Delphi (DPH) 8-K Regulation FD Disclosure

Exhibit 99(a)

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

Debtors:Delphi Corporation,etal.⁽¹⁾
Case Number:Jointly Administered 05-44481 (RDD)

Monthly Operating Report for the Month Ended:
October 31, 2006

Debtors’ Address:
5725 Delphi Drive
Troy, Michigan 48098

Monthly Operating Loss:$82 million

Debtors’ Attorneys:
John Wm. Butler Jr. (JB 4711)
John K. Lyons (JL 4951)
Ron E. Meisler (RM 3026)
Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Suite 2100
Chicago, IL 60606
Telephone: (312) 407-0700
Facsimile: (312) 407-0411

And

Kayalyn A. Marafioti (KM 9632)
Thomas J. Matz (TM 5986)
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Telephone: (212) 735-3000
Facsimile: (212) 735-2000

Report Preparer:

The undersigned, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verifies under the penalty of perjury that the information contained therein is complete, accurate and truthful to the best of my knowledge.⁽²⁾

Date:November 30, 2006	/s/ ROBERT J. DELLINGER
	Robert J. Dellinger
	Executive Vice President and Chief Financial Officer

(1)	See next page for a listing of Debtors by case number.
(2)	All amounts herein are unaudited and subject to revision. The Debtors reserve all rights to revise this report.

DELPHI CORPORATION,etal.
MONTHLY OPERATING REPORT

⁽¹⁾ The Debtors in these jointly administered cases are as follows:

	Case
Debtor Name	Number
Delphi NY Holdings Corporation		05-44480
Delphi Corporation		05-44481
ASEC Manufacturing General Partnership		05-44482
ASEC Sales General Partnership		05-44484
Environmental Catalysts, LLC		05-44503
Delphi Medical Systems Colorado Corporation		05-44507
Delphi Medical Systems Texas Corporation		05-44511
Delphi Medical Systems Corporation		05-44529
Specialty Electronics International Ltd.		05-44536
Specialty Electronics, Inc.		05-44539
Delphi Liquidation Holding Company		05-44542
Delphi Electronics (Holding) LLC		05-44547
Delphi Technologies, Inc.		05-44554
Delphi Automotive Systems Tennessee, Inc.		05-44558
Delphi Mechatronic Systems, Inc.		05-44567
Delphi Automotive Systems Risk Management Corporation		05-44570
Exhaust Systems Corporation		05-44573
Delphi China LLC		05-44577
Delphi Automotive Systems Korea, Inc.		05-44580
Delphi International Services, Inc.		05-44583
Delphi Automotive Systems Thailand, Inc.		05-44586
Delphi Automotive Systems International, Inc.		05-44589
Delphi International Holdings Corporation		05-44591
Delphi Automotive Systems Overseas Corporation		05-44593
Delphi Automotive Systems (Holding), Inc.		05-44596
Delco Electronics Overseas Corporation		05-44610
Delphi Diesel Systems Corporation		05-44612
Delphi LLC		05-44615
Aspire, Inc.		05-44618
Delphi Integrated Service Solutions, Inc.		05-44623
Delphi Connection Systems		05-44624
Packard Hughes Interconnect Company		05-44626
DREAL, Inc.		05-44627
Delphi Automotive Systems Services LLC		05-44632
Delphi Services Holding Corporation		05-44633
Delphi Automotive Systems Global (Holding), Inc.		05-44636
Delphi Foreign Sales Corporation		05-44638
Delphi Automotive Systems Human Resources LLC		05-44639
Delphi Automotive Systems LLC		05-44640
Delphi Furukawa Wiring Systems LLC		05-47452
Delphi Receivables LLC		05-47459
MobileAria, Inc.		05-47474

Case Number: 05-44481 (RDD) (Jointly Administered)

2

DELPHI CORPORATION,etal.
MONTHLY OPERATING REPORT
INDEX

Description	Page
Condensed Combined Debtors-in-Possession Statement of Operations for the month ended October 31, 2006 and Year to Date January 1 to October 31, 2006		4
Condensed Combined Debtors-in-Possession Balance Sheet as of October 31, 2006		5
Condensed Combined Debtors-in-Possession Statement of Cash Flows for the month ended October 31, 2006		6
Notes to Monthly Operating Report		7
Schedule of Payroll and Payroll Taxes Withheld and Incurred		12
Schedule of Payroll Taxes Paid		13
Schedule of Other Taxes Collected, Incurred and Paid		15
Schedule of Disbursements		17

Case Number: 05-44481 (RDD) (Jointly Administered)

3

DELPHI CORPORATION,etal.
MONTHLY OPERATING REPORT
CONDENSED COMBINED DEBTORS-IN-POSSESSION STATEMENT OF OPERATIONS
(Non-filed entities, principally non-U.S. subsidiaries, excluded from Debtor group)

				Year to Date
	Month Ended			January 1 to
	October 31, 2006			October 31, 2006
	(in millions)
Net sales:
General Motors and affiliates	$	888		$	8,514
Other customers		560			5,719
Intercompany non-Debtor subsidiaries		52			504
Total net sales		1,500			14,737
Operating expenses:
Cost of sales, excluding items listed below		1,438			14,827
U.S. employee special attrition program charges		—			2,932
Selling, general and administrative		88			873
Depreciation and amortization		56			540
Total operating expenses		1,582			19,172
Operating loss		(82	)		(4,435	)
Interest expense (contractual interest expense was $43 million and $436 million, respectively)		(32	)		(310	)
Other income (expense), net		—			(4	)
Loss before reorganization items, income tax expense, equity income, and cumulative effect of accounting change		(114	)		(4,749	)
Reorganization items, net		(5	)		(47	)
Income tax expense		(35	)		(28	)
Equity income from non-consolidated subsidiaries, net of tax		4			40
Equity income from non-Debtor subsidiaries, net of tax		96			349
Cumulative effect of accounting change, net of tax		—			3
Net loss	$	(54	)	$	(4,432	)

The accompanying notes are an integral part of the financial statements.

Case Number: 05-44481 (RDD) (Jointly Administered)

4

DELPHI CORPORATION,etal.
MONTHLY OPERATING REPORT
CONDENSED COMBINED DEBTORS-IN-POSSESSION BALANCE SHEET
(Non-filed entities, principally non-U.S. subsidiaries, excluded from Debtor group)

	October 31, 2006
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	448
Restricted cash		106
Accounts receivable, net:
General Motors and affiliates		2,029
Other third parties		1,223
Non-Debtor subsidiaries		302
Notes receivable from non-Debtor subsidiaries		341
Inventories, net:
Productive material, work-in-process and supplies		965
Finished goods		291
Prepaid expenses and other		302
Total current assets		6,007
Long-term assets:
Property, net		2,454
Investments in affiliates		375
Investments in non-Debtor subsidiaries		3,621
Goodwill		152
Other intangible assets, net		38
Pension intangible assets		394
Other		324
Total assets	$	13,365
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities not subject to compromise:
Secured debt in default	$	2,492
Debtor-in-possession financing		250
Accounts payable		1,274
Accounts payable to non-Debtor subsidiaries		399
Accrued liabilities		1,322
Total current liabilities not subject to compromise		5,737
Long-term liabilities not subject to compromise:
Employee benefit plan obligations and other		765
Liabilities subject to compromise		16,751
Total liabilities		23,253
Stockholders’ deficit:
Common stock, $0.01 par value, 1,350 million shares authorized, 565 million shares issued		6
Additional paid-in capital		2,764
Accumulated deficit		(10,861	)
Minimum pension liability, Debtors only		(1,736	)
Accumulated other comprehensive loss, including minimum pension liability of non-Debtor subsidiaries		(9	)
Treasury stock, at cost (3.2 million shares)		(52	)
Total stockholders’ deficit		(9,888	)
Total liabilities and stockholders’ deficit	$	13,365

The accompanying notes are an integral part of the financial statements.

Case Number: 05-44481 (RDD) (Jointly Administered)

5

DELPHI CORPORATION,etal.
MONTHLY OPERATING REPORT
CONDENSED COMBINED DEBTORS-IN-POSSESSION STATEMENT OF CASH FLOWS
(Non-filed entities, principally non-U.S. subsidiaries, excluded from Debtor group)

	Month Ended
	October 31, 2006
	(in millions)
Cash flows from operating activities:
Net loss	$	(54	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		56
Pension and other postretirement benefit expenses		96
Equity income from unconsolidated subsidiaries, net of tax		(4	)
Equity income from non-Debtor subsidiaries, net of tax		(96	)
Reorganization items		5
Changes in operating assets and liabilities:
Accounts receivable, net		156
Inventories, net		(3	)
Prepaid expenses and other		(25	)
Accounts payable, accrued and other long-term liabilities		(6	)
Pension contributions		(61	)
Other postretirement benefit payments		(22	)
Receipts (payments) for reorganization items, net		8
Other		2
Net cash provided by operating activities		52
Cash flows from investing activities:
Capital expenditures		(13	)
Proceeds from sale of property		1
Increase in restricted cash		(1	)
Other		(1	)
Net cash used in investing activities		(14	)
Cash flows from financing activities:
Repayments of borrowings under other debt		(1	)
Net cash used in financing activities		(1	)
Increase in cash and cash equivalents		37
Cash and cash equivalents at beginning of period		411
Cash and cash equivalents at end of period	$	448

The accompanying notes are an integral part of the financial statements.

Case Number: 05-44481 (RDD) (Jointly Administered)

6

DELPHI CORPORATION,etal.
NOTES TO MONTHLY OPERATING REPORT

1. Background and Organization

     General –Delphi Corporation (“Delphi” or the “Company”) is a world-leading supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology.

     Chapter 11 Reorganization Cases –On October 8, 2005, Delphi and certain of its United States (“U.S.”) subsidiaries (the “Initial Filers”) filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”), and on October 14, 2005, three additional U.S. subsidiaries of Delphi (collectively with the Initial Filers, the “Debtors”) filed voluntary petitions for relief under the Bankruptcy Code (the Debtors’ October 8, 2005 and October 14, 2005 filings are referred to herein collectively as the “Chapter 11 Filings”). See the second page of this report for a listing of the Debtors and case number information. The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. Delphi’s non-U.S. subsidiaries were not included in the filings and will continue their business operations without supervision from U.S. courts. On October 17, 2005 the Office of the United States Trustee for the Southern District of New York appointed a statutory committee of unsecured creditors. The composition of the creditors’ committee was subsequently changed. On March 22, 2006, the Court granted a motion to create an equity committee to represent the interests of Delphi’s stock owners and on April 28, 2006, the U.S. Trustee appointed a committee of equity security holders in these chapter 11 cases. The equity committee’s composition was also later changed.

     On January 20, 2006, the Debtors filed with the Court the Schedules of Assets and Liabilities and Statements of Financial Affairs (the “Schedules and Statements”), as required by the Bankruptcy Code. In addition, on February 1, 2006 and April 18, 2006, the Debtors filed certain amendments to the Schedules and Statements.

     On February 3, 2006, the United States Trustee convened a meeting of creditors of Delphi pursuant to section 341 of the Bankruptcy Code. A section 341 meeting is a statutorily mandated meeting of creditors, presided over by the United States Trustee, at which a debtor’s representatives appear. All creditors of the debtor are entitled to attend a section 341 meeting. At the conclusion of the section 341 meeting, the United States Trustee closed the meeting.

     On April 12, 2006, the Court established a bar date of July 31, 2006 for filing proofs of claim against the Debtors’ estates.

2. Basis of Presentation

     Condensed Combined Debtor-in-Possession Financial Statements –The financial statements and supplemental information contained herein are unaudited, preliminary and may not comply with generally accepted accounting principles in the United States of America (“U.S. GAAP”), in all material respects. In addition, the financial statements and supplemental information contained herein represent the condensed combined financial information for the Debtors only. Delphi’s non-Debtor subsidiaries are treated as non-consolidated subsidiaries in the attached financial statements and as such, their net income (loss) is included as “Equity income from non-Debtor subsidiaries, net of tax” in the statement of operations and their net assets are included as “Investments in non-Debtor subsidiaries” in the balance sheet.

     American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (“SOP 90-7”), which is applicable to companies in chapter 11, generally does not change the manner in which financial statements are prepared. It does require, however, that the financial statements for periods subsequent to the filing of the chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. The Debtors’ financial statements contained herein have been prepared in accordance with the guidance in SOP 90-7.

     The unaudited combined financial statements have been derived from the books and records of the Debtors. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with U.S. GAAP, and upon the application of such procedures (such as tests for asset impairment), the Debtors believe that the financial information could be subject to changes, and these changes could be material. The information furnished in this report includes primarily normal recurring adjustments but does not include all of the adjustments that would typically be made for quarterly financial statements in accordance with

Case Number: 05-44481 (RDD) (Jointly Administered)

7

DELPHI CORPORATION,etal.
NOTES TO MONTHLY OPERATING REPORT

U.S. GAAP. As of October 31, 2006, certain prepaid balances and pre- and postpetition trade accounts payable balances are subject to further review and possible reclassification. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, this report should be read in conjunction with our consolidated financial statements and notes thereto included in our 2005 Annual Report on Form 10-K and our 2006 Quarterly Reports on Form 10-Q that were filed with the United States Securities and Exchange Commission.

     The results of operations contained herein are not necessarily indicative of results which may be expected from any other period or for the full year and may not necessarily reflect the consolidated results of operations, financial position and cash flows of the Debtors in the future.

     Intercompany Transactions –Intercompany transactions between Debtors have been eliminated in the financial statements contained herein. Intercompany transactions with the Debtors’ non-Debtor subsidiaries have not been eliminated in the financial statements and are reflected as intercompany receivables, loans, and payables.

     General Motors and Affiliates–Includes activity with General Motors Corporation (“GM”) and its consolidated subsidiaries. Activity with GM’s non-consolidated subsidiaries (such as GM Shanghai) and activity with other Tier 1 suppliers who sell directly to GM is classified as other (non-GM) customer activity.

     Restricted Cash –Primarily includes balances restricted for use for the pre-retirement portion of the special attrition program.

     Property –Includes property, plant, and equipment and is recorded at cost net of accumulated depreciation.

     Special Attrition Program –On March 22, 2006, Delphi, GM and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) agreed on a special attrition program, and on May 5, 2006, the Court entered an order approving the motion with certain modifications. The order was subsequently amended on May 12, 2006. The special attrition program offered, among other things, certain eligible Delphi U.S. hourly employees represented by the UAW normal and early voluntary retirements with a lump sum incentive payment of $35,000, which is being paid by GM. The program also provided a pre-retirement program and the ability for certain UAW-represented employees to transfer to and retire from GM. On June 5, 2006, Delphi, GM, and the UAW subsequently agreed on a supplemental agreement that expanded the special attrition program to include a pre-retirement program for employees with 26 years of credited service and provided buyout payments which, depending on the amount of seniority or credited service, ranged from $40,000 to $140,000. GM has agreed to pay one-half of these buyout amounts. The supplemental agreement was approved by the Court on June 29, 2006 and on July 7, 2006 the Court entered an order approving the motion. Approximately 21,800 U.S. hourly employees represented by the UAW were eligible for buyout payments, with approximately 14,700 of those employees eligible to participate in the retirement and pre-retirement programs. The application period for eligible employees to elect an option under the supplemental agreement ended September 15, 2006. Approximately 13,800 UAW-represented employees elected to participate in the special attrition program.

     On June 16, 2006, Delphi, GM, and the Industrial Division of the Communication Workers of America, AFL-CIO, CLC (“IUE-CWA”) reached agreement on the terms of a special attrition program which mirrors in all material respects the UAW special attrition program taken together with the UAW supplemental agreement. GM has agreed to pay the incentive payment of $35,000 and to pay one-half of the buyout payments, except for employees at Delphi’s New Brunswick operations, with respect to whom previously agreed upon terms apply. The IUE-CWA special attrition program was approved by the Court on June 29, 2006 and on July 7, 2006, the Court entered an order approving the motion. Approximately 7,500 U.S. hourly employees represented by the IUE-CWA were eligible for buyout payments, with approximately 3,200 of those employees eligible to participate in the retirement and pre-retirement programs. The application period for eligible employees to elect an option under the special attrition program ended August 9, 2006. Approximately 6,300 IUE-CWA-represented employees elected to participate in the special attrition program.

     The Debtors have recorded postemployment wage and benefit charges in “U.S. employee special attrition program charges” of approximately $1 billion year to date for the pre-retirement and buyout portions of the cost of the special attrition programs for UAW and IUE-CWA-represented hourly employees who elected to participate in the special attrition program. In addition, the Debtors recorded a net pension and postemployment benefit

Case Number: 05-44481 (RDD) (Jointly Administered)

8

DELPHI CORPORATION,etal.
NOTES TO MONTHLY OPERATING REPORT

curtailment charge in “U.S. employee special attrition program charges” of approximately $1.9 billion year to date, primarily due to reductions in anticipated future service as a result of the retirements.

     As a result of the special attrition program, the Debtors determined that previously recorded accruals for postemployment benefits, representing the future cash expenditures expected during the period between the idling of affected employees and the time when such employees are redeployed, retire, or otherwise terminate their employment, were no longer necessary and accordingly were released. The Debtors have recorded credits in “Cost of Sales” of approximately $107 million year to date as a result of the release of previously recorded postemployment benefit accruals.

     As discussed above, GM agreed to pay the lump sum incentive payments of $35,000 per eligible employee, and one-half of the buyout payments ranging from $40,000 to $140,000 per eligible employee, depending on the amount of seniority or credited service. Since, however, all of the underlying employee payroll and related data resides in the Debtors’ recordkeeping systems, Delphi in conjunction with GM determined that the most practical and expeditious way to make these payments timely would be for the Debtors to pay their employees directly and invoice GM for reimbursement of the amounts paid. Delphi has recorded approximately $305 million in the balance sheet caption “Accounts Receivable, net – General Motors and affiliates” for these amounts owed by GM as of October 31, 2006. Delphi will invoice GM as these amounts are paid to employees upon their retirement or exit from Delphi.

     Contractual Interest Expense–Contractual interest expense represents amounts due under the contractual terms of outstanding debt during the month, including unsecured debt subject to compromise for which interest expense is not recognized in the income statement in accordance with the provisions of SOP 90-7.

     Taxes –Delphi accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes,” and recognizes current and deferred income tax assets and liabilities based upon all events that have been recognized in the consolidated financial statements as measured by the enacted tax laws. Due to the Company’s history of U.S. losses over the past years, combined with the deterioration in its current U.S. operating outlook, during the fourth quarter of 2004, Delphi established a 100% valuation allowance against its U.S. deferred tax assets. As a result, Delphi discontinued recognizing income tax benefits for net operating losses incurred in periods subsequent to December 31, 2004 and continues to record a 100% valuation allowance against all U.S. deferred tax assets.

     The Debtors have received authorization, but not direction, to pay sales, use, trust fund, and certain other taxes in the normal course. Accordingly, the Debtors have paid the applicable taxes when due. See the schedules of payroll and other taxes paid for additional information regarding taxes paid.

3. Debtor-in-Possession (“DIP”) Financing

     On October 14, 2005, Delphi entered into a Revolving Credit, Term Loan and Guaranty Agreement (the “DIP Credit Facility”) to borrow up to $2.0 billion from a syndicate of lenders. The DIP Credit Facility consists of a $1,750 million revolving facility and a $250 million term loan facility (collectively, the “DIP Loans”). The DIP Credit Facility contains various representations, warranties, and covenants by the Debtors that are customary for transactions of this nature, including (without limitation) reporting requirements and maintenance of financial covenants.

     On October 27, 2005, Delphi entered into the First Amendment to the DIP Credit Facility (the “First Amendment”). Under the terms of the First Amendment the Company has agreed, among other things, to mandatory prepayments from Asset Sales and Recovery Events (each as defined in the First Amendment). The First Amendment also modified the terms of the Borrowing Base (as defined in the DIP Credit Facility) computation, which limits the amount outstanding under the DIP Loans at any one time.

     On October 28, 2005, the Court granted, on a final basis, the Debtors’ motion for approval of the DIP financing order. The DIP financing order granted final approval of the DIP Credit Facility, as amended, and final approval of an adequate protection package for certain prepetition facilities. Following approval of the final DIP financing order, the Debtors have access to $2 billion in DIP financing subject to the terms and conditions set forth in the DIP financing documents, as amended, and $2.5 billion under certain prepetition facilities, for a total financing of $4.5 billion.

Case Number: 05-44481 (RDD) (Jointly Administered)

9

DELPHI CORPORATION,etal.
NOTES TO MONTHLY OPERATING REPORT

     On November 21, 2005, Delphi entered into an Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement (the “Amended DIP Credit Facility”) which, among other things, adds new lenders to the DIP Credit Facility, increases the interest rate that was provided under the DIP Credit Facility, and alters the provisions regarding future amendments. The Amended DIP Credit Facility carries an interest rate at the option of Delphi of either (i) the Administrative Agent’s Alternate Base Rate (as defined in the Amended DIP Credit Facility) plus 1.75% or (ii) 2.75% above the Eurodollar base rate, which is the London Interbank Borrowing Rate (“LIBOR”). The LIBOR interest rate period can be set at a one, three, or six-month period as selected by Delphi in accordance with the terms of the Amended DIP Credit Facility. Accordingly, the interest rate will fluctuate based on the movement of the Alternate Base Rate or LIBOR through the term of the DIP Loans. The Amended DIP Credit Facility will expire on the earlier of October 8, 2007 and the date of substantial consummation of a Reorganization Plan that is confirmed pursuant to an order of the Court. Borrowings under the Amended DIP Credit Facility are prepayable at Delphi’s option without premium or penalty.

     Also on November 21, 2005, the $250 million term loan was funded. As of October 31, 2006 the Company was paying interest on the term loan at LIBOR plus 2.75% for a one month period and effective November 24, 2006, the Company elected LIBOR plus 2.75% for a three month period. As of October 31, 2006, there were no amounts outstanding under the DIP revolving facility, but the Company had approximately $85 million in letters of credit outstanding under the DIP revolving facility as of that date.

4. Reorganization Items

     SOP 90-7 requires reorganization items such as realized gains and losses from the settlement of prepetition liabilities, provisions for losses resulting from the reorganization and restructuring of the business, as well as professional fees directly related to the process of reorganizing the Debtors under chapter 11, to be separately disclosed. The Debtors’ reorganization items consist of the following:

				Year to Date
	Month Ended			January 1 to
	October 31, 2006			October 31, 2006
	(in millions)
Professional fees directly related to reorganization	$	(10	)	$	(118	)
Interest income		5			68
Gain on settlement of prepetition liabilities		—			3
Total Reorganization Items	$	(5	)	$	(47	)

     Professional fees directly related to the reorganization (“Professional Fees”) include fees and reimbursable expenses associated with advisors to the Debtors, unsecured creditors, secured creditors and unions. Professional Fees also include approximately $2 million for the month ended October 31, 2006 and $10 million year to date of fees for certain legal advisors to GM. Professional Fees for the month ended October 31, 2006 were estimated by the Debtors and will be reconciled to actual invoices when received.

5. Liabilities Subject To Compromise

     As a result of the Chapter 11 Filings, the payment of prepetition indebtedness is subject to compromise or other treatment under a plan of reorganization. Generally, actions to enforce or otherwise effect payment of pre-chapter 11 liabilities are stayed. Although prepetition claims are generally stayed, at hearings held in mid October 2005 and November 2005, the Court granted final approval of the Debtors’ “first day” motions generally designed to stabilize the Debtors’ operations and covering, among other things, human capital obligations, supplier relations, customer relations, business operations, tax matters, cash management, utilities, case management, and retention of professionals.

     The Debtors have been paying and intend to continue to pay undisputed postpetition claims in the ordinary course of business. In addition, the Debtors may reject prepetition executory contracts and unexpired leases with respect to the Debtors’ operations with the approval of the Court. Damages resulting from rejection of executory contracts and unexpired leases are treated as general unsecured claims and will be classified as liabilities subject to compromise. On April 12, 2006, the Court entered an order establishing July 31, 2006 as the bar date. The bar date was the date by which claims against the Debtors arising prior to the Debtors’ Chapter 11 Filings were required to

Case Number: 05-44481 (RDD) (Jointly Administered)

10

DELPHI CORPORATION,etal.
NOTES TO MONTHLY OPERATING REPORT

be filed if the claimants were to receive any distribution in the chapter 11 cases. On April 17, 2006, the Debtors commenced notification, including publication, to all known actual and potential creditors informing them of the bar date and the required procedures with respect to the filing of proofs of claim with the Court. Any differences between claim amounts listed by the Debtors in their Schedules of Assets and Liabilities (as amended) and claims filed by creditors will be investigated and, if necessary, the Court will make the final determination as to the amount, nature, and validity of claims. As of November 2, 2006, the Debtors received approximately 16,000 proofs of claim, a portion of which assert, in part or in whole, unliquidated claims. In addition, the Debtors have compared proofs of claim received to scheduled liabilities and determined that there are certain scheduled liabilities for which no proof of claim was filed. In the aggregate, total proofs of claim and scheduled liabilities assert approximately $37 billion in liquidated amounts plus certain unliquidated amounts. Although the Debtors have not completed the process of reconciling these proofs of claim and thus the ultimate amount of such liabilities is not determinable at this time, the Debtors believe that the aggregate amount of claims filed is likely to exceed the amount that will ultimately be allowed by the Court. Notwithstanding, the determination of how liabilities will ultimately be settled and treated cannot be made until the Court approves a chapter 11 plan of reorganization. Classification for purposes of these financial statements of any prepetition liabilities on any basis other than liabilities subject to compromise is not an admission against interest or legal conclusion by the Debtors as to the manner of classification, treatment, allowance, or payment in the Debtors’ chapter 11 cases, including in connection with any plan of reorganization that may be confirmed by the Court and that may become effective pursuant to the Court’s order.

     SOP 90-7 requires prepetition liabilities that are subject to compromise to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise may be subject to future adjustments depending on Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, or other events. Liabilities subject to compromise consist of the following:

	October 31, 2006
	(in millions)
Pension obligations	$	4,657
Postretirement obligations other than pensions, including amounts payable to GM		7,902
Debt and notes payable		2,458
Accounts payable		869
Other		865
Total Liabilities Subject to Compromise	$	16,751

6. Postpetition Accounts Payable

     To the best of the Debtors’ knowledge, all undisputed postpetition accounts payable have been and are being paid under agreed-upon payment terms.

Case Number: 05-44481 (RDD) (Jointly Administered)

11

DELPHI CORPORATION,etal.
SCHEDULE OF PAYROLL AND PAYROLL TAXES WITHHELD AND INCURRED
MONTH ENDED OCTOBER 31, 2006

	Employee Payroll Taxes		Employer Payroll
Gross Wages Paid	Withheld		Taxes Owed
$367,219,305	$	108,652,800	$	24,952,117

Note: As disclosed in Note 2 “Basis of Presentation – Special Attrition Program,” certain eligible Delphi U.S. hourly employees represented by the UAW and the IUE-CWA received lump sum incentive payments or buyout payments. These payments were made by Delphi and are wholly or partially reimbursed by GM, and are included in the schedule above.

Case Number: 05-44481 (RDD) (Jointly Administered)

12

DELPHI CORPORATION,etal.
SCHEDULE OF PAYROLL TAXES PAID
MONTH ENDED OCTOBER 31, 2006

Payee	Payroll Taxes Paid
Internal Revenue Service	$	120,477,161
State of Ohio		5,856,561
City of Warren, OH		556,139
City of Dayton, OH		421,537
City of Kettering, OH		202,590
City of Moraine, OH		189,716
City of Vandalia, OH		59,204
City of Niles, OH		58,690
City of Columbus, OH		49,587
Ohio School District		45,850
City of Hubbard, OH		12,717
City of Norwalk, OH		11,560
City of Port Clinton, OH		9,602
City of Bellevue, OH		7,558
City of Newton Falls, OH		5,028
City of Rita, OH		4,829
City of Trotwood, OH		4,658
City of Lordstown, OH		3,920
City of Huron, OH		3,775
City of Dublin, OH		2,111
City of Hamilton, OH		918
City of Xenia, OH		908
City of Springfield, OH		730
City of Lorain, OH		510
City of Toledo, OH		446
City of Canton, OH		436
City of Cincinnati, OH		342
City of Fairborn, OH		327
City of Ontario, OH		267
City of Troy, OH		225
City of Akron, OH		210
City of W Carrollton, OH		137
City of Reading, OH		112
City of Mansfield, OH		78
State of Michigan		4,878,831
City of Flint, MI		94,636
City of Saginaw, MI		94,163
City of Detroit, MI		10,968
City of Grand Rapids, MI		9,135
City of Walker, MI		1,665
City of Pontiac, MI		296
City of Lansing, MI		234
State of California		2,643,765
State of Indiana		1,814,966
State of Wisconsin		833,344
State of Alabama		749,706
City of Gadsden, AL		14,453
State of Mississippi		632,081
State of New York		578,575
State of Georgia		237,470
State of Pennsylvania		101,915
City of Philadelphia, PA		251
City of Towamencin, PA		36
State of Oklahoma		61,987
State of Kansas		36,970
State of Texas		28,411
State of New Jersey		22,429
State of Illinois		21,363

Case Number: 05-44481 (RDD) (Jointly Administered)

13

DELPHI CORPORATION,etal.
SCHEDULE OF PAYROLL TAXES PAID
MONTH ENDED OCTOBER 31, 2006

Payee	Payroll Taxes Paid
State of Colorado	$	21,226
City of Denver, CO		1,302
State of South Carolina		10,833
State of Virginia		2,737
State of Oregon		2,673
State of North Carolina		2,538
State of Missouri		2,495
City of Kansas City, MO		1,816
State of Kentucky		2,289
City of Bowling Green, KY		483
State of Louisiana		1,566
State of Utah		1,118
State of West Virginia		1,076
State of Massachusetts		883
State of Maryland		820
State of Connecticut		761
State of Minnesota		707
State of Arkansas		606
State of Arizona		434
State of Delaware		247
State of Iowa		26
Inland Revenue Service (UK)		682,675
Country of Switzerland		5,889
Total	$	141,601,289

Case Number: 05-44481 (RDD) (Jointly Administered)

14

DELPHI CORPORATION,etal.
SCHEDULE OF OTHER TAXES COLLECTED, INCURRED AND PAID
MONTH ENDED OCTOBER 31, 2006

Taxing Jurisdiction	Tax Type	Tax Due		Tax Paid
Flint, Michigan	Personal Property	$	1,119,855	$	1,119,855
Howard County, Indiana	Personal Property		700,548		700,548
Madison County, Indiana	Personal Property		161,608		161,608
Pima County, Arizona	Personal Property		9,591		9,591
Maricopa County, Arizona	Personal Property		3,701		3,701
Logan County, Kentucky	Personal Property		2,938		2,938
Warren County, Ohio	Personal Property		2,472		2,472
Clark County, Arkansas	Personal Property		1,580		1,580
Cobb County, Georgia	Personal Property		1,173		1,173
Pinal County, Arizona	Personal Property		983		983
Pickaway County, Ohio	Personal Property		410		410
Clark County, Washington	Personal Property		308		308
Kengon County, Kentucky	Personal Property		258		258
Clark County, Ohio	Personal Property		194		194
Fulton County, Georgia	Personal Property		135		135
Washington County, Kentucky	Personal Property		55		55
Prairie County, Arizona	Personal Property		28		28
Pope County, Arizona	Personal Property		23		23
Logan County, Arizona	Personal Property		13		13
Bourbon County, Kentucky	Personal Property		6		6
Christian County, Kentucky	Personal Property		5		5
Fayette County, Kentucky	Personal Property		4		4
Lockport, New York	Real Property		716,684		716,684
Flint, Michigan	Real Property		518,688		518,688
Howard County, Indiana	Real Property		285,632		285,632
State of Ohio	Use		581,621		581,621
State of Michigan	Use		398,001		398,001
State of Indiana	Use		165,616		165,616
State of New York	Use		119,407		119,407
State of Mississippi	Use		55,212		55,212
Limestone County, Alabama (Payee ALATAX - Tax Trust Account)	Use		36,467		36,467
State of Texas	Use		23,181		23,181
State of Wisconsin	Use		18,517		18,517
California Board of Equalization	Use		8,756		8,756
State of Georgia	Use		7,419		7,419
Gadsden, Alabama (Payee ALATAX - Tax Trust Account)	Use		4,519		4,519
Tuscaloosa County, Alabama	Use		2,035		2,035
Etowah County, Alabama (Payee ALATAX Tax Trust Account)	Use		992		992
Coaling, Alabama (Payee ALATAX Tax Trust Account)	Use		511		511
Colorado Dept of Revenue	Use		22		22
State of Ohio	Kilowatt Hour		71,531		71,531
State of Alabama	Consumer Use		36,952		36,952
California Board of Equalization	Sales		28,238		28,238
Colorado Dept of Revenue	Sales		382		382
State of Alabama	Seller’s Use		26,432		26,432
Massachusetts Department of Revenue	Franchise		2,867		2,867

Case Number: 05-44481 (RDD) (Jointly Administered)

15

DELPHI CORPORATION,etal.
SCHEDULE OF OTHER TAXES COLLECTED, INCURRED AND PAID
MONTH ENDED OCTOBER 31, 2006

Taxing Jurisdiction	Tax Type	Tax Due		Tax Paid
Colorado Dept of Revenue	Utility	$	177	$	177
South Carolina Department of Revenue	Sales & Use		61		61
Total		$	5,115,808	$	5,115,808

Note 1: The amounts listed above for tax due and tax paid include postpetition taxes and only those prepetition taxes for which the Debtors have received Court authorization to pay. Accordingly, certain prepetition taxes (primarily on real and personal property) that the Debtors do not have authority to pay are not included in the schedule above. Such prepetition taxes are included in the balance sheet as part of “Liabilities Subject to Compromise.”

Note 2: Certain Debtors also pay transaction taxes such as value added tax (“VAT”) to certain foreign countries based upon the purchase or supply of goods or services within the country and the importation of goods into the country from outside the country. For the purchase of goods or services in certain foreign countries, VAT may either be collected by the supplier from the Debtors or paid directly by the Debtors through self-assessment. For the supply of goods or services in certain foreign countries, the Debtors may collect VAT from the customers and remit the tax to the foreign governments. Upon importation in certain countries, VAT may be paid by the Debtors. In most cases, VAT is recoverable either as an input VAT credit or as a refund. The process of calculating VAT owed or refundable is a complex process of netting VAT paid, collected, and remitted. To the best of the Company’s knowledge, all VAT has been paid and is being paid when due. In addition, certain Debtors incur foreign withholding taxes on certain payments from various foreign non-Debtor subsidiaries. These foreign withholding taxes generally apply to interest, royalties, dividends, and service payments received from certain foreign non-Debtor subsidiaries. The foreign withholding taxes are required to be withheld by the foreign non-Debtor subsidiaries and paid over to the foreign tax authorities on behalf of the Debtors. To the best of the Company’s knowledge, all foreign withholding taxes have been withheld by the foreign non-Debtor subsidiaries when required to be withheld and paid over to the appropriate foreign tax authorities when due. These foreign tax payments have not been included in the schedule above.

Case Number: 05-44481 (RDD) (Jointly Administered)

16

DELPHI CORPORATION,etal.
SCHEDULE OF DISBURSEMENTS
MONTH ENDED OCTOBER 31, 2006

	Case
Debtor Name	Number		Amount(4)
Delphi NY Holdings Corporation		05-44480	$	—
Delphi Corporation		05-44481		—
ASEC Manufacturing General Partnership		05-44482		—
ASEC Sales General Partnership		05-44484		—
Environmental Catalysts, LLC		05-44503		—
Delphi Medical Systems Colorado Corporation		05-44507		2,927,870
Delphi Medical Systems Texas Corporation		05-44511		1,596,033
Delphi Medical Systems Corporation		05-44529		994,719
Specialty Electronics International Ltd.		05-44536		—
Specialty Electronics, Inc.		05-44539		335,058
Delphi Liquidation Holding Company		05-44542		—
Delphi Electronics (Holding) LLC		05-44547		—
Delphi Technologies, Inc.		05-44554		2,057,751
Delphi Automotive Systems Tennessee, Inc.		05-44558		—
Delphi Mechatronic Systems, Inc.		05-44567		9,229,760
Delphi Automotive Systems Risk Management Corporation		05-44570		—
Exhaust Systems Corporation		05-44573		8,187,302
Delphi China LLC		05-44577		—
Delphi Automotive Systems Korea, Inc.		05-44580		108,213
Delphi International Services, Inc.		05-44583		7,598,682
Delphi Automotive Systems Thailand, Inc.		05-44586		—
Delphi Automotive Systems International, Inc.		05-44589		—
Delphi International Holdings Corporation		05-44591		—
Delphi Automotive Systems Overseas Corporation		05-44593		13,890
Delphi Automotive Systems (Holding), Inc.		05-44596		—
Delco Electronics Overseas Corporation		05-44610		8,177,752
Delphi Diesel Systems Corporation		05-44612		31,303,022
Delphi LLC		05-44615		—
Aspire, Inc.		05-44618		148,412
Delphi Integrated Service Solutions, Inc.		05-44623		191,091
Delphi Connection Systems		05-44624		5,622,030
Packard Hughes Interconnect Company		05-44626		—
DREAL, Inc.		05-44627		—
Delphi Automotive Systems Services LLC		05-44632		207,497,135
Delphi Services Holding Corporation		05-44633		—
Delphi Automotive Systems Global (Holding), Inc.		05-44636		—
Delphi Foreign Sales Corporation		05-44638		—
Delphi Automotive Systems Human Resources LLC		05-44639		158,480,342
Delphi Automotive Systems LLC		05-44640		1,591,278,657
Delphi Furukawa Wiring Systems LLC		05-47452		178,863
Delphi Receivables LLC		05-47459		—
MobileAria, Inc.		05-47474		—

(4) Operating expenses for the month ended October 31, 2006 were used as a proxy for disbursements.

Case Number: 05-44481 (RDD) (Jointly Administered)

17