##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2007ORo

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

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

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

48265-3000(Address of Principal Executive
    Offices)

(Zip Code)   (313) 556-5000
 Registrants telephone number, including area code
  NA
 (former name, former address and former fiscal year, if
    changed since last report)
   þ o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ
    Website
    Access to Companys Reports
  Form 10-K, Form 10-Q, Form 8-K,




---



##### 



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

Condensed
    Consolidated Financial Statements (Unaudited)


3Condensed
    Consolidated Statements of Operations for the Three and Six
    Months Ended June 30, 2007 and 2006 (As restated)


3Condensed
    Consolidated Balance Sheets as of June 30, 2007,
    December 31, 2006, and June 30, 2006 (As
    restated)


4Condensed
    Consolidated Statement of Stockholders Equity (Deficit)
    for the Six Months Ended June 30, 2007 and 2006 (As
    restated)


5Condensed
    Consolidated Statements of Cash Flows for the Six Months Ended
    June 30, 2007 and 2006 Notes to Condensed Consolidated
    Financial Statements


6Item 2.

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


44Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


83Item 4.

Controls and
    Procedures


84Part II  Other
    InformationItem 1.

Legal
    Proceedings


86Item 1A.

Risk
    Factors


87Item 2.

Purchases of Equity
    Securities


91Item 4.

Submission of
    Matters to a Vote of Security Holders


92Item 6.

Exhibits


96Signatures


97UAW-Delphi-GM Memorandum of UnderstandingAsset Purchase Agreement2007 Cash-Based Restricted Stock Unit PlanForm of Special RSU Grant Award Document for March 2007 AwardForm of Special Cash-Based RSU Grant Award Document for March 2007 Award364-Day Revolving Credit AgreementSection 302 Certification of the Chief Executive OfficerSection 302 Certification of the Chief Financial OfficerCertification of the Chief Executive Officer Pursuant to Section 906Certification of the Chief Financial Officer Pursuant to Section 906   2




---



##### Table of Contents



PART I
  Item 1.
    Condensed
    Consolidated Financial Statements GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES



CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars
    in millions, except per share amounts)  Three Months Ended


Six Months EndedJune 30,


June 30,2007


2006


2007


2006(Unaudited)(As restated,





(As restated,Notes 2 and 15)





Notes 2 and 15)Net sales and revenueAutomotive sales

$
45,918


$
44,812


$
88,298


$
87,808Financial services and insurance
    revenue


894



9,087



1,830



17,934Total net sales and revenue


46,812



53,899



90,128



105,742Costs and expensesAutomotive cost of sales


41,674



47,406



80,407



87,177Selling, general, and
    administrative expense


3,293



3,219



6,604



6,585Financial services and insurance
    expense


811



7,727



1,694



16,012Other expenses


575



1,208



575



1,208Total costs and expenses


46,353



59,560



89,280



110,982Operating income (loss)


459



(5,661
)


848



(5,240
)Equity in income (loss) of GMAC LLC


118







(65
)


Automotive and other interest
    expense


(681
)


(694
)


(1,480
)


(1,332
)Automotive interest income and
    other non-operating income


555



987



991



1,783Income (loss) from continuing
    operations before income taxes, other equity income and minority
    interests


451



(5,368
)


294



(4,789
)Income tax benefit


(320
)


(1,715
)


(381
)


(1,546
)Equity income and minority
    interests, net of tax


13



159



67



242Income (loss) from continuing
    operations


784



(3,494
)


742



(3,001
)Income from discontinued
    operations, net of tax (Note 3)


107



111



211



220Net income (loss)

$
891


$
(3,383
)

$
953


$
(2,781
)Basic earnings (loss) per
    share:Continuing operations

$
1.38


$
(6.18
)

$
1.31


$
(5.31
)Discontinued operations


.19



.20



.37



.39Total

$
1.57


$
(5.98
)

$
1.68


$
(4.92
)Weighted average common shares
    outstanding, basic (millions)


566



566



566



566Diluted earnings (loss) per
    share:Continuing operations

$
1.37


$
(6.18
)

$
1.30


$
(5.31
)Discontinued operations


.19



.20



.37



.39Total

$
1.56


$
(5.98
)

$
1.67


$
(4.92
)Weighted average common shares
    outstanding, diluted (millions)


569



566



569



566Cash dividends per share

$
.25


$
.25


$
.50


$
.50    3




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES



CONDENSED
    CONSOLIDATED BALANCE SHEETS

(Dollars
    in millions)  June 30,


December 31,


June 30,2007


2006


2006(Unaudited)





(Unaudited)(As restated,Note 15)ASSETSCurrent AssetsCash and cash equivalents

$
22,040


$
23,774


$
19,997Marketable securities


1,573



138



115Total cash and marketable securities


23,613



23,912



20,112Accounts and notes receivable, net


10,233



8,216



7,572Inventories


15,073



13,921



14,496Assets held for sale


683







Equipment on operating leases, net


5,889



6,125



6,891Deferred income taxes and other
    current assets


11,518



11,957



10,376Total current assets


67,009



64,131



59,447Financing and Insurance
    Operations AssetsCash and cash equivalents


258



349



2,848Assets held for sale










274,267Equipment on operating leases, net


9,145



11,794



16,533Investment in GMAC LLC


7,555



7,523



Other assets


3,011



2,457



5,857Total Financing and Insurance
    Operations Assets


19,969



22,123



299,505Non-Current AssetsProperty, net


41,404



41,934



38,639Deferred income taxes


32,337



32,967



24,382Prepaid pension


18,305



17,366



37,480Other assets


7,503



7,671



9,538Total non-current assets


99,549



99,938



110,039Total Assets

$
186,527


$
186,192


$
468,991LIABILITIES AND
    STOCKHOLDERS EQUITY (DEFICIT)Current LiabilitiesAccounts payable (principally trade)

$
30,742


$
26,931


$
27,930Short-term borrowings and current
    portion of long-term debt


5,150



5,666



1,340Liabilities related to assets held
    for sale


526







Accrued expenses


35,487



35,225



48,516Total current liabilities


71,905



67,822



77,786Financing and Insurance
    Operations LiabilitiesLiabilities related to assets held
    for sale










267,925Debt


7,133



9,438



12,849Other liabilities and deferred
    income taxes


855



2,139



2,278Total Financing and Insurance
    Operations Liabilities


7,988



11,577



283,052Non-Current
    LiabilitiesLong-term debt


34,134



33,067



32,946Postretirement benefits other than
    pensions


48,030



50,086



30,668Pensions


11,654



11,934



11,498Other liabilities and deferred
    income taxes


15,106



15,957



20,014Total non-current liabilities


108,924



111,044



95,126Total liabilities


188,817



190,443



455,964Minority interests


1,268



1,190



1,084Stockholders Equity
    (Deficit)Preferred stock, no par value,
    authorized 6,000,000, no shares issued and outstanding










Common stock,
    $12/3
    par value (2,000,000,000 shares authorized, 756,637,541 and
    565,864,695 shares issued and outstanding at June 30,
    2007, respectively 756,637,541 and 565,670,254 shares
    issued and outstanding at December 31, 2006, respectively
    and 756,637,541 and 565,607,779 shares issued and
    outstanding at June 30, 2006, respectively)


943



943



943Capital surplus (principally
    additional paid-in capital)


15,255



15,336



15,306Retained earnings (deficit)


788



406



(117
)Accumulated other comprehensive loss


(20,544
)


(22,126
)


(4,189
)Total stockholders equity
    (deficit)


(3,558
)


(5,441
)


11,943Total Liabilities, Minority
    Interests, and Stockholders Equity (Deficit)

$
186,527


$
186,192


$
468,991    4




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
    (DEFICIT)
    (Dollars and shares in millions)
    (Unaudited)  AccumulatedOther


TotalShares of








Comprehensive


Retained


Comprehensive


StockholdersCommon


Capital


Capital


Income


Earnings


Income


EquityStock


Stock


Surplus


(Loss)


(Deficit)


(Loss)


(Deficit)Balance December 31,
    2005


566


$
943


$
15,285






$
2,960


$
(4,535
)

$
14,653Net loss, as restated (Note 15)













$
(2,781
)


(2,781
)






(2,781
)Cumulative effect of a change in
    accounting principle  adoption of
    SFAS No. 156, net of tax


















(13
)






(13
)Other comprehensive income:Foreign currency translation
    adjustments














450











Unrealized gain on derivatives














103











Unrealized loss on securities














(153
)










Minimum pension liability adjustment














(54
)










Other comprehensive income














346







346



346Comprehensive loss













$
(2,435
)Stock options










21















21Cash dividends paid


















(283
)






(283
)Balance June 30, 2006, as
    restated (Note 15)


566


$
943


$
15,306






$
(117
)

$
(4,189
)

$
11,943Balance December 31,
    2006


566


$
943


$
15,336






$
406


$
(22,126
)

$
(5,441
)Net income













$
953



953







953Effects of accounting change
    regarding pension plan and OPEB measurement-dates pursuant to
    SFAS No. 158, net of tax


















(425
)


1,153



728Cumulative effect of a change in
    accounting principle  adoption of FIN 48, net of
    tax


















137







137Other comprehensive income:Foreign currency translation
    adjustments














357











Unrealized gain on derivatives














42











Unrealized loss on securities














(3
)










Defined benefit plans:Net prior service cost














(415
)










Net actuarial gain














446











Net transition asset/obligation














2











Other comprehensive income














429







429



429Comprehensive income













$
1,382Stock options










18















18Cash dividends paid


















(283
)






(283
)Purchase of convertible note hedge
    (Note 8)










(99
)














(99
)Balance June 30,
    2007


566


$
943


$
15,255






$
788


$
(20,544
)

$
(3,558
)    5




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES



CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars
    in millions)  Six Months EndedJune 30,2007


2006(Unaudited)Cash provided by (used in)
    continuing operating activities

$
4,027


$
(2,389
)Cash provided by discontinued
    operating activities


240



400Net cash provided by (used in)
    operating activities


4,267



(1,989
)Cash flows from investing
    activitiesExpenditures for property


(2,884
)


(3,263
)Investments in marketable
    securities, acquisitions


(1,500
)


(11,580
)Investments in marketable
    securities, liquidations


61



11,909Proceeds from sale of finance
    receivables






15,213Proceeds from sale of business
    units/equity investments






10,518Operating leases, acquisitions






(9,135
)Operating leases, liquidations


1,613



3,411Capital contribution to GMAC LLC


(1,022
)


Investments in companies, net of
    cash acquired






(349
)Other


(111
)


(1,835
)Cash provided by (used in)
    continuing investing activities


(3,843
)


14,889Cash used in discontinued
    investing activities


(13
)


(11
)Net cash provided by (used in)
    investing activities


(3,856
)


14,878Cash flows from financing
    activitiesNet decrease in short-term
    borrowings


(2,562
)


(7,184
)Borrowings of long-term debt


1,572



42,651Payments made on long-term debt


(1,132
)


(43,584
)Cash dividends paid to stockholders


(283
)


(283
)Other






1,918Cash used in continuing
    financing activities


(2,405
)


(6,482
)Cash used in discontinued
    financing activities






(1
)Net cash used in financing
    activities


(2,405
)


(6,483
)Effect of exchange rate changes on
    cash and cash equivalents


169



171Net increase (decrease) in cash
    and cash equivalents


(1,825
)


6,577Cash and cash equivalents
    reclassified to assets held for sale






(14,458
)Cash and cash equivalents at
    beginning of the period


24,123



30,726Cash and cash equivalents at
    end of the period

$
22,298


$
22,845    6




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Note 1.
    Nature of
    Operations    Note 2.
    Basis of
    Presentation  Form 10-K
    Change
    in Presentation of Financial Statements
    Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans
  Form 10-K,
 7




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 2.
    Basis of
    Presentation  (continued)    Accounting
    for Uncertainty in Income Taxes
    Accounting
    for Early Retirement or Postemployment Programs with Specific
    Features
  No. 05-5, (EITF 05-5), EITF 05-5,
  Accounting
    for Servicing of Financial Assets
   8




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
  Note 2.
    Basis of
    Presentation  (concluded)  Accounting
    Standards Not Yet Adopted
    instrument-by-instrument
  No. 07-3
  No. 06-11 (EITF 06-11), EITF 06-11
  Note 3.
    Divestures
    of Businesses  Sale
    of Allison Transmission Business
   9




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 3.
    Divestures
    of Businesses  (continued)        Accounts and notes receivable, net

$
103Inventories


124Other assets


84Property, plant and equipment, net


372Total assets held for sale

$
683Accounts payable

$
198Accrued expenses and other
    liabilities


248Deferred revenue


45Postretirement benefits


35Total liabilities related to
    assets held for sale

$
526       Three Months


Six MonthsEnded


EndedJune 30,


June 30,2007


2006


2007


2006Net sales

$
518


$
564


$
1,061


$
1,110Operating income from discontinued
    operations


171



174



336



347Income tax provision


62



64



123



127Income from discontinued operations

$
107


$
111


$
211


$
220    10




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 3.
    Divestures
    of Businesses  (continued)    Sale
    of 51% Controlling Interest in GMAC
      Cash and cash equivalents

$
14,458Marketable securities


18,808Finance receivables, net


174,074Loans held for sale


20,455Account and notes receivable


7,733Inventories, net


558Net equipment on operating leases,
    net


18,805Other assets


20,584Allowance to reflect assets held
    for sale at fair value less cost to sell


(1,208
)Total assets held for sale

$
274,267Accounts payable

$
3,805Notes and loans payable


234,474Deferred income taxes


1,392Accrued expenses and other
    liabilities


28,254Total liabilities related to
    assets held for sale

$
267,925    11




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
  Note 3.
    Divestures
    of Businesses  (concluded)      Sale
    of GMAC Commercial Mortgage
    Note 4.
    Inventories    June 30,


December 31,


June 30,2007


2006


2006(Dollars in millions)Productive material, work in
    process, and supplies

$
5,707


$
5,810


$
6,341Finished product, including
    service parts, etc.


10,820



9,619



9,678Total inventories at FIFO


16,527



15,429



16,019Less LIFO allowance


(1,454
)


(1,508
)


(1,523
)Total


15,073



13,921



14,496FIO off-lease vehicles


240



185



Total inventories

$
15,313


$
14,106


$
14,496    Note 5.
    Investment
    in Nonconsolidated Affiliates         12




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 5.
    Investment
    in Nonconsolidated
    Affiliates  (continued)      Three Months Ended


Six Months EndedJune 30,


June 30,2007


2006


2007


2006(Dollars in millions)GMAC

$
118


$



$
(65
)

$
Shanghai General Motors Co., Ltd
    and SAIC-GM-Wuling Automobile Co., Ltd.


116



85



233



156Other


53



118



92



173Total

$
287


$
203


$
260


$
329     Three Months Ended


Six Months EndedJune 30, 2007


June 30, 2007(Dollars in millions)Condensed Consolidated Statement
    of Operations:Total net sales and revenue

$
5,316


$
10,613Depreciation expense on operating
    lease assets


1,173



2,255Interest expense


3,735



7,407Operating income


452



297Income tax expense


159



309Net income (loss)


293



(12
)Net income (loss) available to
    members


240



(116
)   13




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
  Note 5.
    Investment
    in Nonconsolidated
    Affiliates  (concluded)  June 30, 2007(Dollars in millions)Condensed Consolidated Balance
    Sheet:Loans held for sale

$
20,268Finance receivables and loans, net


162,192Investment in operating leases, net


28,893Other assets


25,076Total assets


279,278Total debt


224,454Accrued expenses


25,238Total liabilities


261,465Preferred interests


2,226Total stockholders equity


15,587       Note 6.
    Product
    Warranty Liability    June 30,


December 31,


June 30,2007


2006


2006(Dollars in millions)Beginning balance

$
9,064


$
9,135


$
9,135Increase in liability (warranties
    issued during period)


2,592



4,517



2,223Payments


(2,240
)


(4,463
)


(2,193
)Adjustments to liability
    (pre-existing warranties)


(95
)


(570
)


(420
)Effect of foreign currency
    translation


142



445



113Reclassification of Allison
    liabilities to Liabilities related to assets held for sale


(103
)






Ending balance

$
9,360


$
9,064


$
8,858    14




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
  Note 7.
    GMNA
    Postemployment Benefit Costs          15




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 7.
    GMNA
    Postemployment Benefit
    Costs  (concluded)  June 30,


December 31,


June 30,2007


2006


2006(Dollars in millions)Beginning balance

$
1,269


$
2,012


$
2,012Additions


92



2,212



2,213Interest accretion


9



31



16Payments


(524
)


(1,834
)


(447
)Adjustments


19



(1,152
)


(989
)Ending balance

$
865


$
1,269


$
2,805    Note 8.
    Short-Term
    Borrowings and Long-Term Debt  Revolving
    Credit Facilities
  Form 10-K
    Contingent
    Convertible Debt
    
    closing price of common stock exceeds 120% of the conversion
    price for at least 20 trading days in the 30 consecutive trading
    days ending on the last trading day of the preceding calendar
    quarter; or
    during the five business day period after any nine consecutive
    trading day period in which the trading price of the debentures
    for each day of such period was less than 95% of the product of
    the closing sale price of common stock on such day, and the
    applicable conversion rate; or
    upon the occurrence of specified corporate events, as defined,
    including but not limited to, merger, consolidation, binding
    share exchange or transfer or lease of all or substantially all
    of our assets, pursuant to which GMs common stock would be
    converted into cash, securities, or other assets, or 16




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 8.
    Short-Term
    Borrowings and Long-Term
    Debt  (concluded)   
    at any time from March 1, 2009 to the second business day
    immediately preceding the maturity date. The Series D
    debentures mature June 1, 2009.  make-whole
    No. 00-19, Form 10-K
  Note 9.
    Commitments
    and Contingent Matters  Commitments
     17




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 9.
    Commitments
    and Contingent Matters  (continued)              Environmental
       18




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 9.
    Commitments
    and Contingent Matters  (continued)      Asbestos
    Claims
            Contingent
    Matters
   19




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 9.
    Commitments
    and Contingent Matters  (continued)        Delphi
     20




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 9.
    Commitments
    and Contingent Matters  (continued)               21




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 9.
    Commitments
    and Contingent Matters  (continued)               22




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 9.
    Commitments
    and Contingent Matters  (concluded)      Benefit
    Guarantees Related to Divested Unit
      Note 10.
    Income
    Taxes       23




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 10.
    Income
    Taxes  (continued)  FIN 48-1,
              Note 10.
    Income
    Taxes  (concluded)     24




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
    Note 11.
    Earnings
    Per Share      Three Months Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006Income (loss) from continuing
    operations

$
784


$
(3,494
)

$
742


$
(3,001
)Income from discontinued
    operations, net of tax


107



111



211



220Net income (loss)

$
891


$
(3,383
)

$
953


$
(2,781
)Average number of share outstanding


566



566



566



566Incremental effect of shares from
    exercise of stock options and vesting of restricted stock units


3







3



Average number of dilutive shares
    outstanding


569



566



569



566Basic income (loss) per share from
    continuing operations

$
1.38


$
(6.18
)

$
1.31


$
(5.31
)Incremental effect of exercise of
    stock options and vesting of restricted stock units


(.01
)






(.01
)


Diluted income (loss) per share
    from continuing operations

$
1.37


$
(6.18
)

$
1.30


$
(5.31
)        25




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
  Note 12.
    Depreciation
    and Amortization    Three Months


Six Months EndedEnded June 30,


June 30,2007


2006


2007


2006(Dollars in millions)Depreciation

$
1,231


$
1,058


$
2,488


$
2,160Amortization of special tools


858



1,108



1,583



1,843Amortization of intangible assets


18



18



35



35Total


2,107



2,184



4,106



4,038Financing and Insurance
    OperationsDepreciation


334



631



713



2,136Amortization of intangible assets






6







12Total


334



637



713



2,148Total consolidated depreciation
    and amortization

$
2,441


$
2,821


$
4,819


$
6,186    Note 13.
    Pensions
    and Other Postretirement Benefits   26




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 13.
    Pensions
    and Other Postretirement
    Benefits  (continued)    U.S. Plans


Non-U.S. Plans


U.S. Other


Non-U.S.Pension Benefits


Pension Benefits


Benefits


Other BenefitsThree Months Ended


Three Months Ended


Three Months Ended


Three Months EndedJune 30,


June 30,


June 30,


June 30,2007


2006


2007


2006


2007


2006


2007


2006(Dollars in millions)Components of (income)
    expenseService cost

$
160


$
172


$
110


$
128


$
93


$
168


$
11


$
13Interest cost


1,216



1,237



266



217



901



1,043



48



48Expected return on plan assets


(1,986
)


(2,044
)


(229
)


(177
)


(350
)


(375
)






Amortization of prior service cost


130



184



7



26



(461
)


(105
)


(21
)


(21
)Recognized net actuarial loss


211



280



86



96



339



617



30



34Curtailments, settlements, and
    other






4,367



20



18



1











Net (income) expense

$
(269
)

$
4,196


$
260


$
308


$
523


$
1,348


$
68


$
74   U.S. Plans


Non-U.S. Plans


U.S. Other


Non-U.S.Pension Benefits


Pension Benefits


Benefits


Other BenefitsSix Months Ended


Six Months Ended


Six Months Ended


Six Months EndedJune 30,


June 30,


June 30,


June 30,2007


2006


2007


2006


2007


2006


2007


2006(Dollars in millions)Components of (income)
    expenseService cost

$
320


$
425


$
229


$
241


$
186


$
344


$
21


$
26Interest cost


2,431



2,456



521



428



1,803



2,120



94



95Expected return on plan assets


(3,972
)


(4,058
)


(447
)


(351
)


(700
)


(750
)






Amortization of prior service cost


259



457



14



50



(922
)


(133
)


(41
)


(41
)Recognized net actuarial loss


422



686



168



190



678



1,236



57



66Curtailments, settlements, and
    other


2



4,390



41



31



1











Net (income) expense

$
(538
)

$
4,356


$
526


$
589


$
1,046


$
2,817


$
131


$
146    27




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 13.
    Pensions
    and Other Postretirement
    Benefits  (concluded)        Note 14.
    Impairments,
    Restructuring and Other Initiatives  Impairments
      Restructuring
    and Other Initiatives
   28




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 14.
    Impairments,
    Restructuring and Other
    Initiatives  (concluded)            Note 15.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  Form 10-K, Form 10-Q
   29




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 15.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  (continued)    Three Months Ended


Six Months EndedJune 30, 2006


June 30, 2006(Dollars in millions)Net loss, as previously
    reported

$
(3,379
)

$
(2,934
)Less income from discontinued
    operations


120



231Loss from continuing
    operations


(3,499
)


(3,165
)Pre-tax adjustments:Derivative and hedge accounting
    adjustmentsCommodity ContractsNormal purchases and normal
    sales scope exception for certain commodity contracts


17



97Hedge accounting related to
    commodity cash flow hedges


50



320Foreign Exchange
    ContractsHedge accounting related to
    foreign currency cash flow and net investment hedges


(13
)


102Interest Rate
    ContractsHedge accounting related to
    certain debt instruments


(192
)


(383
)Total derivative and hedge
    accounting adjustments


(138
)


136Other out-of-period
    adjustments


146



68Total pre-tax adjustments


8



204Income tax expense


3



40Total of above adjustments, net of
    tax


5



164Loss from continuing
    operations, as restated


(3,494
)


(3,001
)Income from discontinued
    operations


120



231Effect of restatement on
    discontinued operations, net of tax


(9
)


(11
)Net income from discontinued
    operations, as restated


111



220Net loss, as restated

$
(3,383
)

$
(2,781
)  30




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 15.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  (continued)    Three Months Ended


Six Months EndedJune 30, 2006


June 30, 2006Net loss per share, as previously
    reported

$
(5.97
)

$
(5.18
)Less income per share from
    discontinued operations


.21



.41Loss per share from continuing
    operations


(6.18
)


(5.59
)Adjustments related to continuing
    operations






0.28Loss per share from continuing
    operations, as restated


(6.18
)


(5.31
)Income per share from discontinued
    operations


0.21



0.41Adjustments related to
    discontinued operations


(0.01
)


(0.02
)Income per share from discontinued
    operations, as restated


0.20



0.39Net loss per share, as restated

$
(5.98
)

$
(4.92
)     Derivatives
    and Hedge Accounting Adjustments
  Commodity
    Contracts
     31




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 15.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  (continued)    Foreign
    Exchange Contracts
        Interest
    Rate Contracts
   32




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 15.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  (continued)  Other
    Out-of-Period Adjustments
      Unemployment benefit payments.
  Automotive revenue recognition. EITF 00-21,
  Development costs.
  Advertising expenses.
  Gain on sale of equity method investment.
  Employee related costs.
  Manufacturing utilities costs.
 33




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 15.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  (continued)  Extended disability curtailment costs.
  Special attrition program charge.
  Extended warranty deferred revenue.
  Credit card.
    EITF 00-10, (EITF 00-10),
 34




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 15.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  (continued)    Three Months Ended


Six Months EndedJune 30, 2006


June 30, 2006Previously





PreviouslyReported





Reportedand





andReclassified(a)


Restated


Reclassified(a)


Restated(Dollars in millions, except per share amounts)Net sales and revenueAutomotive sales

$
43,732


$
44,812


$
85,736


$
87,808Financial services and insurance
    revenue


9,067



9,087



17,922



17,934Total net sales and revenue


52,799



53,899



103,658



105,742Costs and expensesAutomotive cost of sales


46,520



47,406



85,732



87,177Selling, general, and
    administrative expense


3,222



3,219



6,561



6,585Financial services and insurance
    expense


7,530



7,727



15,605



16,012Other expenses


1,208



1,208



1,208



1,208Total costs and expenses


58,480



59,560



109,106



110,982Operating income (loss)


(5,681
)


(5,661
)


(5,448
)


(5,240
)Automotive and other interest
    expense


(723
)


(694
)


(1,407
)


(1,332
)Automotive interest income and
    other non-operating income


1,013



987



1,860



1,783Income before (loss) from
    continuing operations before income taxes, other equity income
    and minority interests


(5,391
)


(5,368
)


(4,995
)


(4,789
)Income tax benefit


(1,724
)


(1,715
)


(1,594
)


(1,546
)Equity income and minority
    interests, net of tax


168



159



235



242Loss from continuing
    operations


(3,499
)


(3,494
)


(3,166
)


(3,001
)Income from discontinued
    operations, net of tax


120



111



232



220Net loss

$
(3,379
)

$
(3,383
)

$
(2,934
)

$
(2,781
)Basic earnings (loss) per
    share:Continuing operations

$
(6.18
)

$
(6.18
)

$
(5.59
)

$
(5.31
)Discontinued operations


.21



.20



.41



.39Total

$
(5.97
)

$
(5.98
)

$
(5.18
)

$
(4.92
)Weighted average common shares
    outstanding, basic (millions)


566



566



566



566Diluted earnings (loss) per
    share:Continuing operations

$
(6.18
)

$
(6.18
)

$
(5.59
)

$
(5.31
)Discontinued operations


.21



.20



.41



.39Total

$
(5.97
)

$
(5.98
)

$
(5.18
)

$
(4.92
)Weighted average common shares
    outstanding, diluted (millions)


566



566



566



566     (a)
    
    The previously reported and reclassified columns have been
    restated to reflect Allision as discontinued operations for the
    three and six months ended June 30, 2006.  35




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
  Note 15.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  (concluded)  June 30, 2006PreviouslyReported


Restated(Dollars in millions)ASSETSCurrent AssetsCash and cash equivalents

$
19,997


$
19,997Marketable securities


115



115Total cash and marketable securities


20,112



20,112Accounts and notes receivable, net


10,302



7,572Inventories


14,449



14,496Equipment on operating leases, net


6,892



6,891Deferred income taxes and other
    current assets


10,260



10,376Total current assets


62,015



59,447Financing and Insurance
    Operations AssetsCash and cash equivalents


2,848



2,848Assets held for sale


274,294



274,267Equipment on operating leases, net


16,533



16,533Other assets


8,408



5,857Total Financing and Insurance
    Operations Assets


302,083



299,505Non-Current AssetsProperty, net


38,535



38,639Deferred income taxes


23,083



24,382Prepaid pension


37,594



37,480Other assets


7,196



9,538Total non-current assets


106,408



110,039Total Assets

$
470,506


$
468,991LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable (principally trade)

$
27,674


$
27,930Short-term borrowings and current
    portion of long-term debt


1,254



1,340Accrued expenses


48,441



48,516Total current liabilities


77,369



77,786Financing and Insurance
    Operations LiabilitiesLiabilities related to assets held
    for sale


267,551



267,925Debt


12,849



12,849Other liabilities and deferred
    income taxes


4,827



2,278Total Financing and Insurance
    Operations Liabilities


285,227



283,052Non-Current
    LiabilitiesLong-term debt


31,275



32,946Postretirement benefits other than
    pensions


30,668



30,668Pensions


11,502



11,498Other liabilities and deferred
    income taxes


21,744



20,014Total non-current liabilities


95,189



95,126Total liabilities


457,785



455,964Minority interest


1,081



1,084Stockholders
    EquityPreferred stock, no par value,
    authorized 6,000,000, no shares issued and outstanding






Common stock,
    $12/3
    par value (2,000,000,000 shares authorized, 756,637,541 and
    565,607,779 shares issued and outstanding, respectively)


943



943Capital surplus (principally
    additional paid-in capital)


15,306



15,306Retained deficit


(869
)


(117
)Accumulated other comprehensive loss


(3,740
)


(4,189
)Total stockholders equity


11,640



11,943Total Liabilities, Minority
    Interests, and Stockholders Equity

$
470,506


$
468,991   36




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
  Note 16.
    Segment
    Reporting      TotalGM





Auto


Total


Corporate


Excluding





Other


TotalGMNA


GME


LAAM


GMAP


Eliminations


GMA


& Other


FIO


GMAC(a)


Financing


Financing


Total(Dollars in millions)For the Three Months Ended
    June 30, 2007Automotive salesExternal customers

$
28,686


$
9,102


$
4,259


$
3,848


$



$
45,895


$
23


$
45,918


$



$



$



$
45,918Intersegment


888



456



71



1,598



(3,012
)


1



(1
)


















Total automotive sales


29,574



9,558



4,330



5,446



(3,012
)


45,896



22



45,918















45,918Financial services and insurance
    revenue






































894



894



894Total net sales and revenue

$
29,574


$
9,558


$
4,330


$
5,446


$
(3,012
)

$
45,896


$
22


$
45,918


$



$
894


$
894


$
46,812Depreciation and amortization

$
1,446


$
431


$
78


$
131


$
14


$
2,100


$
7


$
2,107


$



$
334


$
334


$
2,441Interest income

$
298


$
166


$
40


$
41


$



$
545


$
(152
)

$
393


$



$
126


$
126


$
519Interest expense

$
778


$
198


$
(59
)

$
60


$
3


$
980


$
(299
)

$
681


$



$
207


$
207


$
888Income tax expense (benefit)

$
(49
)

$
98


$
83


$
53


$



$
185


$
(549
)

$
(364
)

$
15


$
29


$
44


$
(320
)Earnings (losses) of
    nonconsolidated affiliates

$
27


$
12


$
8


$
122


$



$
169


$



$
169


$
118


$



$
118


$
287Net income (loss)

$
68


$
217


$
213


$
227


$



$
725


$
(30
)

$
695


$
139


$
57


$
196


$
891Investments in nonconsolidated
    affiliates

$
315


$
436


$
133


$
1,080


$



$
1,964


$
35


$
1,999


$
7,555


$



$
7,555


$
9,554Total assets

$
128,378


$
27,411


$
5,447


$
14,897


$
(9,335
)

$
166,798


$
(240
)

$
166,558


$
13,059


$
6,910


$
19,969


$
186,527Goodwill

$
192


$
500


$



$



$



$
692


$



$
692


$



$



$



$
692   37




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 16.
    Segment
    Reporting  (continued)  TotalGM





Auto


Total


Corporate


Excluding





Other


TotalGMNA


GME


LAAM


GMAP


Eliminations


GMA


& Other


FIO


GMAC


Financing


Financing


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

$
30,100


$
8,234


$
3,696


$
2,834


$



$
44,864


$
(52
)

$
44,812


$



$



$



$
44,812Intersegment


750



506



133



948



(2,337
)


























Total automotive sales


30,850



8,740



3,829



3,782



(2,337
)


44,864



(52
)


44,812















44,812Financial services and insurance
    revenue


































9,048



39



9,087



9,087Total net sales and revenue

$
30,850


$
8,740


$
3,829


$
3,782


$
(2,337
)

$
44,864


$
(52
)

$
44,812


$
9,048


$
39


$
9,087


$
53,899Depreciation and amortization

$
1,477


$
545


$
56


$
94


$
7


$
2,179


$
5


$
2,184


$
1,412


$
(775
)

$
637


$
2,821Interest income

$
291


$
125


$
26


$
26


$
(2
)

$
466


$
(317
)

$
149


$
701


$
(157
)

$
544


$
693Interest expense

$
822


$
159


$
71


$
52


$



$
1,104


$
(410
)

$
694


$
4,022


$
(10
)

$
4,012


$
4,706Income tax expense (benefit)

$
(2,151
)

$
(9
)

$
28


$
104


$



$
(2,028
)

$
(307
)

$
(2,335
)

$
361


$
259


$
620


$
(1,715
)Earnings (losses) of
    nonconsolidated affiliates

$
93


$
10


$
5


$
99


$



$
207


$



$
207


$
(4
)

$



$
(4
)

$
203Net income (loss)

$
(3,839
)

$
(39
)

$
139


$
376


$
(1
)

$
(3,364
)

$
(119
)

$
(3,483
)

$
787


$
(687
)

$
100


$
(3,383
)Investments in nonconsolidated
    affiliates

$
243


$
365


$
144


$
1,060


$



$
1,812


$
38


$
1,850


$



$



$



$
1,850Total assets

$
135,839


$
24,219


$
4,619


$
11,679


$
(7,317
)

$
169,039


$
447


$
169,486


$
308,345


$
(8,840
)

$
299,505


$
468,991Goodwill

$
302


$
466


$



$



$



$
768


$



$
768


$



$



$



$
768   TotalGM





Auto


Total


Corporate


Excluding





Other


TotalGMNA


GME


LAAM


GMAP


Eliminations


GMA


& Other


FIO


GMAC(a)


Financing


Financing


Total(Dollars in millions)For the Six Months Ended
    June 30, 2007Automotive salesExternal customers

$
56,106


$
17,186


$
7,719


$
7,241


$



$
88,252


$
46


$
88,298


$



$



$



$
88,298Intersegment


1,431



857



184



2,764



(5,235
)


1



(1
)


















Total automotive sales


57,537



18,043



7,903



10,005



(5,235
)


88,253



45



88,298















88,298Financial services and insurance
    revenue






































1,830



1,830



1,830Total net sales and revenue

$
57,537


$
18,043


$
7,903


$
10,005


$
(5,235
)

$
88,253


$
45


$
88,298


$



$
1,830


$
1,830


$
90,128Depreciation and amortization

$
2,829


$
812


$
151


$
278


$
23


$
4,093


$
13


$
4,106


$



$
713


$
713


$
4,819Interest income

$
551


$
321


$
66


$
75


$



$
1,013


$
(371
)

$
642


$



$
266


$
266


$
908Interest expense

$
1,522


$
389


$
(23
)

$
116


$
6


$
2,010


$
(530
)

$
1,480


$



$
455


$
455


$
1,935Income tax expense (benefit)

$
(75
)

$
97


$
136


$
80


$
(3
)

$
235


$
(666
)

$
(431
)

$
(4
)

$
54


$
50


$
(381
)Earnings (losses) of
    nonconsolidated affiliates

$
40


$
20


$
14


$
249


$



$
323


$
2


$
325


$
(65
)

$



$
(65
)

$
260Net income (loss)

$
(10
)

$
222


$
414


$
343


$
(4
)

$
965


$
(122
)

$
843


$
24


$
86


$
110


$
953   38




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
  Note 16.
    Segment
    Reporting  (concluded)  TotalGM





Auto


Total


Corporate


Excluding





Other


TotalGMNA


GME


LAAM


GMAP


Eliminations


GMA


& Other


FIO


GMAC


Financing


Financing


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

$
59,880


$
15,799


$
6,679


$
5,549


$



$
87,907


$
(99
)

$
87,808


$



$



$



$
87,808Intersegment


1,292



996



311



1,619



(4,218
)


























Total automotive sales


61,172



16,795



6,990



7,168



(4,218
)


87,907



(99
)


87,808















87,808Financial services and insurance
    revenue


































17,861



73



17,934



17,934Total net sales and revenue

$
61,172


$
16,795


$
6,990


$
7,168


$
(4,218
)

$
87,907


$
(99
)

$
87,808


$
17,861


$
73


$
17,934


$
105,742Depreciation and amortization

$
2,821


$
900


$
110


$
181


$
16


$
4,028


$
10


$
4,038


$
2,923


$
(775
)

$
2,148


$
6,186Interest income

$
593


$
232


$
46


$
51


$
1


$
923


$
(633
)

$
290


$
1,306


$
(311
)

$
995


$
1,285Interest expense

$
1,621


$
312


$
99


$
107


$



$
2,139


$
(807
)

$
1,332


$
7,836


$
(27
)

$
7,809


$
9,141Income tax expense (benefit)

$
(2,225
)

$
26


$
85


$
356


$
(2
)

$
(1,760
)

$
(628
)

$
(2,388
)

$
583


$
259


$
842


$
(1,546
)Earnings (losses) of
    nonconsolidated affiliates

$
105


$
17


$
9


$
200


$



$
331


$
2


$
333


$
(4
)

$



$
(4
)

$
329Net income (loss)

$
(4,131
)

$
20


$
179


$
868


$
(5
)

$
(3,069
)

$
(309
)

$
(3,378
)

$
1,282


$
(685
)

$
597


$
(2,781
)     (a)
    
    Refer to Note 5 for summarized financial information of
    GMAC for the three and six months ended June 30, 2007.  Note 17.
    Transactions
    with GMAC    Marketing
    Incentives and Operating Lease Residuals
         39




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 17.
    Transactions
    with GMAC  (continued)            Operating
    Lease Assets Transferred to GM by GMAC
   40




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
   Note 17.
    Transactions
    with GMAC  (continued)    Exclusivity
    Arrangement
    Marketing
    Service Agreement
    Royalty
    Arrangement
    Shared
    and Transition Services Agreement
   41




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Continued)
  Note 17.
    Transactions
    with GMAC  (concluded)  Balance
    Sheet
    Assets:Accounts and notes receivable(a)

$
1,245Other assets(b)


97Liabilities:Accounts payable(c)


621Short-term borrowings and current
    portion of long-term debt(d)


2,870Accrued expenses(e)


63Long-term debt(f)


366     (a)
    
    Represents wholesale settlements due from GMAC, amounts owed by
    GMAC with respect to the operating lease assets transferred to
    GM, and the exclusivity fee and royalty arrangement as discussed
    above.(b)
    
    Represents primarily distributions due from GMAC on GMs
    Preferred Membership Interests.(c)
    
    Represents amounts accrued with respect to interest rate
    support, capitalized cost reduction, residual support and lease
    pull-ahead programs and well as the risk sharing arrangement.(d)
    
    Represents wholesale financing, sales of receivable transactions
    and the short term portion of term loans provided to certain
    dealerships wholly-owned by GM or in which GM has an equity
    interest. In addition, it includes borrowing arrangements with
    Adam Opel and arrangements related to GMACs funding of GM
    company-owned vehicles, rental car vehicles awaiting sale at
    auction, and funding of the sale of GM vehicles in which GM
    retains title while the vehicles are consigned to GMAC or
    dealers in the United Kingdom. The financing to GM remains
    outstanding until the title is transferred to the dealers. Also
    included is the short-term portion of a note provided to a
    wholly-owned subsidiary of GM holding debt related to the
    operating leases transferred to GM and a note related to the
    overpayment of approximately $317 million of income taxes
    by GMAC. These taxes were paid by GMAC to GM and are expected to
    be refunded to GMAC on or before December 15, 2007.(e)
    
    Represents mainly interest accrued on the transactions in
    (d) above.(f)
    
    Represents primarily the long-term portion of term loans and a
    note payable with respect to the operating leases transferred to
    GM discussed in (d) above. 42




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Concluded)
   Statement
    of Operations
    Three Months Ended


Six Months EndedJune 30, 2007


June 30, 2007(Dollars in millions)Net sales and revenue(a)

$
69


$
125Cost of sales and other expenses






1Automotive interest income and
    other non-operating income(b)


105



212Derivatives(c)


(6
)


(1
)Interest expense(d)


73



153Servicing expense(e)


45



95     (a)
    
    Represents primarily the sale of vehicles to a subsidiary of
    GMAC for a GM employee lease program.(b)
    
    Represents income on GMs Preferred Membership Interest in
    GMAC, exclusivity and royalty fee income, as well as
    reimbursements by GMAC for certain services provided by GM.
    Included in this amount is rental income related to GMACs
    primary executive and administrative offices located in the
    Renaissance Center in Detroit, Michigan. The lease agreement
    expires on November 30, 2016.(c)
    
    Represents gains recognized in connection with a derivative
    transaction entered into with GMAC as the counterparty.(d)
    
    Represents interest incurred on term loans, notes payable and
    wholesale settlements.(e)
    
    Represents servicing fees paid to GMAC on the automotive leases
    retained by GM.  Note 18.
    Subsequent
    Events  Antwerp
    Plant Workforce Reduction
     43




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)  (Concluded)
   GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
        Financial
    Results
   44




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Strategy
  Form 10-K Form 10-K),
    Continue to execute the North America turnaround
    plan.
  Grow Aggressively in Emerging Markets.
  Continue to Drive the Benefits of Managing the Business
    Globally.
  Continue to Develop and Implement GMs Advanced
    Propulsion Strategy.
  Improve Business Results  Earnings and Cash
    Flow.
 45




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Strategy 
    (concluded)
  Basis of
    Presentation
  Form 10-K.
         46




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Consolidated
    Results of Operations
  Three Months Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006(Dollars in millions)


(Dollars in millions)Net sales and revenueAutomotive sales

$
45,918


$
44,812


$
88,298


$
87,808Financial services and insurance
    revenue


894



9,087



1,830



17,934Total net sales and revenue


46,812



53,899



90,128



105,742Automotive cost of sales


41,674



47,406



80,407



87,177Selling, general, and
    administrative expense


3,293



3,219



6,604



6,585Financial services and insurance
    expense


811



7,727



1,694



16,012Other expenses


575



1,208



575



1,208Operating income (loss)


459



(5,661
)


848



(5,240
)Equity in income (loss) of GMAC LLC


118







(65
)


Automotive interest and other
    income (expense)


(126
)


293



(489
)


451Income (loss) from continuing
    operations before income taxes, other equity income and minority
    interests


451



(5,368
)


294



(4,789
)Income tax benefit


(320
)


(1,715
)


(381
)


(1,546
)Equity income and minority
    interests, net of tax


13



159



67



242Income (loss) from continuing
    operations


784



(3,494
)


742



(3,001
)Income from discontinued
    operations, net of tax


107



111



211



220Net income (loss)

$
891


$
(3,383
)

$
953


$
(2,781
)Net margin from continuing
    operations


1.7
%


(6.5
)%


.8
%


(2.8
)%      47




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Changes
    in Consolidated Financial Condition
  Accounts
    and notes receivable, net
    Inventories
    Financing
    equipment on operating leases, net
    Automotive
    accounts payable (principally trade)
    Financing
    debt
    Financing
    other liabilities and deferred income taxes
   48




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GM
    Automotive Operations Financial Review
  Three Months Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006(Dollars in millions)Total net sales and revenue

$
45,896


$
44,864


$
88,253


$
87,907Automotive cost of sales


41,650



47,265



80,294



86,833Selling, general, and
    administrative expense


3,134



3,042



6,278



6,201Operating income (loss)


1,112



(5,443
)


1,681



(5,127
)Automotive interest and other
    income (expense)


(322
)


(224
)


(759
)


(156
)Income (loss) before income taxes,
    other equity income and minority interests


790



(5,667
)


922



(5,283
)Income tax expense (benefit)


185



(2,028
)


235



(1,760
)Equity income and minority
    interests, net of tax


13



164



67



234Income (loss) from continuing
    operations


618



(3,475
)


754



(3,289
)Income from discontinued operations


107



111



211



220Net income (loss)

$
725


$
(3,364
)

$
965


$
(3,069
)Net margin from continuing
    operations


1.3
%


(7.7
)%


.9
%


(3.7
)%(Volume in thousands)GM production volume(1)


2,409



2,420



4,749



4,835Vehicle unit sales(2)Industry


18,125



17,438



35,548



34,293GM


2,406



2,396



4,674



4,595GM as a% of industry


13.3
%


13.7
%


13.1
%


13.4
%     (1)
    
    Production volume represents the number of vehicles manufactured
    from GMs assembly facilities, and also includes vehicles
    produced by joint ventures.(2)
    
    Vehicle unit sales primarily represent sales to the ultimate
    customer.       49




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Operations Financial
    Review  (continued)
    Three Months Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006(Dollars in millions)Automotive net sales and revenue

$
45.9


$
44.9


$
88.3


$
87.9Contribution costs(a)


32.0



31.3



61.2



60.8Structural costs(b)


12.6



12.8



25.1



25.8Impairment and restructuring
    charges(c)


.2



6.2



.3



6.4     (a)
    
    Contribution costs are expenses that vary with production. The
    amount of contribution costs included in Automotive cost of
    sales is $31.7 billion and $31 billion in the second
    quarters of 2007 and 2006, respectively. These costs primarily
    consist of material costs, freight, and policy and warranty
    expenses. The amount of contribution costs classified in
    Selling, general and administrative expense is $.3 billion
    in the second quarters of both 2007 and 2006, which were
    incurred primarily in connection with our dealer advertising
    programs. The amount of contribution costs included in
    Automotive cost of sales is $60.7 billion and
    $60.2 billion in the first six months of 2007 and 2006,
    respectively. For the six months ended June 30, 2007 and
    2006, $.5 billion and $.6 billion, respectively of
    contribution costs, primarily related to advertising, were
    included in Selling, general and administrative expense.(b)
    
    Structural costs are expenses that do not generally vary in
    direct proportion with production and are recorded in both
    Automotive cost of sales and Selling, general, and
    administrative expense. Such costs include manufacturing labor,
    pension and OPEB costs, engineering expense, and marketing
    related costs. Certain costs related to restructuring and
    impairments that are included in Automotive cost of sales are
    also excluded from structural costs. The amount of structural
    costs included in Automotive cost of sales was $9.7 billion
    and $10.1 billion in the second quarter of 2007 and 2006,
    respectively, and the amount of structural costs included in
    Selling, general, and administrative expense is approximately
    $2.9 billion in 2007 and $2.7 billion in 2006. The
    amount of structural costs included in Automotive cost of sales
    was $19.3 billion and $20.2 billion in the first six
    months of 2007 and 2006, respectively, and the amount of
    structural costs included in Selling, general, and
    administrative expense is approximately $5.8 billion and
    $5.6 billion in the same respective periods.(c)
    
    The amount of impairment and restructuring charges included in
    Automotive cost of sales was $.2 billion and
    $6.2 billion in the second quarters of 2007 and 2006,
    respectively, and $.3 billion and $6.4 billion for the
    six months ended June 30, 2007 and 2006, respectively. See
    below for further discussion.  Industry
    Global Vehicle Sales
     50




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Operations Financial
    Review  (continued)
  
 Industry
    Global Vehicle Sales  (continued)
    GM
    Global Vehicle Sales
          Automotive
    Net Sales and Revenue
      Contribution
    Costs
     51




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Operations Financial
    Review  (continued)
  
 Contribution
    Costs  (continued)
    Structural
    Costs
      Impairment
    and Restructuring Charges
    Three Months Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006(Dollars in millions)UAW Attrition Program

$
(6
)

$
6,482


$
(24
)

$
6,482Restructuring initiatives


136



(623
)


231



(486
)Asset impairment


100



363



109



363Other


(6
)






(48
)


Total

$
224


$
6,222


$
268


$
6,359     
    $97 million charge for capacity initiatives at GMNA and
    $30 million restructuring charge at GME.
    $95 million charge for product specific asset impairments
    at GMNA.    
    $6.5 billion for a charge related to the program under the
    UAW Attrition Agreement (UAW Attrition Program), primarily for
    payments to employees ($2.1 billion) and for the
    curtailment charges associated with GMs U.S. hourly
    pension, OPEB, and extended disability plans as a result of the
    UAW Attrition Program ($4.4 billion). 52




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Operations Financial
    Review  (continued)
  
 Impairment
    and Restructuring
    Charges  (concluded)
   
    Other restructuring charges recognized at GME and GMLAAM of
    $214 million and $16 million, respectively. A
    favorable revision to the reserve recorded in the fourth quarter
    of 2005 related to North American plant capacity actions
    ($.9 billion), primarily attributable to the impact of the
    UAW Attrition Program.
    $303 million charge at GMNA and a $60 million charge
    at GME, related to the write down of product specific assets.    
    $95 million for restructuring initiatives at GME
    ($57 million) and GMAP ($48 million).    
    $64 million at GMNA, consisting of a charge of
    $100 million related to a salaried severance program, a
    charge of $81 million for certain components of the
    U.S. hourly attrition program related to lump sum benefit
    payments, and curtailment charges of $19 million related to
    modifications in GMs pension plans for U.S. salaried
    employees. These were partially offset by a favorable adjustment
    of $136 million related to the reserve for postemployment
    benefits, primarily due to higher than anticipated headcount
    reductions associated with GMNA plant idling activities.
    Other restructuring charges recognized at GME and GMLAAM of
    $47 million and $27 million, respectively.  Automotive
    Cost of Sales
      Selling,
    General, and Administrative Expense
      Automotive
    Interest and Other Income (Expense)
   53




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Operations Financial
    Review  (continued)
  
 Automotive
    Interest and Other Income
    (Expense)  (concluded)
      Income
    Tax Expense
      Equity
    Income and Minority Interests, Net of Tax
    Income
    from Discontinued Operations
   54




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GM
    Automotive Regional Results
  GM
    North America
  Three Months Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006(Dollars in millions)Total net sales and revenue

$
29,574


$
30,850


$
57,537


$
61,172Automotive cost of sales


27,453



34,538



53,213



62,773Selling, general, and
    administrative expenses


1,811



2,018



3,801



4,165Operating income (loss)


310



(5,706
)


523



(5,766
)Automotive interest and other
    income (expense)


(408
)


(466
)


(832
)


(887
)Loss before income taxes, other
    equity income and minority interests


(98
)


(6,172
)


(309
)


(6,653
)Income tax benefit


(49
)


(2,151
)


(75
)


(2,225
)Equity income and minority
    interests, net of tax


10



71



13



77Net loss from continuing operations


(39
)


(3,950
)


(221
)


(4,351
)Income from discontinued
    operations, net of tax


107



111



211



220Net income (loss)

$
68


$
(3,839
)

$
(10
)

$
(4,131
)Net margin from continuing
    operations


(0.1
)%


(12.8
)%


(.4
)%


(7.1
)%(Volume in thousands)Production volume(1) Cars


401



462



800



958Trucks


740



775



1,404



1,534Total


1,141



1,237



2,204



2,492Vehicle Unit
    Sales(2) Industry  North America


5,305



5,399



10,000



10,162GM


1,200



1,290



2,256



2,413GM as% of industry


22.6
%


23.9
%


22.6
%


23.7
%Industry  U.S.


4,442



4,572



8,430



8,626GM as a percentage of industry


22.8
%


24.1
%


22.8
%


24.0
%GM cars


19.2
%


20.0
%


19.2
%


20.3
%GM trucks


26.2
%


27.9
%


26.0
%


27.1
%     (1)
    
    Production volume represents the number of vehicles manufactured
    from GMs assembly facilities, and also includes vehicles
    produced by joint ventures.(2)
    
    Vehicle unit sales primarily represent sales to the ultimate
    customer.    Total
    Net Sales and Revenue
   55




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
  
 GM
    North America  (continued)
      pick-ups.
  pick-ups.
  Automotive
    Cost of Sales
     56




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
  
 GM
    North America  (concluded)
    Selling,
    General, and Administrative Expense
      Net
    Income from Discontinued Operations
   57




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
  GM
    Europe
  Three Months EndedJune 30,


Six Months Ended June 30,2007


2006


2007


2006(Dollars in millions)Total net sales and revenue

$
9,558


$
8,740


$
18,043


$
16,795Automotive cost of sales


8,548



8,178



16,333



15,507Selling, general, and
    administrative expense


670



584



1,332



1,173Operating income (loss)


340



(22
)


378



115Automotive interest and other
    income (expense)


(28
)


(32
)


(64
)


(77
)Income (loss) before income taxes,
    other equity income and minority interests


312



(54
)


314



38Income tax expense (benefit)


98



(9
)


97



26Equity income and minority
    interests, net of tax


3



6



5



8Net income (loss)

$
217


$
(39
)

$
222


$
20Net margin


2.3
%


(.4
)%


1.2
%


.1
% (Volume in thousands)Production volume(1)


464



495



975



989Vehicle unit sales(2)Industry


6,054



5,949



11,759



11,520GM


574



548



1,128



1,071GM as percentage of industry


9.5
%


9.2
%


9.6
%


9.3
%GM market share  Germany


9.2
%


10.2
%


9.6
%


10.2
%GM market share  United
    Kingdom


15.9
%


15.2
%


15.4
%


14.8
%     (1)
    
    Production volume represents the number of vehicles manufactured
    from GMs assembly facilities, and also includes vehicles
    produced by joint ventures.(2)
    
    Vehicle unit sales primarily represent sales to the ultimate
    customer.    Regional
    Industry Vehicle Unit Sales
     58




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
  
 GM
    Europe  (continued)
    Total
    Net Sales and Revenue
      Automotive
    Cost of Sales
      Selling,
    General, and Administrative Expense
     59




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
  GM
    Latin America/Africa/Mid-East (LAAM) Operations
  Three Months Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006(Dollars in millions)Total net sales and revenue

$
4,330


$
3,829


$
7,903


$
6,990Automotive cost of sales


3,847



3,442



7,004



6,354Selling, general, and
    administrative expense


297



183



474



334Operating income


186



204



425



302Automotive interest and other
    income (expense)


109



(36
)


125



(36
)Income before income taxes, other
    equity income and minority interests


295



168



550



266Income tax expense


83



28



136



85Equity income (loss) and minority
    interests, net of tax


1



(1
)






(2
)Net income

$
213


$
139


$
414


$
179Net margin


4.9
%


3.6
%


5.2
%


2.6
% (Volume in thousands)Production volume(1)


233



206



455



400Vehicle Unit Sales(2)Industry


1,723



1,462



3,345



2,897GM


293



245



564



475GM as% of industry


17.0
%


16.8
%


16.9
%


16.4
%GM market share  Brazil


20.1
%


21.6
%


20.1
%


21.5
%     (1)
    
    Production volume represents the number of vehicles manufactured
    from GMs assembly facilities, and also includes vehicles
    produced by joint ventures.(2)
    
    Vehicle unit sales primarily represent sales to the ultimate
    customer.    Regional
    Vehicle Sales
       60




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
  
 GM
    Latin America/Africa/Mid-East (LAAM)
    Operations  (continued)
    Total
    Net Sales and Revenue
      Automotive
    Cost of Sales
      Selling,
    General, and Administrative Expense
     61




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
  
 GM
    Latin America/Africa/Mid-East (LAAM)
    Operations  (concluded)
    Automotive
    Interest and Other Income (Expense)
        Income
    Tax Expense (Benefit)
     62




---



##### Table of Contents



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


Six MonthsEnded


EndedJune 30,


June 30,2007


2006


2007


2006(Dollars in millions)Total net sales and revenue

$
5,446


$
3,782


$
10,005


$
7,168Automotive cost of sales


4,818



3,443



8,978



6,410Selling, general, and
    administrative expense


354



257



667



529Operating income


274



82



360



229Automotive interest and other
    income (expense)


8



310



16



844Income before income taxes, other
    equity income and minority interests


282



392



376



1,073Income tax expense


53



104



80



356Equity income (loss) and minority
    interests, net of tax


(2
)


88



47



151Net income

$
227


$
376


$
343


$
868Net margin


4.2
%


9.9
%


3.4
%


12.1
% (Volume in thousands)Production volume(1)(4)


571



482



1,115



954Vehicle unit sales(2)(3)(5)Industry


5,063



4,629



10,464



9,714GM


338



312



726



635GM as a percentage of industry


6.7
%


6.7
%


6.9
%


6.5
%GM market share 
    Australia


14.5
%


14.7
%


14.7
%


15.6
%GM market share 
    China(3)


10.8
%


12.3
%


12.3
%


12.9
%     (1)
    
    Includes GM Daewoo Auto & Technology Co., Ltd.,
    Shanghai General Motors Co., Ltd., and SAIC-GM-Wuling Automobile
    Co., Ltd. joint venture production(2)
    
    Includes GM Daewoo Auto & Technology Co., Ltd.,
    Shanghai General Motors Co., Ltd., and SAIC-GM-Wuling Automobile
    Co., Ltd. joint venture sales(3)
    
    Includes SAIC-GM-Wuling Automobile Co., Ltd. joint venture sales.(4)
    
    Production volume represents the number of vehicles manufactured
    from GMs assembly facilities, and also includes vehicles
    produced by joint ventures.(5)
    
    Vehicle unit sales primarily represent sales to the ultimate
    customer.    Regional
    Vehicle Sales
   63




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
  
 GM
    Asia Pacific  (continued)
      Total
    Net Sales and Revenue
      Automotive
    Cost of Sales
     64




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
  GM
    Asia Pacific  (concluded)
    Selling,
    General, and Administrative Expense
    Automotive
    Interest and Other Income (Expense)
    Corporate
    and Other
  Three Months


Six MonthsEnded


EndedJune 30,


June 30,2007


2006


2007


2006(Dollars in millions)Total net sales and revenue

$
22


$
(52
)

$
45


$
(99
)Automotive cost of sales


24



141



113



344Selling, general, and
    administrative expenses


159



177



326



384Other expense


575



157



575



303Operating loss


(736
)


(527
)


(969
)


(1,130
)Automotive interest and other
    income (expense)


157



101



181



193Loss before income taxes, other
    equity income and minority interests


(579
)


(426
)


(788
)


(937
)Income tax benefit


(549
)


(307
)


(666
)


(628
)Net loss

$
(30
)

$
(119
)

$
(122
)

$
(309
)      65




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Corporate
    and Other  (continued)
          FIO
    Operations Financial Review
             66




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Corporate
    and Other  (concluded)
  
 FIO
    Operations Financial
    Review  (concluded)
    Key
    Factors Affecting Future and Current Results
    Turnaround
    Plan
      Product Excellence.
  Revitalize Sales and Marketing Strategy.
  Accelerate Cost Reductions and Quality
    Improvements. Form 10-K.
 67




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Key
    Factors Affecting Future and Current
    Results  (continued)
  
 Turnaround
    Plan  (concluded)
      Address Health Care/Legacy Cost
    Burden.
  Labor
    Negotiations
     68




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Key
    Factors Affecting Future and Current
    Results  (continued)
  
 Labor
    Negotiations  (concluded)
    Delphi
    Bankruptcy
  General.
      Delphi
    Motions to Reject Various Contracts.
    Benefit
    Guarantee Agreements.
   69




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Key
    Factors Affecting Future and Current
    Results  (continued)
  
 Delphi
    Bankruptcy  (continued)
          Delphi
    Attrition Programs.
    Proposed
    Consensual Resolution
    Labor MOUs.
 70




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Key
    Factors Affecting Future and Current
    Results  (continued)
  
 Delphi
    Bankruptcy  (continued)
        IUE-CWA
  Delphi Reorganization.
 71




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Key
    Factors Affecting Future and Current
    Results  (continued)
  
 Delphi
    Bankruptcy  (concluded)
    GM Claims
    Against Delphi.
    GM
    Contingent Liability.
      Form 10-K
    Investigations
   72




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Key
    Factors Affecting Future and Current
    Results  (concluded)
  
 Investigations  (concluded)
      Liquidity
    and Capital Resources
     73




---



##### Table of Contents



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


Financing and InsuranceSix Months Ended June 30,2007


2006


2007


2006(Dollars in millions)Net cash provided by (used in)
    continuing operating activities

$
2,983


$
5,068


$
1,044


$
(7,457
)Net cash provided by
    discontinued operations


240



400







Net cash provided by (used in)
    operating activities


3,223



5,468



1,044



(7,457
)Cash flows from investing
    activitiesExpenditures for property


(2,883
)


(3,128
)


(1
)


(135
)Investments in marketable
    securities, acquisitions


(1,490
)


(62
)


(10
)


(11,518
)Investments in marketable
    securities, liquidations


56



1,663



5



10,246Net change in mortgage servicing
    rights














(55
)Increase in finance receivables














(169
)Proceeds from sale of finance
    receivables














15,213Proceeds from sale of business
    units/equity investments






1,968







8,550Capital contribution to GMAC LLC


(1,022
)










Operating leases, acquisitions














(9,135
)Operating leases, liquidations










1,613



3,411Net investing activity with
    Financing and Insurance Operations


476



1,411







Investments in companies, net of
    cash acquired






(25
)






(324
)Other


(121
)


(1,031
)


10



(580
)Net cash provided by (used in)
    continuing investing activities


(4,984
)


796



1,617



15,504Net cash used in discontinued
    operations


(13
)


(11
)






Net cash provided by (used in)
    investing operations


(4,997
)


785



1,617



15,504Cash flows from financing
    activitiesNet increase (decrease) in
    short-term borrowing


(272
)


(331
)


(2,290
)


(6,853
)Borrowings of long-term debt


1,572



425







42,226Repayment of long-term debt


(1,132
)


(379
)






(43,205
)Net financing activity with
    Automotive Operations










(476
)


(1,411
)Cash dividends paid to stockholders


(283
)


(283
)






Other














1,918Net cash used in continuing
    financing activities


(115
)


(568
)


(2,766
)


(7,325
)Net cash used in discontinued
    operations






(1
)






Net cash used in financing
    operations


(115
)


(569
)


(2,766
)


(7,325
)Effect of exchange rate changes on
    cash and cash equivalents


169



73







98Net transactions with
    Automotive/Financing Operations


(14
)


(947
)


14



947Net increase (decrease) in cash
    and cash equivalents


(1,734
)


4,810



(91
)


1,767Cash and cash equivalents
    reclassified as Assets Held for Sale














(14,458
)Cash and cash equivalents at
    beginning of the period


23,774



15,187



349



15,539Cash and cash equivalents at
    end of the period

$
22,040


$
19,997


$
258


$
2,848  74




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Liquidity
    and Capital Resources  (continued)
  Available
    Liquidity
    June 30,


December 31,


June 30,2007


2006


2006(Dollars in billions)Cash and cash equivalents

$
22.0


$
23.8


$
20.0Marketable securities


1.6



0.1



0.1Readily-available assets of VEBA
    trusts


3.6



2.5



2.8Available Liquidity

$
27.2


$
26.4


$
22.9          75




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Liquidity
    and Capital Resources  (continued)
  
 Available
    Liquidity  (continued)
      Form 10-K
    Cash
    Flow
   76




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Liquidity
    and Capital Resources  (continued)
        Debt
        Net
    Liquidity
    Financing
    and Insurance Operations
   77




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Liquidity
    and Capital Resources  (continued)
  
 Financing
    and Insurance
    Operations  (concluded)
          Status
    of Debt Ratings
    Rating Agency

Senior Unsecured Debt

Outlook

Commercial PaperDBRS

B

Negative

R-5Fitch

B−

Negative

WithdrawnMoodys

Caa1

Negative

Not PrimeS&P

B−

Negative

B-3      78




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Liquidity
    and Capital Resources  (continued)
  
 Status
    of Debt Ratings  (concluded)
    Off-Balance
    Sheet Arrangements
         79




---



##### Table of Contents



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


December 31,


June 30,2007


2006


2006(Dollars in millions)Assets leased under operating
    leases

$
2,193


$
2,248


$
2,298Trade receivables sold*


142



309



713Total

$
2,335


$
2,557


$
3,011Financing and Insurance OperationsReceivables sold or securitized: Mortgage loans









$
95,687 Retail finance
    receivables










7,151 Wholesale finance
    receivables










21,624Total









$
124,462     *
    
    As of June 30, 2006, additional off-balance sheet trade
    receivables sold to GMAC were $590 million.  Dividends
  and/or
    Employees
  As of June 30, 2007, GM employed
    274,000 employees.
  June 30,


December 31,


June 30,2007


2006


2006GMNA(1)


146



152



167GME


59



60



63GMLAAM


33



32



32GMAP


33



34



34GMAC(2)










31Other


3



2



2Total


274



280



329     (1)
    
    The number of employees for GMNA at June 30, 2007,
    December 31, 2006, and June 30, 2006 excludes U.S.
    hourly employees of 5,507, 3,620, and 4,234, respectively, who
    are on a temporary leave of absence.(2)
    
    The number of employees at June 30, 2007 and
    December 31, 2006 exclude GMAC employees, who were removed
    from the consolidated payroll as a result of the GMAC
    Transaction in November 2006. 80




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Critical
    Accounting Estimates
  Form 10-K.
  Accounting
    Standards Not Yet Adopted
    instrument-by-instrument
  No. 07-3
  No. 06-11 (EITF 06-11), EITF 06-11
 81




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Critical
    Accounting Estimates  (concluded)
  
 Accounting
    Standards Not Yet
    Adopted  (concluded)
    Forward-Looking
    Statements
  Form 10-K Form 8-K, Form 10-Q Form 8-K, Forms 10-K, 10-Q, 8-K.
  
    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 liquidity and financing sources
    and an appropriate level of debt;
    Changes in the existing, or the adoption of new, laws,
    regulations, policies, or other activities of governments,
    agencies, and similar organizations where such actions may
    affect the production, licensing, distribution, or sale of our
    products, the cost thereof or applicable tax rates;
    Costs and risks associated with litigation;
    The final results of investigations and inquiries by the SEC and
    other governmental agencies;
    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, including the negotiation of a new
    collective bargaining agreement with the UAW;
    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;
    Labor strikes or work stoppages at GM or its key suppliers such
    as Delphi or financial difficulties at GMs key suppliers
    such as Delphi;
    Additional credit rating downgrades and the effects thereof; 82




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Forward-Looking
    Statements  (concluded)
   
    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.  Form 10-K, Forms 10-K, 10-Q, 8-K.
  
    Changes in the residential mortgage market, especially in the
    nonprime sector;
    Significant changes in the competitive environment and the
    effect of competition in the GMACs markets, including on
    the GMACs pricing policies;
    Its ability to maintain adequate financing sources;
    Its ability to maintain an appropriate level of debt;
    Restrictions on the ability of GMACs residential mortgage
    subsidiary to pay dividends and prepay subordinated debt
    obligations to GMAC;
    Changes in the residual value of off-lease vehicles;
    Changes in U.S. government-sponsored mortgage programs or
    disruptions in the markets in which GMACs mortgage
    subsidiaries operate;
    Changes in its contractual servicing rights;
    Costs and risks associated with litigation;
    Changes in GMACs accounting assumptions that may require
    or that result from changes in the accounting rules or their
    application, which could result in an impact on earnings;
    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 it operates; and
    Changes in the existing, or the adoption of new, laws,
    regulations, policies, or other activities of governments,
    agencies and similar organizations.      Item 3.
    Quantitative
    And Qualitative Disclosures About Market Risk  Form 10-K.
    83




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Item 4.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
    Rules 13a-15(e) 15d-15(e) Rules 13a-15 15d-15
  Form 10-K
  Accounting for Income Taxes
    (SFAS No. 109)
  Accounting for Derivative
    Instruments and Hedging Activities
     84




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Item 4.
    Controls
    and Procedures  (continued)  Remediation
    and Changes in Internal Controls
                Form 10-K
   85




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Item 4.
    Controls
    and Procedures  (concluded)  Limitations
    on the Effectiveness of Controls
      PART II
  Item 1.
    Legal
    Proceedings  Canadian
    Export Antitrust Class Action
  In re New Market Vehicle Canadian Export Antitrust Litigation
    Cases,
  ERISA
    Case
  Mary M. Brewer, et al. v. General
    Motors Investment Management Corporation, et al
 86




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Item 1.
    Legal
    Proceedings  (concluded)    Environmental
    Matters
  Linden,
    New Jersey Assembly Plan
    Greenhouse
    Gas Lawsuit
  California ex rel.
    Lockyer v. General Motors Corporation, et al. Massachusetts v. EPA Lockyer
    Item 1A.
    Risk
    Factors  Form 10-K, Form 10-K Form 10-Q. Form 10-K Form 10-Q
  Risks
    related to GM and its automotive business
  Changes
    in existing, or the adoption of new, laws, regulations or
    policies of governmental organizations, particularly
    environmental or fuel economy regulations, may have a
    significant negative impact on how we do business.
     87




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Item 1A.
    Risk
    Factors  (continued)  
 Risks
    related to GM and its automotive
    business  (continued)
  2 emission standards that effectively impose similarly heightened
    fuel economy standards for new vehicles sold in those states.
    Although the automotive industry is challenging certain of these
    state regulations in court, no assurance can be given that these
    challenges will be successful.
    Shortages
    and increases in the price of fuel can result in diminished
    profitability due to shifts in consumer vehicle
    demand.
    Our
    collective bargaining agreement with the UAW will expire in
    September 2007, and we intend to negotiate a new agreement that
    promotes our cost reduction goals.
     88




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Item 1A.
    Risk
    Factors  (continued)  
 Risks
    related to GM and its automotive
    business  (continued)
  The
    proposed consensual resolution of Delphis bankruptcy
    proceedings may be contested by other parties or rejected by the
    Bankruptcy Court.
    Other
    Risk Factors
  Form 10-K, Form 10-K. Form 10-K
  Risks
    related to GM and its automotive business
  
    Our continued ability to achieve structural and material cost
    reductions and to realize production efficiencies for our
    automotive operations is critical to our ability to achieve our
    turnaround plan and return to profitability.
    We must continue to make structural changes to reduce our
    U.S. health-care cost burden, the source of our largest
    competitive cost disadvantage.
    Our extensive pension and OPEB obligations to retirees are a
    competitive disadvantage for us.
    Our pension and OPEB expenses are affected by factors outside
    our control, including the performance of plan assets, interest
    rates, actuarial data and experience, and changes in laws and
    regulations.
    We have guaranteed a significant amount of Delphis
    financial obligations to its unionized workers. If Delphi fails
    to satisfy these obligations, we would be obligated to pay some
    of these obligations.
    Delphi may seek to reject or compromise its obligations to us
    through its Chapter 11 bankruptcy proceedings.
    Financial difficulties, labor stoppages, or work slowdowns at
    key suppliers, including Delphi, could result in a disruption in
    our operations and have a material adverse effect on our
    business.
    Increase in cost, disruption of supply, or shortage of raw
    materials could harm our business.
    A decline in consumer demand for our higher margin vehicles
    could result in diminished profitability.
    The pace of introduction and market acceptance of new vehicles
    is important to our success.
    Decreases in the residual value of our vehicles could have a
    significant negative effect on our results of operations.
    GMs significant investment in new technology may not
    result in successful vehicle applications.
    We operate in a highly competitive industry that has excess
    manufacturing capacity. 89




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Item 1A.
    Risk
    Factors  (continued)  
 Risks
    related to GM and its automotive
    business  (concluded)
   
    The financial distress, bankruptcy, or insolvency of a major
    competitor could have significant adverse consequences for us.
    We could be materially adversely affected by changes or
    imbalances in currency exchange or other rates.
    Our liquidity position could be negatively affected by a variety
    of factors, which in turn could have a material adverse effect
    on our business.
    Continued failure to achieve profitability may cause some or all
    of our deferred tax assets to expire.
    Further reduction of our credit ratings, or failure to restore
    our credit ratings to higher levels, could have a material
    adverse effect on our business.
    The federal government is currently investigating certain of our
    accounting practices. The final outcome of these investigations
    could require us to restate prior financial results.
    We have determined that our internal controls over financial
    reporting are currently ineffective. The lack of effective
    internal controls could adversely affect our financial condition
    and ability to carry out our strategic business plan.
    Our indebtedness and other obligations of our automotive
    operations are significant and could materially adversely affect
    our business.
    Economic and industry conditions constantly change and could
    have a material adverse effect on our business and results of
    operations.
    Our businesses outside the United States expose us to additional
    risks that may cause our revenues and profitability to decline.
    We are subject to significant risks of litigation.  Risks
    related to GMs 49% ownership interest in GMAC
  
    General business, economic, and market conditions may
    significantly affect the operating results of GMACs
    business and earnings.
    GMAC requires substantial capital, and if GMAC is unable to
    maintain adequate financing sources, its profitability and
    financial condition will suffer and jeopardize its ability to
    continue operations.
    GMACs indebtedness and other obligations are significant
    and could materially adversely affect its business.
    GMACs earnings may decrease because of increases or
    decreases in interest rates.
    GMACs hedging strategies may not be successful in
    mitigating its risks associated with changes in interest rates
    and could affect its profitability and financial condition.
    GMACs residential mortgage subsidiarys ability to
    pay dividends to GMAC is restricted by contractual arrangements.
    GMAC uses estimates and assumptions in determining the fair
    value of certain of its assets, its allowance for credit losses,
    lease residual values, and its reserves for insurance losses and
    loss adjustment expenses. If its estimates or assumptions prove
    to be incorrect, its cash flow, profitability, financial
    condition, and business prospects would be materially adversely
    affected.
    GMAC is exposed to credit risk which could affect its
    profitability and financial condition. 90




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Item 1A.
    Risk
    Factors  (concluded)  
 Risks
    related to GMs 49% ownership interest in
    GMAC  (concluded)
   
    Recent developments in the residential mortgage market,
    especially in the nonprime sector, may adversely affect
    GMACs revenues, profitability, and financial condition.
    Changes in existing U.S. government-sponsored mortgage
    programs, or disruptions in the secondary markets in the United
    States or other countries in which GMACs mortgage
    subsidiaries operate, could adversely affect the profitability
    and financial condition of GMACs mortgage business.
    GMAC may be required to repurchase contracts and provide
    indemnification if it breaches representations and warranties in
    its securitization and whole loan transactions, which could harm
    GMACs profitability and financial condition.
    Significant indemnification payments or contract, lease, or loan
    repurchase activity of retail contracts or leases or mortgage
    loans could harm GMACs profitability and financial
    condition.
    A loss of contractual servicing rights could have a material
    adverse effect on GMACs financial condition, liquidity,
    and results of operations.
    The regulatory environment in which GMAC operates could have a
    material adverse effect on its business and earnings.
    The worldwide financial services industry is highly competitive.
    If GMAC is unable to compete successfully or if there is
    increased competition in the automotive financing, mortgage,
    and/or
    insurance markets or generally in the markets for
    securitizations or asset sales, GMACs margins could be
    materially adversely affected.    Item 2(c).
    Purchases
    of Equity Securities      GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Item 4.
    Submission
    of Matters to a Vote of Security Holders    Final Voting ResultsVotes


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

For


439,042,834



94.3Withheld


26,336,904



5.7Erskine B. Bowles

For


439,532,226



94.4Withheld


25,847,512



5.6 91




---



##### Table of Contents



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


PercentJohn H. Bryan

For


435,142,072



93.5Withheld


30,237,666



6.5Armando M. Codina

For


443,605,563



95.3Withheld


21,774,175



4.7Erroll B. Davis, Jr.

For


446,046,597



95.8Withheld


19,333,141



4.2George M.C. Fisher

For


439,049,013



94.3Withheld


26,330,725



5.7Karen Katen

For


440,038,288



94.6Withheld


25,341,450



5.4Kent Kresa

For


423,537,045



91.0Withheld


41,842,693



9.0Ellen J. Kullman

For


424,031,880



91.1Withheld


41,347,858



8.9Philip A. Laskawy

For


423,449,025



91.0Withheld


41,930,713



9.0Kathryn V. Marinello

For


446,769,015



96.0Withheld


18,610,723



4.0Eckhard Pfeiffer

For


419,894,212



90.2Withheld


45,485,526



9.8G. Richard Wagoner, Jr.

For


446,201,778



95.9Withheld


19,177,960



4.1In addition, 676 votes were cast
    for each of the following: John Chevedden, James Dollinger, Lucy
    Kessler, John Lauve, Louis Lauve III, Steve Mahac, Erik Nielsen,
    Larry Parks, Danny Taylor, William Walde, and William
    Woodward, M.D.; and 476 votes were cast for Dean Fitzpatrick


0.0Item No. 2Ratification of the selection of
    Deloitte & Touche LLP as independent public
    accountants for the year 2007

For


421,236,249



90.5Not in favorAgainst


33,800,994



7.3Abstain


10,343,171



2.2Total


44,144,165



9.5Broker Non-Vote






 92




---



##### Table of Contents



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


PercentItem No. 3Approval of the 2007 Annual
    Incentive Plan

For


434,407,716



93.3Not in favorAgainst


19,493,945



4.2Abstain


11,478,553



2.5Total


30,972,498



6.7Broker Non-Vote






Item No. 4Approval of the 2007 Long-Term
    Incentive Plan

For


306,500,951



87.7Not in favorAgainst


31,778,280



9.1Abstain


11,124,899



3.2Total


42,903,179



12.3Broker Non-Vote


115,976,085



Item No. 5Stockholder proposal regarding
    disclosure of political contributions

For


15,313,094



4.4Not in favorAgainst


295,716,392



84.6Abstain


38,374,843



11.0Total


334,091,235



95.6Broker Non-Vote


115,976,085



Item No. 6Stockholder proposal regarding
    limit on directorships of GM Board members

For


15,582,930



4.5Not in favorAgainst


322,976,454



92.4Abstain


10,844,945



3.1Total


333,821,399



95.5Broker Non-Vote


115,976,085



Item No. 7Stockholder proposal regarding
    greenhouse gas emissions

For


89,907,649



25.7Not in favorAgainst


218,824,558



62.6Abstain


40,671,622



11.7Total


259,496,180



74.3Broker Non-Vote


115,976,585



 93




---



##### Table of Contents



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


PercentItem No. 8Stockholder proposal regarding
    cumulative voting

For


90,813,196



26.0Not in favorAgainst


247,261,567



70.8Abstain


11,329,566



3.2Total


258,591,133



74.0Broker Non-Vote


115,976,085



Item No. 9Stockholder proposal regarding
    stockholder approval of a poison pill

For


63,946,276



18.3Not in favorAgainst


271,262,719



77.6Abstain


14,194,834



4.1Total


285,457,553



81.7Broker Non-Vote


115,976,585



Item No. 10Stockholder proposal regarding
    special stockholder meetings

For


143,499,738



41.1Not in favorAgainst


193,969,205



55.5Abstain


11,935,186



3.4Total


205,904,391



58.9Broker Non-Vote


115,976,085



    Final Voting ResultsVotes


PercentItem No. 11Stockholder proposal regarding
    performance-based equity compensation

For


73,920,595



21.2Not in favorAgainst


264,483,778



75.7Abstain


10,999,956



3.1Total


275,483,734



78.8Broker Non-Vote


115,976,085



 94




---



##### Table of Contents



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


PercentItem No. 12Stockholder proposal regarding
    recouping unearned incentive bonuses

For


40,934,930



11.7Not in favorAgainst


297,843,876



85.2Abstain


10,625,023



3.1Total


308,468,899



88.3Broker Non-Vote


115,976,585



Item No. 13Stockholder proposal regarding
    optimum Board size

For


12,952,111



3.7Not in favorAgainst


324,682,901



92.9Abstain


11,769,317



3.4Total


336,452,218



96.3Broker Non-Vote


115,976,085



Item No. 14Stockholder proposal regarding
    simple majority vote

For


61,465,439



17.6Not in favorAgainst


276,614,575



79.2Abstain


11,323,815



3.2Total


287,938,390



82.4Broker Non-Vote


115,976,585



     95




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Item 6.
    Exhibits  ExhibitNumber

Exhibit Name10
.1

UAW-Delphi-GM Memorandum of
    Understanding  Delphi Restructuring10
.2

Asset Purchase Agreement dated as
    of June 28, 2007 by and between General Motors Corporation
    and Clutch Operating Company, Inc.10
.3

General Motors Corporation 2007
    Cash-Based Restricted Stock Unit Plan (Amendment to 2006
    Cash-Based Restricted Stock Unit Plan)10
.4

Form of Special RSU Grant award
    document for March 2007 award10
.5

Form of Special Cash-based RSU
    Grant award document for March 2007 award10
.6

364-Day
    Revolving Credit Agreement Among General Motors Corporation, the
    Several Lenders, Bank of America, N.A. as Syndication Agent, and
    JPMorgan Chase Bank, N.A. as Administrative Agent dated as of
    June 22, 200731
.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    96




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
 SIGNATURES    
  By:
    /s/  NICK
    S. CYPRUS     97




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Exhibit Name10
.1

UAW-Delphi-GM Memorandum of
    Understanding  Delphi Restructuring10
.2

Asset Purchase Agreement dated as
    of June 28, 2007 by and between General Motors Corporation
    and Clutch Operating Company, Inc.10
.3

General Motors Corporation 2007
    Cash-Based Restricted Stock Unit Plan (Amendment to 2006
    Cash-Based Restricted Stock Unit Plan)10
.4

Form of Special RSU Grant award
    document for March 2007 award10
.5

Form of Special Cash-based RSU
    Grant award document for March 2007 award10
.6

364-Day
    Revolving Credit Agreement Among General Motors Corporation, the
    Several Lenders, Bank of America, N.A. as Syndication Agent, and
    JPMorgan Chase Bank, N.A. as Administrative Agent dated as of
    June 22, 200731
.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  98