##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC
    20549-1004
   Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 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(State or other jurisdiction
    of
    Incorporation or Organization)

38-0572515(I.R.S. Employer
    Identification No.)300 Renaissance Center, Detroit, Michigan(Address of Principal
    Executive Offices)

48265-3000(Zip
    Code)   (313) 556-5000
 Registrants telephone number, including area code
  NA
 (former name, former address and former fiscal year, if
    changed since last report)
  þ o
  Rule 12b-2
  Large accelerated
    filer  þ

Accelerated
    filer  o

Non-accelerated
    filer  o
    Do not check if smaller reporting company

Smaller reporting
    company  o   Rule 12b-2 o þ
    Website
    Access to Companys Reports
  Form 10-K, Form 10-Q, Form 8-K,




---



##### 





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

Condensed Consolidated Financial Statements
    (Unaudited)


1Condensed Consolidated Statements of Operations
    for the Three Months Ended March 31, 2008 and 2007


1Condensed Consolidated Balance Sheets as of
    March 31, 2008, December 31, 2007 and March 31,
    2007


2Condensed Consolidated Statement of
    Stockholders Deficit for the Three Months Ended
    March 31, 2008 and 2007


3Condensed Consolidated Statements of Cash Flows
    for the Three Months Ended March 31, 2008 and 2007


4Notes to Condensed Consolidated Financial
    Statements


5Item 2.

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


36Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


75Item 4.

Controls and Procedures


75Part II  Other InformationItem 1.

Legal Proceedings


76Item 1A.

Risk Factors


78Item 2(C).

Purchases of Equity Securities


83Item 6.

Exhibits


84Signature


85Form of Restricted Stock Unit GrantForm of Performance Contingent Stock Option 2008 AwardConsent of Hamilton, Rabinovitz and AssociatesSection 302 Certification of Chief Executive OfficerSection 302 Certification of Chief Financial OfficerSection 906 Certification of Chief Executive OfficerSection 906 Certification of Chief Financial Officer




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##### Table of Contents



PART I  Item 1.
    Condensed
    Consolidated Financial Statements  GENERAL
    MOTORS CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF
    OPERATIONS
    (Dollars in millions, except per share amounts)
    (Unaudited)
  Three Months EndedMarch 31,2008


2007Net sales and revenueAutomotive sales

$
42,125


$
42,451Financial services and insurance revenue


545



936Total net sales and revenue


42,670



43,387Costs and expensesAutomotive cost of sales


38,333



38,889Selling, general and administrative expense


3,699



3,311Financial services and insurance expense


496



883Other expenses


731



Total costs and expenses


43,259



43,083Operating income (loss)


(589
)


304Equity in loss of GMAC LLC (Note 5)


(1,612
)


(183
)Automotive and other interest expense


(774
)


(799
)Automotive interest income and other non-operating income, net


318



521Loss from continuing operations before income taxes, equity
    income and minority interests


(2,657
)


(157
)Income tax expense (benefit)


653



(61
)Equity income, net of tax


132



156Minority interests, net of tax


(73
)


(102
)Loss from continuing operations


(3,251
)


(42
)Income from discontinued operations, net of tax (Note 3)






104Net income (loss)

$
(3,251
)

$
62Earnings (loss) per share, basic and diluted:Continuing operations

$
(5.74
)

$
(0.07
)Discontinued operations






0.18Total

$
(5.74
)

$
0.11Weighted average common shares outstanding, basic and diluted
    (millions)


566



566Cash dividends per share

$
0.25


$
0.25    1




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS
    (Dollars in millions)
    (Unaudited)
  March 31,


December 31,


March 31,2008


2007


2007ASSETSCurrent AssetsCash and cash equivalents

$
21,362


$
24,549


$
20,923Marketable securities


1,831



2,139



159Total cash and marketable securities


23,193



26,688



21,082Accounts and notes receivable, net


10,071



9,659



9,697Inventories


16,915



14,939



15,431Equipment on operating leases, net


4,826



5,283



5,650Other current assets and deferred income taxes


4,112



3,566



13,101Total current assets


59,117



60,135



64,961Financing and Insurance Operations AssetsCash and cash equivalents


239



268



301Investments in securities


212



215



187Equipment on operating leases, net


5,304



6,712



10,457Equity in net assets of GMAC LLC


5,391



7,079



7,355Other assets


2,864



2,715



3,684Total Financing and Insurance Operations assets


14,010



16,989



21,984Non-Current AssetsEquity in net assets of nonconsolidated affiliates


1,931



1,919



2,001Property, net


43,282



43,017



41,612Goodwill and intangible assets, net


1,093



1,066



1,058Deferred income taxes


1,671



2,116



32,588Prepaid pension


20,593



20,175



17,639Other assets


4,044



3,466



3,467Total non-current assets


72,614



71,759



98,365Total Assets

$
145,741


$
148,883


$
185,310LIABILITIES AND STOCKHOLDERS DEFICITCurrent LiabilitiesAccounts payable (principally trade)

$
29,793


$
29,439


$
30,065Short-term borrowings and current portion of long-term debt


5,968



6,047



4,834Accrued expenses


34,736



34,822



33,517Total current liabilities


70,497



70,308



68,416Financing and Insurance Operations LiabilitiesDebt


3,879



4,908



8,297Other liabilities and deferred income taxes


928



905



1,705Total Financing and Insurance Operations liabilities


4,807



5,813



10,002Non-Current LiabilitiesLong-term debt


34,168



33,384



33,120Postretirement benefits other than pensions


46,994



47,375



49,321Pensions


11,624



11,381



11,293Other liabilities and deferred income taxes


17,325



16,102



16,571Total non-current liabilities


110,111



108,242



110,305Total liabilities


185,415



184,363



188,723Commitments and contingencies (Note 9)Minority interests


1,369



1,614



1,145Stockholders DeficitPreferred stock, no par value, 6,000,000 shares authorized,
    no shares issued and outstanding










Common stock,
    $12/3
    par value (2,000,000,000 shares authorized, 756,637,541 and
    566,100,839 shares issued and outstanding as of
    March 31, 2008, respectively, 756,637,541 and
    566,059,249 shares issued and outstanding as of
    December 31, 2007, respectively, and 756,637,541 and
    565,738,371 shares issued and outstanding as of
    March 31, 2007, respectively)


944



943



943Capital surplus (principally additional paid-in capital)


15,327



15,319



15,346Accumulated deficit


(42,847
)


(39,392
)


(172
)Accumulated other comprehensive loss


(14,467
)


(13,964
)


(20,675
)Total stockholders deficit


(41,043
)


(37,094
)


(4,558
)Total Liabilities, Minority Interests and Stockholders
    Deficit

$
145,741


$
148,883


$
185,310    2




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENT OF
    STOCKHOLDERS DEFICIT
    (Dollars and shares in millions)
    (Unaudited)
  AccumulatedRetained


OtherShares of








Comprehensive


Earnings


Comprehensive


TotalCommon


Common


Capital


Income


(Accumulated


Income


StockholdersStock


Stock


Surplus


(Loss)


Deficit)


(Loss)


DeficitBalance December 31, 2006


566


$
943


$
15,336






$
195


$
(22,126
)

$
(5,652
)Net income













$
62



62







62Other comprehensive income (loss):Foreign currency translation adjustments














200











Unrealized loss on derivatives














(59
)










Unrealized loss on securities














(39
)










Defined benefit plans:Net prior service costs














(213
)










Net actuarial gain














1











Net transition asset / obligation














408











Other comprehensive income














298







298



298Comprehensive income













$
360Effects of accounting change regarding pension plan and OPEB
    measurement-dates pursuant to SFAS No. 158, net of tax


















(425
)


1,153



728Cumulative effect of a change in accounting
    principle  adoption of FIN No. 48


















137







137Stock options










10















10Cash dividends paid


















(141
)






(141
)Balance March 31, 2007, as restated


566


$
943


$
15,346






$
(172
)

$
(20,675
)

$
(4,558
)Balance December 31, 2007


566


$
943


$
15,319






$
(39,392
)

$
(13,964
)

$
(37,094
)Net loss













$
(3,251
)


(3,251
)






(3,251
)Other comprehensive income (loss):Foreign currency translation adjustments














(511
)










Unrealized loss on derivatives














(99
)










Unrealized loss on securities














(117
)










Defined benefit plans:Net prior service costs














(218
)










Net actuarial gain














441











Net transition asset / obligation














1











Other comprehensive loss














(503
)






(503
)


(503
)Comprehensive loss













$
(3,754
)Effects of GMAC LLC adoption of SFAS No. 157 and
    No. 159 (Note 5)


















(62
)






(62
)Stock options






1



8















9Cash dividends paid


















(142
)






(142
)Balance March 31, 2008


566


$
944


$
15,327






$
(42,847
)

$
(14,467
)

$
(41,043
)    3




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH
    FLOWS
    (Dollars in millions)
    (Unaudited)
  Three Months EndedMarch 31,2008


2007Net cash provided by (used in) continuing operating
    activities

$
(1,590
)

$
1,353Cash provided by discontinued operating activities






115Net cash provided by (used in) operating activities


(1,590
)


1,468Cash flows from investing activitiesExpenditures for property


(1,945
)


(1,181
)Investments in marketable securities, acquisitions


(1,135
)


(80
)Investments in marketable securities, liquidations


1,430



60Capital contribution to GMAC LLC






(1,022
)Operating leases, liquidations


840



789Other


(202
)


(582
)Net cash used in continuing investing activities


(1,012
)


(2,016
)Cash used in discontinued investing activities






(4
)Net cash used in investing activities


(1,012
)


(2,020
)Cash flows from financing activitiesNet decrease in short-term borrowings


(1,078
)


(2,210
)Borrowings of long-term debt


492



18Payments made on long-term debt


(15
)


(35
)Cash dividends paid to stockholders


(142
)


(141
)Net cash used in continuing financing activities


(743
)


(2,368
)Cash used in discontinued financing activities






(2
)Net cash used in financing activities


(743
)


(2,370
)Effect of exchange rate changes on cash and cash equivalents


129



23Net decrease in cash and cash equivalents


(3,216
)


(2,899
)Cash and cash equivalents at beginning of the period


24,817



24,123Cash and cash equivalents at end of the period

$
21,601


$
21,224    4




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Note 1. Nature
    of Operations
    Note 2. Basis
    of Presentation
  Form 10-K 10-K)
    Change
    in Presentation of Financial Statements    Change in
    Accounting Principles
  Fair
    Value Measurements  No. 157-2, No. 157-2),
 5




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  No. 157-2
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  including an Amendment of
    SFAS No. 115  instrument-by-instrument available-for-sale held-to-maturity
  Accounting
    for Uncertainty in Income Taxes    Accounting
    for Nonrefundable Payments for Goods or Services to Be Used in
    Future Research and Development Activities  No. 07-3, No. 07-3), No. 07-3
 6




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Accounting
    for Income Tax Benefits of Dividends on Share-Based Payment
    Awards  No. 06-11, No. 06-11), No. 06-11
  Accounting
    Standards Not Yet Adopted
  Business
    Combinations    Noncontrolling
    Interests in Consolidated Financial Statements   7




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Disclosures
    about Derivative Instruments and Hedging Activities 
    an Amendment of FASB Statement No. 133    Accounting
    for Collaborative Arrangements  No. 07-1, No. 07-1), No. 99-19, No. 99-19) No. 07-1 No. 07-1
  Note 3. Divestures
    of Businesses
  Sale
    of Allison Transmission Business      Three Months EndedMarch 31, 2007Net sales

$
543Operating income from discontinued operations

$
165Income tax provision

$
61Income from discontinued operations, net of tax

$
104    8




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Note 4. Inventories
    March 31,


December 31,


March 31,2008


2007


2007(Dollars in millions)Productive material, work in process, and supplies

$
7,071


$
6,267


$
5,982Finished product, including service parts, etc.


11,304



10,095



10,957Total inventories at FIFO


18,375



16,362



16,939Less LIFO allowance


(1,460
)


(1,423
)


(1,508
)Total automotive inventories


16,915



14,939



15,431FIO off-lease vehicles, included in FIO Other assets


406



254



223Total inventories

$
17,321


$
15,193


$
15,654   Note 5. Investment
    in Nonconsolidated Affiliates
    Three Months EndedMarch 31,2008


2007(Dollars in millions)GMAC

$
(1,612
)

$
(183
)Shanghai General Motors Co., Ltd and SAIC-GM-Wuling Automobile
    Co., Ltd.


116



117Others


16



39Total

$
(1,480
)

$
(27
)     Three Months EndedMarch 31,2008


2007(Dollars in millions)Condensed Consolidated Statements of Operations:Total financing revenue

$
4,932


$
5,298Depreciation expense on operating lease assets

$
1,397


$
1,081Interest expense

$
3,179


$
3,673Loss before income tax expense

$
(571
)

$
(155
)Income tax expense

$
18


$
150Net loss

$
(589
)

$
(305
)Net loss available to members

$
(615
)

$
(357
)   9




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  March 31,


December 31,


March 31,2008


2007


2007(Dollars in millions)Condensed Consolidated Balance Sheets:Loans held for sale

$
21,446


$
20,559


$
22,086Finance receivables and loans, net

$
119,433


$
124,759


$
165,017Investment in operating leases, net

$
33,122


$
32,348


$
25,881Other assets

$
31,446


$
28,255


$
25,520Total assets

$
243,354


$
248,939


$
275,132Total debt

$
185,294


$
193,148


$
223,727Accrued expenses, deposit and other liabilities

$
32,039


$
28,713


$
23,083Total liabilities

$
228,590


$
233,374


$
257,840Redeemable preferred membership interests

$



$



$
2,226Preferred interests

$
1,052


$
1,052


$
Total equity

$
14,764


$
15,565


$
15,066          10




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Note 6. Property,
    Net
    March 31,


December 31,


March 31,2008


2007


2007(Dollars in millions)AutomotiveReal estate, plants, and equipment

$
77,735


$
76,475


$
74,426Less accumulated depreciation


(45,552
)


(44,474
)


(43,999
)Real estate, plants, and equipment, net


32,183



32,001



30,427Special tools, net


11,099



11,016



11,185Total automotive property, net

$
43,282


$
43,017


$
41,612     Three Months EndedMarch 31,2008


2007(Dollars in millions)AutomotiveDepreciation and impairment

$
1,226


$
1,245Amortization and impairment of special tools


772



720Amortization of intangible assets


20



17Total


2,018



1,982Financing and Insurance OperationsDepreciation and amortization of intangible assets


211



379Total consolidated depreciation and amortization

$
2,229


$
2,361     Note 7. Product
    Warranty Liability
    Three Months


Year


Three MonthsEnded


Ended


EndedMarch 31,


December 31,


March 31,2008


2007


2007(Dollars in millions)Beginning balance

$
9,615


$
9,064


$
9,064Increase in liability (warranties issued during period)


1,020



5,135



1,222Payments


(1,180
)


(4,539
)


(1,151
)Adjustments to liability (pre-existing warranties)


4



(165
)


(11
)Effect of foreign currency translation


58



223



29Liabilities transferred in the sale of Allison (Note 3)






(103
)


Ending balance

$
9,517


$
9,615


$
9,153  11




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Note 8. Pensions
    and Other Postretirement Benefits
  Adoption
    of SFAS No. 158      U.S. Plans


Non-U.S. Plans


U.S. Other


Non-U.S.Pension Benefits


Pension Benefits


Benefits(a)


Other Benefits(a)Three Months Ended


Three Months Ended


Three Months Ended


Three Months EndedMarch 31,


March 31,


March 31,


March 31,2008


2007


2008


2007


2008


2007


2008


2007(Dollars in millions)Components of (income) expenseService cost

$
150


$
160


$
105


$
118


$
75


$
93


$
10


$
10Interest cost


1,292



1,216



320



255



913



901



60



46Expected return on plan assets


(2,060
)


(1,986
)


(252
)


(218
)


(344
)


(350
)






Amortization of prior service cost (credit)


210



130



9



5



(465
)


(461
)


(25
)


(20
)Amortization of transition obligation










2



2















Recognized net actuarial loss


66



211



69



82



187



339



27



28Curtailments, settlements and other


217



2



5



23



4











Divestiture of Allison






(5
)














(2
)






Net (income) expense

$
(125
)

$
(272
)

$
258


$
267


$
370


$
520


$
72


$
64   (a)
    
    Table does not include extended disability plans with total net
    expense of $6 million and $13 million in the three
    months ended March 31, 2008 and 2007, respectively,
    (excluding curtailments), as these amounts are not material.   12




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Settlement
    Agreement    10-K;
         13




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
      25-year
    2008
    Special Attrition Programs    Legal
    Services Plans and Restatement of Financial
    Information   14




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  10-K.
  Note 9. Commitments
    and Contingencies
  Commitments               15




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Environmental          Asbestos
    Claims    
    A majority of these claims seek damages for illnesses alleged to
    have resulted from asbestos used in brake components;
    Limited numbers of claims have arisen from asbestos contained in
    the insulation and brakes used in the manufacturing of
    locomotives; and
    Claims brought by contractors who allege exposure to
    asbestos-containing products while working on premises we owned.     16




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    
    A third-party forecast of the projected incidence of malignant
    asbestos related disease likely to occur in the general
    population of individuals occupationally exposed to asbestos;
    Data concerning claims filed against us and resolved, amounts
    paid, and the nature of the asbestos related disease or
    condition asserted during approximately the last four years
    (Asbestos Claims Experience);
    The estimated rate of asbestos related claims likely to be
    asserted against us in the future based on our Asbestos Claims
    Experience and the projected incidence of asbestos related
    disease in the general population of individuals occupationally
    exposed to asbestos;
    The estimated rate of dismissal of claims by disease type based
    on our Asbestos Claims Experience; and
    The estimated indemnity value of the projected claims based on
    our Asbestos Claims Experience, adjusted for inflation.        Contingent
    Matters-Litigation     17




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Delphi
    Corporation  Benefit
    Guarantee    10-K.
 18




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Delphi-GM
    Settlement Agreements    
    Reimburse Delphi for its costs to provide OPEB to certain of
    Delphis hourly retirees from and after January 1,
    2007 through the date that Delphi ceases to provide such
    benefits;
    Reimburse Delphi for the normal cost of credited
    service in Delphis pension plan between January 1,
    2007 and the date its pension plans are frozen;
    Assume $1.5 billion of net pension obligations of Delphi
    and Delphi providing us a $1.5 billion note receivable;
    Reimburse Delphi for all retirement incentives and half of the
    buy-out payments made pursuant to the various attrition program
    provisions and to reimburse certain U.S. hourly buydown payments
    made to hourly employees of Delphi;
    Award future product programs to Delphi and provide Delphi with
    ongoing preferential sourcing for other product programs, with
    Delphi re-pricing existing and awarded business;
    Reimburse certain U.S. hourly labor costs incurred to produce
    systems, components and parts for us from October 1, 2006
    through September 14, 2015 at certain U.S. facilities owned
    or to be divested by Delphi (Labor Cost Subsidy);
    Reimburse Delphis cash flow deficiency attributable to
    production at certain U.S. facilities that continue to produce
    systems, components and parts for us until the facilities are
    either closed or sold by Delphi (Production Cash Burn Support);
    and
    Guarantee a minimum recovery of the net working capital that
    Delphi has invested in certain businesses held for sale.     19




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
          Benefit
    Guarantees Related to Divested Plants      Note 10. Income
    Taxes
   20




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  year-to-date
    
    Future reversals of existing taxable temporary differences;
    Future taxable income exclusive of reversing temporary
    differences and carryforwards;
    Taxable income in prior carryback years; and
    Tax-planning strategies.    
    The possibility for continued or increasing price competition in
    the highly competitive U.S. market;
    Continued high fuel prices and the possible effect that may have
    on consumer preferences related to our most profitable products,
    fullsize trucks and utility vehicles;
    Uncertainty over the effect on our cost structure from more
    stringent U.S. fuel economy and global emissions standards which
    may require us to sell higher volumes of alternative fuel
    vehicles across our portfolio;
    Uncertainty as to the future operating results of GMACs
    ResCap mortgage business; and
    Acceleration of tax deductions for OPEB liabilities as compared
    to prior expectations due to changes associated with the
    Settlement Agreement.     21




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    10-K.
    2
  2
    FIN No. 48-1, (FIN No. 48-1).
   22




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
      Note 11. Fair
    Value Measurements
  No. 157-2,
    
    Defines fair value as the price that would be received to sell
    an asset or paid to transfer a liability in an orderly
    transaction between market participants at the measurement date,
    and establishes a framework for measuring fair value;
    Establishes a three-level hierarchy for fair value measurements
    based upon the observability of inputs to the valuation of an
    asset or liability as of the measurement date;
    Requires consideration of our nonperformance risk when valuing
    liabilities; and
    Expands disclosures about instruments measured at fair value.    
    Level 1  Quoted prices for identical
    instruments in active markets;
    Level 2  Quoted prices for similar
    instruments in active markets; quoted prices for identical or
    similar instruments in markets that are not active; and
    model-derived valuations whose significant inputs are
    observable: and
    Level 3  Instruments whose significant inputs
    are unobservable.    Securities   23




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Derivatives     24




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Fair Value Measurements on a Recurring Basis as of March 31,
    2008Level 1


Level 2


Level 3


Total(Dollars in millions)AssetsSecuritiesEquity

$
430


$
23


$



$
453United States government and agency






1,287







1,287Mortgage-backed










283



283Certificates of deposit






5,268







5,268Commercial paper






4,410







4,410Corporate debt






602



51



653Other






29



221



250DerivativesCross currency swaps






199







199Interest rate swaps






219



11



230Foreign currency derivatives






968







968Commodity derivatives






1,035



354



1,389Total Assets

$
430


$
14,040


$
920


$
15,390LiabilitiesDerivativesCross currency swaps

$



$
55


$



$
55Interest rate swaps










11



11Foreign currency derivatives






1,528







1,528Commodity derivatives






216







216Total Liabilities

$



$
1,799


$
11


$
1,810     Level 3 Financial Assets and LiabilitiesThree Months Ended March 31, 2008Purchases,


Transfer inJanuary 1,


Gains/(Losses)


Issuances and


and/or
    out of


March 31,2008


Realized


Unrealized


Settlements


Level 3


2008(Dollars in millions)Net AssetsMortgage-backed securities

$
283


$



$
(4
)

$
4


$



$
283Interest rate swaps  net


2











(2
)






Commodity derivatives


257







119



(22
)






354Corporate debt securities


28







23











51Other securities


258



(3
)


(20
)


(14
)






221Total Net Assets

$
828


$
(3
)

$
118


$
(34
)

$



$
909    25




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  other-than-temporary
    Fair Value Measurements UsingQuoted Prices inActive Markets for


Significant Other


SignificantMarch 31,


Identical Assets


Observable Inputs


Unobservable Inputs2008


(Level 1)


(Level 2)


(Level 3)


Total Losses(Dollars in millions)AssetsInvestment in GMAC Common Membership Interests

$
5,391


$



$



$
5,391


$
(1,310
)Investment in GMAC Preferred Membership Interests


902











902



(142
)Total

$
6,293


$



$



$
6,293


$
(1,452
)       
    Auto Finance  We obtained industry data, such as
    equity and earnings ratios for other industry participants, and
    developed average multiples for these companies based upon a
    comparison of their businesses to Auto Finance.
    Insurance  We developed a peer group, based upon such
    factors as equity and earnings ratios and developed average
    multiples for these companies.
    Residential Capital, LLC  We obtained industry data
    for an industry participant who we believe to be comparable, and
    also utilized the publicly announced acquisition price of an
    industry participant who we believe to be comparable. 26




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  
    Commercial Finance Group  We obtained industry data,
    such as price and earnings ratios, for other industry
    participants, and developed average multiples for these
    companies based upon a comparison of their businesses to the
    Commercial Finance Group.    
    Utilizing information as to the pricing on similar investments
    and changes in yields of other GMAC securities in the three
    months ended March 31, 2008, we developed a discount rate
    for the valuation.
    Utilizing assumptions as to the receipt of dividends on the GMAC
    Preferred Membership Interests, the expected call date and a
    discounted cash flow model, we developed a present value of the
    related cash flows.  Note 12. GMNA
    Postemployment Benefit Costs
  10-K,
      Three Months


Year


Three MonthsEnded


Ended


EndedMarch 31,


December 31,


March 31,2008


2007


2007(Dollars in millions)Beginning balance

$
858


$
1,269


$
1,269Additions


48



364



Interest accretion


7



21



4Payments


(152
)


(792
)


(376
)Adjustments


(31
)


(4
)


(4
)Ending balance

$
730


$
858


$
893   Note 13. Restructuring
    and Other Initiatives
   27




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
      Three Months EndedMarch 31,2008


2007(Dollars in millions)Automotive Operations:GMNA

$
1


$
2GME


123



57GMLAAM


3



GMAP






40Total Automotive Operations

$
127


$
99     2008
    Activities    GMNA


GME


GMLAAM


GMAP


Corporate and Other


Total(Dollars in millions)Separation costs

$
1


$
123


$
3


$



$



$
127Contract termination costs






















Other






















Total restructuring charges

$
1


$
123


$
3


$



$



$
127       
    Charges of $73 million, primarily related to early
    retirement programs, along with additional minor separations
    under other current programs in Germany. Approximately 4,600
    employees will leave under early retirement programs in Germany
    through 2013. The total remaining cost for the early retirements
    will be recognized over the remaining required service period of
    the employees.
    In the three months ended June 30, 2007, we announced
    additional separation programs at the Antwerp, Belgium facility.
    These programs impact 1,900 employees, who will leave through
    July 2008, and have total estimated costs of $440 million.
    Of this amount, we recorded $45 million in the three months
    ended March 31, 2008 and $353 million in 2007 in
    connection with these separation programs. The remaining cost of
    the Antwerp, Belgium program will be recognized over the
    remaining required service period of the employees through July
    2008. 28




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  
    The remaining $5 million in separation charges relates to
    initiatives announced in 2006. These include separations in
    Sweden and the United Kingdom.    2007
    Activities    GMNA


GME


GMLAAM


GMAP


Corporate and Other


Total(Dollars in millions)Separation costs

$
2


$
57


$



$
40


$



$
99Contract termination costs






















Other






















Total restructuring charges

$
2


$
57


$



$
40


$



$
99       
    Charges of $43 million, primarily related to early
    retirement programs, along with additional minor separations
    under other current programs in Germany as described in more
    detail above.
    The remaining $14 million in separation charges relates to
    initiatives announced in 2006 as described above.    Note 14. Loss
    Per Share
      Three Months Ended March 31,2008


2007(In millions, except per share amounts)Loss from continuing operations

$
(3,251
)

$
(42
)Weighted average number of shares outstanding


566



566Basic and diluted loss per share from continuing operations

$
(5.74
)

$
(0.07
)    29




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    in-the-money not-in-the-money.
    Note 15. Transactions
    with GMAC
  10-K.
  Marketing
    Incentives and Operating Lease Residuals        Equipment
    on Operating Leases Transferred to Us by GMAC    Exclusivity
    Arrangement    Royalty
    Arrangement   30




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Balance
    Sheet
    March 31,


December 31,


March 31,2008


2007


2007(Dollars in millions)Assets:Accounts and notes receivable (a)

$
1,726


$
1,285


$
1,337Other assets (b)

$
26


$
30


$
39Liabilities:Accounts payable (c)

$
666


$
548


$
679Short-term borrowings and current portion of long-term
    debt (d)

$
2,823


$
2,802


$
3,338Accrued expenses (e)

$
15


$
50


$
63Long-term debt (f)

$
116


$
119


$
411   (a)
    
    Represents wholesale settlements due from GMAC, as well as
    amounts owed by GMAC with respect to the Equipment on operating
    leases, net transferred to us, and the exclusivity fee and
    royalty arrangement.(b)
    
    Primarily represents distributions due from GMAC on our
    Preferred Membership Interests.(c)
    
    Primarily represents amounts accrued for interest rate support,
    capitalized cost reduction, residual support and lease
    pull-ahead programs and the risk sharing arrangement.(d)
    
    Represents wholesale financing, sales of receivable transactions
    and the short-term portion of term loans provided to certain
    dealerships wholly-owned by us or in which we have an equity
    interest. In addition, it includes borrowing arrangements with
    Adam Opel AG and arrangements related to GMACs funding of
    our company-owned vehicles, rental car vehicles awaiting sale at
    auction and funding of the sale of our vehicles in which we
    retain title while the vehicles are consigned to GMAC or
    dealers, primarily in the United Kingdom. Our financing remains
    outstanding until the title is transferred to the dealers. This
    amount also includes the short-term portion of a note provided
    to our wholly-owned subsidiary holding debt related to the
    Equipment on operating leases, net transferred to us from GMAC.(e)
    
    Primarily represents interest accrued on the transactions in
    (d) above.(f)
    
    Primarily represents the long-term portion of term loans and a
    note payable with respect to the Equipment on operating leases,
    net transferred to us mentioned in (d) above.  Statement
    of Operations
    Three Months Ended March 31,2008


2007(Dollars in millions)Net sales and revenues (a)

$
(703
)

$
(870
)Cost of sales and other expenses (b)

$
218


$
125Automotive interest income and other non-operating income,
    net (c)

$
102


$
108Interest expense (d)

$
56


$
80Servicing expense (e)

$
28


$
50Derivative gains (f)

$
5


$
5   (a)
    
    Primarily represents the reduction in net sales and revenues for
    marketing incentives on vehicles which are sold, or anticipated
    to be sold, to customers or dealers and financed by GMAC in the
    U.S. This includes the estimated amount of residual support
    accrued under the residual support and risk sharing programs,
    rate support under the interest rate support 31




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  programs, operating lease and finance receivable capitalized
    cost reduction incentives paid to GMAC to reduce the capitalized
    cost in automotive lease contracts and retail automotive
    contracts, and costs under lease pull-ahead programs. This
    amount is offset by net sales for vehicles sold to GMAC for
    employee and governmental lease programs and third party resale
    purposes.(b)
    
    Primarily represents cost of sales on the sale of vehicles to
    GMAC for employee and governmental lease programs and third
    party resale purposes. Also includes miscellaneous expenses on
    services performed for us by GMAC.(c)
    
    Represents income on our Preferred Membership Interests in GMAC,
    exclusivity and royalty fee income and reimbursements by GMAC
    for certain services we provided. Included in this amount is
    rental income related to GMACs primary executive and
    administrative offices located in the Renaissance Center in
    Detroit, Michigan. The lease agreement expires on
    November 30, 2016.(d)
    
    Represents interest incurred on term loans, notes payable and
    wholesale settlements.(e)
    
    Represents servicing fees paid to GMAC on the automotive leases
    we retained.(f)
    
    Represents gains recognized in connection with a derivative
    transaction entered into with GMAC as the counterparty.  Note 16. Segment
    Reporting
        32




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  TotalGMA


Total


Corporate


Excluding





Other


TotalGMNA


GME


GMLAAM


GMAP


Eliminations


GMA


&Other(a)


FIO


GMAC(c)


Financing(b)


FIO


Total(Dollars in millions)As of and for the Three Months ended March 31, 2008Automotive salesExternal customers

$
24,006


$
9,232


$
4,666


$
4,221


$



$
42,125


$



$
42,125


$



$



$



$
42,125Inter-segment


537



677



97



1,256



(2,567
)


























Total automotive sales


24,543



9,909



4,763



5,477



(2,567
)


42,125







42,125















42,125Financial services and insurance revenues






































545



545



545Total net sales and revenues

$
24,543


$
9,909


$
4,763


$
5,477


$
(2,567
)

$
42,125


$



$
42,125


$



$
545


$
545


$
42,670Depreciation, amortization and impairment

$
1,263


$
464


$
80


$
187


$
13


$
2,007


$
11


$
2,018


$



$
211


$
211


$
2,229Equity in loss of GMAC LLC

$



$



$



$



$



$



$



$



$
(1,612
)

$



$
(1,612
)

$
(1,612
)Interest income

$
271


$
173


$
72


$
29


$



$
545


$
(285
)

$
260


$



$
22


$
22


$
282Interest expense

$
634


$
216


$
55


$
53


$
3


$
961


$
(187
)

$
774


$



$
48


$
48


$
822Income (loss) from continuing operations before income taxes,
    equity income and minority interest

$
(795
)

$
69


$
518


$
202


$
2


$
(4
)

$
(1,029
)

$
(1,033
)

$
(1,728
)

$
104


$
(1,624
)

$
(2,657
)Equity income (loss), net of tax


(20
)


13



5



134







132







132















132Minority interests, net of tax


3



(7
)


(6
)


(50
)






(60
)






(60
)






(13
)


(13
)


(73
)Income (loss) from continuing operations before income taxes

$
(812
)

$
75


$
517


$
286


$
2


$
68


$
(1,029
)

$
(961
)

$
(1,728
)

$
91


$
(1,637
)

$
(2,598
)Investments in nonconsolidated affiliates

$
205


$
419


$
43


$
1,228


$



$
1,895


$
36


$
1,931


$
5,391


$



$
5,391


$
7,322Total assets

$
91,873


$
29,023


$
8,251


$
15,085


$
(11,847
)

$
132,385


$
(654
)

$
131,731


$
10,567


$
3,443


$
14,010


$
145,741Goodwill

$
168


$
608


$



$



$



$
776


$



$
776


$



$



$



$
776Expenditures for property

$
1,245


$
347


$
77


$
235


$
25


$
1,929


$
16


$
1,945


$



$



$



$
1,945  33




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  TotalGMA

Total

Corporate

Excluding



Other

TotalGMNA

GME

GMLAAM

GMAP

Eliminations

GMA

& Other(a)

FIO

GMAC(c)

Financing(b)

FIO

Total(Dollars in millions)As of and for the Three Months ended March 31, 2007Automotive salesExternal customers

$
27,514

$
8,070

$
3,464

$
3,403

$


$
42,451

$


$
42,451

$


$


$


$
42,451Inter-segment


543


401


113


1,165


(2,222
)



















Total automotive sales


28,057


8,471


3,577


4,568


(2,222
)

42,451





42,451











42,451Financial services and insurance revenues





























936


936


936Total net sales and revenues

$
28,057

$
8,471

$
3,577

$
4,568

$
(2,222
)
$
42,451

$


$
42,451

$


$
936

$
936

$
43,387Depreciation, amortization and impairment

$
1,366

$
381

$
73

$
147

$
9

$
1,976

$
6

$
1,982

$


$
379

$
379

$
2,361Equity in loss of GMAC LLC

$


$


$


$


$


$


$


$


$
(183
)
$


$
(183
)
$
(183
)Interest income

$
253

$
155

$
26

$
34

$


$
468

$
(219
)
$
249

$


$
140

$
140

$
389Interest expense

$
744

$
191

$
36

$
56

$
3

$
1,030

$
(231
)
$
799

$


$
248

$
248

$
1,047Income (loss) from continuing operations before income taxes,
    equity income and minority interests

$
(211
)
$
2

$
255

$
94

$
(7
)
$
133

$
(210
)
$
(77
)
$
(134
)
$
54

$
(80
)
$
(157
)Equity income (loss), net of tax


13


8


6


127





154


2


156











156Minority interests, net of tax


(10
)

(6
)

(7
)

(78
)




(101
)

(1
)

(102
)










(102
)Income (loss) from continuing operations before income taxes

$
(208
)
$
4

$
254

$
143

$
(7
)
$
186

$
(209
)
$
(23
)
$
(134
)
$
54

$
(80
)
$
(103
)Income from discontinued operations, net of tax

$
104

$


$


$


$


$
104

$


$
104

$


$


$


$
104Investments in nonconsolidated affiliates

$
302

$
419

$
145

$
1,099

$


$
1,965

$
36

$
2,001

$
7,355

$


$
7,355

$
9,356Total assets

$
129,800

$
28,945

$
4,883

$
14,117

$
(10,656
)
$
167,089

$
(3,763
)
$
163,326

$
12,921

$
9,063

$
21,984

$
185,310Goodwill

$
271

$
492

$


$


$


$
763

$


$
763

$


$


$


$
763Expenditures for property

$
742

$
164

$
35

$
220

$


$
1,161

$
20

$
1,181

$


$


$


$
1,181   (a)
    
    Corporate and Other includes
    charges of $731 million in the three months ended
    March 31, 2008 to increase our net liability related to the
    Benefit Guarantee Agreements, primarily resulting from updated
    estimates reflecting the uncertainty around the nature, value
    and timing of our recoveries upon Delphis emergence from
    bankruptcy.(b)
    
    Other Financing also includes the
    elimination of net receivables from total assets. Receivables
    eliminated as of March 31, 2008 and 2007 were
    $4.3 billion and $4.0 billion, respectively.(c)
    
    We sold a 51% equity interest in
    GMAC in November 2006. The remaining 49% equity interest is
    accounted for using the equity method and is included in
    GMACs segment assets. Refer to Notes 5 and 15 for
    summarized financial information of GMAC as of and for the three
    months ended March 31, 2008 and 2007.  Note 17. Subsequent
    Events
      2-year
 34




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
     35




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K 10-K).
        Three
    Months Ended March 31, 2008 Overview  10-K
    
    Consolidated net sales and revenues declined by 2%;
    Automotive revenues declined 1%, reflecting growth in GMLAAM,
    GME and GMAP offset by significantly lower revenues in GMNA;
    Net loss of $3.3 billion ($5.74 per share);
    Impairment charge of $1.5 billion recorded related to our
    investment in GMAC;
    American Axle & Manufacturing Holdings, Inc. (American
    Axle) work stoppage unfavorably impacted GMNA earnings by
    $0.8 billion;
    Challenging markets continue in the United States (U.S.),
    Canada, Germany and certain other markets in Europe; and
    Executed Settlement Agreement with the International Union,
    United Automotive, Aerospace and Agricultural Implement Workers
    of America (UAW). 36




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Global
    Automotive Industry  year-to-year
      Three Months EndedMarch 31,2008


2007GMNA


21.7
%


22.5
%GME


9.6
%


9.7
%GMAP


7.0
%


7.2
%GMLAAM


17.9
%


16.7
%   10-K,
  
    Continue to execute great products;
    Build strong brands and distribution channels;
    Execute additional cost reduction initiatives;
    Grow aggressively in emerging markets;
    Continue development and implementation of our advanced
    propulsion strategy; and
    Drive the benefits of managing the business globally.    Continue
    to Execute Great Products.    Build
    Strong Brands and Distribution Channels.   37




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Execute
    Additional Cost Reduction Initiatives.    Grow
    Aggressively in Emerging Markets.    Continue
    to Develop and Implement our Advanced Propulsion
    Strategy.    Drive the
    Benefits of Managing the Business Globally.    Near-Term
    Market Challenges
     38




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  pick-up
     39




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Consolidated
    Results of Operations
  Three Months EndedMarch 31,


2008 vs. 2007 Change2008


2007


Amount


Percentage(Dollars in millions)Net sales and revenue:Automotive sales

$
42,125


$
42,451


$
(326
)


(0.8
)%Financial services and insurance revenues


545



936



(391
)


(41.8
)%Total net sales and revenues


42,670



43,387



(717
)


(1.7
)%Costs and expenses:Automotive cost of sales


38,333



38,889



(556
)


(1.4
)%Selling, general and administrative expense


3,699



3,311



388



11.7
%Financial services and insurance expense


496



883



(387
)


(43.8
)%Other expenses


731







731



n.m.Operating income (loss)


(589
)


304



(893
)


n.m.Equity in loss of GMAC LLC


(1,612
)


(183
)


(1,429
)


n.m.Automotive interest and other income (expense), net


(456
)


(278
)


(178
)


(64.0
)%Loss from continuing operations before income taxes, equity
    income and minority interests


(2,657
)


(157
)


(2,500
)


n.m.Income tax expense (benefit)


653



(61
)


714



n.m.Equity income, net of tax


132



156



(24
)


(15.4
)%Minority interests, net of tax


(73
)


(102
)


29



28.4
%Loss from continuing operations


(3,251
)


(42
)


(3,209
)


n.m.Income from discontinued operations, net of tax






104



(104
)


(100.0
)%Net income (loss)

$
(3,251
)

$
62


$
(3,313
)


n.m.Automotive cost of sales rate


91.0
%


91.6
%


(0.6
)%


n.m.Net margin from net income (loss)


(7.6
)%


0.1
%


(7.7
)%


n.m.     Three
    Months Ended March 31, 2008 Compared to Three Months Ended
    March 31, 2007    Changes
    in Consolidated Financial Condition  Accounts
    and Notes Receivable, Net   40




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
      Inventories      Financing
    Equipment on Operating Leases, Net      Financing
    Debt      Equity in
    Net Assets of GMAC LLC     41




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Other
    Current Assets and Deferred Income Taxes    Deferred
    Income Tax Asset      Short-term
    Borrowings and Current Portion of Long-term Debt    Long-term
    Debt      Accrued
    Expenses   42




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   GMA
    Operations Financial Review
  Three Months EndedMarch 31,


2008 vs. 2007 Change2008


2007


Amount


Percentage(Dollars in millions)Total net sales and revenue

$
42,125


$
42,451


$
(326
)


(0.8
)%Automotive cost of sales


38,414



38,773



(359
)


(0.9
)%Selling, general and administrative expense


3,442



3,146



296



9.4
%Operating income


269



532



(263
)


(49.4
)%Automotive interest and other income (expense), net


(273
)


(399
)


126



31.6
%Income (loss) from continuing operations before income taxes,
    
    equity income and minority interests


(4
)


133



(137
)


(103.0
)%Equity income, net of tax


132



154



(22
)


(14.3
)%Minority interests, net of tax


(60
)


(101
)


41



40.6
%Income from continuing operations before income taxes

$
68


$
186


$
(118
)


(63.4
)%Income from discontinued operations, net of tax

$



$
104


$
(104
)


(100.0
)%Automotive cost of sales rate


91.2
%


91.3
%


(0.1
)%


n.m.Net margin from continuing operations before income taxes, 
    equity income and minority interests



%


0.3
%


(0.3
)%


n.m.(Volume in thousands)Production Volume (a)


2,233



2,340



(107
)


(4.6
)%Vehicle Sales (b):Industry


17,992



17,433



559



3.2
%GM


2,254



2,268



(14
)


(0.6
)%GM market share  Worldwide


12.5
%


13.0
%


(0.5
)%


n.m.    (a)
    
    Production volume represents the number of vehicles manufactured
    by our assembly facilities and also includes vehicles produced
    by certain joint ventures.(b)
    
    Vehicle sales primarily represent sales to the ultimate customer.    Three
    Months Ended March 31, 2008 Compared to Three Months Ended
    March 31, 2007  Industry
    Global Vehicle Sales    GM Global
    Vehicle Sales   43




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     Total Net
    Sales and Revenue    Automotive
    Cost of Sales    Selling,
    General and Administrative Expense    Automotive
    Interest and Other Income (Expense), Net    Equity
    Income, Net of Tax    Minority
    Interests, Net of Tax    Income
    from Discontinued Operations, Net of Tax    Supplemental
    Categories for Expenses
     44




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
        Three Months EndedMarch 31,


2008 vs. 20072008


2007


Change(Dollars in billions)Contribution costs (a)

$
29.4


$
29.3


$
0.1Structural costs (b)


12.1



12.6



(0.5
)Impairment, restructuring and other charges (c)


0.3







0.3Total

$
41.8


$
41.9


$
(0.1
)Automotive cost of sales

$
38.4


$
38.8


$
(0.4
)Selling, general and administrative expense


3.4



3.1



0.3Total

$
41.8


$
41.9


$
(0.1
)   (a)
    
    Contribution costs are expenses that we consider to be variable
    with production. The amount of contribution costs included in
    Automotive cost of sales was $29.2 billion and
    $29.1 billion in the three months ended March 31, 2008
    and 2007, respectively, and those costs were comprised of
    material cost, freight and policy and warranty expenses. The
    amount of contribution costs classified in Selling, general and
    administrative expenses was $0.2 billion in the three
    months ended March 31, 2008 and 2007 and these costs were
    incurred primarily in connection with our dealer advertising
    programs.(b)
    
    Structural costs are expenses that do not generally vary with
    production and are recorded in both Automotive cost of sales and
    Selling, general and administrative expense. Such costs include
    manufacturing labor, pension and other postemployment benefits
    (OPEB) costs, engineering expense and marketing related costs.
    Certain costs related to restructuring and impairments that are
    included in Automotive cost of sales are also excluded from
    structural costs. The amount of structural costs included in
    Automotive cost of sales was $8.9 billion and
    $9.7 billion in the three months ended March 31, 2008
    and 2007, respectively, and the amount of structural costs
    included in Selling, general and administrative expense was
    $3.2 billion and $2.9 billion in the three months
    ended March 31, 2008 and 2007, respectively.(c)
    
    Impairment, restructuring and other charges are included in
    Automotive cost of sales.  Contribution
    Costs   45




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Structural
    Costs    Restructuring
    and Other Charges    Three Months EndedMarch 31,2008


2007(Dollars in millions)Special attrition programs

$
201


$
(19
)Restructuring initiatives


123



95Other






(41
)Total

$
324


$
35     
    $201 million of total charges for restructuring initiatives
    in GMNA related to special attrition programs.
    $123 million of total charges for restructuring initiatives
    at GME.    
    Adjustments of $19 million for restructuring initiatives in
    GMNA related to previously announced special attrition programs.
    $95 million of total charges for restructuring initiatives
    as follows: GMNA, $(2) million; GME, $57 million; GMAP,
    $40 million.
    Adjustment of $41 million in conjunction with cessation of
    production at a previously divested business. 46




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   GMA
    Regional Results
  GM
    North America  Three Months EndedMarch 31,


2008 vs. 2007 Change2008


2007


Amount


Percentage(Dollars in millions)Total net sales and revenue

$
24,543


$
28,057


$
(3,514
)


(12.5
)%Automotive cost of sales


23,042



25,853



(2,811
)


(10.9
)%Selling, general and administrative expense


2,032



1,992



40



2.0
%Operating income (loss)


(531
)


212



(743
)


n.m.Automotive interest and other income (expense), net


(264
)


(423
)


159



37.6
%Loss from continuing operations before income taxes, equity
    income and minority interests


(795
)


(211
)


(584
)


n.m.Equity income (loss), net of tax


(20
)


13



(33
)


n.m.Minority interests, net of tax


3



(10
)


13



130.0
%Loss from continuing operations before income taxes

$
(812
)

$
(208
)

$
(604
)


n.m.Income from discontinued operations, net of tax

$



$
104


$
(104
)


(100.0
)%Automotive cost of sales rate


93.9
%


92.1
%


1.8
%


n.m.Net margin from continuing operations before income taxes,
    equity income and minority interests


(3.2
)%


(0.8
)%


(2.4
)%


n.m.(Volume in thousands)Production Volume (a):Cars


360



399



(39
)


(9.8
)%Trucks


525



664



(139
)


(20.9
)%Total


885



1,063



(178
)


(16.7
)%Vehicle Unit Sales (b):Industry  North America


4,359



4,695



(336
)


(7.2
)%GMNA


947



1,055



(108
)


(10.2
)%GM market share  North America


21.7
%


22.5
%


(0.8
)%


n.m.Industry  U.S


3,638



3,987



(349
)


(8.8
)%GM market share  U.S. industry


22.1
%


22.8
%


(0.7
)%


n.m.GM cars market share  U.S. industry


19.1
%


19.5
%


(0.4
)%


n.m.GM trucks market share  U.S. industry


24.9
%


25.5
%


(0.6
)%


n.m.    (a)
    
    Production volume represents the number of vehicles manufactured
    by our assembly facilities and also includes vehicles produced
    by certain joint ventures.(b)
    
    Vehicle sales primarily represent sales to the ultimate customer.  Three
    Months Ended March 31, 2008 Compared to Three Months Ended
    March 31, 2007  Industry
    Vehicle Sales   47




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Total Net
    Sales and Revenue      Automotive
    Cost of Sales      Selling,
    General and Administrative Expense    Automotive
    Interest and Other Income (Expense), Net    Equity
    Income (Loss), Net of Tax    Income
    from Discontinued Operations, Net of Tax   48




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Europe  Three Months EndedMarch 31,


2008 vs. 2007 Change2008


2007


Amount


Percentage(Dollars in millions)Total net sales and revenue

$
9,909


$
8,471


$
1,438



17.0
%Automotive cost of sales


9,030



7,808



1,222



15.7
%Selling, general and administrative expense


767



662



105



15.9
%Operating income


112



1



111



n.m.Automotive interest and other income (expense), net


(43
)


1



(44
)


n.m.Income from continuing operations before income taxes, equity
    income and minority interests


69



2



67



n.m.Equity income, net of tax


13



8



5



62.5
%Minority interests, net of tax


(7
)


(6
)


(1
)


(16.7
)%Income from continuing operations before income taxes

$
75


$
4


$
71



n.m.Automotive cost of sales rate


91.1
%


92.2
%


(1.1
)%


n.m.Net margin from continuing operations before income taxes,
    equity income and minority interests


0.7
%



%


0.7
%


n.m.(Volume in thousands)Production Volume (a)


493



511



(18
)


(3.5
)%Vehicle Sales (b):Industry  Europe


5,947



5,724



223



3.9
%GM Europe


572



554



18



3.3
%GM market share  Europe


9.6
%


9.7
%


(0.1
)%


n.m.GM market share  Germany


9.3
%


10.0
%


(0.7
)%


n.m.GM market share  United Kingdom


14.8
%


14.9
%


(0.1
)%


n.m.GM market share  Russia


12.1
%


9.3
%


2.8
%


n.m.    (a)
    
    Production volume represents the number of vehicles manufactured
    by our assembly facilities and also includes vehicles produced
    by certain joint ventures.(b)
    
    Vehicle sales primarily represent sales to the ultimate
    customer, including unit sales of Chevrolet brand products in
    the region. The financial results from sales of Chevrolet brand
    products are reported as part of GMAP, because those units are
    sold by GM Daewoo.  Three
    Months Ended March 31, 2008 Compared to Three Months Ended
    March 31, 2007  Industry
    Vehicle Sales    Total Net
    Sales and Revenue   49




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     Automotive
    Cost of Sales      Selling,
    General, and Administrative Expense    GM
    Latin America/Africa/Mid-East  Three Months EndedMarch 31,


2008 vs. 2007 Change2008


2007


Amount


Percentage(Dollars in millions)Total net sales and revenue

$
4,763


$
3,577


$
1,186



33.2
%Automotive cost of sales


4,024



3,161



863



27.3
%Selling, general and administrative expense


256



177



79



44.6
%Operating income


483



239



244



102.1
%Automotive interest and other income (expense), net


35



16



19



118.8
%Income from continuing operations before income taxes, equity
    income and minority interests


518



255



263



103.1
%Equity income, net of tax


5



6



(1
)


(16.7
)%Minority interests, net of tax


(6
)


(7
)


1



14.3
%Income from continuing operations before income taxes

$
517


$
254


$
263



103.5
%Automotive cost of sales rate


84.5
%


88.4
%


(3.9
)%


n.m.Net margin from continuing operations before income taxes,
    equity income and minority interests


10.9
%


7.1
%


3.8
%


n.m.(Volume in thousands)Production Volume (a)


243



222



21



9.5
%Vehicle Sales (b):Industry  LAAM


1,806



1,617



189



11.7
%GMLAAM


323



270



53



19.6
%GM market share  LAAM


17.9
%


16.7
%


1.2
%


n.m.GM market share  Brazil


20.9
%


20.2
%


0.7
%


n.m.    (a)
    
    Production volume represents the number of vehicles manufactured
    by our assembly facilities and also includes vehicles produced
    by certain joint ventures.(b)
    
    Vehicle sales primarily represent sales to the ultimate customer. 50




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Three
    Months Ended March 31, 2008 Compared to Three Months Ended
    March 31, 2007  Industry
    Vehicle Sales    Total Net
    Sales and Revenue    Automotive
    Cost of Sales      Selling,
    General and Administrative Expense    Automotive
    Interest and Other Income (Expense), Net   51




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Asia Pacific  Three Months EndedMarch 31,


2008 vs. 2007 Change2008


2007


Amount


Percentage(Dollars in millions)Total net sales and revenue

$
5,477


$
4,568


$
909



19.9
%Automotive cost of sales


4,894



4,169



725



17.4
%Selling, general and administrative expense


383



313



70



22.4
%Operating income


200



86



114



132.6
%Automotive interest and other income, net


2



8



(6
)


(75.0
)%Income from continuing operations before income taxes, equity
    income and minority interests


202



94



108



114.9
%Equity income, net of tax


134



127



7



5.5
%Minority interests, net of tax


(50
)


(78
)


28



35.9
%Income from continuing operations before income tax

$
286


$
143


$
143



100.0
%Automotive cost of sales rate


89.4
%


91.3
%


(1.9
)%


n.m.Net margin from continuing operations before income taxes,
    equity income and minority interests


3.7
%


2.1
%


1.6
%


n.m.(Volume in thousands)Production Volume (a)(b)


612



544



68



12.5
%Vehicle Sales (a)(c):Industry  Asia Pacific


5,879



5,397



482



8.9
%GMAP


411



388



23



5.8
%GM market share  Asia Pacific (d)


7.0
%


7.2
%


(0.2
)%


n.m.GM market share  Australia


13.1
%


15.0
%


(1.9
)%


n.m.GM market share  China (d)


12.8
%


14.0
%


(1.2
)%


n.m.    (a)
    
    Includes GM Daewoo, Shanghai GM and SAIC-GM-Wuling Automobile
    Co., Ltd. (SGMW) joint venture production/sales. We own 34% of
    SGMW and under the joint venture agreement have significant
    rights as a member as well as the contractual right to report
    SGMW sales in China as part of our global market share.(b)
    
    Production volume represents the number of vehicles manufactured
    by our assembly facilities and also includes vehicles produced
    by certain joint ventures.(c)
    
    Vehicle sales primarily represent sales to the ultimate customer.(d)
    
    Includes SGMW joint venture sales.  Three
    Months Ended March 31, 2008 Compared to Three Months Ended
    March 31, 2007  Industry
    Vehicle Sales   52




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Total Net
    Sales and Revenue    Automotive
    Cost of Sales      Selling,
    General and Administrative Expense    Automotive
    Interest and Other Income, Net    Equity
    Income, Net of Tax    Minority
    Interests, Net of Tax    FIO
    Financial Review
      10-K,
 53




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    
    The instability of the global credit and mortgage markets and
    the effect of this on GMACs Residential Capital, LLC
    (ResCap) subsidiary as well as its automotive finance, insurance
    and other operations;
    The deteriorating conditions in the residential and home
    building markets, including significant changes in the mortgage
    secondary market, tightening underwriting guidelines and reduced
    product offerings;
    Recent credit downgrades of GMAC and ResCap and the effect on
    their ability to raise capital necessary on acceptable terms; and
    Effect of the expected near-term automotive market conditions on
    GMACs automotive finance operations.    
    Reduced commitment levels and lower effective advance rates for
    secured funding at ResCap;
    The necessity of GMAC continuing to provide funding and capital
    infusions to its ResCap subsidiary;
    Further deterioration in the residential and home building
    markets and the uncertainty of the timing of any recovery;
    Further instability in the global credit and mortgage markets;
    and
    Further downgrades of GMACs and ResCaps credit
    ratings.    Three
    Months Ended March 31, 2008 Compared to Three Months Ended
    March 31, 2007         54




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
        Corporate
    and Other Operations
  Three Months EndedMarch 31,


2008 vs. 2007 Change2008


2007


Amount


Percentage(Dollars in millions)Total net sales and revenues

$



$



$





%Automotive cost of sales


(81
)


116



(197
)


(169.8
)%Selling, general and administrative expense


257



165



92



55.7
%Other expense


786







786



n.m.Operating loss


(962
)


(281
)


(681
)


n.m.Automotive interest and other income (expense), net


(67
)


71



(138
)


(194.4
)%Loss from continuing operations before income taxes, other
    equity income and minority interests


(1,029
)


(210
)


(819
)


n.m.Income tax expense (benefit)


645



(67
)


712



n.m.Equity income, net of tax






2



(2
)


n.m.Minority interests, net of tax






(1
)


1



n.m.Net loss

$
(1,674
)

$
(142
)

$
(1,532
)


n.m.       Three
    Months Ended March 31, 2008 Compared to Three Months Ended
    March 31, 2007       55




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
         2
  2
      Key
    Factors Affecting Future and Current Results
  Settlement
    Agreement   56




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    10-K;
           57




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   25-year
    2008
    Special Attrition Programs    Delphi
    Bankruptcy  Background     58




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Labor
    Settlements      Delphi-GM
    Settlement Agreements    
    Reimburse Delphi for its costs to provide OPEB to certain of
    Delphis hourly retirees from and after January 1,
    2007 through the date that Delphi ceases to provide such
    benefits;
    Reimburse Delphi for the normal cost of credited
    service in Delphis pension plan between January 1,
    2007 and the date its pension plans are frozen;
    Assume $1.5 billion of net pension obligations of Delphi
    and Delphi providing us a $1.5 billion note receivable;
    Reimburse Delphi for all retirement incentives and half of the
    buy-out payments made pursuant to the various attrition program
    provisions and to reimburse certain U.S. hourly buydown payments
    made to hourly employees of Delphi;
    Award future product programs to Delphi and provide Delphi with
    ongoing preferential sourcing for other product programs, with
    Delphi re-pricing existing and awarded business;
    Reimburse certain U.S. hourly labor costs incurred to produce
    systems, components and parts for us from October 1, 2006
    through September 14, 2015 at certain U.S. facilities owned
    or to be divested by Delphi (Labor Cost Subsidy);
    Reimburse Delphis cash flow deficiency attributable to
    production at certain U.S. facilities that continue to produce
    systems, components and parts for us until the facilities are
    either closed or sold by Delphi (Production Cash Burn Support);
    and
    Guarantee a minimum recovery of the net working capital that
    Delphi has invested in certain businesses held for sale.   59




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    Delphi
    POR      Risks if
    Delphi Cannot Emerge From Bankruptcy      GM
    Contingent Liability   60




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    Investigations       61




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Liquidity
    and Capital Resources
      GMA


Financing and InsuranceThree Months Ended March 31,2008


2007


2008


2007(Dollars in millions)Net cash provided by (used in) continuing operating
    activities

$
(2,049
)

$
894


$
459


$
459Cash provided by discontinued operating activities






115







Net cash provided by (used in) operating activities


(2,049
)


1,009



459



459Cash flows from investing activitiesExpenditures for property


(1,945
)


(1,181
)






Investments in marketable securities, acquisitions


(1,135
)


(79
)






(1
)Investments in marketable securities, liquidations


1,424



58



6



2Capital contribution to GMAC LLC






(1,022
)






Operating leases, liquidations










840



789Net investing activity with Financing and Insurance Operations


194



193







Other


(114
)


(590
)


(88
)


8Net cash provided by (used in) continuing investing
    activities


(1,576
)


(2,621
)


758



798Cash used in discontinued investing activities






(4
)






Net cash provided by (used in) investing activities


(1,576
)


(2,625
)


758



798Cash flows from financing activitiesNet decrease in short-term borrowing


(49
)


(1,068
)


(1,029
)


(1,142
)Borrowings of long-term debt


492



18







Payments made on long-term debt


(15
)


(35
)






Net financing activity with Automotive and Other Operations










(194
)


(193
)Cash dividends paid to stockholders


(142
)


(141
)






Net cash provided by (used in) continuing financing
    activities


286



(1,226
)


(1,223
)


(1,335
)Cash used in discontinued financing activities






(2
)






Net cash provided by (used in) financing activities


286



(1,228
)


(1,223
)


(1,335
)Effect of exchange rate changes on cash and cash equivalents


129



23







Net transactions with Automotive/Financing Operations


23



(30
)


(23
)


30Net decrease in cash and cash equivalents


(3,187
)


(2,851
)


(29
)


(48
)Cash and cash equivalents at beginning of the period


24,549



23,774



268



349Cash and cash equivalents at end of the period

$
21,362


$
20,923


$
239


$
301   Available
    Liquidity   62




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
       March 31,


December 31,


March 31,2008


2007


2007(Dollars in billions)Cash and cash equivalents

$
21.4


$
24.6


$
20.9Marketable securities


1.8



2.1



0.2Readily-available assets of VEBA trusts


0.7



0.6



3.6Available liquidity

$
23.9


$
27.3


$
24.7      63




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
       2-year
         64




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    Cash
    Flow          Debt        Net
    Debt   65




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Financing
    and Insurance Operations          Status
    of Debt Ratings      Rating Agency

Corporate

Secured

Senior Unsecured

OutlookDBRS

B (high)

Not Rated

B

StableFitch

B

BB

B−

NegativeMoodys

B3

Ba3

Caa1

NegativeS&P

B

BB−

B−

Credit Watch Negative  66




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
               Fair
    Value Measurements
    Fair
    Value Measurements on a Recurring Basis      
    Mortgage-backed securities  Level 3 inputs
    utilized in the fair value measurement process include estimated
    prepayment and default rates on the underlying portfolio which
    are embedded in a proprietary discounted cash flow projection
    model.
    Corporate debt and other securities  Significant
    components of this security category include structured
    investment vehicles, which trade in a market with limited
    liquidity. Level 3 inputs utilized in the fair value
    measurement process include estimated recovery rates on the
    underlying portfolio which are embedded in a proprietary
    discounted cash flow projection model.
    Commodity derivatives  Commodity derivatives include
    purchase contracts from various suppliers that are gross settled
    in the physical commodity. Level 3 inputs utilized in the
    fair value measurement process include estimated projected
    selling prices, quantities purchased and counterparty credit
    ratings, which are then discounted to the expected cash flow.   67




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Fair
    Value Measurements on a Nonrecurring Basis    Fair Value Measurements UsingQuoted Prices inActive Markets for


Significant Other


SignificantMarch 31,


Identical Assets


Observable Inputs


Unobservable Inputs2008


(Level 1)


(Level 2)


(Level 3)


Total Losses(Dollars in millions)AssetsInvestment in GMAC Common Membership Interests

$
5,391


$



$



$
5,391


$
(1,310
)Investment in GMAC Preferred Membership Interests


902











902



(142
)Total

$
6,293


$



$



$
6,293


$
(1,452
)       
    Auto Finance  We obtained industry data, such as
    equity and earnings ratios, for other industry participants, and
    developed average multiples for these companies based upon a
    comparison of their businesses to Auto Finance.
    Insurance  We developed a peer group, based upon such
    factors as equity and earnings ratios and developed average
    multiples for these companies.
    Residential Capital, LLC  We obtained industry data
    for an industry participant who we believe to be comparable, and
    also utilized the publicly announced acquisition price of an
    industry participant who we believe to be comparable.
    Commercial Finance Group  We obtained industry data,
    such as price and earnings ratios, for other industry
    participants, and developed average multiples for these
    companies based upon a comparison of their businesses to the
    Commercial Finance Group.    
    Utilizing information as to the pricing on similar investments
    and changes in yields of other GMAC securities for the three
    months ended March 31, 2008, we developed a discount rate
    for the valuation.
    Utilizing assumptions as to the receipt of dividends on the GMAC
    Preferred Membership Interests, the expected call date and a
    discounted cash flow model, we developed a present value of the
    related cash flows. 68




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Off-Balance
    Sheet Arrangements      and/or
      March 31,


December 31,


March 31,2008


2007


2007(Dollars in millions)Assets leased under operating leases

$
2,152


$
2,164


$
2,170Trade receivables sold


11



87



143Total

$
2,163


$
2,251


$
2,313   Dividends
  and/or
   69




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Employees
    March 31,


December 31,


March 31,2008


2007


2007(in thousands)GMNA (a)


136



139



145GME


58



57



59GMLAAM


35



34



33GMAP


35



34



34Other


2



2



2Total


266



266



273   (a)
    
    Includes approximately 3,475 employees of Allison Transmission
    at March 31, 2007.  Critical
    Accounting Estimates
  10-K.
    Deferred
    Taxes    
    Future reversals of existing taxable temporary differences;
    Future taxable income exclusive of reversing temporary
    differences and carryforwards;
    Taxable income in prior carryback years; and
    Tax-planning strategies.   70




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    
    The possibility for continued or increasing price competition in
    the highly competitive U.S. market;
    Continued high fuel prices and the possible effect that may have
    on consumer preferences related to our most profitable products,
    fullsize trucks and utility vehicles;
    Uncertainty over the effect on our cost structure from more
    stringent U.S. fuel economy and global emissions standards which
    may require us to sell a significant volume of alternative fuel
    vehicles across our portfolio;
    Uncertainty as to the future operating results of GMACs
    ResCap mortgage business; and
    Acceleration of tax deductions for OPEB liabilities as compared
    to prior expectations due to changes associated with the
    Settlement Agreement.      Valuation
    of Cost and Equity Method Investments     71




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    Accounting
    Standards Not Yet Adopted
  Business
    Combinations    Noncontrolling
    Interests in Consolidated Financial Statements    Disclosures
    about Derivative Instruments and Hedging Activities 
    an Amendment of FASB Statement No. 133   72




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    Accounting
    for Collaborative Arrangements  No. 07-1, No. 07-1), No. 99-19, No. 99-19) No. 07-1 No. 07-1
  Forward-Looking
    Statements
  Forms 10-K 10-Q Form 8-K, Forms 10-K 10-Q Form 8-K, Forms 10-K, 10-Q 8-K.
  
    Our ability to realize production efficiencies, to achieve
    reductions in costs as a result of the turnaround restructuring
    and health care cost reductions and to implement capital
    expenditures at levels and times planned by management;
    The pace of product introductions and development of technology
    associated with the products;
    Shortages of and price increases for fuel;
    Market acceptance of our new products;
    Significant 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;
    Changes in the existing, or the adoption of new laws,
    regulations, policies or other activities of governments,
    agencies and similar organizations where such actions may affect
    the production, licensing, distribution or sale of our products,
    the cost thereof or applicable tax rates;
    Costs and risks associated with litigation;
    The final results of investigations and inquiries by the SEC;
    Changes in the ability of GMAC to make distributions on the
    Preferred Membership Interests we hold; 73




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   
    Changes in accounting principles, or their application or
    interpretation, and our ability to make estimates and the
    assumptions underlying the estimates, including the estimates
    for the Delphi pension benefit guarantees, which could result in
    an impact on earnings;
    Negotiations and bankruptcy court actions with respect to
    Delphis obligations to us and our obligations to Delphi,
    negotiations with respect to our obligations under the benefit
    guarantees to Delphi employees and our ability to recover any
    indemnity claims against Delphi;
    Labor strikes or work stoppages at our facilities or our key
    suppliers such as Delphi and American Axle or financial
    difficulties at our key suppliers such as Delphi;
    Additional credit rating downgrades and the effects thereof;
    Changes in relations with unions and employees/retirees and the
    legal interpretations of the agreements with those unions with
    regard to employees/retirees, including the negotiation of new
    collective bargaining agreements with unions representing our
    employees in the United States other than the UAW;
    Completion of the final settlement with the UAW and UAW
    retirees, including obtaining court approval in a form
    acceptable to us, the UAW, and class counsel; treatment of the
    terms of the 2007 National Agreement pursuant to the Settlement
    Agreement in a form acceptable to us, the UAW and class counsel;
    our completion of discussions with the staff of the SEC
    regarding accounting treatment with respect to the New VEBA and
    the Post-Retirement Medical Benefits for the Covered Group as
    set forth in the Settlement Agreement, on a basis reasonably
    satisfactory to us; and as applicable, a determination by us
    that the New VEBA satisfies the requirements of
    section 302(c)(5) of the Labor-Management Relations Act of
    1947, as amended, as well as bank and other regulatory approval;
    and
    Changes in economic conditions, commodity prices, currency
    exchange rates or political stability in the markets in which we
    operate.  Form 10-K, Forms 10-K, 10-Q 8-K.
  
    Rating agencies may downgrade their ratings for GMAC or ResCap
    in the future, which would adversely affect GMACs ability
    to raise capital in the debt markets at attractive rates and
    increase the interest that it pays on its outstanding publicly
    traded notes, which could have a material adverse effect on its
    results of operations and financial condition;
    GMACs business requires substantial capital, and if it is
    unable to maintain adequate financing sources, its profitability
    and financial condition will suffer and jeopardize its ability
    to continue operations;
    The profitability and financial condition of its operations are
    dependent upon our operations, and it has substantial credit
    exposure to us;
    Recent developments in the residential mortgage market,
    especially in the nonprime sector, may adversely affect
    GMACs revenues, profitability and financial condition;
    The worldwide financial services industry is highly competitive.
    If GMAC is unable to compete successfully or if there is
    increased competition in the automotive financing, mortgage
    and/or
    insurance markets or generally in the markets for
    securitizations or asset sales, its margins could be materially
    adversely affected; 74




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     * * * * * *
  Item 3.
    Quantitative
    And Qualitative Disclosures About Market Risk  10-K.
  * * * * * *
  Item 4.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
    Rules 13a-15(e) Rules 13a-15 Form 10-K
  Remediation
    and Changes in Internal Controls
    
    Named a new Controller for GMNA experienced with the complex
    financial and reporting requirements of our largest region and
    who is responsible for accounting operations, internal controls,
    product cost and profit analysis.
    Established and named a new Assistant Controller of Operations
    and Consolidations and divided responsibility from financial
    planning, forecasting and competitive analysis to provide
    greater role clarity and focus.
    Hired a new Director of Compensation and Benefits Accounting
    responsible for ensuring adequate involvement of technical
    accounting resources relating to employee benefit arrangements.
    Continued the deployment of several key training classes and the
    hiring of almost 50 additional resources in accounting positions.
    Hired additional staff in the Tax Accounting Group to support
    and assist in the execution of our remediation plans.
    Implemented a project plan utilizing internal and external
    resources to support the re-design of our consolidation process. 75




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
       Limitations
    on the Effectiveness of Controls
    * * * * * *
 PART II Item 1.
    Legal Proceedings  Canadian
    Export Antitrust Class Actions
  In re
    New Market Vehicle Canadian Export Antitrust Litigation
    Cases,
  * * * * * *
  Health
    Care Litigation  2007 Agreement
  UAW, et al. v.
    General Motors Corporation,
 76




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    * * * * * *
  Shareholder
    Derivative Suits
  Salisbury v. Barnevik,
    et al.,
  * * * * * *
  GMAC
    Bondholder Class Actions
  Zielezienski, et al. v. General Motors
    Corporation, et al.
  * * * * * *
  ERISA
    Class Actions
  Young, et
    al. v. General Motors Investment Management Corporation, et
    al Mary M. Brewer, et al. v. General Motors
    Investment Management Corporation, et al
  * * * * * *
  Coolant
    System Class Action Litigation
    * * * * * *
  Environmental
    Matters
  Greenhouse
    Gas Lawsuit
  California ex rel. Lockyer v. General
    Motors Corporation, et al.
 77




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    * * * * * *
  Item 1A.
    Risk
    Factors  Item 1A Risk Factors 10-K.
  New laws, regulations or policies of governmental
    organizations regarding increased fuel economy requirements and
    reduced greenhouse gas emissions, or changes in existing ones,
    may have a significant negative impact on how we do
    business.
  2
    2 2 state-by-state 2 2
   78




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     Delphi is unlikely to emerge from bankruptcy in the
    near-term.
    Financial difficulties, labor stoppages or work slowdowns
    at key suppliers could result in a disruption in our operations
    and have a material adverse effect on our business.
    Labor, work stoppages, or similar difficulties could
    significantly disrupt our operations.
   79




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Risks
    related to our 49% equity interest in GMAC
  ResCap has significant near-term liquidity issues and
    short-term debt maturities. There is a significant risk that
    ResCap will not be able to meet its debt service obligations in
    the near-term.
          GMACs business requires substantial capital, and if
    it is unable to maintain adequate financing sources, its
    profitability and financial condition will suffer and jeopardize
    its ability to continue operations.
   80




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
         Current conditions in the residential mortgage market and
    housing markets may continue to adversely affect GMACs
    earnings and financial condition.
   81




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
          Recent negative developments in ResCaps mortgage
    markets have led ResCap to reduce the number of mortgage
    products it offers.
    Certain of GMACs owners are subject to a regulatory
    agreement that may affect its control of GMAC Bank.
   82




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    * * * * * *
 Item 2(C).
    Purchases of Equity Securities    * * * * * * * *
 83




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Item 6.
    Exhibits  ExhibitNumber

Exhibit Name10
.a

Form of Restricted Stock Unit Grant made to certain executive
    officers10
.b

Form of Performance Contingent Stock Option Award made to
    certain executive officers23


Consent of Hamilton, Rabinovitz and Associates31
.a

Section 302 Certification of the Chief Executive Officer31
.b

Section 302 Certification of the Chief Financial Officer32
.a

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
.b

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   * * * * * * * *
 84




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 SIGNATURE       By:
    /s/  NICK
    S. CYPRUS     85




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   EXHIBIT INDEX
  ExhibitNumber

Exhibit Name10
.a

Form of Restricted Stock Unit Grant made to certain executive
    officers10
.b

Form of Performance Contingent Stock Option 2008 Award made to
    certain executive officers23


Consent of Hamilton, Rabinovitz and Associates31
.a

Section 302 Certification of the Chief Executive Officer31
.b

Section 302 Certification of the Chief Financial Officer32
.a

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
.b

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  86