##### 



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
    June 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,




---



##### 



THIS
    PAGE LEFT BLANK INTENTIONALLY




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Explanatory
    Note
  Form 8-K




---



##### 



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


Condensed
    Consolidated Financial Statements (Unaudited)Condensed
    Consolidated Statements of Operations for the Three and Six
    Months Ended June 30, 2006 and 2005


I-1Condensed
    Consolidated Balance Sheets as of June 30, 2006,
    December 31, 2005, and June 30, 2005


I-2Condensed
    Consolidated Statements of Cash Flows for the Six Months Ended
    June 30, 2006 and 2005


I-3Notes to Condensed
    Consolidated Financial Statements


I-4Item 2.


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


I-28Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


I-62Item 4.


Controls and
    Procedures


I-62Part II 
    Other InformationItem 1.


Legal
    Proceedings


II-1Item 1A.


Risk
    Factors


II-2Item 2(c).


Purchases of Equity
    Securities


II-7Item 4.


Submission of
    Matters to a Vote of Security Holders


II-8Item 6.


Exhibits


II-10Signatures


II-11




---



##### 



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


Six Months EndedJune 30,


June 30,2006


2005


2006


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

$
44,602


$
40,178


$
87,362


$
77,481Financial services and insurance
    revenues


9,067



8,291



17,922



16,761Other income


726







1,356



Total net sales and revenues

$
54,395


$
48,469


$
106,640


$
94,242Costs and expensesAutomotive cost of sales


46,851



37,908



86,365



75,054Selling, general, and
    administrative expenses


6,069



6,645



13,267



12,969Interest expense


4,531



3,712



8,760



7,391Provisions for financing and
    insurance operations credit and insurance losses


938



797



1,670



1,715Other expenses


1,208



812



1,208



812Total costs and expenses


59,597



49,874



111,270



97,941Loss before income tax benefit,
    equity income (loss) and minority interests


(5,202
)


(1,405
)


(4,630
)


(3,699
)Income tax benefit


(1,655
)


(245
)


(1,461
)


(1,217
)Equity income (loss) and minority
    interests


168



173



235



242Net loss

$
(3,379
)

$
(987
)

$
(2,934
)

$
(2,240
)Loss per share attributable to
    common stock, basic and diluted

$
(5.97
)

$
(1.75
)

$
(5.19
)

$
(3.96
)Weighted average common shares
    outstanding  basic and diluted (millions)


566



565



566



565    I-1




---



##### 



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


December 31,


June 30,2006


2005


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

$
19,997


$
15,187


$
12,445Marketable securities


115



1,416



3,629Total cash and marketable securities


20,112



16,603



16,074Accounts and notes receivable (less
    allowances)


10,302



7,758



8,087Inventories (less allowances)


14,449



13,851



12,818Net equipment on operating
    leases  (less accumulated depreciation)


6,892



6,993



6,723Deferred income taxes and other
    current assets


10,260



8,877



10,516Total current assets


62,015



54,082



54,218Financing and Insurance
    OperationsCash and cash equivalents


2,848



15,539



19,816Investments in securities


199



18,310



19,384Finance receivables  net


4,284



180,793



178,137Loans held for sale






21,865



26,903Assets held for sale (less
    allowance)


274,294



19,030



Net equipment on operating leases
    (less accumulated depreciation)


16,533



31,194



29,353Other assets


3,925



27,694



33,228Total Financing and Insurance
    Operations assets


302,083



314,425



306,821Non-Current
    AssetsEquity in net assets of
    nonconsolidated affiliates


1,901



3,291



4,156Property  net


38,535



38,466



38,480Intangible assets  net


1,662



1,862



1,658Deferred income taxes


23,083



22,849



19,253Other assets


41,227



41,103



41,415Total non-current assets


106,408



107,571



104,962Total assets

$
470,506


$
476,078


$
466,001LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent
    LiabilitiesAccounts payable (principally trade)

$
27,674


$
26,182


$
25,361Loans payable


1,254



1,519



1,563Accrued expenses


48,441



42,665



44,517Total current liabilities


77,369



70,366



71,441Financing and Insurance
    Operations LiabilitiesAccounts payable


23



3,731



3,333Liabilities related to assets held
    for sale


267,551



10,941



Debt


12,849



253,217



251,015Other liabilities and deferred
    income taxes


4,804



28,946



32,473Total Financing and Insurance
    Operations liabilities


285,227



296,835



286,821Non-Current
    LiabilitiesLong-term debt


31,275



31,014



31,043Postretirement benefits other than
    pensions


30,668



28,990



25,882Pensions


11,502



11,214



9,619Other liabilities and deferred
    income taxes


21,744



22,023



16,447Total non-current liabilities


95,189



93,241



82,991Total liabilities


457,785



460,442



441,253Minority interests


1,081



1,039



902Stockholders
    equity$12/3
    par value common stock (outstanding, 565,607,779; 565,518,106;
    and 565,503,422 shares)


943



943



943Capital surplus (principally
    additional paid-in capital)


15,306



15,285



15,255Retained earnings (accumulated
    deficit)


(869
)


2,361



11,252Accumulated other comprehensive loss


(3,740
)


(3,992
)


(3,604
)Total stockholders equity


11,640



14,597



23,846Total liabilities and
    stockholders equity

$
470,506


$
476,078


$
466,001    I-2




---



##### 



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


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

$
(1,989
)

$
(1,781
)Cash flows from investing
    activitiesExpenditures for property


(3,274
)


(2,944
)Investments in marketable
    securities  acquisitions


(11,580
)


(10,830
)Investments in marketable
    securities  liquidations


11,909



10,269Net change in mortgage servicing
    rights


(55
)


(185
)Increase in finance receivables


(169
)


(2,569
)Proceeds from sales of finance
    receivables


15,213



17,692Proceeds from sale of business
    units/equity investments


10,518



Operating leases 
    acquisitions


(9,135
)


(8,378
)Operating leases 
    liquidations


3,411



3,258Investments in companies, net of
    cash acquired


(345
)


1,355Other


(1,615
)


(2,141
)Net cash provided by investing
    activities


14,878



5,527Cash flows from financing
    activitiesNet decrease in loans payable


(7,185
)


(8,411
)Long-term debt 
    borrowings


42,651



30,440Long-term debt 
    repayments


(43,584
)


(32,144
)Cash dividends paid to stockholders


(283
)


(570
)Other


1,918



3,619Net cash used in financing
    activities


(6,483
)


(7,066
)Effect of exchange rate changes on
    cash and cash equivalents


171



(412
)Net increase (decrease) in cash
    and cash equivalents


6,577



(3,732
)Cash and cash equivalents
    reclassified to assets held for sale


(14,458
)


Cash and cash equivalents at
    beginning of the period


30,726



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

$
22,845


$
32,261     (a)
    Consists of cash and cash equivalents of $19,997 million
    classified as current assets and $2,848 million from
    Financing and Insurance Operations as of June 30, 2006, and
    $12,445 million classified as current assets and
    $19,816 million from Financing and Insurance Operations as
    of June 30, 2005.   I-3




---



##### 



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 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
      Three Months Ended

Six Months EndedJune 30,

June 30,2006

2005

2006

2005Actual

Pro Forma

Actual

Pro Forma(Dollars in millions)Automotive sales

$
1,786


$
1,497


$
3,404


$
2,668  I-4




---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|        |                                                   
|------- | --------------------------------------------------
|Note 1. | Financial
    Statement Presentation  (continued)





Change
    in Accounting Principle




available-for-sale




New
    Accounting Standards




SFAS No. 123R-3,








FIN 46R-6,






I-5



---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|        |                                                   
|------- | --------------------------------------------------
|Note 1. | Financial Statement
    Presentation  (concluded)







No. 13-2




Change
    in Presentation of Financial Statements








|        |                         
|------- | ------------------------
|Note 2. | Assets
    Held for Sale



Loss
    on Controlling Interest in GMAC  Held for
    Sale






I-6



---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




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









|                                                                              |  |   |         |  
|----------------------------------------------------------------------------- |  | - | ------- | -
|Cash and cash equivalents                                                     |  | $ | 14,458  |  
|Marketable securities                                                         |  |   | 18,808  |  
|Finance receivables  net                                                     |  |   | 174,009 |  
|Loans held for sale                                                           |  |   | 20,455  |  
|Account and notes receivable                                                  |  |   | 7,733   |  
|Inventories (less allowances)                                                 |  |   | 558     |  
|Net equipment on operating leases
    (less accumulated depreciation)         |  |   | 18,805  |  
|Other assets                                                                  |  |   | 20,676  |  
|Allowance to reflect assets held
    for sale at fair value less cost to sell |  |   | (1,208  | )
|                                                                              |  |   |         |  
|Total assets held for sale                                                    |  | $ | 274,294 |  
|                                                                              |  |   |         |  
|Accounts payable                                                              |  | $ | 3,805   |  
|Notes and loans payable                                                       |  |   | 233,801 |  
|Deferred income taxes                                                         |  |   | 1,392   |  
|Accrued expenses and other
    liabilities                                    |  |   | 28,553  |  
|                                                                              |  |   |         |  
|Total liabilities related to
    assets held for sale                         |  | $ | 267,551 |  
|                                                                              |  |   |         |  











I-7



---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




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





















Sale
    of GMAC Commercial Mortgage






I-8



---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)






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







|                                                       |  |          |        |   |          |   |        |          |  |   |        |  
|------------------------------------------------------ |  | -------- | ------ | - | -------- | - | ------ | -------- |  | - | ------ | -
|                                                       |  | June 30, |        |   | Dec. 31, |   |        | June 30, | 
|                                                       |  | 2006     |        |   | 2005     |   |        | 2005     | 
|                                                      
|Auto & Other                                           |  |          |        |   |          |   |        |          |  |   |        |  
|Productive material, work in
    process, and supplies |  | $        | 6,281  |   |          | $ | 5,471  |          |  | $ | 5,364  |  
|Finished product, service parts,
    etc.              |  |          | 9,659  |   |          |   | 9,871  |          |  |   | 8,757  |  
|                                                       |  |          |        |   |          |   |        |          |  |   |        |  
|Total inventories at FIFO                              |  |          | 15,940 |   |          |   | 15,342 |          |  |   | 14,121 |  
|Less LIFO allowance                                    |  |          | (1,491 | ) |          |   | (1,491 | )        |  |   | (1,303 | )
|                                                       |  |          |        |   |          |   |        |          |  |   |        |  
|Total inventories (less allowances)                    |  | $        | 14,449 |   |          | $ | 13,851 |          |  | $ | 12,818 |  
|Financing and Insurance Operations                     |  |          |        |   |          |   |        |          |  |   |        |  
|Off-lease vehicles                                     |  |          |       |   |          |   | 503    |          |  |   | 532    |  
|                                                       |  |          |        |   |          |   |        |          |  |   |        |  
|Total consolidated inventories
    (less allowances)   |  | $        | 14,449 |   |          | $ | 14,354 |          |  | $ | 13,350 |  
|                                                       |  |          |        |   |          |   |        |          |  |   |        |  













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







|                                                      |  |                |     |  |              |   |     |              |  |   |       | 
|----------------------------------------------------- |  | -------------- | --- |  | ------------ | - | --- | ------------ |  | - | ----- | 
|                                                      |  | Gross Carrying |     |  | Accumulated  |   |     | Net Carrying | 
|                                                      |  | Amount         |     |  | Amortization |   |     | Amount       | 
|                                                     
|June 30, 2006                                         |  |                |     |  |              |   |     |              |  |   |       | 
|Auto & Other                                          |  |                |     |  |              |   |     |              |  |   |       | 
|Amortizing intangible assets:                         |  |                |     |  |              |   |     |              |  |   |       | 
|Patents and intellectual property
    rights          |  | $              | 521 |  |              | $ | 172 |              |  | $ | 349   | 
|Non-amortizing
    intangible assets:                 |  |                |     |  |              |   |     |              |  |   |       | 
|Goodwill                                              |  |                |     |  |              |   |     |              |  |   | 768   | 
|Pension intangible asset                              |  |                |     |  |              |   |     |              |  |   | 545   | 
|                                                      |  |                |     |  |              |   |     |              |  |   |       | 
|Total goodwill and intangible
    assets              |  |                |     |  |              |   |     |              |  | $ | 1,662 | 
|                                                      |  |                |     |  |              |   |     |              |  |   |       | 
|June 30,
    2005                                     |  |                |     |  |              |   |     |              |  |   |       | 
|Auto & Other                                          |  |                |     |  |              |   |     |              |  |   |       | 
|Amortizing intangible assets:                         |  |                |     |  |              |   |     |              |  |   |       | 
|Patents and intellectual property
    rights          |  | $              | 510 |  |              | $ | 93  |              |  | $ | 417   | 
|Non-amortizing
    intangible assets:                 |  |                |     |  |              |   |     |              |  |   |       | 
|Goodwill                                              |  |                |     |  |              |   |     |              |  |   | 526   | 
|Pension intangible asset                              |  |                |     |  |              |   |     |              |  |   | 715   | 
|                                                      |  |                |     |  |              |   |     |              |  |   |       | 
|Total goodwill and intangible
    assets              |  |                |     |  |              |   |     |              |  | $ | 1,658 | 
|Financing and Insurance Operations                    |  |                |     |  |              |   |     |              |  |   |       | 
|Amortizing intangible assets:                         |  |                |     |  |              |   |     |              |  |   |       | 
|Customer lists and contracts                          |  | $              | 74  |  |              | $ | 45  |              |  |   | 29    | 
|Trademarks and other                                  |  |                | 40  |  |              |   | 22  |              |  |   | 18    | 
|                                                      |  |                |     |  |              |   |     |              |  |   |       | 
|Total                                                 |  |                | 114 |  |              |   | 67  |              |  |   | 47    | 
|Non-amortizing
    intangible assets:                 |  |                |     |  |              |   |     |              |  |   |       | 
|Goodwill                                              |  |                |     |  |              |   |     |              |  |   | 3,242 | 
|                                                      |  |                |     |  |              |   |     |              |  |   |       | 
|Total goodwill and intangible
    assets              |  |                |     |  |              |   |     |              |  |   | 3,289 | 
|                                                      |  |                |     |  |              |   |     |              |  |   |       | 
|Total consolidated goodwill and
    intangible assets |  |                |     |  |              |   |     |              |  | $ | 4,947 | 
|                                                      |  |                |     |  |              |   |     |              |  |   |       | 



I-9



---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 4.
    Goodwill and Acquired Intangible
    Assets  (concluded)         TotalGMNA


GME


Auto & Other


GMAC


Total GMBalance as of December 31,
    2005

$
383


$
374


$
757


$
2,446


$
3,203Goodwill acquired during the period


10







10



73



83Other


(23
)






(23
)






(23
)Reclassification of GMAC goodwill
    to assets held for sale(a)














(2,542
)


(2,542
)Transfer of business unit (See
    Note 16)


(63
)


63











Effect of foreign currency
    translation and other


(5
)


29



24



23



47Balance as of June 30, 2006

$
302


$
466


$
768


$



$
768Balance as of December 31,
    2004

$
154


$
446


$
600


$
3,274


$
3,874Goodwill acquired during the period














3



3Effect of foreign currency
    translation and other


(7
)


(67
)


(74
)


(35
)


(109
)Balance as of June 30, 2005

$
147


$
379


$
526


$
3,242


$
3,768     (a)
    
    Included in Other Assets in table of assets and related
    liabilities of GMAC, held for sale in Note 2.  Note 5.
    Investment
    in Nonconsolidated Affiliates    Three Months


Six MonthsEnded


EndedJune 30,


June 30,2006


2005


2006


2005Italy

$



$
11


$



$
32Japan

$



$
45


$
21


$
95China

$
100


$
99


$
170


$
132Korea

$



$
25


$



$
17  I-10




---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|        |                                                           
|------- | ----------------------------------------------------------
|Note 5. | Investment in Nonconsolidated
    Affiliates  (concluded)

















|        |                               
|------- | ------------------------------
|Note 6. | Product
    Warranty Liability







|                                                            |  |               |        |   |               |   |        |               |  |   |        |  
|----------------------------------------------------------- |  | ------------- | ------ | - | ------------- | - | ------ | ------------- |  | - | ------ | -
|                                                            |  | Six Months    |        |   | Twelve Months |   |        | Six Months    | 
|                                                            |  | Ended         |        |   | Ended         |   |        | Ended         | 
|                                                            |  | June 30, 2006 |        |   | Dec. 31, 2005 |   |        | June 30, 2005 | 
|                                                           
|Beginning balance                                           |  | $             | 9,128  |   |               | $ | 9,315  |               |  | $ | 9,315  |  
|Payments                                                    |  |               | (2,193 | ) |               |   | (4,696 | )             |  |   | (2,366 | )
|Increase in liability (warranties
    issued during period) |  |               | 2,223  |   |               |   | 5,159  |               |  |   | 2,867  |  
|Adjustments to liability
    (pre-existing warranties)      |  |               | (420   | ) |               |   | (381   | )             |  |   | (264   | )
|Effect of foreign currency
    translation                  |  |               | 113    |   |               |   | (269   | )             |  |   | (263   | )
|                                                            |  |               |        |   |               |   |        |               |  |   |        |  
|Ending balance                                              |  | $             | 8,851  |   |               | $ | 9,128  |               |  | $ | 9,289  |  
|                                                            |  |               |        |   |               |   |        |               |  |   |        |  









|        |                                      
|------- | -------------------------------------
|Note 7. | GMNA
    Postemployment Benefit Costs









I-11



---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 7.
    GMNA
    Postemployment Benefit
    Costs  (concluded)   Form 8-K
      Six Months


Twelve Months


Six MonthsEnded


Ended


EndedJune 30, 2006


Dec. 31, 2005


June 30, 2005Beginning balance

$
2,012


$
237


$
237Payments


(447
)


(91
)


(52
)Interest accretion


16



12



6Additions


2,213



1,891



Adjustments


(989
)


(37
)


(3
)Ending balance

$
2,805


$
2,012


$
188    I-12




---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)






|        |                                       
|------- | --------------------------------------
|Note 8. | Commitments
    and Contingent Matters



Commitments




























Contingent
    Matters










I-13



---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|        |                                                     
|------- | ----------------------------------------------------
|Note 8. | Commitments
    and Contingent Matters  (continued)





Delphi
    Bankruptcy






























I-14



---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|        |                                                     
|------- | ----------------------------------------------------
|Note 8. | Commitments
    and Contingent Matters  (continued)

































I-15



---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|        |                                                     
|------- | ----------------------------------------------------
|Note 8. | Commitments
    and Contingent Matters  (continued)







and/or












Form 10-K


I-16



---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8.
    Commitments and Contingent
    Matters  (concluded)    Note 9.
    Comprehensive
    Income (Loss)    Three Months Ended


Six Months EndedJune 30,


June 302006


2005


2006


2005Net loss

$
(3,379
)

$
(987
)

$
(2,934
)

$
(2,240
)Other comprehensive income (loss)Accumulated foreign currency
    translation

$
15


$
139


$
43


$
(451
)Net gain/loss on derivatives


40



(281
)


416



(258
)Net unrealized gains (losses) on
    securities


(323
)


152



(153
)


(64
)Minimum pension liability
    adjustment


(6
)


(3
)


(54
)


54Total other comprehensive income
    (loss)


(274
)


7



252



(719
)Total comprehensive income (loss)

$
(3,653
)

$
(980
)

$
(2,682
)

$
(2,959
)   Note 10.
    Earnings
    (Loss) Per Share Attributable to Common Stock    2 3
  Note 11.
    Depreciation
    and Amortization    Three Months


Six MonthsEnded June 30,


Ended June 30,2006


2005


2006


2005Depreciation

$
1,709


$
2,693


$
4,328


$
5,358Amortization of special tools


1,112



803



1,845



1,619Amortization of intangible assets


20



16



40



29Total

$
2,841


$
3,512


$
6,213


$
7,006  I-17




---



##### 





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 Benefits |  
|                                         |  | Three Months          |        |   | Three Months     |   |        | Three Months   |  |   | Three Months   |  
|                                         |  | Ended June 30,        |        |   | Ended June 30,   |   |        | Ended June 30, |  |   | Ended June 30, |  
|                                         |  | 2006                  |        |   | 2005             |   |        | 2006           |  |   | 2005           |   |  | 2006 |      |   | 2005 |   |       | 2006 |  |   | 2005  |  
|                                         |  | (Dollars in millions) |       
|                                        
|Components of expense                    |  |                       |        |   |                  |   |        |                |  |   |                |   |  |      |      |   |      |   |       |      |  |   |       |   |  |   |     |   |  |   |    | 
|Service cost                             |  | $                     | 172    |   |                  | $ | 279    |                |  | $ | 128            |   |  | $    | 70   |   |      | $ | 168   |      |  | $ | 176   |   |  | $ | 13  |   |  | $ | 12 | 
|Interest cost                            |  |                       | 1,237  |   |                  |   | 1,221  |                |  |   | 217            |   |  |      | 235  |   |      |   | 1,043 |      |  |   | 1,026 |   |  |   | 48  |   |  |   | 53 | 
|Expected return on plan assets           |  |                       | (2,044 | ) |                  |   | (1,974 | )              |  |   | (177           | ) |  |      | (182 | ) |      |   | (375  | )    |  |   | (421  | ) |  |   |    |   |  |   |   | 
|Amortization of prior service cost       |  |                       | 184    |   |                  |   | 291    |                |  |   | 26             |   |  |      | 26   |   |      |   | (105  | )    |  |   | (17   | ) |  |   | (21 | ) |  |   | 2  | 
|Recognized net actuarial loss            |  |                       | 280    |   |                  |   | 517    |                |  |   | 96             |   |  |      | 69   |   |      |   | 617   |      |  |   | 562   |   |  |   | 34  |   |  |   | 22 | 
|Curtailments, settlements, and
    other |  |                       | 4,367  |   |                  |   | 21     |                |  |   | 18             |   |  |      | 25   |   |      |   |      |      |  |   |      |   |  |   |    |   |  |   | 2  | 
|                                         |  |                       |        |   |                  |   |        |                |  |   |                |   |  |      |      |   |      |   |       |      |  |   |       |   |  |   |     |   |  |   |    | 
|Net expense                              |  | $                     | 4,196  |   |                  | $ | 355    |                |  | $ | 308            |   |  | $    | 243  |   |      | $ | 1,348 |      |  | $ | 1,326 |   |  | $ | 74  |   |  | $ | 91 | 
|                                         |  |                       |        |   |                  |   |        |                |  |   |                |   |  |      |      |   |      |   |       |      |  |   |       |   |  |   |     |   |  |   |    | 





|                                         |  |                       |        |   |                  |   |        |                |  |   |                |   |  |      |      |   |      |   |       |      |  |   |       |   |  |   |     |   |  |   |     | 
|---------------------------------------- |  | --------------------- | ------ | - | ---------------- | - | ------ | -------------- |  | - | -------------- | - |  | ---- | ---- | - | ---- | - | ----- | ---- |  | - | ----- | - |  | - | --- | - |  | - | --- | 
|                                         |  | U.S. Plans            |        |   | Non-U.S. Plans   |   |        | U.S. Other     |  |   | Non-U.S.       |  
|                                         |  | Pension Benefits      |        |   | Pension Benefits |   |        | Benefits       |  |   | Other Benefits |  
|                                         |  | Six Months            |        |   | Six Months       |   |        | Six Months     |  |   | Six Months     |  
|                                         |  | Ended June 30,        |        |   | Ended June 30,   |   |        | Ended June 30, |  |   | Ended June 30, |  
|                                         |  | 2006                  |        |   | 2005             |   |        | 2006           |  |   | 2005           |   |  | 2006 |      |   | 2005 |   |       | 2006 |  |   | 2005  |  
|                                         |  | (Dollars in millions) |       
|                                        
|Components of expense                    |  |                       |        |   |                  |   |        |                |  |   |                |   |  |      |      |   |      |   |       |      |  |   |       |   |  |   |     |   |  |   |     | 
|Service cost                             |  | $                     | 425    |   |                  | $ | 559    |                |  | $ | 241            |   |  | $    | 142  |   |      | $ | 344   |      |  | $ | 352   |   |  | $ | 26  |   |  | $ | 24  | 
|Interest cost                            |  |                       | 2,456  |   |                  |   | 2,442  |                |  |   | 428            |   |  |      | 476  |   |      |   | 2,120 |      |  |   | 2,053 |   |  |   | 95  |   |  |   | 107 | 
|Expected return on plan assets           |  |                       | (4,058 | ) |                  |   | (3,948 | )              |  |   | (351           | ) |  |      | (367 | ) |      |   | (750  | )    |  |   | (842  | ) |  |   |    |   |  |   |    | 
|Amortization of prior service cost       |  |                       | 457    |   |                  |   | 582    |                |  |   | 50             |   |  |      | 53   |   |      |   | (133  | )    |  |   | (35   | ) |  |   | (41 | ) |  |   | 4   | 
|Recognized net actuarial loss            |  |                       | 686    |   |                  |   | 1,033  |                |  |   | 190            |   |  |      | 138  |   |      |   | 1,236 |      |  |   | 1,124 |   |  |   | 66  |   |  |   | 44  | 
|Curtailments, settlements, and
    other |  |                       | 4,390  |   |                  |   | 112    |                |  |   | 31             |   |  |      | 84   |   |      |   |      |      |  |   |      |   |  |   |    |   |  |   | 2   | 
|                                         |  |                       |        |   |                  |   |        |                |  |   |                |   |  |      |      |   |      |   |       |      |  |   |       |   |  |   |     |   |  |   |     | 
|Net expense                              |  | $                     | 4,356  |   |                  | $ | 780    |                |  | $ | 589            |   |  | $    | 526  |   |      | $ | 2,817 |      |  | $ | 2,652 |   |  | $ | 146 |   |  | $ | 181 | 
|                                         |  |                       |        |   |                  |   |        |                |  |   |                |   |  |      |      |   |      |   |       |      |  |   |       |   |  |   |     |   |  |   |     | 











I-18



---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 12.
    Pensions
    and Other Postretirement
    Benefits  (continued)      2 3
     I-19




---



##### 



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
        Restructuring
    and Other Initiatives
     I-20




---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




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















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











GMSIP
    and GMSSOP




2 3




2 3 2 3


I-21



---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




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









|                      |  |                             |       |   |       |  |       |  
|--------------------- |  | --------------------------- | ----- | - | ----- |  | ----- | -
|                      |  | Three Months Ended June 30, |      
|                      |  | 2006                        |       |   | 2005  | 
|                      |  | GMSIP                       |       |   | GMSIP | 
|                     
|Interest rate         |  |                             | 4.63  | % |       |  | 3.74  | %
|Expected life (years) |  |                             | 6     |   |       |  | 6     |  
|Expected volatility   |  |                             | 48.37 | % |       |  | 32.37 | %
|Dividend yield        |  |                             | 4.78  | % |       |  | 5.5   | %









|                                           |  |                            |            |  |           |   |       |             |  |  |           |  |  |   |            | 
|------------------------------------------ |  | -------------------------- | ---------- |  | --------- | - | ----- | ----------- |  |  | --------- |  |  | - | ---------- | 
|                                           |  | 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                                    |  |                            | 2,702,796  |  |           |   | 20.90 |             |  |  |           |  |  |   |            | 
|Exercised                                  |  |                            |           |  |           |   |      |             |  |  |           |  |  |   |            | 
|Terminated                                 |  |                            | 3,906,131  |  |           | $ | 45.62 |             |  |  |           |  |  |   |            | 
|                                           |  |                            |            |  |           |   |       |             |  |  |           |  |  |   |            | 
|Options outstanding at
    June 30, 2006   |  |                            | 82,927,251 |  |           | $ | 52.41 |             |  |  | 5.0       |  |  | $ | 23,824,668 | 
|                                           |  |                            |            |  |           |   |       |             |  |  |           |  |  |   |            | 
|Options exercisable at
    June 30, 2006   |  |                            | 72,722,297 |  |           | $ | 54.64 |             |  |  | 4.5       |  |  |   |           | 
|                                           |  |                            |            |  |           |   |       |             |  |  |           |  |  |   |            | 





|                                           |  |                            |            |  |           |   |       |             |  |  |           |  |  |  |   | 
|------------------------------------------ |  | -------------------------- | ---------- |  | --------- | - | ----- | ----------- |  |  | --------- |  |  |  | - | 
|                                           |  | 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                                 |  |                            | 442,235    |  |           | $ | 53.76 |             |  |  |           |  |  |  |   | 
|                                           |  |                            |            |  |           |   |       |             |  |  |           |  |  |  |   | 
|Options outstanding at
    June 30, 2006   |  |                            | 26,771,400 |  |           | $ | 55.22 |             |  |  | 5.3       |  |  |  |  | 
|                                           |  |                            |            |  |           |   |       |             |  |  |           |  |  |  |   | 
|Options exercisable at
    June 30, 2006   |  |                            | 26,771,400 |  |           | $ | 55.22 |             |  |  | 5.3       |  |  |  |  | 
|                                           |  |                            |            |  |           |   |       |             |  |  |           |  |  |  |   | 







I-22



---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




GMLTIP




2 3




2 3








|                        |  |                  |      |  
|----------------------- |  | ---------------- | ---- | -
|                        |  | Six Months Ended |     
|                        |  | June 30, 2006    |     
|                       
|Expected volatility     |  |                  | 50.3 | %
|Expected dividends      |  |                  | N/A  |  
|Expected term (years)   |  |                  | 2    |  
|Risk-free interest rate |  |                  | 5.72 | %









GMCRSU






I-23



---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




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















Summary








|                             |  |        |            |  |            |   |      | 
|---------------------------- |  | ------ | ---------- |  | ---------- | - | ---- | 
|                             |  |        |            |  | Weighted-  |  
|                             |  |        |            |  | Average    |  
|                             |  |        |            |  | Grant-Date |  
|                             |  | Shares |            |  | Fair Value |  
|                            
|Nonvested at January 1, 2006 |  |        | 15,923,106 |  |            | $ | 9.28 | 
|Granted                      |  |        | 2,702,796  |  |            |   | 7.06 | 
|Vested                       |  |        | 8,267,541  |  |            |   | 9.47 | 
|Forfeited                    |  |        | 153,407    |  |            |   | 8.54 | 
|                             |  |        |            |  |            |   |      | 
|Nonvested at June 30, 2006   |  |        | 10,204,954 |  |            | $ | 8.55 | 
|                             |  |        |            |  |            |   |      | 













|         |                                    
|-------- | -----------------------------------
|Note 15. | Other
    Income and Other Expenses







|                                                                                |  |                             |     |  |                           |   |   |      |  |   |       |  |  |   |   | 
|------------------------------------------------------------------------------- |  | --------------------------- | --- |  | ------------------------- | - | - | ---- |  | - | ----- |  |  | - | - | 
|                                                                                |  | Three Months Ended June 30, |     |  | Six Months Ended June 30, |  
|                                                                                |  | 2006                        |     |  | 2005                      |   |   | 2006 |  |   | 2005  | 
|                                                                               
|Gain on sale of Isuzu interest                                                  |  | $                           | 311 |  |                           | $ |  |      |  | $ | 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 |  |                           |   |  |      |  |   | 415   |  |  |   |  | 
|                                                                                |  |                             |     |  |                           |   |   |      |  |   |       |  |  |   |   | 
|Total Other Income                                                              |  | $                           | 726 |  |                           | $ |  |      |  | $ | 1,356 |  |  | $ |  | 
|                                                                                |  |                             |     |  |                           |   |   |      |  |   |       |  |  |   |   | 



I-24



---



##### 



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


Six MonthEnded June 30,


Ended June 30,2006


2005


2006


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

$
1,208


$



$
1,208


$
FHI impairment loss (See
    Note 5)






812







812Total other expenses

$
1,208


$
812


$
1,208


$
812   Note 16.
    Segment
    Reporting  OtherGM





Total





Auto &





Financing


TotalGMNA


GME


LAAM


GMAP


GMA


Other


Other


GMAC


(d)


Financing


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

$
30,178


$
8,237


$
3,687


$
2,831


$
44,933


$
(331
)

$
44,602


$



$



$



$
44,602Intersegment


(1,588
)


506



133



949



























Total automotive sales


28,590



8,743



3,820



3,780



44,933



(331
)


44,602















44,602Financial services and insurance
    revenues






























9,027



40



9,067



9,067Other income














311



311







311



415







415



726Total net sales and revenues

$
28,590


$
8,743


$
3,820


$
4,091


$
45,244


$
(331
)

$
44,913


$
9,442


$
40


$
9,482


$
54,395Interest income(a)

$
293


$
125


$
26


$
26


$
470


$
(291
)

$
179


$
701


$
(157
)

$
544


$
723Interest expense

$
823


$
159


$
73


$
52


$
1,107


$
(384
)

$
723


$
3,819


$
(11
)

$
3,808


$
4,531Net income (loss)(c)

$
(3,941
)

$
(58
)

$
140


$
379


$
(3,480
)

$
(108
)

$
(3,588
)

$
898


$
(689
)

$
209


$
(3,379
)Segment assets

$
128,653


$
24,206


$
4,615


$
11,662


$
169,136


$
(713
)

$
168,423


$
308,372


$
(6,289
)

$
302,083


$
470,506For the Three Months Ended
    June 30, 2005(b)Automotive salesExternal customers

$
27,967


$
8,096


$
2,742


$
1,640


$
40,445


$
(267
)

$
40,178


$



$



$



$
40,178Intersegment


(969
)


494



193



282



























Total automotive sales


26,998



8,590



2,935



1,922



40,445



(267
)


40,178















40,178Financial services and insurance
    revenues






























8,319



(28
)


8,291



8,291Other income










































Total net sales and revenues

$
26,998


$
8,590


$
2,935


$
1,922


$
40,445


$
(267
)

$
40,178


$
8,319


$
(28
)

$
8,291


$
48,469Interest income(a)

$
318


$
112


$
10


$
2


$
442


$
(252
)

$
190


$
432


$
(70
)

$
362


$
552Interest expense

$
752


$
135


$
38


$
9


$
934


$
(263
)

$
671


$
3,050


$
(9
)

$
3,041


$
3,712Net income (loss)

$
(1,137
)

$
(96
)

$
25


$
(605
)

$
(1,813
)

$
18


$
(1,795
)

$
816


$
(8
)

$
808


$
(987
)Segment assets

$
123,941


$
24,594


$
4,869


$
9,356


$
162,760


$
(3,580
)

$
159,180


$
309,984


$
(3,163
)

$
306,821


$
466,001   I-25




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|         |                                    
|-------- | -----------------------------------
|Note 16. | Segment
    Reporting  (concluded)



|                                              |  |                       |        |   |     |   |        |      |  |   |       |  |  |       |       |   |       |   |        |        |  |   |      |   |  |           |        |   |           |   |        |       |  |   |      |   |  |   |        |  |  |   |         |  
|--------------------------------------------- |  | --------------------- | ------ | - | --- | - | ------ | ---- |  | - | ----- |  |  | ----- | ----- | - | ----- | - | ------ | ------ |  | - | ---- | - |  | --------- | ------ | - | --------- | - | ------ | ----- |  | - | ---- | - |  | - | ------ |  |  | - | ------- | -
|                                              |  |                       |        |   |     |   |        |      |  |   |       |  |  |       |       |   |       |   |        |        |  |   |      |   |  | Other     |        |   |           |   |        |       | 
|                                              |  |                       |        |   |     |   |        | GM   |  |   |       |  |  | Total |       |   |       |   |        | Auto & |  |   |      |   |  | Financing |        |   | Total     |   |        |       | 
|                                              |  | GMNA                  |        |   | GME |   |        | LAAM |  |   | GMAP  |  |  | GMA   |       |   | Other |   |        | Other  |  |   | GMAC |   |  | (d)       |        |   | Financing |   |        | Total | 
|                                              |  | (Dollars in millions) |       
|                                             
|For the Six Months Ended
    June 30, 2006    |  |                       |        |   |     |   |        |      |  |   |       |  |  |       |       |   |       |   |        |        |  |   |      |   |  |           |        |   |           |   |        |       |  |   |      |   |  |   |        |  |  |   |         |  
|Automotive sales                              |  |                       |        |   |     |   |        |      |  |   |       |  |  |       |       |   |       |   |        |        |  |   |      |   |  |           |        |   |           |   |        |       |  |   |      |   |  |   |        |  |  |   |         |  
|External customers                            |  | $                     | 60,048 |   |     | $ | 15,838 |      |  | $ | 6,649 |  |  | $     | 5,463 |   |       | $ | 87,998 |        |  | $ | (636 | ) |  | $         | 87,362 |   |           | $ |       |       |  | $ |     |   |  | $ |       |  |  | $ | 87,362  |  
|Intersegment                                  |  |                       | (2,927 | ) |     |   | 996    |      |  |   | 311   |  |  |       | 1,620 |   |       |   |       |        |  |   |     |   |  |           |       |   |           |   |       |       |  |   |     |   |  |   |       |  |  |   |        |  
|                                              |  |                       |        |   |     |   |        |      |  |   |       |  |  |       |       |   |       |   |        |        |  |   |      |   |  |           |        |   |           |   |        |       |  |   |      |   |  |   |        |  |  |   |         |  
|Total automotive sales                        |  |                       | 57,121 |   |     |   | 16,834 |      |  |   | 6,960 |  |  |       | 7,083 |   |       |   | 87,998 |        |  |   | (636 | ) |  |           | 87,362 |   |           |   |       |       |  |   |     |   |  |   |       |  |  |   | 87,362  |  
|Financial services and insurance
    revenues |  |                       |       |   |     |   |       |      |  |   |      |  |  |       |      |   |       |   |       |        |  |   |     |   |  |           |       |   |           |   | 17,849 |       |  |   | 73   |   |  |   | 17,922 |  |  |   | 17,922  |  
|Other income                                  |  |                       |       |   |     |   |       |      |  |   |      |  |  |       | 941   |   |       |   | 941    |        |  |   |     |   |  |           | 941    |   |           |   | 415    |       |  |   |     |   |  |   | 415    |  |  |   | 1,356   |  
|                                              |  |                       |        |   |     |   |        |      |  |   |       |  |  |       |       |   |       |   |        |        |  |   |      |   |  |           |        |   |           |   |        |       |  |   |      |   |  |   |        |  |  |   |         |  
|Total net sales and revenues                  |  | $                     | 57,121 |   |     | $ | 16,834 |      |  | $ | 6,960 |  |  | $     | 8,024 |   |       | $ | 88,939 |        |  | $ | (636 | ) |  | $         | 88,303 |   |           | $ | 18,264 |       |  | $ | 73   |   |  | $ | 18,337 |  |  | $ | 106,640 |  
|                                              |  |                       |        |   |     |   |        |      |  |   |       |  |  |       |       |   |       |   |        |        |  |   |      |   |  |           |        |   |           |   |        |       |  |   |      |   |  |   |        |  |  |   |         |  
|Interest income(a)                            |  | $                     | 598    |   |     | $ | 232    |      |  | $ | 46    |  |  | $     | 51    |   |       | $ | 927    |        |  | $ | (556 | ) |  | $         | 371    |   |           | $ | 1,306  |       |  | $ | (311 | ) |  | $ | 995    |  |  | $ | 1,366   |  
|Interest expense                              |  | $                     | 1,621  |   |     | $ | 312    |      |  | $ | 101   |  |  | $     | 107   |   |       | $ | 2,141  |        |  | $ | (734 | ) |  | $         | 1,407  |   |           | $ | 7,381  |       |  | $ | (28  | ) |  | $ | 7,353  |  |  | $ | 8,760   |  
|Net income (loss)(c)                          |  | $                     | (4,444 | ) |     | $ | (10    | )    |  | $ | 169   |  |  | $     | 832   |   |       | $ | (3,453 | )      |  | $ | (328 | ) |  | $         | (3,781 | ) |           | $ | 1,535  |       |  | $ | (688 | ) |  | $ | 847    |  |  | $ | (2,934  | )
|For the Six Months Ended
    June 30, 2005(b) |  |                       |        |   |     |   |        |      |  |   |       |  |  |       |       |   |       |   |        |        |  |   |      |   |  |           |        |   |           |   |        |       |  |   |      |   |  |   |        |  |  |   |         |  
|Automotive sales                              |  |                       |        |   |     |   |        |      |  |   |       |  |  |       |       |   |       |   |        |        |  |   |      |   |  |           |        |   |           |   |        |       |  |   |      |   |  |   |        |  |  |   |         |  
|External customers                            |  | $                     | 53,968 |   |     | $ | 15,753 |      |  | $ | 4,876 |  |  | $     | 3,175 |   |       | $ | 77,772 |        |  | $ | (291 | ) |  | $         | 77,481 |   |           | $ |       |       |  | $ |     |   |  | $ |       |  |  | $ | 77,481  |  
|Intersegment                                  |  |                       | (1,743 | ) |     |   | 945    |      |  |   | 358   |  |  |       | 441   |   |       |   | 1      |        |  |   | (1   | ) |  |           |       |   |           |   |       |       |  |   |     |   |  |   |       |  |  |   |        |  
|                                              |  |                       |        |   |     |   |        |      |  |   |       |  |  |       |       |   |       |   |        |        |  |   |      |   |  |           |        |   |           |   |        |       |  |   |      |   |  |   |        |  |  |   |         |  
|Total automotive sales                        |  |                       | 52,225 |   |     |   | 16,698 |      |  |   | 5,234 |  |  |       | 3,616 |   |       |   | 77,773 |        |  |   | (292 | ) |  |           | 77,481 |   |           |   |       |       |  |   |     |   |  |   |       |  |  |   | 77,481  |  
|Financial services and insurance
    revenues |  |                       |       |   |     |   |       |      |  |   |      |  |  |       |      |   |       |   |       |        |  |   |     |   |  |           |       |   |           |   | 16,540 |       |  |   | 221  |   |  |   | 16,761 |  |  |   | 16,761  |  
|Other income                                  |  |                       |       |   |     |   |       |      |  |   |      |  |  |       |      |   |       |   |       |        |  |   |     |   |  |           |       |   |           |   |       |       |  |   |     |   |  |   |       |  |  |   |        |  
|                                              |  |                       |        |   |     |   |        |      |  |   |       |  |  |       |       |   |       |   |        |        |  |   |      |   |  |           |        |   |           |   |        |       |  |   |      |   |  |   |        |  |  |   |         |  
|Total net sales and revenues                  |  | $                     | 52,225 |   |     | $ | 16,698 |      |  | $ | 5,234 |  |  | $     | 3,616 |   |       | $ | 77,773 |        |  | $ | (292 | ) |  | $         | 77,481 |   |           | $ | 16,540 |       |  | $ | 221  |   |  | $ | 16,761 |  |  | $ | 94,242  |  
|                                              |  |                       |        |   |     |   |        |      |  |   |       |  |  |       |       |   |       |   |        |        |  |   |      |   |  |           |        |   |           |   |        |       |  |   |      |   |  |   |        |  |  |   |         |  
|Interest income(a)                            |  | $                     | 614    |   |     | $ | 203    |      |  | $ | 29    |  |  | $     | 5     |   |       | $ | 851    |        |  | $ | (452 | ) |  | $         | 399    |   |           | $ | 909    |       |  | $ | (164 | ) |  | $ | 745    |  |  | $ | 1,144   |  
|Interest expense                              |  | $                     | 1,507  |   |     | $ | 249    |      |  | $ | 62    |  |  | $     | 16    |   |       | $ | 1,834  |        |  | $ | (478 | ) |  | $         | 1,356  |   |           | $ | 6,051  |       |  | $ | (16  | ) |  | $ | 6,035  |  |  | $ | 7,391   |  
|Net income (loss)                             |  | $                     | (2,874 | ) |     | $ | (610   | )    |  | $ | 56    |  |  | $     | (535  | ) |       | $ | (3,963 | )      |  | $ | 186  |   |  | $         | (3,777 | ) |           | $ | 1,544  |       |  | $ | (7   | ) |  | $ | 1,537  |  |  | $ | (2,240  | )









|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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, second quarter of 2005 amounts have been revised
    for comparability by reclassifying $127 million of revenue,
    $16 million of net income and $383 million of segment
    assets from GMNA to GME. For the six months ended June 30,
    2005, amounts have been revised by reclassifying
    $278 million of revenue and $49 million of net income
    from GMNA to GME.
|   
|(c) |  | In the second quarter of 2006, GM recognized a non-cash pretax
    impairment charge of $1.2 billion 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 $4.6 billion and $2.8 billion at
    June 30, 2006 and 2005, respectively.                                                                                                                                                                                                                                                                                                    



|         |                      
|-------- | ---------------------
|Note 17. | Subsequent
    Events



Amended
    and Restated Credit Agreement










I-26



---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Concluded)
  Note 17.
    Subsequent
    Events  (concluded)    Conditions
    and Approvals on the Pending Sale of the Controlling Interest in
    GMAC
        VEBA
     I-27




---



##### 



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.


I-28



---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Financial
    Results  (continued)
   GM-UAW-Delphi
    Special Attrition Program Agreement
    and/or
       I-29




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Financial
    Results  (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 automotive financing consistent
    with historical practices, thereby continuing to provide
    critical financing support to a significant share of GMs
    global sales. While GMAC will retain the right to make
    individual credit decisions, GMAC will commit to fund a broad
    spectrum of customers and dealers consistent with historical
    practice in the relevant jurisdictions. Subject to GMACs
    fulfillment of certain conditions, GM will grant GMAC
    exclusivity for 10 years for U.S., Canadian and
    international GM-sponsored consumer and wholesale marketing
    incentives, with the exception of Saturn branded products.
    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.   I-30




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Financial
    Results  (continued)
             I-31




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Financial
    Results  (continued)
          Sale of
    Isuzu Investment
    Sale of
    Regional Homebuilder
   I-32




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Financial
    Results  (concluded)
   Sale of
    Suzuki Investment
    Strategy
    IUE-CWA-represented)
     I-33




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Strategy  (concluded)
          Basis of
    Presentation
  Form 10-K, Form 10-Q
    
    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 I-34




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Basis of
    Presentation  (concluded)
   
    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


Six Months EndedJune 30,


June 30,2006


2005


2006


2005(Dollars in millions)Consolidated:Total net sales and revenues

$
54,395


$
48,469


$
106,640


$
94,242Net income (loss)

$
(3,379
)

$
(987
)

$
(2,934
)

$
(2,240
)Net margin


(6.2
)%


(2.0
)%


(2.8
)%


(2.4
)%Automotive and Other Operations:Total net sales and revenues

$
44,913


$
40,178


$
88,303


$
77,481Net income (loss)

$
(3,588
)

$
(1,795
)

$
(3,781
)

$
(3,777
)Financing and Insurance Operations:Total revenues

$
9,482


$
8,291


$
18,337


$
16,761GMAC net income

$
898


$
816


$
1,535


$
1,544Other financing net income

$
(689
)

$
(8
)

$
(688
)

$
(7
)Total FIO net income

$
209


$
808


$
847


$
1,537         
    Consolidated net loss of $3.4 billion; I-35




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Consolidated
    Results of Operations  (concluded)
   
    Announcement of agreement to sell 51% controlling interest in
    GMAC, resulting in a loss of $690 million, after tax;
    Implementation of the Attrition Program, resulting in a charge
    of $3.7 billion;
    Strong revenue and cost performance at GMNA;
    Continued profitability at GMLAAM and GMAP;
    Continued profitability at GMAC; and
    Strengthened liquidity position at Auto & Other.    GM
    Automotive and Other Operations Financial Review
  Three Months Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005(Dollars in millions)Auto & Other:Total net sales and revenues

$
44,913


$
40,178


$
88,303


$
77,481Net income (loss)

$
(3,588
)

$
(1,795
)

$
(3,781
)

$
(3,777
)GMA net income (loss) by region:GMNA

$
(3,941
)

$
(1,137
)

$
(4,444
)

$
(2,874
)GME


(58
)


(96
)


(10
)


(610
)GMLAAM


140



25



169



56GMAP


379



(605
)


832



(535
)Net income (loss)

$
(3,480
)

$
(1,813
)

$
(3,453
)

$
(3,963
)Net margin


(7.7
)%


(4.5
)%


(3.9
)%


(5.1
)%GM global automotive market share


13.8
%


15.1
%


13.5
%


14.3
%Other:Net income (loss)

$
(108
)

$
18


$
(328
)

$
186        I-36




---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES






GM
    Automotive Regional Results




GM
    North America




|                               |  |                       |        |    |                  |   |        |      |  |   |        |    |  |   |        |   
|------------------------------ |  | --------------------- | ------ | -- | ---------------- | - | ------ | ---- |  | - | ------ | -- |  | - | ------ | --
|                               |  | Three Months Ended    |        |    | Six Months Ended |  
|                               |  | June 30,              |        |    | June 30,         |  
|                               |  | 2006                  |        |    | 2005             |   |        | 2006 |  |   | 2005   |   
|                               |  | (Dollars in millions) |       
|                              
|GMNA:                          |  |                       |        |    |                  |   |        |      |  |   |        |    |  |   |        |   
|Total net sales and revenues   |  | $                     | 28,590 |    |                  | $ | 26,998 |      |  | $ | 57,121 |    |  | $ | 52,225 |   
|Net income (loss)              |  | $                     | (3,941 | )  |                  | $ | (1,137 | )    |  | $ | (4,444 | )  |  | $ | (2,874 | ) 
|Net margin                     |  |                       | (13.8  | )% |                  |   | (4.2   | )%   |  |   | (7.8   | )% |  |   | (5.5   | )%
|Production volume              |  | (Volume in thousands)
|Cars                           |  |                       | 462    |    |                  |   | 458    |      |  |   | 958    |    |  |   | 928    |   
|Trucks                         |  |                       | 775    |    |                  |   | 789    |      |  |   | 1,534  |    |  |   | 1,501  |   
|                               |  |                       |        |    |                  |   |        |      |  |   |        |    |  |   |        |   
|Total GMNA                     |  |                       | 1,237  |    |                  |   | 1,247  |      |  |   | 2,492  |    |  |   | 2,429  |   
|Vehicle unit sales             |  |                       |        |    |                  |   |        |      |  |   |        |    |  |   |        |   
|Industry  North America       |  |                       | 5,400  |    |                  |   | 5,634  |      |  |   | 10,163 |    |  |   | 10,322 |   
|GM as a percentage of industry |  |                       | 24.0   | %  |                  |   | 27.3   | %    |  |   | 23.8   | %  |  |   | 26.4   | % 
|Industry  U.S.                |  |                       | 4,571  |    |                  |   | 4,802  |      |  |   | 8,626  |    |  |   | 8,803  |   
|GM as a percentage of industry |  |                       | 24.2   | %  |                  |   | 27.8   | %    |  |   | 24.0   | %  |  |   | 26.7   | % 
|GM cars                        |  |                       | 20.0   | %  |                  |   | 23.5   | %    |  |   | 20.3   | %  |  |   | 23.4   | % 
|GM trucks                      |  |                       | 27.9   | %  |                  |   | 31.3   | %    |  |   | 27.1   | %  |  |   | 29.4   | % 

















2006 year-to-date,




2006 year-to-date


I-37



---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




GM
    Automotive Regional
    Results  (continued)




GM
    North America  (concluded)










| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The 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 above. 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.                                                                                                                    
|
| |  | An impairment charge of $303 million (after-tax charge of
    $197 million), for the write-down of product specific
    assets.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | A favorable adjustment of approximately $300 million after
    tax 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 $300 million,
    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
    $500 million, including engineering, marketing and other
    cost reductions of $0.4 billion, and a $0.1 billion
    reduction to the product liability reserve, partially offset by
    higher freight costs of approximately $150 million. The
    contribution margins were lower in the second quarter and the
    first six months of 2006 primarily due to the previously
    mentioned freight costs and, to a much lesser extent, an
    increase in material costs and product mix considerations.







| |   |                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Increased production volumes primarily in the first quarter,
    which contributed approximately $470 million to GMNA
    results for the first half of 2006.
|
| |  | Favorable pricing, primarily in the first quarter, which
    contributed approximately $390 million to the first half of
    2006 results.                   
|
| |  | Estimated charges of $65 million after tax related to other
    separations of U.S. salaried employees.                                                      







GM
    Europe




|                                     |  |                       |       |    |                  |   |       |      |  |   |        |    |  |   |        |   
|------------------------------------ |  | --------------------- | ----- | -- | ---------------- | - | ----- | ---- |  | - | ------ | -- |  | - | ------ | --
|                                     |  | Three Months Ended    |       |    | Six Months Ended |  
|                                     |  | June 30,              |       |    | June 30,         |  
|                                     |  | 2006                  |       |    | 2005             |   |       | 2006 |  |   | 2005   |   
|                                     |  | (Dollars in millions) |      
|                                    
|Total net sales and revenues         |  | $                     | 8,743 |    |                  | $ | 8,590 |      |  | $ | 16,834 |    |  | $ | 16,698 |   
|GME net loss                         |  | $                     | (58   | )  |                  | $ | (96   | )    |  | $ | (10    | )  |  | $ | (610   | ) 
|GME net margin                       |  |                       | (0.7  | )% |                  |   | (1.1  | )%   |  |   | (0.1   | )% |  |   | (3.7   | )%
|                                     |  | (Volume in thousands)
|Production volume                    |  |                       | 502   |    |                  |   | 501   |      |  |   | 996    |    |  |   | 1,003  |   
|Vehicle unit sales Industry          |  |                       | 5,887 |    |                  |   | 5,755 |      |  |   | 11,450 |    |  |   | 11,041 |   
|GM as a percentage of industry       |  |                       | 9.3   | %  |                  |   | 9.6   | %    |  |   | 9.3    | %  |  |   | 9.7    | % 
|GM market share  Germany            |  |                       | 10.2  | %  |                  |   | 11.2  | %    |  |   | 10.2   | %  |  |   | 11.1   | % 
|GM market share  United
    Kingdom |  |                       | 15.1  | %  |                  |   | 15.6  | %    |  |   | 14.8   | %  |  |   | 15.2   | % 



I-38



---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GM
    Automotive Regional
    Results  (continued)
  GM
    Europe  (concluded)
         
    Restructuring charges for separation and contract cancellation
    charges totaling $88 million, after tax, were recognized.
    The charge in the second quarter of 2006 relates to the
    restructuring plan announced in the fourth quarter of 2004 as
    well as to the closure of GMs Portugal assembly plant and
    to the reduction of one shift at the Ellesmere Port plant in the
    U.K. These items are further discussed in Note 13,
    Impairments, Restructuring and Other Initiatives.
    Product-specific asset impairment charge of $37 million,
    after tax, was recorded in the second quarter of 2006.
    Asset impairment charge of $57 million, after tax, in
    connection with the announced closure of GMs Portugal
    assembly plant was recorded in the second quarter of 2006. The
    plant is scheduled to close in December 2006.
    Results for the second quarter of 2005 included an after-tax
    restructuring charge of $126 million related to separations
    and to costs incurred in dissolving GMs Powertrain and
    Fiat S.p.A (Fiat) joint ventures.
    Material cost reductions as well as favorable pricing of
    approximately $100 million improvement.    
    Total restructuring and impairment charges for the first six
    months of 2006 of $222 million, after tax. The second
    quarter charge of $182 million consists of the charges for
    separations, contract cancellations and asset impairments
    discussed above. The first quarter 2006 charge of
    $40 million, after tax, primarily relates to the
    restructuring plan announced in the fourth quarter of 2004,
    discussed further above. Total restructuring charges for the
    first half of 2005 were $548 million, after tax. These
    charges were related mainly to the restructuring plan announced
    in the fourth quarter of 2004 and covered about 6,250 people for
    the six-month period. The charge in the second quarter of 2005
    also included costs related to the dissolution of the Powertrain
    joint ventures with Fiat.
    For the first half of 2006 material cost reductions and
    favorable structural cost performance improved, contributing
    approximately $200 million compared to the first half of
    2005.   I-39




---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




GM
    Automotive Regional
    Results  (continued)






GM
    Latin America/Africa/Mid-East




|                               |  |                       |       |   |                  |   |       |      |  |   |       |   |  |   |       |  
|------------------------------ |  | --------------------- | ----- | - | ---------------- | - | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                               |  | Three Months Ended    |       |   | Six Months Ended |  
|                               |  | June 30,              |       |   | June 30,         |  
|                               |  | 2006                  |       |   | 2005             |   |       | 2006 |  |   | 2005  |  
|                               |  | (Dollars in millions) |      
|                              
|Total net sales and revenues   |  | $                     | 3,820 |   |                  | $ | 2,935 |      |  | $ | 6,960 |   |  | $ | 5,234 |  
|GMLAAM net income              |  | $                     | 140   |   |                  | $ | 25    |      |  | $ | 169   |   |  | $ | 56    |  
|GMLAAM net margin              |  |                       | 3.7   | % |                  |   | 0.9   | %    |  |   | 2.4   | % |  |   | 1.1   | %
|                               |  | (Volume in thousands)
|Production volume              |  |                       | 207   |   |                  |   | 195   |      |  |   | 401   |   |  |   | 380   |  
|Vehicle unit sales             |  |                       |       |   |                  |   |       |      |  |   |       |   |  |   |       |  
|Industry                       |  |                       | 1,401 |   |                  |   | 1,285 |      |  |   | 2,766 |   |  |   | 2,473 |  
|GM as a percentage of industry |  |                       | 17.5  | % |                  |   | 17.6  | %    |  |   | 17.2  | % |  |   | 16.5  | %
|GM market share  Brazil       |  |                       | 21.6  | % |                  |   | 21.9  | %    |  |   | 21.5  | % |  |   | 20.6  | %























I-40



---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GM
    Automotive Regional
    Results  (continued)
   GM
    Asia Pacific
  Three Months Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005(Dollars in millions)Total net sales and revenues

$
4,091


$
1,922


$
8,024


$
3,616GMAP net income

$
379


$
(605
)

$
832


$
(535
)GMAP net margin


9.3
%


(31.5
)%


10.4
%


(14.8
)%(Volume in thousands)Production volume


489



398



961



733Vehicle unit salesIndustry


4,693



4,526



9,840



9,180GM as a percentage of industry


6.7
%


6.2
%


6.5
%


5.6
%GM market share 
    Australia


14.7
%


17.9
%


15.6
%


18.2
%GM market share  China


12.0
%


11.3
%


12.5
%


10.8
%         
    An after-tax gain of $212 million, from the sale of
    approximately 90 million shares of Isuzu stock in the
    second quarter of 2006, as discussed above.
    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 (FHI).    
    An after-tax gain of $372 million from the sale of
    approximately 85% of GMs investment in Suzuki, discussed
    above.
    Improved results at GM Daewoo and GMs joint ventures in
    China, partially offset by unfavorable results at Holden and
    Thailand.   I-41




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Other
    Operations
  Three Months Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005(Dollars in millions)Other:Total net sales, revenues, and
    eliminations

$
(331
)

$
(267
)

$
(636
)

$
(292
)Net income (loss)

$
(108
)

$
18


$
(328
)

$
186       GMAC
    Financial Review
    Three Months Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005(Dollars in millions)Automotive financing operations

$
251


$
366


$
510


$
600ResCap


547



300



745



622Insurance operations


80



100



209



195Other / eliminations


20



50



71



127Net income

$
898


$
816


$
1,535


$
1,544   non-U.S. tax
   I-42




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GMAC
    Financial Review  (continued)
             GM
    North America Restructuring Plan 
    Update
    
    Product Excellence
    Revitalize Sales and Marketing Strategy
    Accelerate Cost Reductions and Quality Improvements
    Address Health Care Burden    Product
    Excellence
   I-43




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GM
    North America Restructuring Plan 
    Update  (continued)
    Revitalize
    Sales and Marketing Strategy
      Accelerate
    Cost Reductions and Quality Improvements
           I-44




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GM
    North America Restructuring Plan 
    Update  (concluded)
   Address
    Health-Care Burden
        out-of-pocket
  General
  Form 10-K Form 10-K.
  Delphi
    Bankruptcy
   I-45




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Delphi
    Bankruptcy  (continued)
                I-46




---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




Delphi
    Bankruptcy  (continued)
































and/or


I-47



---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




Delphi
    Bankruptcy  (continued)
















Form 10-K




Investigations






I-48



---



##### 



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


Financing and InsuranceSix Months Ended June 30,2006


2005


2006


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

$
5,468


$
(2,138
)

$
(7,457
)

$
357Cash flows from investing
    activitiesExpenditures for property


(3,139
)


(2,813
)


(135
)


(131
)Investments in marketable
    securities  acquisitions


(62
)


(271
)


(11,518
)


(10,559
)Investments in marketable
    securities  liquidations


1,663



3,137



10,246



7,132Net change in mortgage servicing
    rights










(55
)


(185
)Increase (decrease) in finance
    receivables










(169
)


(2,569
)Proceeds from sales of finance
    receivables










15,213



17,692Proceeds from the sale of business
    units/equity investments


1,968







8,550



Operating leases 
    acquisitions










(9,135
)


(8,378
)Operating leases 
    liquidations










3,411



3,258Net investing activity with
    Financing and Insurance Operations


1,411



1,000







Investments in companies, net of
    cash acquired


(21
)


1,355



(324
)


Other


(1,035
)


(591
)


(580
)


(1,550
)Net cash provided by (used in)
    investing activities


785



1,817



15,504



4,710  I-49




---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




Liquidity
    and Capital Resources  (concluded)




|                                                                   |  |                           |        |   |                         |   |        |      |  |   |         |   |  |   |         |  
|------------------------------------------------------------------ |  | ------------------------- | ------ | - | ----------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                   |  | Automotive and Other      |        |   | Financing and Insurance |  
|                                                                   |  | Six Months Ended June 30, |       
|                                                                   |  | 2006                      |        |   | 2005                    |   |        | 2006 |  |   | 2005    |  
|                                                                   |  | (Dollars in millions)     |       
|                                                                  
|Cash flows from financing
    activities                           |  |                           |        |   |                         |   |        |      |  |   |         |   |  |   |         |  
|Net increase (decrease) in loans
    payable                       |  |                           | (332   | ) |                         |   | 46     |      |  |   | (6,853  | ) |  |   | (8,457  | )
|Long-term debt 
    borrowings                                    |  |                           | 425    |   |                         |   | 25     |      |  |   | 42,226  |   |  |   | 30,415  |  
|Long-term debt 
    repayments                                    |  |                           | (379   | ) |                         |   | (20    | )    |  |   | (43,205 | ) |  |   | (32,124 | )
|Net financing activity with
    Automotive & Other                 |  |                           |       |   |                         |   |       |      |  |   | (1,411  | ) |  |   | (1,000  | )
|Cash dividends paid to stockholders                                |  |                           | (283   | ) |                         |   | (570   | )    |  |   |        |   |  |   |        |  
|Other                                                              |  |                           |       |   |                         |   |       |      |  |   | 1,918   |   |  |   | 3,619   |  
|                                                                   |  |                           |        |   |                         |   |        |      |  |   |         |   |  |   |         |  
|Net cash provided by (used in)
    financing activities            |  |                           | (569   | ) |                         |   | (519   | )    |  |   | (7,325  | ) |  |   | (7,547  | )
|Effect of exchange rate changes on
    cash and cash equivalents   |  |                           | 73     |   |                         |   | (283   | )    |  |   | 98      |   |  |   | (129    | )
|Net transactions with
    Automotive/Financing Operations          |  |                           | (947   | ) |                         |   | 420    |      |  |   | 947     |   |  |   | (420    | )
|                                                                   |  |                           |        |   |                         |   |        |      |  |   |         |   |  |   |         |  
|Net increase (decrease) in cash
    and cash equivalents           |  |                           | 4,810  |   |                         |   | (703   | )    |  |   | 1,767   |   |  |   | (3,029  | )
|Cash and cash equivalents
    reclassified to assets held for sale |  |                           |       |   |                         |   |       |      |  |   | (14,458 | ) |  |   |        |  
|Cash and cash equivalents at
    beginning of the period           |  |                           | 15,187 |   |                         |   | 13,148 |      |  |   | 15,539  |   |  |   | 22,845  |  
|                                                                   |  |                           |        |   |                         |   |        |      |  |   |         |   |  |   |         |  
|Cash and cash equivalents at
    end of the period                 |  | $                         | 19,997 |   |                         | $ | 12,445 |      |  | $ | 2,848   |   |  | $ | 19,816  |  
|                                                                   |  |                           |        |   |                         |   |        |      |  |   |         |   |  |   |         |  







Automotive
    and Other Operations






Available
    Liquidity








|                                            |  |                       |      |  |               |   |      |               |  |   |      | 
|------------------------------------------- |  | --------------------- | ---- |  | ------------- | - | ---- | ------------- |  | - | ---- | 
|                                            |  | June 30, 2006         |      |  | Dec. 31, 2005 |   |      | June 30, 2005 | 
|                                            |  | (Dollars in billions) |     
|                                           
|Cash and cash equivalents                   |  | $                     | 20.0 |  |               | $ | 15.2 |               |  | $ | 12.4 | 
|Other marketable securities                 |  |                       | 0.1  |  |               |   | 1.4  |               |  |   | 3.6  | 
|Readily-available assets of VEBA
    trusts |  |                       | 2.8  |  |               |   | 3.8  |               |  |   | 4.2  | 
|                                            |  |                       |      |  |               |   |      |               |  |   |      | 
|Available Liquidity                         |  | $                     | 22.9 |  |               | $ | 20.4 |               |  | $ | 20.2 | 







I-50



---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Automotive
    and Other Operations  (continued)
  Available
    Liquidity  (continued)
        Form 10-K Form 10-Q
   I-51




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Automotive
    and Other Operations  (concluded)
  Available
    Liquidity  (concluded)
   Cash
    Flow
          Debt
        Net
    Liquidity
   I-52




---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES






Financing
    and Insurance Operations
















Status of
    Debt Ratings








|              |  |                       |  |          |                  |        |  |  |           |  |           |  |         
|------------- |  | --------------------- |  | -------- | ---------------- | ------ |  |  | --------- |  | --------- |  | --------
|              |  | Senior Unsecured Debt |  |          | Commercial Paper
|Rating Agency |  | GM                    |  | GMAC     |                  | ResCap |  |  | GM        |  | GMAC      |  | ResCap  
|DBRS          |  | B                     |  | BBB(Low) |                  | BBB    |  |  | R-3(Low)  |  | R-2(Low)  |  | R-2(Mid)
|Fitch         |  | B                     |  | BB       |                  | BBB-   |  |  | Withdrawn |  | B         |  | F3      
|Moodys       |  | Caa1                  |  | Ba1      |                  | Baa3   |  |  | Not Prime |  | Not Prime |  | P3      
|S&P           |  | B-                    |  | BB       |                  | BBB-   |  |  | B-3       |  | B-1       |  | A-3     
|              |  |                       |  |          |                  |        |  |  |           |  |           |  |         





I-53



---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




Status of
    Debt Ratings  (continued)




|              |  |              |  |            |  |           
|------------- |  | ------------ |  | ---------- |  | ----------
|              |  | Outlook     
|Rating Agency |  | GM           |  | GMAC       |  | ResCap    
|             
|DBRS          |  | Negative     |  | Developing |  | Developing
|Fitch         |  | Rating Watch |  | Positive   |  | Positive  
|              |  | Negative     |  |            |  |           
|Moodys       |  | Negative     |  | Review for |  | Review for
|              |  |              |  | Possible   |  | Possible  
|              |  |              |  | Downgrade  |  | Downgrade 
|S&P           |  | Credit Watch |  | Developing |  | Developing
|              |  | Negative     |  |            |  |           
|              |  |              |  |            |  |           













P-3














I-54



---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




Status of
    Debt Ratings  (concluded)






and/or




Line of
    Credit Between GM and GMAC








Off-Balance
    Sheet Arrangements














I-55



---



##### 



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


Dec. 31,


June 30,2006


2005


2005Automotive and Other OperationsAssets leased under operating
    leases

$
2,298


$
2,430


$
2,455Trade receivables sold(1)


713



708



1,090Total

$
3,011


$
3,138


$
3,545Financing and Insurance OperationsReceivables sold or securitized: Mortgage loans

$
95,687


$
99,084


$
90,309 Retail finance
    receivables


7,151



6,014



7,675 Wholesale
    finance receivables


21,624



21,421



21,396Total

$
124,462


$
126,519


$
119,380     (1)
    
    In addition, trade receivables sold to GMAC were
    $590 million, $525 million and $590 million for
    the periods ended June 30, 2006, December 31, 2005,
    and June 30, 2005, respectively.  Book
    Value Per Share
  2 3
    Dividends
  and/or
   I-56




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Employment
    And Payrolls
  Worldwide employment for GM and its consolidated subsidiaries
    at June 30, (in thousands)

2006


2005GMNA


167



177GME(1)


63



58GMLAAM


32



32GMAP(2)


34



14GMAC


31



34Other


2



4Total employees


329



319   Three Months Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005Worldwide payrolls  (in
    billions)

$
5.4


$
5.2


$
10.7


$
10.5     (1)
    
    Approximately 7,000 employees were added in the fourth quarter
    of 2005 from a former powertrain joint venture with Fiat.(2)
    
    Approximately 13,000 employees were added as a result of the GM
    Daewoo consolidation in the third quarter of 2005.  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 I-57




---



##### 



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

    I-58




---



##### 



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

Effect onChange in Assumption

Pre-Tax OPEB Expense

APBO25 basis point decrease in
    discount rate

+$150 million

+$1.7 billion25 basis point increase in
    discount rate

-$140 million

-$1.6 billion       New
    Accounting Standards
  SFAS No. 123R-3,
    FIN 46R-6,
 I-59




---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




New
    Accounting Standards  (concluded)












No. 13-2




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;                                                                                                                                                                                                  

I-60



---



##### 





GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES




Forward-Looking
    Statements  (continued)






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Changes in the competitive environment and the effect of
    competition in our markets, including on 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 and liquidity;                                                                                                                                                                                                                                                                                                 
|
| |  | 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;                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | Additional credit rating downgrades and their effects;                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Costs and risks associated with litigation;                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | Changes in the existing, or the adoption of new, laws,
    regulations, policies or other activities of governments,
    agencies and similar organizations;                                                                                                                                                                                                                                                                                                                         
|
| |  | 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
    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.                                                                                                                                                               





I-61



---



##### 



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
  (A)
    A material weakness was identified related to our design and
    maintenance of adequate controls over the preparation, review,
    presentation and disclosure of amounts included in our
    previously-reported condensed consolidated statements of cash
    flows for certain prior periods, which resulted in misstatements
    therein and our previous restatements thereof. Cash outflows
    related to certain mortgage loan originations and purchases were
    not appropriately classified as either operating cash flows or
    investing cash flows consistent with our original description as
    loans held for sale or loans held for investment. In addition,
    proceeds from sales and repayments related to certain mortgage
    loans, which initially were classified as mortgage loans held
    for investment and subsequently transferred to mortgage loans
    held for sale, were reported as operating cash flows instead of
    investing cash flows in our condensed consolidated statements of
    cash flows, as required by Statement of Financial Accounting
    Standards No. 102 Statement of Cash Flows 
    Exemption of Certain Enterprises and Classification of Cash
    Flows from Certain Securities Acquired for Resale.
    Finally, certain non-cash proceeds and transfers were not
    appropriately presented in the condensed consolidated statements
    of cash flows.GM management is continuing in the process of remediating this
    material weakness through the design and implementation of
    enhanced controls to aid in the correct preparation, review,
    presentation and disclosures of our condensed consolidated
    statements of cash flows. Management will continue to monitor,
    evaluate and test the operating effectiveness of these controls.  (B)
    GM management also identified a significant deficiency in
    internal controls related to accounting for complex contracts.
    This deficiency was identified as a result of certain contracts
    being accounted for incorrectly and without appropriate
    consideration of the economic substance of the contracts. GM
    management is in the process of remediating this significant
    deficiency and has implemented a delegation of authority for
    approval of the accounting for complex contracts that requires
    formal review and approval by experienced accounting personnel.
    While procedures have been updated to prevent recurrence,
    management will continue to monitor the effectiveness of the
    remediation. I-62




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Controls
    and Procedures  (concluded)
        Limitations
    on the Effectiveness of Controls
    * * * * * * *
 I-63




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
 PART II Legal
    Proceedings  (continued)  Stockholder
    and Bondholder Class Actions
  In re General
    Motors ERISA Litigation
  In re Delphi
    Securities, Derivative, and ERISA Litigation
  Bouth v. Barnevik, et al. Salisbury v. Barnevik, et al. In re General Motors Securities
    Litigation.
  Zielezienski, et al. v. General Motors,
    et al. J&R Marketing et al. v. General Motors,
    et al Mager v. General Motors
    Corporation, et al. J&R Marketing
    et al. v. General Motors, et al.
  Canadian
    Export Antitrust Class Actions
  In re New
    Market Vehicle Canadian Export Antitrust Litigation Cases
  Health
    Care Litigation
  UAW,
    et al. v. General Motors Corporation
  Coolant
    System Product Litigation
  Kenneth Stewart v. General Motors of Canada Limited and
    General Motors Corporation
 II-1




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Legal
    Proceedings  (concluded)
    Gutzler v. General Motors
    Corporation
  Environmental
    Matters
    * * * * * * *
  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.
   II-2




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Risk
    Factors  (continued)
    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 effect on our
    business.
      Delphi
    may seek to reject or compromise its obligations to us through
    its Chapter 11 bankruptcy proceedings.
     II-3




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Risk
    Factors  (continued)
    Continued
    failure to achieve profitability may cause some or all of our
    deferred tax assets to expire.
    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; II-4




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Risk
    Factors  (concluded)
   
    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.    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.
        Exploratory
    discussions with Nissan and Renault regarding a possible
    alliance are preliminary and may not result in a
    transaction
   II-5




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   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 recently 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.
    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.
    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. II-6




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   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.
    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
   II-7




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Item 4.
    Submission
    of Matters to a Vote of Security Holders    Final Voting ResultsVotes

PercentItem No. 1Nomination and election of
    directorsThe following nominees for
    directors received the number of votes set opposite their
    respective names and were elected to serve on the Board of
    Directors:Percy N. Barnevik

For


456,857,908



96.9Withheld


14,592,254



3.1Erskine B. Bowles

For


456,918,449



96.9Withheld


14,531,713



3.1John H. Bryan

For


456,599,774



96.9Withheld


14,850,388



3.1Armando M. Codina

For


456,934,490



96.9Withheld


14,515,672



3.1George M.C. Fisher

For


456,914,451



96.9Withheld


14,535,711



3.1Karen Katen

For


457,079,357



97.0Withheld


14,370,805



3.0Kent Kresa

For


455,078,065



96.5Withheld


16,372,097



3.5Ellen J. Kullman

For


457,357,397



97.0Withheld


14,092,765



3.0Philip A. Laskawy

For


455,326,418



96.6Withheld


16,123,744



3.4Eckhard Pfeiffer

For


455,230,673



96.6Withheld


16,219,489



3.4G. Richard Wagoner, Jr.

For


456,642,694



96.9Withheld


14,807,468



3.1Jerome B. York

For


456,800,093



96.9Withheld


14,650,069



3.1In addition, 2,221 votes were cast
    for each of the following: James Dollinger, John Lauve, and Lucy
    Kessler; and 2,021 votes were cast for each of the following:
    John Chevedden, Dean Fitzpatrick, Louis Lauve III, Steve
    Mahac, Erik Nielsen, Larry Parks, Danny Taylor, William Walde,
    and William Woodward, M.D.






0.0Item No. 2Ratification of the selection of

For


456,464,395



96.8Deloitte & Touche LLP as
    independent

Not in favorpublic accountants for the year
    2006

Against


6,707,225



1.4Abstain


8,278,542



1.8Total


14,985,767



3.2Broker Non-Vote






   II-8




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Submission
    of Matters to a Vote of Security
    Holders  (concluded)
  Final Voting ResultsVotes

PercentItem No. 3Stockholder proposal regarding

For


23,749,450



6.3prohibition on awarding,
    repricing, or

Not in favorrenewing stock options

Against


344,238,781



91.2Abstain


9,490,427



2.5Total


353,729,208



93.7Broker Non-Vote


93,971,504



Item No. 4Stockholder proposal regarding

For


10,632,805



2.8publication of a report on global

Not in favorwarming/cooling

Against


352,097,988



93.3Abstain


14,747,865



3.9Total


366,845,853



97.2Broker Non-Vote


93,971,504



Item No. 5Stockholder proposal regarding

For


67,948,685



18.0separation of roles of Chairman

Not in favorand Chief Executive Officer

Against


299,778,495



79.4Abstain


9,751,478



2.6Total


309,529,973



82.0Broker Non-Vote


93,971,504



Item No. 6Stockholder proposal regarding

For


158,230,828



41.9recouping unearned incentive

Not in favorbonuses

Against


209,854,694



55.6Abstain


9,393,136



2.5Total


219,247,830



58.1Broker Non-Vote


93,971,504



Item No. 7Stockholder proposal regarding

For


203,042,562



53.8cumulative voting

Not in favorAgainst


163,193,010



43.2Abstain


11,243,086



3.0Total


174,436,096



46.2Broker Non-Vote


93,971,504



Item No. 8Stockholder proposal regarding

For


221,981,430



58.8majority voting for election of

Not in favordirectors

Against


144,786,499



38.4Abstain


10,710,729



2.8Total


155,497,228



41.2Broker Non-Vote


93,971,504



    II-9




---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Item 6.
    Exhibits  ExhibitNumber

Exhibit Name4


Amended and Restated Credit
    Agreement, dated July 20, 2006, among General Motors
    Corporation, General Motors Canada Limited, Saturn Corporation,
    and a syndicate of lenders.13


General Motors Acceptance
    Corporation Quarterly Report on
    Form 10-Q,
    File
    No. 000-03754,
    for the quarterly period ended June 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     II-10




---



##### 



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


II-11



---



##### 



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   EXHIBIT
    INDEX
  ExhibitNumber

Exhibit Name4


Amended and Restated Credit
    Agreement, dated July 20, 2006, among General Motors
    Corporation, General Motors Canada Limited, Saturn Corporation,
    and a syndicate of lenders.13


General Motors Acceptance
    Corporation Quarterly Report on
    Form 10-Q,
    File No. 000-03754, for the quarterly period ended
    June 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  II-12