##### Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 10-Q



[X]
    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 
     For the quarterly period ended March 31, 2006, or[ ]
    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 
     For the transition period from
     to .Commission file number: 1-3754

GENERAL MOTORS ACCEPTANCE CORPORATION

(Exact name of registrant as specified in its charter)

|                                                                               |  |                                                   
|------------------------------------------------------------------------------ |  | --------------------------------------------------
|Delaware(State or other
    jurisdiction of
    incorporation or organization) |  | 38-0572512(I.R.S. Employer
    Identification No.)

200 Renaissance Center


P.O. Box 200 Detroit, Michigan


48265-2000






(313) 556-5000








Non-accelerated


12b-2




Reduced Disclosure Format









---



##### 

INDEX

General Motors Acceptance Corporation

|                                   |  |                                                                                                                                 |    |      |    | 
|---------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|                                   |  |                                                                                                                                 |    | Page |   
|                                   | 
|Part I  Financial
    Information |  |                                                                                                                                 |    |     
|Item 1.                            |  | Financial Statements
    (unaudited)                                                                                            |    |      |    | 
|                                   |  | Condensed
    Consolidated Statement of Income for the Three Months
    Ended  March 31, 2006 and 2005                          |    |      | 3  | 
|                                   |  | Condensed
    Consolidated Balance Sheet as of March 31, 2006 and
    December 31, 2005                                         |    |      | 4  | 
|                                   |  | Condensed
    Consolidated Statement of Changes in Stockholders Equity
    for the Three Months Ended  March 31, 2006 and 2005 |    |      | 5  | 
|                                   |  | Condensed
    Consolidated Statement of Cash Flows for the Three Months Ended
    March 31, 2006 and  2005                      |    |      | 6  | 
|                                   |  | Notes to
    Condensed Consolidated Financial Statements                                                                        |    |      | 7  | 
|Item 2.                            |  | Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations                                   |    |      | 20 | 
|Item 3.                            |  | Quantitative and Qualitative
    Disclosures About Market Risk                                                                  |    |      | *  | 
|Item 4.                            |  | Controls and
    Procedures                                                                                                     |    |      | 38 | 
|Part
    II  Other Information    |  |                                                                                                                                 |    |     
|Item 1.                            |  | Legal
    Proceedings                                                                                                           |    |      | 39 | 
|Item 1A.                           |  | Risk
    Factors                                                                                                                |    |      | 39 | 
|Item 2.                            |  | Unregistered Sales of Equity
    Securities and Use of Proceeds                                                                 |    |      | *  | 
|Item 3.                            |  | Defaults Upon Senior Securities                                                                                                 |    |      | *  | 
|Item 4.                            |  | Submission of Matters to a Vote of
    Security Holders                                                                         |    |      | *  | 
|Item 5.                            |  | Other
    Information                                                                                                           |    |      | 41 | 
|Item 6.                            |  | Exhibits                                                                                                                        |    |      | 41 | 
|                                  
|Signatures                         |  |                                                                                                                                 | 42 |     
|Index of
    Exhibits              |  |                                                                                                                                 | 43 |     





|  |                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------
|* | Item is omitted pursuant to the reduced disclosure format, as
    set forth on the cover page of this filing.



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##### Table of Contents

Condensed Consolidated Statement of Income (unaudited)

General Motors Acceptance Corporation

|                                                   |                                                    |      |        |       |  |  |        |       | 
|-------------------------------------------------- | -------------------------------------------------- | ---- | ------ | ----- |  |  | ------ | ----- | 
|Three months ended March 31, ($ in millions)       |                                                    | 2006 |        | 2005 
|                                                  
|Revenue                                            |                                                    |      |        |       |  |  |        |      
|Consumer                                           |                                                    |      | $2,566 |       |  |  | $2,519 |      
|Commercial                                         |                                                    |      | 726    |       |  |  | 623    |      
|Loans held for sale                                |                                                    |      | 481    |       |  |  | 381    |      
|Operating leases                                   |                                                    |      | 1,929  |       |  |  | 1,665  |      
|                                                  
|                                                   | Total revenue                                      |      |        | 5,702 |  |  |        | 5,188 | 
|Interest and discount expense                      |                                                    |      | 3,562  |       |  |  | 3,001  |      
|                                                  
|                                                   | Net revenue before provision for
    credit losses |      |        | 2,140 |  |  |        | 2,187 | 
|Provision for credit losses                        |                                                    |      | 135    |       |  |  | 329    |      
|                                                  
|                                                   | Net revenue                                        |      |        | 2,005 |  |  |        | 1,858 | 
|Insurance premiums and service
    revenue earned  |                                                    |      | 1,010  |       |  |  | 920    |      
|Mortgage banking income                            |                                                    |      | 584    |       |  |  | 695    |      
|Investment income                                  |                                                    |      | 258    |       |  |  | 250    |      
|Other income                                       |                                                    |      | 1,059  |       |  |  | 976    |      
|                                                  
|                                                   | Total net revenue                                  |      |        | 4,916 |  |  |        | 4,699 | 
|Expense                                            |                                                    |      |        |       |  |  |        |      
|Depreciation expense on operating
    lease assets |                                                    |      | 1,440  |       |  |  | 1,270  |      
|Compensation and benefits expense                  |                                                    |      | 718    |       |  |  | 811    |      
|Insurance losses and loss
    adjustment expenses  |                                                    |      | 597    |       |  |  | 589    |      
|Other operating expenses                           |                                                    |      | 1,173  |       |  |  | 926    |      
|                                                  
|                                                   | Total noninterest expense                          |      |        | 3,928 |  |  |        | 3,596 | 
|Income before income tax
    expense               |                                                    |      | 988    |       |  |  | 1,103  |      
|Income tax expense                                 |                                                    |      | 316    |       |  |  | 375    |      
|                                                  
|Net income                                         |                                                    |      | $672   |       |  |  | $728   |      
|                                                  



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##### Table of Contents

Condensed Consolidated Balance Sheet (unaudited)

General Motors Acceptance Corporation

|                                                                                                                      |                                              |           |          |              |  |  |          |          | 
|--------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | --------- | -------- | ------------ |  |  | -------- | -------- | 
|                                                                                                                      |                                              | March 31, |          | December 31,
|(in millions)                                                                                                         |                                              | 2006      |          | 2005        
|                                                                                                                     
|Assets                                                                                                                |                                              |           |          |              |  |  |          |         
|Cash and cash equivalents                                                                                             |                                              |           | $17,352  |              |  |  | $15,424  |         
|Investment securities                                                                                                 |                                              |           | 18,269   |              |  |  | 18,207   |         
|Loans held for sale                                                                                                   |                                              |           | 18,171   |              |  |  | 21,865   |         
|Reporting segment held for sale                                                                                       |                                              |           |         |              |  |  | 19,030   |         
|Finance receivables and loans, net
    of unearned income                                                             |                                              |           |          |              |  |  |          |         
|                                                                                                                      | Consumer                                     |           |          | 139,395      |  |  |          | 140,411  | 
|                                                                                                                      | Commercial                                   |           |          | 44,770       |  |  |          | 44,574   | 
|Allowance for credit losses                                                                                           |                                              |           | (2,911   | )            |  |  | (3,116   | )       
|                                                                                                                     
|                                                                                                                      | Total finance receivables and
    loans, net |           |          | 181,254      |  |  |          | 181,869  | 
|Investment in operating leases, net                                                                                   |                                              |           | 32,567   |              |  |  | 31,211   |         
|Notes receivable from General Motors                                                                                  |                                              |           | 4,785    |              |  |  | 4,565    |         
|Mortgage servicing rights                                                                                             |                                              |           | 4,526    |              |  |  | 4,015    |         
|Premiums and other insurance
    receivables                                                                          |                                              |           | 2,116    |              |  |  | 1,873    |         
|Other assets                                                                                                          |                                              |           | 24,765   |              |  |  | 22,457   |         
|                                                                                                                     
|Total assets                                                                                                          |                                              |           | $303,805 |              |  |  | $320,516 |         
|                                                                                                                     
|                                                                                                                     
|Liabilities                                                                                                           |                                              |           |          |              |  |  |          |         
|Debt                                                                                                                  |                                              |           |          |              |  |  |          |         
|                                                                                                                      | Unsecured                                    |           |          | $121,654     |  |  |          | $133,269 | 
|                                                                                                                      | Secured                                      |           |          | 124,287      |  |  |          | 121,138  | 
|                                                                                                                     
|                                                                                                                      | Total debt                                   |           |          | 245,941      |  |  |          | 254,407  | 
|Interest payable                                                                                                      |                                              |           | 2,829    |              |  |  | 3,057    |         
|Liabilities related to reporting
    segment held for sale                                                            |                                              |           |         |              |  |  | 10,941   |         
|Unearned insurance premiums and
    service revenue                                                                   |                                              |           | 5,210    |              |  |  | 5,054    |         
|Reserves for insurance losses and
    loss adjustment expenses                                                        |                                              |           | 2,725    |              |  |  | 2,534    |         
|Accrued expenses and other
    liabilities                                                                            |                                              |           | 20,032   |              |  |  | 18,381   |         
|Deferred income taxes                                                                                                 |                                              |           | 4,529    |              |  |  | 4,364    |         
|                                                                                                                     
|Total liabilities                                                                                                     |                                              |           | 281,266  |              |  |  | 298,738  |         
|Stockholders
    equity                                                                                              |                                              |           |          |              |  |  |          |         
|Common stock, $.10 par value
    (10,000 shares authorized, 10 shares issued and
    outstanding) and paid-in capital |                                              |           | 5,760    |              |  |  | 5,760    |         
|Retained earnings                                                                                                     |                                              |           | 15,849   |              |  |  | 15,190   |         
|Accumulated other comprehensive
    income                                                                            |                                              |           | 930      |              |  |  | 828      |         
|                                                                                                                     
|Total stockholders equity                                                                                            |                                              |           | 22,539   |              |  |  | 21,778   |         
|                                                                                                                     
|Total liabilities and
    stockholders equity                                                                        |                                              |           | $303,805 |              |  |  | $320,516 |         
|                                                                                                                     



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##### Table of Contents

Condensed Consolidated Statement of Changes in

Stockholders Equity (unaudited)

General Motors Acceptance Corporation

|                                                                                                |                                                                                                 |      |         |      |   |  |         |   | 
|----------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ---- | ------- | ---- | - |  | ------- | - | 
|Three months ended March 31, ($ in millions)                                                    |                                                                                                 | 2006 |         | 2005
|                                                                                               
|Common stock and paid-in
    capital                                                            |                                                                                                 |      |         |      |   |  |         |  
|Balance at beginning of year and at
    March 31,                                               |                                                                                                 |      | $5,760  |      |   |  | $5,760  |  
|                                                                                               
|Retained earnings                                                                               |                                                                                                 |      |         |      |   |  |         |  
|Balance at beginning of year                                                                    |                                                                                                 |      | 15,190  |      |   |  | 15,491  |  
|Net income                                                                                      |                                                                                                 |      | 672     |      |   |  | 728     |  
|Cumulative effect of a change in
    accounting principle, net of income taxes                  |                                                                                                 |      |         |      |   |  |        |  
|                                                                                                | Transfer of unrealized loss for
    certain available for sale securities to trading securities |      |         | (17  | ) |  |         |  | 
|                                                                                                | Recognize mortgage servicing rights
    at fair value                                           |      |         | 4    |   |  |         |  | 
|Dividends paid                                                                                  |                                                                                                 |      |        |      |   |  | (500    | )
|                                                                                               
|Balance at March 31,                                                                            |                                                                                                 |      | 15,849  |      |   |  | 15,719  |  
|                                                                                               
|Accumulated other comprehensive
    income (loss)                                               |                                                                                                 |      |         |      |   |  |         |  
|Balance at beginning of year                                                                    |                                                                                                 |      | 828     |      |   |  | 1,166   |  
|Other comprehensive income (loss)                                                               |                                                                                                 |      | 85      |      |   |  | (177    | )
|Transfer of unrealized loss for
    certain available for sale securities to trading securities |                                                                                                 |      | 17      |      |   |  |        |  
|                                                                                               
|Balance at March 31,                                                                            |                                                                                                 |      | 930     |      |   |  | 989     |  
|                                                                                               
|Total stockholders
    equity                                                                  |                                                                                                 |      |         |      |   |  |         |  
|Balance at beginning of year                                                                    |                                                                                                 |      | 21,778  |      |   |  | 22,417  |  
|Net income                                                                                      |                                                                                                 |      | 672     |      |   |  | 728     |  
|Recognize mortgage servicing rights
    at fair value                                           |                                                                                                 |      | 4       |      |   |  |        |  
|Dividends paid                                                                                  |                                                                                                 |      |        |      |   |  | (500    | )
|Other comprehensive income (loss)                                                               |                                                                                                 |      | 85      |      |   |  | (177    | )
|                                                                                               
|Total stockholders equity at
    March 31,                                                     |                                                                                                 |      | $22,539 |      |   |  | $22,468 |  
|                                                                                               
|Comprehensive income                                                                            |                                                                                                 |      |         |      |   |  |         |  
|Net income                                                                                      |                                                                                                 |      | $672    |      |   |  | $728    |  
|Other comprehensive income (loss)                                                               |                                                                                                 |      | 85      |      |   |  | (177    | )
|Recognize mortgage servicing rights
    at fair value                                           |                                                                                                 |      | 4       |      |   |  |        |  
|                                                                                               
|Comprehensive income                                                                            |                                                                                                 |      | $761    |      |   |  | $551    |  
|                                                                                               



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##### Table of Contents

Condensed Consolidated Statement of Cash Flows (unaudited)

General Motors Acceptance Corporation

|                                                                 |  |      |         |   |      |  |         |  
|---------------------------------------------------------------- |  | ---- | ------- | - | ---- |  | ------- | -
|Three months ended March 31, ($ in millions)                     |  | 2006 |         |   | 2005 | 
|                                                                
|Operating activities                                             |  |      |         |   |      |  |         |  
|Net cash used in operating
    activities                        |  |      | ($1,978 | ) |      |  | ($6,729 | )
|                                                                
|Investing activities                                             |  |      |         |   |      |  |         |  
|Purchases of available for sale
    securities                   |  |      | (5,399  | ) |      |  | (6,041  | )
|Proceeds from sales of available
    for sale securities         |  |      | 1,290   |   |      |  | 1,230   |  
|Proceeds from maturities of
    available for sale securities    |  |      | 3,618   |   |      |  | 1,901   |  
|Net increase in finance receivables
    and loans                |  |      | (24,943 | ) |      |  | (19,253 | )
|Proceeds from sales of finance
    receivables and loans         |  |      | 32,782  |   |      |  | 29,681  |  
|Purchases of operating lease assets                              |  |      | (4,524  | ) |      |  | (3,672  | )
|Disposals of operating lease assets                              |  |      | 1,625   |   |      |  | 1,395   |  
|Change in notes receivable from
    General Motors               |  |      | (206    | ) |      |  | 1,450   |  
|Purchases of mortgage servicing
    rights, net                  |  |      | (56     | ) |      |  | (104    | )
|Acquisitions of subsidiaries, net
    of cash acquired           |  |      | (322    | ) |      |  |        |  
|Proceeds from sale of business
    units, net (a)                |  |      | 7,943   |   |      |  |        |  
|Other, net (b)                                                   |  |      | (801    | ) |      |  | (2,061  | )
|                                                                
|Net cash provided by investing
    activities                    |  |      | 11,007  |   |      |  | 4,526   |  
|                                                                
|Financing activities                                             |  |      |         |   |      |  |         |  
|Net change in short-term debt                                    |  |      | (5,567  | ) |      |  | 150     |  
|Proceeds from issuance of long-term
    debt                     |  |      | 23,766  |   |      |  | 10,532  |  
|Repayments of long-term debt                                     |  |      | (26,749 | ) |      |  | (16,127 | )
|Other financing activities                                       |  |      | 1,081   |   |      |  | 1,566   |  
|Dividends paid                                                   |  |      |        |   |      |  | (500    | )
|                                                                
|Net cash used in financing
    activities                        |  |      | (7,469  | ) |      |  | (4,379  | )
|                                                                
|Effect of exchange rate changes on
    cash and cash equivalents |  |      | (3      | ) |      |  | (76     | )
|                                                                
|Net increase (decrease) in cash and
    cash equivalents         |  |      | 1,557   |   |      |  | (6,658  | )
|Cash and cash equivalents at
    beginning of year (c)           |  |      | 15,795  |   |      |  | 22,718  |  
|                                                                
|Cash and cash equivalents at March
    31                        |  |      | $17,352 |   |      |  | $16,060 |  
|                                                                

|    |                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Includes proceeds from sale of GMAC Commercial Mortgage of
    approximately $1.5 billion, proceeds from repayment of
    intercompany loans with GMAC Commercial Mortgage of
    approximately $7.3 billion, $250 of which was received in
    preferred equity, and net of cash transferred to buyer of
    approximately $650.
|(b) | Includes $558 and $586 for the three months ended March 31,
    2006 and 2005, respectively, related to securities lending
    transactions where cash collateral is received and a
    corresponding liability is recorded, both of which are presented
    in investing activities.                                            
|(c) | Includes $371 of cash and cash equivalents in GMAC Commercial
    Mortgage classified as reporting segment held for sale as of
    December 31, 2005.                                                                                                                                                                            



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

General Motors Acceptance Corporation

| |   |  |  |                          
| | - |  |  | -------------------------
| | 1 |  |  | Basis of
    Presentation





10-K




Disclosures about Segments of an Enterprise and
Related Information


Change in Accounting Principle


Accounting for Servicing
of Financial Assets available-for






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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

General Motors Acceptance Corporation

Recently Issued Accounting Standards

Financial Accounting Standards Board (FASB) Staff Position
(FSP) FAS 115-1
and
124-1 
In November 2005 the FASB issued FSP
FAS 115-1 and
124-1 to address the
determination as to when an investment is considered impaired,
whether that impairment is other than temporary and the
measurement of an impaired loss. This FSP nullified certain
requirements of Emerging Issues Task
Force 03-1 The
Meaning of
Other-Than-Temporary
Impairment and Its Application to Certain Investments(EITF 03-1),
and references existing
other-than-temporary
guidance. Furthermore, this FSP creates a three-step process in
determining when an investment is considered impaired, whether
that impairment is other than temporary and the measurement of
an impairment loss. This FSP is effective for reporting periods
beginning after December 15, 2005. Adoption of this FSP did
not have a material impact on our financial condition or results
of operations.

Statement of Position 05-1  In September 2005
the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position 05-1, Accounting by
Insurance Enterprises for Deferred Acquisition Costs in
Connection with Modifications or Exchanges of Insurance
Contracts(SOP 05-1). SOP 05-1 provides guidance on
accounting for deferred acquisition costs on internal
replacements of insurance contracts. SOP 05-1 defines an
internal replacement and specifies the conditions that determine
whether the replacement contract is substantially or
unsubstantially changed from the replaced contract. An internal
replacement determined to result in a substantially changed
contract should be accounted for as an extinguishment of the
replaced contract, and unamortized deferred acquisition costs
and unearned revenue liabilities of the replaced contract should
be no longer be deferred. An internal replacement determined to
result in an unsubstantially changed contract should be
accounted for as a continuation of the replaced asset. SOP 05-01
introduces the terms integrated and non-integrated contract
features and specifies that non-integrated features do not
change the base contract and are to be accounted for in a manner
similar to a separately issued contract. Integrated features are
evaluated in conjunction with the base contract. SOP 05-1 is
effective for internal replacements occurring in fiscal years
beginning after December 15, 2006. Management is assessing
the potential impact on our financial condition or results of
operations.

Statement of Financial Accounting Standards
No. 155  In February 2006 the Financial
Accounting Standards Board issued Statement of Financial
Standards No. 155 Accounting for Certain Hybrid
Financial Instruments  an amendment of FASB
Statements No. 133 and 140(SFAS 155). This
standard permits fair value remeasurement for any hybrid
financial instrument that contains an embedded derivative that
otherwise would require bifurcation. SFAS 155 allows an
entity to make an irrevocable election to measure such a hybrid
financial instrument at fair value on an
instrument-by-instrument basis. The standard eliminates the
prohibition on a QSPE from holding a derivative financial
instrument that pertains to a beneficial interest other than
another derivative financial instrument. SFAS 155 also
clarifies which interest-only and principal-only strips are not
subject to the requirements of SFAS 133 as well as
determines that concentrations of credit risk in the form of
subordination are not embedded derivatives. SFAS 155 is
effective for all financial instruments acquired or issued after
the beginning of the fiscal year that begins after
September 15, 2006. Management is assessing the potential
impact on our financial condition or results of operations.

Statement of Financial Accounting Standards
No. 154  In May 2005, the Financial
Accounting Standards Board issued Statement of Financial
Accounting Standards No. 154, Accounting Changes and
Error Corrections(SFAS 154), that addresses accounting
for changes in accounting principle, changes in accounting
estimates, changes required by an accounting pronouncement in
the instance that the pronouncement does not include specific
transition provisions and error correction. SFAS 154
requires retrospective application to prior periods
financial statements of changes in accounting principle and
error correction unless impracticable to do so. SFAS 154
states an exception to retrospective application when a change
in accounting principle, or the method of applying it, may be
inseparable from the effect of a change in accounting estimate.
When a change in principle is inseparable from a change in
estimate, such as depreciation, amortization or depletion, the
change to the financial statements is to be presented in a
prospective manner. SFAS 154 and the required disclosures
are effective for accounting changes and error corrections in
fiscal years beginning after December 15, 2005.

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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

General Motors Acceptance Corporation

| |   |  |  |                            
| | - |  |  | ---------------------------
|
| | 2 |  |  | Mortgage Banking
    Income



|                                                                        |  |      |      |      |  |  |      |  
|----------------------------------------------------------------------- |  | ---- | ---- | ---- |  |  | ---- | -
|Three months ended March 31, ($ in millions)                            |  | 2006 |      | 2005
|                                                                       
|Mortgage servicing fees                                                 |  |      | $413 |      |  |  | $397 |  
|Amortization and impairment of
    mortgage servicing rights (MSRs) (a) |  |      | (23  | )    |  |  | (165 | )
|Change in fair value (a)                                                |  |      | 195  |      |  |  |     |  
|Net gains (losses) on
    derivatives related to MSRs (b)               |  |      | (381 | )    |  |  | (24  | )
|                                                                       
|Net loan servicing income                                               |  |      | 204  |      |  |  | 208  |  
|Gains from sales of loans                                               |  |      | 310  |      |  |  | 395  |  
|Mortgage processing fees                                                |  |      | 28   |      |  |  | 30   |  
|Other                                                                   |  |      | 42   |      |  |  | 62   |  
|                                                                       
|Mortgage banking income (c)                                             |  |      | $584 |      |  |  | $695 |  
|                                                                       

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | The results for the quarter ended March 31, 2006, reflect
    the adoption of the fair value measurement method of accounting
    for MSRs for the ResCap class of servicing assets as permitted
    by SFAS 156. We have adopted SFAS 156 effective
    January 1, 2006, and the retrospective application of
    SFAS 156 is not permitted. For the class of MSR assets on
    our Condensed Consolidated Balance Sheet during the quarter
    relating to GMAC Commercial Mortgage, the amortization method of
    accounting was elected and amounts include additions to the
    valuation allowance representing impairment considered to be
    temporary. | 
|(b) | Includes SFAS 133 hedge ineffectiveness, amounts excluded
    from the hedge effectiveness calculation and the change in value
    of derivative financial instruments not qualifying for hedge
    accounting.                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|(c) | Excludes net gains realized upon the sale of investment
    securities used to manage risk associated with mortgage
    servicing rights which are reflected as a component of
    investment income.                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 

9



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

General Motors Acceptance Corporation

| |   |  |  |                 
| | - |  |  | ----------------
|
| | 3 |  |  | Other
    Income



|                                                          |                                    |                                                     |        |    |      |   |      |    |      |  
|--------------------------------------------------------- | ---------------------------------- | --------------------------------------------------- | ------ | -- | ---- | - | ---- | -- | ---- | -
|Three months ended March 31, ($ in millions)              |                                    | 2006                                                |        |    | 2005 |  
|                                                         
|Automotive receivable
    securitizations and sales       |                                    |                                                     |        |    |      |   |      |   
|                                                          | Gains (losses) on sales:           |                                                     |        |    |      |   |      |    |     
|                                                          |                                    | Wholesale securitizations                           |        |    | $149 |   |      |    | $145 |  
|                                                          |                                    | Retail automotive whole loan sales
    transactions |        |    | (41  | ) |      |    | (29  | )
|                                                          |                                    | Retail automotive securitizations                   |        |    | (54  | ) |      |    | (1   | )
|                                                          | Interest on cash reserves deposits |                                                     |        | 28 |      |   |      | 24 |     
|                                                          | Service fees                       |                                                     |        | 59 |      |   |      | 23 |     
|                                                          | Other                              |                                                     |        | 22 |      |   |      | 22 |     
|                                                         
|Total automotive receivable
    securitizations and sales |                                    |                                                     | 163    |    |      |   | 184  |   
|Real estate services                                      |                                    |                                                     | 144    |    |      |   | 131  |   
|Interest and service fees on
    transactions with GM (a) |                                    |                                                     | 147    |    |      |   | 110  |   
|Other interest revenue                                    |                                    |                                                     | 120    |    |      |   | 94   |   
|Interest on cash equivalents                              |                                    |                                                     | 119    |    |      |   | 98   |   
|Full service leasing fees                                 |                                    |                                                     | 64     |    |      |   | 44   |   
|Late charges and other
    administrative fees            |                                    |                                                     | 41     |    |      |   | 42   |   
|Insurance service fees                                    |                                    |                                                     | 30     |    |      |   | 37   |   
|Factoring commissions                                     |                                    |                                                     | 15     |    |      |   | 19   |   
|Specialty lending fees                                    |                                    |                                                     | 15     |    |      |   | 14   |   
|Fair value adjustment on certain
    derivatives (b)      |                                    |                                                     | (8     | )  |      |   | (8   | ) 
|Other                                                     |                                    |                                                     | 209    |    |      |   | 211  |   
|                                                         
|Total other income                                        |                                    |                                                     | $1,059 |    |      |   | $976 |   
|                                                         

|    |                                                                                                                                                    | 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Refer to Note 9 to the Condensed Consolidated Financial
    Statements for a description of interest and service fees on
    transactions with GM. | 
|(b) | Refer to Note 8 to our Condensed Consolidated Financial
    Statements for a description of derivative instruments and
    hedging activities.     | 

| |   |  |  |                             
| | - |  |  | ----------------------------
|
| | 4 |  |  | Other Operating
    Expenses



|                                                   |  |      |        |   |      |  |      |  
|-------------------------------------------------- |  | ---- | ------ | - | ---- |  | ---- | -
|Three months ended March 31, ($ in millions)       |  | 2006 |        |   | 2005 | 
|                                                  
|Insurance commissions                              |  |      | $243   |   |      |  | $235 |  
|Technology and communications
    expense          |  |      | 130    |   |      |  | 139  |  
|Professional services                              |  |      | 105    |   |      |  | 104  |  
|Advertising and marketing                          |  |      | 84     |   |      |  | 103  |  
|Premises and equipment depreciation                |  |      | 65     |   |      |  | 73   |  
|Rent and storage                                   |  |      | 67     |   |      |  | 67   |  
|Full service leasing vehicle
    maintenance costs |  |      | 60     |   |      |  | 61   |  
|Lease and loan administration                      |  |      | 54     |   |      |  | 43   |  
|Auto remarketing and repossession                  |  |      | 47     |   |      |  | 29   |  
|Amortization of intangible assets                  |  |      | 6      |   |      |  | 3    |  
|Operating lease disposal gain                      |  |      | (49    | ) |      |  | (96  | )
|Other                                              |  |      | 361    |   |      |  | 165  |  
|                                                  
|Total other operating expenses                     |  |      | $1,173 |   |      |  | $926 |  
|                                                  

10



---



##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

General Motors Acceptance Corporation

| |   |  |  |                                  
| | - |  |  | ---------------------------------
|
| | 5 |  |  | Finance
    Receivables and Loans



|                                            |                           |                                 |          |         |                   |  |         |         |       |  |          |         |        |         |          |         |        |  |         |         |       |  |          |         |        | 
|------------------------------------------- | ------------------------- | ------------------------------- | -------- | ------- | ----------------- |  | ------- | ------- | ----- |  | -------- | ------- | ------ | ------- | -------- | ------- | ------ |  | ------- | ------- | ----- |  | -------- | ------- | ------ | 
|                                            |                           | March 31, 2006                  |          |         | December 31, 2005 | 
|                                            |                           |                                 |          |         |                   | 
|($ in millions)                             |                           | Domestic                        |          |         | Foreign           |  |         | Total   |       |  | Domestic |         |        | Foreign |          |         | Total  | 
|                                           
|Consumer                                    |                           |                                 |          |         |                   |  |         |         |       |  |          |         |        |         |          |         |        |  |         |         |       |  |          |        
|                                            | Retail automotive         |                                 |          | $47,563 |                   |  |         | $18,079 |       |  |          | $65,642 |        |         |          | $53,789 |        |  |         | $17,663 |       |  |          | $71,452 |       
|                                            | Residential mortgages     |                                 |          | 69,899  |                   |  |         | 3,854   |       |  |          | 73,753  |        |         |          | 65,040  |        |  |         | 3,919   |       |  |          | 68,959  |       
|                                           
|Total consumer                              |                           |                                 | 117,462  |         |                   |  | 21,933  |         |       |  | 139,395  |         |        |         | 118,829  |         |        |  | 21,582  |         |       |  | 140,411  |        
|Commercial                                  |                           |                                 |          |         |                   |  |         |         |       |  |          |         |        |         |          |         |        |  |         |         |       |  |          |        
|                                            | Automotive:               |                                 |          |         |                   |  |         |         |       |  |          |         |        |         |          |         |        |  |         |         |       |  |          |         |       
|                                            |                           | Wholesale                       |          |         | 14,109            |  |         |         | 7,625 |  |          |         | 21,734 |         |          |         | 13,202 |  |         |         | 7,372 |  |          |         | 20,574 | 
|                                            |                           | Leasing and lease financing     |          |         | 394               |  |         |         | 741   |  |          |         | 1,135  |         |          |         | 461    |  |         |         | 767   |  |          |         | 1,228  | 
|                                            |                           | Term loans to dealers and other |          |         | 2,840             |  |         |         | 708   |  |          |         | 3,548  |         |          |         | 2,397  |  |         |         | 719   |  |          |         | 3,116  | 
|                                            | Commercial and industrial |                                 |          | 13,541  |                   |  |         | 1,916   |       |  |          | 15,457  |        |         |          | 14,908  |        |  |         | 2,028   |       |  |          | 16,936  |       
|                                            | Real estate construction  |                                 |          | 2,722   |                   |  |         | 131     |       |  |          | 2,853   |        |         |          | 2,558   |        |  |         | 119     |       |  |          | 2,677   |       
|                                            | Commercial mortgage       |                                 |          | 43      |                   |  |         |        |       |  |          | 43      |        |         |          | 43      |        |  |         |        |       |  |          | 43      |       
|                                           
|Total commercial                            |                           |                                 | 33,649   |         |                   |  | 11,121  |         |       |  | 44,770   |         |        |         | 33,569   |         |        |  | 11,005  |         |       |  | 44,574   |        
|                                           
|Total finance receivables and
    loans (a) |                           |                                 | $151,111 |         |                   |  | $33,054 |         |       |  | $184,165 |         |        |         | $152,398 |         |        |  | $32,587 |         |       |  | $184,985 |        
|                                           

|    |                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------
|(a) | Net of unearned income of $5,448 and $5,868 as of March 31,
    2006 and December 31, 2005, respectively.



|                                             |                                             |          |        |            |      |       |      |          |     |            |        |       |      |   |        |      |      |   |      |     |    |   |        |      |      |  
|-------------------------------------------- | ------------------------------------------- | -------- | ------ | ---------- | ---- | ----- | ---- | -------- | --- | ---------- | ------ | ----- | ---- | - | ------ | ---- | ---- | - | ---- | --- | -- | - | ------ | ---- | ---- | -
|                                             |                                             | 2006     |        | 2005      
|                                             |                                             |          |        |           
|Three months ended March 31, ($ in millions) |                                             | Consumer |        | Commercial |      | Total |      | Consumer |     | Commercial |        | Total
|                                            
|Allowance at beginning of period             |                                             |          | $2,683 |            |      |       | $433 |          |     |            | $3,116 |       |      |   | $2,951 |      |      |   | $471 |     |    |   | $3,422 |     
|                                             | Provision for credit losses                 |          |        | 157        |      |       |      | (22      | )   |            |        | 135   |      |   |        | 305  |      |   |      | 24  |    |   |        | 329  |     
|                                             | Charge-offs                                 |          |        |            |      |       |      |          |     |            |        |       |      |   |        |      |      |   |      |     |    |   |        |      |     
|                                             |                                             | Domestic |        |            | (321 | )     |      |          | (46 | )          |        |       | (367 | ) |        |      | (346 | ) |      |     | (7 | ) |        |      | (353 | )
|                                             |                                             | Foreign  |        |            | (45  | )     |      |          | (1  | )          |        |       | (46  | ) |        |      | (51  | ) |      |     | (4 | ) |        |      | (55  | )
|                                            
|                                             | Total charge-offs                           |          |        | (366       | )    |       |      | (47      | )   |            |        | (413  | )    |   |        | (397 | )    |   |      | (11 | )  |   |        | (408 | )   
|                                            
|                                             | Recoveries                                  |          |        |            |      |       |      |          |     |            |        |       |      |   |        |      |      |   |      |     |    |   |        |      |     
|                                             |                                             | Domestic |        |            | 53   |       |      |          | 5   |            |        |       | 58   |   |        |      | 47   |   |      |     | 2  |   |        |      | 49   |  
|                                             |                                             | Foreign  |        |            | 13   |       |      |          | 2   |            |        |       | 15   |   |        |      | 14   |   |      |     |   |   |        |      | 14   |  
|                                            
|                                             | Total recoveries                            |          |        | 66         |      |       |      | 7        |     |            |        | 73    |      |   |        | 61   |      |   |      | 2   |    |   |        | 63   |     
|                                            
|                                             | Net charge-offs                             |          |        | (300       | )    |       |      | (40      | )   |            |        | (340  | )    |   |        | (336 | )    |   |      | (9  | )  |   |        | (345 | )   
|                                             | Impacts of foreign currency
    translation |          |        | 1          |      |       |      | (2       | )   |            |        | (1    | )    |   |        | (9   | )    |   |      | (3  | )  |   |        | (12  | )   
|                                             | Securitization activity                     |          |        | 1          |      |       |      |         |     |            |        | 1     |      |   |        | (2   | )    |   |      | (2  | )  |   |        | (4   | )   
|                                            
|Allowance at March 31,                       |                                             |          | $2,542 |            |      |       | $369 |          |     |            | $2,911 |       |      |   | $2,909 |      |      |   | $481 |     |    |   | $3,390 |     
|                                            

11



---



##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

General Motors Acceptance Corporation

| |   |  |  |                              
| | - |  |  | -----------------------------
| | 6 |  |  | Mortgage
    Servicing Rights



|                                                      |                                                                                   |      |       |      |  
|----------------------------------------------------- | --------------------------------------------------------------------------------- | ---- | ----- | ---- | -
|Three months ended March 31, ($ in millions)          |                                                                                   | 2006
|                                                     
|Estimated fair value at
    January 1, 2006           |                                                                                   | $    | 4,021 |     
|Additions obtained from sales of
    financial assets |                                                                                   |      | 310   |     
|Changes in fair value:                                |                                                                                   |      |       |     
|                                                      | Due to changes in valuation inputs
    or assumptions used in the valuation model |      |       | 359  |  
|                                                      | Other changes in fair value                                                       |      |       | (164 | )
|                                                     
|Estimated fair value at
    March 31, 2006            |                                                                                   | $    | 4,526 |     
|                                                     







|                           |  |       |           | 
|-------------------------- |  | ----- | --------- | 
|March 31, 2006             |  | Total
|                          
|Range of prepayment speeds |  |       | 7.0-38.4% | 
|Range of discount rate     |  |       | 8.0-14.0% | 
|                          





|                                                                                  |  |      |     | 
|--------------------------------------------------------------------------------- |  | ---- | --- | 
|Three months ended March 31, ($ in millions)                                      |  | 2006
|                                                                                 
|Contractual servicing fees (net of
    guarantee fees and including subservicing) |  | $    | 321 | 
|Late fees                                                                         |  |      | 30  | 
|Ancillary fees                                                                    |  |      | 23  | 
|                                                                                 
|Total                                                                             |  | $    | 374 | 
|                                                                                 

12



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

General Motors Acceptance Corporation

The following table, which includes GMAC Commercial Mortgage
activity, summarizes activity and related amortization of MSRs
carried at lower of cost or fair value.

|                                             |  |      |        |  
|-------------------------------------------- |  | ---- | ------ | -
|Three months ended March 31, ($ in millions) |  | 2005 |       
|                                            
|Balance at beginning of period               |  |      | $4,819 |  
|Originations and purchases, net of
    sales |  |      | 397    |  
|Amortization                                 |  |      | (269   | )
|SFAS 133 hedge valuation
    adjustments     |  |      | 125    |  
|Other than temporary impairment              |  |      | (14    | )
|                                            
|Balance at March 31,                         |  |      | 5,058  |  
|Valuation allowance                          |  |      | (811   | )
|                                            
|Carrying value at March 31,                  |  |      | $4,247 |  
|                                            
|Estimated fair value at
    March 31,        |  |      | $4,348 |  
|                                            



|                                               |  |      |      |  
|---------------------------------------------- |  | ---- | ---- | -
|Three months ended March 31, ($ in millions)   |  | 2005 |     
|                                              
|Valuation allowance at beginning of
    period |  |      | $929 |  
|Additions (deductions) (a)                     |  |      | (104 | )
|Other than temporary impairment                |  |      | (14  | )
|                                              
|Valuation allowance at
    March 31,           |  |      | $811 |  
|                                              

|    |                                                                                                 | 
|--- | ----------------------------------------------------------------------------------------------- | 
|(a) | Changes to the valuation allowance are reflected as a component
    of mortgage banking income. | 



| |   |  |  |     
| | - |  |  | ----
|
| | 7 |  |  | Debt



|                          |                                         |                     |          |        |                   |  |         |       |        |  |          |        |         |         |          |        |         |  |         |       |        |  |          |        |         | 
|------------------------- | --------------------------------------- | ------------------- | -------- | ------ | ----------------- |  | ------- | ----- | ------ |  | -------- | ------ | ------- | ------- | -------- | ------ | ------- |  | ------- | ----- | ------ |  | -------- | ------ | ------- | 
|                          |                                         | March 31, 2006      |          |        | December 31, 2005 | 
|                          |                                         |                     |          |        |                   | 
|($ in millions)           |                                         | Domestic            |          |        | Foreign           |  |         | Total |        |  | Domestic |        |         | Foreign |          |        | Total   | 
|                          |                                        
|Short-term debt           |                                         |                     |          |        |                   |  |         |       |        |  |          |        |         |         |          |        |         |  |         |       |        |  |          |       
|                          | Commercial paper                        |                     |          | $162   |                   |  |         | $318  |        |  |          | $480   |         |         |          | $227   |         |  |         | $297  |        |  |          | $524   |        
|                          | Demand notes                            |                     |          | 5,297  |                   |  |         | 100   |        |  |          | 5,397  |         |         |          | 5,928  |         |  |         | 119   |        |  |          | 6,047  |        
|                          | Bank loans and overdrafts               |                     |          | 1,048  |                   |  |         | 4,777 |        |  |          | 5,825  |         |         |          | 1,165  |         |  |         | 5,487 |        |  |          | 6,652  |        
|                          | Repurchase agreements and
    other (a) |                     |          | 20,172 |                   |  |         | 4,803 |        |  |          | 24,975 |         |         |          | 22,330 |         |  |         | 5,954 |        |  |          | 28,284 |        
|                         
|Total short-term debt     |                                         |                     | 26,679   |        |                   |  | 9,998   |       |        |  | 36,677   |        |         |         | 29,650   |        |         |  | 11,857  |       |        |  | 41,507   |       
|Long-term debt            |                                         |                     |          |        |                   |  |         |       |        |  |          |        |         |         |          |        |         |  |         |       |        |  |          |       
|                          | Senior indebtedness:                    |                     |          |        |                   |  |         |       |        |  |          |        |         |         |          |        |         |  |         |       |        |  |          |        |        
|                          |                                         | Due within one year |          |        | 29,218            |  |         |       | 11,685 |  |          |        | 40,903  |         |          |        | 31,286  |  |         |       | 10,443 |  |          |        | 41,729  | 
|                          |                                         | Due after one year  |          |        | 146,180           |  |         |       | 22,863 |  |          |        | 169,043 |         |          |        | 147,307 |  |         |       | 23,862 |  |          |        | 171,169 | 
|                         
|Total long-term debt      |                                         |                     | 175,398  |        |                   |  | 34,548  |       |        |  | 209,946  |        |         |         | 178,593  |        |         |  | 34,305  |       |        |  | 212,898  |       
|Fair value adjustment (b) |                                         |                     | (668     | )      |                   |  | (14     | )     |        |  | (682     | )      |         |         |         |        |         |  | 2       |       |        |  | 2        |       
|                         
|Total debt                |                                         |                     | $201,409 |        |                   |  | $44,532 |       |        |  | $245,941 |        |         |         | $208,243 |        |         |  | $46,164 |       |        |  | $254,407 |       
|                         

|    |                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Repurchase agreements consist of secured financing arrangements
    with third parties at our mortgage operations. Other primarily
    includes non-bank secured borrowings, as well as Notes payable
    to GM. Refer to Note 9 to the Condensed Consolidated
    Financial Statements for further details.
|(b) | To adjust designated fixed rate debt to fair value in accordance
    with SFAS 133.                                                                                                                                                                                                                         

13



---



##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

General Motors Acceptance Corporation

The following summarizes assets that are restricted as
collateral for the payment of the related debt obligation
primarily arising from securitization transactions accounted for
as secured borrowings and repurchase agreements.

|                                                         |       |           |         |              |  |        |         |          |  |  |         |          |  |  |         |          | 
|-------------------------------------------------------- | ----- | --------- | ------- | ------------ |  | ------ | ------- | -------- |  |  | ------- | -------- |  |  | ------- | -------- | 
|                                                         |       | March 31, |         | December 31,
|                                                         |       | 2006      |         | 2005        
|                                                         |       |           |         |             
|                                                         |       |           |         | Related      |  |        |         | Related 
|                                                         |       |           |         | secured      |  |        |         | secured 
|($ in millions)                                          |       | Assets    |         | debt (a)     |  | Assets |         | debt (a)
|                                                        
|Loans held for sale                                      |       |           | $14,868 |              |  |        | $12,223 |          |  |  | $16,147 |          |  |  | $12,647 |         
|Mortgage assets held for sale or
    held for investment |       |           | 81,246  |              |  |        | 71,957  |          |  |  | 78,820  |          |  |  | 71,083  |         
|Retail automotive finance
    receivables                |       |           | 20,242  |              |  |        | 18,456  |          |  |  | 20,427  |          |  |  | 18,888  |         
|Wholesale automotive finance
    receivables             |       |           | 578     |              |  |        | 442     |          |  |  |        |          |  |  |        |         
|Investment securities                                    |       |           | 3,058   |              |  |        | 3,817   |          |  |  | 3,631   |          |  |  | 4,205   |         
|Investment in operating leases, net                      |       |           | 16,255  |              |  |        | 14,130  |          |  |  | 13,136  |          |  |  | 11,707  |         
|Real estate investments and other
    assets             |       |           | 6,511   |              |  |        | 3,262   |          |  |  | 4,771   |          |  |  | 2,608   |         
|                                                        
|                                                         | Total |           |         | $142,758     |  |        |         | $124,287 |  |  |         | $136,932 |  |  |         | $121,138 | 
|                                                        

|    |                                                                                                                                                                                                                                                                                   | 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Included as part of secured debt are repurchase agreements of
    $9,972 and $9,897 where we have pledged assets, reflected as
    investment securities, as collateral for approximately the same
    amount of debt at March 31, 2006, and
    December 31, 2005, respectively. | 

Liquidity Facilities




|                                |                                                                                 |            |        |             |  |                 |        |                  |  |         |      |         |  |         |      |         |  |  |        |      |  |  |        |      |  |  |        |      |  |  |        |      | 
|------------------------------- | ------------------------------------------------------------------------------- | ---------- | ------ | ----------- |  | --------------- | ------ | ---------------- |  | ------- | ---- | ------- |  | ------- | ---- | ------- |  |  | ------ | ---- |  |  | ------ | ---- |  |  | ------ | ---- |  |  | ------ | ---- | 
|                                |                                                                                 | Committed  |        | Uncommitted |  | Total liquidity |        | Unused liquidity
|                                |                                                                                 | facilities |        | facilities  |  | facilities      |        | facilities      
|                                |                                                                                 |            |        |             |  |                 |        |                 
|                                |                                                                                 | Mar 31,    |        | Dec 31,     |  | Mar 31,         |        | Dec 31,          |  | Mar 31, |      | Dec 31, |  | Mar 31, |      | Dec 31,
|($ in billions)                 |                                                                                 | 2006       |        | 2005        |  | 2006            |        | 2005             |  | 2006    |      | 2005    |  | 2006    |      | 2005   
|                               
|Automotive operations:          |                                                                                 |            |        |             |  |                 |        |                  |  |         |      |         |  |         |      |         |  |  |        |      |  |  |        |      |  |  |        |      |  |  |        |     
|                                | Syndicated multi-currency global
    credit facility (a)                        |            |        | $7.4        |  |                 |        | $7.4             |  |         |      | $      |  |         |      | $      |  |  |        | $7.4 |  |  |        | $7.4 |  |  |        | $7.4 |  |  |        | $7.4 | 
|Mortgage operations (b)         |                                                                                 |            | 3.9    |             |  |                 | 3.9    |                  |  |         | 0.7  |         |  |         | 0.9  |         |  |  | 4.6    |      |  |  | 4.8    |      |  |  | 2.2    |      |  |  | 2.2    |     
|Other:                          |                                                                                 |            |        |             |  |                 |        |                  |  |         |      |         |  |         |      |         |  |  |        |      |  |  |        |      |  |  |        |      |  |  |        |     
|                                | U.S. asset-backed commercial paper
    liquidity and receivables facilities (c) |            |        | 21.5        |  |                 |        | 21.5             |  |         |      |        |  |         |      |        |  |  |        | 21.5 |  |  |        | 21.5 |  |  |        | 21.5 |  |  |        | 21.5 | 
|                                | Other foreign facilities (d)                                                    |            |        | 2.9         |  |                 |        | 2.9              |  |         |      | 7.9     |  |         |      | 7.5     |  |  |        | 10.8 |  |  |        | 10.4 |  |  |        | 1.9  |  |  |        | 1.7  | 
|                               
|Total bank liquidity facilities |                                                                                 |            | 35.7   |             |  |                 | 35.7   |                  |  |         | 8.6  |         |  |         | 8.4  |         |  |  | 44.3   |      |  |  | 44.1   |      |  |  | 33.0   |      |  |  | 32.8   |     
|                               
|Secured funding facilities (e)  |                                                                                 |            | 108.0  |             |  |                 | 114.9  |                  |  |         |     |         |  |         |     |         |  |  | 108.0  |      |  |  | 114.9  |      |  |  | 72.7   |      |  |  | 79.1   |     
|                               
|Total                           |                                                                                 |            | $143.7 |             |  |                 | $150.6 |                  |  |         | $8.6 |         |  |         | $8.4 |         |  |  | $152.3 |      |  |  | $159.0 |      |  |  | $105.7 |      |  |  | $111.9 |     
|                               

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The entire $7.4 is available for use in the U.S., $0.8 is
    available for use by GMAC (UK) plc and $0.8 is available
    for use by GMAC International Finance B.V. in Europe.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(b) | In July 2005 ResCap closed a $3.5 syndication of its bank
    facilities, consisting of a $1.75 syndication term loan, an
    $875 million syndication line of credit committed through
    July 2008 and a $875 million syndicated line of credit
    committed through July 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(c) | Relates to New Center Asset Trust (NCAT) and Mortgage Interest
    Networking Trust (MINT), which are special purpose entities
    administered by us for the purpose of funding assets as part of
    our securitization and mortgage warehouse funding programs.
    These entities fund assets primarily through the issuance of
    asset-backed commercial paper and represent an important source
    of liquidity to us. At March 31, 2006, NCAT had commercial
    paper outstanding of $12.1, which is not consolidated in the
    Condensed Consolidated Balance Sheet. At March 31, 2006,
    MINT had commercial paper outstanding of $2.0, which is
    reflected as secured debt in the Condensed Consolidated Balance
    Sheet.
|(d) | Consists primarily of credit facilities supporting operations in
    Canada, Europe, Latin America and Asia-Pacific.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(e) | Consists of committed secured funding facilities with
    third-parties, including commitments with third-party
    asset-backed commercial paper conduits, as well as forward flow
    sale agreements with third-parties and repurchase facilities.
    Amounts include five year commitments that we entered into in
    2005 with remaining capacity to sell up to $59 of retail
    automotive receivables to a third-party purchaser through June
    2010.                                                                                                                                                                                                                                                                              

364-day


14



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

General Motors Acceptance Corporation

unsecured debt to total stockholders equity to no greater
than 11.0:1, under certain conditions. More specifically, the
covenant is only applicable on the last day of any fiscal
quarter (other than the fiscal quarter during which a change in
rating occurs) during such times that we have senior unsecured
long-term debt outstanding, without third-party enhancement,
which is rated BBB+ or less (by Standard &
Poors), or Baa1 or less (by Moodys). Our leverage
ratio covenant was 6.6:1 at March 31, 2006, and we are,
therefore, in compliance with this covenant. The leverage
covenant calculation excludes from debt those securitization
transactions accounted for as on-balance sheet secured
financings.

| |   |  |  |                                                  
| | - |  |  | -------------------------------------------------
|
| | 8 |  |  | Derivative
    Instruments and Hedging Activities





|                                           |                                                  |                      |       |      |    |                                 |       |     |    |   |                               |                        
|------------------------------------------ | ------------------------------------------------ | -------------------- | ----- | ---- | -- | ------------------------------- | ----- | --- | -- | - | ----------------------------- | -----------------------
|Three months ended March 31,               |                                                  |                      |       |      |    |                                
|($ in millions)                            |                                                  | 2006                 |       | 2005 |    | Income Statement Classification
|                                          
|Fair value hedge ineffectiveness
    loss: |                                                  |                      |       |      |    |                                 |       |     |    |  
|                                           | Debt obligations                                 |                      |       | ($25 | )  |                                 |       | ($4 | )  |   | Interest and discount expense
|                                           | Mortgage servicing rights                        |                      |       |     |    |                                 |       | (27 | )  |   | Mortgage banking income      
|Cash flow hedge ineffectiveness
    gain:  |                                                  |                      |       |      |    |                                 |       |     |    |  
|                                           | Debt obligations                                 |                      |       | 1    |    |                                 |       | 3   |    |   | Interest and discount expense
|Economic hedge change in fair value:       |                                                  |                      |       |      |    |                                 |       |     |    |  
|                                           | Off-balance sheet securitization
    activities: |                      |       |      |    |                                 |       |     |    |   |                              
|                                           |                                                  | Financing operations |       |      | (8 | )                               |       |     | (8 | ) |                               | Other income           
|                                           |                                                  | Mortgage operations  |       |      |   |                                 |       |     | 1  |   |                               | Mortgage banking income
|                                           | Foreign currency debt (a)                        |                      |       | 52   |    |                                 |       | (90 | )  |   | Interest and discount expense
|                                           | Loans held for sale or investment                |                      |       | 110  |    |                                 |       | 54  |    |   | Mortgage banking income      
|                                           | Mortgage servicing rights                        |                      |       | (381 | )  |                                 |       | (36 | )  |   | Mortgage banking income      
|                                           | Mortgage related securities                      |                      |       | (7   | )  |                                 |       | (43 | )  |   | Investment income            
|                                           | Other                                            |                      |       | 17   |    |                                 |       | 10  |    |   | Other income                 
|                                           |                                                  |                     
|Total gain (loss)                          |                                                  |                      | ($241 | )    |    |                                 | ($140 | )   |    |  
|                                          

|    |                                                                                                                                                                       | 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Amount represents the difference between the changes in the fair
    values of the currency swap, net of the revaluation of the
    related foreign denominated debt. | 



15



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

General Motors Acceptance Corporation

| |   |  |  |                                 
| | - |  |  | --------------------------------
|
| | 9 |  |  | Transactions
    with Affiliates



Balance Sheet




|                                                              |                                                        |                |       |                   |   |  |       |        |  
|------------------------------------------------------------- | ------------------------------------------------------ | -------------- | ----- | ----------------- | - |  | ----- | ------ | -
|($ in millions)                                               |                                                        | March 31, 2006 |       | December 31, 2005
|                                                             
|Assets:                                                       |                                                        |                |       |                   |   |  |       |       
|Finance receivables and loans, net
    of unearned income (a) |                                                        |                |       |                   |   |  |       |       
|                                                              | Wholesale auto financing                               |                |       | $964              |   |  |       | $1,159 |  
|                                                              | Term loans to dealers                                  |                |       | 169               |   |  |       | 207    |  
|Investment in operating leases,
    net (b)                   |                                                        |                | 108   |                   |   |  | 108   |       
|Notes receivable from GM (c)                                  |                                                        |                | 4,785 |                   |   |  | 4,565 |       
|Other assets                                                  |                                                        |                |       |                   |   |  |       |       
|                                                              | Real estate synthetic lease (d)                        |                |       | 1,022             |   |  |       | 1,005  |  
|                                                              | Receivable related to taxes (due
    from GM) (e)      |                |       | 635               |   |  |       | 690    |  
|Liabilities:                                                  |                                                        |                |       |                   |   |  |       |       
|Unsecured debt                                                |                                                        |                |       |                   |   |  |       |       
|                                                              | Notes payable to GM                                    |                |       | 1,162             |   |  |       | 1,190  |  
|Accrued expenses and
    liabilities (f)                      |                                                        |                |       |                   |   |  |       |       
|                                                              | Wholesale payable                                      |                |       | 1,013             |   |  |       | 802    |  
|                                                              | Subvention receivables (rate and
    residual support) |                |       | (298              | ) |  |       | (133   | )
|                                                              | Insurance premium and contract
    receivable, net     |                |       | (102              | ) |  |       | (81    | )
|                                                              | Lease pull ahead receivable                            |                |       | (102              | ) |  |       | (189   | )
|                                                              | Other                                                  |                |       | (340              | ) |  |       | (246   | )
|Stockholders equity:                                         |                                                        |                |       |                   |   |  |       |       
|                                                              | Dividends paid (g)                                     |                |       |                  |   |  |       | 2,500  |  
|                                                             

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|(a) | Represents wholesale financing and term loans to certain
    dealerships wholly owned by GM or in which GM has a controlling
    interest. All of these amounts are included in finance
    receivables and loans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|(b) | Includes net balance of buildings and other equipment classified
    as operating lease assets that are leased to GM affiliated
    entities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|(c) | Includes borrowing arrangements with GM Opel and GM of Canada
    and arrangements related to our funding of GM company-owned
    vehicles, rental car vehicles awaiting sale at auction, our
    funding of the sale of GM vehicles through the use of overseas
    distributors and amounts related to a GM trade supplier finance
    program. In addition, we provide wholesale financing to GM for
    vehicles in which GM retains title while the vehicles are
    consigned to us or dealers in the UK. The financing to GM
    remains outstanding until the title is transferred to the
    dealers. The amount of financing provided to GM under this
    arrangement varies based on inventory levels. | 
|(d) | During 2000 we entered into a 16-year lease arrangement with GM,
    under which we agreed to fund and capitalize improvements to
    three Michigan properties leased by GM totaling
    $1.2 billion. In 2004 the lease arrangement was increased
    to $1.3 billion. The total construction advances as of
    March 31, 2006, and December 31, 2005, were $987 and
    $971, respectively.                                                                                                                                                                                                                                                                                                                    | 
|(e) | In March 2006 GMAC recorded an intercompany tax receivable from
    GM of $635. The receivable is comprised of federal net operating
    loss carryforward of $556, charitable contributions carryforward
    of $12 and foreign tax credit carryforward of $67. We believe
    that the intercompany tax receivable is realizable as GM has
    determined that it is more likely than not that the tax
    attributes will be utilized in the remaining carryforward period.                                                                                                                                                                                                                                     | 
|(f) | Includes (receivables) payables from GM as follows:
    wholesale settlements payable to GM, subvention receivables due
    from GM and notes payable due from GM, which are included in
    accrued expenses, other liabilities and debt, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|(g) | The 2005 amount represents dividends of $500 in each of the
    first three quarters and $1.0 billion in the fourth quarter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 



16



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

General Motors Acceptance Corporation

Retail and lease contracts acquired by us that included rate and
residual subvention from GM, payable directly to us or
indirectly to GM dealers as a percent of total new retail and
lease contracts acquired, were as follows:

|                                                    |                           |      |  |      |   |  |  |    |  
|--------------------------------------------------- | ------------------------- | ---- |  | ---- | - |  |  | -- | -
|Three months ended March 31,                        |                           | 2006 |  | 2005
|                                                   
|GM and affiliates subvented
    contracts acquired: |                           |      |  |      |   |  |  |   
|                                                    | North American operations |      |  | 89   | % |  |  | 70 | %
|                                                    | International operations  |      |  | 58   |   |  |  | 60 |  
|                                                   



Income Statement




|                                             |                                                              |      |    |      |   |  |     |      |  
|-------------------------------------------- | ------------------------------------------------------------ | ---- | -- | ---- | - |  | --- | ---- | -
|Three months ended March 31, ($ in millions) |                                                              | 2006 |    | 2005
|                                            
|Net financing revenue:                       |                                                              |      |    |      |   |  |     |     
|                                             | GM and affiliates lease residual
    value support           |      |    | $167 |   |  |     | $103 |  
|                                             | Wholesale subvention and service
    fees from GM            |      |    | 43   |   |  |     | 53   |  
|                                             | Interest paid on loans from GM                               |      |    | (17  | ) |  |     | (9   | )
|                                             | Consumer lease payments (a)                                  |      |    | 40   |   |  |     | 34   |  
|Insurance premiums earned from GM            |                                                              |      | 72 |      |   |  | 103 |     
|Other income:                                |                                                              |      |    |      |   |  |     |     
|                                             | Interest on notes receivable from
    GM and affiliates      |      |    | 69   |   |  |     | 54   |  
|                                             | Interest on wholesale
    settlements (b)                    |      |    | 44   |   |  |     | 28   |  
|                                             | Revenues from GM leased properties                           |      |    | 26   |   |  |     | 18   |  
|Service fee income:                          |                                                              |      |    |      |   |  |     |     
|                                             | GMAC of Canada operating lease
    administration (c)        |      |    |     |   |  |     | 6    |  
|                                             | Rental car repurchases held for
    resale (d)               |      |    | 8    |   |  |     | 4    |  
|Expense:                                     |                                                              |      |    |      |   |  |     |     
|                                             | Employee retirement plan costs
    allocated by GM           |      |    | 29   |   |  |     | 46   |  
|                                             | Off-lease vehicle selling expense
    reimbursement (e)      |      |    | (5   | ) |  |     | (10  | )
|                                             | Payments to GM for services, rent
    and marketing expenses |      |    | 14   |   |  |     | 53   |  
|                                            

|    |                                                                                                                                                                                                                                                                                                                                                                                                       | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | GM sponsors lease pull-ahead programs whereby consumers are
    encouraged to terminate lease contracts early in conjunction
    with the acquisition of a new GM vehicle with the
    customers remaining payment obligation waived. For certain
    programs, GM compensates us for the waived payments, adjusted
    based on the remarketing results associated with the underlying
    vehicle. | 
|(b) | The settlement terms related to the wholesale financing of
    certain GM products are at shipment date. To the extent that
    wholesale settlements with GM are made prior to the expiration
    of transit, we receive interest from GM.                                                                                                                                                           | 
|(c) | GMAC of Canada, Limited administered operating lease receivables
    on behalf of GM of Canada Limited (GMCL) and received a
    servicing fee, which was included in other income. As of October
    2005, GMAC of Canada no longer administers these operating lease
    receivables.                                                                                                               | 
|(d) | We receive a servicing fee from GM related to the resale of
    rental car repurchases.                                                                                                                                                                                                                                                                                                               | 
|(e) | An agreement with GM provides for the reimbursement of certain
    selling expenses incurred by us on off-lease vehicles sold by GM
    at auction.                                                                                                                                                                                                                                                   | 



17



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

General Motors Acceptance Corporation

In addition to residual support programs, GM also participates
in a risk sharing arrangement whereby GM shares equally in
residual losses to the extent that remarketing proceeds are
below GMACs standard residual rates (limited to a floor).
Based on the March 31, 2006 outstanding U.S. operating
lease portfolio, the amount that we would expect to be paid by
GM under the risk sharing program would not be material. The
maximum amount that could be paid under the risk sharing
arrangements is approximately $1.9 billion and would only
be paid in the unlikely event that the proceeds from all
outstanding lease vehicles would be lower than GMACs
standard residual rates. The amounts in the foregoing table
represent the amounts paid in the first quarter of 2006 and 2005
under both the residual support and risk sharing programs.

In addition to the financing arrangements summarized in the
foregoing table, GM has a $4 billion revolving line of
credit from GMAC that expires in September 2006. This credit
line is used for general operating and seasonal working capital
purposes and to reduce external liquidity requirements. As of
March 31, 2006, and December 31, 2005, there were no
amounts outstanding on this line.

| |    |  |  |                        
| | -- |  |  | -----------------------
|
| | 10 |  |  | Segment
    Information



|                                                   |  |                          |          |                |  |            |         |            |  |           |          |              |  |  |         |  |  |  |          |   |  |  |          |  
|-------------------------------------------------- |  | ------------------------ | -------- | -------------- |  | ---------- | ------- | ---------- |  | --------- | -------- | ------------ |  |  | ------- |  |  |  | -------- | - |  |  | -------- | -
|                                                   |  | Financing operations (a) |          |                |  |            |         |            |  |          
|                                                   |  |                          |          |                |  |            |         |            |  |          
|                                                   |  | North                    |          |                |  |            |         |            |  |           |          |             
|Three months ended March 31,                       |  | American                 |          | International  |  |            |         | Insurance  |  |           |          |             
|($ in millions)                                    |  | Operations (b)           |          | Operations (b) |  | ResCap (c) |         | operations |  | Other (d) |          | Consolidated
|                                                  
|2006                                               |  |                          |          |                |  |            |         |            |  |           |          |              |  |  |         |  |  |  |          |   |  |  |          |  
|Net revenue before provision for
    credit losses |  |                          | $1,218   |                |  |            | $352    |            |  |           | $264     |              |  |  | $      |  |  |  | $306     |   |  |  | $2,140   |  
|Provision for credit losses                        |  |                          | (14      | )              |  |            | 7       |            |  |           | (123     | )            |  |  |        |  |  |  | (5       | ) |  |  | (135     | )
|Other revenue                                      |  |                          | 744      |                |  |            | 217     |            |  |           | 800      |              |  |  | 1,141   |  |  |  | 9        |   |  |  | 2,911    |  
|                                                  
|Total net revenue                                  |  |                          | 1,948    |                |  |            | 576     |            |  |           | 941      |              |  |  | 1,141   |  |  |  | 310      |   |  |  | 4,916    |  
|Noninterest expense                                |  |                          | 1,675    |                |  |            | 392     |            |  |           | 602      |              |  |  | 955     |  |  |  | 304      |   |  |  | 3,928    |  
|                                                  
|Income before income tax expense                   |  |                          | 273      |                |  |            | 184     |            |  |           | 339      |              |  |  | 186     |  |  |  | 6        |   |  |  | 988      |  
|Income tax expense (benefit)                       |  |                          | 100      |                |  |            | 55      |            |  |           | 138      |              |  |  | 57      |  |  |  | (34      | ) |  |  | 316      |  
|                                                  
|Net income                                         |  |                          | $173     |                |  |            | $129    |            |  |           | $201     |              |  |  | $129    |  |  |  | $40      |   |  |  | $672     |  
|                                                  
|Total assets                                       |  |                          | $155,293 |                |  |            | $30,288 |            |  |           | $121,914 |              |  |  | $13,739 |  |  |  | ($17,429 | ) |  |  | $303,805 |  
|                                                  
|2005                                               |  |                          |          |                |  |            |         |            |  |           |          |              |  |  |         |  |  |  |          |   |  |  |          |  
|Net revenue before provision for
    credit losses |  |                          | $1,134   |                |  |            | $376    |            |  |           | $420     |              |  |  | $      |  |  |  | $257     |   |  |  | $2,187   |  
|Provision for credit losses                        |  |                          | (148     | )              |  |            | (30     | )          |  |           | (133     | )            |  |  |        |  |  |  | (18      | ) |  |  | (329     | )
|Other revenue                                      |  |                          | 618      |                |  |            | 195     |            |  |           | 837      |              |  |  | 1,038   |  |  |  | 153      |   |  |  | 2,841    |  
|                                                  
|Total net revenue                                  |  |                          | 1,604    |                |  |            | 541     |            |  |           | 1,124    |              |  |  | 1,038   |  |  |  | 392      |   |  |  | 4,699    |  
|Noninterest expense                                |  |                          | 1,435    |                |  |            | 392     |            |  |           | 595      |              |  |  | 895     |  |  |  | 279      |   |  |  | 3,596    |  
|                                                  
|Income before income tax expense                   |  |                          | 169      |                |  |            | 149     |            |  |           | 529      |              |  |  | 143     |  |  |  | 113      |   |  |  | 1,103    |  
|Income tax expense                                 |  |                          | 41       |                |  |            | 42      |            |  |           | 207      |              |  |  | 48      |  |  |  | 37       |   |  |  | 375      |  
|                                                  
|Net income                                         |  |                          | $128     |                |  |            | $107    |            |  |           | $322     |              |  |  | $95     |  |  |  | $76      |   |  |  | $728     |  
|                                                  
|Total assets                                       |  |                          | $182,331 |                |  |            | $31,189 |            |  |           | $98,295  |              |  |  | $11,921 |  |  |  | ($8,508  | ) |  |  | $315,228 |  
|                                                  

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Financing operations in the MD&A also includes the
    Commercial Finance Group, which is a separate operating segment
    and is included in Other.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b) | North American Operations consist of automotive financing in the
    U.S. and Canada. International Operations consists of automotive
    financing and full service leasing in all other countries and
    Puerto Rico. Beginning April 1, 2006, Puerto Rico is now
    included in the North American Operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(c) | Refer to Note 1 to the Condensed Consolidated Financial
    Statements for a discussion on changes to the reportable
    operating segments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(d) | Represents our Commercial Finance Group, GMAC Commercial
    Mortgage Operations, certain corporate activities related to the
    Mortgage Group, reclassifications and eliminations between the
    reporting segments. At March 31, 2006, total assets were
    $7 billion for the Commercial Finance Group, $500 for the
    corporate activities of the Mortgage Group and
    ($25.0) billion in eliminations. As a result of the sale of
    approximately 78% of its equity in GMAC Commercial Mortgage, the
    remaining equity method investment is reflected in this segment.
    Refer to Note 1 to the Condensed Consolidated Financial
    Statements for a discussion on changes to the reportable
    operating segments. Net income related to GMAC Commercial
    Mortgage was $29 and $63 for the period ended March 31,
    2006 and 2005, respectively. Additionally, total assets includes
    our investment in Capmark of $682 at March 31, 2006, and
    assets related to GMAC Commercial Mortgage of $15.8 billion
    at March 31, 2005.

18



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

General Motors Acceptance Corporation

| |    |  |  |                      
| | -- |  |  | ---------------------
|
| | 11 |  |  | Subsequent
    Events

Sale of a Controlling Interest in GMAC












19



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##### Table of Contents

Managements Discussion and Analysis

General Motors Acceptance Corporation



Overview

We are a leading global financial services firm with
approximately $304 billion of assets and operations in
approximately 40 countries. Founded in 1919 as a wholly owned
subsidiary of General Motors Corporation, GMAC was originally
established to provide GM dealers with the automotive financing
necessary to acquire and maintain vehicle inventories and to
provide retail customers the means by which to finance vehicle
purchases through GM dealers. Our products and services have
expanded beyond automotive financing as we currently operate in
three primary lines of business  Financing, Mortgage
and Insurance. Refer to our 2005 Annual Report on
Form 10-K for a
more complete description of our business activities, along with
the products and services offered and the market competition.

Net income for our businesses is summarized as follows:

|                                             |  |      |      |      |  |   |      |   |  | 
|-------------------------------------------- |  | ---- | ---- | ---- |  | - | ---- | - |  | 
|Three months ended March 31, ($ in millions) |  | 2006 |      | 2005 |  |  
|                                            
|Financing (a)                                |  | $    | 313  |      |  | $ | 248  |   |  | 
|Mortgage                                     |  |      | 230  |      |  |   | 385  |   |  | 
|Insurance                                    |  |      | 129  |      |  |   | 95   |   |  | 
|                                            
|Net income                                   |  | $    | 672  |      |  | $ | 728  |   |  | 
|                                            
|Return on average equity
    (annualized)    |  |      | 12.1 | %    |  |   | 12.9 | % |  | 
|                                            

|    |                                                                                                                                                                                                                                   | 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Includes North America and International automotive finance
    segments, separately identified in Note 10 to the Condensed
    Consolidated Financial Statements, as well as our Commercial
    Finance Group operating segment. | 















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General Motors Acceptance Corporation



Financing Operations

Our Financing operations offer a wide range of financial
services and products (directly and indirectly) to retail
automotive consumers, automotive dealerships and other
commercial businesses. Our Finance operations are comprised of
two separate reporting segments  North American
Automotive Finance Operations and International Automotive
Finance Operations  and one operating
segment  Commercial Finance Group. The products and
services offered by our Financing operations include the
purchase of retail installment sales contracts and leases,
extension of term loans, dealer floor plan financing and other
lines of credit to dealers, fleet leasing and factoring of
receivables. Refer to
pages 21-31 of our
2005 Annual Report on
Form 10-K for
further discussion of the business profile of our Financing
operations.

Results of Operations

The following table summarizes the operating results of our
Financing operations for the periods indicated. The amounts
presented are before the elimination of balances and
transactions with our other reporting segments.

|                                             |                         |      |          |       |  |        |          |       |  |  |          |     |   |  |     |    |  
|-------------------------------------------- | ----------------------- | ---- | -------- | ----- |  | ------ | -------- | ----- |  |  | -------- | --- | - |  | --- | -- | -
|Three months ended March 31, ($ in millions) |                         | 2006 |          | 2005  |  | Change |          | %    
|                                            
|Revenue                                      |                         |      |          |       |  |        |          |       |  |  |          |     |   |  |     |   
|Consumer                                     |                         |      | $1,425   |       |  |        | $1,710   |       |  |  | ($285    | )   |   |  | (17 | ) 
|Commercial                                   |                         |      | 461      |       |  |        | 472      |       |  |  | (11      | )   |   |  | (2  | ) 
|Operating leases                             |                         |      | 1,930    |       |  |        | 1,666    |       |  |  | 264      |     |   |  | 16  |   
|                                             |                         |      |          |      
|                                             | Total financing revenue |      |          | 3,816 |  |        |          | 3,848 |  |  |          | (32 | ) |  |     | (1 | )
|Interest and discount expense                |                         |      | (2,124   | )     |  |        | (2,231   | )     |  |  | 107      |     |   |  | 5   |   
|Provision for credit losses                  |                         |      | (9       | )     |  |        | (182     | )     |  |  | 173      |     |   |  | 95  |   
|                                             |                         |      |          |      
|                                             | Net financing revenue   |      |          | 1,683 |  |        |          | 1,435 |  |  |          | 248 |   |  |     | 17 |  
|Other income                                 |                         |      | 896      |       |  |        | 777      |       |  |  | 119      |     |   |  | 15  |   
|Depreciation expense on operating
    leases |                         |      | (1,440   | )     |  |        | (1,270   | )     |  |  | (170     | )   |   |  | (13 | ) 
|Noninterest expense                          |                         |      | (665     | )     |  |        | (602     | )     |  |  | (63      | )   |   |  | (10 | ) 
|Income tax expense                           |                         |      | (161     | )     |  |        | (92      | )     |  |  | (69      | )   |   |  | (75 | ) 
|                                             |                         |      |          |      
|Net income                                   |                         |      | $313     |       |  |        | $248     |       |  |  | $65      |     |   |  | 26  |   
|                                            
|Total assets                                 |                         |      | $185,077 |       |  |        | $212,806 |       |  |  | ($27,729 | )   |   |  | (13 | ) 
|                                            











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General Motors Acceptance Corporation

addition, the effective tax rate for the Financing operations
was 33.9% for the period ended March 31, 2006, as compared
to 27.0% for the comparable period in 2005. The increase in the
rate is due to the impact of favorable tax items related to
changes in reserve requirements and a lower state and local tax
accrual rate in 2005 in our North American Automotive Finance
Operations.

Financing Volume

The following table summarizes our new vehicle consumer
financing volume, our share of GM retail sales, and our
wholesale financing of new vehicles and related share of GM
sales to dealers in markets where we operate.

|                                                  |                                                 |                  |       |          |       |      |     |      |     |    
|------------------------------------------------- | ----------------------------------------------- | ---------------- | ----- | -------- | ----- | ---- | --- | ---- | --- | ---
|                                                  |                                                 |                  |       | Share of
|                                                  |                                                 | GMAC volume      |       | GM sales
|                                                  |                                                 |                  |       |         
|Three months ended March 31, (units in thousands) |                                                 | 2006             |       | 2005     |       | 2006 |     | 2005
|                                                 
|New vehicle consumer
    financing                |                                                 |                  |       |          |       |      |     |     
|GM vehicles                                       |                                                 |                  |       |          |       |      |     |     
|                                                  | North America                                   |                  |       |          |       |      |     |      |    
|                                                  |                                                 | Retail contracts |       | 188      |       | 312  |     | 26%  |     | 38%
|                                                  |                                                 | Leases           |       | 165      |       | 137  |     | 22%  |     | 17%
|                                                 
|                                                  | Total North America                             |                  | 353   |          | 449   |      | 48% |      | 55%
|                                                  | International (retail contracts and
    leases) |                  | 135   |          | 127   |      | 25% |      | 28%
|                                                  |                                                 |                  |       |         
|Total GM units financed                           |                                                 | 488              |       | 576      |       | 38%  |     | 45% 
|                                                  |                                                 |                  |       |          |       |     
|Non-GM units financed                             |                                                 | 16               |       | 15       |       |      |     |     
|                                                  |                                                 |                  |       |         
|                                                  | Total consumer automotive financing
    volume  |                  | 504   |          | 591   |      |     |      |    
|                                                  |                                                 |                  |       |          |       |     
|Wholesale financing of new
    vehicles           |                                                 |                  |       |          |       |      |     |     
|GM vehicles                                       |                                                 |                  |       |          |       |      |     |     
|                                                  | North America                                   |                  | 920   |          | 879   |      | 76% |      | 80%
|                                                  | International                                   |                  | 660   |          | 573   |      | 92% |      | 90%
|                                                  |                                                 |                  |       |         
|Total GM units financed                           |                                                 | 1,580            |       | 1,452    |       | 82%  |     | 84% 
|                                                  |                                                 |                  |       |          |       |     
|Non-GM units financed                             |                                                 | 41               |       | 43       |       |      |     |     
|                                                  |                                                 |                  |       |         
|                                                  | Total wholesale volume                          |                  | 1,621 |          | 1,495 |      |     |      |    
|                                                  |                                                 |                  |       |         



Consumer Credit




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General Motors Acceptance Corporation

are currently outstanding and, therefore, represent seasoned
accounts. A seasoned portfolio that excludes delinquent accounts
historically results in better credit performance in the managed
portfolio than in the on-balance sheet portfolio of retail
finance receivables. In addition, the current off-balance sheet
transactions are comprised mainly of subvented rate retail
finance receivables, which generally attract higher quality
customers (or otherwise cash purchasers) than customers
typically associated with non-subvented receivables.

The managed portfolio includes retail receivables held
on-balance sheet for investment and receivables securitized and
sold that we continue to service and have a continued
involvement in (i.e., in which we retain an interest or risk of
loss in the underlying receivables), but excludes securitized
and sold finance receivables that we continue to service but
have no other continuing involvement (serviced-only portfolio).
We believe that the disclosure of the credit experience of the
managed portfolio presents a more complete presentation of our
credit exposure because the managed basis reflects not only
on-balance sheet receivables but also securitized assets to
which we retain a risk of loss in the underlying assets
(typically in the form of a subordinated retained interest).
Consistent with the presentation in the Condensed Consolidated
Balance Sheet, retail contracts presented in the table represent
the principal balance of the finance receivable discounted for
any unearned rate support received from GM.

|                                             |  |           |         |              |  |                 |  |      |  |       |  |      
|-------------------------------------------- |  | --------- | ------- | ------------ |  | --------------- |  | ---- |  | ----- |  | -----
|                                             |  | Average   |         | Charge-offs, |  |                
|                                             |  | retail    |         | net of       |  | Annualized net 
|                                             |  | contracts |         | recoveries   |  | charge-off rate
|                                             |  |           |         |              |  |                
|Three months ended March 31, ($ in millions) |  | 2006      |         | 2006         |  | 2005            |  | 2006 |  | 2005 
|                                            
|Managed                                      |  |           |         |              |  |                 |  |      |  |       |  |      
|North America                                |  |           | $59,076 |              |  | $164            |  | $193 |  | 1.11% |  | 0.96%
|International                                |  |           | 14,772  |              |  | 27              |  | 35   |  | 0.73% |  | 0.93%
|                                             |  |           |         |             
|Total managed                                |  |           | $73,848 |              |  | $191            |  | $228 |  | 1.03% |  | 0.95%
|                                            
|On-balance sheet                             |  |           |         |              |  |                 |  |      |  |       |  |      
|North America                                |  |           | $53,881 |              |  | $159            |  | $190 |  | 1.18% |  | 1.00%
|International                                |  |           | 14,772  |              |  | 27              |  | 35   |  | 0.73% |  | 0.93%
|                                             |  |           |         |             
|Total on-balance sheet                       |  |           | $68,653 |              |  | $186            |  | $225 |  | 1.08% |  | 0.99%
|                                            



|                                                                                                                          | 
|------------------------------------------------------------------------------------------------------------------------- | 
|The following table summarizes pertinent delinquency experience
    in the consumer automotive retail contract portfolio. | 

|              |  |                              |  |                  |  |       |  |      
|------------- |  | ---------------------------- |  | ---------------- |  | ----- |  | -----
|              |  | Percent of retail contracts 
|              |  | 30 days or more past due (a)
|              |  |                             
|              |  | Managed                      |  | On-balance sheet
|              |  |                              |  |                 
|March 31,     |  | 2006                         |  | 2005             |  | 2006  |  | 2005 
|             
|North America |  | 2.34%                        |  | 2.09%            |  | 2.53% |  | 2.24%
|International |  | 2.54%                        |  | 2.67%            |  | 2.54% |  | 2.67%
|Total         |  | 2.40%                        |  | 2.24%            |  | 2.53% |  | 2.36%
|             

|    |                                                                                                                                                         | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Past due contracts are calculated on the basis of the average
    number of contracts delinquent during a month and exclude
    accounts in bankruptcy. | 



|                                                                                     |  |         |         |                  |  |      |        |      |  |  |         |   |  |  |        |   |  | 
|------------------------------------------------------------------------------------ |  | ------- | ------- | ---------------- |  | ---- | ------ | ---- |  |  | ------- | - |  |  | ------ | - |  | 
|                                                                                     |  | Managed |         | On-balance sheet
|                                                                                     |  |         |         |                 
|Three months ended March 31,                                                         |  | 2006    |         | 2005             |  | 2006 |        | 2005 |  | 
|                                                                                    
|Average retail contracts in
    bankruptcy (in units)                                |  |         | 103,521 |                  |  |      | 96,279 |      |  |  | 101,863 |   |  |  | 91,510 |   |  | 
|Bankruptcies as a percent of
    average number of contracts outstanding             |  |         | 2.83    | %                |  |      | 1.98   | %    |  |  | 2.93    | % |  |  | 2.02   | % |  | 
|Retail contract repossessions (in
    units)                                         |  |         | 25,133  |                  |  |      | 27,078 |      |  |  | 24,883  |   |  |  | 25,750 |   |  | 
|Annualized repossessions as a
    percent of average number of contracts outstanding |  |         | 2.73    | %                |  |      | 2.23   | %    |  |  | 2.84    | % |  |  | 2.28   | % |  | 
|                                                                                    

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General Motors Acceptance Corporation

The following table summarizes activity related to the consumer
allowance for credit losses for our Financing operations.

|                                            |          |      |        |      |   |  |        |      |  
|------------------------------------------- | -------- | ---- | ------ | ---- | - |  | ------ | ---- | -
|Period ended March 31, ($ in millions)      |          | 2006 |        | 2005
|                                           
|Allowance at beginning of period            |          |      | $1,618 |      |   |  | $2,035 |     
|Provision for credit losses                 |          |      | 28     |      |   |  | 177    |     
|Charge-offs                                 |          |      |        |      |   |  |        |     
|                                            | Domestic |      |        | (193 | ) |  |        | (221 | )
|                                            | Foreign  |      |        | (43  | ) |  |        | (50  | )
|                                           
|Total charge-offs                           |          |      | (236   | )    |   |  | (271   | )   
|                                           
|Recoveries                                  |          |      |        |      |   |  |        |     
|                                            | Domestic |      |        | 38   |   |  |        | 36   |  
|                                            | Foreign  |      |        | 13   |   |  |        | 11   |  
|                                           
|Total recoveries                            |          |      | 51     |      |   |  | 47     |     
|                                           
|Net charge-offs                             |          |      | (185   | )    |   |  | (224   | )   
|Impacts of foreign currency
    translation |          |      | 1      |      |   |  | (10    | )   
|Securitization activity                     |          |      | 1      |      |   |  |       |     
|                                           
|Allowance at March 31,                      |          |      | $1,463 |      |   |  | $1,978 |     
|Allowance coverage (a)                      |          |      | 2.23   | %    |   |  | 2.21   | %   
|                                           

|    |                                                                                                                                            | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------ | 
|(a) | Represents the related allowance for credit losses as a
    percentage of total on-balance sheet consumer automotive retail
    contracts. | 





Commercial Credit






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General Motors Acceptance Corporation

accounts have historically been securitized, the amount of
charge-offs on our managed portfolio is the same as the
on-balance sheet portfolio. As a result, only the on-balance
sheet commercial portfolio credit experience is presented in the
following table:

|                           |  |             |         |                    |  |         |      |           |  |  |      |   |  |  |        |   |  | 
|-------------------------- |  | ----------- | ------- | ------------------ |  | ------- | ---- | --------- |  |  | ---- | - |  |  | ------ | - |  | 
|                           |  | Total loans |         | Impaired loans (a)
|                           |  |             |         |                   
|                           |  | March 31,   |         | March 31,          |  | Dec 31, |      | March 31,
|($ in millions)            |  | 2006        |         | 2006               |  | 2005    |      | 2005      |  | 
|                          
|Wholesale                  |  |             | $21,734 |                    |  |         | $294 |           |  |  | $299 |   |  |  | $599   |   |  | 
|                           |  |             |         |                    |  |         | 1.35 | %         |  |  | 1.45 | % |  |  | 2.52   | % |  | 
|Other commercial financing |  |             | 10,444  |                    |  |         | 408  |           |  |  | 475  |   |  |  | 616    |   |  | 
|                           |  |             |         |                    |  |         | 3.91 | %         |  |  | 4.56 | % |  |  | 5.04   | % |  | 
|                          
|Total on-balance sheet     |  |             | $32,178 |                    |  |         | $702 |           |  |  | $774 |   |  |  | $1,215 |   |  | 
|                           |  |             |         |                    |  |         | 2.18 | %         |  |  | 2.50 | % |  |  | 3.38   | % |  | 
|                          

|    |                                                                                                                               | 
|--- | ----------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Includes loans where it is probable that we will be unable to
    collect all amounts due according to the terms of the loan. | 

|                                             |  |         |         |                        |  |      |      |   |  |  |      |   |  | 
|-------------------------------------------- |  | ------- | ------- | ---------------------- |  | ---- | ---- | - |  |  | ---- | - |  | 
|                                             |  | Average |         | Annualized charge-offs
|                                             |  | loans   |         | net of recoveries     
|                                             |  |         |         |                       
|Three months ended March 31, ($ in millions) |  | 2006    |         | 2006                   |  | 2005 |      |  
|                                            
|Wholesale                                    |  |         | $21,232 |                        |  |      | $   |   |  |  | $1   |   |  | 
|                                             |  |         |         |                        |  |      |     | % |  |  | 0.02 | % |  | 
|Other commercial financing                   |  |         | 10,251  |                        |  |      | 40   |   |  |  | 5    |   |  | 
|                                             |  |         |         |                        |  |      | 1.56 | % |  |  | 0.17 | % |  | 
|                                            
|Total on-balance sheet                       |  |         | $31,483 |                        |  |      | $40  |   |  |  | $6   |   |  | 
|                                             |  |         |         |                        |  |      | 0.51 | % |  |  | 0.06 | % |  | 
|                                            



|                                             |          |               |     |      |   |   |     |    |   |  | 
|-------------------------------------------- | -------- | ------------- | --- | ---- | - | - | --- | -- | - |  | 
|                                             |          | First Quarter
|                                             |          |              
|Three months ended March 31, ($ in millions) |          | 2006          |     | 2005 |   |  
|                                            
|Allowance at beginning of period             |          | $             | 245 |      |   | $ | 322 |    |   | 
|Provision for credit losses                  |          |               | (18 | )    |   |   | 5   |    |   | 
|Charge-offs                                  |          |               |     |      |   |   |     |    |   | 
|                                             | Domestic |               |     | (46  | ) |   |     | (7 | ) |  | 
|                                             | Foreign  |               |     | (1   | ) |   |     | (1 | ) |  | 
|                                            
|Total charge-offs                            |          |               | (47 | )    |   |   | (8  | )  |   | 
|                                            
|Recoveries                                   |          |               |     |      |   |   |     |    |   | 
|                                             | Domestic |               |     | 5    |   |   |     | 2  |   |  | 
|                                             | Foreign  |               |     | 2    |   |   |     |   |   |  | 
|                                            
|Total recoveries                             |          |               | 7   |      |   |   | 2   |    |   | 
|                                            
|Net charge-offs                              |          |               | (40 | )    |   |   | (6  | )  |   | 
|Impacts of foreign currency                  |          |               |    |      |   |   | (3  | )  |   | 
|                                            
|Allowance at end of period                   |          | $             | 187 |      |   | $ | 318 |    |   | 
|                                            



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Managements Discussion and Analysis

General Motors Acceptance Corporation



Mortgage Operations

Our Mortgage Operations are comprised of one reporting segment:
ResCap. Additionally, the Mortgage Operations includes an equity
interest in Capmark (formerly GMAC Commercial Mortgage), which
is reflected in Note 10 (Segment Information) in the
Other column. On March 23, 2006, we sold
approximately 78% of our equity in GMAC Commercial Mortgage for
approximately $1.5 billion in cash. Refer to Note 1 to
the Condensed Consolidated Financial Statements for further
details.

The principal activities of ResCap involve the origination,
purchase, servicing, sale and securitization of consumer (i.e.,
residential) and commercial mortgage loans and mortgage related
products (e.g., real estate services). Typically, mortgage loans
are originated and sold to investors in the secondary market,
including securitization transactions in which the assets are
legally sold but are accounted for as secured financings. For
additional information, please refer to ResCaps quarterly
report on
Form 10-Q for the
period ended March 31, 2006, filed separately with the SEC,
which report is not deemed incorporated into any of our filings
under the Securities Act or the Exchange Act.

Results of Operations

Net income for our Mortgage operations is summarized as follows:

|                                             |  |      |      |      |  |   |     | 
|-------------------------------------------- |  | ---- | ---- | ---- |  | - | --- | 
|Three months ended March 31, ($ in millions) |  | 2006 |      | 2005
|                                            
|ResCap                                       |  |      | $201 |      |  | $ | 322 | 
|Other (a)                                    |  |      | 29   |      |  |   | 63  | 
|                                            
|Net Income                                   |  |      | $230 |      |  | $ | 385 | 
|                                            

|    |                                               | 
|--- | --------------------------------------------- | 
|(a) | Represents GMAC Commercial Mortgage earnings. | 



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General Motors Acceptance Corporation

The following describes the results of operations for ResCap.

ResCap

The following table summarizes the operating results for ResCap
for the periods indicated. The amounts presented are before the
elimination of balances and transactions with our other
reporting segments.

|                                |  |      |          |   |      |  |         |        |  |  |         |   |  |  |        |  
|------------------------------- |  | ---- | -------- | - | ---- |  | ------- | ------ |  |  | ------- | - |  |  | ------ | -
|Three months ended March 31,    |  |      |          |   |      |  |         |       
|($ in millions)                 |  | 2006 |          |   | 2005 |  |         | Change |  |  | %       |  
|                                | 
|Revenue                         |  |      |          |   |      |  |         |        |  |  |         |   |  |  |        |  
|Total financing revenue         |  |      | $1,700   |   |      |  | $1,185  |        |  |  | $515    |   |  |  | 43     |  
|Interest and discount expense   |  |      | (1,436   | ) |      |  | (765    | )      |  |  | (671    | ) |  |  | (88    | )
|Provision for credit losses     |  |      | (123     | ) |      |  | (133    | )      |  |  | 10      |   |  |  | 8      |  
|                                |  |      |         
|Net financing revenue           |  |      | 141      |   |      |  | 287     |        |  |  | (146    | ) |  |  | (51    | )
|Mortgage servicing fees         |  |      | 375      |   |      |  | 349     |        |  |  | 26      |   |  |  | 8      |  
|MSR amortization and impairment |  |      |         |   |      |  | (140    | )      |  |  | 140     |   |  |  | 100    |  
|Change in fair value            |  |      | 195      |   |      |  |        |        |  |  | 195     |   |  |  | 100    |  
|MSR risk management activities  |  |      | (381     | ) |      |  | (24     | )      |  |  | (357    | ) |  |  | (1,488 | )
|                                |  |      |         
|Net loan serving income         |  |      | 189      |   |      |  | 185     |        |  |  | 4       |   |  |  | 2      |  
|Gains on sale of loans          |  |      | 267      |   |      |  | 329     |        |  |  | (62     | ) |  |  | (19    | )
|Other income                    |  |      | 344      |   |      |  | 323     |        |  |  | 21      |   |  |  | 7      |  
|Noninterest expense             |  |      | (602     | ) |      |  | (595    | )      |  |  | (7      | ) |  |  | (1     | )
|Income tax expense              |  |      | (138     | ) |      |  | (207    | )      |  |  | 69      |   |  |  | 33     |  
|                                |  |      |         
|Net income                      |  |      | $201     |   |      |  | $322    |        |  |  | ($121   | ) |  |  | (38    | )
|                               
|Investment securities           |  |      | $4,409   |   |      |  | $7,144  |        |  |  | ($2,735 | ) |  |  | (38    | )
|Loans held for sale             |  |      | 18,171   |   |      |  | 16,312  |        |  |  | 1,859   |   |  |  | 11     |  
|Loans held for investment, net  |  |      | 85,084   |   |      |  | 64,134  |        |  |  | 20,950  |   |  |  | 33     |  
|Mortgage servicing rights       |  |      | 4,526    |   |      |  | 3,672   |        |  |  | 854     |   |  |  | 23     |  
|Other assets                    |  |      | 9,724    |   |      |  | 7,033   |        |  |  | 2,691   |   |  |  | 38     |  
|                                |  |      |         
|Total assets                    |  |      | $121,914 |   |      |  | $98,295 |        |  |  | $23,619 |   |  |  | 24     |  
|                               









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Managements Discussion and Analysis

General Motors Acceptance Corporation

Mortgage Loan Production, Sales and Servicing

Our mortgage loan production for the three months ended
March 31, 2006 was $41.6 billion, an increase of 14.0%
compared to $36.5 billion in the same period in 2005. Our
domestic loan production increased 7.5% and international
mortgage loan production almost doubled in 2006 compared to the
same period in 2005. Our loan production increased, while the
overall domestic mortgage origination market declined, resulting
in an increase in our market share. The domestic mortgage
origination market was estimated to be $526 billion for the
three months ended March 31, 2006, a decrease of 12.0%,
compared to an estimated $598 billion for the comparable
period in 2005. The market share growth has been achieved
through effectively changing our product offerings, and pricing
in our markets.

The following summarizes mortgage loan production for the
periods indicated.

|                                             |                                              |                                   |  |         |         |  |  |         |         | 
|-------------------------------------------- | -------------------------------------------- | --------------------------------- |  | ------- | ------- |  |  | ------- | ------- | 
|Three months ended March 31, ($ in millions) |                                              | 2006                              |  | 2005   
|                                            
|Consumer:                                    |                                              |                                   |  |         |         |  |  |        
|                                             | Principal amount by product type:            |                                   |  |         |         |  |  |         |        
|                                             |                                              | Prime conforming                  |  |         | $8,569  |  |  |         | $14,188 | 
|                                             |                                              | Government                        |  |         | 861     |  |  |         | 1,197   | 
|                                             |                                              | Prime nonconforming               |  |         | 11,727  |  |  |         | 10,068  | 
|                                             |                                              | Prime second-lien                 |  |         | 5,815   |  |  |         | 2,488   | 
|                                             |                                              | Nonprime                          |  |         | 9,096   |  |  |         | 5,616   | 
|                                            
|                                             |                                              | Total U.S. production             |  |         | 36,068  |  |  |         | 33,557  | 
|                                             |                                              | International                     |  |         | 5,512   |  |  |         | 2,904   | 
|                                            
|                                             |                                              | Total                             |  |         | $41,580 |  |  |         | $36,461 | 
|                                            
|                                             | Principal amount by origination
    channel: |                                   |  |         |         |  |  |         |        
|                                             |                                              | Retail and direct channels        |  |         | $6,678  |  |  |         | $8,481  | 
|                                             |                                              | Correspondent and broker channels |  |         | 29,390  |  |  |         | 25,076  | 
|                                            
|                                             |                                              | Total U.S. production             |  |         | 36,068  |  |  |         | 33,557  | 
|                                             |                                              | International                     |  |         | 5,512   |  |  |         | 2,904   | 
|                                            
|                                             |                                              | Total                             |  |         | $41,580 |  |  |         | $36,461 | 
|                                            
|Number of loans (in units):                  |                                              |                                   |  |         |         |  |  |        
|                                             | Retail and direct channels                   |                                   |  | 60,888  |         |  |  | 66,401  |        
|                                             | Correspondent and broker channels            |                                   |  | 190,852 |         |  |  | 153,249 |        
|                                            
|                                             | Total U.S. production                        |                                   |  | 251,740 |         |  |  | 219,650 |        
|                                             | International                                |                                   |  | 26,511  |         |  |  | 14,621  |        
|                                            
|                                             | Total                                        |                                   |  | 278,251 |         |  |  | 234,271 |        
|                                            

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General Motors Acceptance Corporation

The following summarizes the residential mortgage servicing
portfolio for the periods indicated.

|                |                                                 |                     |  |              |          |   |  |           |          |  
|--------------- | ----------------------------------------------- | ------------------- |  | ------------ | -------- | - |  | --------- | -------- | -
|                |                                                 | March 31,           |  | December 31,
|($ in millions) |                                                 | 2006                |  | 2005        
|               
|Consumer:       |                                                 |                     |  |              |          |   |  |          
|                | Principal amount by product type:               |                     |  |              |          |   |  |           |         
|                |                                                 | Prime conforming    |  |              | $189,307 |   |  |           | $186,405 |  
|                |                                                 | Government          |  |              | 18,160   |   |  |           | 18,098   |  
|                |                                                 | Prime nonconforming |  |              | 83,103   |   |  |           | 76,980   |  
|                |                                                 | Prime second-lien   |  |              | 20,573   |   |  |           | 17,073   |  
|                |                                                 | Nonprime            |  |              | 57,108   |   |  |           | 56,373   |  
|               
|                |                                                 | Total U.S.          |  |              | 368,251  |   |  |           | 354,929  |  
|                |                                                 | International       |  |              | 24,865   |   |  |           | 23,711   |  
|               
|                | Total                                           |                     |  | $393,116     |          |   |  | $378,640  |         
|               
|                | Principal amount by investor
    composition:   |                     |  |              |          |   |  |           |         
|                |                                                 | Agency              |  |              | 46       | % |  |           | 43       | %
|                |                                                 | Private investor    |  |              | 47       | % |  |           | 51       | %
|                |                                                 | Owned and other     |  |              | 7        | % |  |           | 6        | %
|                | Number of loans (in units)                      |                     |  | 3,045,334    |          |   |  | 2,965,048 |         
|                | Average loan size ($ per loan)                  |                     |  | $129,088     |          |   |  | $129,001  |         
|                | Weighted average service fee (basis
    points) |                     |  | 36           |          |   |  | 37        |         
|               

Consumer Credit




|                               |                        |           |        |              |  |           |        |       |  |  |        |       |  |  | 
|------------------------------ | ---------------------- | --------- | ------ | ------------ |  | --------- | ------ | ----- |  |  | ------ | ----- |  |  | 
|                               |                        | March 31, |        | December 31, |  | March 31, |        |      
|($ in millions)                |                        | 2006      |        | 2005         |  | 2005      |        |      
|                              
|Nonperforming loans:           |                        |           |        |              |  |           |        |       |  |  |        |       |  | 
|                               | Prime conforming       |           |        | $6           |  |           |        | $10   |  |  |        | $13   |  |  | 
|                               | Government             |           |        |             |  |           |        |      |  |  |        | 14    |  |  | 
|                               | Prime non-conforming   |           |        | 343          |  |           |        | 361   |  |  |        | 249   |  |  | 
|                               | Prime second-lien      |           |        | 190          |  |           |        | 85    |  |  |        | 58    |  |  | 
|                               | Nonprime (a)           |           |        | 5,680        |  |           |        | 5,731 |  |  |        | 4,804 |  |  | 
|                              
|                               | Total nonaccrual loans |           |        | 6,219        |  |           |        | 6,187 |  |  |        | 5,138 |  |  | 
|                               | Foreclosed assets      |           |        | 623          |  |           |        | 501   |  |  |        | 562   |  |  | 
|                              
|Total nonperforming assets     |                        |           | $6,842 |              |  |           | $6,688 |       |  |  | $5,700 |       |  | 
|As a % of total loan portfolio |                        |           | 9.46   | %            |  |           | 9.70   | %     |  |  | 10.18  | %     |  | 
|                              

|    |                                                                                                                                                                                                                                        | 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Includes $242, $374 and $895 at March 31, 2006,
    December 31, 2005 and March 31, 2005, respectively, of
    loans that were purchased as distressed assets, and as such,
    were considered nonperforming at the time of purchase. | 

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General Motors Acceptance Corporation



The following table summarizes the activity related to the
    consumer allowance for credit losses for our Mortgage operations.

|                                             |                             |      |        |      |   |  |      |      |   |  | 
|-------------------------------------------- | --------------------------- | ---- | ------ | ---- | - |  | ---- | ---- | - |  | 
|Three months ended March 31, ($ in millions) |                             | 2006 |        | 2005 |   | 
|                                            
|Allowance at beginning of period             |                             |      | $1,065 |      |   |  | $916 |      |   | 
|                                             | Provision for credit losses |      |        | 129  |   |  |      | 128  |   |  | 
|                                             | Charge-offs:                |      |        |      |   |  |      |      |   |  | 
|                                             | Domestic                    |      |        | (128 | ) |  |      | (125 | ) |  | 
|                                             | Foreign                     |      |        | (2   | ) |  |      | (1   | ) |  | 
|                                            
|Total charge-offs                            |                             |      | (130   | )    |   |  | (126 | )    |   | 
|                                            
|Recoveries:                                  |                             |      |        |      |   |  |      |      |   | 
|                                             | Domestic                    |      |        | 15   |   |  |      | 11   |   |  | 
|                                             | Foreign                     |      |        |     |   |  |      | 3    |   |  | 
|                                            
|Total recoveries                             |                             |      | 15     |      |   |  | 14   |      |   | 
|                                            
|Net charge-offs                              |                             |      | (115   | )    |   |  | (112 | )    |   | 
|Securitization activity                      |                             |      |       |      |   |  | (1   | )    |   | 
|                                            
|Allowance at March 31,                       |                             |      | $1,079 |      |   |  | $931 |      |   | 
|Allowance coverage (a)                       |                             |      | 1.46   | %    |   |  | 1.66 | %    |   | 
|                                            

|    |                                                                                                                                                                                       | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Represents the related allowance for credit losses as a
    percentage of total
    on-balance sheet
    residential mortgage loans held for investment at the end of the
    period. | 

on-balance


Commercial Credit




|                                                  |              |           |      |              |  |           |      |     |  |  |      |    | 
|------------------------------------------------- | ------------ | --------- | ---- | ------------ |  | --------- | ---- | --- |  |  | ---- | -- | 
|                                                  |              | March 31, |      | December 31, |  | March 31,
|($ in millions)                                   |              | 2006      |      | 2005         |  | 2005     
|                                                 
|Nonperforming lending receivables:                |              |           |      |              |  |           |      |     |  |  |      |   
|                                                  | Warehouse    |           |      | $25          |  |           |      | $42 |  |  |      | $5 | 
|                                                  | Construction |           |      | 9            |  |           |      | 8   |  |  |      | 10 | 
|                                                  | Other        |           |      | 17           |  |           |      | 17  |  |  |      | 4  | 
|                                                 
|Total nonaccrual lending receivables              |              |           | 51   |              |  |           | 67   |     |  |  | 19   |   
|Foreclosed assets                                 |              |           | 3    |              |  |           | 5    |     |  |  |     |   
|                                                 
|Total nonperforming assets                        |              |           | $54  |              |  |           | $72  |     |  |  | $19  |   
|As a % of total lending receivables
    portfolio |              |           | 0.43 | %            |  |           | 0.54 | %   |  |  | 0.21 | % 
|                                                 

GMAC Commercial Mortgage






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General Motors Acceptance Corporation

$250 million of subordinated indenture notes issued by
CapMark. Our total investment of $682 million is reflected
in Other assets in the Condensed Consolidated Balance Sheet.

Our net after-tax earnings in the first quarter of 2006 related
to GMAC Commercial Mortgage was $29 million, representing
operating income of $50 million prior to the close of the
transaction and equity earnings after the close, and a loss on
the sale of $21 million, after closing costs. This compares
to operating net income of $63 million recognized in the
first quarter of 2005 when Commercial Mortgage was fully
consolidated in our results.

As Capmark achieved certain credit ratings as a result of the
sale transaction, prior to, or at the time of closing we were
released from all existing financial guarantees related to GMAC
Commercial Mortgage. Certain non-financial guarantees did
survive closing, but we will be indemnified by Capmark for
payments made or liabilities incurred by us in connection with
these guarantees. Our maximum exposure under these non-financial
guarantees is approximately $350 million. As the potential
for loss under these arrangements is remote, no liability for
the fair value of our obligation has been recognized for these
guarantees in our financial statements as of March 31, 2006.



Insurance Operations

GMAC Insurance insures automobile service contracts and
underwrites personal automobile insurance coverages (ranging
from preferred to non-standard risks) and selected commercial
insurance reinsurance coverages. Refer to
pages 42-45 of our
2005 Annual Report on
Form 10-K for
further discussion of the business profile of our Insurance
operations.

Results of Operations

The following table summarizes the operating results of GMAC
Insurance for the periods indicated. The amounts presented are
before the elimination of balances and transactions with our
other operating segments.

|                                                   |  |      |         |      |  |        |         |   |  |  |        |   |  |  |     |  
|-------------------------------------------------- |  | ---- | ------- | ---- |  | ------ | ------- | - |  |  | ------ | - |  |  | --- | -
|Three months ended March 31, ($ in millions)       |  | 2006 |         | 2005 |  | Change |         | %
|                                                  
|Revenue                                            |  |      |         |      |  |        |         |   |  |  |        |   |  |  |     |  
|Insurance premiums and service
    revenue earned  |  |      | $1,004  |      |  |        | $911    |   |  |  | $93    |   |  |  | 10  |  
|Investment income                                  |  |      | 105     |      |  |        | 90      |   |  |  | 15     |   |  |  | 17  |  
|Other income                                       |  |      | 32      |      |  |        | 37      |   |  |  | (5     | ) |  |  | (14 | )
|                                                   |  |      |         |     
|Total revenue                                      |  |      | 1,141   |      |  |        | 1,038   |   |  |  | 103    |   |  |  | 10  |  
|Insurance losses and loss
    adjustment expenses  |  |      | (597    | )    |  |        | (589    | ) |  |  | (8     | ) |  |  | (1  | )
|Acquisition and underwriting expense               |  |      | (330    | )    |  |        | (284    | ) |  |  | (46    | ) |  |  | (16 | )
|Premium tax and other expense                      |  |      | (28     | )    |  |        | (22     | ) |  |  | (6     | ) |  |  | (27 | )
|                                                   |  |      |         |     
|Income before income taxes                         |  |      | 186     |      |  |        | 143     |   |  |  | 43     |   |  |  | 30  |  
|Income tax expense                                 |  |      | (57     | )    |  |        | (48     | ) |  |  | (9     | ) |  |  | (19 | )
|                                                   |  |      |         |     
|Net income                                         |  |      | $129    |      |  |        | $95     |   |  |  | $34    |   |  |  | 36  |  
|                                                  
|Total assets                                       |  |      | $13,739 |      |  |        | $11,921 |   |  |  | $1,818 |   |  |  | 15  |  
|                                                  
|Insurance premiums and service
    revenue written |  |      | $1,070  |      |  |        | $1,090  |   |  |  | ($20   | ) |  |  | (2  | )
|                                                   |  |      |         |     
|Combined
    Ratio (a)                             |  |      | 91.3    | %    |  |        | 93.8    | % |  |  |        |   |  |  |     |  
|                                                  

|    |                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Management uses combined ratio as a primary measure of
    underwriting profitability, with its components measured using
    GAAP. Underwriting profitability is indicated by a combined
    ratio under 100% and is calculated as the sum of all reported
    losses and expenses (excluding interest and income tax expense)
    divided by the total of premiums and service revenues earned and
    other income. | 





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General Motors Acceptance Corporation

insurance premiums in the existing U.S. personal lines
operations, due to competitive pricing pressures, and a decline
in the auto dealer physical damage product due to lower dealer
inventories.

The increase in investment income quarter over quarter was
attributable to higher interest income on a larger fixed income
portfolio, partially mitigated by lower yields. The higher level
of capital gains over the same period in the prior year is in
line with the current business strategy.



Critical Accounting Estimates

We have identified critical accounting estimates that, as a
result of judgments, uncertainties, uniqueness and complexities
of the underlying accounting standards and operations involved
could result in material changes to our financial condition,
results of operations or cash flows under different conditions
or using different assumptions.

Our most critical accounting estimates are:




    Determination of the allowance for credit losses
    Valuation of automotive lease residuals
    Valuation of mortgage servicing rights
    Valuation of interests in securitized assets
    Determination of reserves for insurance losses and loss
    adjustment expensesThe adoption of SFAS 156 as of January 1, 2006,
requires us to present our servicing rights at fair value for
those classes of servicing rights for which we have elected the
fair value method.

There have been no other significant changes in the
methodologies and processes used in developing these estimates
from what is described in our 2005 Annual Report on
Form 10-K.



Funding and Liquidity

Funding Sources and Strategy

Our liquidity and our ongoing profitability is in large part,
dependent upon our timely access to capital and the costs
associated with raising funds in different segments of the
capital markets. Over the past several years, our funding
strategy has focused on the development of diversified funding
sources across a global investor base, both public and private
and, as appropriate, the extension of debt maturities. In
addition, we maintain a large cash reserve ($22 billion at
March 31, 2006) including certain marketable securities
that can be utilized to meet our obligations in the event of any
market disruption. As part of our cash management strategy, from
time to time, we repurchase previously issued debt but do so in
a manner that does not compromise overall liquidity. This
multi-faceted strategy, combined with a continuous prefunding of
requirements, is designed to enhance our ability to meet our
obligations.

The diversity of our funding sources enhances funding
flexibility, limits dependence on any one source of funds and
results in a more cost effective strategy over the longer term.
In developing this approach, management considers market
conditions, prevailing interest rates, liquidity needs and the
desired maturity profile of our liabilities. This strategy has
helped us maintain liquidity during periods of weakness in the
capital markets, changes in our business or changes in our
credit ratings. Despite our diverse funding sources and
strategies, our ability to maintain liquidity may be affected by
certain risk factors.

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General Motors Acceptance Corporation

The following table summarizes our outstanding debt by funding
source, excluding Commercial Mortgage balances, for the periods
indicated:

|                                          |                                |             |         |              |  |  |         |          | 
|----------------------------------------- | ------------------------------ | ----------- | ------- | ------------ |  |  | ------- | -------- | 
|                                          |                                | Outstanding
|                                          |                                |            
|                                          |                                | March 31,   |         | December 31,
|($ in millions)                           |                                | 2006        |         | 2005        
|                                         
|Commercial paper                          |                                |             | $480    |              |  |  | $524    |         
|Institutional term debt                   |                                |             | 74,706  |              |  |  | 82,557  |         
|Retail debt programs                      |                                |             | 32,885  |              |  |  | 34,482  |         
|Secured financings                        |                                |             | 124,287 |              |  |  | 121,138 |         
|Bank loans, and other                     |                                |             | 14,265  |              |  |  | 15,704  |         
|                                         
|                                          | Total debt (a)                 |             |         | 246,623      |  |  |         | 254,405  | 
|Customer deposits (b)                     |                                |             | 8,665   |              |  |  | 6,855   |         
|Off-balance sheet
    securitizations (c) |                                |             |         |              |  |  |         |         
|                                          | Retail finance receivables     |             |         | 5,467        |  |  |         | 3,165    | 
|                                          | Wholesale loans                |             |         | 20,612       |  |  |         | 20,724   | 
|                                          | Mortgage loans                 |             |         | 86,862       |  |  |         | 77,573   | 
|                                         
|                                          | Total funding                  |             |         | 368,229      |  |  |         | 362,722  | 
|Less: cash reserves (d)                   |                                |             | (22,114 | )            |  |  | (19,605 | )       
|                                         
|                                          | Net funding                    |             |         | $346,115     |  |  |         | $343,117 | 
|                                         
|Leverage ratio covenant (e)               |                                |             | 6.6:1   |              |  |  | 7.5:1   |         
|                                         
|Funding Commitments
    ($ in billions)   |                                |             |         |              |  |  |         |         
|                                          | Bank liquidity facilities (f)  |             |         | $44.3        |  |  |         | $44.1    | 
|                                          | Secured funding facilities (g) |             |         | $108.0       |  |  |         | $114.9   | 
|                                         

|    |                                                                                                               | 
|--- | ------------------------------------------------------------------------------------------------------------- | 
|(a) | Excludes fair value adjustment as described in Note 7 to
    the Condensed Consolidated Financial Statements. | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Includes consumer and commercial bank deposits and dealer
    wholesale deposits. Beginning March 2006, includes factored
    client deposits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(c) | Represents net funding from securitizations of retail and
    wholesale automotive receivables and mortgage loans accounted
    for as sales, further described in Note 8 to the
    Consolidated Financial Statements in our 2005 Annual Report on
    Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(d) | Includes $17.3 billion in cash and cash equivalents and
    $4.8 billion invested in marketable securities at
    March 31, 2006, and $15.4 billion and
    $4.2 billion at December 31, 2005, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(e) | As described in Note 7 to the Condensed Consolidated
    Financial Statements, our liquidity facilities and certain other
    funding facilities contain a leverage ratio covenant of 11.0:1,
    which excludes from debt, securitization transactions that are
    accounted for on-balance sheet as secured financings (totaling
    $98,478 and $94,346 at March 31, 2006, and
    December 31, 2005, respectively). Our debt to equity ratio
    was 10.9:1 and 11.9:1, at March 31, 2006 and
    December 31, 2005, respectively, as determined by
    accounting principles generally accepted in the United States of
    America, which was the former basis for the leverage ratio
    covenant.
|(f) | Represents both committed and uncommitted bank liquidity
    facilities. Refer to Note 7 to the Condensed Consolidated
    Financial Statements for details.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(g) | Represents both committed and uncommitted secured funding
    facilities. Includes commitments with third-party asset-backed
    commercial paper conduits as well as forward flow sale
    agreements with third parties and repurchase facilities. Refer
    to Note 7 to the Condensed Consolidated Financial
    Statements for details.                                                                                                                                                                                                                                                                                                                                                              



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General Motors Acceptance Corporation

In addition, through our banking activities in our mortgage and
automotive operations, bank deposits (certificates of deposits
and brokered deposits) have become an important funding source
for us. We have also been able to diversify our unsecured
funding through the formation of ResCap. ResCap, an indirect
wholly owned subsidiary, was formed as the holding company of
our residential mortgage businesses and in the second quarter of
2005 successfully achieved an investment grade rating (separate
from GMAC). To date, ResCap has issued $10.5 billion in
public and private unsecured debt and closed a $3.5 billion
syndication of its bank facilities. The syndication, which
closed in July 2005, consisted of a $1.75 billion
syndicated term loan; an $875 million syndicated line of
credit committed through July 2008 and an $875 million
syndicated line of credit committed through July 2006. In the
fourth quarter of 2005, ResCap filed a $12 billion shelf
registration statement in order to offer senior and/or
subordinated debt securities and has issued $5.5 billion in
unsecured debt to date from this shelf. In February 2006,
$1.75 billion was issued off of this shelf with a portion
of the proceeds from the notes used to repay a portion of
intercompany borrowings. In April 2006, $2.5 billion was
issued off of this shelf and $1 billion in subordinated
notes was privately placed with the proceeds from these
issuances, used to repay a portion of the remaining
$3.6 billion subordinated note to us, thus providing
additional liquidity.

As previously disclosed, on March 23, 2006, we completed
the sale of 78% of our equity in GMAC Commercial Mortgage.
Under the terms of the transaction, we received
$8.8 billion at closing which is comprised of sale proceeds
and repayment of intercompany debt, thereby increasing our
liquidity position and reducing the amount of funding required.
Please refer to Note 1 of our Condensed Consolidated
Financial Statements for further details.

The change in focus in the funding strategy has allowed us to
maintain adequate access to capital and a sufficient liquidity
position despite reductions in and limited access to traditional
unsecured funding sources (i.e., commercial paper, term
debt, bank loans and lines of credit) due to the deterioration
in our unsecured credit rating. Unsecured sources most impacted
by the reduction in our credit rating have been our commercial
paper programs, the term debt markets, certain bank loan
arrangements primarily in Mortgage and International Automotive
operations, as well as Fannie Mae custodial borrowing
arrangements at ResCap.

A further reduction of our credit rating could increase
borrowing costs and further constrain our access to unsecured
debt markets, including capital markets for retail debt. In
addition, a further reduction of our credit ratings could
increase the possibility of additional terms and conditions in
any new or replacement financing arrangements and impact
elements of certain existing secured borrowing arrangements.
However, our funding strategy has increased our focus on
expanding and developing diversified secured funding sources and
increased use of automotive whole loan sales that are not
directly impacted by ratings on our unsecured debt.

With limited access to traditional unsecured funding sources,
management will continue to diversify and expand our use of
asset-backed funding and we believe that our funding strategy
will provide sufficient access to the capital markets to meet
our short- and medium-term funding needs. Notwithstanding the
foregoing, management believes that the current ratings
situation and outlook increases the level of risk to our
long-term ability to sustain the current level of asset
originations. In an effort to mitigate this risk, on
April 3, 2006, GM announced that it agreed to sell a
51 percent controlling interest in us to a consortium led
by Cerberus Capital Management, which is expected to close in
the fourth quarter of this year. In addition to continuing to
enable us to support the sale of GM vehicles, the
transaction is intended to support our strategic goal of a
stable investment grade rating and profitable growth. In
connection with the targeted fourth quarter sale closing, we
plan to arrange two asset-backed funding facilities that total
$25 billion, which will support our ongoing business and
enhance our liquidity position. A $10 billion facility is
expected to be available before closing and the other facility
is expected to be available on or after closing. Citigroup has
committed $12.5 billion in the aggregate to these two
facilities. The funding facilities are in addition to
Citigroups initial equity investment in us. There can be
no assurance that this transaction will be successful in
achieving a stable investment grade rating and therefore we plan
to maintain the current conservative funding strategy until
risks to closing the transaction are reduced.

Credit Ratings

The cost and availability of unsecured financing is influenced
by credit ratings, which are intended to be an indicator of the
creditworthiness of a particular company, security, or
obligation. Lower ratings generally result in higher borrowing
costs as well as reduced access to capital markets. This is
particularly true for certain term debt institutional investors
whose investment guidelines require investment grade term
ratings and for short-term institutional investors (money
markets in particular) whose investment guidelines require the
two highest rating categories for short-term debt. Substantially
all of our debt has been rated by nationally recognized
statistical rating organizations. Concerns over the competitive
and financial strength of GM, including how it will fund its
burdensome health care liabilities and uncertainties at Delphi
Corporation, have resulted in a series of credit rating actions,
which commenced late in 2001. In the second and third quarters
of 2005, Standard & Poors, Fitch and Moodys
downgraded GMACs (excluding ResCap) senior debt to a
non-investment grade rating with DBRS continuing to maintain an
investment grade rating on our senior debt. As a result of
GMs announcement on October 17, 2005 that it was
exploring the possible sale of a controlling interest in us to a
strategic partner, the

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##### Table of Contents

Managements Discussion and Analysis

General Motors Acceptance Corporation

four rating agencies changed our review status to either
evolving or developing. Most recently, on March 16, 2006,
Moodys placed our senior unsecured ratings under review
for a possible downgrade following GMs announcement
that it would delay filing its annual report on
Form 10-K with the
SEC. Following the April 3, 2006 announcement by GM that it
agreed to sell a 51 percent controlling interest in us,
Fitch revised our rating watch status to positive from evolving,
indicating that the ratings may be upgraded or maintained at
current levels.

The following summarizes our current ratings, outlook and the
date of last rating action by the respective nationally
recognized rating agencies.

|        |  |            |           |        |  |         |           |                            |  |  |            |  |  |  |                        | 
|------- |  | ---------- | --------- | ------ |  | ------- | --------- | -------------------------- |  |  | ---------- |  |  |  | ---------------------- | 
|Rating  |  | Commercial |           | Senior |  |         |           |                           
|Agency  |  | Paper      |           | Debt   |  | Outlook |           | Date of Last Rating Action
|       
|Fitch   |  |            | B         |        |  |         | BB        |                            |  |  | Positive   |  |  |  | September 26, 2005 (a) | 
|        |  |            |           |        |  |         |           |                            |  |  | Possible   |  |  |  |                        | 
|Moodys |  |            | Not-Prime |        |  |         | Ba1       |                            |  |  | downgrade  |  |  |  | August 24, 2005 (b)    | 
|S&P     |  |            | B-1       |        |  |         | BB        |                            |  |  | Developing |  |  |  | May 5, 2005 (c)        | 
|DBRS    |  |            | R-2 (low) |        |  |         | BBB (low) |                            |  |  | Developing |  |  |  | August 2, 2005 (d)     | 
|       

|    |                                                                                                                                                                                                                                                                                                                                                       | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Fitch downgraded our senior debt to BB from BB+, affirmed the
    commercial paper rating of B, and on October 17, 2005,
    placed the ratings on Rating Watch Evolving, and on
    April 3, 2006, changed the rating watch status to Positive.                                                                                                      | 
|(b) | Moodys lowered our senior debt to Ba1 from Baa2,
    downgraded the commercial paper rating to Not-Prime from
    Prime-2, and on
    October 17, 2005, changed the review status of the
    long-term debt ratings to direction uncertain and on
    March 16, 2006 changed the review status of the senior debt
    ratings to possible downgrade. | 
|(c) | Standard & Poors downgraded our senior debt to BB
    from BBB-, downgraded the commercial paper rating to
    B-1 from
    A-3, and on
    October 10, 2005, changed the outlook to CreditWatch with
    developing implications.                                                                                                                   | 
|(d) | DBRS downgraded our senior debt to BBB (low) from BBB,
    downgraded the commercial paper rating to
    R-2 (low) from
    R-2 (middle), and on
    October 11, 2005, placed the ratings under review with
    developing implications and affirmed the review status on
    October 17, 2005.                                                       | 



|        |  |            |              |        |  |         |      |                            |  |  |            |  |  |  |                        | 
|------- |  | ---------- | ------------ | ------ |  | ------- | ---- | -------------------------- |  |  | ---------- |  |  |  | ---------------------- | 
|Rating  |  | Commercial |              | Senior |  |         |      |                           
|Agency  |  | Paper      |              | Debt   |  | Outlook |      | Date of Last Rating Action
|       
|Fitch   |  |            | F3           |        |  |         | BBB- |                            |  |  | Positive   |  |  |  | September 26, 2005 (a) | 
|        |  |            |              |        |  |         |      |                            |  |  | Possible   |  |  |  |                        | 
|Moodys |  |            | P3           |        |  |         | Baa3 |                            |  |  | downgrade  |  |  |  | August 24, 2005 (b)    | 
|S&P     |  |            | A-3          |        |  |         | BBB- |                            |  |  | Developing |  |  |  | June 9, 2005 (c)       | 
|DBRS    |  |            | R-2 (middle) |        |  |         | BBB  |                            |  |  | Developing |  |  |  | June 9, 2005 (d)       | 
|       

|    |                                                                                                                                                                                                                                                                                                                                                  | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|(a) | Fitch downgraded the senior debt of ResCap to BBB- from BBB,
    downgraded the commercial paper rating to F3 from F2, and on
    October 17, 2005, placed the ratings on Rating Watch
    Evolving, and on April 3, 2006, changed the rating watch
    status to Positive.                                                                      | 
|(b) | Moodys downgraded the senior debt of ResCap to Baa3 from
    Baa2, downgraded the commercial paper rating to P3 from P2, on
    October 17, 2005, changed the review status of the
    long-term debt ratings to direction uncertain and on
    March 16, 2006, changed the review status of the senior
    debt ratings to possible downgrade. | 
|(c) | Standard & Poors initial ratings for ResCap were
    assigned, and on October 10, 2005, S&P changed the
    outlook to CreditWatch with developing implications.                                                                                                                                                                                | 
|(d) | DBRS initial ratings for ResCap were assigned, and on
    October 11, 2005, DBRS placed the ratings under review with
    developing implications and affirmed the review status on
    October 17, 2005.                                                                                                                                        | 

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##### Table of Contents

Managements Discussion and Analysis

General Motors Acceptance Corporation



Off-balance Sheet
    Arrangements

We use off-balance sheet entities as an integral part of our
operating and funding activities. For further discussion of our
use of off-balance sheet entities, refer to the Off-balance
Sheet Arrangements section in our 2005 Annual Report on the
Form 10-K.

The following table, which excludes GMAC Commercial Mortgage
activity, summarizes assets carried off-balance sheet in these
entities.

|                                       |                            |           |        |              |  |  |        |      | 
|-------------------------------------- | -------------------------- | --------- | ------ | ------------ |  |  | ------ | ---- | 
|                                       |                            | March 31, |        | December 31,
|($ in billions)                        |                            | 2006      |        | 2005        
|                                      
|Securitization (a)                     |                            |           |        |              |  |  |        |     
|                                       | Retail finance receivables |           |        | $8.2         |  |  |        | $6.0 | 
|                                       | Wholesale loans            |           |        | 21.3         |  |  |        | 21.4 | 
|                                       | Mortgage loans             |           |        | 89.4         |  |  |        | 79.4 | 
|                                      
|Total securitization                   |                            |           | 118.9  |              |  |  | 106.8  |     
|Other off-balance sheet activities     |                            |           |        |              |  |  |        |     
|                                       | Mortgage warehouse         |           |        | 0.6          |  |  |        | 0.6  | 
|                                       | Other mortgage             |           |        | 0.2          |  |  |        | 0.2  | 
|                                      
|Total off-balance sheet
    activities |                            |           | $119.7 |              |  |  | $107.6 |     
|                                      

|    |                                                                                                                                                                                                  | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|(a) | Includes only securitizations accounted for as sales under
    SFAS 140, as further described in Note 8 to the
    Consolidated Financial Statements to our 2005 Annual Report on
    Form 10-K. | 



| |                                          
| | -----------------------------------------
| | Accounting and Reporting
    Developments



FSP FAS 115-1 and
124-1 115-1 124-1 03-1 The
Meaning of Other-Than-Temporary Impairment and Its Application
to Certain Investments 03-1),


Statement of Position
05-1 05-1, Accounting by
Insurance Enterprises for Deferred Acquisition Costs in
Connection with Modifications or Exchanges of Insurance
Contracts 05-1). 05-1 05-1 05-1


Statement of Financial Accounting Standards
No. 155 Accounting for Certain Hybrid
Financial Instruments  an amendment of FASB
Statements No. 133 and 140


Statement of Financial Accounting Standards
No. 154 Accounting Changes and
Error Corrections


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##### Table of Contents

Managements Discussion and Analysis

General Motors Acceptance Corporation

periods financial statements of changes in accounting
principle and error correction unless impracticable to do so.
SFAS 154 states an exception to retrospective application
when a change in accounting principle, or the method of applying
it, may be inseparable from the effect of a change in accounting
estimate. When a change in principle is inseparable from a
change in estimate, such as depreciation, amortization or
depletion, the change to the financial statements is to be
presented in a prospective manner. SFAS 154 and the
required disclosures are effective for accounting changes and
error corrections in fiscal years beginning after
December 15, 2005.



Consolidated Operating
    Results

The following section provides a discussion of our consolidated
results of operations as displayed in the Condensed Consolidated
Statement of Income. The individual business segment sections of
this MD&A provide a further discussion of the operating
results.

Revenues

Total revenue increased by $514 million in the first three
months of 2006, compared to the same period of 2005, primarily
due to increases in operating lease income, revenue from
mortgage loans held for sale and mortgage consumer interest
income. These increases were partially offset by a decline in
consumer auto revenue.

Interest and discount expense increased by $561 million in
the first three months of 2006, as compared to the same period
of the prior year. This increase is the result of the negative
impact of higher funding costs due to an increase in overall
market interest rates and wider corporate credit spreads as a
result of our lower credit ratings. The provision for credit
losses decreased by $194 million in the first three months
of 2006 as compared to the same period of 2005. The decrease is
primarily due to lower consumer asset levels as a result of
automotive whole loan sale activity, improved loss performance
in our automotive international portfolio and favorable credit
trends in our Mortgage operations.

Insurance premiums and service revenue earned increased by 10%
in the first three months of 2006 as compared with the same
period in 2005, as a result of the acquisition of MEEMIC, growth
in the extended service contract line and international personal
lines operations. Mortgage banking income decreased by
$111 million in the first three months of 2006 compared
with the same period in the prior year, primarily as a result of
a decrease in the gain on sale of loans due to a significant
gain in 2005 realized upon the sale of a portfolio of distressed
mortgage loans.

Investment and other income increased by $91 million in the
first three months of 2006 as compared to the same period in the
prior year. The increases are primarily due to interest income
from cash and cash reserve balances.

Expenses

Noninterest expense increased by $332 million for the first
three months of 2006 as compared to the same period in the prior
year. Depreciation expense on operating lease assets increased
as a result of higher average operating lease asset levels as
compared to the first quarter of 2005. Compensation and benefits
expense decreased from a reduction in the OPEB liability
allocation from GM. In addition, other operating expenses
increased due to a decrease in the gain realized on the disposal
of off-lease vehicles.



Forward Looking Statements

The foregoing Managements Discussion and Analysis of
Financial Condition and Results of Operations and other portions
of this Form 10-Q
contains various forward-looking statements within the meaning
of applicable federal securities laws, including the Private
Securities Litigation Reform Act of 1995, that are based upon
our current expectations and assumptions concerning future
events, which are subject to a number of risks and uncertainties
that could cause actual results to differ materially from those
anticipated.

The words anticipate, estimate,
believe, expect, intend,
may, plan, project,
future and should and any similar
expressions are intended to identify forward-looking statements.
Forward-looking statements involve a number of risks,
uncertainties and other factors, including (but not limited to)
the Risk Factors described in Item 1A of our 2005
Form 10-K, as
updated in this
Form 10-Q and
which may be revised or supplemented in subsequent reports on
SEC forms 10-Q and
8-K. Such factors
include, among others, the following: the ability of GM to
complete the previously announced transaction with a strategic
investor regarding a controlling interest in us while
maintaining a significant stake in us, securing separate credit
ratings and low cost funding to sustain growth for us and ResCap
and maintaining the mutually beneficial relationship between us
and GM; changes in economic conditions, currency exchange rates,
significant terrorist attacks or political instability in the
major markets where we operate; changes in the 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; and the threat of
terrorism, the outbreak or escalation of hostilities between the
United States and any foreign power or territory and changes in
international political conditions may continue to affect both
the United States and the global economy and may increase other
risks.

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##### Table of Contents

Controls and Procedures

General Motors Acceptance Corporation



Controls and Procedures

We maintain disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934,
as amended (the Exchange Act) designed to ensure
that information required to be disclosed in reports filed under
the Exchange Act is recorded, processed, summarized and reported
within the specified time periods. As of the end of the period
covered by this report, our Principal Executive Officer and our
Principal Financial Officer evaluated, with the participation of
our management, the effectiveness of our disclosure controls and
procedures. Based on managements evaluation, GMACs
Principal Executive and Principal Financial Officer each
concluded that our disclosure controls and procedures were not
effective as of March 31, 2006 solely because of the
material weakness in internal control over financial reporting
with respect to the preparation, review, presentation and
disclosure of the Consolidated Statement of Cash Flows as
disclosed in our report on Form 10-K for year ended
December 31, 2005.

In order to remediate this material weakness in our internal
control over financial reporting, management is in the process
of designing and implementing and continuing to enhance controls
to aid in the correct preparation, review, presentation and
disclosures of our Consolidated Statement of Cash Flows. We are
continuing to monitor, evaluate and test the operating
effectiveness of these controls.

There were no other changes in our internal controls over
financial reporting (as defined in
Rule 13a-15(f)
under the Exchange Act) that occurred during our most recent
fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.

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##### Table of Contents

Other Information

General Motors Acceptance Corporation







Legal Proceedings

We are subject to potential liability under laws and government
regulations and various claims and legal actions that are
pending or may be asserted against it. On February 17,
2006, Alex Mager filed a purported class action alleging certain
violations of the Securities Act of 1933. Please refer to the
Legal Proceedings section in our 2005 Annual Report on
Form 10-K for the
Mager matter and other information regarding pending
governmental proceedings, claims and legal actions.







Risk Factors

Other than with respect to the risk factor below, there have
been no material changes to the Risk Factors section of our 2005
Annual Report on Form 10-K. The risk factor below, which
was disclosed on Form 10-K, has been modified to provide
updated disclosure related to the sale of a controlling interest
of GMAC by GM.

Risks Related to Our Controlling Stockholder

GM has agreed to sell a controlling interest in GMAC. There
is a risk that the sale may not occur or, if it does occur, may
not restore our investment grade rating or maintain
ResCaps investment grade ratings.

As previously announced, GM has agreed to sell 51% of the common
liability company interests of GMAC (subsequent to the
conversion of GMAC and most of our U.S. direct and indirect
subsidiaries into limited liability companies) to a consortium
of investors led by Cerberus Capital Management, L.P., a private
investment firm which also includes Citigroup Inc. and Aozora
Bank Ltd. as consortium members. Completion of the sale is
subject to a number of conditions, including regulatory
approvals, and there can be no assurance that the sale will
occur. If the sale does not occur, this will put further
pressure on both GMs and our credit profiles, potentially
resulting in further downgrades with our ratings likely
re-linked to those of GM. Moreover, any reduction in the
automotive finance capacity of GMAC could materially adversely
affect GMs business, to the extent that third party
financing is not available to fund GMs automotive sales.
In the absence of a transaction:




    Our access to capital may be seriously constrained, as most
    unsecured funding sources may decline, including bank funding;
    The cost of funds related to borrowings that are secured by
    assets (known as secured funding) may increase and
    this could lead to a reduction in liquidity for certain asset
    classes;
    It may be increasingly difficult to securitize assets, resulting
    in reduced capacity to support overall automotive originations
    as well as reduced advances on future securitizations;
    Uncompetitive funding costs may result in a lower return on
    capital and significantly lower earnings and dividends; and
    We may need to consider divesting of certain businesses in order
    to maintain adequate liquidity to fund new originations or
    otherwise preserve the value of our business.Other Risk Factors

The following risk factors, which were disclosed in our 2005
Form 10-K, have not materially changed since we filed our
2005 Form 10-K. See our Form 10-K for a complete
discussion of these risk factors.

Risks Related to Our Business


    We have recently experienced a series of credit rating actions,
    resulting in the downgrade of our credit ratings to historically
    low levels. Any further reduction of our credit ratings or
    failure to restore our credit ratings to higher levels could
    have a material adverse effect on our business.
    Our business requires substantial capital, and if we are unable
    to maintain adequate financing sources, our profitability and
    financial condition will suffer and jeopardize our ability to
    continue operations.
    Our indebtedness and other obligations are significant and could
    materially adversely affect our business.
    The profitability and financial condition of our operations are
    dependent upon the operations of our parent, General Motors.
    We have substantial credit exposure to General Motors.

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##### Table of Contents

Other Information

General Motors Acceptance Corporation




    As a wholly owned subsidiary of GM, we are jointly and severally
    responsible with GM and its other subsidiaries for funding
    obligations under GMs and its subsidiaries qualified
    U.S. defined benefit pension plans. Our financial condition and
    our ability to repay unsecured debt could be impaired if we were
    required to pay significant funding obligations for the GM plans.
    We are exposed to credit risk which could affect our
    profitability and financial condition.
    Our earnings may decrease because of increases or decreases in
    interest rates.
    Our hedging strategies may not be successful in mitigating our
    risks associated with changes in interest rates and could affect
    our profitability and financial condition.
    Our residential mortgage subsidiarys ability to pay
    dividends and to prepay subordinated debt obligations to us is
    restricted by contractual arrangements.
    A failure of or interruption in the communications and
    information systems on which we rely to conduct our business
    could adversely affect our revenues and profitability.
    We use estimates and assumptions in determining the fair value
    of certain of our assets, in determining our allowance for
    credit losses, in determining lease residual values and in
    determining our reserves for insurance losses and loss
    adjustment expenses. If our estimates or assumptions prove to be
    incorrect, our cash flow, profitability, financial condition and
    business prospects could be materially adversely affected.
    Our business outside the United States exposes us to additional
    risks that may cause our revenues and profitability to decline.
    Our business could be adversely affected by changes in currency
    exchange rates.
    General business and economic conditions of the industries and
    geographic areas in which we operate affect our revenues,
    profitability and financial condition.
    Our profitability and financial condition may be materially
    adversely affected by decreases in the residual value of
    off-lease vehicles.
    Fluctuations in valuation of investment securities or
    significant fluctuations in investment market prices could
    negatively affect revenues.
    Changes in existing U.S. government-sponsored mortgage programs,
    or disruptions in the secondary markets in the United States or
    in other countries in which our mortgage subsidiaries operate,
    could adversely affect the profitability and financial condition
    of our mortgage business.
    We may be required to repurchase contracts and provide
    indemnification if we breach representations and warranties from
    our securitization and whole loan transactions, which could harm
    our profitability and financial condition.
    Significant indemnification payments or contract, lease or loan
    repurchase activity of retail contracts or leases or mortgage
    loans could harm our profitability and financial condition.
    A loss of contractual servicing rights could have a material
    adverse effect on our financial condition, liquidity and results
    of operations.
    The regulatory environment in which we operate could have a
    material adverse effect on our business and earnings.
    The worldwide financial services industry is highly competitive.
    If we are 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, our margins could be materially
    adversely affected.

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##### Table of Contents

Other Information

General Motors Acceptance Corporation







Other Information

None.







Exhibits

The exhibits listed on the accompanying Index of Exhibits are
filed as a part of this report. Such Index is incorporated
herein by reference.

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##### Table of Contents

Signatures

General Motors Acceptance Corporation

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized, this
8th day of May, 2006.

General Motors Acceptance Corporation

(Registrant)

/s/ Sanjiv Khattri



Sanjiv Khattri

Executive Vice President and

Chief Financial Officer

/s/ Linda K. Zukauckas



Linda K. Zukauckas

Vice President and Corporate Controller

42