##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 WASHINGTON, D.C.
    20549-1004
   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, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to
    .   Commission file
    No. 1-14787
  DELPHI CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Delaware

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

(IRS employer identification number)5725 Delphi Drive, Troy,
    Michigan(Address of principal
    executive offices)

48098(Zip code)    (248) 813-2000
    o þ
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ




---



##### 



DELPHI
    CORPORATION
  INDEX
  PagePart I 
    Financial InformationItem 1.

Financial
    Statements (Unaudited)Consolidated
    Statements of Operations for the Three Months Ended
    March 31, 2006 and 2005


3Consolidated
    Balance Sheets as of March 31, 2006 and December 31,
    2005


4Consolidated
    Statements of Cash Flows for the Three Months Ended
    March 31, 2006 and 2005


5Notes to
    Consolidated Financial Statements


6Item 2.

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


27Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


42Item 4.

Controls and
    Procedures


42Part II 
    Other InformationItem 1.

Legal
    Proceedings


43Item 1A.

Risk
    Factors


43Item 2.

Unregistered Sales
    of Equity Securities and Use of Proceeds


43Item 3.

Defaults Upon
    Senior Securities


43Item 6.

Exhibits


43Signature


45Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to 18 U.S.C. Section 1350Certification Pursuant to 18 U.S.C. Section 1350
   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 31,2006


2005(in millions, except per share amounts)Net sales:General Motors and affiliates

$
3,217


$
3,399Other customers


3,756



3,463Total net sales


6,973



6,862Operating expenses:Cost of sales, excluding items
    listed below


6,559



6,500Selling, general and administrative


376



394Depreciation and amortization


270



292Total operating expenses


7,205



7,186Operating loss


(232
)


(324
)Interest expense (contractual
    interest expense for the three months ended March 31, 2006
    was $140 million, Note 1)


(99
)


(54
)Other income, net


11



5Loss before reorganization items,
    income taxes, minority interest, equity income, and cumulative
    effect of accounting change


(320
)


(373
)Reorganization items, net


(13
)


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


(333
)


(373
)Income tax expense


(40
)


(37
)Loss before minority interest,
    equity income and cumulative effect of accounting change


(373
)


(410
)Minority interest, net of tax


(10
)


(8
)Equity income


17



15Loss before cumulative effect of
    accounting change


(366
)


(403
)Cumulative effect of accounting
    change, net


3



Net loss

$
(363
)

$
(403
)Basic and diluted loss per shareBefore cumulative effect of
    accounting change

$
(0.66
)

$
(0.73
)Cumulative effect of accounting
    change


0.01



Basic and diluted loss per share

$
(0.65
)

$
(0.73
)Dividends declared per share

$
0.00


$
0.03    3




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##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)
  CONSOLIDATED BALANCE SHEETS
  March 31,2006


December 31,(Unaudited)


2005(in millions)ASSETSCurrent assets:Cash and cash equivalents

$
1,869


$
2,221Restricted cash


38



36Accounts receivable, net:General Motors and affiliates


2,286



1,920Other


3,129



2,975Inventories, net:Productive material,
    work-in-process
    and supplies


1,398



1,350Finished goods


560



524Deferred income taxes


60



51Prepaid expenses and other


447



477Total current assets


9,787



9,554Long-term assets:Property, net


5,082



5,108Deferred income taxes


127



59Investments in affiliates


430



418Goodwill


366



363Other intangible assets, net


51



54Pension intangible assets


891



891Other


585



576Total long-term assets


7,532



7,469Total assets

$
17,319


$
17,023LIABILITIES AND
    STOCKHOLDERS DEFICITCurrent liabilities:Notes payable, current portion of
    long-term debt, and debt in default

$
3,096


$
3,117Accounts payable


2,697



2,494Accrued liabilities


1,406



1,192Total current liabilities


7,199



6,803Long-term debt


274



273Pension benefits


324



310Other


719



651Liabilities subject to compromise


15,201



15,074Total liabilities


23,717



23,111Minority interest in consolidated
    subsidiaries


161



157Stockholders deficit:Common stock, $0.01 par value,
    1,350 million shares authorized, 565 million shares
    issued in 2006 and 2005


6



6Additional paid-in capital


2,750



2,744Accumulated deficit


(6,792
)


(6,429
)Minimum pension liability


(2,397
)


(2,395
)Accumulated other comprehensive
    loss, excluding minimum pension liability


(74
)


(119
)Treasury stock, at cost
    (3.2 million shares in 2006 and 2005)


(52
)


(52
)Total stockholders deficit


(6,559
)


(6,245
)Total liabilities and
    stockholders deficit

$
17,319


$
17,023    4




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##### Table of Contents



DELPHI
    CORPORATION(DEBTOR-IN-POSSESSION)
  CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
  Three Months EndedMarch 31,2006


2005(in millions)Cash flows from operating
    activities:Net loss

$
(363
)

$
(403
)Adjustments to reconcile net loss
    to net cash (used in) provided by operating activities:Depreciation and amortization


270



292Deferred income taxes


(3
)


(2
)Pension and other postretirement
    benefit expenses


402



399Equity income


(17
)


(15
)Reorganization items


13



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


(616
)


137Inventories, net


(85
)


(24
)Prepaid expenses and other


(85
)


42Accounts payable


325



171Employee and product line
    obligations






(26
)Accrued and other long-term
    liabilities


205



39Pension contributions and benefit
    payments


(74
)


(14
)Other postretirement benefit
    payments


(57
)


(43
)Net payments for reorganization
    items


(11
)


Other, net


3



(24
)Net cash (used in) provided by
    operating activities


(93
)


529Cash flows from investing
    activities:Capital expenditures


(251
)


(199
)Proceeds from sale of property


6



6Increase in restricted cash


(2
)


Other, net


15



12Net cash used in investing
    activities


(232
)


(181
)Cash flows from financing
    activities:Repayments under cash overdraft


(29
)


Net repayments of borrowings under
    other short-term debt agreements


(7
)


(79
)Dividend payments






(39
)Other, net


(7
)


(5
)Net cash used in financing
    activities


(43
)


(123
)Effect of exchange rate
    fluctuations on cash and cash equivalents


16



(25
)Increase (decrease) in cash and
    cash equivalents


(352
)


200Cash and cash equivalents at
    beginning of period


2,221



950Cash and cash equivalents at end
    of period

$
1,869


$
1,150    5




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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
    Bankruptcy Filing and Going Concern debtors-in-possession non-U.S. subsidiaries
  debtor-in-possession
  (SOP 90-7),
 6




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##### Table of Contents



SOP 90-7
  Contractual Interest Expense SOP 90-7.
  Use of Estimates
  Annual Incentive Plan Form 8-K
  Postemployment Benefits
  Employee Termination Benefits and Other Exit
    Costs
 7




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##### Table of Contents



Recently Issued Accounting
    Pronouncements Accounting for
    Uncertainty in Income Taxes, an interpretation of FASB Statement
    No. 109. Accounting for Income Taxes.
  2. CHAPTER
    11 BANKRUPTCY
  No. 05-44481 debtors-in-possession non-U.S. subsidiaries
  Accounting for the impairment or Disposal of Long-Lived
    Assets
 8




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##### Table of Contents



Employers Accounting
    for Settlements and Curtailments of Defined Benefit Pension
    Plans and for Termination Benefits Employers Accounting for
    Postretirement Benefits Accounting for the Impairment or Disposal of Long-Lived
    Assets Accounting
    for Costs Associated with Exit or Disposal Activities.
   9




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##### Table of Contents



Basis
    of Presentation
  Condensed Combined
    Debtors-in-Possession
    Financial Statements SOP 90-7.
  Intercompany Transactions
 10




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##### 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 EndedMarch 31, 2006(in millions)Net sales:General Motors and affiliates

$
2,791Other customers


1,811Intercompany non-Debtor
    subsidiaries


154Total net sales


4,756Operating expenses:Cost of sales, excluding items
    listed below


4,719Selling, general and administrative


256Depreciation and amortization


165Total operating expenses


5,140Operating loss


(384
)Interest expense (contractual
    interest expense was $129 million)


(87
)Loss before reorganization items,
    income tax expense, equity income and cumulative effect of
    accounting change


(471
)Reorganization items, net


(9
)Loss before income tax expense,
    equity income and cumulative effect of accounting change


(480
)Income tax expense


(4
)Loss before equity income and
    cumulative effect of accounting change


(484
)Equity income from
    non-consolidated subsidiaries


14Equity income from non-Debtor
    subsidiaries, net of tax


104Loss before cumulative effect of
    accounting change


(366
)Cumulative effect of accounting
    change, net


3Net loss

$
(363
)  11




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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 31,2006


December 31,(Unaudited)


2005(in millions)ASSETSCurrent assets:Cash and cash equivalents

$
984


$
1,361Accounts receivable, net:General Motors and affiliates


1,972



1,654Other third parties


1,370



1,428Non-Debtor subsidiaries


316



287Notes receivable from non-Debtor
    subsidiaries


355



349Inventories, net:Productive material,
    work-in-process
    and supplies


837



820Finished goods


303



286Prepaid expenses and other


305



354Total current assets


6,442



6,539Long-term assets:Property, net


2,701



2,743Investments in affiliates


368



356Investments in non-Debtor
    subsidiaries


3,290



3,131Goodwill


139



139Other intangible assets, net


40



42Pension intangible assets


871



871Other


315



319Total long-term assets


7,724



7,601Total assets

$
14,166


$
14,140LIABILITIES AND
    STOCKHOLDERS DEFICITCurrent liabilities not subject to
    compromise:Notes payable and secured debt in
    default

$
2,492


$
2,519Accounts payable


1,192



1,027Accounts payable to non-Debtor
    subsidiaries


465



486Accrued liabilities


510



410Total current liabilities


4,659



4,442Debtor-in-possession
    financing


250



250Employee benefit plan obligations
    and other


554



550Liabilities subject to compromise


15,262



15,143Total liabilities


20,725



20,385Stockholders deficit:Common stock, $0.01 par
    value, 1,350 million shares authorized, 565 million
    shares issued in 2006 and 2005


6



6Additional paid-in capital


2,750



2,744Accumulated deficit


(6,792
)


(6,429
)Minimum pension liability, Debtors
    only


(2,305
)


(2,304
)Accumulated other comprehensive
    loss, including minimum pension liability of non-Debtor
    subsidiaries


(166
)


(210
)Treasury stock, at cost
    (3.2 million shares in 2006 and 2005)


(52
)


(52
)Total stockholders deficit


(6,559
)


(6,245
)Total liabilities and
    stockholders deficit

$
14,166


$
14,140  12




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

$
(363
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation and amortization


165Pension and other postretirement
    benefit expenses


386Equity income from
    non-consolidated subsidiaries


(14
)Equity income from non-Debtor
    subsidiaries, net of tax


(104
)Reorganization items


9Changes in operating assets and
    liabilities:Accounts receivable, net


(341
)Inventories, net


(35
)Prepaid expenses and other


(64
)Accounts payable, accrued and
    other long-term liabilities


265Pension contributions and benefit
    payments


(59
)Other postretirement benefit
    payments


(57
)Payments for reorganization items,
    net


(10
)Other, net


(6
)Net cash used in operating
    activities


(228
)Cash flows from investing
    activities:Capital expenditures


(101
)Proceeds from sale of property


6Other, net


(24
)Net cash used in investing
    activities


(119
)Cash flows from financing
    activities:Proceeds from prepetition secured
    revolving credit facility, net


2Repayments under cash overdraft


(29
)Repayments of borrowings under
    other short-term debt agreements


(3
)Net cash used in financing
    activities


(30
)Decrease in cash and cash
    equivalents


(377
)Cash and cash equivalents at
    beginning of period


1,361Cash and cash equivalents at end
    of period

$
984   3.
    SHARE-BASED
    COMPENSATION  Share-Based Payments
 13




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##### Table of Contents



Three Months EndedMarch 31, 2005(in millions, exceptper share amounts)Net loss, as reported

$
(403
)Add: Share-based compensation
    expense recognized, net of related tax effects


3Less: Total share-based employee
    compensation expense determined under fair value method for all
    awards, net of related tax effects


(5
)Pro forma net loss

$
(405
)Loss per share:Basic and diluted  as
    reported

$
(0.73
)Basic and diluted  pro
    forma

$
(0.73
)   Share-Based Compensation Plans
     14




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##### Table of Contents



Weighted AverageStock Options


Exercise Price(in thousands)Outstanding as of
    December 31, 2005


84,565


$
13.72Exercised





$
Forfeited or expired


(3,390
)

$
14.82Outstanding as of March 31,
    2006


81,175


$
13.68Exercisable as of March 31,
    2006


73,397


$
14.14     Approved
    by Stockholders
  Range of

Outstanding


Weighted Average


Weighted Average


Number of


Weighted AverageExercise Prices

Stock Options


Remaining Life


Exercise Price


Stock Options Exercisable


Exercise Price(in thousands)








(in thousands)$ 8.43 - $10.00


10,723



7.0


$
8.43



7,132


$
8.43$10.01 - $20.00


47,900



4.6


$
13.52



43,713


$
13.85$20.01 - $20.97


73



2.7


$
20.66



73


$
20.6658,696






$
12.60



50,918


$
13.10   Other
    Plans
  Range of

Outstanding


Weighted Average


Weighted Average


Number of


Weighted AverageExercise Prices

Stock Options


Remaining Life


Exercise Price


Stock Options Exercisable


Exercise Price(in thousands)








(in thousands)$ 9.55 - $10.00


1



1.7


$
9.55



1


$
9.55$10.01 - $20.00


19,923



3.4


$
15.96



19,923


$
15.96$20.01 - $24.76


2,555



2.7


$
20.64



2,555


$
20.6422,479






$
16.49



22,479


$
16.49      15




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##### Table of Contents



Restricted Stock Units
    Weighted AverageRestricted


Grant DateStock Units


Fair Value(in thousands)Non-vested at December 31,
    2005


10,027


$
8.58Vested





$
Forfeited


(219
)

$
8.39Non-vested at March 31, 2006


9,808


$
8.58     4.
    REORGANIZATION
    ITEMS  SOP 90-7
  Three Months EndedMarch 31, 2006(in millions)Professional fees directly related
    to reorganization

$
31Interest income


(16
)Gain on settlement of prepetition
    liabilities


(2
)Total Reorganization Items

$
13     5.
    WEIGHTED
    AVERAGE SHARES AND DIVIDENDS     16




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##### Table of Contents



6.
    WARRANTIES      March 31,2006


2005(in millions)Accrual balance at beginning of
    year

$
312


$
274Provision for estimated warranties
    accrued during the period


51



27Settlements made during the period
    (in cash or in kind)


(46
)


(42
)Foreign currency translation


1



(4
)Accrual balance at end of period

$
318


$
255     7.
    LIABILITIES
    SUBJECT TO COMPROMISE     17




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##### Table of Contents



SOP 90-7
  March 31,


December 31,2006


2005(in millions)Pension obligations

$
3,664


$
3,578Postretirement obligations other
    than pensions, including amounts payable to GM


7,535



7,331Debt and notes payable


2,060



2,062Accounts payable


834



916Junior subordinated notes due to
    Delphi Trust I and II


403



403Postemployment benefits for other
    than temporarily idled employees


129



148Other


576



636Total Liabilities Subject to
    Compromise

$
15,201


$
15,074   8.
    PENSION
    AND OTHER POSTRETIREMENT BENEFITS    Employers Accounting for Postretirement Benefits
    Other than Pensions,
 18




---



##### Table of Contents



non-U.S. subsidiaries non-U.S. plans
  non-U.S. salaried
  OtherPension Benefits


PostretirementU.S. Plans


Non-U.S. Plans


BenefitsThree Months Ended March 31,2006


2005


2006


2005


2006


2005(in millions)Service cost

$
73


$
73


$
10


$
8


$
45


$
47Interest cost


185



181



16



16



130



141Expected return on plan assets


(205
)


(197
)


(16
)


(15
)






Special termination benefits






















2Amortization of prior service costs


33



35



1



1



(25
)


(1
)Amortization of actuarial losses


57



53



6



8



78



49Net periodic benefit cost

$
143


$
145


$
17


$
18


$
228


$
238   9.
    DERIVATIVES
    AND HEDGING ACTIVITIES  Accounting for Derivative
    Instruments and Hedging Activities,
   19




---



##### Table of Contents



March 31, 2006


December 31, 2005(in millions)Current assets

$
25


$
5Non-current assets


8



2Total assets

$
33


$
7Current liabilities

$
32


$
8Non-current liabilities


1



Total liabilities

$
33


$
8       10.
    STOCKHOLDERS
    DEFICIT    Accumulated OtherComprehensive LossCommon


Additional





Minimum








TotalStock


Paid-In


Accumulated


Pension





Treasury


StockholdersShares


Amount


Capital


Deficit


Liability


Other


Stock


Deficit(in millions)Balance at January 1,
    2006


565


$
6


$
2,744


$
(6,429
)

$
(2,395
)

$
(119
)

$
(52
)

$
(6,245
)Net loss














(363
)














(363
)Currency translation adjustments
    and other, net of tax


















(2
)


51







49Net change in unrecognized gain on
    derivative instruments, net of tax






















(6
)






(6
)Total comprehensive loss






























(320
)Share-based compensation, net










6



















6Balance at March 31,
    2006


565


$
6


$
2,750


$
(6,792
)

$
(2,397
)

$
(74
)

$
(52
)

$
(6,559
)  20




---



##### Table of Contents



Three Months EndedMarch 31,2006


2005(in millions)Net loss

$
(363
)

$
(403
)Other comprehensive income (loss):Currency translation adjustments
    and other, net of tax


49



(119
)Net change in unrecognized gain on
    derivative instruments, net of tax


(6
)


(16
)Other comprehensive income (loss)


43



(135
)Comprehensive loss

$
(320
)

$
(538
)   11.
    SEGMENT
    REPORTING    
    Dynamics, Propulsion, Thermal & Interior Sector, which
    includes selected businesses from our energy and engine
    management systems, chassis, steering and thermal systems and
    interior product lines.
    Electrical, Electronics & Safety Sector, which includes
    selected businesses from our automotive electronics, audio,
    consumer and aftermarket products, communication systems, safety
    and power and signal distribution systems product lines.
    Automotive Holdings Group, which is comprised of select product
    lines and plant sites that do not meet our targets for net
    income or other financial metrics, allowing for consistent and
    targeted management focus on finding solutions to these
    businesses.      Dynamics,Propulsion,


Electrical,


AutomotiveThermal &


Electronics &


HoldingsInterior


Safety


Group


Other(a)


Total(in millions)For the Three Months
    Ended:March 31, 2006Net sales to GM and affiliates

$
1,656


$
1,203


$
350


$
8


$
3,217Net sales to other customers


1,510



2,059



165



22



3,756Inter-sector net sales


177



83



152



(412
)


Total net sales

$
3,343


$
3,345


$
667


$
(382
)

$
6,973Operating (loss) income

$
(148
)

$
121


$
(243
)

$
38


$
(232
)  21




---



##### Table of Contents



Dynamics,Propulsion,


Electrical,


AutomotiveThermal &


Electronics &


HoldingsInterior


Safety


Group


Other(a)


Total(in millions)For the Three Months
    Ended:March 31, 2005Net sales to GM and affiliates

$
1,677


$
1,368


$
378


$
(24
)

$
3,399Net sales to other customers


1,325



2,008



111



19



3,463Inter-sector net sales


210



93



166



(469
)


Total net sales

$
3,212


$
3,469


$
655


$
(474
)

$
6,862Operating (loss) income

$
(183
)

$
169


$
(259
)

$
(51
)

$
(324
)     (a)
    
    Other includes activity not allocated to the product sectors
    including the Companys medical systems operations and
    elimination of inter-sector transactions.  Disclosures about Segments of an Enterprise and Related
    Information.
  12.
    COMMITMENTS
    AND CONTINGENCIES  Regulatory
    Actions and Other Matters      Shareholder
    Lawsuits   22




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and/or
   23




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Ordinary
    Business Litigation           24




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13.
    SUBSEQUENT
    EVENTS      Form 10-Q
   25




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26




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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
    
    Obtain, through negotiations with its U.S. labor unions and
    GM, modifications to its collective bargaining agreements to
    transform to a competitive U.S. labor cost structure;
    Conclude negotiations with GM to finalize its financial support
    for the legacy and labor costs we currently carry and to
    ascertain its business commitment to Delphi going forward;
    Streamline our product portfolio and focus on those core
    technologies for which we believe we have significant
    competitive and technological advantages and make the necessary
    manufacturing alignment;
    Transform our salaried workforce to ensure that our
    organizational and cost structure is competitive and aligned
    with our product portfolio and manufacturing footprint; and
    Devise a workable solution to our current pension situation,
    whether by extending pension payments or otherwise.   27




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28




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Form 10-K
  Overview
    of Performance During the First Quarter of 2006
     29




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year-over-year
  and/or
   30




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Form 10-K
  Results
    of Operations
  Three
    Months Ended March 31, 2006 versus Three Months Ended
    March 31, 2005
  Net Sales.
  Three Months EndedMarch 31,Product Sector

2006


2005(in millions)Dynamics, Propulsion,
    Thermal & Interior

$
3,343


$
3,212Electrical, Electronics &
    Safety


3,345



3,469Automotive Holdings Group


667



655Other (a)


(382
)


(474
)Net sales

$
6,973


$
6,862     (a)
    
    Other includes activity not allocated to the product sectors
    including the Companys medical systems operations and
    eliminations of inter-sector transactions.       31




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Gross Margin.
  Selling, General and Administrative.
  Depreciation and Amortization.
  Operating Results.
  Three Months EndedMarch 31,Product Sector

2006


2005(in millions)Dynamics, Propulsion,
    Thermal & Interior

$
(148
)

$
(183
)Electrical, Electronics &
    Safety


121



169Automotive Holdings Group


(243
)


(259
)Other (a)


38



(51
)Total operating loss

$
(232
)

$
(324
)     (a)
    
    Other includes activity not allocated to the product sectors
    including the Companys medical systems operations and
    eliminations of inter-sector transactions.   32




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Interest Expense.
  Other Income and Expense.
  Reorganization Items.
  Taxes. non-U.S. operations. non-U.S. operations
  Liquidity
    and Capital Resources
  Overview
    of Capital Structure
       33




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debtor-in-possession.
  12-month debtor-in-possession
   34




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
       35




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Prepetition
    Indebtedness
  Form 10-K
  Bonds and Trust Preferred
    Securities. SOP 90-7,
  1 4 over-the-counter 1 4
    Prepetition Credit Facilities. 364-day
  364-day
 36




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Other
    Financing
      Credit
    Ratings, Stock Listing
  point-in-time
  1 2 1 8 Form 10-Q
 37




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Form 10-Q 1 2 1 8
  Cash
    Flows
  Operating Activities.
  Investing Activities.
  Financing Activities.
  Dividends.
  Shareholder
    Lawsuits
       38




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and/or
      Regulatory
    Actions and Other Matters
   39




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Environmental
    Matters
  non-U.S. environmental
    and/or
  Inflation
    Recently
    Issued Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes, an
    interpretation of FASB Statement No. 109. Accounting
    for Income Taxes.
 40




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Significant
    Accounting Policies and Critical Accounting Estimates
  Form 10-K
  Share-Based Payments Form 10-Q.
  Forward-Looking
    Statements
  Form 10-Q, debtor-in-possession Form 10-K and/or
 41




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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 Form 10-K
  Changes
    in internal control over financial reporting
  Form 10-K
 42




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PART II.
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS  Form 10-K
    ITEM 1A.
    RISK
    FACTORS  Form 10-K Form 10-K and/or
  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 6.
    EXHIBITS  ExhibitNumber

Exhibit Name3
(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)

By-laws of Delphi Automotive
    Systems Corporation, incorporated by reference to
    Exhibit 3.2 to Delphis Registration Statement on
    Form S-1
    (Registration
    No. 333-67333).10
(a)

First Amendment to Amended and
    Restated Credit Agreement and Amended and Restated Security and
    Pledge Agreement, dated as of February 3, 2006, among
    Delphi and the lenders named therein, incorporated by reference
    to Exhibit 99 (a) to Delphis Report on
    Form 8-K
    filed on February 8, 2006. 43




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ExhibitNumber

Exhibit Name10
(b)

Order Under 11 U.S.C.
    §§ 105 and 363 entered by the United States
    Bankruptcy Court for the Southern District of New York
    Authorizing the Debtors to Implement a Short-Term Annual
    Incentive Program dated February 17, 2006, incorporated by
    reference to Exhibit 99 (a) to Delphis Report on
    Form 8-K
    filed on February 23, 2006.*10
(c)

UAW-GM-Delphi Special Attrition
    Program agreement, dated March 22, 2006, among Delphi,
    General Motors Corporation and the International Union, United
    Automobile, Aerospace, and Agricultural Implement Workers of
    America (UAW), incorporated by reference to
    Exhibit 99 (a) to Delphis Report on
    Form 8-K
    filed on March 27, 2006.31
(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. 44




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SIGNATURE    Delphi
    Corporation(Registrant)August 15, 2006

/s/  John
    D. SheehanJohn D. SheehanVice President and Chief
    Restructuring Officer,Chief Accounting Officer  45




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EXHIBIT INDEX
  Exhibit No.

Description31
(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.  46