DELPHI 2011 Annual Report Download - page 161

Table of Contents
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Management's Report on Internal Control over Financial Reporting
Under the supervision and with the participation of our management, including our Chief Executive Officer (the "CEO") and Chief Financial Officer
(the "CFO"), we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by
this report. Based on that evaluation, our CEO and CFO have concluded such controls and procedures were effective as of December 31, 2011.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting
includes those policies and procedures that: (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company
are being made only in accordance with authorizations of management and directors of the Company; and (c) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial
statements.
Management performed its assessment of internal controls over financial reporting as of December 31, 2011, the end of our fiscal year, based on the
criteria set forth in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on
this evaluation, management concluded that our internal controls over financial reporting were effective as of December 31, 2011.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been detected.
Ernst & Young LLP has issued an attestation report which is included herein as the Report of Independent Registered Public Accounting Firm under the
section headed Financial Statements and Supplementary Data for the year ended December 31, 2011.
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal controls over financial reporting during the quarter ended December 31, 2011 that have materially
affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
Determination of Annual Incentive Plan Awards for 2011
On February 15, 2012, the Compensation and Human Resources Committee (the "Committee"), in the case of all named executive officers ("NEOs")
other than Mr. O'Neal, and on February 16, 2012, the Board of
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