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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549-1004
 FORM 10-Q/A
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from  to
 Commission file number 1-143
 GENERAL MOTORS CORPORATION
  STATE OF DELAWARE
    
    38-0572515(State or other jurisdiction of
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)300 Renaissance Center, Detroit, Michigan
    
    48265-3000(Address of Principal Executive Offices)
    
    (Zip Code)
 (313) 556-5000
 þ o
  þ o o
 o þ
   www.gm.com.




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##### 



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 INDEX
 Page No.Explanatory Note
    
    
    3Part I  Financial InformationItem 1.
    
    Condensed
Consolidated Financial Statements (Unaudited)Condensed
Consolidated Statements of Income for the Three Months and Nine
Months Ended September 30, 2005 (as restated) and 2004 (as restated)
    
    
    4Supplemental
Information to the Condensed Consolidated Statements of Income for
the Three Months and Nine Months Ended September 30, 2005 (as
restated) and
2004 (as restated)
    
    
    5Condensed
Consolidated Balance Sheets as of September 30, 2005 (as restated),
December 31, 2004, and September 30, 2004 (as
restated)
    
    
    6Supplemental
Information to the Condensed Consolidated Balance Sheets as of
September 30, 2005 (as restated), December 31, 2004, and
September 30, 2004 (as restated)
    
    
    7Condensed
Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2005 (as restated) and 2004 (as restated)
    
    
    8Supplemental
Information to the Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 2005  (as restated) and 2004 (as restated)
    
    
    9Notes
to Condensed Consolidated Financial Statements
    
    
    10Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    33Item 4.
    
    Controls and Procedures
    
    
    51Part II  Other InformationItem 6.
    
    Exhibits
    
    
    53Signatures
    
    
    54CertificationsSection 302 Certification of the Chief Executive OfficerSection 302 Certification of the Chief Financial OfficerCertification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
  2




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 EXPLANATORY NOTE
  3




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##### Table of Contents



PART I
 GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 ITEM 1. FINANCIAL STATEMENTS
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(As restated, see
    
    
    (As restated,
    
    
    (As restated, see
    
    
    (As restated,Note 1)
    
    
    see Note 1)
    
    
    Note 1)
    
    
    see Note 1)2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in millions except per share amounts)Total net sales and revenues
    
    $
    47,182
    
    
    $
    44,934
    
    
    $
    141,424
    
    
    $
    142,089Cost of sales and other expenses
    
    
    40,521
    
    
    
    37,508
    
    
    
    120,750
    
    
    
    116,175Selling, general, and administrative expenses
    
    
    5,473
    
    
    
    4,322
    
    
    
    15,794
    
    
    
    14,522Interest expense
    
    
    4,059
    
    
    
    3,010
    
    
    
    11,450
    
    
    
    8,633Total costs and expenses
    
    
    50,053
    
    
    
    44,840
    
    
    
    147,994
    
    
    
    139,330Income (loss) before income taxes, equity income
and minority interests
    
    
    (2,871
    )
    
    
    94
    
    
    
    (6,570
    )
    
    
    2,759Income tax expense (benefit)
    
    
    (1,107
    )
    
    
    (39
    )
    
    
    (2,324
    )
    
    
    427Equity income (loss) and minority interests
    
    
    100
    
    
    
    150
    
    
    
    342
    
    
    
    615Net income (loss)
    
    $
    (1,664
    )
    
    $
    283
    
    
    $
    (3,904
    )
    
    $
    2,947Basic earnings (loss) per share attributable to
common stock(Note 10)
    
    $
    (2.94
    )
    
    $
    0.50
    
    
    $
    (6.90
    )
    
    $
    5.22Earnings (loss) per share attributable to
common stock assuming dilution(Note 10)
    
    $
    (2.94
    )
    
    $
    0.50
    
    
    $
    (6.90
    )
    
    $
    5.19
  4




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 SUPPLEMENTAL INFORMATION TO THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(As restated,
    
    
    (As restated,
    
    
    (As restated,
    
    
    (As restated,see Note 1)
    
    
    see Note 1)
    
    
    see Note 1)
    
    
    see Note 1)2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in millions)AUTOMOTIVE AND OTHER OPERATIONSTotal net sales and revenues
    
    $
    38,363
    
    
    $
    37,065
    
    
    $
    115,844
    
    
    $
    118,404Cost of sales and other expenses
    
    
    38,130
    
    
    
    35,030
    
    
    
    113,996
    
    
    
    108,755Selling, general, and administrative expenses
    
    
    3,285
    
    
    
    2,212
    
    
    
    9,442
    
    
    
    8,379Total costs and expenses
    
    
    41,415
    
    
    
    37,242
    
    
    
    123,438
    
    
    
    117,134Interest expense
    
    
    746
    
    
    
    622
    
    
    
    2,102
    
    
    
    1,780Net expense from transactions with
Financing and Insurance Operations
    
    
    96
    
    
    
    77
    
    
    
    283
    
    
    
    204(Loss) before income taxes,
equity income, and minority interests
    
    
    (3,894
    )
    
    
    (876
    )
    
    
    (9,979
    )
    
    
    (714
    )Income tax (benefit)
    
    
    (1,468
    )
    
    
    (357
    )
    
    
    (3,531
    )
    
    
    (836
    )Equity income (loss) and minority interests
    
    
    101
    
    
    
    152
    
    
    
    346
    
    
    
    619Net income (loss)  Automotive and Other
Operations
    
    $
    (2,325
    )
    
    $
    (367
    )
    
    $
    (6,102
    )
    
    $
    741FINANCING AND INSURANCE OPERATIONSTotal revenues
    
    $
    8,819
    
    
    $
    7,869
    
    
    $
    25,580
    
    
    $
    23,685Interest expense
    
    
    3,313
    
    
    
    2,388
    
    
    
    9,348
    
    
    
    6,853Depreciation and amortization expense
    
    
    1,440
    
    
    
    1,394
    
    
    
    4,242
    
    
    
    4,116Operating and other expenses
    
    
    2,161
    
    
    
    2,079
    
    
    
    6,171
    
    
    
    6,238Provisions for financing and insurance losses
    
    
    978
    
    
    
    1,115
    
    
    
    2,693
    
    
    
    3,209Total costs and expenses
    
    
    7,892
    
    
    
    6,976
    
    
    
    22,454
    
    
    
    20,416Net income from transactions with Automotive
and Other Operations
    
    
    (96
    )
    
    
    (77
    )
    
    
    (283
    )
    
    
    (204
    )Income before income taxes, equity income,
and minority interests
    
    
    1,023
    
    
    
    970
    
    
    
    3,409
    
    
    
    3,473Income tax expense
    
    
    361
    
    
    
    318
    
    
    
    1,207
    
    
    
    1,263Equity income (loss) and minority interests
    
    
    (1
    )
    
    
    (2
    )
    
    
    (4
    )
    
    
    (4
    )Net income  Financing and Insurance
Operations
    
    $
    661
    
    
    $
    650
    
    
    $
    2,198
    
    
    $
    2,206
   5




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
 (As restated,
    
    
    
    
    
    
    (As restated,see Note 1)
    
    
    Dec. 31,
    
    
    see Note 1)Sept. 30, 2005
    
    
    2004
    
    
    Sept. 30, 2004(dollars in millions)ASSETSCash and cash equivalents
    
    $
    35,089
    
    
    $
    35,993
    
    
    $
    37,589Marketable securities
    
    
    18,012
    
    
    
    21,737
    
    
    
    21,034Total cash and marketable securities
    
    
    53,101
    
    
    
    57,730
    
    
    
    58,623Finance receivables  net
    
    
    177,082
    
    
    
    199,600
    
    
    
    193,282Loans held for sale
    
    
    17,581
    
    
    
    19,934
    
    
    
    20,116Accounts and notes receivable (less allowances)
    
    
    16,285
    
    
    
    21,236
    
    
    
    17,385Inventories (less allowances) (Note 4)
    
    
    14,175
    
    
    
    12,247
    
    
    
    12,544Assets held for sale (Note 1)
    
    
    18,748
    
    
    
    
    
    
    
    Deferred income taxes
    
    
    28,887
    
    
    
    26,559
    
    
    
    27,724Net equipment on operating leases (less accumulated depreciation)
    
    
    37,972
    
    
    
    34,214
    
    
    
    33,483Equity in net assets of nonconsolidated affiliates
    
    
    4,260
    
    
    
    6,776
    
    
    
    6,637Property  net
    
    
    39,616
    
    
    
    39,020
    
    
    
    37,432Intangible assets  net (Note 5)
    
    
    4,799
    
    
    
    4,925
    
    
    
    4,732Other assets
    
    
    56,912
    
    
    
    57,680
    
    
    
    57,182Total assets
    
    $
    469,418
    
    
    $
    479,921
    
    
    $
    469,140LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable (principally trade)
    
    $
    29,886
    
    
    $
    28,830
    
    
    $
    26,404Notes and loans payable
    
    
    278,232
    
    
    
    300,279
    
    
    
    290,920Liabilities related to assets held for sale (Note 1)
    
    
    12,319
    
    
    
    
    
    
    
    Postretirement benefits other than pensions
    
    
    32,167
    
    
    
    28,182
    
    
    
    32,022Pensions
    
    
    9,968
    
    
    
    9,455
    
    
    
    7,824Deferred income taxes
    
    
    6,718
    
    
    
    7,078
    
    
    
    6,134Accrued expenses and other liabilities
    
    
    77,320
    
    
    
    78,340
    
    
    
    78,165Total liabilities
    
    
    446,610
    
    
    
    452,164
    
    
    
    441,469Minority interests
    
    
    829
    
    
    
    397
    
    
    
    369Stockholders equity$1-2/3 par value common stock (outstanding, 565,504,852;
565,132,021; and 564,804,464 shares)
    
    
    943
    
    
    
    942
    
    
    
    941Capital surplus (principally additional paid-in capital)
    
    
    15,281
    
    
    
    15,241
    
    
    
    15,209Retained earnings
    
    
    9,295
    
    
    
    14,062
    
    
    
    14,487Subtotal
    
    
    25,519
    
    
    
    30,245
    
    
    
    30,637Accumulated foreign currency translation adjustments
    
    
    (1,630
    )
    
    
    (1,194
    )
    
    
    (1,678
    )Net unrealized gains on derivatives
    
    
    406
    
    
    
    589
    
    
    
    215Net unrealized gains on securities
    
    
    742
    
    
    
    751
    
    
    
    610Minimum pension liability adjustment
    
    
    (3,058
    )
    
    
    (3,031
    )
    
    
    (2,482
    )Accumulated other comprehensive loss
    
    
    (3,540
    )
    
    
    (2,885
    )
    
    
    (3,335
    )Total stockholders equity
    
    
    21,979
    
    
    
    27,360
    
    
    
    27,302Total liabilities and stockholders equity
    
    $
    469,418
    
    
    $
    479,921
    
    
    $
    469,140
  6




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 SUPPLEMENTAL INFORMATION TO THE CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
 (As restated,
    
    
    
    
    
    
    (As restated,see Note 1)
    
    
    Dec. 31,
    
    
    see Note 1)Sept. 30, 2004
    
    
    2004
    
    
    Sept. 30, 2005(dollars in millions)ASSETSAutomotive and Other OperationsCash and cash equivalents
    
    $
    13,695
    
    
    $
    13,148
    
    
    $
    12,984Marketable securities
    
    
    1,437
    
    
    
    6,655
    
    
    
    7,969Total cash and marketable securities
    
    
    15,132
    
    
    
    19,803
    
    
    
    20,953Accounts and notes receivable (less allowances)
    
    
    7,800
    
    
    
    6,713
    
    
    
    6,542Inventories (less allowances) (Note 4)
    
    
    13,755
    
    
    
    11,717
    
    
    
    12,035Net equipment on operating leases (less accumulated depreciation)
    
    
    7,302
    
    
    
    6,488
    
    
    
    6,764Deferred income taxes and other current assets
    
    
    9,778
    
    
    
    10,794
    
    
    
    10,813Total current assets
    
    
    53,767
    
    
    
    55,515
    
    
    
    57,107Equity in net assets of nonconsolidated affiliates
    
    
    4,260
    
    
    
    6,776
    
    
    
    6,637Property  net
    
    
    37,860
    
    
    
    37,170
    
    
    
    35,583Intangible assets  net (Note 5)
    
    
    1,674
    
    
    
    1,599
    
    
    
    1,445Deferred income taxes
    
    
    20,731
    
    
    
    17,639
    
    
    
    18,418Other assets
    
    
    41,101
    
    
    
    40,844
    
    
    
    41,251Total Automotive and Other Operations assets
    
    
    159,393
    
    
    
    159,543
    
    
    
    160,441Financing and Insurance OperationsCash and cash equivalents
    
    
    21,394
    
    
    
    22,845
    
    
    
    24,605Investments in securities
    
    
    16,575
    
    
    
    15,082
    
    
    
    13,065Finance receivables  net
    
    
    177,082
    
    
    
    199,600
    
    
    
    193,282Loans held for sale
    
    
    17,581
    
    
    
    19,934
    
    
    
    20,116Assets held for sale (Note 1)
    
    
    18,748
    
    
    
    
    
    
    
    Net equipment on operating leases (less accumulated depreciation)
    
    
    30,670
    
    
    
    27,726
    
    
    
    26,719Other assets
    
    
    27,975
    
    
    
    35,191
    
    
    
    30,912Net receivable from Automotive and Other Operations
    
    
    3,399
    
    
    
    2,426
    
    
    
    2,548Total Financing and Insurance Operations assets
    
    
    313,424
    
    
    
    322,804
    
    
    
    311,247Total assets
    
    $
    472,817
    
    
    $
    482,347
    
    
    $
    471,688LIABILITIES AND STOCKHOLDERS EQUITYAutomotive and Other OperationsAccounts payable (principally trade)
    
    $
    26,784
    
    
    $
    24,257
    
    
    $
    23,287Loans payable
    
    
    1,509
    
    
    
    2,062
    
    
    
    2,540Accrued expenses
    
    
    43,280
    
    
    
    46,202
    
    
    
    45,461Net payable to Financing and Insurance Operations
    
    
    3,399
    
    
    
    2,426
    
    
    
    2,548Total current liabilities
    
    
    74,972
    
    
    
    74,947
    
    
    
    73,836Long-term debt
    
    
    30,929
    
    
    
    30,460
    
    
    
    30,065Postretirement benefits other than pensions
    
    
    27,445
    
    
    
    23,477
    
    
    
    28,070Pensions
    
    
    9,877
    
    
    
    9,371
    
    
    
    7,755Other liabilities and deferred income taxes
    
    
    16,273
    
    
    
    16,206
    
    
    
    15,943Total Automotive and Other Operations liabilities
    
    
    159,496
    
    
    
    154,461
    
    
    
    155,669Financing and Insurance OperationsAccounts payable
    
    
    3,102
    
    
    
    4,573
    
    
    
    3,117Liabilities related to assets held for sale (Note 1)
    
    
    12,319
    
    
    
    
    
    
    
    Debt
    
    
    245,794
    
    
    
    267,757
    
    
    
    258,315Other liabilities and deferred income taxes
    
    
    29,298
    
    
    
    27,799
    
    
    
    26,916Total Financing and Insurance Operations liabilities
    
    
    290,513
    
    
    
    300,129
    
    
    
    288,348Total liabilities
    
    
    450,009
    
    
    
    454,590
    
    
    
    444,017Minority interests
    
    
    829
    
    
    
    397
    
    
    
    369Total stockholders equity
    
    
    21,979
    
    
    
    27,360
    
    
    
    27,302Total liabilities and stockholders equity
    
    $
    472,817
    
    
    $
    482,347
    
    
    $
    471,688
   7




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Nine Months Ended September 30,(As restated,
    
    
    (As restated,see Note 1)
    
    
    see Note 1)2005
    
    
    2004(dollars in millions)Net cash provided by operating activities(Note 1)
    
    $
    (7,256
    )
    
    $
    9,507Cash flows from investing activitiesExpenditures for property
    
    
    (5,048
    )
    
    
    (4,762
    )Investments in marketable securities  acquisitions
    
    
    (14,473
    )
    
    
    (9,503
    )Investments in marketable securities  liquidations
    
    
    16,348
    
    
    
    10,095Net change in mortgage servicing rights
    
    
    (101
    )
    
    
    (276
    )Increase in finance receivables
    
    
    (6,781
    )
    
    
    (30,220
    )Proceeds from sales of finance receivables
    
    
    27,802
    
    
    
    16,811Operating leases  acquisitions
    
    
    (12,372
    )
    
    
    (10,522
    )Operating leases  liquidations
    
    
    5,029
    
    
    
    5,831Investments in companies, net of cash acquired
    
    
    1,367
    
    
    
    (85
    )Other
    
    
    (1,018
    )
    
    
    1,023Net cash (used in) investing activities(Note 1)
    
    
    10,753
    
    
    
    (21,608
    )Cash flows from financing activitiesNet (decrease) increase in loans payable
    
    
    (6,289
    )
    
    
    1,559Long-term debt  borrowings
    
    
    49,194
    
    
    
    57,505Long-term debt  repayments
    
    
    (50,834
    )
    
    
    (44,822
    )Cash dividends paid to stockholders
    
    
    (863
    )
    
    
    (847
    )Other
    
    
    5,020
    
    
    
    3,763Net cash (used in) provided by financing activities
    
    
    (3,772
    )
    
    
    17,158Effect of exchange rate changes on cash and cash equivalents
    
    
    (120
    )
    
    
    (22
    )Net (decrease) increase in cash and cash equivalents
    
    
    (395
    )
    
    
    5,035Cash and
cash equivalents reclassified to Assets Held for Sale
    
    
    (509
    )
    
    
    Cash and cash equivalents at beginning of the period
    
    
    35,993
    
    
    
    32,554Cash and cash equivalents at end of the period
    
    $
    35,089
    
    
    $
    37,589
  8




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 SUPPLEMENTAL INFORMATION TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Automotive and
    
    
    Financing andOther
    
    
    InsuranceNine Months Ended September 30,(As restated,
    
    
    (As restated,
    
    
    (As restated,
    
    
    (As restated,see Note 1)
    
    
    see Note 1)
    
    
    see Note 1)
    
    
    see Note 1)2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in millions)Net cash (used in) provided by operating activities(Note 1)
    
    $
    (1,715
    )
    
    $
    1,273
    
    
    $
    (5,541
    )
    
    $
    8,234Cash flows from investing activitiesExpenditures for property
    
    
    (4,878
    )
    
    
    (4,502
    )
    
    
    (170
    )
    
    
    (260
    )Investments in marketable securities  acquisitions
    
    
    (289
    )
    
    
    (1,817
    )
    
    
    (14,184
    )
    
    
    (7,686
    )Investments in marketable securities  liquidations
    
    
    5,319
    
    
    
    2,915
    
    
    
    11,029
    
    
    
    7,180Net change
in mortgage servicing rights
    
    
    
    
    
    
    
    
    
    
    (101
    )
    
    
    (276
    )Increase in finance receivables
    
    
    
    
    
    
    
    
    
    
    (6,781
    )
    
    
    (30,220
    )Proceeds from sales of finance receivables
    
    
    
    
    
    
    
    
    
    
    27,802
    
    
    
    16,811Operating leases  acquisitions
    
    
    
    
    
    
    
    
    
    
    (12,372
    )
    
    
    (10,522
    )Operating leases  liquidations
    
    
    
    
    
    
    
    
    
    
    5,029
    
    
    
    5,831Net investing activity with Financing and Insurance Operations
    
    
    1,500
    
    
    
    
    
    
    
    
    
    
    
    Investments in companies, net of cash acquired
    
    
    1,367
    
    
    
    (94
    )
    
    
    
    
    
    
    9Other
    
    
    (148
    )
    
    
    348
    
    
    
    (870
    )
    
    
    675Net cash provided by (used in) investing activities(Note 1)
    
    
    2,871
    
    
    
    (3,150
    )
    
    
    9,382
    
    
    
    (18,458
    )Cash flows from financing activitiesNet increase (decrease) in loans payable
    
    
    8
    
    
    
    (498
    )
    
    
    (6,297
    )
    
    
    2,057Long-term debt  borrowings
    
    
    97
    
    
    
    845
    
    
    
    49,097
    
    
    
    56,660Long-term debt  repayments
    
    
    (21
    )
    
    
    (72
    )
    
    
    (50,813
    )
    
    
    (44,750
    )Net financing activity with Automotive & Other
    
    
    
    
    
    
    
    
    
    
    (1,500
    )
    
    
    Cash dividends paid to stockholders
    
    
    (863
    )
    
    
    (847
    )
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    5,020
    
    
    
    3,763Net cash (used in) provided by financing activities
    
    
    (779
    )
    
    
    (572
    )
    
    
    (4,493
    )
    
    
    17,730Effect of exchange rate changes on cash and
cash equivalents
    
    
    (36
    )
    
    
    (47
    )
    
    
    (84
    )
    
    
    25Net transactions with Automotive/Financing Operations
    
    
    206
    
    
    
    1,056
    
    
    
    (206
    )
    
    
    (1,056
    )Net increase (decrease) in cash and cash equivalents
    
    
    547
    
    
    
    (1,440
    )
    
    
    (942
    )
    
    
    6,475Cash and
cash equivalents reclassified to Assets Held for Sale
    
    
    
    
    
    
    
    
    
    
    (509
    )
    
    
    Cash and cash equivalents at beginning of the period
    
    
    13,148
    
    
    
    14,424
    
    
    
    22,845
    
    
    
    18,130Cash and cash equivalents at end of the period
    
    $
    13,695
    
    
    $
    12,984
    
    
    $
    21,394
    
    
    $
    24,605
   9




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 NOTE 1. Financial Statement Presentation
    10




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##### Table of Contents



Restatement of Financial Statements
 Results of Operations
  Net income (loss) for the three
    
    
    Net income (loss) for the ninemonths ended September 30,
    
    
    months ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in millions)As originally reported
    
    $
    (1,633
    )
    
    $
    440
    
    
    $
    (3,811
    )
    
    $
    3,061Out of period adjustments (a)
    
    
    
    
    
    
    (125
    )
    
    
    
    
    
    
    (161
    )As previously reported
    
    $
    (1,633
    )
    
    $
    315
    
    
    $
    (3,811
    )
    
    $
    2,900Adjustments, net of tax, for:Supplier
credits (b)
    
    
    11
    
    
    
    (5
    )
    
    
    26
    
    
    
    (13
    )Disposal
loss adjustment (c)
    
    
    17
    
    
    
    
    
    
    
    (41
    )
    
    
    Benefit plans economic
assumptions (d)
    
    
    (16
    )
    
    
    2
    
    
    
    (48
    )
    
    
    4Other, net
of tax (e)
    
    
    (43
    )
    
    
    (29
    )
    
    
    (30
    )
    
    
    56Total of above adjustments
    
    
    (31
    )
    
    
    (32
    )
    
    
    (93
    )
    
    
    47As restated
    
    $
    (1,664
    )
    
    $
    283
    
    
    $
    (3,904
    )
    
    $
    2,947
 
 (a)
    
    As described in our Annual Report on Form 10-K for
the year ended December 31, 2004, as amended, during the fourth quarter of 2004,
internal controls that had been put into place in connection with
GMs Sarbanes-Oxley Section 404 program at GMACs
residential mortgage businesses identified certain out-of-period
adjustments. The majority of these amounts resulted from items
detected and recorded in the fourth quarter of 2004 that relate to
prior 2004 quarters. As a result, GM has restated its 2004 quarterly
and year-to-date financial statements. The most significant of these
restatement adjustments relate to: (1) the estimation of fair values
of certain interests in securitized assets, (2) the accounting for
deferred income taxes related to certain secured financing
transactions; and (3) the income statement effects of consolidating
certain mortgage transfers previously recognized as
sales.Upon identification of these out-of-period adjustments, GM
analyzed their effect, together with the effect of out-of-period
adjustments related to Auto & Other that had been previously
considered immaterial to GM on a consolidated basis, and concluded
that, in the aggregate, they were significant enough to warrant
restatement of GMs 2004 quarterly results. The most significant
of the Auto & Other out-of-period adjustments relates to
GMs accounting for the Medicare Prescription Drug, Improvement
and Modernization Act of 2003, which was initially reported in the
first quarter of 2004 pursuant to FASB Staff Position (FSP) No. FAS
106-1, Accounting and Disclosure Requirements Related to the
Medicare Prescription Drug, Improvement and Modernization Act of 2003.
FSP 106-1 permitted companies to recognize the effect of the Act
beginning with its enactment date (December 8, 2003), or defer
recognition until the issuance of final rules by the FASB. In the
second quarter of 2004, FSP 106-2 was issued which superseded FSP
106-1 and clarified how to account for the effect of the Act under
circumstances where a companys other postretirement employee
benefits (OPEB) plan has a plan year-end that is different from the
companys fiscal year-end.  This second quarter clarification
provided guidance on the accounting for the effect of the Act in a
manner different than GM had applied prior to restatement.(b)
    
    GM erroneously recorded as a reduction to cost of sales certain payments and credits received
from suppliers prior to completion of the earnings process. GM has concluded that the payments and
credits received were associated with agreements for the award of future services or products
or other rights and privileges and should be recognized when subsequently earned. 11




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued(Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
 (c)
    
    GMs portfolio of vehicles on operating lease with daily rental car entities, which was
impaired at lease inception, was prematurely revalued in 2005 to reflect increased anticipated
proceeds upon disposal.(d)
    
    GM originally estimated its discount rate for the U.S. Hourly pension plan referencing
certain indicators which, in view of evolving guidance, did not provide the best estimate to
defease the pension liability. The above adjustments to 2005 results
include the amounts,
net of tax, to correct the original accounting estimates. Also, GM erroneously calculated the
anticipated effect of cost reduction initiatives on its expected healthcare cost trend rate
for 2002 and, as a result, understated that rate. The above
adjustments to 2005 and 2004 results
reflect the subsequent increase in accrued expense related to the 2001 calculation.(e)
    
    For periods covered by this filing, GM has recorded other accounting adjustments it has
identified that were not recorded in the proper period. These out-of-period adjustments were
not material to the financial statements as originally reported; however, as part of the
restatement, they are being recognized in the period in which the underlying transactions
occurred. The effect of these adjustments, net-of-tax, was $(43) million and $(29) million for
the three months ended September 30, 2005 and 2004, respectively, and $(30) million and $56
million for the nine months ended September 30, 2005 and 2004, respectively. The significant
out-of-period adjustments were related to the following matters: (1) Engineering and
facility-related expenses recorded in improper periods; (2) Over-depreciation of certain fixed
assets; (3) Reconciliation of prior year tax provisions to actual tax returns.
 Statements of Cash Flows
 Restatements 
 Reclassifications 
   Nine Months Ended September 30,2005
    
    
    2004Financing
    
    
    
    
    
    
    Financingand
    
    
    
    
    
    
    andConsolidated
    
    
    Insurance
    
    
    Consolidated
    
    
    InsuranceNet cash used in operating
activitiesAs originally reported
    
    $
    3,676
    
    
    $
    6,158
    
    
    $
    11,396
    
    
    $
    10,123Reclassification  wholesale
loans
    
    
    
    
    
    
    
    
    
    
    712
    
    
    
    712As previously reported
    
    $
    3,676
    
    
    $
    6,158
    
    
    $
    12,108
    
    
    $
    10,835Restatement  mortgage
related activities
    
    
    (10,932
    )
    
    
    (10,932
    )
    
    
    (2,601
    )
    
    
    (2,601
    )Reclassification
 net transactions with automotive/financing operations
    
    
    
    
    
    
    (767
    )
    
    
    
    
    
    
    As restated
    
    $
    (7,256
    )
    
    $
    (5,541
    )
    
    $
    9,507
    
    
    $
    8,234Net cash provided by (used
in) investing
activitiesAs originally reported
    
    $
    (179
    )
    
    $
    (1,550
    )
    
    $
    (23,497
    )
    
    $
    (20,347
    )Reclassification  Wholesale
loans
    
    
    
    
    
    
    
    
    
    
    (712
    )
    
    
    (712
    )As previously reported
    
    $
    (179
    )
    
    $
    (1,550
    )
    
    $
    (24,209
    )
    
    $
    (21,059
    )Restatement  Mortgage
related activities
    
    
    10,932
    
    
    
    10,932
    
    
    
    2,601
    
    
    
    2,601As restated
    
    $
    10,753
    
    
    $
    9,382
    
    
    $
    (21,608
    )
    
    $
    (18,458
    )
 12




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued(Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
  CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
 Three Months Ended September 30,2005
    
    
    2004Previously
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    reported
    
    
    Restated(dollars in millions except per share amounts)GENERAL MOTORS CORPORATION AND SUBSIDIARIESTotal net sales and revenues
    
    $
    47,182
    
    
    $
    47,182
    
    
    $
    44,899
    
    
    $
    44,934Cost of sales and other expenses
    
    
    40,372
    
    
    
    40,521
    
    
    
    37,372
    
    
    
    37,508Selling, general, and administrative expenses
    
    
    5,473
    
    
    
    5,473
    
    
    
    4,342
    
    
    
    4,322Interest expense
    
    
    4,059
    
    
    
    4,059
    
    
    
    3,010
    
    
    
    3,010Total costs and expenses
    
    
    49,904
    
    
    
    50,053
    
    
    
    44,724
    
    
    
    44,840Income
(loss) before income taxes, equity income and minority
interests
    
    
    (2,722
    )
    
    
    (2,871
    )
    
    
    175
    
    
    
    94Income tax (benefit) expense
    
    
    (989
    )
    
    
    (1,107
    )
    
    
    10
    
    
    
    (39
    )Equity income (loss) and minority interests
    
    
    100
    
    
    
    100
    
    
    
    150
    
    
    
    150Net
income (loss)
    
    $
    (1,633
    )
    
    $
    (1,664
    )
    
    $
    315
    
    
    $
    283Basic earnings (loss) per share attributable to
common stock
    
    $
    (2.89
    )
    
    $
    (2.94
    )
    
    $
    0.56
    
    
    $
    0.50Earnings (loss) per share attributable to common
stock assuming dilution
    
    $
    (2.89
    )
    
    $
    (2.94
    )
    
    $
    0.56
    
    
    $
    0.50
 Nine Months Ended September 30,2005
    
    
    2004Previously
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    reported
    
    
    Restated(dollars in millions except per share amounts)GENERAL MOTORS CORPORATION AND SUBSIDIARIESTotal net sales and revenues
    
    $
    141,424
    
    
    $
    141,424
    
    
    $
    141,983
    
    
    $
    142,089Cost of sales and other expenses
    
    
    120,587
    
    
    
    120,750
    
    
    
    115,923
    
    
    
    116,175Selling, general, and administrative expenses
    
    
    15,794
    
    
    
    15,794
    
    
    
    14,522
    
    
    
    14,522Interest expense
    
    
    11,450
    
    
    
    11,450
    
    
    
    8,633
    
    
    
    8,633Total costs and expenses
    
    
    147,831
    
    
    
    147,994
    
    
    
    139,078
    
    
    
    139,330Income before income taxes, equity income and minority
interests
    
    
    (6,407
    )
    
    
    (6,570
    )
    
    
    2,905
    
    
    
    2,759Income tax (benefit) expense
    
    
    (2,254
    )
    
    
    (2,324
    )
    
    
    620
    
    
    
    427Equity income (loss) and minority interests
    
    
    342
    
    
    
    342
    
    
    
    615
    
    
    
    615Net
income (loss)
    
    $
    (3,811
    )
    
    $
    (3,904
    )
    
    $
    2,900
    
    
    $
    2,947Basic earnings (loss) per share attributable to
common stock
    
    $
    (6.74
    )
    
    $
    (6.90
    )
    
    $
    5.14
    
    
    $
    5.22Earnings (loss) per share attributable to common
stock assuming dilution
    
    $
    (6.74
    )
    
    $
    (6.90
    )
    
    $
    5.11
    
    
    $
    5.19
 13




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued(Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
 SUPPLEMENTAL
INFORMATION TO THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 Three Months Ended September 30,2005
    
    
    2004Previously
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    reported
    
    
    Restated(dollars in millions)AUTOMOTIVE AND OTHER OPERATIONSTotal net sales and revenues
    
    $
    38,363
    
    
    $
    38,363
    
    
    $
    37,065
    
    
    $
    37,065Cost of sales and other expenses
    
    
    38,009
    
    
    
    38,130
    
    
    
    34,913
    
    
    
    35,030Selling, general, and administrative expenses
    
    
    3,285
    
    
    
    3,285
    
    
    
    2,212
    
    
    
    2,212Total costs and expenses
    
    
    41,294
    
    
    
    41,415
    
    
    
    37,125
    
    
    
    37,242Interest expense
    
    
    746
    
    
    
    746
    
    
    
    622
    
    
    
    622Net expense from transactions with Financing and
Insurance Operations
    
    
    96
    
    
    
    96
    
    
    
    77
    
    
    
    77(Loss) before income taxes, equity income, and
minority interests
    
    
    (3,773
    )
    
    
    (3,894
    )
    
    
    (759
    )
    
    
    (876
    )Income tax (benefit)
    
    
    (1,357
    )
    
    
    (1,468
    )
    
    
    (305
    )
    
    
    (357
    )Equity income (loss) and minority interests
    
    
    101
    
    
    
    101
    
    
    
    152
    
    
    
    152Net income (loss)  Automotive and Other
Operations
    
    $
    (2,315
    )
    
    $
    (2,325
    )
    
    $
    (302
    )
    
    $
    (367
    )FINANCING AND INSURANCE OPERATIONSTotal revenues
    
    $
    8,819
    
    
    $
    8,819
    
    
    $
    7,834
    
    
    $
    7,869Interest expense
    
    
    3,313
    
    
    
    3,313
    
    
    
    2,388
    
    
    
    2,388Depreciation and amortization expense
    
    
    1,440
    
    
    
    1,440
    
    
    
    1,338
    
    
    
    1,394Operating and other expenses
    
    
    2,133
    
    
    
    2,161
    
    
    
    2,135
    
    
    
    2,079Provisions for financing and insurance losses
    
    
    978
    
    
    
    978
    
    
    
    1,116
    
    
    
    1,115Total costs and expenses
    
    
    7,864
    
    
    
    7,892
    
    
    
    6,977
    
    
    
    6,976Net income from transactions with Automotive and Other
Operations
    
    
    (96
    )
    
    
    (96
    )
    
    
    (77
    )
    
    
    (77
    )Income before income taxes, equity income and minority
interests
    
    
    1,051
    
    
    
    1,023
    
    
    
    934
    
    
    
    970Income tax expense
    
    
    368
    
    
    
    361
    
    
    
    315
    
    
    
    318Equity income (loss) and minority interests
    
    
    (1
    )
    
    
    (1
    )
    
    
    (2
    )
    
    
    (2
    )Net income  Financing and Insurance Operations
    
    $
    682
    
    
    $
    661
    
    
    $
    617
    
    
    $
    650Net income (loss) by reportable operating segment /
regionAutomotive and Other OperationsGM North America (GMNA)
    
    $
    (2,095
    )
    
    $
    (2,165
    )
    
    $
    (88
    )
    
    $
    (166
    )GM Europe (GME)
    
    
    (382
    )
    
    
    (363
    )
    
    
    (236
    )
    
    
    (207
    )GM Latin America/Africa/Mid-East (GMLAAM)
    
    
    (74
    )
    
    
    (68
    )
    
    
    27
    
    
    
    17GM Asia Pacific (GMAP)
    
    
    114
    
    
    
    126
    
    
    
    78
    
    
    
    74Other Operations
    
    
    122
    
    
    
    145
    
    
    
    (83
    )
    
    
    (85
    )Net income
(loss)  Automotive and Other Operations
    
    
    (2,315
    )
    
    
    (2,325
    )
    
    
    (302
    )
    
    
    (367
    )Financing and Insurance OperationsNet income  Financing and Insurance Operations
    
    
    682
    
    
    
    661
    
    
    
    617
    
    
    
    650Net income (loss)
    
    $
    (1,633
    )
    
    $
    (1,664
    )
    
    $
    315
    
    
    $
    283
 14




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued(Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
 SUPPLEMENTAL
INFORMATION TO THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 Nine Months Ended September 30,2005
    
    
    2004Previously
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    reported
    
    
    Restated(dollars in millions)AUTOMOTIVE AND OTHER OPERATIONSTotal net sales and revenues
    
    $
    115,844
    
    
    $
    115,844
    
    
    $
    118,404
    
    
    $
    118,404Cost of sales and other expenses
    
    
    113,776
    
    
    
    113,996
    
    
    
    108,603
    
    
    
    108,755Selling, general, and administrative expenses
    
    
    9,442
    
    
    
    9,442
    
    
    
    8,379
    
    
    
    8,379Total costs and expenses
    
    
    123,218
    
    
    
    123,438
    
    
    
    116,982
    
    
    
    117,134Interest expense
    
    
    2,102
    
    
    
    2,102
    
    
    
    1,780
    
    
    
    1,780Net expense from transactions with Financing and
Insurance Operations
    
    
    283
    
    
    
    283
    
    
    
    204
    
    
    
    204(Loss) before income taxes, equity income, and
minority interests
    
    
    (9,759
    )
    
    
    (9,979
    )
    
    
    (562
    )
    
    
    (714
    )Income tax (benefit)
    
    
    (3,383
    )
    
    
    (3,531
    )
    
    
    (630
    )
    
    
    (836
    )Equity income (loss) and minority interests
    
    
    346
    
    
    
    346
    
    
    
    619
    
    
    
    619Net income (loss)  Automotive and Other
Operations
    
    $
    (6,030
    )
    
    $
    (6,102
    )
    
    $
    687
    
    
    $
    741FINANCING AND INSURANCE OPERATIONSTotal revenues
    
    $
    25,580
    
    
    $
    25,580
    
    
    $
    23,579
    
    
    $
    23,685Interest expense
    
    
    9,348
    
    
    
    9,348
    
    
    
    6,853
    
    
    
    6,853Depreciation and amortization expense
    
    
    4,242
    
    
    
    4,242
    
    
    
    4,001
    
    
    
    4,116Operating and other expenses
    
    
    6,228
    
    
    
    6,171
    
    
    
    6,244
    
    
    
    6,238Provisions for financing and insurance losses
    
    
    2,693
    
    
    
    2,693
    
    
    
    3,218
    
    
    
    3,209Total costs and expenses
    
    
    22,511
    
    
    
    22,454
    
    
    
    20,316
    
    
    
    20,416Net income from transactions with Automotive and Other
Operations
    
    
    (283
    )
    
    
    (283
    )
    
    
    (204
    )
    
    
    (204
    )Income before income taxes, equity income and minority
interests
    
    
    3,352
    
    
    
    3,409
    
    
    
    3,467
    
    
    
    3,473Income tax expense
    
    
    1,129
    
    
    
    1,207
    
    
    
    1,250
    
    
    
    1,263Equity income (loss) and minority interests
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )Net income  Financing and Insurance Operations
    
    $
    2,219
    
    
    $
    2,198
    
    
    $
    2,213
    
    
    $
    2,206Net income (loss) by reportable operating segment /
regionAutomotive and Other OperationsGM North America (GMNA)
    
    $
    (4,849
    )
    
    $
    (4,990
    )
    
    $
    668
    
    
    $
    544GM Europe (GME)
    
    
    (996
    )
    
    
    (1,022
    )
    
    
    (397
    )
    
    
    (378
    )GM Latin America/Africa/Mid-East (GMLAAM)
    
    
    5
    
    
    
    (12
    )
    
    
    38
    
    
    
    18GM Asia Pacific (GMAP)
    
    
    (438
    )
    
    
    (409
    )
    
    
    612
    
    
    
    599Other Operations
    
    
    248
    
    
    
    331
    
    
    
    (234
    )
    
    
    (42
    )Net income (loss)  Automotive and Other Operations
    
    
    (6,030
    )
    
    
    (6,102
    )
    
    
    687
    
    
    
    741Financing and Insurance OperationsNet income  Financing and Insurance Operations
    
    
    2,219
    
    
    
    2,198
    
    
    
    2,213
    
    
    
    2,206Net income (loss)
    
    $
    (3,811
    )
    
    $
    (3,904
    )
    
    $
    2,900
    
    
    $
    2,947
 15




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued(Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 September 30,2005
    
    
    2004Previously
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    reported
    
    
    Restated(dollars in millions)ASSETSCash and cash equivalents
    
    $
    35,089
    
    
    $
    35,089
    
    
    $
    37,589
    
    
    $
    37,589Marketable securities
    
    
    18,012
    
    
    
    18,012
    
    
    
    21,034
    
    
    
    21,034Total cash and marketable securities
    
    
    53,101
    
    
    
    53,101
    
    
    
    58,623
    
    
    
    58,623Finance receivables  net
    
    
    177,082
    
    
    
    177,082
    
    
    
    193,755
    
    
    
    193,282Loans held for sale
    
    
    17,581
    
    
    
    17,581
    
    
    
    20,116
    
    
    
    20,116Accounts and notes receivable (less allowances)
    
    
    16,285
    
    
    
    16,285
    
    
    
    17,379
    
    
    
    17,385Inventories (less allowances)
    
    
    14,175
    
    
    
    14,175
    
    
    
    12,544
    
    
    
    12,544Assets held for sale
    
    
    18,748
    
    
    
    18,748
    
    
    
    
    
    
    
    Deferred income taxes
    
    
    28,499
    
    
    
    28,887
    
    
    
    27,219
    
    
    
    27,724Net equipment on operating leases (less accumulated depreciation)
    
    
    37,972
    
    
    
    37,972
    
    
    
    33,016
    
    
    
    33,483Equity in net assets of nonconsolidated affiliates
    
    
    4,260
    
    
    
    4,260
    
    
    
    6,637
    
    
    
    6,637Property  net
    
    
    39,616
    
    
    
    39,616
    
    
    
    37,432
    
    
    
    37,432Intangible assets  net
    
    
    4,799
    
    
    
    4,799
    
    
    
    4,732
    
    
    
    4,732Other assets
    
    
    56,993
    
    
    
    56,912
    
    
    
    57,182
    
    
    
    57,182Total assets
    
    $
    469,111
    
    
    $
    469,418
    
    
    $
    468,635
    
    
    $
    469,140LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable (principally trade)
    
    $
    29,886
    
    
    $
    29,886
    
    
    $
    26,404
    
    
    $
    26,404Notes and loans payable
    
    
    278,232
    
    
    
    278,232
    
    
    
    290,920
    
    
    
    290,920Liabilities related to assets held for sale
    
    
    12,319
    
    
    
    12,319
    
    
    
    
    
    
    
    Postretirement benefits other than pensions
    
    
    32,101
    
    
    
    32,167
    
    
    
    31,948
    
    
    
    32,022Pensions
    
    
    9,982
    
    
    
    9,968
    
    
    
    7,824
    
    
    
    7,824Deferred income taxes
    
    
    6,718
    
    
    
    6,718
    
    
    
    6,134
    
    
    
    6,134Accrued expenses and other liabilities
    
    
    76,620
    
    
    
    77,320
    
    
    
    77,417
    
    
    
    78,165Total liabilities
    
    
    445,858
    
    
    
    446,610
    
    
    
    440,647
    
    
    
    441,469Minority interests
    
    
    829
    
    
    
    829
    
    
    
    369
    
    
    
    369Stockholders equity$1-2/3 par value common stock (outstanding 565,504,852;
and 564,804,464 shares)
    
    
    943
    
    
    
    943
    
    
    
    941
    
    
    
    941Capital surplus (principally additional paid-in capital)
    
    
    15,281
    
    
    
    15,281
    
    
    
    15,209
    
    
    
    15,209Retained earnings
    
    
    9,754
    
    
    
    9,295
    
    
    
    14,804
    
    
    
    14,487Subtotal
    
    
    25,978
    
    
    
    25,519
    
    
    
    30,954
    
    
    
    30,637Accumulated foreign currency translation adjustments
    
    
    (1,630
    )
    
    
    (1,630
    )
    
    
    (1,678
    )
    
    
    (1,678
    )Net unrealized gains on derivatives
    
    
    406
    
    
    
    406
    
    
    
    215
    
    
    
    215Net unrealized gains on securities
    
    
    742
    
    
    
    742
    
    
    
    610
    
    
    
    610Minimum pension liability adjustment
    
    
    (3,072
    )
    
    
    (3,058
    )
    
    
    (2,482
    )
    
    
    (2,482
    )Accumulated other comprehensive loss
    
    
    (3,554
    )
    
    
    (3,540
    )
    
    
    (3,335
    )
    
    
    (3,335
    )Total stockholders equity
    
    
    22,424
    
    
    
    21,979
    
    
    
    27,619
    
    
    
    27,302Total liabilities and stockholders equity
    
    $
    469,111
    
    
    $
    469,418
    
    
    $
    468,635
    
    
    $
    469,140
 16




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued(Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
 SUPPLEMENTAL
INFORMATION TO THE CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30,2005
    
    
    2004Previously
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    reported
    
    
    Restated(dollars in millions)ASSETSAutomotive and Other OperationsCash and cash equivalents
    
    $
    13,695
    
    
    $
    13,695
    
    
    $
    12,984
    
    
    $
    12,984Marketable securities
    
    
    1,437
    
    
    
    1,437
    
    
    
    7,969
    
    
    
    7,969Total cash and marketable securities
    
    
    15,132
    
    
    
    15,132
    
    
    
    20,953
    
    
    
    20,953Accounts and notes receivable (less allowances)
    
    
    7,800
    
    
    
    7,800
    
    
    
    6,542
    
    
    
    6,542Inventories (less allowances)
    
    
    13,755
    
    
    
    13,755
    
    
    
    12,035
    
    
    
    12,035Net equipment on operating leases (less accumulated depreciation)
    
    
    7,302
    
    
    
    7,302
    
    
    
    6,764
    
    
    
    6,764Deferred income taxes and other current assets
    
    
    9,859
    
    
    
    9,778
    
    
    
    10,813
    
    
    
    10,813Total current assets
    
    
    53,848
    
    
    
    53,767
    
    
    
    57,107
    
    
    
    57,107Equity in net assets of nonconsolidated affiliates
    
    
    4,260
    
    
    
    4,260
    
    
    
    6,637
    
    
    
    6,637Property  net
    
    
    37,860
    
    
    
    37,860
    
    
    
    35,583
    
    
    
    35,583Intangible assets  net
    
    
    1,674
    
    
    
    1,674
    
    
    
    1,445
    
    
    
    1,445Deferred income taxes
    
    
    20,343
    
    
    
    20,731
    
    
    
    18,086
    
    
    
    18,418Other assets
    
    
    41,101
    
    
    
    41,101
    
    
    
    41,251
    
    
    
    41,251Total Automotive and Other Operations assets
    
    
    159,086
    
    
    
    159,393
    
    
    
    160,109
    
    
    
    160,441Financing and Insurance OperationsCash and cash equivalents
    
    
    21,394
    
    
    
    21,394
    
    
    
    24,605
    
    
    
    24,605Investments in securities
    
    
    16,575
    
    
    
    16,575
    
    
    
    13,065
    
    
    
    13,065Finance receivables  net
    
    
    177,082
    
    
    
    177,082
    
    
    
    193,755
    
    
    
    193,282Loans held for sale
    
    
    17,581
    
    
    
    17,581
    
    
    
    20,116
    
    
    
    20,116Assets held for sale
    
    
    18,748
    
    
    
    18,748
    
    
    
    
    
    
    
    Net equipment on operating leases (less accumulated depreciation)
    
    
    30,670
    
    
    
    30,670
    
    
    
    26,252
    
    
    
    26,719Other assets
    
    
    27,975
    
    
    
    27,975
    
    
    
    30,733
    
    
    
    30,912Net receivable from Automotive and Other Operations
    
    
    3,399
    
    
    
    3,399
    
    
    
    2,548
    
    
    
    2,548Total Financing and Insurance Operations assets
    
    
    313,424
    
    
    
    313,424
    
    
    
    311,074
    
    
    
    311,247Total assets
    
    $
    472,510
    
    
    $
    472,817
    
    
    $
    471,183
    
    
    $
    471,688LIABILITIES AND STOCKHOLDERS EQUITYAutomotive and Other OperationsAccounts payable (principally trade)
    
    $
    26,784
    
    
    $
    26,784
    
    
    $
    23,287
    
    
    $
    23,287Loans payable
    
    
    1,509
    
    
    
    1,509
    
    
    
    2,540
    
    
    
    2,540Accrued expenses
    
    
    43,040
    
    
    
    43,280
    
    
    
    45,420
    
    
    
    45,461Net payable to Financing and Insurance Operations
    
    
    3,399
    
    
    
    3,399
    
    
    
    2,548
    
    
    
    2,548Total current liabilities
    
    
    74,732
    
    
    
    74,972
    
    
    
    73,795
    
    
    
    73,836Long-term debt
    
    
    30,929
    
    
    
    30,929
    
    
    
    30,065
    
    
    
    30,065Postretirement benefits other than pensions
    
    
    27,380
    
    
    
    27,445
    
    
    
    27,996
    
    
    
    28,070Pensions
    
    
    9,891
    
    
    
    9,877
    
    
    
    7,755
    
    
    
    7,755Other liabilities and deferred income taxes
    
    
    15,764
    
    
    
    16,273
    
    
    
    15,402
    
    
    
    15,943Total Automotive and Other Operations liabilities
    
    
    158,696
    
    
    
    159,496
    
    
    
    155,013
    
    
    
    155,669Financing and Insurance OperationsAccounts payable
    
    
    3,102
    
    
    
    3,102
    
    
    
    3,117
    
    
    
    3,117Liabilities related to assets held for sale
    
    
    12,319
    
    
    
    12,319
    
    
    
    
    
    
    
    Debt
    
    
    245,794
    
    
    
    245,794
    
    
    
    258,315
    
    
    
    258,315Other liabilities and deferred income taxes
    
    
    29,346
    
    
    
    29,298
    
    
    
    26,750
    
    
    
    26,916Total Financing and Insurance Operations liabilities
    
    
    290,561
    
    
    
    290,513
    
    
    
    288,182
    
    
    
    288,348Total liabilities
    
    
    449,257
    
    
    
    450,009
    
    
    
    443,195
    
    
    
    444,017Minority interests
    
    
    829
    
    
    
    829
    
    
    
    369
    
    
    
    369Total stockholders equity
    
    
    22,424
    
    
    
    21,979
    
    
    
    27,619
    
    
    
    27,302Total liabilities and stockholders equity
    
    $
    472,510
    
    
    $
    472,817
    
    
    $
    471,183
    
    
    $
    471,688
 17




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued (Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 For The Nine Months Ended September 30,2005
    
    
    2004Previously
    
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    
    reported
    
    
    Restated(dollars in millions)Net cash used in operating activities
    
    $
    3,676
    
    
    $
    (7,256
    )
    
    $
    12,108
    
    
    $
    9,507Cash flows from investing activitiesExpenditures for property
    
    
    (5,048
    )
    
    
    (5,048
    )
    
    
    (4,762
    )
    
    
    (4,762
    )Investments in marketable securities  acquisitions
    
    
    (14,473
    )
    
    
    (14,473
    )
    
    
    (9,503
    )
    
    
    (9,503
    )Investments in marketable securities  liquidations
    
    
    16,091
    
    
    
    16,348
    
    
    
    10,095
    
    
    
    10,095Net change
in mortgage servicing rights
    
    
    (1,089
    )
    
    
    (101
    )
    
    
    (1,151
    )
    
    
    (276
    )Increase in finance receivables
    
    
    (15,843
    )
    
    
    (6,781
    )
    
    
    (31,731
    )
    
    
    (30,220
    )Proceeds from sales of finance receivables
    
    
    27,802
    
    
    
    27,802
    
    
    
    16,811
    
    
    
    16,811Operating leases  acquisitions
    
    
    (12,372
    )
    
    
    (12,372
    )
    
    
    (10,522
    )
    
    
    (10,522
    )Operating leases  liquidations
    
    
    5,029
    
    
    
    5,029
    
    
    
    5,831
    
    
    
    5,831Investments in companies, net of cash acquired
    
    
    1,367
    
    
    
    1,367
    
    
    
    (85
    )
    
    
    (85
    )Other
    
    
    (1,643
    )
    
    
    (1,018
    )
    
    
    808
    
    
    
    1,023Net cash used in investing activities
    
    
    (179
    )
    
    
    10,753
    
    
    
    (24,209
    )
    
    
    (21,608
    )Cash flows from financing activitiesNet increase in loans payable
    
    
    (6,289
    )
    
    
    (6,289
    )
    
    
    1,559
    
    
    
    1,559Long-term debt  borrowings
    
    
    49,194
    
    
    
    49,194
    
    
    
    57,505
    
    
    
    57,505Long-term debt  repayments
    
    
    (50,834
    )
    
    
    (50,834
    )
    
    
    (44,822
    )
    
    
    (44,822
    )Cash dividends paid to stockholders
    
    
    (863
    )
    
    
    (863
    )
    
    
    (847
    )
    
    
    (847
    )Other
    
    
    5,020
    
    
    
    5,020
    
    
    
    3,763
    
    
    
    3,763Net cash provided by (used in) financing activities
    
    
    (3,772
    )
    
    
    (3,772
    )
    
    
    17,158
    
    
    
    17,158Effect of exchange rate changes on cash and cash equivalents
    
    
    (120
    )
    
    
    (120
    )
    
    
    (22
    )
    
    
    (22
    )Net decrease in cash and cash equivalents
    
    
    (395
    )
    
    
    (395
    )
    
    
    5,035
    
    
    
    5,035Cash and
cash equivalents reclassified to Assets Held for Sale
    
    
    
    
    
    
    (509
    )
    
    
    
    
    
    
    Cash and cash equivalents at beginning of the period
    
    
    35,993
    
    
    
    35,993
    
    
    
    32,554
    
    
    
    32,554Cash and cash equivalents at end of the period
    
    $
    35,598
    
    
    $
    35,089
    
    
    $
    37,589
    
    
    $
    37,589
 18




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued (Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
 SUPPLEMENTAL INFORMATION TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 For The Nine Months Ended September 30, 2005Automotiveand Other Operations
    
    
    Financing and InsurancePreviously
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    reported
    
    
    Restated(dollars in millions)Net cash provided by (used in) operating activities
    
    $
    (2,482
    )
    
    $
    (1,715
    )
    
    $
    6,158
    
    
    $
    (5,541
    )Cash flows from investing activitiesExpenditures for property
    
    
    (4,878
    )
    
    
    (4,878
    )
    
    
    (170
    )
    
    
    (170
    )Investments in marketable securities  acquisitions
    
    
    (289
    )
    
    
    (289
    )
    
    
    (14,184
    )
    
    
    (14,184
    )Investments in marketable securities  liquidations
    
    
    5,319
    
    
    
    5,319
    
    
    
    10,772
    
    
    
    11,029Net change
in mortgage servicing rights
    
    
    
    
    
    
    
    
    
    
    (1,089
    )
    
    
    (101
    )Increase in finance receivables
    
    
    
    
    
    
    
    
    
    
    (15,843
    )
    
    
    (6,781
    )Proceeds from sales of finance receivables
    
    
    
    
    
    
    
    
    
    
    27,802
    
    
    
    27,802Operating leases  acquisitions
    
    
    
    
    
    
    
    
    
    
    (12,372
    )
    
    
    (12,372
    )Operating leases  liquidations
    
    
    
    
    
    
    
    
    
    
    5,029
    
    
    
    5,029Net investing activity with Financing and
Insurance Operations
    
    
    1,500
    
    
    
    1,500
    
    
    
    
    
    
    
    Investments in companies, net of cash acquired
    
    
    1,367
    
    
    
    1,367
    
    
    
    
    
    
    
    Other
    
    
    (148
    )
    
    
    (148
    )
    
    
    (1,495
    )
    
    
    (870
    )Net cash provided by (used in) investing activities
    
    
    2,871
    
    
    
    2,871
    
    
    
    (1,550
    )
    
    
    9,382Cash flows from financing activitiesNet (decrease) increase in loans payable
    
    
    8
    
    
    
    8
    
    
    
    (6,297
    )
    
    
    (6,297
    )Long-term debt  borrowings
    
    
    97
    
    
    
    97
    
    
    
    49,097
    
    
    
    49,097Long-term debt  repayments
    
    
    (21
    )
    
    
    (21
    )
    
    
    (50,813
    )
    
    
    (50,813
    )Net financing activity with Automotive and Other
Operations
    
    
    
    
    
    
    
    
    
    
    (1,500
    )
    
    
    (1,500
    )Cash dividends paid to stockholders
    
    
    (863
    )
    
    
    (863
    )
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    5,020
    
    
    
    5,020Net cash provided by (used in) financing activities
    
    
    (779
    )
    
    
    (779
    )
    
    
    (4,493
    )
    
    
    (4,493
    )Effect of exchange rate changes on cash and cash
equivalents
    
    
    (36
    )
    
    
    (36
    )
    
    
    (84
    )
    
    
    (84
    )Net transactions with Automotive/Financing
Operations
    
    
    973
    
    
    
    206
    
    
    
    (973
    )
    
    
    (206
    )Net increase (decrease) in cash and cash
equivalents
    
    
    547
    
    
    
    547
    
    
    
    (942
    )
    
    
    (942
    )Cash and
cash equivalents reclassified to Assets Held for Sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (509
    )Cash and cash equivalents at beginning of the year
    
    
    13,148
    
    
    
    13,148
    
    
    
    22,845
    
    
    
    22,845Cash and cash equivalents at end of the year
    
    $
    13,695
    
    
    $
    13,695
    
    
    $
    21,903
    
    
    $
    21,394
 19




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued (Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
 SUPPLEMENTAL INFORMATION TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 For The Nine Months Ended September 30, 2004Automotiveand Other Operations
    
    
    Financing and InsurancePreviously
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    reported
    
    
    Restated(dollars in millions)Net cash provided by (used in) operating activities
    
    $
    1,273
    
    
    $
    1,273
    
    
    $
    10,835
    
    
    $
    8,234Cash flows from investing activitiesExpenditures for property
    
    
    (4,502
    )
    
    
    (4,502
    )
    
    
    (260
    )
    
    
    (260
    )Investments in marketable securities  acquisitions
    
    
    (1,817
    )
    
    
    (1,817
    )
    
    
    (7,686
    )
    
    
    (7,686
    )Investments in marketable securities  liquidations
    
    
    2,915
    
    
    
    2,915
    
    
    
    7,180
    
    
    
    7,180Net change
in mortgage servicing rights
    
    
    
    
    
    
    
    
    
    
    (1,151
    )
    
    
    (276
    )Increase in finance receivables
    
    
    
    
    
    
    
    
    
    
    (31,731
    )
    
    
    (30,220
    )Proceeds from sales of finance receivables
    
    
    
    
    
    
    
    
    
    
    16,811
    
    
    
    16,811Operating leases  acquisitions
    
    
    
    
    
    
    
    
    
    
    (10,522
    )
    
    
    (10,522
    )Operating leases  liquidations
    
    
    
    
    
    
    
    
    
    
    5,831
    
    
    
    5,831Net investing activity with Financing and
Insurance Operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Investments in companies, net of cash acquired
    
    
    (94
    )
    
    
    (94
    )
    
    
    9
    
    
    
    9Other
    
    
    348
    
    
    
    348
    
    
    
    460
    
    
    
    675Net cash provided by (used in) investing activities
    
    
    (3,150
    )
    
    
    (3,150
    )
    
    
    (21,059
    )
    
    
    (18,458
    )Cash flows from financing activitiesNet (decrease) increase in loans payable
    
    
    (498
    )
    
    
    (498
    )
    
    
    2,057
    
    
    
    2,057Long-term debt  borrowings
    
    
    845
    
    
    
    845
    
    
    
    56,660
    
    
    
    56,660Long-term debt  repayments
    
    
    (72
    )
    
    
    (72
    )
    
    
    (44,750
    )
    
    
    (44,750
    )Net financing activity with Automotive and Other
Operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash dividends paid to stockholders
    
    
    (847
    )
    
    
    (847
    )
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    3,763
    
    
    
    3,763Net cash provided by (used in) financing activities
    
    
    (572
    )
    
    
    (572
    )
    
    
    17,730
    
    
    
    17,730Effect of exchange rate changes on cash and cash
equivalents
    
    
    (47
    )
    
    
    (47
    )
    
    
    25
    
    
    
    25Net transactions with Automotive/Financing
Operations
    
    
    1,056
    
    
    
    1,056
    
    
    
    (1,056
    )
    
    
    (1,056
    )Net increase (decrease) in cash and cash
equivalents
    
    
    (1,440
    )
    
    
    (1,440
    )
    
    
    6,475
    
    
    
    6,475Cash and cash equivalents at beginning of the year
    
    
    14,424
    
    
    
    14,424
    
    
    
    18,130
    
    
    
    18,130Cash and cash equivalents at end of the year
    
    $
    12,984
    
    
    $
    12,984
    
    
    $
    24,605
    
    
    $
    24,605
 Assets and Liabilities Classified as Held for Sale
  Cash and cash equivalents
    
    $
    509Marketable securities
    
    
    2,217Total cash and marketable securities
    
    
    2,726Finance receivables  net
    
    
    3,382Loans held for sale
    
    
    8,448Other assets
    
    
    4,192Total assets held for sale
    
    $
    18,748Accounts payable
    
    $
    264Debt
    
    
    6,896Deferred income taxes and other liabilities
    
    
    5,056Minority interest
    
    
    103Total liabilities related to assets held for sale
    
    $
    12,319
 20




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Presentation of Delphi Receivable
  New Accounting Standards
  21




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 1. Financial Statement Presentation (concluded)
  NOTE 2. Acquisition and Disposal of Businesses
   Actual
    
    Pro-forma
    
    Pro-formaThree Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004Total net sales and revenues
    
    $
    1,438
    
    
    $
    962
    
    
    $
    4,485
    
    
    $
    2,976Income (loss) before income
taxes, equity income and
minority interests
    
    $
    59
    
    
    $
    (56
    )
    
    $
    102
    
    
    $
    (37
    )
    22




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 3. Asset Impairments
    NOTE 4. Inventories
  Sept. 30,
    
    
    Dec. 31,
    
    
    Sept. 30,2005
    
    
    2004
    
    
    2004Automotive and Other OperationsProductive material, work in process, and supplies
    
    $
    6,329
    
    
    $
    4,838
    
    
    $
    5,876Finished product, service parts, etc.
    
    
    8,729
    
    
    
    8,321
    
    
    
    7,745Total inventories at FIFO
    
    
    15,058
    
    
    
    13,159
    
    
    
    13,621Less LIFO allowance
    
    
    (1,303
    )
    
    
    (1,442
    )
    
    
    (1,586
    )Total inventories (less allowances)
    
    $
    13,755
    
    
    $
    11,717
    
    
    $
    12,035Financing and Insurance OperationsOff-lease vehicles
    
    
    420
    
    
    
    530
    
    
    
    509Total consolidated inventories (less allowances)
    
    $
    14,175
    
    
    $
    12,247
    
    
    $
    12,544
 NOTE 5. Goodwill and Acquired Intangible Assets
  Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingSeptember 30, 2005
    
    Amount
    
    
    Amortization
    
    
    AmountAutomotive and Other OperationsAmortizing intangible assets:Patents and intellectual property rights
    
    $
    510
    
    
    $
    108
    
    
    $
    402Non-amortizing intangible assets:Goodwill
    
    
    
    
    
    
    
    
    
    
    529Pension intangible asset
    
    
    
    
    
    
    
    
    
    
    743Total goodwill and intangible assets
    
    
    
    
    
    
    
    
    
    $
    1,674Financing and Insurance OperationsAmortizing intangible assets:Customer lists and contracts
    
    $
    63
    
    
    $
    41
    
    
    $
    22Trademarks and other
    
    
    29
    
    
    
    18
    
    
    
    11Covenants not to compete
    
    
    18
    
    
    
    18
    
    
    
    0Total
    
    $
    110
    
    
    $
    77
    
    
    $
    33Non-amortizing intangible assets:Goodwill
    
    
    
    
    
    
    
    
    
    
    3,092Total goodwill and intangible assets
    
    
    
    
    
    
    
    
    
    $
    3,125Total consolidated goodwill and intangible assets
    
    
    
    
    
    
    
    
    
    $
    4,799
 23




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 5. Goodwill and Acquired Intangible Assets (concluded)
 Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingSeptember 30, 2004
    
    Amount
    
    
    Amortization
    
    
    AmountAutomotive and Other OperationsAmortizing intangible assets:Patents and intellectual property rights
    
    $
    303
    
    
    $
    61
    
    
    $
    242Non-amortizing intangible assets:Goodwill
    
    
    
    
    
    
    
    
    
    
    550Pension intangible asset
    
    
    
    
    
    
    
    
    
    
    653Total goodwill and intangible assets
    
    
    
    
    
    
    
    
    
    $
    1,445Financing and Insurance OperationsAmortizing intangible assets:Customer lists and contracts
    
    $
    66
    
    
    $
    37
    
    
    $
    29Trademarks and other
    
    
    40
    
    
    
    19
    
    
    
    21Covenants not to compete
    
    
    18
    
    
    
    18
    
    
    
    Total
    
    $
    124
    
    
    $
    74
    
    
    $
    50Non-amortizing intangible assets:Goodwill
    
    
    
    
    
    
    
    
    
    
    3,237Total goodwill and intangible assets
    
    
    
    
    
    
    
    
    
    $
    3,287Total consolidated goodwill and intangible assets
    
    
    
    
    
    
    
    
    
    $
    4,732
   TotalAuto &GMNA
    
    
    GME
    
    
    Other
    
    
    GMAC
    
    
    Total GMBalance as of December 31, 2004
    
    $
    154
    
    
    
    446
    
    
    $
    600
    
    
    $
    3,274
    
    
    $
    3,874Goodwill acquired during the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    7Effect of foreign currency translation
    
    
    (8
    )
    
    
    (63
    )
    
    
    (71
    )
    
    
    (46
    )
    
    
    (117
    )Impairment/Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (143
    )
    
    
    (143
    )Balance as of September 30, 2005
    
    $
    146
    
    
    $
    383
    
    
    $
    529
    
    
    $
    3,092
    
    
    $
    3,621Balance as of December 31, 2003
    
    $
    154
    
    
    $
    413
    
    
    $
    567
    
    
    $
    3,223
    
    
    $
    3,790Goodwill acquired during the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    24Effect of foreign currency translation
    
    
    (1
    )
    
    
    (11
    )
    
    
    (12
    )
    
    
    (3
    )
    
    
    (15
    )Other
    
    
    (5
    )
    
    
    
    
    
    
    (5
    )
    
    
    (7
    )
    
    
    (12
    )Balance as of September 30, 2004
    
    $
    148
    
    
    $
    402
    
    
    $
    550
    
    
    $
    3,237
    
    
    $
    3,787
 NOTE 6. Investment in Nonconsolidated Affiliates
   24




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 6. Investment in Nonconsolidated Affiliates (concluded)
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004Italy
    
    NA
    
    $
    30
    
    
    $
    32
    
    
    $
    59Japan
    
    $
    45
    
    
    $
    32
    
    
    $
    140
    
    
    $
    191China
    
    $
    86
    
    
    $
    74
    
    
    $
    218
    
    
    $
    384Korea
    
    NA
    
    $
    (25
    )
    
    $
    17
    
    
    $
    (18
    )
   NOTE 7. Product Warranty Liability
  Nine Months
    
    
    Twelve Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    EndedSept. 30, 2005
    
    
    Dec. 31, 2004
    
    
    Sept. 30, 2004Beginning balance
    
    $
    9,315
    
    
    $
    8,832
    
    
    $
    8,832Payments
    
    
    (3,542
    )
    
    
    (4,669
    )
    
    
    (3,422
    )Increase in liability (warranties issued during
period)
    
    
    4,009
    
    
    
    5,065
    
    
    
    3,800Adjustments to liability (pre-existing warranties)
    
    
    (274
    )
    
    
    (85
    )
    
    
    (163
    )Effect of foreign currency translation and other
adjustments
    
    
    (204
    )
    
    
    172
    
    
    
    38Ending balance
    
    $
    9,304
    
    
    $
    9,315
    
    
    $
    9,085
  NOTE 8. Commitments and Contingent Matters
 Commitments
      25




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 8. Commitments and Contingent Matters (concluded)
 
  Contingent Matters
   Other Matters
      NOTE 9. Comprehensive Income (Loss)
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 302005
    
    
    2004
    
    
    2005
    
    
    2004Net income (loss)
    
    $
    (1,664
    )
    
    $
    283
    
    
    $
    (3,904
    )
    
    $
    2,947Other comprehensive income (loss)
    
    
    64
    
    
    
    (177
    )
    
    
    (655
    )
    
    
    271Total
    
    $
    (1,600
    )
    
    $
    106
    
    
    $
    (4,559
    )
    
    $
    3,218
 26




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 10. Earnings Per Share Attributable to Common Stock
  $1-2/3 Par Value Common StockIncome
    
    
    
    
    
    
    Per Share(Loss)
    
    
    Shares
    
    
    AmountThree Months Ended September 30, 2005Basic EPS(Losses) attributable to common stock
    
    $
    (1,664
    )
    
    
    566
    
    
    $
    (2.94
    )Effect of Dilutive SecuritiesAssumed exercise of dilutive stock options
    
    
    
    
    
    
    
    
    
    
    Diluted EPSAdjusted (losses) attributable to common stock
    
    $
    (1,664
    )
    
    
    566
    
    
    $
    (2.94
    )Three Months Ended September 30, 2004Basic EPSEarnings attributable to common stock
    
    $
    283
    
    
    
    565
    
    
    $
    0.50Effect of Dilutive SecuritiesAssumed exercise of dilutive stock options
    
    
    
    
    
    
    2
    
    
    
    Diluted EPSAdjusted earnings attributable to common stock
    
    $
    283
    
    
    
    567
    
    
    $
    0.50Nine Months Ended September 30, 2005Basic EPS(Losses) attributable to common stock
    
    $
    (3,904
    )
    
    
    565
    
    
    $
    (6.90
    )Effect of Dilutive SecuritiesAssumed exercise of dilutive stock options
    
    
    
    
    
    
    
    
    
    
    Diluted EPSAdjusted (losses) attributable to common stock
    
    $
    (3,904
    )
    
    
    565
    
    
    $
    (6.90
    )Nine Months Ended September 30, 2004Basic EPSEarnings attributable to common stock
    
    $
    2,947
    
    
    
    565
    
    
    $
    5.22Effect of Dilutive SecuritiesAssumed exercise of dilutive stock options
    
    
    
    
    
    
    3
    
    
    
    (0.03
    )Diluted EPSAdjusted earnings attributable to common stock
    
    $
    2,947
    
    
    
    568
    
    
    $
    5.19
  27




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 11. Depreciation and Amortization
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004Depreciation
    
    $
    1,256
    
    
    $
    1,117
    
    
    $
    3,818
    
    
    $
    3,706Amortization of special tools
    
    
    1,907
    
    
    
    737
    
    
    
    3,526
    
    
    
    2,237Amortization of intangible assets
    
    
    14
    
    
    
    9
    
    
    
    37
    
    
    
    25Total
    
    $
    3,177
    
    
    $
    1,863
    
    
    $
    7,381
    
    
    $
    5,968
 NOTE 12. Pensions and Other Postretirement Benefits
 U.S. Plans
    
    Non-U.S. PlansPension Benefits
    
    Pension Benefits
    
    Other BenefitsThree Months Ended
    
    Three Months Ended
    
    Three Months EndedSeptember 30,
    
    September 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004
    
    2005
    
    2004(dollars in millions)Components of expenseService cost
    
    $
    279
    
    
    $
    274
    
    
    $
    69
    
    
    $
    61
    
    
    $
    188
    
    
    $
    149Interest cost
    
    
    1,221
    
    
    
    1,262
    
    
    
    234
    
    
    
    221
    
    
    
    1,082
    
    
    
    970Expected return on plan assets
    
    
    (1,974
    )
    
    
    (1,956
    )
    
    
    (184
    )
    
    
    (167
    )
    
    
    (421
    )
    
    
    (274
    )Amortization of prior service cost
    
    
    291
    
    
    
    320
    
    
    
    26
    
    
    
    24
    
    
    
    (16
    )
    
    
    (20
    )Recognized net actuarial loss
    
    
    517
    
    
    
    464
    
    
    
    70
    
    
    
    48
    
    
    
    585
    
    
    
    276Curtailments, settlements, and other
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    1
    
    
    
    
    
    
    
    Net expense
    
    $
    334
    
    
    $
    364
    
    
    $
    223
    
    
    $
    188
    
    
    $
    1,418
    
    
    $
    1,101
 Nine Months Ended
    
    Nine Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004
    
    2005
    
    2004(dollars in millions)Components of expenseService cost
    
    $
    838
    
    
    $
    822
    
    
    $
    211
    
    
    $
    183
    
    
    $
    564
    
    
    $
    455Interest cost
    
    
    3,663
    
    
    
    3,785
    
    
    
    710
    
    
    
    659
    
    
    
    3,242
    
    
    
    2,954Expected return on plan assets
    
    
    (5,922
    )
    
    
    (5,864
    )
    
    
    (551
    )
    
    
    (493
    )
    
    
    (1,263
    )
    
    
    (821
    )Amortization of prior service cost
    
    
    873
    
    
    
    958
    
    
    
    80
    
    
    
    72
    
    
    
    (47
    )
    
    
    (60
    )Recognized net actuarial loss
    
    
    1,550
    
    
    
    1,392
    
    
    
    208
    
    
    
    143
    
    
    
    1,753
    
    
    
    924Curtailments, settlements, and other
    
    
    112
    
    
    
    34
    
    
    
    91
    
    
    
    8
    
    
    
    2
    
    
    
    Net expense
    
    $
    1,114
    
    
    $
    1,127
    
    
    $
    749
    
    
    $
    572
    
    
    $
    4,251
    
    
    $
    3,452
  NOTE 13. GMNA and GME 2005 Initiatives
    28




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 14. Segment Reporting
 Total
    
    
    
    
    
    
    Auto &
    
    
    
    
    
    
    Other
    
    
    TotalGMNA
    
    
    GME
    
    
    GMLAAM
    
    
    GMAP
    
    
    GMA
    
    
    Other
    
    
    Other
    
    
    GMAC
    
    
    Financing
    
    
    Financing(dollars in millions)For the Three Months Ended
September 30, 2005Manufactured products sales and revenues:External customers
    
    $
    26,144
    
    
    $
    6,837
    
    
    $
    2,805
    
    
    $
    2,893
    
    
    $
    38,679
    
    
    $
    (316
    )
    
    $
    38,363
    
    
    $
    8,710
    
    
    $
    109
    
    
    $
    8,819Intersegment
    
    
    (1,356
    )
    
    
    312
    
    
    
    186
    
    
    
    859
    
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total manufactured products
    
    $
    24,788
    
    
    $
    7,149
    
    
    $
    2,991
    
    
    $
    3,752
    
    
    $
    38,680
    
    
    $
    (317
    )
    
    $
    38,363
    
    
    $
    8,710
    
    
    $
    109
    
    
    $
    8,819Interest income (a)
    
    $
    383
    
    
    $
    96
    
    
    $
    11
    
    
    $
    17
    
    
    $
    507
    
    
    $
    (269
    )
    
    $
    238
    
    
    $
    601
    
    
    $
    (138
    )
    
    $
    463Interest expense
    
    $
    804
    
    
    $
    114
    
    
    $
    62
    
    
    $
    45
    
    
    $
    1,025
    
    
    $
    (279
    )
    
    $
    746
    
    
    $
    3,320
    
    
    $
    (7
    )
    
    $
    3,313Net income (loss)
    
    $
    (2,165
    )
    
    $
    (363
    )
    
    $
    (68
    )
    
    $
    126
    
    
    $
    (2,470
    )
    
    $
    145
    
    
    $
    (2,325
    )
    
    $
    654
    
    
    $
    7
    
    
    $
    661Segment assets
    
    $
    124,748
    
    
    $
    23,463
    
    
    $
    5,075
    
    
    $
    9,402
    
    
    $
    162,688
    
    
    $
    (3,295
    )
    
    $
    159,393
    
    
    $
    314,194
    
    
    $
    (770
    )
    
    $
    313,424For the Three Months Ended
September 30, 2004Manufactured products sales and revenues:External customers
    
    $
    26,969
    
    
    $
    6,682
    
    
    $
    1,961
    
    
    $
    1,396
    
    
    $
    37,008
    
    
    $
    57
    
    
    $
    37,065
    
    
    $
    7,726
    
    
    $
    143
    
    
    $
    7,869Intersegment
    
    
    (663
    )
    
    
    253
    
    
    
    205
    
    
    
    205
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total manufactured products
    
    $
    26,306
    
    
    $
    6,935
    
    
    $
    2,166
    
    
    $
    1,601
    
    
    $
    37,008
    
    
    $
    57
    
    
    $
    37,065
    
    
    $
    7,726
    
    
    $
    143
    
    
    $
    7,869Interest income (a)
    
    $
    269
    
    
    $
    105
    
    
    $
    5
    
    
    $
    3
    
    
    $
    382
    
    
    $
    (194
    )
    
    $
    188
    
    
    $
    374
    
    
    $
    (86
    )
    
    $
    288Interest expense
    
    $
    669
    
    
    $
    114
    
    
    $
    23
    
    
    $
    4
    
    
    $
    810
    
    
    $
    (188
    )
    
    $
    622
    
    
    $
    2,398
    
    
    $
    (10
    )
    
    $
    2,388Net income (loss)
    
    $
    (166
    )
    
    $
    (207
    )
    
    $
    17
    
    
    $
    74
    
    
    $
    (282
    )
    
    $
    (85
    )
    
    $
    (367
    )
    
    $
    653
    
    
    $
    (3
    )
    
    $
    650Segment assets
    
    $
    129,415
    
    
    $
    25,302
    
    
    $
    3,965
    
    
    $
    4,073
    
    
    $
    162,755
    
    
    $
    (2,314
    )
    
    $
    160,441
    
    
    $
    311,959
    
    
    $
    (712
    )
    
    $
    311,247For the Nine Months Ended
September 30, 2005Manufactured products sales and revenues:External customers
    
    $
    80,267
    
    
    $
    22,435
    
    
    $
    7,681
    
    
    $
    6,068
    
    
    $
    116,451
    
    
    $
    (607
    )
    
    $
    115,844
    
    
    $
    25,250
    
    
    $
    330
    
    
    $
    25,580Intersegment
    
    
    (2,976
    )
    
    
    1,134
    
    
    
    544
    
    
    
    1,300
    
    
    
    2
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total manufactured products
    
    $
    77,291
    
    
    $
    23,569
    
    
    $
    8,225
    
    
    $
    7,368
    
    
    $
    116,453
    
    
    $
    (609
    )
    
    $
    115,844
    
    
    $
    25,250
    
    
    $
    330
    
    
    $
    25,580Interest income (a)
    
    $
    997
    
    
    $
    299
    
    
    $
    40
    
    
    $
    22
    
    
    $
    1,358
    
    
    $
    (721
    )
    
    $
    637
    
    
    $
    1,510
    
    
    $
    (301
    )
    
    $
    1,209Interest expense
    
    $
    2,317
    
    
    $
    357
    
    
    $
    124
    
    
    $
    61
    
    
    $
    2,859
    
    
    $
    (757
    )
    
    $
    2,102
    
    
    $
    9,370
    
    
    $
    (22
    )
    
    $
    9,348Net income (loss)
    
    $
    (4,990
    )
    
    $
    (1,022
    )
    
    $
    (12
    )
    
    $
    (409
    )
    
    $
    (6,433
    )
    
    $
    331
    
    
    $
    (6,102
    )
    
    $
    2,198
    
    
    $
    
    
    
    $
    2,198For the Nine Months Ended
September 30, 2004Manufactured products sales and revenues:External customers
    
    $
    86,600
    
    
    $
    21,877
    
    
    $
    5,454
    
    
    $
    4,280
    
    
    $
    118,211
    
    
    $
    193
    
    
    $
    118,404
    
    
    $
    23,070
    
    
    $
    615
    
    
    $
    23,685Intersegment
    
    
    (1,762
    )
    
    
    695
    
    
    
    454
    
    
    
    613
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total manufactured products
    
    $
    84,838
    
    
    $
    22,572
    
    
    $
    5,908
    
    
    $
    4,893
    
    
    $
    118,211
    
    
    $
    193
    
    
    $
    118,404
    
    
    $
    23,070
    
    
    $
    615
    
    
    $
    23,685Interest income (a)
    
    $
    667
    
    
    $
    278
    
    
    $
    13
    
    
    $
    9
    
    
    $
    967
    
    
    $
    (487
    )
    
    $
    480
    
    
    $
    1,036
    
    
    $
    (223
    )
    
    $
    813Interest expense
    
    $
    1,963
    
    
    $
    289
    
    
    $
    33
    
    
    $
    16
    
    
    $
    2,301
    
    
    $
    (521
    )
    
    $
    1,780
    
    
    $
    6,874
    
    
    $
    (21
    )
    
    $
    6,853Net income (loss)
    
    $
    544
    
    
    $
    (378
    )
    
    $
    18
    
    
    $
    599
    
    
    $
    783
    
    
    $
    (42
    )
    
    $
    741
    
    
    $
    2,223
    
    
    $
    (17
    )
    
    $
    2,206
 
 (a)
    
    Interest income is included in net sales and revenues from external customers. 29




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 Note 15. Subsequent Events
             30




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 Note 15. Subsequent Events (continued)
        31




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  concluded
(Unaudited)
 Note 15. Subsequent Events (concluded)
   32




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
   
    
    Automotive and Other Operations (Auto & Other); and
    
    Financing and Insurance Operations (FIO).
  
    
    GMs four automotive regions: GM North America (GMNA), GM Europe (GME), GM Latin
America/Africa/Mid-East (GMLAAM), and GM Asia Pacific (GMAP), which constitute GM
Automotive (GMA); and
    
    Other, which includes the elimination of intersegment transactions, certain
non-segment specific revenues and expenditures, including legacy costs related to
postretirement benefits for certain Delphi and other retirees, and certain corporate
activities.
     33




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 Recent Events
 Health Care
  .
   GM North America Recovery Plan
  Execute Revenue Growth Initiatives
   Revamp Sales and Marketing Strategy
  Reduce costs and continue manufacturing restructuring plan
  34




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 Recent Events (continued)
 Reduce costs and continue manufacturing restructuring plan (concluded)
   Reduce Health-Care Costs
   Delphi Bankruptcy
         35




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 Recent Events (continued)
 Delphi Bankruptcy (continued)
        36




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 Recent Events (concluded)
 Delphi Bankruptcy (concluded)
  GMAC Strategic Alternatives
    Investigations
    37




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 RESULTS OF OPERATIONS
 Consolidated Results
    
    Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004(dollars in millions)Consolidated:Total net sales and revenues
    
    $
    47,182
    
    
    $
    44,934
    
    
    $
    141,424
    
    
    $
    142,089Net income (loss)
    
    $
    (1,664
    )
    
    $
    283
    
    
    $
    (3,904
    )
    
    $
    2,947Net margin
    
    
    (3.5
    )%
    
    
    0.6
    %
    
    
    (2.8
    )%
    
    
    2.1
    %Automotive and Other Operations:Total net sales and revenues
    
    $
    38,363
    
    
    $
    37,065
    
    
    $
    115,844
    
    
    $
    118,404Net income (loss)
    
    $
    (2,325
    )
    
    $
    (367
    )
    
    $
    (6,102
    )
    
    $
    741Financing and Insurance Operations:Total revenues
    
    $
    8,819
    
    
    $
    7,869
    
    
    $
    25,580
    
    
    $
    23,685Net income
    
    $
    661
    
    
    $
    650
    
    
    $
    2,198
    
    
    $
    2,206
      
    
    Consolidated net loss of $1.7 billion, or $2.94 per share;
    
    Loss of $2.2 billion at GMNA, highlighting need for acceleration of turnaround plan;
    
    Positive effects of GME restructuring plan;
    
    Strong operating results at GMAP and GMLAAM;
    
    Higher net income at GMAC despite challenging environment
 38




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 GM Automotive and Other Operations Financial Review
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in millions)Auto & Other:Total net sales and revenues
    
    $
    38,363
    
    
    $
    37,065
    
    
    $
    115,844
    
    
    $
    118,404Net income (loss)
    
    $
    (2,325
    )
    
    $
    (367
    )
    
    $
    (6,102
    )
    
    $
    741GMA net income (loss) by region:GMNA
    
    $
    (2,165
    )
    
    $
    (166
    )
    
    $
    (4,990
    )
    
    $
    544GME
    
    
    (363
    )
    
    
    (207
    )
    
    
    (1,022
    )
    
    
    (378
    )GMLAAM
    
    
    (68
    )
    
    
    17
    
    
    
    (12
    )
    
    
    18GMAP
    
    
    126
    
    
    
    74
    
    
    
    (409
    )
    
    
    599Net income (loss)
    
    $
    (2,470
    )
    
    $
    (282
    )
    
    $
    (6,433
    )
    
    $
    783Net margin
    
    
    (6.4
    )%
    
    
    (0.8
    )%
    
    
    (5.5
    )%
    
    
    0.7
    %GM global automotive market share
    
    
    14.6
    %
    
    
    15.4
    %
    
    
    14.4
    %
    
    
    14.5
    %Other:Net income (loss)
    
    $
    145
    
    
    $
    (85
    )
    
    $
    331
    
    
    $
    (42
    )
     39




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 GM Automotive and Other Operations Financial Review (continued)
 GM Automotive Regional Results
 GM North America
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in millions)GMNA:Net income (loss)
    
    $
    (2,165
    )
    
    $
    (166
    )
    
    $
    (4,990
    )
    
    $
    544Net margin
    
    
    (8.7
    )%
    
    
    (0.6
    )%
    
    
    (6.5
    )%
    
    
    0.6
    %Production volume
    
    (volume in thousands)Cars
    
    
    424
    
    
    
    463
    
    
    
    1,352
    
    
    
    1,531Trucks
    
    
    722
    
    
    
    746
    
    
    
    2,224
    
    
    
    2,412Total GMNA
    
    
    1,146
    
    
    
    1,209
    
    
    
    3,576
    
    
    
    3,943Vehicle unit salesIndustry  North America
    
    
    5,518
    
    
    
    5,247
    
    
    
    15,840
    
    
    
    15,316GM as a percentage of industry
    
    
    25.6
    %
    
    
    28.5
    %
    
    
    26.1
    %
    
    
    27.0
    %Industry  U.S.
    
    
    4,735
    
    
    
    4,524
    
    
    
    13,538
    
    
    
    13,116GM as a percentage of industry
    
    
    26.1
    %
    
    
    29.3
    %
    
    
    26.5
    %
    
    
    27.6
    %GM cars
    
    
    22.6
    %
    
    
    26.9
    %
    
    
    23.1
    %
    
    
    25.4
    %GM trucks
    
    
    28.8
    %
    
    
    31.1
    %
    
    
    29.2
    %
    
    
    29.4
    %
       40




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 GM Automotive and Other Operations Financial Review (continued)
 GM Europe
 Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004(dollars in millions)GME net loss
    
    $
    (363
    )
    
    $
    (207
    )
    
    $
    (1,022
    )
    
    $
    (378
    )GME net margin
    
    
    (5.1
    )%
    
    
    (3.0
    )%
    
    
    (4.3
    )%
    
    
    (1.7
    )%(volume in thousands)Production volume
    
    
    412
    
    
    
    411
    
    
    
    1,415
    
    
    
    1,387Vehicle unit salesIndustry
    
    
    4,955
    
    
    
    4,833
    
    
    
    15,927
    
    
    
    15,762GM as a percentage of industry
    
    
    9.3
    %
    
    
    9.5
    %
    
    
    9.6
    %
    
    
    9.5
    %GM market share  Germany
    
    
    10.5
    %
    
    
    10.1
    %
    
    
    10.9
    %
    
    
    10.5
    %GM market share  United Kingdom
    
    
    13.7
    %
    
    
    14.2
    %
    
    
    14.7
    %
    
    
    14.1
    %
     41




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 GM Automotive and Other Operations Financial Review (continued)
 GM Latin America/Africa/Mid-East
 Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004(dollars in millions)GMLAAM net income
    
    $
    (68
    )
    
    $
    17
    
    
    $
    (12
    )
    
    $
    18GMLAAM net margin
    
    
    (2.3
    )%
    
    
    0.8
    %
    
    
    (0.1
    )%
    
    
    0.3
    %(volume in thousands)Production volume
    
    
    207
    
    
    
    185
    
    
    
    587
    
    
    
    516Vehicle unit salesIndustry
    
    
    1,278
    
    
    
    1,084
    
    
    
    3,672
    
    
    
    3,075GM as a percentage of industry
    
    
    17.5
    %
    
    
    17.2
    %
    
    
    17.2
    %
    
    
    16.9
    %GM market share  Brazil
    
    
    21.1
    %
    
    
    21.8
    %
    
    
    20.7
    %
    
    
    22.9
    %
     GM Asia Pacific
 Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004(dollars in millions)GMAP net income
    
    $
    126
    
    
    $
    74
    
    
    $
    (409
    )
    
    $
    599GMAP net margin
    
    
    3.4
    %
    
    
    4.6
    %
    
    
    (5.6
    )%
    
    
    12.2
    %(volume in thousands)Production volume
    
    
    409
    
    
    
    314
    
    
    
    1,142
    
    
    
    947Vehicle unit salesIndustry
    
    
    4,459
    
    
    
    4,130
    
    
    
    13,631
    
    
    
    12,747GM as a percentage of industry
    
    
    5.9
    %
    
    
    5.1
    %
    
    
    5.7
    %
    
    
    5.2
    %GM market share  Australia
    
    
    17.5
    %
    
    
    19.2
    %
    
    
    18.0
    %
    
    
    19.5
    %GM market share  China
    
    
    11.7
    %
    
    
    9.1
    %
    
    
    11.1
    %
    
    
    9.6
    %
  42




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 GM Automotive and Other Operations Financial Review (concluded)
 GM Asia Pacific (concluded)
     Other Operations
 Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004(dollars in millions)Other:Total net sales, revenues, and eliminations
    
    $
    (317
    )
    
    $
    57
    
    
    $
    (609
    )
    
    $
    193Net income (loss)
    
    $
    145
    
    
    $
    (85
    )
    
    $
    331
    
    
    $
    (42
    )
   Health-Care Costs
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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 Health-Care Costs (concluded)
  GMAC Financial Review
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in millions)Financing operations
    
    $
    153
    
    
    $
    288
    
    
    $
    747
    
    
    $
    1,137Mortgage operations
    
    
    412
    
    
    
    270
    
    
    
    1,173
    
    
    
    830Insurance operations
    
    
    89
    
    
    
    95
    
    
    
    278
    
    
    
    256Net income
    
    $
    654
    
    
    $
    653
    
    
    $
    2,198
    
    
    $
    2,223
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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 GMAC Financial Review (concluded)
   LIQUIDITY AND CAPITAL RESOURCES
 Statements
of Cash Flows Restatements and Reclassifications
    Automotive and Other Operations
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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 LIQUIDITY AND CAPITAL RESOURCES (continued)
     Financing and Insurance Operations
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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 LIQUIDITY AND CAPITAL RESOURCES (concluded)
 Financing and Insurance Operations (concluded)
   Off-Balance Sheet Arrangements
     Sept. 30,
    
    
    Dec. 31,
    
    
    Sept. 30,2005
    
    
    2004
    
    
    2004Automotive and Other OperationsAssets leased under operating leases
    
    $
    2,431
    
    
    $
    2,553
    
    
    $
    2,525Trade receivables sold (1)
    
    
    980
    
    
    
    1,210
    
    
    
    703Total
    
    $
    3,411
    
    
    $
    3,763
    
    
    $
    3,228Financing and Insurance OperationsReceivables sold or securitized:- Mortgage loans
    
    $
    97,887
    
    
    $
    79,389
    
    
    $
    74,848- Retail finance receivables
    
    
    6,523
    
    
    
    5,615
    
    
    
    5,727- Wholesale finance receivables
    
    
    16,688
    
    
    
    21,291
    
    
    
    21,425Total
    
    $
    121,098
    
    
    $
    106,295
    
    
    $
    102,000
 (1)
    
    In addition, trade receivables sold to GMAC were $476 million, $549 million and $478
million for the periods ended September 30, 2005, December 31, 2004, and September 30,
2004, respectively.
 BOOK VALUE PER SHARE
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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 EMPLOYMENT AND PAYROLLS
  2005
    
    
    2004GMNA
    
    
    173
    
    
    
    181GME
    
    
    56
    
    
    
    62GMLAAM
    
    
    32
    
    
    
    28GMAP
    
    
    27
    
    
    
    14GMAC
    
    
    34
    
    
    
    33Other
    
    
    3
    
    
    
    5Total employees
    
    
    325
    
    
    
    323
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Worldwide payrolls  (in billions)
    
    $
    5.2
    
    
    $
    4.9
    
    
    $
    15.6
    
    
    $
    15.9
 CRITICAL ACCOUNTING ESTIMATES
  Equipment
on operating lease
  Pension and Other Postretirement Employee Benefits (OPEB)
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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NEW ACCOUNTING STANDARDS
   FORWARD-LOOKING STATEMENTS
  
    
    The ability of GM to realize production efficiencies, to achieve reductions in costs as
a result of the turnaround restructuring and health care cost reductions and to implement
capital expenditures at levels and times planned by management;
    
    The pace of product introductions;
    
    Market acceptance of the Corporations new products;
    
    Significant changes in the competitive environment and the effect of competition in the
Corporations markets, including on the Corporations pricing policies;
    
    Our ability to maintain adequate financing sources and an appropriate level of debt;
    
    Restrictions on GMACs and ResCaps ability to pay dividends and prepay subordinated
debt obligations to us;
    
    Changes in the existing, or the adoption of new, laws, regulations, policies or other
activities of governments, agencies and similar organizations where such actions may affect
the production, licensing, distribution or sale of our products, the cost thereof or
applicable tax rates;
    
    Costs and risks associated with litigation;
    
    The final results of investigations and inquiries by the SEC;
    
    Changes in our accounting principles, or their application or interpretation, and our
ability to make estimates and the assumptions underlying the estimates, including the range
of estimates for the Delphi pension benefit guarantees, which could result in an impact on
earnings;
    
    Changes in relations with unions and employees/retirees and the legal interpretations of
the agreements with those unions with regard to employees/retirees;
    
    Negotiations and bankruptcy court actions with respect to Delphis obligations to GM,
negotiations with respect to GMs obligations under the pension benefit guarantees to
Delphi employees, and GMs ability to recover any indemnity claims against Delphi;
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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 FORWARD-LOOKING
STATEMENTS (concluded)
 
    
    Labor strikes or work stoppages at GM or at key suppliers such as Delphi;
    
    Additional credit rating downgrades and the effects thereof;
    
    The effect of a potential sale or other extraordinary transaction involving GMAC on the
results of GMs and GMACs operations and liquidity;
    
    Other factors affecting financing and insurance operating segments results of
operations and financial condition such as credit ratings, adequate access to the market,
changes in the residual value of off-lease vehicles, changes in U.S. government-sponsored
mortgage programs or disruptions in the markets in which our mortgage subsidiaries operate,
and changes in our contractual servicing rights;
    
    Shortages of and price increases for fuel; and
    
    Changes in economic conditions, commodity prices, currency exchange rates or political
stability in the markets in which we operate.
  
    
    The ability of GM to complete a transaction regarding a controlling interest in GMAC
while maintaining a significant stake in GMAC, securing separate credit ratings and low
cost funding to sustain growth for GMAC and ResCap, and maintaining the mutually beneficial
relationship between GMAC and GM;
    
    Significant changes in the competitive environment and the effect of competition in the
Corporations markets, including on the Corporations pricing policies;
    
    Our ability to maintain adequate financing sources;
    
    Our ability to maintain an appropriate level of debt;
    
    The profitability and financial condition of GM, including changes in production or
sales of GM vehicles, risks based on GMs contingent benefit guarantees and the possibility
of labor strikes or work stoppages at GM or at key suppliers such as Delphi;
    
    Funding obligations under GM and its subsidiaries qualified U.S. defined benefits pension plans;
    
    Restrictions on ResCaps ability to pay dividends and prepay subordinated debt obligations to us;
    
    Changes in the residual value of off-lease vehicles;
    
    Changes in U.S. government-sponsored mortgage programs or disruptions in the markets in
which our mortgage subsidiaries operate;
    
    Changes in our contractual servicing rights;
    
    Costs and risks associated with litigation;
    
    Changes in our accounting assumptions that may require or that result from changes in
the accounting rules or their application, which could result in an impact on earnings;
    
    Changes in the credit ratings of GMAC or GM;
    
    The threat of natural calamities;
    
    Changes in economic conditions, currency exchange rates or political stability in the
markets in which we operate; and
    
    Changes in the existing, or the adoption of new, laws, regulations, policies or other
activities of governments, agencies and similar organizations.
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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 ITEM 4. Controls and Procedures
     Statement of Cash
Flows -
Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities
Acquired for
Resale
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Limitations on the Effectiveness of Controls
   52




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 
 PART
II
 
 ITEM 6. Exhibits
 ExhibitNumber
    
    Exhibit Name31.1
    
    Section 302 Certification of the Chief Executive Officer31.2
    
    Section 302 Certification of the Chief Financial Officer32.1
    

Certification of the Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
  53




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##### Table of Contents



SIGNATURES
  GENERAL MOTORS CORPORATION(Registrant)Date:
March 28, 2006
    
    By:
    
    /s/ PETER R. BIBLE(Peter R. Bible, Chief Accounting Officer)
 54