##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC
    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
    September 30, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to    Commission file number 1-143
  GENERAL MOTORS
    CORPORATION
 (Exact Name of Registrant as
    Specified in its Charter)
   STATE OF DELAWARE

38-0572515(State or other jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)300 Renaissance Center,
    Detroit, Michigan

48265-3000(Address of Principal Executive
    Offices)

(Zip
    Code)    Registrants telephone number, including area code
 (313) 556-5000
   þ o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ
  2 3
  Website Access to Companys Reports
  Form 10-K, Form 10-Q, Form 8-K,




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    PAGE LEFT BLANK INTENTIONALLY




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Explanatory
    Note
  8-K




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##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  INDEX
  
  Page No.Part I 
    Financial InformationItem 1.


Condensed
    Consolidated Financial Statements (Unaudited)


4Condensed
    Consolidated Statements of Operations for the Three and Nine
    Months Ended September 30, 2006 and 2005


4Condensed
    Consolidated Balance Sheets as of September 30, 2006,
    December 31, 2005, and September 30, 2005


5Condensed
    Consolidated Statements of Cash Flows for the Nine Months Ended
    September 30, 2006 and 2005


6Notes to Condensed
    Consolidated Financial Statements


7Item 2.


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


33Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


70Item 4.


Controls and
    Procedures


70Part II 
    Other InformationItem 1.


Legal
    Proceedings


71Item 1A.


Risk
    Factors


73Item 2(c).


Purchases of Equity
    Securities


78Item 6.


Exhibits


79Signatures


80Amended BylawsGeneral Motors Acceptance Corporation Quarterly ReportSection 302 Certification of the Chief Executive OfficerSection 302 Certification of the Chief Financial OfficerCertification of the Chief Executive Officer to 18 U.S.C. Section 1350Certification of the Chief Financial Officer to 18 U.S.C. Section 1350   3




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##### Table of Contents



PART I  GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Item 1.
    Condensed
    Consolidated Financial Statements CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005(Dollars in millions except per share amounts)Net sales and revenuesAutomotive sales

$
39,524


$
38,363


$
126,886


$
115,844Financial services and insurance
    revenues


9,364



8,819



27,286



25,580Other income










1,356



Total net sales and revenues

$
48,888


$
47,182


$
155,528


$
141,424Costs and expensesAutomotive cost of sales


36,576



38,130



122,941



113,184Selling, general, and
    administrative expenses


5,852



6,886



19,119



19,855Interest expense


4,850



4,059



13,610



11,450Provisions for financing and
    insurance operations credit and insurance losses


1,066



978



2,736



2,693Other expenses


1,443







2,651



812Total costs and expenses


49,787



50,053



161,057



147,994Loss before income tax benefit,
    equity income (loss) and minority interests


(899
)


(2,871
)


(5,529
)


(6,570
)Income tax benefit


(867
)


(1,107
)


(2,328
)


(2,324
)Equity income (loss) and minority
    interests


(59
)


100



176



342Net loss

$
(91
)

$
(1,664
)

$
(3,025
)

$
(3,904
)Loss per share attributable to
    common stock, basic and diluted

$
(.16
)

$
(2.94
)

$
(5.35
)

$
(6.90
)Cash dividends per share

$
0.25


$
0.50


$
0.75


$
1.50Weighted average common shares
    outstanding, basic and diluted (millions)


566



566



566



565    4




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
 CONDENSED
    CONSOLIDATED BALANCE SHEETS
    (Unaudited)  September 30,


December 31,


September 30,2006


2005


2005(Dollars in millions,except share information)ASSETSCurrent AssetsCash and cash equivalents

$
17,802


$
15,187


$
13,695Marketable securities


107



1,416



1,437Total cash and marketable securities


17,909



16,603



15,132Accounts and notes receivable (less
    allowances)


9,022



7,758



7,800Inventories (less allowances)


14,825



13,851



13,755Net equipment on operating leases
    (less accumulated depreciation)


6,569



6,993



7,302Deferred income taxes and other
    current assets


10,698



8,877



9,778Total current assets


59,023



54,082



53,767Financing and Insurance
    OperationsCash and cash equivalents


3,089



15,539



21,394Investments in securities


80



18,310



16,575Finance receivables, net


117



180,793



177,082Loans held for sale






21,865



17,581Assets held for sale (less
    allowance)


282,955



19,030



18,748Net equipment on operating leases
    (less accumulated depreciation)


13,325



31,194



30,670Other assets


4,181



27,694



27,975Total Financing and Insurance
    Operations assets


303,747



314,425



310,025Non-Current AssetsEquity in net assets of
    nonconsolidated affiliates


2,030



3,291



4,260Property, net


38,893



38,466



37,860Intangible assets, net


1,649



1,862



1,674Deferred income taxes


23,496



22,849



20,731Other assets


40,740



41,103



41,101Total non-current assets


106,808



107,571



105,626Total assets

$
469,578


$
476,078


$
469,418LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable (principally trade)

$
27,113


$
26,182


$
26,784Loans payable


1,346



1,519



1,509Accrued expenses


40,183



42,665



43,280Total current liabilities


68,642



70,366



71,573Financing and Insurance
    Operations LiabilitiesAccounts payable


32



3,731



3,102Liabilities related to assets held
    for sale


272,725



10,941



12,319Debt


10,073



253,217



245,794Other liabilities and deferred
    income taxes


4,762



28,946



29,298Total Financing and Insurance
    Operations liabilities


287,592



296,835



290,513Non-Current
    LiabilitiesLong-term debt


31,414



31,014



30,929Postretirement benefits other than
    pensions


34,211



28,990



27,445Pensions


15,937



11,214



9,877Other liabilities and deferred
    income taxes


19,426



22,023



16,273Total non-current liabilities


100,988



93,241



84,524Total liabilities


457,222



460,442



446,610Minority interests


1,212



1,039



829Stockholders
    equity$12/3
    par value common stock (outstanding, 565,611,157; 565,518,106;
    and 565,504,852 shares)


943



943



943Capital surplus (principally
    additional paid-in capital)


15,316



15,285



15,281Retained earnings (accumulated
    deficit)


(1,101
)


2,361



9,295Accumulated other comprehensive loss


(4,014
)


(3,992
)


(3,540
)Total stockholders equity


11,144



14,597



21,979Total liabilities and
    stockholders equity

$
469,578


$
476,078


$
469,418    5




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
 CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)  Nine Months EndedSeptember 30,2006


2005(Dollars in millions)Net cash used in operating
    activities

$
(5,340
)

$
(7,256
)Cash flows from investing
    activitiesExpenditures for property


(5,376
)


(5,048
)Investments in marketable
    securities  acquisitions


(10,627
)


(14,473
)Investments in marketable
    securities  liquidations


11,591



16,348Net change in mortgage servicing
    rights


(65
)


(101
)Increase in finance receivables


(55,603
)


(6,781
)Proceeds from sales of finance
    receivables


66,859



27,802Proceeds from sale of business
    units/equity investments


10,524



Operating leases 
    acquisitions


(13,772
)


(12,372
)Operating leases 
    liquidations


5,266



5,029Investments in companies, net of
    cash acquired


(331
)


1,367Other


(654
)


(1,018
)Net cash provided by investing
    activities


7,812



10,753Cash flows from financing
    activitiesNet decrease in loans payable


1,267



(6,289
)Long-term debt 
    borrowings


66,430



49,194Long-term debt 
    repayments


(76,384
)


(50,834
)Cash dividends paid to stockholders


(424
)


(863
)Other


2,931



5,020Net cash used in financing
    activities


(6,180
)


(3,772
)Effect of exchange rate changes on
    cash and cash equivalents


176



(120
)Net decrease in cash and cash
    equivalents


(3,532
)


(395
)Cash and cash equivalents
    reclassified to assets held for sale


(6,303
)


(509
)Cash and cash equivalents at
    beginning of the period


30,726



35,993Cash and cash equivalents at
    end of the period (a)

$
20,891


$
35,089     (a)
    
    Consists of cash and cash equivalents of $17,802 million
    classified as current assets and $3,089 million from
    Financing and Insurance Operations as of September 30,
    2006, and $13,695 million classified as current assets and
    $21,394 million from Financing and Insurance Operations as
    of September 30, 2005.   6




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Note 1.
    Financial
    Statement Presentation  Form 10-K
      
    GMs four automotive regions: GM North America (GMNA), GM
    Europe (GME), GM Latin America/Africa/Mid-East (GMLAAM), and GM
    Asia Pacific (GMAP), which together constitute GM Automotive
    (GMA); and
    Other, which includes the elimination of intersegment
    transactions, certain non-segment specific revenues and
    expenditures, including legacy costs related to postretirement
    benefits for certain retirees of Delphi Corporation (Delphi) and
    other companies, and certain corporate activities.    Consolidation
    of GM Daewoo
   7




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 1.
    Financial
    Statement Presentation  (continued)    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005Actual


Actual


Actual


Pro Forma(Dollars in millions)Automotive sales

$
1,906


$
1,438


$
5,310


$
4,485   Change
    in Accounting Principle
  available-for-sale
  New
    Accounting Standards
  SFAS No. 123R-3,
    FIN 46R-6,
 8




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 1.
    Financial
    Statement Presentation  (continued)  FIN 46R-6.
    No. 13-2
     9




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 1.
    Financial Statement
    Presentation  (concluded)    No. 123R-5 FAS No. 123R-1. FAS No. 123R-1,
  Change
    in Presentation of Financial Statements
    Note 2.
    Assets
    Held for Sale  Loss
    on Controlling Interest in GMAC  Held for
    Sale
   10




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|        |                                       
|------- | --------------------------------------
|Note 2. | Assets
    Held for Sale  (continued)











|                                                                              |  |                       |         |  
|----------------------------------------------------------------------------- |  | --------------------- | ------- | -
|                                                                              |  | September 30, 2006    |        
|                                                                              |  | (Dollars in millions) |        
|                                                                             
|Cash and cash equivalents                                                     |  | $                     | 6,303   |  
|Marketable securities                                                         |  |                       | 19,261  |  
|Finance receivables net                                                       |  |                       | 181,298 |  
|Loans held for sale                                                           |  |                       | 24,996  |  
|Account and notes receivable                                                  |  |                       | 7,651   |  
|Inventories (less allowances)                                                 |  |                       | 554     |  
|Net equipment on operating leases
    (less accumulated depreciation)         |  |                       | 24,347  |  
|Other assets                                                                  |  |                       | 20,368  |  
|Allowance to reflect assets held
    for sale at fair value less cost to sell |  |                       | (1,823  | )
|                                                                              |  |                       |         |  
|Total assets held for sale                                                    |  | $                     | 282,955 |  
|                                                                              |  |                       |         |  
|Accounts payable                                                              |  | $                     | 4,215   |  
|Notes and loans payable                                                       |  |                       | 237,563 |  
|Deferred income taxes                                                         |  |                       | 1,502   |  
|Accrued expenses and other
    liabilities                                    |  |                       | 29,445  |  
|                                                                              |  |                       |         |  
|Total liabilities related to
    assets held for sale                         |  | $                     | 272,725 |  
|                                                                              |  |                       |         |  











11



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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|        |                                   
|------- | ----------------------------------
|Note 2. | Assets Held for Sale  (concluded)























Sale
    of GMAC Commercial Mortgage






12



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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|        |            
|------- | -----------
|Note 3. | Inventories







|                                                          |  |                       |        |   |              |   |        |               |  |   |        |  
|--------------------------------------------------------- |  | --------------------- | ------ | - | ------------ | - | ------ | ------------- |  | - | ------ | -
|                                                          |  | September 30,         |        |   | December 31, |   |        | September 30, | 
|                                                          |  | 2006                  |        |   | 2005         |   |        | 2005          | 
|                                                          |  | (Dollars in millions) |       
|                                                         
|Productive material, work in
    process, and supplies    |  | $                     | 7,108  |   |              | $ | 5,471  |               |  | $ | 6,329  |  
|Finished product, service parts,
    etc.                 |  |                       | 9,208  |   |              |   | 9,871  |               |  |   | 8,729  |  
|                                                          |  |                       |        |   |              |   |        |               |  |   |        |  
|Total inventories at FIFO                                 |  |                       | 16,316 |   |              |   | 15,342 |               |  |   | 15,058 |  
|Less LIFO allowance                                       |  |                       | (1,491 | ) |              |   | (1,491 | )             |  |   | (1,303 | )
|                                                          |  |                       |        |   |              |   |        |               |  |   |        |  
|Total inventories (less allowances)                       |  | $                     | 14,825 |   |              | $ | 13,851 |               |  | $ | 13,755 |  
|Financing and Insurance Operations
    Off-lease vehicles |  |                       |       |   |              |   | 503    |               |  |   | 420    |  
|                                                          |  |                       |        |   |              |   |        |               |  |   |        |  
|Total consolidated inventories
    (less allowances)      |  | $                     | 14,825 |   |              | $ | 14,354 |               |  | $ | 14,175 |  
|                                                          |  |                       |        |   |              |   |        |               |  |   |        |  













|        |                                            
|------- | -------------------------------------------
|Note 4. | Goodwill
    and Acquired Intangible Assets







|                                                      |  |                       |     |  |              |   |     |              |  |   |       | 
|----------------------------------------------------- |  | --------------------- | --- |  | ------------ | - | --- | ------------ |  | - | ----- | 
|                                                      |  | Gross Carrying        |     |  | Accumulated  |   |     | Net Carrying | 
|                                                      |  | Amount                |     |  | Amortization |   |     | Amount       | 
|                                                      |  | (Dollars in millions) |    
|                                                     
|September 30,
    2006                                |  |                       |     |  |              |   |     |              |  |   |       | 
|Amortizing intangible assets:                         |  |                       |     |  |              |   |     |              |  |   |       | 
|Patents and intellectual property
    rights          |  | $                     | 522 |  |              | $ | 188 |              |  | $ | 334   | 
|Non-amortizing
    intangible assets:                 |  |                       |     |  |              |   |     |              |  |   |       | 
|Goodwill                                              |  |                       |     |  |              |   |     |              |  |   | 768   | 
|Pension intangible asset                              |  |                       |     |  |              |   |     |              |  |   | 547   | 
|                                                      |  |                       |     |  |              |   |     |              |  |   |       | 
|Total goodwill and intangible
    assets              |  |                       |     |  |              |   |     |              |  | $ | 1,649 | 
|                                                      |  |                       |     |  |              |   |     |              |  |   |       | 
|September 30,
    2005                                |  |                       |     |  |              |   |     |              |  |   |       | 
|Amortizing intangible assets:                         |  |                       |     |  |              |   |     |              |  |   |       | 
|Patents and intellectual property
    rights          |  | $                     | 510 |  |              | $ | 108 |              |  | $ | 402   | 
|Non-amortizing
    intangible assets:                 |  |                       |     |  |              |   |     |              |  |   |       | 
|Goodwill                                              |  |                       |     |  |              |   |     |              |  |   | 529   | 
|Pension intangible asset                              |  |                       |     |  |              |   |     |              |  |   | 743   | 
|                                                      |  |                       |     |  |              |   |     |              |  |   |       | 
|Total goodwill and intangible
    assets              |  |                       |     |  |              |   |     |              |  | $ | 1,674 | 
|Financing and Insurance Operations                    |  |                       |     |  |              |   |     |              |  |   |       | 
|Amortizing intangible assets:                         |  |                       |     |  |              |   |     |              |  |   |       | 
|Customer lists and contracts                          |  | $                     | 63  |  |              | $ | 41  |              |  | $ | 22    | 
|Trademarks and other                                  |  |                       | 29  |  |              |   | 18  |              |  |   | 11    | 
|                                                      |  |                       |     |  |              |   |     |              |  |   |       | 
|Total                                                 |  |                       | 92  |  |              |   | 59  |              |  |   | 33    | 
|Non-amortizing
    intangible assets:                 |  |                       |     |  |              |   |     |              |  |   |       | 
|Goodwill                                              |  |                       |     |  |              |   |     |              |  |   | 3,092 | 
|                                                      |  |                       |     |  |              |   |     |              |  |   |       | 
|Total goodwill and intangible
    assets              |  |                       |     |  |              |   |     |              |  |   | 3,125 | 
|                                                      |  |                       |     |  |              |   |     |              |  |   |       | 
|Total consolidated goodwill and
    intangible assets |  |                       |     |  |              |   |     |              |  | $ | 4,799 | 
|                                                      |  |                       |     |  |              |   |     |              |  |   |       | 



13



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##### Table of Contents





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|        |                                                              
|------- | -------------------------------------------------------------
|Note 4. | Goodwill
    and Acquired Intangible
    Assets  (concluded)















|                                                                  |  |                       |     |   |     |   |     |              |  |   |      |   |  |       |        |   |  |   |        |  
|----------------------------------------------------------------- |  | --------------------- | --- | - | --- | - | --- | ------------ |  | - | ---- | - |  | ----- | ------ | - |  | - | ------ | -
|                                                                  |  |                       |     |   |     |   |     | Total        |  |   |      |   |  |       |       
|                                                                  |  | GMNA                  |     |   | GME |   |     | Auto & Other |  |   | GMAC |   |  | Total |       
|                                                                  |  | (Dollars in millions) |    
|                                                                 
|Balance as of December 31,
    2005                               |  | $                     | 383 |   |     | $ | 374 |              |  | $ | 757  |   |  | $     | 2,446  |   |  | $ | 3,203  |  
|Goodwill acquired during the period                               |  |                       | 10  |   |     |   |    |              |  |   | 10   |   |  |       | 73     |   |  |   | 83     |  
|Impairment                                                        |  |                       |    |   |     |   |    |              |  |   |     |   |  |       | (828   | ) |  |   | (828   | )
|Reclassification of GMAC goodwill
    to assets held for sale (a) |  |                       |    |   |     |   |    |              |  |   |     |   |  |       | (1,738 | ) |  |   | (1,738 | )
|Transfer of business unit (See
    Note 16)                       |  |                       | (63 | ) |     |   | 63  |              |  |   |     |   |  |       |       |   |  |   |       |  
|Effect of foreign currency
    translation and other              |  |                       | (34 | ) |     |   | 35  |              |  |   | 1    |   |  |       | 47     |   |  |   | 48     |  
|                                                                  |  |                       |     |   |     |   |     |              |  |   |      |   |  |       |        |   |  |   |        |  
|Balance as of September 30,
    2006                              |  | $                     | 296 |   |     | $ | 472 |              |  | $ | 768  |   |  | $     |       |   |  | $ | 768    |  
|                                                                  |  |                       |     |   |     |   |     |              |  |   |      |   |  |       |        |   |  |   |        |  
|Balance as of December 31,
    2004                               |  | $                     | 154 |   |     | $ | 446 |              |  | $ | 600  |   |  | $     | 3,274  |   |  | $ | 3,874  |  
|Goodwill acquired during the period                               |  |                       |    |   |     |   |    |              |  |   |     |   |  |       | 7      |   |  |   | 7      |  
|Reclassification of GMAC goodwill
    to assets held for sale (b) |  |                       |    |   |     |   |    |              |  |   |     |   |  |       | (130   | ) |  |   | (130   | )
|Effect of foreign currency
    translation and other              |  |                       | (8  | ) |     |   | (63 | )            |  |   | (71  | ) |  |       | (59    | ) |  |   | (130   | )
|                                                                  |  |                       |     |   |     |   |     |              |  |   |      |   |  |       |        |   |  |   |        |  
|Balance as of September 30,
    2005                              |  | $                     | 146 |   |     | $ | 383 |              |  | $ | 529  |   |  | $     | 3,092  |   |  | $ | 3,621  |  
|                                                                  |  |                       |     |   |     |   |     |              |  |   |      |   |  |       |        |   |  |   |        |  









|    |  |                                                                                                                                     
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Included in Other Assets in table of assets and related
    liabilities of GMAC held for sale in Note 2.                            
|   
|(b) |  | At September 30, 2005, GMACs Commercial Mortgage
    segment goodwill of $130 million was reclassified to assets
    held for sale.









14



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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|        |                                             
|------- | --------------------------------------------
|Note 5. | Investment
    in Nonconsolidated Affiliates







|      |  |                       |    |  |                   |   |    |      |  |   |      |  |  |   |     | 
|----- |  | --------------------- | -- |  | ----------------- | - | -- | ---- |  | - | ---- |  |  | - | --- | 
|      |  | Three Months          |    |  |                   |  
|      |  | Ended                 |    |  | Nine Months Ended |  
|      |  | September 30,         |    |  | September 30,     |  
|      |  | 2006                  |    |  | 2005              |   |    | 2006 |  |   | 2005 | 
|      |  | (Dollars in millions) |   
|     
|Italy |  | $                     |   |  |                   | $ |   |      |  | $ |     |  |  | $ | 32  | 
|Japan |  | $                     |   |  |                   | $ | 45 |      |  | $ | 21   |  |  | $ | 140 | 
|China |  | $                     | 88 |  |                   | $ | 86 |      |  | $ | 258  |  |  | $ | 218 | 
|Korea |  | $                     |   |  |                   | $ |   |      |  | $ |     |  |  | $ | 17  | 















15



---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 6.
    Product
    Warranty Liability    Nine Months Ended


Year Ended


Nine Months EndedSeptember 30,


December 31,


September 30,2006


2005


2005(Dollars in millions)Beginning balance

$
9,128


$
9,315


$
9,315Payments


(3,304
)


(4,696
)


(3,542
)Increase in liability (warranties
    issued during period)


3,510



5,159



4,009Adjustments to liability
    (pre-existing warranties)


(426
)


(381
)


(274
)Effect of foreign currency
    translation


157



(269
)


(204
)Ending balance

$
9,065


$
9,128


$
9,304     Note 7.
    GMNA
    Postemployment Benefit Costs      Form 8-K
   16




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 7.
    GMNA Postemployment Benefit
    Costs  (concluded)        Nine Months Ended


Year Ended


Nine Months EndedSeptember 30,


December 31,


September 30,2006


2005


2005(Dollars in millions)Beginning balance

$
2,012


$
237


$
237Additions


2,213



1,891



Interest accretion


24



12



9Payments


(1,490
)


(91
)


(73
)Adjustments


(1,107
)


(37
)


2Ending balance

$
1,652


$
2,012


$
175    17




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8.
    Commitments
    and Contingent Matters  Commitments
              Contingent
    Matters
     18




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8.
    Commitments
    and Contingent Matters  (continued)  Delphi
    Bankruptcy
             19




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8.
    Commitments
    and Contingent Matters  (continued)                 20




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8.
    Commitments and Contingent
    Matters  (concluded)  and/or
       21




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 9.
    Comprehensive
    Income (Loss)    Nine MonthsThree Months Ended


EndedSeptember 30,


September 30,2006


2005


2006


2005(Dollars in millions)Net loss

$
(91
)

$
(1,664
)

$
(3,025
)

$
(3,904
)Other comprehensive income (loss)Accumulated foreign currency
    translation

$
54


$
15


$
97


$
(436
)Net gains (losses) on derivatives


(456
)


75



(40
)


(183
)Net unrealized gains (losses) on
    securities


156



55



3



(9
)Minimum pension liability
    adjustment


(28
)


(81
)


(82
)


(27
)Total other comprehensive income
    (loss)


(274
)


64



(22
)


(655
)Total comprehensive loss

$
(365
)

$
(1,600
)

$
(3,047
)

$
(4,559
)     Note 10.
    Earnings
    (Loss) Per Share Attributable to Common Stock    2 3
  Note 11.
    Depreciation
    and Amortization    Nine MonthsThree Months Ended


EndedSeptember 30,


September 30,2006


2005


2006


2005(Dollars in millions)Depreciation

$
1,075


$
1,256


$
3,266


$
3,818Amortization of special tools


837



1,907



2,682



3,526Amortization of intangible assets


16



14



45



37Total

$
1,928


$
3,177


$
5,993


$
7,381  22




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 12.
    Pensions
    and Other Postretirement Benefits  U.S. Plans


Non-U.S. Plans


U.S. Other


Non-U.S.Pension Benefits


Pension Benefits


Benefits


Other BenefitsThree Months Ended


Three Months Ended


Three Months Ended


Three Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005


2006


2005


2006


2005(Dollars in millions)Components of (income)
    expenseService cost

$
150


$
279


$
140


$
69


$
113


$
175


$
13


$
13Interest cost


1,257



1,221



295



234



891



1,027



48



55Expected return on plan assets


(2,052
)


(1,974
)


(278
)


(184
)


(422
)


(421
)






Amortization of prior service cost


164



291



15



26



(487
)


(18
)


(21
)


2Recognized net actuarial loss


220



517



113



70



432



563



34



22Curtailments, settlements, and
    other


(21
)






78



8



23











Net (income) expense

$
(282
)

$
334


$
363


$
223


$
550


$
1,326


$
74


$
92   U.S. Plans


Non-U.S. Plans


U.S. Other


Non-U.S.Pension Benefits


Pension Benefits


Benefits


Other BenefitsNine Months Ended


Nine Months Ended


Nine Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005


2006


2005


2006


2005(Dollars in millions)Components of expenseService cost

$
575


$
838


$
381


$
211


$
457


$
527


$
39


$
37Interest cost


3,713



3,663



723



710



3,011



3,080



143



162Expected return on plan assets


(6,110
)


(5,922
)


(629
)


(551
)


(1,172
)


(1,263
)






Amortization of prior service cost


621



873



65



80



(620
)


(53
)


(62
)


6Recognized net actuarial loss


906



1,550



303



208



1,668



1,687



100



66Curtailments, settlements, and
    other


4,369



112



109



91



23











2Net expense

$
4,074


$
1,114


$
952


$
749


$
3,367


$
3,978


$
220


$
273      23




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 12.
    Pensions
    and Other Postretirement
    Benefits  (continued)      2 3
       24




---



##### Table of Contents





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|         |                                                             
|-------- | ------------------------------------------------------------
|Note 12. | Pensions and Other Postretirement
    Benefits  (concluded)











|         |                                                     
|-------- | ----------------------------------------------------
|Note 13. | Impairments,
    Restructuring and Other Initiatives



Impairments






















25



---



##### Table of Contents





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|         |                                                                       
|-------- | ----------------------------------------------------------------------
|Note 13. | Impairments,
    Restructuring and Other
    Initiatives  (concluded)



Restructuring
    and Other Initiatives
























|         |                          
|-------- | -------------------------
|Note 14. | Stock
    Incentive Plans





26



---



##### Table of Contents





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|         |                                        
|-------- | ---------------------------------------
|Note 14. | Stock
    Incentive Plans  (continued)







GMSIP
    and GMSSOP




2 3




2 3 2 3








|                      |  |                                  |       |   |       |  |       |  
|--------------------- |  | -------------------------------- | ----- | - | ----- |  | ----- | -
|                      |  | Three Months Ended September 30, |      
|                      |  | 2006                             |       |   | 2005  | 
|                      |  | GMSIP                            |       |   | GMSIP | 
|                     
|Interest rate         |  |                                  | 5.19  | % |       |  | 4.14  | %
|Expected life (years) |  |                                  | 6     |   |       |  | 6     |  
|Expected volatility   |  |                                  | 38.89 | % |       |  | 34.03 | %
|Dividend yield        |  |                                  | 3.37  | % |       |  | 5.49  | %



27



---



##### Table of Contents





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|         |                                        
|-------- | ---------------------------------------
|Note 14. | Stock
    Incentive Plans  (continued)







|                                              |  |                            |            |  |           |   |       |             |  |  |           |  |  |   |            | 
|--------------------------------------------- |  | -------------------------- | ---------- |  | --------- | - | ----- | ----------- |  |  | --------- |  |  | - | ---------- | 
|                                              |  | GMSIP                      |           
|                                              |  | $12/3 Par
    Value Common |           
|                                              |  |                            |            |  |           |   |       | Weighted    |  |  |           | 
|                                              |  |                            |            |  | Weighted- |   |       | Average     |  |  |           | 
|                                              |  |                            |            |  | Average   |   |       | Remaining   |  |  | Aggregate | 
|                                              |  | Shares Under               |            |  | Exercise  |   |       | Contractual |  |  | Intrinsic | 
|                                              |  | Option                     |            |  | Price     |   |       | Term        |  |  | Value     | 
|                                             
|Options outstanding at
    January 1, 2006    |  |                            | 84,130,586 |  |           | $ | 53.11 |             |  |  |           |  |  |   |            | 
|Granted                                       |  |                            | 2,836,996  |  |           |   | 21.32 |             |  |  |           |  |  |   |            | 
|Exercised                                     |  |                            |           |  |           |   |      |             |  |  |           |  |  |   |            | 
|Terminated                                    |  |                            | 5,032,773  |  |           | $ | 46.56 |             |  |  |           |  |  |   |            | 
|                                              |  |                            |            |  |           |   |       |             |  |  |           |  |  |   |            | 
|Options outstanding at
    September 30, 2006 |  |                            | 81,934,809 |  |           | $ | 52.41 |             |  |  | 4.8       |  |  | $ | 33,607,397 | 
|                                              |  |                            |            |  |           |   |       |             |  |  |           |  |  |   |            | 
|Options exercisable at
    September 30, 2006 |  |                            | 71,777,168 |  |           | $ | 54.67 |             |  |  | 4.3       |  |  |   |           | 
|                                              |  |                            |            |  |           |   |       |             |  |  |           |  |  |   |            | 





|                                              |  |                            |            |  |           |   |       |             |  |  |           |  |  |  |   | 
|--------------------------------------------- |  | -------------------------- | ---------- |  | --------- | - | ----- | ----------- |  |  | --------- |  |  |  | - | 
|                                              |  | GMSSOP                     |           
|                                              |  | $12/3 Par
    Value Common |           
|                                              |  |                            |            |  |           |   |       | Weighted    |  |  |           | 
|                                              |  |                            |            |  | Weighted- |   |       | Average     |  |  |           | 
|                                              |  |                            |            |  | Average   |   |       | Remaining   |  |  | Aggregate | 
|                                              |  | Shares Under               |            |  | Exercise  |   |       | Contractual |  |  | Intrinsic | 
|                                              |  | Option                     |            |  | Price     |   |       | Term        |  |  | Value     | 
|                                             
|Options outstanding at
    January 1, 2006    |  |                            | 27,213,635 |  |           | $ | 55.19 |             |  |  |           |  |  |  |   | 
|Granted                                       |  |                            |           |  |           |   |      |             |  |  |           |  |  |  |   | 
|Exercised                                     |  |                            |           |  |           |   |      |             |  |  |           |  |  |  |   | 
|Terminated                                    |  |                            | 558,159    |  |           |   | 53.69 |             |  |  |           |  |  |  |   | 
|                                              |  |                            |            |  |           |   |       |             |  |  |           |  |  |  |   | 
|Options outstanding at
    September 30, 2006 |  |                            | 26,655,476 |  |           | $ | 55.22 |             |  |  | 5.3       |  |  |  |  | 
|                                              |  |                            |            |  |           |   |       |             |  |  |           |  |  |  |   | 
|Options exercisable at
    September 30, 2006 |  |                            | 26,655,476 |  |           | $ | 55.22 |             |  |  | 5.3       |  |  |  |  | 
|                                              |  |                            |            |  |           |   |       |             |  |  |           |  |  |  |   | 









GMLTIP




2 3




2 3


28



---



##### Table of Contents





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|         |                                        
|-------- | ---------------------------------------
|Note 14. | Stock
    Incentive Plans  (continued)











|                        |  |                    |      |  
|----------------------- |  | ------------------ | ---- | -
|                        |  | Three Months Ended |     
|                        |  | September 30,      |     
|                        |  | 2006               |     
|                       
|Expected volatility     |  |                    | 48.8 | %
|Expected dividends      |  |                    | N/A  |  
|Expected term (years)   |  |                    | 1.46 |  
|Risk-free interest rate |  |                    | 5.25 | %









GMCRSU














29



---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 14.
    Stock Incentive Plans  (concluded)  Summary
    Weighted-AverageGrant-DateShares


Fair ValueNonvested at January 1, 2006


15,923,106


$
9.28Granted


2,836,996



7.19Vested


8,395,674



9.45Forfeited


206,787



8.63Nonvested at September 30,
    2006


10,157,641


$
8.57       Note 15.
    Other
    Income and Other Expenses    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005(Dollars in millions)Gain on sale of Isuzu interest

$



$



$
311


$
Gain on sale of Suzuki interest
    (See Note 5)










630



Gain on sale of GMAC investment in
    a regional homebuilder (See Note 5)










415



Total Other Income

$



$



$
1,356


$
    30




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 15.
    Other Income and Other
    Expenses  (concluded)    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005(Dollars in millions)Impairment loss on controlling
    interest of GMAC (See Note 2)

$
615


$



$
1,823


$
FHI impairment loss (See
    Note 5)














812Impairment of goodwill (See
    Note 4)


828







828



Total other expenses

$
1,443


$



$
2,651


$
812     Note 16.
    Segment
    Reporting  TotalGM





Total





Auto &





Other


TotalGMNA


GME


LAAM


GMAP


GMA


Other


Other


GMAC


Financing(d)


Financing


Total(Dollars in millions)For the Three Months Ended
    September 30, 2006Automotive salesExternal customers

$
26,295


$
7,091


$
3,477


$
3,007


$
39,870


$
(346
)

$
39,524


$



$



$



$
39,524Intersegment


(1,398
)


396



159



844



1



(1
)


















Total automotive sales


24,897



7,487



3,636



3,851



39,871



(347
)


39,524















39,524Financial services and insurance
    revenues






























9,366



(2
)


9,364



9,364Other income










































Total net sales and revenues

$
24,897


$
7,487


$
3,636


$
3,851


$
39,871


$
(347
)

$
39,524


$
9,366


$
(2
)

$
9,364


$
48,888Interest income(a)

$
418


$
151


$
22


$
31


$
622


$
(317
)

$
305


$
697


$
(187
)

$
510


$
815Interest expense

$
794


$
174


$
13


$
57


$
1,038


$
(427
)

$
611


$
4,256


$
(17
)

$
4,239


$
4,850Net income (loss)(c)

$
(374
)

$
(103
)

$
184


$
231


$
(62
)

$
(25
)

$
(87
)

$
(325
)

$
321


$
(4
)

$
(91
)Segment assets

$
125,208


$
24,150


$
4,681


$
12,770


$
166,809


$
(978
)

$
165,831


$
309,838


$
(6,091
)

$
303,747


$
469,578For the Three Months Ended
    September 30, 2005(b)Automotive salesExternal customers

$
26,091


$
6,890


$
2,805


$
2,893


$
38,679


$
(316
)

$
38,363


$



$



$



$
38,363Intersegment


(1,406
)


362



186



859



1



(1
)


















Total automotive sales


24,685



7,252



2,991



3,752



38,680



(317
)


38,363















38,363Financial services and insurance
    revenues






























8,710



109



8,819



8,819Other income










































Total net sales and revenues

$
24,685


$
7,252


$
2,991


$
3,752


$
38,680


$
(317
)

$
38,363


$
8,710


$
109


$
8,819


$
47,182Interest income(a)

$
383


$
96


$
11


$
17


$
507


$
(269
)

$
238


$
601


$
(138
)

$
463


$
701Interest expense

$
801


$
117


$
62


$
45


$
1,025


$
(279
)

$
746


$
3,320


$
(7
)

$
3,313


$
4,059Net income (loss)

$
(2,175
)

$
(353
)

$
(68
)

$
126


$
(2,470
)

$
145


$
(2,325
)

$
654


$
7


$
661


$
(1,664
)Segment assets

$
124,409


$
23,802


$
5,075


$
9,402


$
162,688


$
(3,295
)

$
159,393


$
314,194


$
(4,169
)

$
310,025


$
469,418 31




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  TotalGM





Total





Auto &





Other


TotalGMNA


GME


LAAM


GMAP


GMA


Other


Other


GMAC


Financing(d)


Financing


Total(Dollars in millions)Note 16.  Segment
    Reporting  (concluded)For the Nine Months Ended
    September 30, 2006Automotive salesExternal customers

$
86,343


$
22,929


$
10,126


$
8,470


$
127,868


$
(982
)

$
126,886


$



$



$



$
126,886Intersegment


(4,325
)


1,392



470



2,464



1



(1
)


















Total automotive sales


82,018



24,321



10,596



10,934



127,869



(983
)


126,886















126,886Financial services and insurance
    revenues






























27,215



71



27,286



27,286Other income














941



941







941



415







415



1,356Total net sales and revenues

$
82,018


$
24,321


$
10,596


$
11,875


$
128,810


$
(983
)

$
127,827


$
27,630


$
71


$
27,701


$
155,528Interest income(a)

$
1,016


$
383


$
68


$
82


$
1,549


$
(873
)

$
676


$
2,003


$
(498
)

$
1,505


$
2,181Interest expense

$
2,415


$
486


$
114


$
164


$
3,179


$
(1,161
)

$
2,018


$
11,637


$
(45
)

$
11,592


$
13,610Net income (loss)(c)

$
(4,818
)

$
(113
)

$
353


$
1,063


$
(3,515
)

$
(353
)

$
(3,868
)

$
1,210


$
(367
)

$
843


$
(3,025
)For the Nine Months Ended
    September 30, 2005(b)Automotive salesExternal customers

$
80,060


$
22,642


$
7,681


$
6,068


$
116,451


$
(607
)

$
115,844


$



$



$



$
115,844Intersegment


(3,149
)


1,307



544



1,300



2



(2
)


















Total automotive sales


76,911



23,949



8,225



7,368



116,453



(609
)


115,844















115,844Financial services and insurance
    revenues






























25,250



330



25,580



25,580Other income










































Total net sales and revenues

$
76,911


$
23,949


$
8,225


$
7,368


$
116,453


$
(609
)

$
115,844


$
25,250


$
330


$
25,580


$
141,424Interest income(a)

$
997


$
299


$
40


$
22


$
1,358


$
(721
)

$
637


$
1,510


$
(301
)

$
1,209


$
1,846Interest expense

$
2,308


$
366


$
124


$
61


$
2,859


$
(757
)

$
2,102


$
9,370


$
(22
)

$
9,348


$
11,450Net income (loss)

$
(5,049
)

$
(963
)

$
(12
)

$
(409
)

$
(6,433
)

$
331


$
(6,102
)

$
2,198


$



$
2,198


$
(3,904
)     (a)
    
    Interest income is included in net sales and revenues from
    external customers.(b)
    
    Effective January 1, 2006, four powertrain entities were
    transferred from GMNA to GME for management reporting.
    Accordingly, third quarter of 2005 amounts have been revised for
    comparability by reclassifying $103 million of revenue,
    $10 million of net income and $339 million of segment
    assets from GMNA. For the nine months ended September 30,
    2005, amounts have been revised by reclassifying
    $380 million of revenue and $59 million of net income
    from GMNA to GME.(c)
    
    For the three and nine months ended September 30, 2006, GM
    recognized a non-cash impairment charge of $615 million and
    $1,823 million respectively, on the pending sale of a
    controlling interest in GMAC which is reflected in the column
    Other Financing. Refer to Note 2.(d)
    
    Other Financing includes the elimination from total assets of
    net receivables from Auto & Other. Receivables
    eliminated were $4.8 billion and $3.4 billion at
    September 30, 2006 and 2005, respectively.  Note 17.
    Subsequent
    Events        32




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




|        |                                                                                              
|------- | ---------------------------------------------------------------------------------------------
|Item 2. | Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations



Overview








Financial
    Results
















Automotive
    Operations








Form 10-K Form 10-K.


33



---



##### Table of Contents





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




Financial
    Results  (concluded)








Significant
    Events




Delphi
    Bankruptcy




















GMAC 
    Pending Sale of 51% Controlling Interest






34



---



##### Table of Contents





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




Significant
    Events  (concluded)




Discussions
    with Renault and Nissan








Sale of
    Investments in Isuzu and Suzuki








Sale of
    Regional Homebuilder








Basis of
    Presentation




Form 10-K, Form 10-Q


35



---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Basis of Presentation  (concluded)
    
    GMs four automotive regions: GM North America (GMNA), GM
    Europe (GME), GM Latin America/Africa/Mid-East (GMLAAM), and GM
    Asia Pacific (GMAP), which constitute GM Automotive
    (GMA); and
    Other, which includes the elimination of intersegment
    transactions, certain non-segment specific revenues and
    expenditures, including legacy costs related to postretirement
    benefits for certain Delphi Corporation (Delphi) and other
    retirees, and certain corporate activities.        Consolidated
    Results of Operations
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005(Dollars in millions)ConsolidatedTotal net of sales and revenues

$
48,888


$
47,182


$
155,528


$
141,424Net loss

$
(91
)

$
(1,664
)

$
(3,025
)

$
(3,904
)Net margin


(0.2
)%


(3.5
)%


(1.9
)%


(2.8
)%Automotive and Other OperationsTotal Automotive sales and other
    income

$
39,524


$
38,363


$
127,827


$
115,844Net loss

$
(87
)

$
(2,325
)

$
(3,868
)

$
(6,102
)Financing and Insurance OperationsTotal Financial services and
    insurance revenues

$
9,364


$
8,819


$
27,286


$
25,580GMAC net income (loss)

$
(325
)

$
654


$
1,210


$
2,198Other financing net income (loss)

$
321


$
7


$
(367
)

$
Total FIO net income (loss)

$
(4
)

$
661


$
843


$
2,198      36




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Consolidated Results of
    Operations  (concluded)
      
    Consolidated net loss of $91 million;
    Increase in Delphi charge of $500 million
    ($325 million, after tax);
    Strong revenue and improved performance at GMNA;
    Continued strong sales growth and profitability at GMLAAM and
    GMAP;
    Deterioration in profitability at GMAC;
    Restructuring and impairment charges at GME of $87 million
    primarily related to the shift reduction at the Ellesmere Port
    plant;
    Favorable adjustment at GMNA of $105 million related to the
    impact of the UAW Attrition Agreement on other postemployment
    and postretirement benefits;
    Product related impairments at GMNA of $112 million, after
    tax, and goodwill impairment related to GMACs Commercial
    Finance Group of $695 million, after tax, and
    Significant tax benefits of approximately $340 million
    realized in the Other reporting segment, as well as favorable
    tax items related to GMAP of $148 million.    GM
    Automotive and Other Operations Financial Review
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005(Dollars in millions)Auto & Other:Total Automotive sales and other
    income

$
39,524


$
38,363


$
127,827


$
115,844Net loss

$
(87
)

$
(2,325
)

$
(3,868
)

$
(6,102
)GMA net income (loss) by region:GMNA

$
(374
)

$
(2,175
)

$
(4,818
)

$
(5,049
)GME


(103
)


(353
)


(113
)


(963
)GMLAAM


184



(68
)


353



(12
)GMAP


231



126



1,063



(409
)Net loss

$
(62
)

$
(2,470
)

$
(3,515
)

$
(6,433
)Net margin


(0.2
)%


(6.4
)%


(2.7
)%


(5.6
)%GM global automotive market share


13.9
%


14.4
%


13.5
%


14.3
%Other:Net income (loss)

$
(25
)

$
145


$
(353
)

$
331    37




---



##### Table of Contents





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




GM
    Automotive and Other Operations Financial
    Review  (concluded)
















GM
    Automotive Regional Results




GM
    North America




|                                            |  |                       |        |    |                   |   |        |      |  |   |        |    |  |   |        |   
|------------------------------------------- |  | --------------------- | ------ | -- | ----------------- | - | ------ | ---- |  | - | ------ | -- |  | - | ------ | --
|                                            |  | Three Months Ended    |        |    | Nine Months Ended |  
|                                            |  | September 30,         |        |    | September 30,     |  
|                                            |  | 2006                  |        |    | 2005              |   |        | 2006 |  |   | 2005   |   
|                                            |  | (Dollars in millions) |       
|                                           
|GMNA:                                       |  |                       |        |    |                   |   |        |      |  |   |        |    |  |   |        |   
|Total automotive sales and other
    income |  | $                     | 24,897 |    |                   | $ | 24,685 |      |  | $ | 82,018 |    |  | $ | 76,911 |   
|Net loss                                    |  | $                     | (374   | )  |                   | $ | (2,175 | )    |  | $ | (4,818 | )  |  | $ | (5,049 | ) 
|Net margin                                  |  |                       | (1.5   | )% |                   |   | (8.8   | )%   |  |   | (5.9   | )% |  |   | (6.6   | )%
|Production volume                           |  | (Volume in thousands)
|Cars                                        |  |                       | 417    |    |                   |   | 424    |      |  |   | 1,375  |    |  |   | 1,352  |   
|Trucks                                      |  |                       | 633    |    |                   |   | 722    |      |  |   | 2,167  |    |  |   | 2,224  |   
|                                            |  |                       |        |    |                   |   |        |      |  |   |        |    |  |   |        |   
|Total GMNA                                  |  |                       | 1,050  |    |                   |   | 1,146  |      |  |   | 3,542  |    |  |   | 3,576  |   
|Vehicle unit sales                          |  |                       |        |    |                   |   |        |      |  |   |        |    |  |   |        |   
|Industry  North America                    |  |                       | 5,250  |    |                   |   | 5,522  |      |  |   | 15,412 |    |  |   | 15,844 |   
|GM as a percentage of industry              |  |                       | 24.5   | %  |                   |   | 25.6   | %    |  |   | 24.0   | %  |  |   | 26.1   | % 
|Industry  U.S.                             |  |                       | 4,458  |    |                   |   | 4,740  |      |  |   | 13,084 |    |  |   | 13,543 |   
|GM as a percentage of industry              |  |                       | 25.1   | %  |                   |   | 26.0   | %    |  |   | 24.3   | %  |  |   | 26.5   | % 
|GM cars                                     |  |                       | 21.8   | %  |                   |   | 22.5   | %    |  |   | 20.8   | %  |  |   | 23.1   | % 
|GM trucks                                   |  |                       | 27.9   | %  |                   |   | 28.8   | %    |  |   | 27.4   | %  |  |   | 29.2   | % 











38



---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GM
    Automotive Regional
    Results  (continued)
  GM
    North America  (continued)
    2006 year-to-date,
  2006 year-to-date
    
    Lower pension and OPEB costs of approximately $1 billion,
    primarily due to hourly OPEB savings as a result of the UAW
    Settlement Agreement, the hourly pension and OPEB savings as a
    result of the Attrition Program, and the effects of the changes
    in salaried retiree benefits plans announced in the first
    quarter of 2006.
    Manufacturing cost savings of $0.4 billion due to results
    of the Attrition Program, and $0.4 billion in other
    structural cost savings.
    Favorable adjustments of $175 million, related to reserves
    for postemployment benefits, primarily attributable to the
    transfer of employees from idled plants to other plant sites and
    a reduction in the population of employees on sickness and
    accident and extended disability leaves. This was slightly
    offset by the impact of the remeasurement of GMs U.S.
    hourly OPEB plans, as of May 31, 2006 as a result of the
    previously discussed Attrition Program, which resulted in an
    after tax charge of $10 million in OPEB expense.
    An unfavorable impact due to decreased volumes was only
    partially offset by favorable mix, primarily related to sales of
    full size utility vehicles. The net impact of these items is
    approximately $400 million unfavorable.
    Other contribution margin decreased primarily due to an increase
    in the warranty accrual as a result of the extension of the
    powertrain warranty for all 2007 models sold in the United
    States and Canada, partially offset by increases in non-vehicle
    sales and improvements in other warranty costs. The net impact
    of these items is approximately $100 million unfavorable.
    An impairment charge of $172 million (after tax charge of
    $112 million), for the impairment of product specific
    assets and write down of plant assets in connection with the
    decreased profitability and production associated with the
    planned cessation of production at the Doraville, Georgia
    assembly plant in 2008.   39




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GM
    Automotive Regional
    Results  (continued)
  GM
    North America  (continued)
    
    A net charge of $3.7 billion, after tax, related to the UAW
    Attrition Agreement, which is more fully discussed in the
    section titled GM-UAW-Delphi Special Attrition Program
    Agreement below, was taken in the second quarter of 2006.
    This charge included the favorable impact of $0.6 billion
    after tax for the reduction in capacity action charges reflected
    in the fourth quarter of 2005 due to lower than anticipated
    expense related to the JOBS bank and $0.1 billion after tax
    related to the impact on other postemployment and postretirement
    benefits. In addition, estimated charges of $65 million
    after tax related to other separations of U.S. salaried
    employees was taken in the first quarter of 2006. Separately,
    2005 results included after tax charges of $84 million
    related to the write-down of various plant assets in connection
    with the cessation of production at the Lansing assembly plant
    and $148 million related to voluntary early retirement and
    other separation programs with respect to certain U.S. salaried
    employees.
    Other impairment charges of $303 million ($197 million
    after tax) in the second quarter of 2006 related to the
    write-down of product specific assets.
    A favorable adjustment of approximately $300 million after
    tax in the second quarter of 2006 related to a decrease in the
    liability for policy, product warranty and recall campaigns due
    to lower spending as a result of better vehicle quality.
    Lower pension and OPEB costs of approximately $1.3 billion
    in the first three quarters of the year, primarily due to the
    effects of the changes in salaried retiree benefits plans
    announced in the first quarter of 2006, and the hourly pension
    savings as a result of the Attrition Program.
    Savings in other structural costs of approximately
    $1.6 billion, comprised of reductions in engineering,
    marketing and other costs and a reduction to the product
    liability reserve.
    For the nine months of 2006, contribution margin was favorable
    by approximately $0.5 billion due to increase in production
    volumes, improved product mix and favorable pricing. 40




---



##### Table of Contents





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




GM
    Automotive Regional
    Results  (continued)




GM
    Europe




|                                            |  |                       |       |    |                   |   |       |      |  |   |        |    |  |   |        |   
|------------------------------------------- |  | --------------------- | ----- | -- | ----------------- | - | ----- | ---- |  | - | ------ | -- |  | - | ------ | --
|                                            |  | Three Months Ended    |       |    | Nine Months Ended |  
|                                            |  | September 30,         |       |    | September 30,     |  
|                                            |  | 2006                  |       |    | 2005              |   |       | 2006 |  |   | 2005   |   
|                                            |  | (Dollars in millions) |      
|                                           
|Total automotive sales and other
    income |  | $                     | 7,487 |    |                   | $ | 7,252 |      |  | $ | 24,321 |    |  | $ | 23,949 |   
|GME net loss                                |  | $                     | (103  | )  |                   | $ | (353  | )    |  | $ | (113   | )  |  | $ | (963   | ) 
|GME net margin                              |  |                       | (1.4  | )% |                   |   | (4.9  | )%   |  |   | (0.5   | )% |  |   | (4.0   | )%
|                                            |  | (Volume in thousands)
|Production volume                           |  |                       | 374   |    |                   |   | 412   |      |  |   | 1,363  |    |  |   | 1,415  |   
|Vehicle unit sales                          |  |                       |       |    |                   |   |       |      |  |   |        |    |  |   |        |   
|Industry                                    |  |                       | 5,052 |    |                   |   | 5,060 |      |  |   | 16,562 |    |  |   | 16,101 |   
|GM as a percentage of industry              |  |                       | 9.0   | %  |                   |   | 9.1   | %    |  |   | 9.2    | %  |  |   | 9.5    | % 
|GM market share  Germany                   |  |                       | 9.9   | %  |                   |   | 10.5  | %    |  |   | 10.1   | %  |  |   | 10.9   | % 
|GM market share  United
    Kingdom        |  |                       | 13.3  | %  |                   |   | 13.7  | %    |  |   | 14.3   | %  |  |   | 14.7   | % 

















| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Results for the third quarter of 2006 included restructuring
    charges for separations totaling $83 million, after tax,
    and impairment charges of $4 million, after tax. The
    restructuring charge relates mainly to reduction of one shift at
    the Ellesmere Port plant in the U.K. as well as the continuing
    separation activities related to the restructuring plan
    announced in the fourth quarter of 2004. These items are further
    discussed in Note 13, Impairments, Restructuring and Other
    Initiatives, to the Condensed Consolidated Financial Statements.
|
| |  | Results for the third quarter of 2005 included a restructuring
    charge of $56 million, after tax, related to separations
    and a charge related to product specific asset impairments of
    $176 million, after tax.                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Material cost reductions as well as favorable pricing of
    approximately $85 million improvement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Savings in other structural costs of approximately
    $29 million due to impacts of the GME restructuring.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    







| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Total restructuring and impairment charges for the first nine
    months of 2006 of $309 million, after tax. The third
    quarter charge of $87 million, after tax, consists mainly
    of separation charges as discussed above. The second quarter
    charge of $182 million, after tax, consisted of a charge
    for separations and contract cancellations of $88 million,
    after tax, a product specific impairment charge of
    $37 million, after tax, and an asset impairment charge of
    $57 million, after tax, related to the closure of GMs
    Portugal assembly plant. The first quarter of 2006 charge of
    $40 million, after tax, primarily related to the
    restructuring plan announced in the fourth quarter of 2004.

41



---



##### Table of Contents





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




GM
    Automotive Regional
    Results  (continued)




GM
    Europe  (concluded)






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Total restructuring charges for the first nine months of 2005
    were $780 million, after tax. This amount consisted of
    restructuring charges of $604 million, after tax, for
    separations, mainly related to the restructuring plan announced
    in the fourth quarter of 2004, but included costs related to the
    dissolution of the Powertrain joint venture with Fiat in the
    second quarter of 2005, and a charge for product specific asset
    impairments of $176 million, after tax.
|
| |  | Savings for the first nine months of 2006 related to material
    cost reductions of approximately $200 million, favorable
    savings in structural costs of approximately $100 million
    and favorable pricing performance of approximately
    $200 million.                                                                                                                                                                                                                                           







GM
    Latin America/Africa/Mid-East




|                                            |  |                       |       |   |                   |   |       |      |  |   |        |   |  |   |       |  
|------------------------------------------- |  | --------------------- | ----- | - | ----------------- | - | ----- | ---- |  | - | ------ | - |  | - | ----- | -
|                                            |  | Three Months Ended    |       |   | Nine Months Ended |  
|                                            |  | September 30,         |       |   | September 30,     |  
|                                            |  | 2006                  |       |   | 2005              |   |       | 2006 |  |   | 2005   |  
|                                            |  | (Dollars in millions) |      
|                                           
|Total automotive sales and other
    income |  | $                     | 3,636 |   |                   | $ | 2,991 |      |  | $ | 10,596 |   |  | $ | 8,225 |  
|GMLAAM net income (loss)                    |  | $                     | 184   |   |                   | $ | (68   | )    |  | $ | 353    |   |  | $ | (12   | )
|GMLAAM net margin                           |  |                       | 5.1   | % |                   |   | (2.3  | )%   |  |   | 3.3    | % |  |   | 0.1   | %
|                                            |  | (Volume in thousands)
|Production volume                           |  |                       | 216   |   |                   |   | 207   |      |  |   | 616    |   |  |   | 587   |  
|Vehicle unit sales                          |  |                       |       |   |                   |   |       |      |  |   |        |   |  |   |       |  
|Industry                                    |  |                       | 1,565 |   |                   |   | 1,344 |      |  |   | 4,441  |   |  |   | 3,856 |  
|GM as a percentage of industry              |  |                       | 17.3  | % |                   |   | 16.7  | %    |  |   | 16.8   | % |  |   | 16.4  | %
|GM market share  Brazil                    |  |                       | 21.1  | % |                   |   | 21.1  | %    |  |   | 21.4   | % |  |   | 20.7  | %



















42



---



##### Table of Contents





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




GM
    Automotive Regional
    Results  (continued)




GM
    Latin
    America/Africa/Mid-East  (concluded)








GM
    Asia Pacific




|                                            |  |                       |       |   |                   |   |       |      |  |   |        |   |  |   |        |   
|------------------------------------------- |  | --------------------- | ----- | - | ----------------- | - | ----- | ---- |  | - | ------ | - |  | - | ------ | --
|                                            |  | Three Months Ended    |       |   | Nine Months Ended |  
|                                            |  | September 30,         |       |   | September 30,     |  
|                                            |  | 2006                  |       |   | 2005              |   |       | 2006 |  |   | 2005   |  
|                                            |  | (Dollars in millions) |      
|                                           
|Total automotive sales and other
    income |  | $                     | 3,851 |   |                   | $ | 3,752 |      |  | $ | 11,875 |   |  | $ | 7,368  |   
|GMAP net income (loss)                      |  | $                     | 231   |   |                   | $ | 126   |      |  | $ | 1,063  |   |  | $ | (409   | ) 
|GMAP net margin                             |  |                       | 6.0   | % |                   |   | 3.4   | %    |  |   | 9.0    | % |  |   | (5.6   | )%
|                                            |  | (Volume in thousands)
|Production volume                           |  |                       | 430   |   |                   |   | 409   |      |  |   | 1,384  |   |  |   | 1,142  |   
|Vehicle unit sales                          |  |                       |       |   |                   |   |       |      |  |   |        |   |  |   |        |   
|Industry                                    |  |                       | 4,634 |   |                   |   | 4,458 |      |  |   | 14,479 |   |  |   | 13,642 |   
|GM as a percentage of industry              |  |                       | 6.2   | % |                   |   | 5.9   | %    |  |   | 6.4    | % |  |   | 5.7    | % 
|GM market share 
    Australia             |  |                       | 14.8  | % |                   |   | 17.5  | %    |  |   | 15.3   | % |  |   | 18.0   | % 
|GM market share  China                     |  |                       | 11.4  | % |                   |   | 11.7  | %    |  |   | 12.2   | % |  |   | 11.1   | % 

















| |   |                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | A gain of $110 million after tax, recognized in the third
    quarter of 2006, from the reversal of a deferred tax asset
    valuation allowance at GM Daewoo.                             
|
| |  | A gain of $38 million after tax, recognized in the third
    quarter of 2006, from a reduction in the estimate of tax expense
    related to the gain on sale of GMs investment in Suzuki.
|
| |  | Favorable items noted above were partially offset by unfavorable
    results at GM Holden, Thailand, and India.                                                                            
|
| |  | Results for the third quarter of 2006 also decreased by
    approximately $45 million due to the loss of equity income
    from the divested interest in Suzuki.                           

43



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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




GM
    Automotive Regional
    Results  (concluded)




GM
    Asia Pacific  (concluded)










| |   |                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | A gain of $372 million after tax, recognized in the first
    quarter of 2006, from the sale of approximately 85% of GMs
    investment in Suzuki.                                                         
|
| |  | A gain of $212 million after tax, recognized in the second
    quarter of 2006, from the sale of approximately 90 million
    shares of Isuzu stock.                                                        
|
| |  | A loss of $788 million, recognized in the second quarter of
    2005, from the write-down to fair market value of GMs
    investment in approximately 20% of the common stock of Fuji
    Heavy Industries.
|
| |  | Improved results at GM Daewoo and GMs joint ventures in
    China partially offset by unfavorable results at Holden,
    Thailand, and India.                                                              
|
| |  | Results for the third quarter of 2005 included a charge related
    to product specific asset impairments of $45 million, after
    tax.                                                                    







Other
    Operations




|                                                |  |                       |      |   |                   |   |      |      |  |   |      |   |  |   |      |  
|----------------------------------------------- |  | --------------------- | ---- | - | ----------------- | - | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                                                |  | Three Months Ended    |      |   | Nine Months Ended |  
|                                                |  | September 30,         |      |   | September 30,     |  
|                                                |  | 2006                  |      |   | 2005              |   |      | 2006 |  |   | 2005 |  
|                                                |  | (Dollars in millions) |     
|                                               
|Other:                                          |  |                       |      |   |                   |   |      |      |  |   |      |   |  |   |      |  
|Total net sales, revenues, and
    eliminations |  | $                     | (347 | ) |                   | $ | (317 | )    |  | $ | (983 | ) |  | $ | (609 | )
|Net income (loss)                               |  | $                     | (25  | ) |                   | $ | 145  |      |  | $ | (353 | ) |  | $ | 331  |  

















GMAC
    Financial Review






44



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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




GMAC
    Financial Review  (continued)








|                                |  |                       |      |   |               |   |     |      |  |   |       |   |  |   |       | 
|------------------------------- |  | --------------------- | ---- | - | ------------- | - | --- | ---- |  | - | ----- | - |  | - | ----- | 
|                                |  |                       |      |   | Nine Months   |  
|                                |  | Three Months Ended    |      |   | Ended         |  
|                                |  | September 30,         |      |   | September 30, |  
|                                |  | 2006                  |      |   | 2005          |   |     | 2006 |  |   | 2005  |  
|                                |  | (Dollars in millions) |     
|                               
|Automotive financing operations |  | $                     | 168  |   |               | $ | 139 |      |  | $ | 680   |   |  | $ | 707   | 
|ResCap                          |  |                       | 83   |   |               |   | 282 |      |  |   | 828   |   |  |   | 934   | 
|Insurance operations            |  |                       | 183  |   |               |   | 89  |      |  |   | 392   |   |  |   | 278   | 
|Other /eliminations             |  |                       | (759 | ) |               |   | 144 |      |  |   | (690  | ) |  |   | 279   | 
|                                |  |                       |      |   |               |   |     |      |  |   |       |   |  |   |       | 
|Net income (loss)               |  | $                     | (325 | ) |               | $ | 654 |      |  | $ | 1,210 |   |  | $ | 2,198 | 
|                                |  |                       |      |   |               |   |     |      |  |   |       |   |  |   |       | 



















45



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##### Table of Contents





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES












Key
    Factors Affecting Future and Current Results








Turnaround
    Plan








| |   |                                                    
| | - | ---------------------------------------------------
| |  | Product Excellence                                 
|
| |  | Revitalize Sales and Marketing Strategy            
|
| |  | Accelerate Cost Reductions and Quality Improvements
|
| |  | Address Health Care Burden                         







Product
    Excellence














46



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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Turnaround
    Plan  (continued)
  Revitalize
    Sales and Marketing Strategy
          Accelerate
    Cost Reductions and Quality Improvements
           47




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Turnaround
    Plan  (concluded)
      Address
    Health-Care Burden
        out-of-pocket
  General
  Form 10-K Form 10-K.
 48




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Delphi
    Bankruptcy
               49




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Delphi
    Bankruptcy  (continued)
                and/or
 50




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Delphi
    Bankruptcy  (continued)
        Form 10-K
 51




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##### Table of Contents





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




Delphi
    Bankruptcy  (continued)












GM-UAW-Delphi
    Special Attrition Program Agreement










and/or






52



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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




GM-UAW-Delphi
    Special Attrition Program Agreement 
    (continued)
























GMAC 
    Pending Sale of 51% Controlling Interest














| |   |                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Strong long term services agreement between GM and
    GMAC  As part of the transaction, GM and GMAC will
    enter into a number of agreements that will require that GMAC
    continue to allocate capital to

53



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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




GMAC 
    Pending Sale of 51% Controlling Interest 
    (continued)








| |   |                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Improved Liquidity  Significant upfront sales
    proceeds to bolster GM liquidity, strengthening GMs
    balance sheet and funding the turnaround plan.                                                                                                                                                                                          
|
| |  | Enhanced stockholder value through a stronger GMAC 
    GM will retain a 49% equity interest in GMAC, and will be able
    to continue to participate in GMACs strong profitability
    levels.                                                                                                                                                   
|
| |  | Expected delinkage of GMACs credit rating from
    GM  GM expects the introduction of a new controlling
    investor for GMAC, new capital at GMAC, and significantly
    reduced intercompany exposures to GM will provide GMAC with a
    solid foundation to improve its current credit rating, and
    delink the GMAC credit ratings from GM.

















54



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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




GMAC 
    Pending Sale of 51% Controlling Interest 
    (continued)


























55



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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GMAC 
    Pending Sale of 51% Controlling
    Interest  (concluded)
    Investigations
          Liquidity
    and Capital Resources
     56




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Liquidity
    and Capital Resources  (concluded)
    Automotive and Other


Financing and InsuranceNine Months Ended September 30,2006


2005


2006


2005(Dollars in millions)Net cash provided by (used in)
    operating activities

$
4,350


$
(1,715
)

$
(9,640
)

$
(5,541
)Cash flows from investing
    activitiesExpenditures for property


(5,091
)


(4,878
)


(285
)


(170
)Investments in marketable
    securities  acquisitions


(102
)


(289
)


(10,525
)


(14,184
)Investments in marketable
    securities  liquidations


1,711



5,319



9,880



11,029Net change in mortgage servicing
    rights










(65
)


(101
)Increase (decrease) in finance
    receivables










(55,603
)


(6,781
)Proceeds from sales of finance
    receivables










66,859



27,802Proceeds from the sale of business
    units/equity investments


1,968







8,556



Operating leases 
    acquisitions










(13,772
)


(12,372
)Operating leases 
    liquidations










5,266



5,029Net investing activity with
    Financing and Insurance Operations


1,900



1,500







Investments in companies, net of
    cash acquired


(7
)


1,367



(324
)


Other


(683
)


(148
)


29



(870
)Net cash provided by (used in)
    investing activities


(304
)


2,871



10,016



9,382Cash flows from financing
    activitiesNet increase (decrease) in loans
    payable


(244
)


8



1,511



(6,297
)Long-term debt 
    borrowings


430



97



66,000



49,097Long-term debt 
    repayments


(341
)


(21
)


(76,043
)


(50,813
)Net financing activity with
    Automotive & Other










(1,900
)


(1,500
)Cash dividends paid to stockholders


(424
)


(863
)






Other










2,931



5,020Net cash used in financing
    activities


(579
)


(779
)


(7,501
)


(4,493
)Effect of exchange rate changes on
    cash and cash equivalents


115



(36
)


61



(84
)Net transactions with
    Automotive/Financing Operations


(967
)


206



967



(206
)Net increase (decrease) in cash and
    cash equivalents


2,615



547



(6,147
)


(942
)Cash and cash equivalents
    reclassified to Assets Held for Sale










(6,303
)


(509
)Cash and cash equivalents at
    beginning of the period


15,187



13,148



15,539



22,845Cash and cash equivalents at end
    of the period

$
17,802


$
13,695


$
3,089


$
21,394    57




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Automotive
    and Other Operations
  Available
    Liquidity
    September 30,


December 31,


September 30,2006


2005


2005(Dollars in billions)Cash and cash equivalents

$
17.8


$
15.2


$
13.7Other marketable securities


0.1



1.4



1.4Readily-available assets of VEBA
    trusts


2.5



3.8



4.1Available Liquidity

$
20.4


$
20.4


$
19.2          58




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Automotive
    and Other Operations  (continued)
  Available
    Liquidity  (continued)
  Form 10-K Form 10-Q
    Cash
    Flow
          Debt
       59




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Automotive
    and Other Operations  (concluded)
  Available
    Liquidity  (concluded)
    Net
    Liquidity
    Financing
    and Insurance Operations
        Status of
    Debt Ratings
   60




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Status of
    Debt Ratings  (continued)
    Senior Unsecured Debt

Commercial PaperRating Agency

GM

GMAC

ResCap

GM

GMAC

ResCapDBRS

B

BBB(Low)

BBB

R-5

R-3

R-2(Mid)Fitch

B

BB

BBB−

Withdrawn

B

F3Moodys

Caa1

Ba1

Baa3

Not Prime

Not Prime

P3S&P

B−

BB

BBB−

B-3

B-1

A-3   OutlookRating Agency

GM

GMAC

ResCapDBRS

Negative
    Rating Watch

Developing

DevelopingFitch

Negative

Positive

PositiveMoodys

Negative
    Credit Watch

Review for
    Possible
    Downgrade

Review for
    Possible
    DowngradeS&P

Negative

Developing

Developing       P-3
     61




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Status of
    Debt Ratings  (concluded)
      and/or
  Line of
    Credit Between GM and GMAC
    Off-Balance
    Sheet Arrangements
     62




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Off-Balance
    Sheet Arrangements  (concluded)
      September 30,


December 31,


September 30,2006


2005


2005(Dollars in millions)Assets leased under operating
    leases

$
2,286


$
2,430


$
2,431Trade receivables sold(1)


760



708



980Total

$
3,046


$
3,138


$
3,411Financing and Insurance OperationsReceivables sold or securitized: Mortgage loans

$
80,272


$
99,084


$
97,887 Retail finance
    receivables


6,119



6,014



6,523 Wholesale
    finance receivables


18,499



21,421



16,688Total

$
104,890


$
126,519


$
121,098     (1)
    
    In addition, trade receivables sold to GMAC were
    $497 million, $525 million and $476 million for
    the periods ended September 30, 2006, December 31,
    2005, and September 30, 2005, respectively.  Book
    Value Per Share
  2 3
    Dividends
  and/or
   63




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Employment
    and Payrolls
  Worldwide Employment for GM and its Consolidated Subsidiaries
    at September 30, (in thousands)

2006


2005GMNA


156



173GME(1)


62



56GMLAAM


32



32GMAP


34



27GMAC


31



34Other


3



3Total employees


318



325   Three Months Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005Worldwide payrolls  (in
    billions)

$
6.0


$
5.2


$
16.7


$
15.6     (1)
    
    Approximately 7,000 employees were added in the fourth quarter
    of 2005 from a former powertrain joint venture with Fiat.  Critical
    Accounting Estimates
  Form 10-K.
  Pension
    and Other Postretirement Employee Benefits (OPEB)
    
    Discount rates.  Our discount rates are based
    on creating a hypothetical portfolio of high quality bonds
    (rated AA or higher by a recognized rating agency) for which the
    timing and amount of cash inflows approximates the estimated
    cash outflows of the defined benefit plan.
    Health care cost trend rate.  Our health-care
    cost trend rate is based on historical retiree cost data, near
    term health care outlook, including appropriate cost control
    measures implemented by GM, and industry benchmarks and surveys.
    Expected return on plan assets.  Our expected
    return on plan assets is derived from detailed periodic studies,
    which include a review of asset allocation strategies,
    anticipated future long-term performance of individual asset
    classes, risk and correlations for each of the asset classes
    that comprise the funds asset mix, and recent and
    long-term historical performance. 64




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Critical
    Accounting Estimates  (continued)
   
    Mortality rates.  Mortality rates are based on
    actual and projected plan experience.
    Retirement rates.  Retirement rates are based
    on actual and projected plan experience.
    Rate of compensation increase.  The rate of
    compensation increase for final pay plans reflects our long-term
    actual experience and our outlook, including contractually
    agreed upon wage rate increases for represented hourly employees.              Effect on 2006


Effect onChange in Assumption

Pre-Tax Pension Expense


PBO25 basis point decrease in
    discount rate

+$
120 million


+$
2.1 billion25 basis point increase in
    discount rate

−$
120 million


−$
2.0 billion25 basis point decrease in
    expected return on assets

+$
230 million



25 basis point increase in
    expected return on assets

−$
230 million



    65




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Critical
    Accounting Estimates  (continued)
      Effect on 2006


Effect onChange in Assumption

Pre-Tax OPEB Expense


APBO25 basis point decrease in
    discount rate

+$
110 million


+$
1.7 billion25 basis point increase in
    discount rate

−$
100 million


−$
1.6 billion       New
    Accounting Standards
  SFAS No. 123R-3,
   66




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Critical
    Accounting Estimates  (continued)
  FIN 46R-6, FIN 46R-6.
    No. 13-2
     67




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Critical
    Accounting Estimates  (concluded)
    No. 123R-5 FAS 123R-1. FAS 123R-1,
  Forward-Looking
    Statements
  Form 10-K Form 10-Q Form 8-K,
    
    Our ability to achieve reductions in costs as a result of the
    turnaround restructuring, health care cost reductions and the
    Attrition Program, to realize production efficiencies and to
    implement capital expenditures at levels and times planned by
    management;
    The pace of product introductions and market acceptance of our
    new products; 68




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Forward-Looking
    Statements  (continued)
   
    Changes in the competitive environment and the effect of
    competition in our markets, including our pricing policies;
    Our ability to maintain adequate liquidity and financing sources
    and an appropriate level of debt;
    Restrictions on GMACs and ResCaps ability to pay
    dividends and prepay subordinated debt obligations to us;
    The final results of investigations and inquiries by the SEC and
    other government agencies;
    Changes in relations with unions and employees/retirees and the
    legal interpretations of the agreements with those unions with
    regard to employees/retirees;
    Our ability to complete the timely sale of a 51-percent
    controlling interest in GMAC and the effect of that sale on the
    results of GMs and GMACs operations, liquidity and
    respective credit ratings;
    Labor strikes or work stoppages at GM or its key suppliers such
    as Delphi or financial difficulties at those key suppliers;
    Negotiations and bankruptcy court actions with respect to our
    relationship with Delphi;
    Our ability to attract customers as a result of our more
    extensive powertrain warranty coverage;
    Potential increases in our product warranty costs and costs
    associated with product recalls or product liability;
    Additional credit rating downgrades and their effects;
    Costs and risks associated with litigation;
    New laws, regulations or governmental policies or changes to
    existing laws, regulations or governmental policies (including
    changes in interpretation or enforcement);
    Shortages of and price increases for fuel;
    Changes in economic conditions, commodity prices, currency
    exchange rates or political stability in the markets in which we
    and our competitors operate; and
    Other factors affecting financing and insurance operating
    segments results of operations and financial condition
    such as credit ratings, adequate access to the market, changes
    in the residual value of off-lease vehicles, changes in
    U.S. government-sponsored mortgage programs or disruptions
    in the markets in which its mortgage subsidiaries operate, and
    changes in its contractual servicing rights; and price increases
    or shortages of fuel.  Form 10-K, Forms 10-Q 8-K,
  
    Changes in the competitive environment and the effect of
    competition in GMACs markets, including on GMACs
    pricing policies;
    GMACs ability to maintain adequate financing sources and
    an appropriate level of debt;
    The profitability and financial condition of GM, including
    changes in production or sales of GM vehicles and risks based on
    GMs contingent benefit guarantees;
    Changes in GMACs accounting assumptions that may require
    or that result from changes in the accounting rules or their
    application, which could result in an impact on
    earnings; and
    The threat of natural calamities. 69




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Forward-Looking
    Statements  (concluded)
       Item 3.
    Quantitative
    And Qualitative Disclosures About Market Risk  Form 10-K
    Item 4.
    Controls
    and Procedures    Rules 13a-15(e) 15d-15(e)) Rules 13a-15 15d-15,
  Form 10-K
  Form 10-K
     70




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Controls
    and Procedures  (concluded)
      Limitations
    on the Effectiveness of Controls
     PART II  Item 1.
    Legal
    Proceedings  Health
    Care Litigation
  UAW, et al. v.
    General Motors Corporation
    General
    Motors Securities Litigation
  In re General
    Motors Securities and Derivative Litigation
 71




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Legal
    Proceedings  (continued)
    Bondholder
    Class Actions
  J&R
    Marketing, et al. v. General Motors, et al.
  ERISA
    Class Actions
  In re General
    Motors ERISA Litigation
  Canadian
    Export Antitrust Class Actions
  In re New
    Market Vehicle Canadian Export Antitrust Litigation Cases
  John
    Evans and Evans Cooling Systems v. General Motors
    Environmental
    Matters
  EPA
    Region V Administrative Complaint
   72




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Legal
    Proceedings  (concluded)
    Greenhouse
    Gas Lawsuit
  California ex rel. Lockyer v. General Motors
    Corporation, et al.
    Item 1a.
    Risk
    Factors  Form 10-K, Form 10-K. Form 10-K
  Our
    ability to achieve structural and material cost reductions and
    to realize production efficiencies for our automotive operations
    is critical to our ability to achieve our turnaround plan and
    return to profitability.
    Financial
    difficulties, labor stoppages or work slowdowns at key
    suppliers, including Delphi, could result in a disruption in our
    operations and have a material adverse affect on our
    business.
   73




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Risk
    Factors  (continued)
      Delphi
    may seek to reject or compromise its obligations to us through
    its Chapter 11 bankruptcy proceedings.
      Continued
    failure to achieve profitability may cause some or all of our
    deferred tax assets to expire.
   74




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Risk
    Factors  (continued)
    Restrictions
    in our labor agreements, including the JOBS bank provisions in
    the UAW agreement, could limit our ability to pursue or achieve
    cost savings through restructuring initiatives, and labor
    strikes, work stoppages or similar difficulties could
    significantly disrupt our operations.
    We
    have reached an agreement to sell a controlling interest in
    GMAC. There is a risk that this transaction may not be
    completed. In addition, this transaction, if completed, would
    reduce our interest in GMACs earnings going
    forward.
      
    GMACs access to capital may be seriously constrained, as
    most unsecured funding sources may decline, including bank
    funding;
    The cost of funds related to borrowings that are secured by
    assets may increase, leading to a reduction in liquidity for
    certain asset classes;
    It may be increasingly difficult to securitize assets, resulting
    in reduced capacity to support overall automotive loan
    originations;
    Uncompetitive funding costs may result in a lower return on
    capital and significantly lower earnings and dividends; and
    GMAC may need to consider divesting certain businesses in order
    to maintain adequate liquidity to fund new originations or
    otherwise preserve the value of its businesses.   75




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Risk
    Factors  (concluded)
  Our
    pension and OPEB expenses are affected by factors outside our
    control, including the performance of plan assets, interest
    rates, actuarial data and experience, and changes in laws and
    regulations.
    Industry
    consolidation or the entry of competitors into alliances could
    adversely affect our business, results of operations and
    financial condition.
    Other
    Risk Factors
  Form 10-K, Form 10-K. Form 10-K
  Risks
    related to GM and its automotive business
  
    Our ability to maintain or grow structural and material cost
    savings and to realize production efficiencies for our
    automotive operations is critical to our ability to achieve our
    turnaround plan and return to profitability.
    We have guaranteed a significant amount of Delphis
    financial obligations to its unionized workers. If Delphi fails
    to satisfy these obligations, we would be obligated to pay some
    of these obligations.
    Our health-care cost burden is one of our biggest competitive
    challenges, and if we do not make progress on structurally
    fixing this issue, it will continue to be a long-term threat to
    GM.
    Our extensive pension and OPEB obligations to retirees are a
    competitive disadvantage for us.
    We have experienced a series of credit rating actions that have
    downgraded our credit ratings to historically low levels.
    Further reduction of our credit ratings, or failure to restore
    our credit ratings to higher levels, could have a material
    adverse effect on our business.
    Our liquidity position could be negatively affected by a variety
    of factors, which in turn could have a material adverse effect
    on our business.
    The government is currently investigating certain of our
    accounting practices. The final outcome of these investigations
    could require us to restate prior financial results.
    We operate in a highly competitive industry that has excess
    manufacturing capacity. 76




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Risks
    related to GM and its automotive
    business  (concluded)
   
    The bankruptcy or insolvency of a major competitor could result
    in further competitive disadvantages for us in relation to that
    competitor.
    Shortages and increases in the price of fuel can result in
    diminished profitability due to shifts in consumer vehicle
    demand.
    A decline in consumer demand for our higher margin vehicles
    could result in diminished profitability.
    Our indebtedness and other obligations of our automotive
    operations are significant and could materially adversely affect
    our business.
    The pace of introduction and market acceptance of new vehicles
    is important to our success.
    We may be affected by new laws, regulations or governmental
    policies or changes to existing laws, regulations or
    governmental policies (including changes in interpretation or
    enforcement).
    Potential increases in our product warranty costs and costs
    associated with product recalls or product liability could
    affect our profitability.
    Economic and industry conditions constantly change and could
    have a material adverse effect on our business and results of
    operations.
    Changes in existing, or the adoption of new, laws, regulations
    or policies of governmental organizations may have a significant
    negative impact on how we do business.
    Our businesses outside the United States expose us to additional
    risks that may cause our revenues and profitability to decline.
    A failure of or interruption in the communications and
    information systems on which we rely to conduct our operations
    could adversely affect our business.
    We could be materially adversely affected by changes in currency
    exchange rates, commodity prices, equity prices and interest
    rates.
    We are subject to significant risks of litigation.  Risks
    related to GMs finance, mortgage and insurance
    businesses
  
    Our finance, mortgage and insurance businesses require
    substantial capital, and if we are unable to maintain adequate
    financing sources, our business, results of operations and
    financial condition will suffer and jeopardize our ability to
    continue operations.
    We are exposed to credit risk which could affect the business,
    results of operations and financial condition of our finance,
    mortgage and insurance operations.
    Our earnings may decrease because of increases or decreases in
    interest rates.
    Our hedging strategies may not be successful in mitigating our
    risks associated with changes in interest rates.
    ResCaps ability to pay dividends and to prepay
    subordinated debt obligations to GMAC is restricted by
    contractual arrangements.
    We use estimates and assumptions in determining the fair value
    of certain of our assets, in determining our allowance for
    credit losses, in determining lease residual values and in
    determining our reserves for insurance losses and loss
    adjustment expenses. If our estimates or assumptions prove to be
    incorrect, the business, results of operations and financial
    condition of our finance, mortgage and insurance operations
    could be materially adversely affected. 77




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Risks
    related to GMs finance, mortgage and insurance
    businesses  (concluded)
   
    General business and economic conditions of the industries and
    geographic areas in which we operate affect the business,
    results of operations and financial condition of our finance,
    mortgage and insurance operations.
    Our business, results of operations and financial condition may
    be materially adversely affected by decreases in the residual
    value of off-lease vehicles.
    Fluctuations in valuation of investment securities or
    significant fluctuations in investment market prices could
    negatively affect revenues.
    Changes in existing U.S. government-sponsored mortgage
    programs, or disruptions in the secondary markets in the United
    States or in other countries in which our mortgage subsidiaries
    operate, could materially adversely affect the business, results
    of operations and financial condition of our mortgage business.
    GMAC may be required to repurchase contracts and provide
    indemnification if GMAC breaches representations and warranties
    from its securitization and whole loan transactions, which could
    harm our business, results of operations and financial condition.
    Significant indemnification payments or contract, lease or loan
    repurchase activity of retail contracts or leases or mortgage
    loans could harm our business, results of operations and
    financial condition.
    A loss of contractual servicing rights could have a material
    adverse effect on our operations.
    The regulatory environment in which GMAC operates could have a
    material adverse effect on its business.  and/or
   Item 2(c).  Purchases
    of Equity Securities  2 3
  Item 5.
    Other
    Information     78




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Item 6.
    Exhibits  ExhibitNumber

Exhibit Name4


Amended Bylaws of General Motors
    Corporation, dated October 3, 200613


General Motors Acceptance
    Corporation Quarterly Report on
    Form 10-Q,
    File No. 000-03754, for the quarterly period ended
    September 30, 200631
.1

Section 302 Certification of
    the Chief Executive Officer31
.2

Section 302 Certification of
    the Chief Financial Officer32
.1

Certification of the Chief
    Executive Officer Pursuant to 18 U.S.C. Section 1350,
    As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
    Act of 200232
.2

Certification of the Chief
    Financial Officer Pursuant to 18 U.S.C. Section 1350,
    As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002  79




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
 SIGNATURES    
  By:
    /s/  PAUL
    W. SCHMIDT     80




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  EXHIBIT INDEX
  ExhibitNumber

Exhibit Name4


Amended Bylaws of General Motors
    Corporation, dated October 3, 200613


General Motors Acceptance
    Corporation Quarterly Report on
    Form 10-Q,
    File No. 000-03754, for the quarterly period ended
    September 30, 200631
.1

Section 302 Certification of
    the Chief Executive Officer31
.2

Section 302 Certification of
    the Chief Financial Officer32
.1

Certification of the Chief
    Executive Officer Pursuant to 18 U.S.C. Section 1350,
    As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
    Act of 200232
.2

Certification of the Chief
    Financial Officer Pursuant to 18 U.S.C. Section 1350,
    As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002  81