##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549-1004
 FORM 10-Q/A
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2005
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from  to
 1-143
 GENERAL MOTORS CORPORATION
  STATE OF DELAWARE
    
    38-0572515(State or other jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)300 Renaissance Center, Detroit, Michigan
    
    48265-3000(Address of Principal Executive Offices)
    
    (Zip Code)
 (313) 556-5000
 þ o
  Large accelerated filer þ
    
    Accelerated filer £
    
    Non-accelerated filer £
 o þ
   www.gm.com.




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##### 



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 INDEX
 Page No.Explanatory Note


    
    
3Part I
 Financial InformationItem 1.
    

Condensed Consolidated Financial Statements (Unaudited)Condensed
Consolidated Statements of Income for the Three Months Ended
March 31, 2005 (as restated) and 2004 (as restated)
    
    
    4Supplemental
Information to the Condensed Consolidated Statements of Income for
the Three Months Ended March 31, 2005  (as restated) and 2004 (as restated)
    
    
    5Condensed
Consolidated Balance Sheets as of March 31, 2005, (as restated) December 31, 2004,
and March 31, 2004 (as restated)
    
    
    6Supplemental
Information to the Condensed Consolidated Balance Sheets as of
March 31, 2005 (as restated), December 31, 2004, and March 31, 2004 (as restated)
    
    
    7Condensed Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2005 (as restated) and 2004 (as restated)
    
    
    8Supplemental Information to the Condensed Consolidated Statements of
Cash Flows for the Three Months Ended March 31, 2005  (as
restated) and 2004 (as
restated)
    
    
    9Notes
to Condensed Consolidated Financial Statements
    
    
    10Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    28Item 4.
    
    Controls and Procedures
    
    
    40Part II  Other InformationItem 6.
    
    Exhibits
    
    
    41Signatures
    
    
    42CertificationsSection 302 Certification of the Chief Executive OfficerSection 302 Certification of the Chief Financial OfficerCertification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 EXPLANATORY NOTE
  3




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PART I
 GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 Three Months EndedMarch 31,(As restated,
    
    
    (As restatedsee Note 1)
    
    
    See Note 1)2005
    
    
    2004(dollars in millionsexcept per share amounts)Total net sales and revenues
    
    $
    45,773
    
    
    $
    47,862Cost of sales and other expenses
    
    
    39,499
    
    
    
    38,874Selling, general, and administrative expenses
    
    
    4,889
    
    
    
    4,988Interest expense
    
    
    3,679
    
    
    
    2,784Total costs and expenses
    
    
    48,067
    
    
    
    46,646Income (loss) before income taxes, equity income and minority interests
    
    
    (2,294
    )
    
    
    1,216Income tax expense (benefit)
    
    
    (972
    )
    
    
    243Equity income (loss) and minority interests
    
    
    69
    
    
    
    252Net income (loss)
    
    $
    (1,253
    )
    
    $
    1,225Basic earnings (loss) per share attributable to common stock(Note 8)
    
    $
    (2.22
    )
    
    $
    2.17Earnings (loss) per share attributable to common stock
assuming dilution(Note 8)
    
    $
    (2.22
    )
    
    $
    2.15
  4




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 SUPPLEMENTAL
INFORMATION TO THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 Three Months EndedMarch 31,(As restated,
    
    
    (As restatedsee Note 1)
    
    
    See Note 1)2005
    
    
    2004(dollars in millions)AUTOMOTIVE AND OTHER OPERATIONSTotal net sales and revenues
    
    $
    37,303
    
    
    $
    40,137Cost of sales and other expenses
    
    
    37,146
    
    
    
    36,494Selling, general, and administrative expenses
    
    
    2,837
    
    
    
    3,023Total costs and expenses
    
    
    39,983
    
    
    
    39,517Interest expense
    
    
    685
    
    
    
    562Net expense from transactions with
Financing and Insurance Operations
    
    
    87
    
    
    
    68Income (loss) before income taxes, equity income, and
minority interests
    
    
    (3,452
    )
    
    
    (10
    )Income tax (benefit)
    
    
    (1,398
    )
    
    
    (224
    )Equity income (loss) and minority interests
    
    
    72
    
    
    
    254Net income (loss)  Automotive and Other Operations
    
    $
    (1,982
    )
    
    $
    468FINANCING AND INSURANCE OPERATIONSTotal revenues
    
    $
    8,470
    
    
    $
    7,725Interest expense
    
    
    2,994
    
    
    
    2,222Depreciation and amortization expense
    
    
    1,398
    
    
    
    1,391Operating and other expenses
    
    
    2,089
    
    
    
    1,883Provisions for financing and insurance losses
    
    
    918
    
    
    
    1,071Total costs and expenses
    
    
    7,399
    
    
    
    6,567Net income from transactions with Automotive and Other Operations
    
    
    (87
    )
    
    
    (68
    )Income before income taxes, equity income, and minority interests
    
    
    1,158
    
    
    
    1,226Income tax expense
    
    
    426
    
    
    
    467Equity income (loss) and minority interests
    
    
    (3
    )
    
    
    (2
    )Net income  Financing and Insurance Operations
    
    $
    729
    
    
    $
    757
   5




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 CONDENSED
CONSOLIDATED BALANCE SHEETS(Unaudited)
 (As restated,see Note 1)Mar. 31, 2005
    
    

Dec. 31,2004
    
    

(As
restatedSee Note 1)Mar. 31, 2004(dollars in millions)ASSETSCash and cash equivalents
    
    $
    26,389
    
    
    $
    35,993
    
    
    $
    28,535Marketable securities
    
    
    26,256
    
    
    
    21,737
    
    
    
    21,036Total cash and marketable securities
    
    
    52,645
    
    
    
    57,730
    
    
    
    49,571Finance receivables  net
    
    
    190,646
    
    
    
    199,600
    
    
    
    186,086Loans held for sale
    
    
    22,569
    
    
    
    19,934
    
    
    
    18,285Accounts and notes receivable (less allowances)
    
    
    18,001
    
    
    
    21,236
    
    
    
    19,515Inventories (less allowances) (Note 2)
    
    
    13,189
    
    
    
    12,247
    
    
    
    12,320Deferred income taxes
    
    
    26,967
    
    
    
    26,559
    
    
    
    27,734Net equipment on operating leases  (less accumulated depreciation)
    
    
    34,371
    
    
    
    34,214
    
    
    
    32,101Equity in net assets of nonconsolidated affiliates
    
    
    6,500
    
    
    
    6,776
    
    
    
    6,054Property  net
    
    
    38,106
    
    
    
    39,020
    
    
    
    37,664Intangible assets  net (Note 3)
    
    
    4,864
    
    
    
    4,925
    
    
    
    4,727Other assets
    
    
    60,239
    
    
    
    57,680
    
    
    
    60,547Total assets
    
    $
    468,097
    
    
    $
    479,921
    
    
    $
    454,604LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable (principally trade)
    
    $
    28,519
    
    
    $
    28,830
    
    
    $
    27,163Notes and loans payable
    
    
    291,831
    
    
    
    300,279
    
    
    
    278,972Postretirement benefits other than pensions
    
    
    28,462
    
    
    
    28,182
    
    
    
    31,590Pensions
    
    
    9,295
    
    
    
    9,455
    
    
    
    7,795Deferred income taxes
    
    
    6,709
    
    
    
    7,078
    
    
    
    7,660Accrued expenses and other liabilities
    
    
    77,774
    
    
    
    78,340
    
    
    
    75,159Total liabilities
    
    
    442,590
    
    
    
    452,164
    
    
    
    428,339Minority interests
    
    
    416
    
    
    
    397
    
    
    
    319Stockholders equity$1-2/3 par value common stock (outstanding, 565,470,511;
565,132,021; and 564,488,127 shares)
    
    
    942
    
    
    
    942
    
    
    
    941Capital surplus (principally additional paid-in capital)
    
    
    15,234
    
    
    
    15,241
    
    
    
    15,135Retained earnings
    
    
    12,526
    
    
    
    14,062
    
    
    
    13,330Subtotal
    
    
    28,702
    
    
    
    30,245
    
    
    
    29,406Accumulated foreign currency translation adjustments
    
    
    (1,784
    )
    
    
    (1,194
    )
    
    
    (1,768
    )Net unrealized gains (losses) on derivatives
    
    
    612
    
    
    
    589
    
    
    
    (8
    )Net unrealized gains on securities
    
    
    535
    
    
    
    751
    
    
    
    762Minimum pension liability adjustment
    
    
    (2,974
    )
    
    
    (3,031
    )
    
    
    (2,446
    )Accumulated other comprehensive loss
    
    
    (3,611
    )
    
    
    (2,885
    )
    
    
    (3,460
    )Total stockholders equity
    
    
    25,091
    
    
    
    27,360
    
    
    
    25,946Total liabilities and stockholders equity
    
    $
    468,097
    
    
    $
    479,921
    
    
    $
    454,604
  6




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 SUPPLEMENTAL
INFORMATION TO THE CONDENSED CONSOLIDATED BALANCE
SHEETS(Unaudited)
 (As restated,see Note 1)Mar. 31, 2005
    
    
    Dec. 31,2004
    
    
    (As restatedSee Note 1)Mar. 31, 2004(dollars in millions)ASSETSAutomotive and Other OperationsCash and cash equivalents
    
    $
    10,205
    
    
    $
    13,148
    
    
    $
    11,262Marketable securities
    
    
    5,447
    
    
    
    6,655
    
    
    
    8,763Total cash and marketable securities
    
    
    15,652
    
    
    
    19,803
    
    
    
    20,025Accounts and notes receivable (less allowances)
    
    
    6,493
    
    
    
    6,713
    
    
    
    6,868Inventories (less allowances) (Note 2)
    
    
    12,736
    
    
    
    11,717
    
    
    
    11,718Net equipment on operating leases  (less accumulated depreciation)
    
    
    6,329
    
    
    
    6,488
    
    
    
    6,519Deferred income taxes and other current assets
    
    
    10,975
    
    
    
    10,794
    
    
    
    10,855Total current assets
    
    
    52,185
    
    
    
    55,515
    
    
    
    55,985Equity in net assets of nonconsolidated affiliates
    
    
    6,500
    
    
    
    6,776
    
    
    
    6,054Property  net
    
    
    36,265
    
    
    
    37,170
    
    
    
    35,768Intangible assets  net (Note 3)
    
    
    1,550
    
    
    
    1,599
    
    
    
    1,438Deferred income taxes
    
    
    18,093
    
    
    
    17,639
    
    
    
    18,514Other assets
    
    
    40,405
    
    
    
    40,844
    
    
    
    42,103Total Automotive and Other Operations assets
    
    
    154,998
    
    
    
    159,543
    
    
    
    159,862Financing and Insurance OperationsCash and cash equivalents
    
    
    16,184
    
    
    
    22,845
    
    
    
    17,273Investments in securities
    
    
    20,809
    
    
    
    15,082
    
    
    
    12,273Finance receivables  net
    
    
    190,646
    
    
    
    199,600
    
    
    
    186,086Loans held for sale
    
    
    22,569
    
    
    
    19,934
    
    
    
    18,285Net equipment on operating leases (less accumulated depreciation)
    
    
    28,042
    
    
    
    27,726
    
    
    
    25,582Other assets
    
    
    34,849
    
    
    
    35,191
    
    
    
    35,243Net receivable from Automotive and Other Operations
    
    
    2,300
    
    
    
    2,426
    
    
    
    1,660Total Financing and Insurance Operations assets
    
    
    315,399
    
    
    
    322,804
    
    
    
    296,402Total assets
    
    $
    470,397
    
    
    $
    482,347
    
    
    $
    456,264LIABILITIES AND STOCKHOLDERS EQUITYAutomotive and Other OperationsAccounts payable (principally trade)
    
    $
    24,168
    
    
    $
    24,257
    
    
    $
    23,970Loans payable
    
    
    2,446
    
    
    
    2,062
    
    
    
    2,868Accrued expenses
    
    
    44,544
    
    
    
    46,202
    
    
    
    45,265Net payable to Financing and Insurance Operations
    
    
    2,300
    
    
    
    2,426
    
    
    
    1,660Total current liabilities
    
    
    73,458
    
    
    
    74,947
    
    
    
    73,763Long-term debt
    
    
    29,879
    
    
    
    30,460
    
    
    
    29,557Postretirement benefits other than pensions
    
    
    23,754
    
    
    
    23,477
    
    
    
    27,597Pensions
    
    
    9,204
    
    
    
    9,371
    
    
    
    7,731Other liabilities and deferred income taxes
    
    
    15,924
    
    
    
    16,206
    
    
    
    16,144Total Automotive and Other Operations liabilities
    
    
    152,219
    
    
    
    154,461
    
    
    
    154,792Financing and Insurance OperationsAccounts payable
    
    
    4,351
    
    
    
    4,573
    
    
    
    3,193Debt
    
    
    259,506
    
    
    
    267,757
    
    
    
    246,547Other liabilities and deferred income taxes
    
    
    28,814
    
    
    
    27,799
    
    
    
    25,467Total Financing and Insurance Operations liabilities
    
    
    292,671
    
    
    
    300,129
    
    
    
    275,207Total liabilities
    
    
    444,890
    
    
    
    454,590
    
    
    
    429,999Minority interests
    
    
    416
    
    
    
    397
    
    
    
    319Total stockholders equity
    
    
    25,091
    
    
    
    27,360
    
    
    
    25,946Total liabilities and stockholders equity
    
    $
    470,397
    
    
    $
    482,347
    
    
    $
    456,264
   7




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Three Months Ended March 31,(As restated,
    
    
    (As restatedsee Note 1)
    
    
    See Note 1)2005
    
    
    2004(dollars in millions)Net cash used in operating activities(Note 1)
    
    $
    (6,148
    )
    
    $
    (3,842
    )Cash flows from investing activitiesExpenditures for property
    
    
    (1,288
    )
    
    
    (1,399
    )Investments in marketable securities  acquisitions
    
    
    (6,178
    )
    
    
    (2,652
    )Investments in marketable securities  liquidations
    
    
    4,567
    
    
    
    2,905Net change in mortgage servicing rights
    
    
    (104
    )
    
    
    (71
    )Increase in finance receivables
    
    
    1,282
    
    
    
    (10,806
    )Proceeds from sales of finance receivables
    
    
    6,475
    
    
    
    5,962Operating leases  acquisitions
    
    
    (3,672
    )
    
    
    (3,153
    )Operating leases  liquidations
    
    
    1,439
    
    
    
    1,957Investments in companies, net of cash acquired
    
    
    (75
    )
    
    
    5Other
    
    
    (2,451
    )
    
    
    (2,132
    )Net cash used in investing activities(Note 1)
    
    
    (5
    )
    
    
    (9,384
    )Cash flows from financing activitiesNet increase in loans payable
    
    
    1,292
    
    
    
    2,217Long-term debt  borrowings
    
    
    10,545
    
    
    
    20,677Long-term debt  repayments
    
    
    (16,127
    )
    
    
    (15,068
    )Cash dividends paid to stockholders
    
    
    (283
    )
    
    
    (282
    )Other
    
    
    1,566
    
    
    
    1,764Net cash provided by (used in) financing activities
    
    
    (3,007
    )
    
    
    9,308Effect of exchange rate changes on cash and cash equivalents
    
    
    (444
    )
    
    
    (101
    )Net decrease in cash and cash equivalents
    
    
    (9,604
    )
    
    
    (4,019
    )Cash and cash equivalents at beginning of the period
    
    
    35,993
    
    
    
    32,554Cash and cash equivalents at end of the period
    
    $
    26,389
    
    
    $
    28,535
  8




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 SUPPLEMENTAL INFORMATION TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Automotive and
    
    
    Financing andOther
    
    
    InsuranceThree Months Ended March 31,(As restated,
    
    
    (As restated,
    
    
    (As restated,
    
    
    (As restatedsee Note 1)
    
    
    see Note 1)
    
    
    see Note 1)
    
    
    See Note 1)2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in millions)Net cash used in operating activities(Note 1)
    
    $
    (2,555
    )
    
    $
    (1,809
    )
    
    $
    (3,593
    )
    
    $
    (2,033
    )Cash flows from investing activitiesExpenditures for property
    
    
    (1,233
    )
    
    
    (1,298
    )
    
    
    (55
    )
    
    
    (101
    )Investments in marketable securities  acquisitions
    
    
    (93
    )
    
    
    (700
    )
    
    
    (6,085
    )
    
    
    (1,952
    )Investments in marketable securities  liquidations
    
    
    1,429
    
    
    
    1,004
    
    
    
    3,138
    
    
    
    1,901Net change
in mortgage servicing rights
    
    
    
    
    
    
    
    
    
    
    (104
    )
    
    
    (71
    )Increase in finance receivables
    
    
    
    
    
    
    
    
    
    
    1,282
    
    
    
    (10,806
    )Proceeds from sales of finance receivables
    
    
    
    
    
    
    
    
    
    
    6,475
    
    
    
    5,962Operating leases  acquisitions
    
    
    
    
    
    
    
    
    
    
    (3,672
    )
    
    
    (3,153
    )Operating leases  liquidations
    
    
    
    
    
    
    
    
    
    
    1,439
    
    
    
    1,957Net investing activity with Financing and Insurance Operations
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    Investments in companies, net of cash acquired
    
    
    (75
    )
    
    
    (16
    )
    
    
    
    
    
    
    21Other
    
    
    (374
    )
    
    
    (16
    )
    
    
    (2,077
    )
    
    
    (2,116
    )Net cash provided by (used in) investing activities
    
    
    154
    
    
    
    (1,026
    )
    
    
    341
    
    
    
    (8,358
    )Cash flows from financing activities(Note 1)Net increase (decrease) in loans payable
    
    
    223
    
    
    
    (149
    )
    
    
    1,069
    
    
    
    2,366Long-term debt  borrowings
    
    
    13
    
    
    
    24
    
    
    
    10,532
    
    
    
    20,653Long-term debt  repayments
    
    
    
    
    
    
    (26
    )
    
    
    (16,127
    )
    
    
    (15,042
    )Net financing activity with Automotive & Other
    
    
    
    
    
    
    
    
    
    
    (500
    )
    
    
    Cash dividends paid to stockholders
    
    
    (283
    )
    
    
    (282
    )
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    34
    
    
    
    1,566
    
    
    
    1,730Net cash provided by (used in) financing activities
    
    
    (47
    )
    
    
    (399
    )
    
    
    (3,460
    )
    
    
    9,707Effect of exchange rate changes on cash and
cash equivalents
    
    
    (369
    )
    
    
    (96
    )
    
    
    (75
    )
    
    
    (5
    )Net transactions with Automotive/Financing Operations
    
    
    (126
    )
    
    
    168
    
    
    
    126
    
    
    
    (168
    )Net decrease in cash and cash equivalents
    
    
    (2,943
    )
    
    
    (3,162
    )
    
    
    (6,661
    )
    
    
    (857
    )Cash and cash equivalents at beginning of the period
    
    
    13,148
    
    
    
    14,424
    
    
    
    22,845
    
    
    
    18,130Cash and cash equivalents at end of the period
    
    $
    10,205
    
    
    $
    11,262
    
    
    $
    16,184
    
    
    $
    17,273
   9




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##### Table of Contents



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




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##### Table of Contents



Restatement of Financial Statements
 Results of Operations
  Net income (loss) for thethree months ended March 31,2005
    
    
    2004(dollars in millions)As
originally reported
    
    $
    (1,104
    )
    
    $
    1,280Out of
period adjustments (a)
    
    
    
    
    
    
    (72
    )As previously reported
    
    $
    (1,104
    )
    
    $
    1,208Adjustments, net of tax, for:Supplier
credits (b)
    
    
    4
    
    
    
    (4
    )Disposal
loss adjustment (c)
    
    
    (107
    )
    
    
    (30
    )Benefit
plans economic assumptions (d)
    
    
    (16
    )
    
    
    1Other, net
of tax (e)
    
    
    (30
    )
    
    
    50Total of above adjustments
    
    
    (149
    )
    
    
    17As restated
    
    $
    (1,253
    )
    
    $
    1,225
 
 (a)
    
    As described in our Annual Report on Form 10-K for
the year ended December 31, 2004, as amended, during the fourth quarter of 2004, internal controls that had been
put into place in connection with GM's Sarbanes-Oxley Section 404
program at GMAC's residential mortgage businesses identified certain
out-of-period adjustments. The majority of these amounts resulted
from items detected and recorded in the fourth quarter of 2004 that
relate to prior 2004 quarters. As a result, GM has restated its 2004
quarterly and year-to-date financial statements. The most significant
of these restatement adjustments relate to: (1) the estimation of fair
values of certain interests in securitized assets, (2) the accounting
for deferred income taxes related to certain secured financing
transactions; and (3) the income statement effects of consolidating
certain mortgage transfers previously recognized as sales.Upon identification of these out-of-period adjustments, GM analyzed
their effect, together with the effect of out-of-period adjustments
related to Auto & Other that had been previously considered immaterial
to GM on a consolidated basis, and concluded that, in the aggregate,
they were significant enough to warrant restatement of GM's 2004
quarterly results. The most significant of the Auto & Other
out-of-period adjustments relates to GM's accounting for the Medicare
Prescription Drug, Improvement and Modernization Act of 2003, which
was initially reported in the first quarter of 2004 pursuant to FASB
Staff Position (FSP) No. FAS 106-1, "Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003." FSP 106-1 permitted companies to
recognize the effect of the Act beginning with its enactment date
(December 8, 2003), or defer recognition until the issuance of final
rules by the FASB. In the second quarter of 2004, FSP 106-2 was
issued which superseded FSP 106-1 and clarified how to account for
the effect of the Act under circumstances where a company's other
postretirement employee benefits (OPEB) plan has a plan year-end that
is different from the company's fiscal year-end. This second quarter
clarification provided guidance on the accounting for the effect of
the Act in a manner different than GM had applied prior to
restatement.(b)
    
    GM erroneously recorded as a reduction to cost of sales certain payments and credits received
from suppliers prior to completion of the earnings process. GM has concluded that the payments and
credits received were associated with agreements for the award of future services or products
or other rights and privileges and should be recognized when subsequently earned.(c)
    
    GMs portfolio of vehicles on operating lease with daily rental car entities, which was
impaired at lease inception, was prematurely revalued in 2005 to reflect increased anticipated
proceeds upon disposal. 11




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
 (Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement
of Financial Statements (continued)
 (d)
    
    GM originally estimated its discount rate for the U.S. Hourly pension plan referencing
certain indicators which, in view of evolving guidance, did not provide the best estimate to
defease the pension liability. The above adjustments to 2005 results include the amounts,
net of tax, to correct the original accounting estimates. Also, GM erroneously calculated the
anticipated effect of cost reduction initiatives on its expected healthcare cost trend rate
for 2002 and, as a result, understated that rate. The above adjustments to 2005 and 2004 results
reflect the subsequent increase in accrued expense related to the 2001 calculation.(e)
    
    For quarters covered by this filing, GM has recorded other accounting adjustments it has
identified that were not recorded in the proper period. These out-of-period adjustments were
not material to the financial statements as originally reported; however, as part of the
restatement, they are being recognized in the period in which the underlying transactions
occurred. The effect of these adjustments, net-of-tax, was $(30)
million and $50 million, for
the quarters ended March 31, 2005 and 2004, respectively. The significant out-of-period
adjustments were related to the following matters: (1) Engineering and facility-related
expenses recorded in improper periods; (2)
Reconciliation of prior year tax provisions to actual tax returns.
 Statements of Cash Flows
 Restatements
 Reclassifications
   Three Months Ended March 31,2005
    
    
    2004Financing
    
    
    
    
    
    
    FinancingConsolidated
    
    
    andInsurance
    
    
    Consolidated
    
    
    andInsuranceNet cash used in operating activitiesAs originally reported
    
    $
    (4,137
    )
  
    $
    (1,582
    )
    
    $
    1,098
    
    
    $
    2,907Reclassification  wholesale
loans
    
    
    
    
    

    
    
    


    (4,377
    )
    

    (4,377
    )As previously reported
    
    $
    (4,137
    )
  
    $
    (1,582
    )
    
    $
    (3,279
    )
    
    $
    (1,470
    )Restatement  mortgage
related activities
    
    
    (2,011
    )
    
    
    (2,011
    )
    
    
    (563
    )
    
    
    (563
    )As restated
    
    $
    (6,148
    )
    
    $
    (3,593
    )
    
    $
    (3,842
    )
    
    $
    (2,033
    )Net cash provided by (used in) investing activitiesAs originally reported
    
    $
    (2,016
    )
    
    $
    (1,670
    )
    
    $
    (14,324
    )
    
$
    (13,298
    )Reclassification  wholesale
loans
    
    
    
    
    
    
    
    
    
    
    4,377
    
    
    
    4,377As previously reported
    
    $
    (2,016
    )
    
    $
    (1,670
    )
    
    $
    (9,947
    )
    
$
    (8,921
    )Restatement  mortgage
related activities
    

    2,011

    
    
    2,011
    
    
    
    563
    
    
    
    563As restated
    
    $
    (5
    )
    
    $
    341
    
    
    $
    (9,384
    )
    
    $
    (8,358
    )
 12




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
 (Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
  CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
 Three Months Ended March 31,2005
    
    
    2004Previously
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    reported
    
    
    Restated(dollars in millions except per share amounts)GENERAL MOTORS CORPORATION AND SUBSIDIARIESTotal net sales and revenues
    
    $
    45,773
    
    
    $
    45,773
    
    
    $
    47,830
    
    
    $
    47,862Cost of sales and other expenses
    
    
    39,313
    
    
    
    39,499
    
    
    
    38,773
    
    
    
    38,874Selling, general, and administrative expenses
    
    
    4,889
    
    
    
    4,889
    
    
    
    5,009
    
    
    
    4,988Interest expense
    
    
    3,679
    
    
    
    3,679
    
    
    
    2,784
    
    
    
    2,784Total costs and expenses
    
    
    47,881
    
    
    
    48,067
    
    
    
    46,566
    
    
    
    46,646Income
(loss) before income taxes, equity income and minority
interests
    
    
    (2,108
    )
    
    
    (2,294
    )
    
    
    1,264
    
    
    
    1,216Income tax (benefit) expense
    
    
    (935
    )
    
    
    (972
    )
    
    
    308
    
    
    
    243Equity income (loss) and minority interests
    
    
    69
    
    
    
    69
    
    
    
    252
    
    
    
    252Net
income (loss)
    
    $
    (1,104
    )
    
    $
    (1,253
    )
    
    $
    1,208
    
    
    $
    1,225Basic earnings (loss) per share attributable to
common stock
    
    $
    (1.95
    )
    
    $
    (2.22
    )
    
    $
    2.14
    
    
    $
    2.17Earnings (loss) per share attributable to common
stock assuming dilution
    
    $
    (1.95
    )
    
    $
    (2.22
    )
    
    $
    2.12
    
    
    $
    2.15
 13




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
 (Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
 SUPPLEMENTAL
INFORMATION TO THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 Three Months Ended March 31,2005
    
    
    2004Previously
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    reported
    
    
    Restated(dollars in millions)AUTOMOTIVE AND OTHER OPERATIONSTotal net sales and revenues
    
    $
    37,303
    
    
    $
    37,303
    
    
    $
    40,137
    
    
    $
    40,137Cost of sales and other expenses
    
    
    36,906
    
    
    
    37,146
    
    
    
    36,431
    
    
    
    36,494Selling, general, and administrative expenses
    
    
    2,837
    
    
    
    2,837
    
    
    
    3,023
    
    
    
    3,023Total costs and expenses
    
    
    39,743
    
    
    
    39,983
    
    
    
    39,454
    
    
    
    39,517Interest expense
    
    
    685
    
    
    
    685
    
    
    
    562
    
    
    
    562Net expense from transactions with Financing and
Insurance Operations
    
    
    87
    
    
    
    87
    
    
    
    68
    
    
    
    68Income (loss) before income taxes, equity income, and
minority interests
    
    
    (3,212
    )
    
    
    (3,452
    )
    
    
    53
    
    
    
    (10
    )Income tax (benefit)
    
    
    (1,307
    )
    
    
    (1,398
    )
    
    
    (137
    )
    
    
    (224
    )Equity income (loss) and minority interests
    
    
    72
    
    
    
    72
    
    
    
    254
    
    
    
    254Net income (loss)  Automotive and Other
Operations
    
    $
    (1,833
    )
    
    $
    (1,982
    )
    
    $
    444
    
    
    $
    468FINANCING AND INSURANCE OPERATIONSTotal revenues
    
    $
    8,470
    
    
    $
    8,470
    
    
    $
    7,693
    
    
    $
    7,725Interest expense
    
    
    2,994
    
    
    
    2,994
    
    
    
    2,222
    
    
    
    2,222Depreciation and amortization expense
    
    
    1,398
    
    
    
    1,398
    
    
    
    1,330
    
    
    
    1,391Operating and other expenses
    
    
    2,143
    
    
    
    2,089
    
    
    
    1,919
    
    
    
    1,883Provisions for financing and insurance losses
    
    
    918
    
    
    
    918
    
    
    
    1,079
    
    
    
    1,071Total costs and expenses
    
    
    7,453
    
    
    
    7,399
    
    
    
    6,550
    
    
    
    6,567Net income from transactions with Automotive and Other
Operations
    
    
    (87
    )
    
    
    (87
    )
    
    
    (68
    )
    
    
    (68
    )Income before income taxes, equity income and minority
interests
    
    
    1,104
    
    
    
    1,158
    
    
    
    1,211
    
    
    
    1,226Income tax expense
    
    
    372
    
    
    
    426
    
    
    
    445
    
    
    
    467Equity income (loss) and minority interests
    
    
    (3
    )
    
    
    (3
    )
    
    
    (2
    )
    
    
    (2
    )Net
income  Financing and Insurance Operations
    
    $
    729
    
    
    $
    729
    
    
    $
    764
    
    
    $
    757Net income (loss) by reportable operating segment / regionAutomotive
and Other OperationsGM North America (GMNA)
    
    $
    (1,560
    )
    
    $
    (1,704
    )
    
    $
    401
    
    
    $
    344GM Europe (GME)
    
    
    (525
    )
    
    
    (547
    )
    
    
    (116
    )
    
    
    (109
    )GM Latin America/Africa/Mid-East (GMLAAM)
    
    
    46
    
    
    
    31
    
    
    
    1
    
    
    
    (17
    )GM Asia Pacific (GMAP)
    
    
    60
    
    
    
    70
    
    
    
    275
    
    
    
    272Other Operations
    
    
    146
    
    
    
    168
    
    
    
    (117
    )
    
    
    (22
    )Net income
(loss)  Automotive and Other Operations
    
    
    (1,833
    )
    
    
    (1,982
    )
    
    
    444
    
    
    
    468Financing and Insurance OperationsNet income  Financing and Insurance Operations
    
    
    729
    
    
    
    729
    
    
    
    764
    
    
    
    757Net income
(loss)
    
    $
    (1,104
    )
    
    $
    (1,253
    )
    
    $
    1,208
    
    
    $
    1,225
 14




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued

(Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 March 31,2005
    
    
    2004Previously
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    reported
    
    
    Restated(dollars in millions)ASSETSCash and cash equivalents
    
    $
    26,389
    
    
    $
    26,389
    
    
    $
    28,535
    
    
    $
    28,535Marketable securities
    
    
    26,256
    
    
    
    26,256
    
    
    
    21,036
    
    
    
    21,036Total cash and marketable securities
    
    
    52,645
    
    
    
    52,645
    
    
    
    49,571
    
    
    
    49,571Finance receivables  net
    
    
    190,646
    
    
    
    190,646
    
    
    
    186,550
    
    
    
    186,086Loans held for sale
    
    
    22,569
    
    
    
    22,569
    
    
    
    18,285
    
    
    
    18,285Accounts and notes receivable (less allowances)
    
    
    18,001
    
    
    
    18,001
    
    
    
    19,515
    
    
    
    19,515Inventories (less allowances)
    
    
    13,189
    
    
    
    13,189
    
    
    
    12,320
    
    
    
    12,320Deferred income taxes
    
    
    26,615
    
    
    
    26,967
    
    
    
    27,357
    
    
    
    27,734Net equipment on operating leases
(less accumulated depreciation)
    
    
    34,371
    
    
    
    34,371
    
    
    
    31,637
    
    
    
    32,101Equity in net assets of nonconsolidated affiliates
    
    
    6,500
    
    
    
    6,500
    
    
    
    6,054
    
    
    
    6,054Property  net
    
    
    38,106
    
    
    
    38,106
    
    
    
    37,664
    
    
    
    37,664Intangible assets  net
    
    
    4,864
    
    
    
    4,864
    
    
    
    4,727
    
    
    
    4,727Other assets
    
    
    60,264
    
    
    
    60,239
    
    
    
    60,547
    
    
    
    60,547Total assets
    
    $
    467,770
    
    
    $
    468,097
    
    
    $
    454,227
    
    
    $
    454,604LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable (principally trade)
    
    $
    28,519
    
    
    $
    28,519
    
    
    $
    27,163
    
    
    $
    27,163Notes and loans payable
    
    
    291,831
    
    
    
    291,831
    
    
    
    278,972
    
    
    
    278,972Postretirement benefits other than pensions
    
    
    28,393
    
    
    
    28,462
    
    
    
    31,512
    
    
    
    31,590Pensions
    
    
    9,300
    
    
    
    9,295
    
    
    
    7,795
    
    
    
    7,795Deferred income taxes
    
    
    6,709
    
    
    
    6,709
    
    
    
    7,660
    
    
    
    7,660Accrued expenses and other liabilities
    
    
    77,001
    
    
    
    77,774
    
    
    
    74,512
    
    
    
    75,159Total liabilities
    
    
    441,753
    
    
    
    442,590
    
    
    
    427,614
    
    
    
    428,339Minority interests
    
    
    416
    
    
    
    416
    
    
    
    319
    
    
    
    319Stockholders equity$1-2/3 par
value common stock (outstanding, 565,470,511 and
564,488,217 shares)
    
    
    942
    
    
    
    942
    
    
    
    941
    
    
    
    941Capital surplus (principally additional paid-in capital)
    
    
    15,234
    
    
    
    15,234
    
    
    
    15,135
    
    
    
    15,135Retained earnings
    
    
    13,041
    
    
    
    12,526
    
    
    
    13,678
    
    
    
    13,330Subtotal
    
    
    29,217
    
    
    
    28,702
    
    
    
    29,754
    
    
    
    29,406Accumulated foreign currency translation adjustments
    
    
    (1,784
    )
    
    
    (1,784
    )
    
    
    (1,768
    )
    
    
    (1,768
    )Net unrealized gains on derivatives
    
    
    612
    
    
    
    612
    
    
    
    (8
    )
    
    
    (8
    )Net unrealized gains on securities
    
    
    535
    
    
    
    535
    
    
    
    762
    
    
    
    762Minimum pension liability adjustment
    
    
    (2,979
    )
    
    
    (2,974
    )
    
    
    (2,446
    )
    
    
    (2,446
    )Accumulated other comprehensive loss
    
    
    (3,616
    )
    
    
    (3,611
    )
    
    
    (3,460
    )
    
    
    (3,460
    )Total stockholders equity
    
    
    25,601
    
    
    
    25,091
    
    
    
    26,294
    
    
    
    25,946Total liabilities and stockholders equity
    
    $
    467,770
    
    
    $
    468,097

    
    
    $
    454,227
    
    
    $
    454,604
 15




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
 (Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
 SUPPLEMENTAL
INFORMATION TO THE CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,2005
    
    
    2004Previously
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    reported
    
    
    Restated(dollars in millions)ASSETSAutomotive and Other OperationsCash and cash equivalents
    
    $
    10,205
    
    
    $
    10,205
    
    
    $
    11,262
    
    
    $
    11,262Marketable securities
    
    
    5,447
    
    
    
    5,447
    
    
    
    8,763
    
    
    
    8,763Total cash and marketable securities
    
    
    15,652
    
    
    
    15,652
    
    
    
    20,025
    
    
    
    20,025Accounts and notes receivable (less allowances)
    
    
    6,493
    
    
    
    6,493
    
    
    
    6,868
    
    
    
    6,868Inventories (less allowances)
    
    
    12,736
    
    
    
    12,736
    
    
    
    11,718
    
    
    
    11,718Net equipment on operating leases (less accumulated depreciation)
    
    
    6,329
    
    
    
    6,329
    
    
    
    6,519
    
    
    
    6,519Deferred income taxes and other current assets
    
    
    11,002
    
    
    
    10,975
    
    
    
    10,855
    
    
    
    10,855Total current assets
    
    
    52,212
    
    
    
    52,185
    
    
    
    55,985
    
    
    
    55,985Equity in net assets of nonconsolidated affiliates
    
    
    6,500
    
    
    
    6,500
    
    
    
    6,054
    
    
    
    6,054Property  net
    
    
    36,265
    
    
    
    36,265
    
    
    
    35,768
    
    
    
    35,768Intangible assets  net
    
    
    1,550
    
    
    
    1,550
    
    
    
    1,438
    
    
    
    1,438Deferred income taxes
    
    
    17,763
    
    
    
    18,093
    
    
    
    18,302
    
    
    
    18,514Other assets
    
    
    40,405
    
    
    
    40,405
    
    
    
    42,103
    
    
    
    42,103Total Automotive and Other Operations assets
    
    
    154,695
    
    
    
    154,998
    
    
    
    159,650
    
    
    
    159,862Financing and Insurance OperationsCash and cash equivalents
    
    
    16,184
    
    
    
    16,184
    
    
    
    17,273
    
    
    
    17,273Investments in securities
    
    
    20,809
    
    
    
    20,809
    
    
    
    12,273
    
    
    
    12,273Finance receivables  net
    
    
    190,646
    
    
    
    190,646
    
    
    
    186,550
    
    
    
    186,086Loans held for sale
    
    
    22,569
    
    
    
    22,569
    
    
    
    18,285
    
    
    
    18,285Net equipment on operating leases (less accumulated depreciation)
    
    
    28,042
    
    
    
    28,042
    
    
    
    25,119
    
    
    
    25,582Other assets
    
    
    34,825
    
    
    
    34,849
    
    
    
    35,077
    
    
    
    35,243Net receivable from Automotive and Other Operations
    
    
    2,300
    
    
    
    2,300
    
    
    
    1,660
    
    
    
    1,660Total Financing and Insurance Operations assets
    
    
    315,375
    
    
    
    315,399
    
    
    
    296,237
    
    
    
    296,402Total assets
    
    $
    470,070
    
    
    $
    470,397
    
    
    $
    455,887
    
    
    $
    456,264LIABILITIES AND STOCKHOLDERS EQUITYAutomotive and Other OperationsAccounts payable (principally trade)
    
    $
    24,168
    
    
    $
    24,168
    
    
    $
    23,970
    
    
    $
    23,970Loans payable
    
    
    2,446
    
    
    
    2,446
    
    
    
    2,868
    
    
    
    2,868Accrued expenses
    
    
    44,269
    
    
    
    44,544
    
    
    
    45,305
    
    
    
    45,265Net payable to Financing and Insurance Operations
    
    
    2,300
    
    
    
    2,300
    
    
    
    1,660
    
    
    
    1,660Total current liabilities
    
    
    73,183
    
    
    
    73,458
    
    
    
    73,803
    
    
    
    73,763Long-term debt
    
    
    29,879
    
    
    
    29,879
    
    
    
    29,557
    
    
    
    29,557Postretirement benefits other than pensions
    
    
    23,685
    
    
    
    23,754
    
    
    
    27,519
    
    
    
    27,597Pensions
    
    
    9,209
    
    
    
    9,204
    
    
    
    7,731
    
    
    
    7,731Other liabilities and deferred income taxes
    
    
    15,381
    
    
    
    15,924
    
    
    
    15,617
    
    
    
    16,144Total Automotive and Other Operations liabilities
    
    
    151,337
    
    
    
    152,219
    
    
    
    154,227
    
    
    
    154,792Financing and Insurance OperationsAccounts payable
    
    
    4,351
    
    
    
    4,351
    
    
    
    3,193
    
    
    
    3,193Debt
    
    
    259,506
    
    
    
    259,506
    
    
    
    246,547
    
    
    
    246,547Other liabilities and deferred income taxes
    
    
    28,859
    
    
    
    28,814
    
    
    
    25,307
    
    
    
    25,467Total Financing and Insurance Operations liabilities
    
    
    292,716
    
    
    
    292,671
    
    
    
    275,047
    
    
    
    275,207Total liabilities
    
    
    444,053
    
    
    
    444,890
    
    
    
    429,274
    
    
    
    429,999Minority interests
    
    
    416
    
    
    
    416
    
    
    
    319
    
    
    
    319Total stockholders equity
    
    
    25,601
    
    
    
    25,091
    
    
    
    26,294
    
    
    
    25,946Total liabilities and stockholders equity
    
    $
    470,070
    
    
    $
    470,397
    
    
    $
    455,887
    
    
    $
    456,264
 16




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
 (Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 For The Three Months Ended March 31,2005
    
    
    2004Previously
    
    
    
    
    
    
    Previouslyreported
    
    
    
    Restated

    
    
    reported
    
    
    
    Restated(dollars in millions)Net cash used in operating activities
    
    $
    (4,137
    )
    
    $
    (6,148
    )
    
    $
    (3,279
    )
    
    $
    (3,842
    )Cash flows from investing activitiesExpenditures for property
    
    
    (1,288
    )
    
    
    (1,288
    )
    
    
    (1,399
    )
    
    
    (1,399
    )Investments in marketable securities  acquisitions
    
    
    (6,178
    )
    
    
    (6,178
    )
    
    
    (2,652
    )
    
    
    (2,652
    )Investments in marketable securities  liquidations
    
    
    4,567
    
    
    
    4,567
    
    
    
    2,905
    
    
    
    2,905Net change
in mortgage servicing rights
    
    
    (397
    )
    
    
    (104
    )
    
    
    (300
    )
    
    
    (71
    )Increase in finance receivables
    
    
    (391
    )
    
    
    1,282
    
    
    
    (11,076
    )
    
    
    (10,806
    )Proceeds from sales of finance receivables
    
    
    6,475
    
    
    
    6,475
    
    
    
    5,962
    
    
    
    5,962Operating leases  acquisitions
    
    
    (3,672
    )
    
    
    (3,672
    )
    
    
    (3,153
    )
    
    
    (3,153
    )Operating leases  liquidations
    
    
    1,439
    
    
    
    1,439
    
    
    
    1,957
    
    
    
    1,957Investments in companies, net of cash acquired
    
    
    (75
    )
    
    
    (75
    )
    
    
    5
    
    
    
    5Other
    
    
    (2,496
    )
    
    
    (2,451
    )
    
    
    (2,196
    )
    
    
    (2,132
    )Net cash used in investing activities
    
    
    (2,016
    )
    
    
    (5
    )
    
    
    (9,947
    )
    
    
    (9,384
    )Cash flows from financing activitiesNet increase in loans payable
    
    
    1,292
    
    
    
    1,292
    
    
    
    2,217
    
    
    
    2,217Long-term debt  borrowings
    
    
    10,545
    
    
    
    10,545
    
    
    
    20,677
    
    
    
    20,677Long-term debt  repayments
    
    
    (16,127
    )
    
    
    (16,127
    )
    
    
    (15,068
    )
    
    
    (15,068
    )Cash dividends paid to stockholders
    
    
    (283
    )
    
    
    (283
    )
    
    
    (282
    )
    
    
    (282
    )Other
    
    
    1,566
    
    
    
    1,566
    
    
    
    1,764
    
    
    
    1,764Net cash provided by (used in) financing activities
    
    
    (3,007
    )
    
    
    (3,007
    )
    
    
    9,308
    
    
    
    9,308Effect of exchange rate changes on cash and cash equivalents
    
    
    (444
    )
    
    
    (444
    )
    
    
    (101
    )
    
    
    (101
    )Net decrease in cash and cash equivalents
    
    
    (9,604
    )
    
    
    (9,604
    )
    
    
    (4,019
    )
    
    
    (4,019
    )Cash and cash equivalents at beginning of the period
    
    
    35,993
    
    
    
    35,993
    
    
    
    32,554
    
    
    
    32,554Cash and cash equivalents at end of the period
    
    $
    26,389
    
    
    $
    26,389
    
    
    $
    28,535
    
    
    $
    28,535
 17




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
 (Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
 SUPPLEMENTAL INFORMATION
TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFor The Three Months Ended March 31, 2005Automotiveand Other Operations
    
    
    Financing and InsurancePreviously
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    reported
    
    
    Restated(dollars in millions)Net cash provided by (used in) operating activities
    
    $
    (2,555
    )
    
    $
    (2,555
    )
    
    $
    (1,582
    )
    
    $
    (3,593
    )Cash flows from investing activitiesExpenditures for property
    
    
    (1,233
    )
    
    
    (1,233
    )
    
    
    (55
    )
    
    
    (55
    )Investments in marketable securities  acquisitions
    
    
    (93
    )
    
    
    (93
    )
    
    
    (6,085
    )
    
    
    (6,085
    )Investments in marketable securities  liquidations
    
    
    1,429
    
    
    
    1,429
    
    
    
    3,138
    
    
    
    3,138Net change
in mortgage servicing rights
    
    
    
    
    
    
    
    
    
    
    (397
    )
    
    
    (104
    )Increase in finance receivables
    
    
    
    
    
    
    
    
    
    
    (391
    )
    
    
    1,282Proceeds from sales of finance receivables
    
    
    
    
    
    
    
    
    
    
    6,475
    
    
    
    6,475Operating leases  acquisitions
    
    
    
    
    
    
    
    
    
    
    (3,672
    )
    
    
    (3,672
    )Operating leases  liquidations
    
    
    
    
    
    
    
    
    
    
    1,439
    
    
    
    1,439Net investing activity with Financing and Insurance
Operations
    
    
    500
    
    
    
    500
    
    
    
    
    
    
    
    Investments in companies, net of cash acquired
    
    
    (75
    )
    
    
    (75
    )
    
    
    
    
    
    
    Other
    
    
    (374
    )
    
    
    (374
    )
    
    
    (2,122
    )
    
    
    (2,077
    )Net cash provided by (used in) investing activities
    
    
    154
    
    
    
    154
    
    
    
    (1,670
    )
    
    
    341Cash flows from financing activitiesNet (decrease) increase in loans payable
    
    
    223
    
    
    
    223
    
    
    
    1,069
    
    
    
    1,069Long-term debt  borrowings
    
    
    13
    
    
    
    13
    
    
    
    10,532
    
    
    
    10,532Long-term debt  repayments
    
    
    
    
    
    
    
    
    
    
    (16,127
    )
    
    
    (16,127
    )Net financing activity with Automotive and Other
Operations
    
    
    
    
    
    
    
    
    
    
    (500
    )
    
    
    (500
    )Cash dividends paid to stockholders
    
    
    (283
    )
    
    
    (283
    )
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    1,566
    
    
    
    1,566Net cash provided by (used in) financing activities
    
    
    (47
    )
    
    
    (47
    )
    
    
    (3,460
    )
    
    
    (3,460
    )Effect of exchange rate changes on cash and cash
equivalents
    
    
    (369
    )
    
    
    (369
    )
    
    
    (75
    )
    
    
    (75
    )Net transactions with Automotive/Financing
Operations
    
    
    (126
    )
    
    
    (126
    )
    
    
    126
    
    
    
    126Net increase (decrease) in cash and cash equivalents
    
    
    (2,943
    )
    
    
    (2,943
    )    
    
    (6,661
    )
    
    
    (6,661
    )Cash and cash equivalents at beginning of the year
    
    
    13,148
    
    
    
    13,148
    
    
    
    22,845
    
    
    
    22,845Cash and cash equivalents at end of the year
    
    $
    10,205
    
    
    $
    10,205
    
    
    $
    16,184
    
    
    $
    16,184
 18




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued (Unaudited)
 NOTE 1. Financial Statement Presentation (continued)
 Restatement of Financial Statements (continued)
 SUPPLEMENTAL INFORMATION
TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFor The Three Months Ended March 31, 2004Automotiveand Other Operations
    
    
    Financing and InsurancePreviously
    
    
    
    
    
    
    Previouslyreported
    
    
    Restated
    
    
    reported
    
    
    Restated(dollars in millions)Net cash provided by (used in) operating activities
    
    $
    (1,809
    )
    
    $
    (1,809
    )

    
    $
    (1,470
    )
    
    $
    (2,033
    )Cash flows from investing activitiesExpenditures for property
    
    
    (1,298
    )
    
    
    (1,298
    )
    
    
    (101
    )
    
    
    (101
    )Investments in marketable securities  acquisitions
    
    
    (700
    )
    
    
    (700
    )
    
    
    (1,952
    )
    
    
    (1,952
    )Investments in marketable securities  liquidations
    
    
    1,004
    
    
    
    1,004
    
    
    
    1,901
    
    
    
    1,901Net change
in mortgage servicing rights
    
    
    
    
    
    
    
    
    
    
    (300
    )
    
    
    (71
    )Increase in finance receivables
    
    
    
    
    
    
    
    
    
    
    (11,076
    )
    
    
    (10,806
    )Proceeds from sales of finance receivables
    
    
    
    
    
    
    
    
    
    
    5,962
    
    
    
    5,962Operating leases  acquisitions
    
    
    
    
    
    
    
    
    
    
    (3,153
    )
    
    
    (3,153
    )Operating leases  liquidations
    
    
    
    
    
    
    
    
    
    
    1,957
    
    
    
    1,957Net investing activity with Financing and Insurance
Operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Investments in companies, net of cash acquired
    
    
    (16
    )
    
    
    (16
    )
    
    
    21
    
    
    
    21Other
    
    
    (16
    )
    
    
    (16
    )
    
    
    (2,180
    )
    
    
    (2,116
    )Net cash provided by (used in) investing activities
    
    
    (1,026
    )
    
    
    (1,026
    )
    
    
    (8,921
    )
    
    
    (8,358
    )Cash flows from financing activitiesNet (decrease) increase in loans payable
    
    
    (149
    )
    
    
    (149
    )
    
    
    2,366
    
    
    
    2,366Long-term debt  borrowings
    
    
    24
    
    
    
    24
    
    
    
    20,653
    
    
    
    20,653Long-term debt  repayments
    
    
    (26
    )
    
    
    (26
    )
    
    
    (15,042
    )
    
    
    (15,042
    )Net financing activity with Automotive and Other
Operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash dividends paid to stockholders
    
    
    (282
    )
    
    
    (282
    )
    
    
    
    
    
    
    Other
    
    
    34
    
    
    
    34
    
    
    
    1,730
    
    
    
    1,730Net cash provided by (used in) financing activities
    
    
    (399
    )
    
    
    (399
    )
    
    
    9,707
    
    
    
    9,707Effect of exchange rate changes on cash and cash
equivalents
    
    
    (96
    )
    
    
    (96
    )
    
    
    (5
    )
    
    
    (5
    )Net transactions with Automotive/Financing
Operations
    
    
    168
    
    
    
    168
    
    
    
    (168
    )
    
    
    (168
    )Net increase (decrease) in cash and cash equivalents
    
    
    (3,162
    )
    
    
    (3,162
    )
    
    
    (857
    )
    
    
    (857
    )Cash and cash equivalents at beginning of the year
    
    
    14,424
    
    
    
    14,424
    
    
    
    18,130
    
    
    
    18,130Cash and cash equivalents at end of the year
    
    $
    11,262
    
    
    $
    11,262
    
    
    $
    17,273
    
    
    $
    17,273
 19




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
 (Unaudited)
 NOTE
1. Financial Statement Presentation (concluded)
 New Accounting Standards
  NOTE 2. Inventories
  March 31,
    
    
    Dec. 31,
    
    
    March 31,2005
    
    
    2004
    
    
    2004Automotive and Other OperationsProductive material, work in process, and supplies
    
    $
    5,179
    
    
    $
    4,838
    
    
    $
    5,155Finished product, service parts, etc.
    
    
    8,999
    
    
    
    8,321
    
    
    
    8,149Total inventories at FIFO
    
    
    14,178
    
    
    
    13,159
    
    
    
    13,304Less LIFO allowance
    
    
    (1,442
    )
    
    
    (1,442
    )
    
    
    (1,586
    )Total inventories (less allowances)
    
    $
    12,736
    
    
    $
    11,717
    
    
    $
    11,718Financing and Insurance OperationsOff-lease vehicles
    
    
    453
    
    
    
    530
    
    
    
    602Total consolidated inventories (less allowances)
    
    $
    13,189
    
    
    $
    12,247
    
    
    $
    12,320
 20




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 3. Goodwill and Acquired Intangible Assets
  Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingMarch 31, 2005
    
    Amount
    
    
    Amortization
    
    
    AmountAutomotive and Other OperationsAmortizing intangible assets:Patents and intellectual property rights
    
    $
    303
    
    
    $
    71
    
    
    $
    232Non-amortizing intangible assets:Goodwill
    
    
    
    
    
    
    
    
    
    
    571Pension intangible asset
    
    
    
    
    
    
    
    
    
    
    747Total goodwill and intangible assets
    
    
    
    
    
    
    
    
    
    $
    1,550Financing and Insurance OperationsAmortizing intangible assets:Customer lists and contracts
    
    $
    74
    
    
    $
    43
    
    
    
    31Trademarks and other
    
    
    40
    
    
    
    21
    
    
    
    19Covenants not to compete
    
    
    18
    
    
    
    18
    
    
    
    Total
    
    $
    132
    
    
    $
    82
    
    
    $
    50Non-amortizing intangible assets:Goodwill
    
    
    
    
    
    
    
    
    
    
    3,264Total goodwill and intangible assets
    
    
    
    
    
    
    
    
    
    
    3,314Total consolidated goodwill and intangible assets
    
    
    
    
    
    
    
    
    
    $
    4,864
 Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingMarch 31, 2004
    
    Amount
    
    
    Amortization
    
    
    AmountAutomotive and Other OperationsAmortizing intangible assets:Patents and intellectual property rights
    
    $
    303
    
    
    $
    37
    
    
    $
    266Non-amortizing intangible assets:Goodwill
    
    
    
    
    
    
    
    
    
    
    536Pension intangible asset
    
    
    
    
    
    
    
    
    
    
    636Total goodwill and intangible assets
    
    
    
    
    
    
    
    
    
    $
    1,438Financing and Insurance OperationsAmortizing intangible assets:Customer lists and contracts
    
    $
    65
    
    
    $
    33
    
    
    
    32Trademarks and other
    
    
    40
    
    
    
    17
    
    
    
    23Covenants not to compete
    
    
    18
    
    
    
    18
    
    
    
    Total
    
    $
    123
    
    
    $
    68
    
    
    $
    55Non-amortizing intangible assets:Goodwill
    
    
    
    
    
    
    
    
    
    
    3,234Total goodwill and intangible assets
    
    
    
    
    
    
    
    
    
    
    3,289Total consolidated goodwill and intangible assets
    
    
    
    
    
    
    
    
    
    $
    4,727
  21




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 3. Goodwill and Acquired Intangible Assets (concluded)
  TotalGMNA
    
    
    GME
    
    
    Auto & Other
    
    
    GMAC
    
    
    Total GMBalance as of December 31, 2004
    
    $
    154
    
    
    $
    446
    
    
    $
    600
    
    
    $
    3,274
    
    
    $
    3,874Goodwill acquired during the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    3Effect of foreign currency translation
    
    
    (3
    )
    
    
    (26
    )
    
    
    (29
    )
    
    
    (13
    )
    
    
    (42
    )Balance as of March 31, 2005
    
    $
    151
    
    
    $
    420
    
    
    $
    571
    
    
    $
    3,264
    
    
    $
    3,835Balance as of December 31, 2003
    
    $
    154
    
    
    $
    413
    
    
    $
    567
    
    
    $
    3,223
    
    
    $
    3,790Goodwill acquired during the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    3Effect of foreign currency translation
    
    
    (2
    )
    
    
    (24
    )
    
    
    (26
    )
    
    
    8
    
    
    
    (18
    )Other
    
    
    (5
    )
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    (5
    )Balance as of March 31, 2004
    
    $
    147
    
    
    $
    389
    
    
    $
    536
    
    
    $
    3,234
    
    
    $
    3,770
 NOTE 4. Investment in Nonconsolidated Affiliates
  GM's share of nonconsolidated affiliates'
netincome (loss)
    

Three
Months EndedMarch 31,2005
    
    
    2004Italy
    
    $
    21
    
    
    $
    18Japan
    
    $
    50
    
    
    $
    106China
    
    $
    33
    
    
    $
    162Korea
    
    $
    (8
    )
    
    $
    (8
    )
 NOTE 5. Product Warranty Liability
  Three Months
    
    
    Twelve Months
    
    
    Three MonthsEnded
    
    
    Ended
    
    
    EndedMarch 31, 2005
    
    
    Dec. 31, 2004
    
    
    March 31, 2004Beginning balance
    
    $
    9,133
    
    
    $
    8,674
    
    
    $
    8,674Payments
    
    
    (1,209
    )
    
    
    (4,608
    )
    
    
    (1,131
    )Increase in liability (warranties issued during
period)
    
    
    1,221
    
    
    
    4,980
    
    
    
    1,483Adjustments to liability (pre-existing warranties)
    
    
    5
    
    
    
    (85
    )
    
    
    6Effect of foreign currency translation
    
    
    (110
    )
    
    
    172
    
    
    
    (80
    )Ending balance
    
    $
    9,040
    
    
    $
    9,133
    
    
    $
    8,952
 22




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 6. Commitments and Contingent Matters
 Commitments
       Contingent Matters
   Investment in Fiat Auto Holdings (FAH)
  23




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 7. Comprehensive Income
  Three Months EndedMarch 31,2005
    
    
    2004Net income (loss)
    
    $
    (1,253
    )
    
    $
    1,225Other comprehensive income (loss)
    
    
    (726
    )
    
    
    146Total
    
    $
    (1,979
    )
    
    $
    1,371
 NOTE 8. Earnings Per Share Attributable to Common Stock
  $1-2/3 Par Value Common StockIncome
    
    
    
    
    
    
    
    Per Share(Loss)
    
    
    Shares
    
    
    AmountThree Months Ended March 31, 2005Basic EPSIncome from continuing operations attributable to
common stock
    
    $
    (1,253
    )
    
    
    565
    
    
    $
    (2.22
    )Effect of Dilutive SecuritiesAssumed exercise of dilutive stock options
    
    
    
    
    
    
    
    
    
    
    Diluted EPSAdjusted income attributable to common stock
    
    $
    (1,253
    )
    
    
    565
    
    
    $
    (2.22
    )Three Months Ended March 31, 2004Basic EPSIncome from continuing operations attributable to
common stock
    
    $
    1,225
    
    
    
    564
    
    
    $
    2.17Effect of Dilutive SecuritiesAssumed exercise of dilutive stock options
    
    
    
    
    
    
    5
    
    
    
    (0.02
    )Diluted EPSAdjusted income attributable to common stock
    
    $
    1,225
    
    
    
    569
    
    
    $
    2.15
  NOTE 9. Depreciation and Amortization
  Three Months EndedMarch 31,2005
    
    
    2004Depreciation
    
    $
    1,270
    
    
    $
    1,148Amortization of special tools
    
    
    816
    
    
    
    726Amortization of intangible assets
    
    
    10
    
    
    
    7Total
    
    $
    2,096
    
    
    $
    1,881
 24




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 10. Pensions and Other Postretirement Benefits
 U.S. Plans
    
    
    Non-U.S. PlansPension Benefits
    
    Pension Benefits
    
    Other BenefitsThree Months Ended
    
    Three Months Ended
    
    Three Months EndedMarch 31,
    
    March 31,
    
    March 31,2005
    
    2004
    
    2005
    
    2004
    
    2005
    
    2004Components of expense
    
    (dollars in millions)Service cost
    
    $
    279
    
    
    $
    273
    
    
    $
    72
    
    
    $
    62
    
    
    $
    188
    
    
    $
    157Interest cost
    
    
    1,221
    
    
    
    1,260
    
    
    
    241
    
    
    
    223
    
    
    
    1,081
    
    
    
    1,017Expected return on plan assets
    
    
    (1,974
    )
    
    
    (1,953
    )
    
    
    (185
    )
    
    
    (163
    )
    
    
    (421
    )
    
    
    (273
    )Amortization of prior service cost
    
    
    291
    
    
    
    319
    
    
    
    27
    
    
    
    24
    
    
    
    (16
    )
    
    
    (20
    )Recognized net actuarial loss
    
    
    517
    
    
    
    464
    
    
    
    69
    
    
    
    48
    
    
    
    584
    
    
    
    372Curtailments, settlements, and other
    
    
    91
    
    
    
    34
    
    
    
    59
    
    
    
    7
    
    
    
    
    
    
    
    Net expense
    
    $
    425
    
    
    $
    397
    
    
    $
    283
    
    
    $
    201
    
    
    $
    1,416
    
    
    $
    1,253
 NOTE 11. 2005 Initiatives
    25




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  continued
(Unaudited)
 NOTE 12. Segment Reporting
 Total
    
    
    
    
    
    
    Auto &
    
    
    
    
    
    
    Other
    
    
    TotalGMNA
    
    
    GME
    
    
    GMLAAM
    
    
    GMAP
    
    
    GMA
    
    
    Other
    
    
    Other
    
    
    GMAC
    
    
    Financing
    
    
    Financing(dollars in millions)For the Three Months Ended
March 31, 2005Manufactured products sales and revenues:External customers
    
    $
    26,085
    
    
    $
    7,573
    
    
    $
    2,134
    
    
    $
    1,535
    
    
    $
    37,327
    
    
    $
    (24
    )
    
    $
    37,303
    
    
    $
    8,221
    
    
    $
    249
    
    
    $
    8,470Intersegment
    
    
    (707
    )
    
    
    384
    
    
    
    165
    
    
    
    159
    
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total manufactured products
    
    $
    25,378
    
    
    $
    7,957
    
    
    $
    2,299
    
    
    $
    1,694
    
    
    $
    37,328
    
    
    $
    (25
    )
    
    $
    37,303
    
    
    $
    8,221
    
    
    $
    249
    
    
    $
    8,470Interest income (a)
    
    $
    296
    
    
    $
    91
    
    
    $
    19
    
    
    $
    3
    
    
    $
    409
    
    
    $
    (200
    )
    
    $
    209
    
    
    $
    477
    
    
    $
    (94
    )
    
    $
    383Interest expense
    
    $
    758
    
    
    $
    111
    
    
    $
    24
    
    
    $
    7
    
    
    $
    900
    
    
    $
    (215
    )
    
    $
    685
    
    
    $
    3,001
    
    
    $
    (7
    )
    
    $
    2,994Net income (loss)
    
    $
    (1,704
    )
    
    $
    (547
    )
    
    $
    31
    
    
    $
    70
    
    
    $
    (2,150
    )
    
    $
    168
    
    
    $
    (1,982
    )
    
    $
    728
    
    
    $
    1
    
    
    $
    729Segment assets
    
    $
    124,789
    
    
    $
    25,313
    
    
    $
    4,469
    
    
    $
    4,963
    
    
    $
    159,534
    
    
    $
    (4,536
    )
    
    $
    154,998
    
    
    $
    315,252
    
    
    $
    147
    
    
    $
    315,399For the Three Months Ended
March 31, 2004Manufactured products sales and revenues:External customers
    
    $
    29,643
    
    
    $
    7,278
    
    
    $
    1,729
    
    
    $
    1,428
    
    
    $
    40,078
    
    
    $
    59
    
    
    $
    40,137
    
    
    $
    7,602
    
    
    $
    123
    
    
    $
    7,725Intersegment
    
    
    (540
    )
    
    
    265
    
    
    
    104
    
    
    
    171
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total manufactured products
    
    $
    29,103
    
    
    $
    7,543
    
    
    $
    1,833
    
    
    $
    1,599
    
    
    $
    40,078
    
    
    $
    59
    
    
    $
    40,137
    
    
    $
    7,602
    
    
    $
    123
    
    
    $
    7,725Interest income (a)
    
    $
    186
    
    
    $
    81
    
    
    $
    11
    
    
    $
    2
    
    
    $
    280
    
    
    $
    (123
    )
    
    $
    157
    
    
    $
    333
    
    
    $
    (69
    )
    
    $
    264Interest expense
    
    $
    639
    
    
    $
    87
    
    
    $
    (6
    )
    
    $
    7
    
    
    $
    727
    
    
    $
    (165
    )
    
    $
    562
    
    
    $
    2,223
    
    
    $
    (1
    )
    
    $
    2,222Net income (loss)
    
    $
    344
    
    
    $
    (109
    )
    
    $
    (17
    )
    
    $
    272
    
    
    $
    490
    
    
    $
    (22
    )
    
    $
    468
    
    
    $
    757
    
    
    $
    
    
    
    $
    757Segment assets
    
    $
    130,054
    
    
    $
    24,127
    
    
    $
    3,594
    
    
    $
    3,744
    
    
    $
    161,519
    
    
    $
    (1,657
    )
    
    $
    159,862
    
    
    $
    296,985
    
    
    $
    (583
    )
    
    $
    296,402
 
 (a)
    
    Interest income is included in net sales and revenues from external customers. 26




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  concluded
(Unaudited)
 NOTE 13. Subsequent Event
   27




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
   
    
    Automotive and Other Operations (Auto & Other); and
    
    Financing and Insurance Operations (FIO).
  
    
    GMs four automotive regions: GM North America (GMNA), GM Europe (GME), GM Latin
America/Africa/Mid-East (GMLAAM), and GM Asia Pacific (GMAP), which constitute GM
Automotive (GMA); and
 
    
    Other, which includes the elimination of intersegment transactions, certain
non-segment specific revenues and expenditures, including legacy costs related to
postretirement benefits for certain Delphi and other retirees, and certain corporate
activities.
     28




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 RESULTS OF OPERATIONS
 Consolidated Results
    

Three
Months Ended March 31,2005
    
    
    2004(dollars in millions)Consolidated:Total net sales and revenues
    
    $
    45,773
    
    
    $
    47,862Net income (loss)
    
    $
    (1,253
    )
    
    $
    1,225Net margin
    
    
    (2.7
    )%
    
    
    2.6
    %Automotive and Other Operations:Total net sales and revenues
    
    $
    37,303
    
    
    $
    40,137Net income (loss)
    
    $
    (1,982
    )
    
    $
    468Financing and Insurance Operations:Total revenues
    
    $
    8,470
    
    
    $
    7,725Net income
    
    $
    729
    
    
    $
    757
     
    
    GMNA incurred a significant loss due to lower volumes, unfavorable mix, and increased health-care expense;
    
    GME recognized an employee separation charge related to restructuring initiatives;
    
    GMLAAM was profitable for the fifth consecutive quarter;
    
    GMAP earned lower net income resulting from challenging conditions in China and lower income in Japan; and
    
    GMAC earned significant net income despite a lower net interest margin environment.
 29




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 GM Automotive and Other Operations Financial Review
 Three Months Ended March 31,2005
    
    
    2004(dollars in millions)Auto & Other:Total net sales and revenues
    
    $
    37,303
    
    
    $
    40,137Net income (loss)
    
    $
    (1,982
    )
    
    $
    468GMA net income (loss) by region:GMNA
    
    $
    (1,704
    )
    
    $
    344GME
    
    
    (547
    )
    
    
    (109
    )GMLAAM
    
    
    31
    
    
    
    (17
    )GMAP
    
    
    70
    
    
    
    272Net income (loss)
    
    $
    (2,150
    )
    
    $
    490Net margin
    
    
    (5.8
    )%
    
    
    1.2
    %GM global automotive market share
    
    
    13.4
    %
    
    
    13.6
    %Other:Net income (loss)
    
    $
    168
    
    
    $
    (22
    )
   GM Automotive Regional Results
 GM North America
    

Three Months Ended March 31,2005
    
    
    2004(dollars in millions)GMNA:Net income (loss)
    
    $
    (1,704
    )
    
    $
    344Net margin
    
    
    (6.7
    )%
    
    
    1.2
    %Production volume
    
    (volume in thousands)Cars
    
    
    470
    
    
    
    525Trucks
    
    
    713
    
    
    
    820Total GMNA
    
    
    1,183
    
    
    
    1,345Vehicle unit salesIndustry  North America
    
    
    4,684
    
    
    
    4,676GM as a percentage of industry
    
    
    25.2
    %
    
    
    26.3
    %Industry  U.S.
    
    
    3,998
    
    
    
    3,994GM as a percentage of industry
    
    
    25.4
    %
    
    
    26.7
    %GM cars
    
    
    23.3
    %
    
    
    25.9
    %GM trucks
    
    
    27.1
    %
    
    
    27.3
    %
   30




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 GM Automotive and Other Operations Financial Review (continued)
 GM North America (concluded)
   GM EuropeThree Months Ended March 31,2005
    
    
    2004(dollars in millions)GME net loss
    
    $
    (547
    )
    
    $
    (109
    )GME net margin
    
    
    (6.9
    )%
    
    
    (1.4
    )%(volume in thousands)Production volume
    
    
    502
    
    
    
    473Vehicle unit salesIndustry
    
    
    5,254
    
    
    
    5,353GM as a percentage of industry
    
    
    9.8
    %
    
    
    9.4
    %GM market share  Germany
    
    
    10.9
    %
    
    
    10.6
    %GM market share  United Kingdom
    
    
    14.8
    %
    
    
    14.0
    %
    31




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 GM Automotive and Other Operations Financial Review (continued)
 GM Latin America/Africa/Mid-EastThree Months EndedMarch 31,2005
    
    
    2004(dollars in millions)GMLAAM net
income (loss)
    
    $
    31
    
    
    $
    (17)GMLAAM net margin
    
    
    1.3
    %
    
    
    (0.9
    )%(volume in thousands)Production volume
    
    
    185
    
    
    
    159Vehicle unit salesIndustry
    
    
    1,144
    
    
    
    984GM as a percentage of industry
    
    
    16.0
    %
    
    
    16.2
    %GM market share  Brazil
    
    
    19.0
    %
    
    
    23.5
    %
   GM Asia PacificThree Months Ended March 31,2005
    
    
    2004(dollars in millions)GMAP net income
    
    $
    70
    
    
    $
    272GMAP net margin
    
    
    4.1
    %
    
    
    17.0
    %(volume in thousands)Production volume
    
    
    341
    
    
    
    296Vehicle unit salesIndustry
    
    
    4,597
    
    
    
    4,575GM as a percentage of industry
    
    
    5.0
    %
    
    
    4.9
    %GM market share  Australia
    
    
    18.5
    %
    
    
    20.0
    %GM market share  China
    
    
    10.4
    %
    
    
    9.9
    %
   32




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 GM Automotive and Other Operations Financial Review (continued)
  Other Operations
 Three Months Ended March 31,2005
    
    
    2004(dollars in millions)Other:Total net sales, revenues, and eliminations
    
    $
    (25
    )
    
    $
    59Net income (loss)
    
    $
    168
    
    
    $
    (22
    )
  Health-care Costs
    GMAC Financial Review
  Three Months Ended March 31,2005
    
    
    2004(in millions)Financing operations
    
    $
    216
    
    
    $
    427Mortgage operations
    
    
    418
    
    
    
    244Insurance operations
    
    
    94
    
    
    
    86Net income
    
    $
    728
    
    
    $
    757
 33




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 GM Automotive and Other Operations Financial Review (concluded)
    LIQUIDITY AND CAPITAL RESOURCES
 Statements
of Cash Flows Restatements and Reclassifications
    34




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 LIQUIDITY AND CAPITAL RESOURCES (continued)
 Automotive and Other Operations
    Financing and Insurance Operations
  35




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 LIQUIDITY AND CAPITAL RESOURCES (concluded)
 Financing and Insurance Operations (concluded)
  Off-Balance Sheet Arrangements
     March 31,
    
    
    Dec. 31,
    
    
    March 31,2005
    
    
    2004
    
    
    2004Automotive and Other OperationsAssets leased under operating leases
    
    $
    2,469
    
    
    $
    2,553
    
    
    $
    2,303Trade receivables sold (1)
    
    
    1,153
    
    
    
    1,210
    
    
    
    795Total
    
    $
    3,622
    
    
    $
    3,763
    
    
    $
    3,098Financing and Insurance OperationsReceivables sold or securitized: Mortgage loans
    
    $
    81,496
    
    
    $
    79,043
    
    
    $
    84,267 Retail finance receivables
    
    
    4,777
    
    
    
    5,615
    
    
    
    8,501 Wholesale finance receivables
    
    
    24,507
    
    
    
    21,291
    
    
    
    18,702Total
    
    $
    110,780
    
    
    $
    105,949
    
    
    $
    111,470
 
 (1)
    
    In addition, trade receivables sold to GMAC were $558 million, $549 million and $506
million for the periods ended March 31, 2005, December 31, 2004, and March 31, 2004,
respectively. BOOK VALUE PER SHARE
     36




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 EMPLOYMENT AND PAYROLLS
 Worldwide employment for GM and its
wholly-owned subsidiaries at March 31, (in thousands)2005
    
    
    2004GMNA
    
    
    179
    
    
    
    186GME
    
    
    58
    
    
    
    63GMLAAM
    
    
    30
    
    
    
    26GMAP
    
    
    15
    
    
    
    14GMAC
    
    
    34
    
    
    
    33Other
    
    
    5
    
    
    
    5Total employees
    
    
    321
    
    
    
    327
 Three Months EndedMarch 31,2005
    
    
    2004Worldwide payrolls  (in billions)
    
    $
    5.3
    
    
    $
    5.5
 CRITICAL ACCOUNTING ESTIMATES
  Equipment on operating lease
  Pension and Other Postretirement Employee Benefits (OPEB)
  37




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 NEW ACCOUNTING STANDARDS
  FORWARD-LOOKING STATEMENTS
  
    
    The ability of GM to realize production efficiencies, to achieve reductions in costs as
a result of the turnaround restructuring and health care cost reductions and to implement
capital expenditures at levels and times planned by management;
    
    The pace of product introductions;
    
    Market acceptance of the Corporations new products;
    
    Significant changes in the competitive environment and the effect of competition in the
Corporations markets, including on the Corporations pricing policies;
    
    Our ability to maintain adequate financing sources and an appropriate level of debt;
    
    Restrictions on GMACs and ResCaps ability to pay dividends and prepay subordinated
debt obligations to us;
    
    Changes in the existing, or the adoption of new, laws, regulations, policies or other
activities of governments, agencies and similar organizations where such actions may affect
the production, licensing, distribution or sale of our products, the cost thereof or
applicable tax rates;
    
    Costs and risks associated with litigation;
    
    The final results of investigations and inquiries by the SEC;
    
    Changes in our accounting principles, or their application or interpretation, and our
ability to make estimates and the assumptions underlying the estimates, including the range
of estimates for the Delphi pension benefit guarantees, which could result in an impact on
earnings;
    
    Changes in relations with unions and employees/retirees and the legal interpretations of
the agreements with those unions with regard to employees/retirees;
    
    Negotiations and bankruptcy court actions with respect to Delphis obligations to GM,
negotiations with respect to GMs obligations under the pension benefit guarantees to
Delphi employees, and GMs ability to recover any indemnity claims against Delphi;
    
    Labor strikes or work stoppages at GM or at key suppliers such as Delphi;
    
    Additional credit rating downgrades and the effects thereof;
    
    The effect of a potential sale or other extraordinary transaction involving GMAC on the
results of GMs and GMACs operations and liquidity;
    
    Other factors affecting financing and insurance operating segments results of
operations and financial condition such as credit ratings, adequate access to the market,
changes in the residual value of off-lease vehicles, changes in U.S. government-sponsored
mortgage programs or disruptions in the markets in which our mortgage subsidiaries operate,
and changes in our contractual servicing rights;
    
    Shortages of and price increases for fuel; and
    
    Changes in economic conditions, commodity prices, currency exchange rates or political
stability in the markets in which we operate.
 38




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##### Table of Contents



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



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 ITEM 4. Controls and Procedures
     Statement of Cash Flows -
Exemption of Certain Enterprises and Classification of Cash Flows from Certain
Securities Acquired for Resale
     Limitations on the Effectiveness of Controls
   40




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 PART
II
 
 ITEM 6. Exhibits
 ExhibitNumber
    
    Exhibit Name31.1
    
    Section 302 Certification of the Chief Executive Officer31.2
    
    Section 302 Certification of the Chief Financial Officer32.1
    
    Certification of the Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
  41




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 
 SIGNATURES
  GENERAL MOTORS CORPORATION
(Registrant)Date: March 28, 2006
    By:
    /s/ PETER R. BIBLE(Peter R. Bible, Chief Accounting Officer)  42