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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
(Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2004ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from  to .
 1-14787
 DELPHI CORPORATION
  Delaware
    
    38-3430473(State or other jurisdiction of
    
    (IRS employerincorporation or organization)
    
    identification number)5725 Delphi Drive, Troy, Michigan
    
    48098(Address of principal executive offices)
    
    (zip code)
 (248) 813-2000
 Securities registered pursuant to Section 12(b) of the Act:Title of each class
    
    Name of each exchange on which registeredCommon Stock, $0.01 par value per share
    
    New York Stock Exchange(including the associated Preferred Share Purchase Rights)6 1/2% senior notes due May 1, 2009
    
    New York Stock Exchange7 1/8% debentures due May 1, 2029
    
    New York Stock Exchange8 1/4% Cumulative Trust Preferred Stock of Delphi Trust I
    
    New York Stock Exchange
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   DOCUMENTS
INCORPORATED BY REFERENCE
  WEBSITE ACCESS TO COMPANYS REPORTS
 www.delphi.com




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TABLE OF CONTENTS  Explanatory NoteITEM 6. SELECTED FINANCIAL DATASIGNATURESEXHIBIT INDEXCertification of Chief Executive Officer Pursuant to Section 302Certification of Chief Financial Officer Pursuant to Section 302Certification Pursuant to 18 U.S.C. Section 1350Certification Pursuant to 18 U.S.C. Section 1350    Table of Contents  
 Explanatory Note
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ITEM 6. SELECTED FINANCIAL DATA
   Year Ended December 31,2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    2000 (4)(As Restated
    
    
    (As Restated
    
    
    (As Restated
    
    
    (As RestatedSee Note 2)
    
    
    See Note 2)
    
    
    See Note 2)
    
    
    See Note 2)(in millions, except per share amounts)Statement of Operations Data:Net sales
    
    $
    28,622
    
    
    $
    28,077
    
    
    $
    27,641
    
    
    $
    26,302
    
    
    $
    29,224Net (loss) income (1) (2)
    
    $
    (4,753
    )
    
    $
    (10
    )
    
    $
    318
    
    
    $
    (428
    )
    
    $
    748Basic (loss) earnings per share
    
    $
    (8.47
    )
    
    $
    (0.02
    )
    
    $
    0.57
    
    
    $
    (0.76
    )
    
    $
    1.33Diluted (loss) earnings per share
    
    $
    (8.47
    )
    
    $
    (0.02
    )
    
    $
    0.57
    
    
    $
    (0.76
    )
    
    $
    1.33Cash dividends declared per share
    
    $
    0.28
    
    
    $
    0.28
    
    
    $
    0.28
    
    
    $
    0.28
    
    
    $
    0.28Ratio of earnings to fixed charges (3).
    
    
    N/A
    
    
    
    N/A
    
    
    
    2.6
    
    
    
    N/A
    
    
    
    5.3Balance Sheet Data:Total assets
    
    $
    16,593
    
    
    $
    21,066
    
    
    $
    19,692
    
    
    $
    18,928
    
    
    $
    18,986Total debt
    
    
    2,980
    
    
    
    3,456
    
    
    
    3,215
    
    
    
    3,629
    
    
    
    3,677Stockholders (deficit) equity
    
    
    (3,539
    )
    
    
    1,446
    
    
    
    1,232
    
    
    
    2,267
    
    
    
    3,676
 (1)
    
    Effective January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142
Goodwill and Other Intangible Assets and no longer amortize purchased goodwill.
 (2)
    
    2004 net loss includes $4.7 billion of income tax expense recorded to provide a non-cash
valuation allowance on U.S. deferred tax assets, as described in Note 6, Income Taxes, to our
consolidated financial statements included elsewhere in this report on Form 10-K.
 (3)
    
    Fixed charges exceeded earnings by $719 million, $137 million and $663 million for the years
ended December 31, 2004, 2003 and 2001, respectively resulting in a ratio of less than one.
 (4)
    
    Previously reported net income of $817 million for the year ended December 31, 2000 has been
restated to reflect an additional warranty provision of $112 million ($69 million after tax)
that was previously accounted for as a reduction to additional paid-in capital rather than
additional expense. The impact of this correction was to decrease net income by $69 million,
basic earnings per share by $0.13, diluted earnings per share by $0.12, and ratio of earnings
to fixed charges by 0.4. In addition, additional paid-in capital was increased and retained
earnings was decreased at December 31, 2000 by $69 million, resulting in no change in
previously reported stockholders equity at that date.
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SIGNATURES
  DELPHI CORPORATION(Registrant)By:
    
    /s/ Robert S. Miller, Jr.(Robert S. Miller, Jr., Chairmanof the Board of Directors & ChiefExecutive Officer)
  Signature
    
    Title/s/ Robert S. Miller, Jr.

(Robert S. Miller, Jr.)
    
    Chairman of the Board & Chief Executive
Officer
(Principal Executive Officer)/s/ Rodney ONeal

(Rodney ONeal)
    
    Director, President & Chief Operating
Officer/s/ Robert J. Dellinger

(Robert J. Dellinger)
    
    Executive Vice President & Chief Financial
Officer
(Principal Financial Officer)/s/ John D. Sheehan

(John D. Sheehan)
    
    Vice President and Chief Restructuring Officer,
Chief Accounting Officer and Controller
(Principal Accounting Officer)/s/ John D. Opie

(John D. Opie)
    
    Director
(Lead Independent Director)/s/ Oscar de Paula Bernardes Neto
(Oscar de Paula Bernardes Neto)
    
    Director/s/ Robert H. Brust

(Robert H. Brust)
    
    Director/s/ Virgis W. Colbert

(Virgis W. Colbert)
    
    Director/s/ David N. Farr

(David N. Farr)
    
    Director/s/ Dr. Bernd Gottschalk

(Dr. Bernd Gottschalk)
    
    Director/s/ Craig G. Naylor

(Craig G. Naylor)
    
    Director




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EXHIBIT INDEX
 ExhibitNumber
    
    Description31(a)
    
    Certification of Chief Executive
Officer pursuant to Section 30231(b)
    
    Certification of Chief Financial Officer pursuant to Section 30232(a)
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232(b)
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002