition revolving credit
    facility


(1,508
)


2Net borrowings under refinanced
    debtor-in-possession
    facility


480



Net borrowings (repayments) under other debt agreements


77



(27
)Repayments under cash overdraft.






(29
)Dividends paid to minority partners


(45
)


(16
)Other, net






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


505



(73
)Effect of exchange rate fluctuations on cash and cash equivalents


76



32Decrease in cash and cash equivalents


(234
)


(778
)Cash and cash equivalents at beginning of period


1,667



2,221Cash and cash equivalents at end of period

$
1,433


$
1,443    5




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(in millions)Net loss

$
(1,169
)

$
(1,973
)

$
(2,523
)

$
(4,611
)Other comprehensive income:Currency translation adjustments, net of tax


71



42



217



128Net change in unrecognized gain on derivative instruments, net
    of tax


9



66



62



68Employee benefit plans adjustment, net of tax


1,191



(284
)


1,186



575Other comprehensive income (loss)


1,271



(176
)


1,465



771Comprehensive income (loss)

$
102


$
(2,149
)

$
(1,058
)

$
(3,840
)    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



SOP 90-7
  Going Concern debtor-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



Valuation Allowance for Deferred Tax Assets non-U.S. operations,
  Postemployment Benefits
  Employee Termination Benefits and Other Exit
    Costs
  Share-Based
    Compensation Share-Based Payments
 9




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Recently Issued Accounting
    Pronouncements Accounting for Uncertainty in Income Taxes, an
    interpretation of FASB Statement No. 109. Accounting
    for Income Taxes.
  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).
  The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115.
  2.
    TRANSFORMATION
    PLAN AND CHAPTER 11 BANKRUPTCY   10




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Form 10-Q
  Proposed
    Plan of Reorganization and Transformation Plan
    Labor
   11




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##### Table of Contents




    UAW, dated June 22, 2007;
    International Union of Electronic, Electrical, Salaried, Machine
    and Furniture Workers-Communication Workers of America
    (IUE-CWA), dated August 5, 2007;
    International Association of Machinists and Aerospace Workers
    and its District 10 and Tool and Die Makers Lodge 78
    (IAM), dated July 31, 2007;
    International Brotherhood of Electrical Workers and its Local
    663 (IBEW) relating to Delphi Electronics and
    Safety, dated July 31, 2007;
    IBEW relating to Delphis Powertrain division, dated
    July 31, 2007;
    International Union of Operating Engineers (IUOE)
    Local 18S, dated August 1, 2007;
    IUOE Local 101S, dated August 1, 2007;
    IUOE Local 832S, dated August 1, 2007;
    United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
    Allied Industrial and Service Workers International Union and
    its Local Union 87L (together, the USW) relating to
    Delphis operations at Home Avenue, dated August 16,
    2007; and
    USW relating to Delphis operations at Vandalia, dated
    August 16, 2007.    
    were modified and extended to September 14, 2011 for the
    UAW, the IAM, the IBEW, the IUOE Local 18S, the IUOE Local 832S,
    and the USW;
    were modified and extended to October 12, 2011 for the
    IUE-CWA; and
    were terminated and superseded for the IUOE Local 101S by the
    settlement agreement for the IUOE Local 101S.      GM
 12




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##### Table of Contents




    The initial GM contract rejection motion covered approximately
    half of the North American annual purchase volume revenue from
    GM.
    The hearing on the motion was initially scheduled to commence on
    September 28, 2006 but has been adjourned on multiple
    occasions to enable the parties to concentrate their resources
    and activities on discussions aimed at achieving a consensual
    resolution, and additional proceedings on the motion are
    currently suspended until further order of the Court. In the
    interim, periodic chambers conferences have been conducted to
    provide the Court with updates regarding the status of
    negotiations to consensually resolve the motions.    
    Most obligations set forth in the GSA are to be performed upon
    the occurrence of the effective date of the 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 Plan.
    GMs obligations under the GSA and MRA are conditioned
    upon, among other things, Delphis consummation of the
    Plan, including payment of amounts to settle GM claims as
    outlined below.
    Upon approval of the GSA and MRA as part of the Plan
    confirmation process, the Debtors anticipate seeking a
    withdrawal without prejudice of their motions filed under
    section 365 of the Bankruptcy Code.     13




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##### Table of Contents




    GM will make significant contributions to cover costs associated
    with 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 possible following the effective date of the 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
    Pension Plan, as set forth in the union term sheets;
    Shortly after the effective date of the Plan, GM will receive a
    subordinated interest bearing note from Delphi in the amount of
    $1.5 billion to be paid within 10 days of its issuance;
    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 at specified manufacturing facilities;
    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
   14




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##### Table of Contents




    During the third quarter of 2007, Delphi closed on the sales of
    assets related to its catalyst and brake hose product lines and
    obtained the Courts approval for the sale of substantially
    all of the assets of their Saltillo, Mexico brake plant
    business, refer to Note 4. Acquisitions and Divestitures to
    the consolidated financial statements for more information.
    Although the Company intends to sell or wind-down its remaining
    non-core product lines and manufacturing sites, these product
    lines and manufacturing sites were not classified as held for
    sale in the current period because the court approval process
    required by the Bankruptcy Code is not complete and other held
    for sale criteria of SFAS No. 144 (SFAS
    144), Accounting for the Impairment or Disposal of
    Long-Lived Assets, were not met as of September 30,
    2007.    Cost Structure
    Pensions
     15




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##### Table of Contents



The pertinent terms of the 2006 Waivers, as modified, are:
  
    No later than December 31, 2007, the Company must file a
    plan of reorganization with the Court providing for the
    continuation of the Hourly and Salaried Plans and compliance
    with the conditions of the waiver. The Company has satisfied
    this condition.
    The effective date of the Companys plan of reorganization
    must occur no later than February 29, 2008.
    Effective June 16, 2007, Delphi provided to the PBGC
    letters of credit in favor of the Hourly and Salaried Plans in
    the amount of $100 million to support funding obligations
    under the Hourly Plan and $50 million to support funding
    obligations under the Salaried Plan, which letters of credit
    will expire once Delphi satisfies the contribution requirements
    described below which must be satisfied within five days
    following the Companys emergence from chapter 11.  With respect to the 2006 Waiver for the Hourly Plan:
  
    Not later than five days after the effective date of the
    Companys plan of reorganization, the Company either
    (1) effects a transfer under IRC § 414(l) to a GM
    plan, (2) makes cash contributions to the Hourly Plan, or
    (3) makes a combination thereof that reduces the net
    unfunded liabilities of the Hourly Plan by at least
    $1.5 billion as determined on a basis in accordance with
    FASB Statement No. 87, Employers Accounting
    for Pensions.
    Not later than five days after the effective date of the
    Companys plan of reorganization, the Company makes a
    contribution equal to approximately $575 million. The
    Company must also deposit into escrow an amount equal to
    approximately $200 million.
    Not later than five months after the effective date of the
    Companys plan of reorganization, the Company calculates
    and contributes from the escrow account and, if necessary, from
    general Company assets the amount sufficient to result in a
    funded current liability percentage as of the effective date of
    the Companys plan of reorganization that is the same
    funded current liability percentage that would have existed as
    of the effective date of the Companys plan of
    reorganization if (a) the funding waiver had not been
    granted, (b) the § 414(l) transfer had not
    occurred, and (c) a contribution was made on the effective
    date of the Companys emergence equal to the accumulated
    ERISA funding deficiency as of September 30, 2007.
    Not later than five days after the effective date of the
    Companys plan of reorganization, the Company contributes
    $20 million for the plan year ended September 30,
    2007, which includes a full settlement of the potential excise
    tax claims for the accumulated funding deficiencies for the
    Hourly and Salary Plans related to the plan year ended
    September 30, 2005, and which amount cannot be taken into
    account for purposes of the calculation in the immediately
    preceding paragraph.
    Not later than five days after the effective date of the
    Companys plan of reorganization, the Company reimburses
    the PBGC for outside consulting fees incurred in reviewing the
    Companys funding waiver request in an amount not to exceed
    $2 million. 16




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##### Table of Contents




    The Company makes contributions to the Hourly Plan in amounts
    sufficient to meet the minimum funding standard for the Hourly
    Plan for the plan year ended September 30, 2007, by
    June 15, 2008.  With respect to the 2006 Waiver for the Salaried Plan:
  
    Not later than five days after the effective date of the
    Companys plan of reorganization, the Company makes
    contributions to the Salaried Plan for the year ended
    September 30, 2007 equal to the lesser of (i) the
    amount necessary to maintain a credit balance in the funding
    standard account of the Salaried Plan as of September 30,
    2007, not less than the outstanding balance of the amortization
    base with respect to the waived amount that is established and
    maintained under IRC § 412(b)(2), or (ii) the
    full funding limitation for the plan year ended
    September 30, 2007.
    Certain funding requirements are met with regard to post
    emergence plan years.  With respect to the 2007 Hourly Plan Waiver:
  
    Not later than five days after the effective date of the
    Companys plan of reorganization, the Company effects a
    transfer under section 414(1) of the IRC of $1.5 billion in
    net unfunded liabilities under the Hourly Plan to an overfunded
    GM plan.
    Not later than five days after the effective date of the
    Companys plan of reorganization, the Company contributes
    $20 million to the Hourly Plan (in addition to the
    $20 million contributions described in the conditions of
    the 2006 Waiver for the Hourly Plan).
    Other provisions related to treatment of contributions that may
    create a credit balance.
    No effect on the PBGCs right to hold the $100 million
    letter of credit with respect to the 2006 Waivers. Certain
    funding requirements are met with regard to post emergence plan
    years.    true-up
    Other Elements of Proposed Plan of Reorganization
   17




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18




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##### Table of Contents



Party

Plan

Potential AmendmentPlan Investors

Direct Investment 
    - Purchase $400 million of preferred stock convertible at an
    assumed enterprise value of $11.75 billion 
    - Purchase $400 million of preferred stock convertible at an
    assumed enterprise value of $12.80 billion 
    - Purchase $175 million of new common stock of reorganized
    Delphi at an assumed enterprise value of $12.8 billion

Direct Investment 
    - Purchase $400 million of preferred stock convertible at an
    assumed enterprise value of $10.80 billion 
    - Purchase $400 million of preferred stock convertible at an
    assumed enterprise value of $11.80 billion 
    - Purchase $175 million of new common stock of reorganized
    Delphi at an assumed enterprise value of $11.8 billionGM

Recovery of $2.7 billion 
    - $2.7 billion in Cash

Recovery of $2.7 billion 
    - $750 million in Cash 
    - $750 million in a second lien note 
    - $1.2 billion in junior convertible preferred stockUnsecured Creditors

Par plus accrued recovery at Plan value of $13.9 billion
    
    - 80% in new common stock of reorganized Delphi valued at $45
    per share 
    - 20% in Cash

Par plus accrued recovery at Plan value of $13.0 billion
    
    - 92.4% in new common stock of reorganized Delphi valued at
    $41.58 per share 
    - 7.6% through pro rata participation in the Discount Rights
    Offering at $34.98 per shareDelphi Trust I and Delphi Trust II Preferred
    Securities

Par plus accrued recovery at Plan value of $13.9 billion
    
    - 100% in new common stock of reorganized Delphi valued at $45
    per share

Par  only recovery at Plan value of $13.0 billion 
    - 92.4% in new common stock of reorganized Delphi valued at
    $41.58 per share 
    - 7.6% through pro rata participation in the Discount Rights
    Offering at $34.98 per shareExisting Common Stockholders

Par Value Rights 
    - Right to acquire approximately 12,711,111 shares of new
    common stock of reorganized Delphi at a purchase price of $45.00
    per share

Par Value Rights 
    - Right to acquire approximately 12,711,111 shares of new
    common stock of reorganized Delphi at a purchase price of $41.58
    per shareWarrants 
    - Warrants to acquire an additional 5% of new common stock of
    reorganized Delphi at $45.00 per share exercisable for five
    years after emergence

Warrants 
    - Warrants to acquire $1.0 billion of new common stock of
    reorganized Delphi at $45.00 per share exercisable for six
    months after emergenceDirect Distribution 
    - 1,476,000 shares of new common stock of reorganized Delphi

No provision for Direct DistributionDiscount Rights 
    - Right to purchase 40,845,016 shares of new common stock
    of reorganized Delphi at a purchase price of $38.56 per share

No provision for participation in Discount Rights
    Offering  19




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##### Table of Contents



Equity Purchase and Commitment Agreement
      Form 10-Q
   20




---



##### Table of Contents



21




---



##### Table of Contents



22




---



##### Table of Contents



DASE
    Liquidation
          Basis of
    Presentation
  Condensed Combined
    Debtors-in-Possession
    Financial Statements  non-Debtor SOP 90-7.
 23




---



##### Table of Contents



Intercompany Transactions  Debtors-in-Possession
  Contractual Interest Expense and Interest Expense on
    Unsecured Claims SOP 90-7.
  U.S. Employee Workforce Transition
    Programs
 24




---



##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(in millions)Net sales

$
3,681


$
3,883


$
11,862


$
13,236Operating expenses:Cost of sales, excluding items listed below


3,809



4,239



12,047



13,496U.S. employee workforce transition program charges


244



1,043



238



2,948Depreciation and amortization


125



166



422



497Long-lived asset impairment charges


17







212



Selling, general and administrative


270



260



791



787Securities & ERISA litigation charge


21







353



Total operating expenses


4,486



5,708



14,063



17,728Operating loss


(805
)


(1,825
)


(2,201
)


(4,492
)Interest expense (contractual interest expense for the three and
    nine months ended September 30, 2007 was $108 million
    and $326 million, respectively, and for the three and nine
    months ended September 30, 2006 was $137 million and
    $397 million, respectively)


(444
)


(105
)


(596
)


(283
)Loss on extinguishment of debt










(23
)


Other income (expense), net


50



(4
)


84



(8
)Loss before reorganization items, income taxes, equity income,
    and cumulative effect of accounting change


(1,199
)


(1,934
)


(2,736
)


(4,783
)Reorganization items


(32
)


(17
)


(98
)


(42
)Loss before income tax expense, equity income, and cumulative
    effect of accounting change


(1,231
)


(1,951
)


(2,834
)


(4,825
)Income tax (expense) benefit


(4
)


6



(28
)


Loss before equity income and cumulative effect of accounting
    change


(1,235
)


(1,945
)


(2,862
)


(4,825
)Equity income (loss) from non-consolidated affiliates, net of tax


8



(5
)


30



21Equity income (loss) from non-Debtor affiliates, net of tax


58



(23
)


309



190Loss before cumulative effect of accounting change


(1,169
)


(1,973
)


(2,523
)


(4,614
)Cumulative effect of accounting change














3Net loss

$
(1,169
)

$
(1,973
)

$
(2,523
)

$
(4,611
)  25




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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)
  September 30,2007


December 31,(Unaudited)


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

$
107


$
376Restricted cash


123



107Accounts receivable, net:General Motors and affiliates


1,628



1,739Other third parties


885



906Non-Debtor affiliates


258



328Notes receivable from non-Debtor affiliates


289



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


854



938Finished goods


260



263Other current assets


408



290Total current assets


4,812



5,293Long-term assets:Property, net


1,784



2,240Investments in affiliates


372



366Investments in non-Debtor affiliates


4,026



3,273Goodwill


152



152Other intangible assets, net


27



36Other


546



344Total long-term assets


6,907



6,411Total assets

$
11,719


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

$
3,226


$
2,742Notes payable to non-Debtor affiliates


65



Accounts payable


1,266



1,108Accounts payable to non-Debtor affiliates


707



434Accrued liabilities


1,446



1,250Total current liabilities not subject to compromise


6,710



5,534Long-term liabilities not subject to compromise:Employee benefit plan obligations and other


1,136



737Liabilities subject to compromise


16,992



17,488Total liabilities


24,838



23,759Stockholders deficit:Total stockholders deficit


(13,119
)


(12,055
)Total liabilities and stockholders deficit

$
11,719


$
11,704  26




---



##### 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)
  Nine Months EndedSeptember 30,2007


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

$
(682
)

$
(582
)Cash flows from investing activities:Capital expenditures


(171
)


(229
)Proceeds from sale of property


13



23Proceeds from divestitures


62



Increase in restricted cash


(12
)


(101
)Other, net


(10
)


(22
)Net cash used in investing activities


(118
)


(329
)Cash flows from financing activities:Proceeds from refinanced
    debtor-in-possession
    facility


2,739



Repayments of borrowings under
    debtor-in-possession
    facility


(250
)


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


(1,508
)


2Repayments of borrowings under prepetition term loan facility


(988
)


Net borrowings under refinanced
    debtor-in-possession
    facility


480



Repayments under cash overdraft.






(29
)Repayments of borrowings under other debt agreements


(7
)


(9
)Net proceeds from borrowings from Non-Debtor affiliates


65



Net cash provided by (used in) financing activities


531



(36
)Decrease in cash and cash equivalents


(269
)


(947
)Cash and cash equivalents at beginning of period


376



1,361Cash and cash equivalents at end of period

$
107


$
414   3.
    REORGANIZATION
    ITEMS  SOP 90-7
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(in millions)Professional fees directly related to reorganization

$
41


$
41


$
128


$
108Interest income


(2
)


(16
)


(8
)


(47
)Gain on settlement of prepetition liabilities














(3
)Total Reorganization Items

$
39


$
25


$
120


$
58    27




---



##### Table of Contents



debtor-in-possession
  4.
    ACQUISITIONS
    AND DIVESTITURES  Catalyst
    Product Line Sale
    Global
    Battery Product Line Sale
       28




---



##### Table of Contents



Other
    Acquisitions and Divestitures
          5.
    INCOME
    TAXES         29




---



##### Table of Contents



non-U.S. operations,
  6.
    LONG-LIVED
    ASSET IMPAIRMENT      U.S. long-lived
  long-lived
   30




---



##### Table of Contents



7.
    WEIGHTED
    AVERAGE SHARES      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(in thousands)Weighted average shares outstanding


561,782



561,782



561,782



561,782Effect of dilutive securities














Diluted shares outstanding


561,782



561,782



561,782



561,782     Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(in thousands)Anti-dilutive securities


68,873



77,826



68,873



77,826   8.
    LIABILITIES    September 30,


December 31,2007


2006(in millions)Payroll related obligations

$
288


$
268Employee benefits, including current pension obligations


167



216Accrued income taxes


167



142Taxes other than income


180



144Warranty obligations (Note 9)


253



214U.S. Employee Workforce Transition Program Charges (Note 12)


320



626Manufacturing plant rationalization


195



154Interest (Note 1)


383



29Other


442



418Total

$
2,395


$
2,211  31




---



##### Table of Contents



September 30,


December 31,2007


2006(in millions)Employee benefits

$
303


$
282Environmental


120



116U.S. Employee Workforce Transition Program Charges (Note 12)


298



204Extended disability benefits


102



95Warranty obligations (Note 9)


316



Other


216



162Total

$
1,355


$
859   9.
    WARRANTY
    OBLIGATIONS      September 30,2007(in millions)Accrual balance at beginning of year

$
388Provision for estimated warranties


264Settlements made during the period (in cash or in kind)


(88
)Foreign currency translation and other


5Accrual balance at end of period

$
569     10.
    LIABILITIES
    SUBJECT TO COMPROMISE   32




---



##### Table of Contents



and/or
 33




---



##### Table of Contents



:
  September 30,


December 31,2007


2006(in millions)Pension obligations (Note 13)

$
3,323


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


9,410



9,109Debt and notes payable


2,046



2,054Accounts payable


751



754Junior subordinated notes due 2033


391



391Prepetition warranty obligation (Note 9)






174GM claim for U.S. employee workforce transition programs


312



315Securities & ERISA litigation liability (Note 17)


361



8Other


320



354Total Liabilities Subject to Compromise

$
16,914


$
17,416     11.
    DEBT     34




---



##### Table of Contents



non-U.S. subsidiaries) debtor-in-possession.
      12-month
  debtor-in-possession
       35




---



##### Table of Contents



Form 10-K
  12.
    U.S.
    EMPLOYEE WORKFORCE TRANSITION PROGRAMS  2007
    Workforce Transition Programs
     36




---



##### Table of Contents



EITF 88-23, Lump-Sum Payments under Union Contracts
  2006
    Attrition Programs
   37




---



##### Table of Contents



Form 10-K
    SpecialTerminationU.S. Employee Workforce Transition Program Liability

Benefit(in millions)Balance at December 31, 2006

$
830U.S. employee workforce transition program charges


61Lump sum incentive obligation


2Payments


(571
)Pension and other postretirement benefits (Note 13)


(39
)Other


14Balance at September 30, 2007

$
297    38




---



##### Table of Contents



U.S. Employee Workforce Transition Program - GM Accounts
    Receivable(in millions)Balance at December 31, 2006

$
272Amount reimbursable from GM


2Receipts from GM


(265
)Other


(7
)Balance at September 30, 2007

$
2   13.
    PENSION
    AND OTHER POSTRETIREMENT BENEFITS      non-U.S. salaried
  Pension Benefits


Other PostretirementU.S. Plans


Non-U.S. Plans


BenefitsThree Months Ended September 30,2007


2006


2007


2006


2007


2006(in millions)Service cost(a)

$
42


$
60


$
12


$
11


$
20


$
46Interest cost


212



211



20



17



135



139Expected return on plan assets


(216
)


(204
)


(20
)


(16
)






Settlements










8



1







Curtailment loss/(gain)


170



397











(2
)


(13
)Amortization of prior service costs


13



27



1



1



(24
)


(25
)Amortization of actuarial losses


18



33



8



6



19



78Net periodic benefit cost

$
239


$
524


$
29


$
20


$
148


$
225   39




---



##### Table of Contents



Pension Benefits


Other PostretirementU.S. Plans


Non-U.S. Plans


BenefitsNine Months Ended September 30,2007


2006


2007


2006


2007


2006(in millions)Service cost(a)

$
137


$
207


$
35


$
31


$
62


$
136Interest cost


637



581



60



48



406



425Expected return on plan assets


(648
)


(614
)


(60
)


(48
)






Settlements










41



1







Curtailment loss/(gain)


170



1,917



5







(2
)


(20
)Amortization of prior service costs


41



92



3



3



(74
)


(74
)Amortization of actuarial losses


69



148



25



19



57



234Net periodic benefit cost

$
406


$
2,331


$
109


$
54


$
449


$
701     (a)
    
    Includes $11 million and $39 million for the three and
    nine months ended September 30, 2007, respectively, and
    $18 million and $21 million for the three and nine
    months ended September 30, 2006, of costs related to
    pre-retirement participants of the U.S. employee workforce
    transition program accrued in 2006.  non-U.S. entity.
    40




---



##### Table of Contents



U.S. PensionBenefits Plans(in millions)Change in benefit obligation:Benefit obligation at beginning of year

$
14,558Expense


672Benefits paid


(676
)Impact of curtailments, remeasurement and other


(838
)Benefit obligation at August 31, 2007

$
13,716Change in plan assets:Fair value of plan assets at beginning of year

$
10,653Actual return on plan assets


630Delphi contributions


150Benefits paid


(676
)Fair value of plan assets at August 31, 2007

$
10,757Underfunded status

$
(2,959
)Unamortized actuarial loss


1,237Unamortized prior service cost


157Net amount recognized in consolidated balance sheets

$
(1,565
)Amounts recognized in the consolidated balance sheets consist of:Accrued benefit liability

$
(2,959
)Accumulated other comprehensive income (pre-tax)


1,394Net amount recognized

$
(1,565
)        41




---



##### Table of Contents



non-U.S. subsidiaries non-U.S. plans
  14.
    DERIVATIVES
    AND HEDGING ACTIVITIES  Accounting for Derivative
    Instruments and Hedging Activities,
      September 30,


December 31,2007


2006(in millions)Current assets

$
90


$
73Non-current assets


25



3Total assets

$
115


$
76Current liabilities

$
37


$
61Non-current liabilities






Total liabilities

$
37


$
61    42




---



##### Table of Contents



15.
    OTHER
    INCOME (EXPENSE), NET    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(in millions)Interest income

$
19


$
12


$
51


$
35Other, net


3



(4
)


9



(4
)Other income (expense), net

$
22


$
8


$
60


$
31   16.
    SEGMENT
    REPORTING    
    Electronics and Safety, which includes audio, entertainment and
    communications, safety systems, body controls and security
    systems, and power electronics, as well as advanced development
    of software and silicon.
    Thermal Systems, which includes Heating, Ventilating and Air
    Conditioning systems, components for multiple transportation and
    other adjacent markets, and powertrain cooling and related
    technologies.
    Powertrain Systems, which includes extensive systems integration
    expertise in gasoline, diesel and fuel handling and full
    end-to-end systems including fuel injection, combustion,
    electronic controls, exhaust handling, and test and validation
    capabilities.
    Electrical/Electronic Architecture, which includes complete
    electrical architecture and component products.
    Steering, which includes steering, halfshaft and column
    technology. 43




---



##### Table of Contents




    Automotive Holdings Group, which includes various non-core
    product lines and plant sites that do not fit Delphis
    future strategic framework.         44




---



##### Table of Contents



Electrical/





AutomotiveElectronics


Thermal


Powertrain


Electronic





Holdings


Corporateand Safety


Systems


Systems


Architecture


Steering


Group


and Other


Total(in millions)For the Three Months Ended:September 30, 2007Net sales to GM and affiliates

$
345


$
321


$
404


$
423


$
402


$
617


$
114


$
2,626Net sales to other customers


736



224



784



955



231



403



262



3,595Inter-segment net sales


65



24



105



36



13



89



(332
)


Total net sales

$
1,146


$
569


$
1,293


$
1,414


$
646


$
1,109


$
44


$
6,221Depreciation & Amortization

$
60


$
16


$
63


$
41


$
16


$
16


$
20


$
232Long-lived asset impairment charges

$



$



$
1


$
2


$
7


$
13


$



$
23Operating income (loss)

$
32


$
(9
)

$
(194
)

$
(23
)

$
23


$
(73
)

$
(435
)

$
(679
)Equity income (loss)

$



$
1


$
4


$
4


$
1


$
(1
)

$
1


$
10Minority interest

$
(1
)

$
(2
)

$
(5
)

$
(5
)

$



$
(1
)

$
2


$
(12
)September 30, 2006Net sales to GM and affiliates

$
327


$
320


$
368


$
388


$
347


$
709


$
139


$
2,598Net sales to other customers


745



206



733



808



197



469



252



3,410Inter-segment net sales


46



24



100



41



29



96



(336
)


Total net sales

$
1,118


$
550


$
1,201


$
1,237


$
573


$
1,274


$
55


$
6,008Depreciation & Amortization

$
70


$
15


$
56


$
43


$
26


$
30


$
22


$
262Long-lived asset impairment charges

$



$



$
12


$
1


$
2


$



$



$
15Operating income (loss)

$
27


$
(70
)

$
(85
)

$
(82
)

$
(49
)

$
(157
)

$
(1,371
)

$
(1,787
)Equity income (loss)

$
3


$
(16
)

$



$
2


$
2


$
6


$



$
(3
)Minority interest

$
(1
)

$
2


$
(4
)

$
(4
)

$



$
(1
)

$
4


$
(4
)   Electrical/





AutomotiveElectronics


Thermal


Powertrain


Electronic





Holdings


Corporateand Safety


Systems


Systems


Architecture


Steering


Group


and Other


Total(in millions)For the Nine Months Ended:September 30, 2007Net sales to GM and affiliates

$
1,091


$
997


$
1,243


$
1,326


$
1,264


$
2,045


$
336


$
8,302Net sales to other customers


2,413



692



2,645



2,956



749



1,377



783



11,615Inter-segment net sales


192



82



315



134



40



287



(1,050
)


Total net sales

$
3,696


$
1,771


$
4,203


$
4,416


$
2,053


$
3,709


$
69


$
19,917Depreciation & Amortization

$
196


$
47


$
197


$
127


$
46


$
61


$
62


$
736Long-lived asset impairment charges

$
1


$



$
10


$
3


$
166


$
42


$



$
222Operating income (loss)

$
153


$
26


$
(219
)

$
16


$
(147
)

$
(388
)

$
(1,126
)

$
(1,685
)Equity income

$



$
4


$
12


$
11


$
6


$
2


$
1


$
36Minority interest

$
(2
)

$
(2
)

$
(21
)

$
(18
)

$
(1
)

$
(2
)

$
8


$
(38
)September 30, 2006Net sales to GM and affiliates

$
1,058


$
1,095


$
1,305


$
1,332


$
1,212


$
2,414


$
468


$
8,884Net sales to other customers


2,459



620



2,384



2,561



662



1,601



805



11,092Inter-segment net sales


175



92



269



130



92



317



(1,075
)


Total net sales

$
3,692


$
1,807


$
3,958


$
4,023


$
1,966


$
4,332


$
198


$
19,976Depreciation & Amortization

$
199


$
52


$
185


$
127


$
75


$
100


$
66


$
804Long-lived asset impairment charges

$



$



$
12


$
1


$
2


$



$



$
15Operating income (loss)

$
228


$
(44
)

$
(47
)

$
(21
)

$
(96
)

$
(397
)

$
(3,754
)

$
(4,131
)Equity income (loss)

$
5


$
(14
)

$
7


$
12


$
4


$
13


$
1


$
28Minority interest

$
(3
)

$
3


$
(21
)

$
(12
)

$
(1
)

$
(1
)

$
7


$
(28
)  45




---



##### Table of Contents



17.
    COMMITMENTS
    AND CONTINGENCIES  Bankruptcy
    Related Litigation
      Shareholder
    Lawsuits
     46




---



##### Table of Contents



Form 8-K
   47




---



##### Table of Contents



and/or
    Ordinary
    Business Litigation
       48




---



##### Table of Contents



2003-2005
      2005-2007
   49




---



##### Table of Contents



Environmental
    Matters
  non-U.S. environmental
      Form 10-K
 50




---



##### Table of Contents



Other
    18.
    SUBSEQUENT
    EVENTS        Form 10-Q
 51




---



##### Table of Contents



52




---



##### 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
   53




---



##### Table of Contents



Form 10-Q
  Proposed
    Plan of Reorganization and Transformation Plan
    Labor
      
    UAW, dated June 22, 2007;
    International Union of Electronic, Electrical, Salaried, Machine
    and Furniture Workers-Communication Workers of America
    (IUE-CWA), dated August 5, 2007; 54




---



##### Table of Contents




    International Association of Machinists and Aerospace Workers
    and its District 10 and Tool and Die Makers Lodge 78
    (IAM), dated July 31, 2007;
    International Brotherhood of Electrical Workers and its Local
    663 (IBEW) relating to Delphi Electronics and
    Safety, dated July 31, 2007;
    IBEW relating to Delphis Powertrain division, dated
    July 31, 2007;
    International Union of Operating Engineers (IUOE)
    Local 18S, dated August 1, 2007;
    IUOE Local 101S, dated August 1, 2007;
    IUOE Local 832S, dated August 1, 2007;
    United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
    Allied Industrial and Service Workers International Union and
    its Local Union 87L (together, the USW) relating to
    Delphis operations at Home Avenue, dated August 16,
    2007; and
    USW relating to Delphis operations at Vandalia, dated
    August 16, 2007.    
    were modified and extended to September 14, 2011 for the
    UAW, the IAM, the IBEW, the IUOE Local 18S, the IUOE Local 832S,
    and the USW;
    were modified and extended to October 12, 2011 for the
    IUE-CWA; and
    were terminated and superseded for the IUOE Local 101S by the
    settlement agreement for the IUOE Local 101S.      GM
    
    The initial GM contract rejection motion covered approximately
    half of the North American annual purchase volume revenue from
    GM.
    The hearing on the motion was initially scheduled to commence on
    September 28, 2006 but has been adjourned on multiple
    occasions to enable the parties to concentrate their resources
    and activities on discussions aimed at achieving a consensual
    resolution, and additional proceedings on the motion are 55




---



##### Table of Contents




    Most obligations set forth in the GSA are to be performed upon
    the occurrence of the effective date of the 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 Plan.
    GMs obligations under the GSA and MRA are conditioned
    upon, among other things, Delphis consummation of the
    Plan, including payment of amounts to settle GM claims as
    outlined below.
    Upon approval of the GSA and MRA as part of the Plan
    confirmation process, the Debtors anticipate seeking a
    withdrawal without prejudice of their motions filed under
    section 365 of the Bankruptcy Code.      
    GM will make significant contributions to cover costs associated
    with 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 possible following the effective date of the 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; 56




---



##### Table of Contents




    Delphi will transfer certain assets and liabilities of its
    Delphi Hourly-Rate Employees Pension Plan to the GM Hourly
    Pension Plan, as set forth in the union term sheets;
    Shortly after the effective date of the Plan, GM will receive a
    subordinated interest bearing note from Delphi in the amount of
    $1.5 billion to be paid within 10 days of its issuance;
    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 at specified manufacturing facilities;
    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
      
    During the third quarter of 2007, Delphi closed on the sales of
    assets related to its catalyst and brake hose product lines and
    obtained the Courts approval for the sale of substantially
    all of the assets of 57




---



##### Table of Contents



their Saltillo, Mexico brake plant business, refer to
    Note 4. Acquisitions and Divestitures to the consolidated
    financial statements for more information.  
    Although the Company intends to sell or wind-down its remaining
    non-core product lines and manufacturing sites, these product
    lines and manufacturing sites were not classified as held for
    sale in the current period because the court approval process
    required by the Bankruptcy Code is not complete and other held
    for sale criteria of SFAS No. 144 (SFAS
    144), Accounting for the Impairment or Disposal of
    Long-Lived Assets, were not met as of September 30,
    2007.    Cost Structure
    Pensions
     58




---



##### Table of Contents



The pertinent terms of the 2006 Waivers, as modified, are:
  
    No later than December 31, 2007, the Company must file a
    plan of reorganization with the Court providing for the
    continuation of the Hourly and Salaried Plans and compliance
    with the conditions of the waiver. The Company has satisfied
    this condition.
    The effective date of the Companys plan of reorganization
    must occur no later than February 29, 2008.
    Effective June 16, 2007, Delphi provided to the PBGC
    letters of credit in favor of the Hourly and Salaried Plans in
    the amount of $100 million to support funding obligations
    under the Hourly Plan and $50 million to support funding
    obligations under the Salaried Plan, which letters of credit
    will expire once Delphi satisfies the contribution requirements
    described below which must be satisfied within five days
    following the Companys emergence from chapter 11.  With respect to the 2006 Waiver for the Hourly Plan:
  
    Not later than five days after the effective date of the
    Companys plan of reorganization, the Company either
    (1) effects a transfer under IRC § 414(l) to a GM
    plan, (2) makes cash contributions to the Hourly Plan, or
    (3) makes a combination thereof that reduces the net
    unfunded liabilities of the Hourly Plan by at least
    $1.5 billion as determined on a basis in accordance with
    FASB Statement No. 87, Employers Accounting
    for Pensions.
    Not later than five days after the effective date of the
    Companys plan of reorganization, the Company makes a
    contribution equal to approximately $575 million. The
    Company must also deposit into escrow an amount equal to
    approximately $200 million.
    Not later than five months after the effective date of the
    Companys plan of reorganization, the Company calculates
    and contributes from the escrow account and, if necessary, from
    general Company assets the amount sufficient to result in a
    funded current liability percentage as of the effective date of
    the Companys plan of reorganization that is the same
    funded current liability percentage that would have existed as
    of the effective date of the Companys plan of
    reorganization if (a) the funding waiver had not been
    granted, (b) the § 414(l) transfer had not
    occurred, and (c) a contribution was made on the effective
    date of the Companys emergence equal to the accumulated
    ERISA funding deficiency as of September 30, 2007.
    Not later than five days after the effective date of the
    Companys plan of reorganization, the Company contributes
    $20 million for the plan year ended September 30,
    2007, which includes a full settlement of the potential excise
    tax claims for the accumulated funding deficiencies for the
    Hourly and Salary Plans related to the plan year ended
    September 30, 2005, and which amount cannot be taken into
    account for purposes of the calculation in the immediately
    preceding paragraph.
    Not later than five days after the effective date of the
    Companys plan of reorganization, the Company reimburses
    the PBGC for outside consulting fees incurred in reviewing the
    Companys funding waiver request in an amount not to exceed
    $2 million.
    The Company makes contributions to the Hourly Plan in amounts
    sufficient to meet the minimum funding standard for the Hourly
    Plan for the plan year ended September 30, 2007, by
    June 15, 2008.  With respect to the 2006 Waiver for the Salaried Plan:
  
    Not later than five days after the effective date of the
    Companys plan of reorganization, the Company makes
    contributions to the Salaried Plan for the year ended
    September 30, 2007 equal to the lesser of (i) the
    amount necessary to maintain a credit balance in the funding
    standard account of the Salaried 59




---



##### Table of Contents



Plan as of September 30, 2007, not less than the
    outstanding balance of the amortization base with respect to the
    waived amount that is established and maintained under IRC
    § 412(b)(2), or (ii) the full funding limitation
    for the plan year ended September 30, 2007.  
    Certain funding requirements are met with regard to post
    emergence plan years.  With respect to the 2007 Hourly Plan Waiver:
  
    Not later than five days after the effective date of the
    Companys plan of reorganization, the Company effects a
    transfer under section 414(1) of the IRC of $1.5 billion in
    net unfunded liabilities under the Hourly Plan to an overfunded
    GM plan.
    Not later than five days after the effective date of the
    Companys plan of reorganization, the Company contributes
    $20 million to the Hourly Plan (in addition to the
    $20 million contributions described in the conditions of
    the 2006 Waiver for the Hourly Plan).
    Other provisions related to treatment of contributions that may
    create a credit balance.
    No effect on the PBGCs right to hold the $100 million
    letter of credit with respect to the 2006 Waivers. Certain
    funding requirements are met with regard to post emergence plan
    years.    true-up
    Other Elements of Proposed Plan of Reorganization
     60




---



##### Table of Contents



Party

Plan

Potential AmendmentPlan Investors

Direct Investment- Purchase $400 million of preferred stock convertible
    at an assumed enterprise value of $11.75 billion
    - Purchase $400 million of preferred stock convertible at
    an assumed enterprise value of $12.80 billion
    - Purchase $175 million of new common stock of reorganized
    Delphi at an assumed enterprise value of $12.8 billion

Direct Investment- Purchase $400 million of preferred stock convertible
    at an assumed enterprise value of $10.80 billion
    - Purchase $400 million of preferred stock convertible at
    an assumed enterprise value of $11.80 billion
    - Purchase $175 million of new common stock of reorganized
    Delphi at an assumed enterprise value of $11.8 billionGM

Recovery of $2.7 billion- $2.7 billion in Cash

Recovery of $2.7 billion- $750 million in Cash
    - $750 million in a second lien note
    - $1.2 billion in junior convertible preferred stock 61




---



##### Table of Contents



Party

Plan

Potential AmendmentUnsecured Creditors

Par plus accrued recovery at Plan value of
    $13.9 billion- 80% in new common stock of reorganized Delphi valued at
    $45 per share 
    - 20% in Cash

Par plus accrued recovery at Plan value of
    $13.0 billion- 92.4% in new common stock of reorganized Delphi valued at
    $41.58 per share
    - 7.6% through pro rata participation in the Discount Rights
    Offering at $34.98 per shareDelphi Trust I and Delphi Trust II Preferred
    Securities

Par plus accrued recovery at Plan value of
    $13.9 billion- 100% in new common stock of reorganized Delphi valued at
    $45 per share

Par  only recovery at Plan value of $13.0 billion- 92.4% in new common stock of reorganized Delphi valued at
    $41.58 per share
    - 7.6% through pro rata participation in the Discount Rights
    Offering at $34.98 per shareExisting Common Stockholders

Par Value Rights- Right to acquire approximately 12,711,111 shares of
    new common stock of reorganized Delphi at a purchase price of
    $45.00 per share

Par Value Rights- Right to acquire approximately 12,711,111 shares of
    new common stock of reorganized Delphi at a purchase price of
    $41.58 per shareWarrants

Warrants- Warrants to acquire an additional 5% of new common stock of
    reorganized Delphi at $45.00 per share exercisable for
    five years after emergence

- Warrants to acquire $1.0 billion of new common stock of
    reorganized Delphi at $45.00 per share exercisable for
    six months after emergenceDirect Distribution- 1,476,000 shares of new common stock of reorganized
    Delphi

No provision for Direct DistributionDiscount Rights- Right to purchase 40,845,016 shares of new common
    stock of reorganized Delphi at a purchase price of $38.56 per
    share

No provision for participation in Discount Rights
    Offering       Equity Purchase and Commitment Agreement
   62




---



##### Table of Contents



Form 10-Q
     63




---



##### Table of Contents



64




---



##### Table of Contents



Form 10-K
   65




---



##### Table of Contents



DASE
    Liquidation
        Overview
    of Performance During the Third Quarter and First Nine Months of
    2007
   66




---



##### Table of Contents



and/or
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


Change


2007


2006


Change(dollars in millions)


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

$
2,626



42
%

$
2,598



43
%

$
28


$
8,302



42
%

$
8,884



44
%

$
(582
)Other customers


3,595



58
%


3,410



57
%


185



11,615



58
%


11,092



56
%


523Total net sales

$
6,221






$
6,008






$
213


$
19,917






$
19,976






$
(59
)Net loss

$
(1,169
)





$
(1,973
)





$
(804
)

$
(2,523
)





$
(4,611
)





$
(2,088
)    67




---



##### Table of Contents



68




---



##### Table of Contents



Consolidated
    Results of Operations
  Three
    and Nine Months Ended September 30, 2007 versus Three and
    Nine Months Ended September 30, 2006
    Three Months Ended September 30,


Nine Months Ended September 30,Favorable/








Favorable/2007


2006


(Unfavorable)


2007


2006


(Unfavorable)(dollars in millions)


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

$
2,626



42
%

$
2,598



43
%

$
28


$
8,302



42
%

$
8,884



44
%

$
(582
)Other customers


3,595



58
%


3,410



57
%


185



11,615



58
%


11,092



56
%


523Total net sales

$
6,221






$
6,008






$
213


$
19,917






$
19,976






$
(59
)Cost of sales


5,972







6,083







111



18,835







19,185







350Gross margin(a)

$
249



4.0
%

$
(75
)


(1.2
)%

$
324


$
1,082



5.4
%

$
791



4.0
%

$
291U.S employee workforce transition program charges


244







1,043







799



238







2,948







2,710Depreciation and amortization


232







262







30



736







804







68Long-lived asset impairment charges


23







15







(8
)


222







15







(207
)Selling, general and administrative


408







392







(16
)


1,218







1,155







(63
)Securities and ERISA litigation charge


21















(21
)


353















(353
)Operating loss

$
(679
)





$
(1,787
)





$
1,108


$
(1,685
)





$
(4,131
)





$
2,446Interest expense


(454
)






(116
)






(338
)


(630
)






(319
)






(311
)Loss on extinguishment of debt






















(23
)














(23
)Other income, net


22







8







14



60







31







29Loss before reorganization items, income taxes, minority
    interest, equity income, and cumulative effect of accounting
    change

$
(1,111
)





$
(1,895
)





$
784


$
(2,278
)





$
(4,419
)





$
2,141Reorganization items


(39
)






(25
)






(14
)


(120
)






(58
)






(62
)Loss before income taxes, minority interest, equity income, and
    cumulative effect of accounting change

$
(1,150
)





$
(1,920
)





$
770


$
(2,398
)





$
(4,477
)





$
2,079Income tax expense


(17
)






(46
)






29



(123
)






(137
)






14Loss before minority interest, equity income, and cumulative
    effect of accounting change

$
(1,167
)





$
(1,966
)





$
799


$
(2,521
)





$
(4,614
)





$
2,093Minority interest, net of tax


(12
)






(4
)






(8
)


(38
)






(28
)






(10
)Equity income, net of tax


10







(3
)






13



36







28







8Loss before cumulative effect of accounting change

$
(1,169
)





$
(1,973
)





$
804


$
(2,523
)





$
(4,614
)





$
2,091Cumulative effect of accounting change, net of tax






























3







(3
)Net loss

$
(1,169
)





$
(1,973
)





$
804


$
(2,523
)





$
(4,611
)





$
2,088     (a)
    
    Gross margin is defined as net sales less cost of sales
    (excluding U.S. employee workforce transition program charges,
    Depreciation and amortization, and Long-lived asset impairment
    charges). 69




---



##### Table of Contents



Net Sales
 Net Sales for the Three Months Ended September 30, 2007
    versus September 30, 2006.
      Net Sales for the Nine Months Ended September 30, 2007
    versus September 30, 2006
      Gross Margin
 Gross Margin for the Three Months Ended September 30,
    2007 versus September 30, 2006.
 70




---



##### Table of Contents



Gross Margin for the Nine Months Ended September 30,
    2007 versus September 30, 2006.
  U.S. Employee Workforce Transition Program Charges
 U.S. Employee Workforce Transition Program Charges for
    the Three and Nine Months Ended September 30,
    2007. EITF 88-23, Lump-Sum Payments under Union Contracts,
  U.S. Employee Workforce Transition Program Charges for
    the Three and Nine Months Ended September 30,
    2006. pre-retirement USW-represented
 71




---



##### Table of Contents



Depreciation and Amortization
 Depreciation and Amortization Expenses for the Three Months
    Ended September 30, 2007 versus September 30,
    2006.
  Depreciation and Amortization Expenses for the Nine Months
    Ended September 30, 2007 versus September 30,
    2006.
  Long-Lived Asset Impairment Charges
 Long-Lived Asset Impairment Charges for the Three Months
    Ended September 30, 2007 versus September 30,
    2006.
  Long-Lived Asset Impairment Charges for the Nine Months Ended
    September 30, 2007 versus September 30,
    2006.
  Selling, General and Administrative
 Selling, General and Administrative Expenses for the Three
    Months Ended September 30, 2007 versus September 30,
    2006.
 72




---



##### Table of Contents



Selling, General and Administrative Expenses for the Nine
    Months Ended September 30, 2007 versus September 30,
    2006.
  Securities and ERISA Litigation Charge
 Securities and ERISA Litigation Charge for the Three and Nine
    Months Ended September 30, 2007 versus September 30,
    2006.
  Interest Expense
 Interest Expense for the Three Months Ended
    September 30, 2007 versus September 30,
    2006. 90-7, (SOP 90-7).
  Interest Expense for the Nine Months Ended September 30,
    2007 versus September 30, 2006. SOP 90-7.
 73




---



##### Table of Contents



Loss on Extinguishment of Debt
 Loss on Extinguishment of Debt for the Three and Nine Months
    Ended September 30, 2007 versus September 30,
    2006.
  Other Income and Expense
 Other Income and Expense for the Three Months Ended
    September 30, 2007 versus September 30,
    2006.
  Other Income and Expense for the Nine Months Ended
    September 30, 2007 versus September 30,
    2006.
  Reorganization Items
 Reorganization Items for the Three Months Ended
    September 30, 2007 versus September 30,
    2006.
  Reorganization Items for the Nine Months Ended
    September 30, 2007 versus September 30,
    2006.
  Minority Interest, net of tax
 Minority Interest for the Three and Nine Months Ended
    September 30, 2007 versus September 30,
    2006.
  Equity Income, net of tax
 Equity Income for the Three and Nine Months Ended
    September 30, 2007 versus September 30,
    2006.
 74




---



##### Table of Contents



Cumulative Effect of Accounting Change, net of tax
 Cumulative Effect of Accounting Change for the Nine months
    ended September 30, 2007 versus September 30,
    2006. Share Based Payments
  Taxes
 Taxes for the Three and Nine Months Ended September 30,
    2007 versus September 30, 2006. non-U.S. operations. non-U.S. operations non-U.S. operations,
  Results
    of Operations by Segment
  Three
    and Nine Months Ended September 30, 2007 versus Three and
    Nine Months Ended
    September 30, 2006
  Electronics and Safety
   Three Months Ended


Nine Months EndedSeptember 30,


September 30,Favorable/








Favorable/2007


2006


(Unfavorable)


2007


2006


(Unfavorable)(dollars in millions)


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

$
345



30
%

$
327



29
%

$
18


$
1,091



30
%

$
1,058



29
%

$
33Other customers


736



64
%


745



67
%


(9
)


2,413



65
%


2,459



67
%


(46
)Inter-segment


65



6
%


46



4
%


19



192



5
%


175



4
%


17Total Other and Inter-segment


801



70
%


791



71
%


10



2,605



70
%


2,634



71
%


(29
)Total net sales

$
1,146






$
1,118






$
28


$
3,696






$
3,692






$
4Operating income

$
32






$
27






$
5


$
153






$
228






$
(75
)Gross margin


14.4
%






14.8
%










15.3
%






17.1
%   Net Sales
 75




---



##### Table of Contents



inter-segment
  Operating Income/Loss
  Powertrain Systems
   Three Months Ended


Nine Months EndedSeptember 30,


September 30,Favorable/








Favorable /2007


2006


(Unfavorable)


2007


2006


(Unfavorable)(dollars in millions)


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

$
404



31
%

$
368



31
%

$
36


$
1,243



30
%

$
1,305



33
%

$
(62
)Other customers


784



61
%


733



61
%


51



2,645



63
%


2,384



60
%


261Inter-segment


105



8
%


100



8
%


5



315



7
%


269



7
%


46Total Other and Inter-segment


889



69
%


833



69
%


56



2,960



70
%


2,653



67
%


307Total net sales

$
1,293






$
1,201






$
92


$
4,203






$
3,958






$
245Operating (loss)

$
(194
)





$
(85
)





$
(109
)

$
(219
)





$
(47
)





$
(172
)Gross margin


(4.0
%)






4.4
%










5.3
%






9.0
%   Net Sales
 76




---



##### Table of Contents



Operating Income/Loss
 77




---



##### Table of Contents



Electrical/Electronic Architecture
   Three Months Ended


Nine Months EndedSeptember 30,


September 30,Favorable/








Favorable /2007


2006


(Unfavorable)


2007


2006


(Unfavorable)(dollars in millions)


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

$
423



30
%

$
388



31
%

$
35


$
1,326



30
%

$
1,332



33
%

$
(6
)Other customers


955



68
%


808



65
%


147



2,956



67
%


2,561



64
%


395Inter-segment


36



2
%


41



4
%


(5
)


134



3
%


130



3
%


4Total Other and Inter-segment


991



70
%


849



69
%


142



3,090



70
%


2,691



67
%


399Total net sales

$
1,414






$
1,237






$
177


$
4,416






$
4,023






$
393Operating (loss) income

$
(23
)





$
(82
)





$
59


$
16






$
(21
)





$
37Gross margin


9.2
%






4.1
%










10.6
%






9.4
%   Net Sales
      Operating Income/Loss
 78




---



##### Table of Contents



Thermal Systems
   Three Months Ended


Nine Months EndedSeptember 30,


September 30,Favorable/








Favorable/2007


2006


(Unfavorable)


2007


2006


(Unfavorable)(dollars in millions)


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

$
321



56
%

$
320



58
%

$
1


$
997



56
%

$
1,095



61
%

$
(98
)Other customers


224



39
%


206



37
%


18



692



39
%


620



34
%


72Inter-segment


24



5
%


24



5
%






82



5
%


92



5
%


(10
)Total Other and Inter-segment


248



44
%


230



42
%


18



774



44
%


712



39
%


62Total net sales

$
569






$
550






$
19


$
1,771






$
1,807






$
(36
)Operating (loss) income

$
(9
)





$
(70
)





$
61


$
26






$
(44
)





$
70Gross margin


7.6
%






(3.8
%)










9.8
%






5.8
%   Net Sales
   79




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##### Table of Contents



Operating Income/Loss
  Steering
   Three Months Ended


Nine Months EndedSeptember 30,


September 30,Favorable/








Favorable/2007


2006


(Unfavorable)


2007


2006


(Unfavorable)(dollars in millions)


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

$
402



62
%

$
347



61
%

$
55


$
1,264



62
%

$
1,212



62
%

$
52Other customers


231



36
%


197



34
%


34



749



36
%


662



34
%


87Inter-segment


13



2
%


29



5
%


(16
)


40



2
%


92



4
%


(52
)Total Other and Inter-segment


244



38
%


226



39
%


18



789



38
%


754



38
%


35Total net sales

$
646






$
573






$
73


$
2,053






$
1,966






$
87Operating income (loss)

$
23






$
(49
)





$
72


$
(147
)





$
(96
)





$
(51
)Gross margin


12.2
%






2.3
%










8.1
%






4.2
%   Net Sales
 80




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##### Table of Contents



Operating Income/Loss
  Automotive Holdings Group
   Three Months Ended


Nine Months EndedSeptember 30,


September 30,Favorable/








Favorable/2007


2006


(Unfavorable)


2007


2006


(Unfavorable)(dollars in millions)


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

$
617



56
%

$
709



56
%

$
(92
)

$
2,045



55
%

$
2,414



56
%

$
(369
)Other customers


403



36
%


469



37
%


(66
)


1,377



37
%


1,601



37
%


(224
)Inter-segment


89



8
%


96



7
%


(7
)


287



8
%


317



7
%


(30
)Total Other and Inter-segment


492



44
%


565



44
%


(73
)


1,664



45
%


1,918



44
%


(254
)Total net sales

$
1,109






$
1,274






$
(165
)

$
3,709






$
4,332






$
(623
)Operating loss

$
(73
)





$
(157
)





$
84


$
(388
)





$
(397
)





$
9Gross margin


1.7
%






(3.8
%)










(2.6
%)






(1.4
%)   Net Sales
 81




---



##### Table of Contents



pass-through.
      Operating Income/Loss long-lived
  Corporate and Other
     Three Months Ended


Nine Months EndedSeptember 30,


September 30,Favorable/








Favorable/2007


2006


(Unfavorable)


2007


2006


(Unfavorable)(dollars in millions)


(dollars in millions)Net Sales

$
44


$
55


$
(11
)

$
69


$
198


$
(129
)Operating loss

$
(435
)

$
(1,371
)

$
936


$
(1,126
)

$
(3,754
)

$
2,628  82




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##### Table of Contents



Net Sales
  Operating Income/Loss
  Liquidity
    and Capital Resources
  Overview
    of Capital Structure
     83




---



##### Table of Contents



non-U.S. subsidiaries) debtor-in-possession.
      12-month
       84




---



##### Table of Contents



debtor-in-possession
  Form 10-K
  Form 10-K
  
   85




---



##### Table of Contents



September 30,


December 31,2007


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

$
1,984


$
1,984Junior subordinated notes due 2033


391



391Other debt


62



70Total long-term debt subject to compromise


2,437



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






1,507Prepetition term loan, due 2011






985Refinanced DIP term loan


2,746



Refinanced DIP revolving credit facility


480



Accounts receivable factoring


479



409DIP term loan






250European securitization


175



122Other debt


86



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


3,966



3,339Other long-term debt


37



49Total debt not subject to compromise


4,003



3,388Total outstanding debt

$
6,440


$
5,833   Prepetition
    Indebtedness
  Form 10-K
  Senior Unsecured Debt. SOP 90-7,
  Junior Subordinated Notes. 1 4 Form 10-K
 86




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##### Table of Contents



1 4 five-year
    Prepetition Credit Facilities.
  Other
    Financing
        Credit
    Ratings, Stock Listing
  point-in-time point-in-time
 87




---



##### Table of Contents



Form 10-Q, Form 10-Q, 1 2 1 8 Dealers-developed
  Cash
    Flows
  Operating Activities.
    Investing Activities.
  Financing Activities.
 88




---



##### Table of Contents



Dividends. debtor-in-possession
  Shareholder
    Lawsuits
       89




---



##### Table of Contents



Form 8-K
     90




---



##### Table of Contents



and/or
    Bankruptcy
    Related Litigation
      Environmental
    Matters
  non-U.S. environmental
 91




---



##### Table of Contents



Form 10-K
   92




---



##### Table of Contents



Other
    Inflation
    Recently
    Issued Accounting Pronouncements
    Significant
    Accounting Policies and Critical Accounting Estimates
  Form 10-K
  Accounting for Uncertainty in Income Taxes, an
    interpretation of FASB Statement No. 109, Form 10-Q.
  Forward-Looking
    Statements
  Form 10-Q, debtor-in-possession
 93




---



##### Table of Contents



and/or Form 10-K 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
 94




---



##### Table of Contents



Form 10-K
  Changes
    in internal control over financial reporting
  Form 10-K
  Form 10-K
  Form 10-K
 95




---



##### Table of Contents



PART II.
    OTHER INFORMATION
  ITEM 1.
    LEGAL
    PROCEEDINGS  Form 10-K
    ITEM 1A.
    RISK
    FACTORS  Form 10-K Form 10-Q Form 10-K Form 10-Q and/or
  debtor-in-possession debtor-in-possession debtor-in-possession
  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   96




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##### Table of Contents



ITEM 6.
    EXHIBITS  ExhibitNumber

Exhibit Name2(a)

Joint Plan of Reorganization of Delphi Corporation and Certain
    Affiliates, Debtors and
    Debtors-in-Possession,
    dated September 6, 2007, and Disclosure Statement With
    Respect to Joint Plan of Reorganization of Delphi Corporation
    and Certain Affiliates, Debtors and
    Debtors-in-Possession
    dated September 6, 2007, incorporated by reference to
    Exhibit 99(a) and Exhibit 99(b), respectively, to
    Delphis Report on
    Form 8-K
    filed September 7, 2007.3(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, 2005.4(a)

Rights Agreement relating to Delphis Stockholder Rights
    Plan, incorporated by reference to Exhibit(4)(a) to
    Delphis Annual Report on
    Form 10-K
    for the year ended December 31, 1998, as amended by the
    First Amendment thereto, which is incorporated by reference to
    Exhibit 99(a) to Delphis Report on
    Form 8-K
    dated May 11, 2005, as amended by the Second Amendment
    thereto, which is incorporated by reference to
    Exhibit 99(d) to Delphis Report on
    Form 8-K
    dated January 18, 2007, as amended by the Third Amendment
    thereto, dated August 2, 2007, which is incorporated by
    reference to Delphis Report on
    Form 10-Q,
    dated June 30, 2007.10(a)

Memorandum of Understanding between Delphi Corporation and the
    International Union of Electronic, Electrical, Salaried, Machine
    and Furniture Workers-Communication Workers of America and
    General Motors Corporation, dated August 5, 2007,
    incorporated by reference to Exhibit 99(a) to Delphis
    Report on
    Form 8-K
    filed August 22, 2007.10(b)

Memorandum of Understanding between Delphi Corporation and the
    International Association of Machinists and Aerospace Workers
    and its District 10 and Tool and Die Makers Lodge 78 and General
    Motors Corporation, dated July 31, 2007, incorporated by
    reference to Exhibit 99(b) to Delphis Report on
    Form 8-K
    filed August 22, 2007.10(c)

Memorandum of Understanding between Delphi Corporation and the
    International Brotherhood of Electrical Workers and its Local
    663 and General Motors Corporation, relating to Delphi
    Electronics and Safety, dated July 31, 2007, incorporated
    by reference to Exhibit 99(b) to Delphis Report on
    Form 8-K
    filed August 22, 2007.10(d)

Memorandum of Understanding between Delphi Corporation and the
    International Brotherhood of Electrical Workers and its Local
    663 and General Motors Corporation, relating to Delphis
    Powertrain division, dated July 31, 2007, incorporated by
    reference to Exhibit 99(b) to Delphis Report on
    Form 8-K
    filed August 22, 2007.10(e)

Memorandum of Understanding between Delphi Corporation and the
    International Union of Operating Engineers Local 18S and General
    Motors Corporation, dated August 1, 2007, incorporated by
    reference to Exhibit 99(b) to Delphis Report on
    Form 8-K
    filed August 22, 2007.10(f)

Memorandum of Understanding between Delphi Corporation and the
    International Union of Operating Engineers Local 101S and
    General Motors Corporation, dated August 1, 2007,
    incorporated by reference to Exhibit 99(b) to Delphis
    Report on
    Form 8-K
    filed August 22, 2007.10(g)

Memorandum of Understanding between Delphi Corporation and the
    International Union of Operating Engineers Local 832S and
    General Motors Corporation, dated August 1, 2007,
    incorporated by reference to Exhibit 99(b) to Delphis
    Report on
    Form 8-K
    filed August 22, 2007.10(h)

Memorandum of Understanding between Delphi Corporation and the
    United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
    Allied Industrial and Service Workers International Union and
    its Local Union 87L and General Motors Corporation, relating to
    Delphis operations at Home Avenue, dated August 16,
    2007, incorporated by reference to Exhibit 99(a) to
    Delphis Report on
    Form 8-K
    filed September 4, 2007. 97




---



##### Table of Contents



ExhibitNumber

Exhibit Name10(i)

Memorandum of Understanding between Delphi Corporation and the
    United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
    Allied Industrial and Service Workers International Union and
    its Local Union 87L and General Motors Corporation, relating to
    Delphis operations at Vandalia, dated August 16,
    2007, incorporated by reference to Exhibit 99(a) to
    Delphis Report on
    Form 8-K
    filed September 4, 2007.10(j)

Order entered by the United States District Court to
    preliminarily certify the class and approving the settlement of
    the Multidistrict Litigation, including the Stipulation and
    Agreement of Settlement With Certain Defendants 
    Securities, Stipulation and Agreement of Settlement With Certain
    Defendants  ERISA Actions, and Stipulation and
    Agreement of Insurance Settlement, each dated August 31,
    2007, incorporated by reference to Exhibit 99(a), 99(b),
    and 99(c), respectively, to Delphis Report on
    Form 8-K
    filed September 5, 2007.31(a)

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

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

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

Certification Pursuant to 18 U.S.C. Section 1350,
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.  98




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##### Table of Contents



SIGNATURE
    Delphi Corporation
   November 6, 2007

/s/ Thomas S. TimkoThomas S. Timko
    Chief Accounting Officer and Controller  99