##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-143
  GENERAL MOTORS
    CORPORATION
 (Exact Name of Registrant as
    Specified in its Charter)
   STATE OF DELAWARE(State or other jurisdiction
    of
    Incorporation or Organization)

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

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

Accelerated
    filer  o

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

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




---



##### 





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

Condensed Consolidated Financial Statements
    (Unaudited)


1Condensed Consolidated Statements of Operations
    for the Three and Six Months Ended June 30, 2008 and
    2007


1Condensed Consolidated Balance Sheets at
    June 30, 2008, December 31, 2007 and June 30,
    2007


2Condensed Consolidated Statement of
    Stockholders Deficit for the Six Months Ended
    June 30, 2008 and 2007


3Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2008 and 2007


4Notes to Condensed Consolidated Financial
    Statements


5Item 2.

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


46Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


98Item 4.

Controls and Procedures


98Part II  Other
    InformationItem 1.

Legal Proceedings


100Item 1A.

Risk Factors


102Item 4

Submission of Matters to a Vote of Security
    Holders


110Item 6.

Exhibits


113Signature


114Consent of Hamilton, Robinovitz and AssociatesCertification of the CEOCertification of the CFOSection 1350 Certification of CEOSection 1350 Certification of CFO




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##### 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)
    (Unaudited)  Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Net sales and revenueAutomotive sales

$
37,673


$
45,783


$
79,617


$
88,074Financial services and insurance revenue


483



894



1,028



1,830Total net sales and revenue


38,156



46,677



80,645



89,904Costs and expensesAutomotive cost of sales


43,546



41,666



81,698



80,395Selling, general and administrative expense


3,754



3,293



7,453



6,604Financial services and insurance expense


579



811



1,075



1,694Other expenses


2,753



575



3,484



575Total costs and expenses


50,632



46,345



93,710



89,268Operating income (loss)


(12,476
)


332



(13,065
)


636Equity in income (loss) of GMAC LLC (Note 5)


(1,930
)


118



(3,542
)


(65
)Automotive and other interest expense


(721
)


(681
)


(1,495
)


(1,480
)Automotive interest income and other non-operating income
    (expense), net


(231
)


682



87



1,203Income (loss) from continuing operations before income taxes,
    equity income and minority interests


(15,358
)


451



(18,015
)


294Income tax expense (benefit)


308



(320
)


961



(381
)Equity income, net of tax


128



170



260



326Minority interests, net of tax


67



(157
)


(6
)


(259
)Income (loss) from continuing operations


(15,471
)


784



(18,722
)


742Income from discontinued operations, net of tax (Note 3)






107







211Net income (loss)

$
(15,471
)

$
891


$
(18,722
)

$
953Basic earnings (loss) per share:Continuing operations

$
(27.33
)

$
1.38


$
(33.07
)

$
1.31Discontinued operations






0.19







0.37Total

$
(27.33
)

$
1.57


$
(33.07
)

$
1.68Weighted average common shares outstanding, basic
    (millions)


566



566



566



566Diluted earnings (loss) per share:Continuing operations

$
(27.33
)

$
1.37


$
(33.07
)

$
1.30Discontinued operations






0.19







0.37Total

$
(27.33
)

$
1.56


$
(33.07
)

$
1.67Weighted average common shares outstanding, diluted
    (millions)


566



569



566



569Cash dividends per share

$
0.25


$
0.25


$
0.50


$
0.50    1




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS
    (Dollars in millions)
    (Unaudited)
  June 30,


December 31,


June 30,2008


2007


2007ASSETSCurrent AssetsCash and cash equivalents

$
19,356


$
24,549


$
22,040Marketable securities


1,150



2,139



1,573Total cash and marketable securities


20,506



26,688



23,613Accounts and notes receivable, net


8,946



9,659



10,233Inventories


17,744



14,939



15,073Assets held for sale










683Equipment on operating leases, net


4,669



5,283



5,889Other current assets and deferred income taxes


3,576



3,566



12,471Total current assets


55,441



60,135



67,962Financing and Insurance Operations AssetsCash and cash equivalents


198



268



258Investments in securities


214



215



192Equipment on operating leases, net


3,804



6,712



9,145Equity in net assets of GMAC LLC


3,454



7,079



7,555Other assets


2,807



2,715



2,819Total Financing and Insurance Operations assets


10,477



16,989



19,969Non-Current AssetsEquity in net assets of nonconsolidated affiliates


2,367



1,919



2,000Property, net


44,038



43,017



41,404Goodwill and intangible assets, net


1,070



1,066



973Deferred income taxes


1,014



2,116



32,449Prepaid pension


17,991



20,175



18,305Other assets


3,648



3,466



3,577Total non-current assets


70,128



71,759



98,708Total Assets

$
136,046


$
148,883


$
186,639LIABILITIES AND STOCKHOLDERS DEFICITCurrent LiabilitiesAccounts payable (principally trade)

$
30,097


$
29,439


$
30,742Short-term borrowings and current portion of long-term debt


8,008



6,047



5,150Liabilities related to assets held for sale










526Accrued expenses


37,373



34,822



34,621Total current liabilities


75,478



70,308



71,039Financing and Insurance Operations LiabilitiesDebt


2,753



4,908



7,133Other liabilities and deferred income taxes


884



905



855Total Financing and Insurance Operations liabilities


3,637



5,813



7,988Non-Current LiabilitiesLong-term debt


32,450



33,384



34,134Postretirement benefits other than pensions


47,476



47,375



48,353Pensions


11,774



11,381



11,654Other liabilities and deferred income taxes


20,825



16,102



15,972Total non-current liabilities


112,525



108,242



110,113Total liabilities


191,640



184,363



189,140Commitments and contingencies (Note 9)Minority interests


1,376



1,614



1,268Stockholders DeficitPreferred stock, no par value, 6,000,000 shares authorized,
    no shares issued and outstanding










Common stock,
    $12/3
    par value (2,000,000,000 shares authorized, 756,637,541 and
    566,162,598 shares issued and outstanding as of
    June 30, 2008, respectively, 756,637,541 and
    566,059,249 shares issued and outstanding as of
    December 31, 2007, respectively, and 756,637,541 and
    565,864,695 shares issued and outstanding as of
    June 30, 2007, respectively)


944



943



943Capital surplus (principally additional paid-in capital)


15,335



15,319



15,255Retained earnings (accumulated deficit)


(58,470
)


(39,392
)


577Accumulated other comprehensive loss


(14,779
)


(13,964
)


(20,544
)Total stockholders deficit


(56,970
)


(37,094
)


(3,769
)Total Liabilities, Minority Interests and Stockholders
    Deficit

$
136,046


$
148,883


$
186,639    2




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##### Table of Contents



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


OtherShares of








Comprehensive


Earnings


Comprehensive


TotalCommon


Common


Capital


Income


(Accumulated


Income


StockholdersStock


Stock


Surplus


(Loss)


Deficit)


(Loss)


DeficitBalance December 31, 2006


566


$
943


$
15,336






$
195


$
(22,126
)

$
(5,652
)Net income













$
953



953







953Other comprehensive income (loss):Foreign currency translation adjustments














357











Unrealized gain on derivatives














42











Unrealized loss on securities














(3
)










Defined benefit plans:Net prior service costs














(415
)










Net actuarial gain














446











Net transition asset / obligation














2











Other comprehensive income














429







429



429Comprehensive income













$
1,382Effects of accounting change regarding pension plan and OPEB
    measurement-dates pursuant to SFAS No. 158, net of tax


















(425
)


1,153



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


















137







137Stock options










18















18Cash dividends paid


















(283
)






(283
)Purchase of convertible note hedge










(99
)














(99
)Balance June 30, 2007  as restated


566


$
943


$
15,255






$
577


$
(20,544
)

$
(3,769
)Balance December 31, 2007


566


$
943


$
15,319






$
(39,392
)

$
(13,964
)

$
(37,094
)Net loss













$
(18,722
)


(18,722
)






(18,722
)Other comprehensive income (loss):Foreign currency translation adjustments














13











Unrealized loss on derivatives














(305
)










Unrealized loss on securities














(170
)










Defined benefit plans:Net prior service costs














160











Net actuarial loss














(515
)










Net transition asset / obligation














2











Other comprehensive loss














(815
)






(815
)


(815
)Comprehensive loss













$
(19,537
)Effects of GMAC LLC adoption of SFAS No. 157 and
    No. 159 (Note 5)


















(76
)






(76
)Stock options and other






1



16







3







20Cash dividends paid


















(283
)






(283
)Balance June 30, 2008


566


$
944


$
15,335






$
(58,470
)

$
(14,779
)

$
(56,970
)    3




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Dollars in millions)
    (Unaudited)
  Six Months EndedJune 30,2008


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

$
(2,188
)

$
4,027Cash provided by discontinued operating activities






240Net cash provided by (used in) operating activities


(2,188
)


4,267Cash flows from investing activitiesExpenditures for property


(4,125
)


(2,884
)Investments in marketable securities, acquisitions


(2,172
)


(5,971
)Investments in marketable securities, liquidations


3,141



4,532Capital contribution to GMAC LLC






(1,022
)Operating leases, liquidations


1,863



1,613Other


(259
)


(111
)Net cash used in continuing investing activities


(1,552
)


(3,843
)Cash used in discontinued investing activities






(13
)Net cash used in investing activities


(1,552
)


(3,856
)Cash flows from financing activitiesNet decrease in short-term borrowings


(1,592
)


(2,562
)Borrowings of long-term debt


929



1,572Payments made on long-term debt


(806
)


(1,132
)Cash dividends paid to stockholders


(283
)


(283
)Net cash used in continuing financing activities


(1,752
)


(2,405
)Cash used in discontinued financing activities






Net cash used in financing activities


(1,752
)


(2,405
)Effect of exchange rate changes on cash and cash equivalents


229



169Net decrease in cash and cash equivalents


(5,263
)


(1,825
)Cash and cash equivalents at beginning of the period


24,817



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

$
19,554


$
22,298    4




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Disclosures
    about Derivative Instruments and Hedging Activities 
    an Amendment of FASB Statement No. 133    Accounting
    for Convertible Debt Instruments  14-1, 14-1), 14-1 14-1
  Participating
    Share-Based Payment Awards  03-6-1, No. EITF 03-6-1), No. EITF 03-6-1 No. EITF 03-6-1 No. EITF 03-6-1
  Determination
    of Whether an Equity-Linked Financial Instrument (or Embedded
    Feature) is Indexed to an Entitys Own Stock  No. 07-5, No. 07-5), No. 01-6, No. 01-6). No. 07-5
 8




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  No. 07-5
  Accounting
    for Collaborative Arrangements  No. 07-1, No. 07-1), No. 99-19, No. 99-19) No. 07-1 No. 07-1 No. 07-1
  Accounting,
    by Lessees, for Nonrefundable Maintenance Deposits  No. 08-3, No. 08-3), No. 08-3 No. 08-3
  Note 3. Divesture
    of Business
  Sale
    of Allison Transmission Business      Three Months Ended


Six Months EndedJune 30, 2007


June 30, 2007(Dollars in millions)Net sales

$
518


$
1,061Operating income from discontinued operations

$
171


$
336Income tax provision

$
62


$
123Income from discontinued operations, net of tax

$
107


$
211    9




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Note 4. Inventories
    June 30,


December 31,


June 30,2008


2007


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

$
7,235


$
6,267


$
5,707Finished product, including service parts


11,969



10,095



10,820Total inventories at FIFO


19,204



16,362



16,527Less LIFO allowance


(1,460
)


(1,423
)


(1,454
)Total automotive inventories


17,744



14,939



15,073FIO off-lease vehicles, included in FIO Other assets


325



254



240Total inventories

$
18,069


$
15,193


$
15,313   Note 5. Investment
    in Nonconsolidated Affiliates
    Three Months


Six MonthsEnded


EndedJune 30,


June 30,2008


2007


2008


2007(Dollars in millions)GMAC

$
(1,204
)

$
118


$
(1,506
)

$
(65
)GMAC Common Membership Interests impairments


(726
)






(2,036
)


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


87



117



203



233Others


41



53



57



93Total

$
(1,802
)

$
288


$
(3,282
)

$
261     Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


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

$
4,822


$
5,316


$
9,754


$
10,613Depreciation expense on operating lease assets

$
1,401


$
1,173


$
2,797


$
2,255Interest expense

$
2,869


$
3,735


$
6,048


$
7,407Income (loss) before income tax expense

$
(2,309
)

$
452


$
(2,879
)

$
297Income tax expense

$
173


$
159


$
192


$
309Net income (loss)

$
(2,482
)

$
293


$
(3,071
)

$
(12
)Net income (loss) available to members

$
(2,456
)

$
240


$
(3,071
)

$
(116
)   10




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  June 30,


December 31,


June 30,2008


2007


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

$
12,942


$
20,559


$
20,268Finance receivables and loans, net

$
117,343


$
124,759


$
162,192Investment in operating leases, net

$
32,810


$
32,348


$
28,893Other assets

$
28,510


$
28,255


$
25,076Total assets

$
227,692


$
248,939


$
279,278Total debt

$
173,489


$
193,148


$
224,454Accrued expenses, deposit and other liabilities

$
30,261


$
28,713


$
25,238Total liabilities

$
215,376


$
233,374


$
261,465Redeemable preferred membership interests

$



$



$
2,226Preferred interests

$
1,052


$
1,052


$
Total equity

$
12,316


$
15,565


$
15,587     June 30,


December 31,


June 30,2008


2007


2007(Dollars in millions)Preferred Membership Interests (shares)


1,021,764



1,021,764



1,555,000Percentage ownership of Preferred Membership Interests issued
    and outstanding


100
%


100
%


74
%Carrying value of Preferred Membership Interests

$
294


$
1,046


$
1,596Carrying value of Common Membership Interests

$
3,454


$
7,079


$
7,555        11




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Electro-Motive
    Diesel, Inc.    Note 6. Depreciation
    and Amortization
    Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007(Dollars in millions)AutomotiveDepreciation and impairment

$
1,179


$
1,219


$
2,405


$
2,464Amortization and impairment of special tools


827



850



1,599



1,570Amortization of intangible assets


20



18



40



35Total


2,026



2,087



4,044



4,069Financing and Insurance OperationsDepreciation and impairment


285



334



496



713Total consolidated depreciation and amortization

$
2,311


$
2,421


$
4,540


$
4,782   Note 7. Product
    Warranty Liability
    Six Months


Year


Six MonthsEnded


Ended


EndedJune 30,


December 31,


June 30,2008


2007


2007(Dollars in millions)Beginning balance

$
9,615


$
9,064


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


2,126



5,135



2,592Payments


(2,594
)


(4,539
)


(2,240
)Adjustments to liability (pre-existing warranties)


268



(165
)


(95
)Effect of foreign currency translation


71



223



142Liabilities transferred in the sale of Allison (Note 3)






(103
)


(103
)Ending balance

$
9,486


$
9,615


$
9,360    12




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##### Table of Contents



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


Non-U.S. Plans


U.S. Other


Non-U.S.Pension Benefits


Pension Benefits


Benefits


Other BenefitsThree Months Ended


Three Months Ended


Three Months Ended


Three Months EndedJune 30,


June 30,


June 30,


June 30,2008


2007


2008


2007


2008


2007


2008


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

$
140


$
160


$
97


$
110


$
71


$
93


$
9


$
11Interest cost


1,303



1,216



313



266



919



901



59



48Expected return on plan assets


(2,054
)


(1,986
)


(244
)


(229
)


(341
)


(350
)






Amortization of prior service cost (credit)


198



130



350



7



(466
)


(461
)


(26
)


(21
)Amortization of transition obligation










2



















Recognized net actuarial loss


62



211



70



86



187



339



30



30Curtailments, settlements and other


3,049







216



20



(36
)


1







Divestiture of Allison






(5
)














(2
)






Net (income) expense from continuing operations

$
2,698


$
(274
)

$
804


$
260


$
334


$
521


$
72


$
68   13




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  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 30,2008


2007


2008


2007


2008


2007


2008


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

$
290


$
320


$
202


$
229


$
145


$
186


$
18


$
21Interest cost


2,595



2,431



633



521



1,833



1,803



119



94Expected return on plan assets


(4,114
)


(3,972
)


(496
)


(447
)


(685
)


(700
)






Amortization of prior service cost (credit)


408



259



359



14



(931
)


(922
)


(50
)


(41
)Amortization of transition obligation










4



















Recognized net actuarial loss


128



422



139



168



374



678



57



57Curtailments, settlements and other


3,266



2



221



41



(32
)


1







Divestiture of Allison






(10
)














(5
)






Net (income) expense from continuing operations

$
2,573


$
(548
)

$
1,062


$
526


$
704


$
1,041


$
144


$
131     Settlement
    Agreement    10-K;
 14




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
              25-year
   15




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  2008
    Special Attrition Programs and U.S. Facility
    Idlings        Canada
    Facility Idlings and Canadian Auto Workers Union
    Negotiations   16




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
      Legal
    Services Plans and Restatement of Financial
    Information  10-K.
  Note 9. Commitments
    and Contingencies
  Commitments       17




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
          Environmental         18




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Asbestos
    Claims    
    A majority of these claims seek damages for illnesses alleged to
    have resulted from asbestos used in brake components;
    Limited numbers of claims have arisen from asbestos contained in
    the insulation and brakes used in the manufacturing of
    locomotives; and
    Claims brought by contractors who allege exposure to
    asbestos-containing products while working on premises we owned.      
    A third party forecast of the projected incidence of malignant
    asbestos-related disease likely to occur in the general
    population of individuals occupationally exposed to asbestos;
    Data concerning claims filed against us and resolved, amounts
    paid, and the nature of the asbestos-related disease or
    condition asserted during approximately the last four years
    (Asbestos Claims Experience);
    The estimated rate of asbestos-related claims likely to be
    asserted against us in the future based on our Asbestos Claims
    Experience and the projected incidence of asbestos-related
    disease in the general population of individuals occupationally
    exposed to asbestos;
    The estimated rate of dismissal of claims by disease type based
    on our Asbestos Claims Experience; and
    The estimated indemnity value of the projected claims based on
    our Asbestos Claims Experience, adjusted for inflation.       19




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Contingent
    Matters  Litigation        Delphi
    Corporation  Benefit
    Guarantee   20




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    10-K.
  Delphi-GM
    Settlement Agreements    
    Reimburse Delphi for its costs to provide OPEB to certain of
    Delphis hourly retirees from and after January 1,
    2007 through the date that Delphi ceases to provide such
    benefits;
    Reimburse Delphi for the normal cost of credited
    service in Delphis pension plan between January 1,
    2007 and the date its pension plans are frozen;
    Assume $1.5 billion of net pension obligations of Delphi
    and Delphi providing us a $1.5 billion note receivable;
    Reimburse Delphi for all retirement incentives and half of the
    buyout payments made pursuant to the various attrition program
    provisions and to reimburse certain U.S. hourly buydown
    payments made to hourly employees of Delphi;
    Award future product programs to Delphi and provide Delphi with
    ongoing preferential sourcing for other product programs, with
    Delphi re-pricing existing and awarded business;
    Reimburse certain U.S. hourly labor costs incurred to
    produce systems, components and parts for us from
    October 1, 2006 through September 14, 2015 at certain
    U.S. facilities owned or to be divested by Delphi (Labor
    Cost Subsidy);
    Reimburse Delphis cash flow deficiency attributable to
    production at certain U.S. facilities that continue to
    produce systems, components and parts for us until the
    facilities are either closed or sold by Delphi (Production Cash
    Burn Support); and
    Guarantee a minimum recovery of the net working capital that
    Delphi has invested in certain businesses held for sale. 21




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
             22




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Benefit
    Guarantees Related to Divested Facilities      Note 10. Income
    Taxes
      
    Future reversals of existing taxable temporary differences;
    Future taxable income exclusive of reversing temporary
    differences and carryforwards;
    Taxable income in prior carryback years; and
    Tax-planning strategies.   23




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    
    The possibility for continued or increasing price competition in
    the highly competitive U.S. market;
    Continued high fuel prices and the effect that may have on
    consumer preferences related to our most profitable products,
    fullsize
    pick-up
    trucks and sport utility vehicles;
    Uncertainty over the effect on our cost structure from more
    stringent U.S. fuel economy and global emissions standards
    which may require us to sell higher volumes of alternative fuel
    vehicles across our portfolio;
    Uncertainty as to the future operating results of GMAC; and
    Acceleration of tax deductions for OPEB liabilities as compared
    to prior expectations due to changes associated with the
    Settlement Agreement.      10-K Form 10-Q
     24




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  2
  2
  FSP No. 48-1, (FSP No. 48-1).
      Note 11. Fair
    Value Measurements
  No. 157-2,
    
    Defines fair value as the price that would be received to sell
    an asset or paid to transfer a liability in an orderly
    transaction between market participants at the measurement date,
    and establishes a framework for measuring fair value; 25




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  
    Establishes a three-level hierarchy for fair value measurements
    based upon the observability of inputs to the valuation of an
    asset or liability at the measurement date;
    Requires consideration of our nonperformance risk when valuing
    liabilities; and
    Expands disclosures about instruments measured at fair value.    
    Level 1  Quoted prices for identicalinstruments in active markets;
    Level 2  Quoted prices for similarinstruments in active markets; quoted prices for identical
    or similar instruments in markets that are not active; and
    model-derived valuations whose significant inputs are
    observable: and
    Level 3  Instruments whose significant inputs
    are unobservable.    Securities    Derivatives     26




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Fair Value Measurements on a Recurring Basis at June 30,
    2008Level 1


Level 2


Level 3


Total(Dollars in millions)AssetsSecuritiesEquity

$
416


$
20


$



$
436United States government and agency






908







908Mortgage-backed










248



248Certificates of deposit






2,977







2,977Commercial paper






5,288







5,288Corporate debt






453







453Other






2



234



236DerivativesCross currency swaps






17







17Interest rate swaps






104



6



110Foreign currency derivatives






684







684Commodity derivatives






662



341



1,003Total Assets

$
416


$
11,115


$
829


$
12,360LiabilitiesDerivativesCross currency swaps

$



$
82


$



$
82Interest rate swaps










6



6Foreign currency derivatives






1,930







1,930Commodity derivatives






239







239Total Liabilities

$



$
2,251


$
6


$
2,257  27




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Level 3 Financial Assets and LiabilitiesThree Months Ended June 30, 2008Mortgage-backed


Interest Rate


Commodity


Corporate Debt


Other


Total NetSecurities(a)


Swaps, net


Derivatives(b)


Securities(a)


Securities(a)


Assets(Dollars in millions)Beginning balance

$
283


$



$
354


$
51


$
221


$
909Total realized/unrealized gains (losses):Included in earnings


(9
)






15







(12
)


(6
)Included in other comprehensive income


6















11



17Purchases, issuances, and settlements


(32
)






(28
)


(51
)


14



(97
)Transfer in and/or out of Level 3






















Ending balance

$
248


$



$
341


$



$
234


$
823Amount of total gains and (losses) for the period included in
    earnings attributable to the change in unrealized gains or
    (losses) relating to assets still held at the reporting date

$
(9
)

$



$
15


$



$
(12
)

$
(6
)   (a)
    
    Realized gains (losses) and other than temporary impairments on
    marketable securities are recorded in Automotive interest and
    other non-operating income (expense), net.(b)
    
    Realized and unrealized gains (losses) on commodity derivatives
    are recorded in Automotive cost of sales and changes in fair
    value are attributable to changes in base metal and precious
    metal prices.    28




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Level 3 Financial Assets and LiabilitiesSix Months Ended June 30, 2008Mortgage-backed


Interest Rate


Commodity


Corporate Debt


Other


Total NetSecurities(a)


Swaps, net(b)


Derivatives(c)


Securities(a)


Securities(a)


Assets(Dollars in millions)Beginning balance

$
283


$
2


$
257


$
28


$
258


$
828Total realized/unrealized gains (losses):Included in earnings


(9
)






134



23



(32
)


116Included in other comprehensive income


1















8



9Purchases, issuances, and settlements


(27
)


(2
)


(50
)


(51
)






(130
)Transfer in and/or out of Level 3






















Ending balance

$
248


$



$
341


$



$
234


$
823Amount of total gains and (losses) for the period included in
    earnings attributable to the change in unrealized gains or
    (losses) relating to assets still held at the reporting date

$
(9
)

$



$
134


$



$
(32
)

$
93   (a)
    
    Realized gains (losses) and other than temporary impairments on
    marketable securities are recorded in Automotive interest and
    other non-operating income (expense), net.(b)
    
    Reflects fair value of Interest rate swap derivative assets, net
    of liabilities.(c)
    
    Realized and unrealized gains (losses) on commodity derivatives
    are recorded in Automotive cost of sales and changes in fair
    value are attributable to changes in base metal and precious
    metal prices.    Fair Value Measurements UsingQuoted Prices inActive Markets


Significant Other


Significant


Three Months


Six Monthsfor Identical


Observable


Unobservable


Ended


EndedJune 30,


Assets


Inputs


Inputs


June 30, 2008


June 30, 20082008


(Level 1)


(Level 2)


(Level 3)


Total Losses


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

$
3,454


$



$



$
3,454


$
(726
)

$
(2,036
)Investment in GMAC Preferred Membership Interests


294











294



(608
)


(750
)Total

$
3,748


$



$



$
3,748


$
(1,334
)

$
(2,786
)  29




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
        pick-up
      
    Auto Finance  We obtained industry data, such as
    equity and earnings ratios for other industry participants, and
    developed average multiples for these companies based upon a
    comparison of their businesses to Auto Finance.
    Insurance  We developed a peer group, based upon such
    factors as equity and earnings ratios and developed average
    multiples for these companies. 30




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##### Table of Contents



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


Year Ended


Six Months EndedJune 30,


December 31,


June 30,2008


2007


2007(Dollars in millions)Beginning balance

$
858


$
1,269


$
1,269Additions


1,324



364



92Interest accretion


13



21



9Payments


(316
)


(792
)


(524
)Adjustments


(98
)


(4
)


19Ending balance

$
1,781


$
858


$
865  31




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    June 30,


December 31,


June 30,2008


2007


2007Employees at idled or to be idled facilities


12,700



8,900



8,000Employees subject to various attrition programs


5,100



3,800



4,400   Note 13. Restructuring
    and Other Initiatives
      Three Months


Six MonthsEnded


EndedJune 30,


June 30,2008


2007


2008


2007(Dollars in millions)Automotive Operations:GMNA

$
1


$
3


$
2


$
5GME


79



30



202



87GMLAAM


3



18



6



18GMAP


61



1



61



41Total Automotive Operations

$
144


$
52


$
271


$
151     2008
    Activities    Corporate andGMNA


GME


GMLAAM


GMAP


Other


Total(Dollars in millions)Separation costs

$
1


$
100


$
3


$
61


$



$
165Other






(21
)














(21
)Total restructuring charges

$
1


$
79


$
3


$
61


$



$
144  32




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##### Table of Contents



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


GME


GMLAAM


GMAP


Other


Total(Dollars in millions)Separation costs

$
2


$
223


$
6


$
61


$



$
292Other






(21
)














(21
)Total restructuring charges

$
2


$
202


$
6


$
61


$



$
271       
    In the quarter and year to date period ended June 30, 2008,
    GME recorded restructuring charges of $27 million and
    $100 million, respectively, for retirement programs, along
    with additional minor separations under other current programs
    in Germany. Approximately 4,600 employees will leave under early
    retirement programs in Germany through 2013. The total remaining
    cost for the early retirements will be recognized over the
    remaining required service period of the employees.
    In the quarter ended June 30, 2007, we announced additional
    separation programs at the Antwerp, Belgium facility. These
    programs impact 1,900 employees, who will leave through August
    2008, and have total estimated costs of $440 million. Of
    this amount, we recorded $35 million and $80 million
    in the quarter and year to date period ended June 30, 2008,
    respectively. In 2007 we recorded $353 million in
    connection with these separation programs. The remaining cost of
    the Antwerp, Belgium program will be recognized over the
    remaining required service period of the employees through
    August 2008.
    In the quarter ended June 30, 2008, we announced separation
    programs at the Strasbourg, France facility. In the quarter and
    year to date period ended June 30, 2008, we recorded
    restructuring charges of $16 million.
    The remaining $22 million and $27 million in
    separation charges reported in the quarter and year to date
    period ended June 30, 2008, respectively, relate to the
    cost of initiatives previously announced. These include
    voluntary separations in Sweden and the United Kingdom.
    Additionally, GME reversed accruals for $21 million in the
    quarter and year to date period ended June 30, 2008
    associated with the favorable resolution of claims by the
    government of Portugal filed in conjunction with the plant
    closure in Azambuja in 2006.     33




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  2007
    Activities    Corporate andGMNA


GME


GMLAAM


GMAP


Other


Total(Dollars in millions)Separation costs

$
3


$
30


$
18


$
1


$



$
52Other






















Total restructuring charges

$
3


$
30


$
18


$
1


$



$
52     Corporate andGMNA


GME


GMLAAM


GMAP


Other


Total(Dollars in millions)Separation costs

$
5


$
87


$
18


$
41


$



$
151Other






















Total restructuring charges

$
5


$
87


$
18


$
41


$



$
151       
    In the quarter and year to date period ended June 30, 2007,
    GME recorded charges in Germany of $27 million and
    $70 million, respectively. These charges primarily related
    to early retirement programs, along with additional minor
    separations under other programs in Germany as described in more
    detail above.
    The remaining $3 million in separation charges reported in
    the quarter ended June 30, 2007 relate to initiatives in
    Belgium. The remaining $17 million in separation charges
    reported in the year to date period ended June 30, 2007
    also relate to initiatives announced in Sweden and the United
    Kingdom.      Note 14. Impairments
   34




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
          Three Months EndedJune 30,2008


2007(Dollars in millions)Long-lived asset impairments related to restructuring initiatives

$
28


$
Other long-lived asset impairments






14Equipment on operating leases, net


105



Total

$
133


$
14   Six MonthsEndedJune 30,2008


2007(Dollars in millions)Long-lived asset impairments related to restructuring initiatives

$
28


$
Other long-lived asset impairments






14Equipment on operating leases, net


105



Total

$
133


$
14   2008
    Impairments    pick-up
 35




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    2007
    Impairments    Note 15. Earnings
    (Loss) Per Share
      Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


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

$
(15,471
)

$
784


$
(18,722
)

$
742Income from discontinued operations, net of tax






107







211Net income (loss)

$
(15,471
)

$
891


$
(18,722
)

$
953Average number of shares outstanding


566



566



566



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






3







3Average number of dilutive shares outstanding


566



569



566



569Basic income (loss) per share from continuing operations

$
(27.33
)

$
1.38


$
(33.07
)

$
1.31Incremental effect of exercise of stock options and vesting of
    restricted stock units






(.01
)






(.01
)Diluted income (loss) per share from continuing operations

$
(27.33
)

$
1.37


$
(33.07
)

$
1.30     in-the-money in-the-money.
    Note 16. Transactions
    with GMAC
  10-K.
 36




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  U.S.
    Marketing Incentives and Operating Lease Residuals  June 30,


December 31,


June 30,2008


2007


2007(Dollars in millions)Residual Support Program:Liabilities recorded

$
914


$
118


$
51Maximum obligations

$
1,398


$
1,062


$
662Risk Sharing:Liabilities recorded

$
574


$
144


$
112Maximum amount guaranteed

$
1,418


$
1,118


$
781   Six Months EndedJune 30,2008


2007(Dollars in millions)Total U.S. payments to GMAC, primarily related to marketing
    incentives and operating lease residual program

$
1,988


$
2,083   Equipment
    on Operating Leases Transferred to Us by GMAC  June 30,


December 31,


June 30,2008


2007


2007(Dollars in millions)Note payable balance, secured by the assets transferred

$
35


$
35


$
406     Revenues  Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007(Dollars in millions)U.S. exclusivity fee revenue

$
26


$
26


$
53


$
53U.S. royalty revenue

$
4


$
5


$
8


$
9   Participation
    Agreement   37




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
        Unsecured
    Obligations  pick-up
  Balance
    Sheet
    June 30,


December 31,


June 30,2008


2007


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

$
1,747


$
1,285


$
1,245Other current assets (b)

$



$
30


$
97Equity in net assets of nonconsolidated affiliates (c)

$
368


$



$
Liabilities:Accounts payable (d)

$
516


$
548


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

$
2,646


$
2,802


$
2,870Accrued expenses (f)

$
3,430


$
2,134


$
1,924Long-term debt (g)

$
104


$
119


$
366   (a)
    
    Represents wholesale settlements due from GMAC, as well as
    amounts owed by GMAC with respect to the Equipment on operating
    leases, net transferred to us, and the exclusivity fee and
    royalty arrangement.(b)
    
    Primarily represents distributions due from GMAC on our
    Preferred Membership Interests.(c)
    
    Represents amounts funded pursuant to the Participation
    Agreement.(d)
    
    Primarily represents amounts accrued for interest rate support,
    capitalized cost reduction, residual support and lease
    pull-ahead programs and the risk sharing arrangement. 38




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  (e)
    
    Represents wholesale financing, sales of receivable transactions
    and the short-term portion of term loans provided to certain
    dealerships which we own or in which we have an equity interest.
    In addition, it includes borrowing arrangements with GME
    locations and arrangements related to GMACs funding of our
    company-owned vehicles, rental car vehicles awaiting sale at
    auction and funding of the sale of our vehicles in which we
    retain title while the vehicles are consigned to GMAC or
    dealers, primarily in the United Kingdom. Our financing remains
    outstanding until the title is transferred to the dealers. This
    amount also includes the short-term portion of a note provided
    to our wholly-owned subsidiary holding debt related to the
    Equipment on operating leases, net transferred to us from GMAC.(f)
    
    Primarily represents accruals for marketing incentives on
    vehicles which are sold, or anticipated to be sold, to customers
    or dealers and financed by GMAC in the U.S. This includes the
    estimated amount of residual support accrued under the residual
    support and risk sharing programs, rate support under the
    interest rate support programs, operating lease and finance
    receivable capitalized cost reduction incentives paid to GMAC to
    reduce the capitalized cost in automotive lease contracts and
    retail automotive contracts, and costs under lease pull-ahead
    programs. In addition it includes interest accrued on the
    transactions in (e) above.(g)
    
    Primarily represents the long-term portion of term loans and a
    note payable with respect to the Equipment on operating leases,
    net transferred to us mentioned in (e) above.  Statement
    of Operations
    Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


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

$
(2,566
)

$
(1,717
)

$
(3,613
)

$
(2,977
)Cost of sales and other expenses (b)

$
239


$



$
390


$
1Automotive interest income and other non-operating income
    (expense), net (c)

$
85


$
105


$
172


$
212Interest expense (d)

$
59


$
73


$
114


$
153Servicing expense (e)

$
22


$
45


$
50


$
95Derivative gain (loss) (f)

$
(6
)

$
6


$
(1
)

$
1   (a)
    
    Primarily represents the reduction in net sales and revenues for
    marketing incentives on vehicles which are sold, or anticipated
    to be sold, to customers or dealers and financed by GMAC in the
    U.S. This includes the estimated amount of residual support
    accrued under the residual support and risk sharing programs,
    rate support under the interest rate support programs, operating
    lease and finance receivable capitalized cost reduction
    incentives paid to GMAC to reduce the capitalized cost in
    automotive lease contracts and retail automotive contracts, and
    costs under lease pull-ahead programs. This amount is offset by
    net sales for vehicles sold to GMAC for employee and
    governmental lease programs and third party resale purposes.(b)
    
    Primarily represents cost of sales on the sale of vehicles to
    GMAC for employee and governmental lease programs and third
    party resale purposes. Also includes miscellaneous expenses for
    services performed for us by GMAC.(c)
    
    Represents income or loss on our Preferred Membership Interests
    in GMAC, interest earned on amounts outstanding under the
    Participation Agreement, exclusivity and royalty fee income and
    reimbursements by GMAC for certain services we provided.
    Included in this amount is rental income related to GMACs
    primary executive and administrative offices located in the
    Renaissance Center in Detroit, Michigan. The lease agreement
    expires on November 30, 2016.(d)
    
    Represents interest incurred on term loans, notes payable and
    wholesale settlements.(e)
    
    Represents servicing fees paid to GMAC on the automotive leases
    we retained.(f)
    
    Represents gains and losses recognized in connection with a
    derivative transaction entered into with GMAC as the
    counterparty. 39




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
   Note 17. Segment
    Reporting
        out-of-period
  40




---



##### Table of Contents



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


Total


Corporate


Excluding





Other


TotalGMNA


GME


GMLAAM


GMAP


Eliminations


GMA


& Other(a)


FIO


GMAC(c)


Financing(b)


FIO


Total(Dollars in millions)At and For the Three Months Ended June 30, 2008Automotive salesExternal customers

$
19,044


$
9,922


$
5,019


$
3,688


$



$
37,673


$



$
37,673


$



$



$



$
37,673Inter-segment


776



657



90



1,470



(2,993
)


























Total automotive sales


19,820



10,579



5,109



5,158



(2,993
)


37,673







37,673















37,673Financial services and insurance revenues






































483



483



483Total net sales and revenues

$
19,820


$
10,579


$
5,109


$
5,158


$
(2,993
)

$
37,673


$



$
37,673


$



$
483


$
483


$
38,156Depreciation, amortization and impairment

$
1,243


$
523


$
75


$
160


$
11


$
2,012


$
14


$
2,026


$



$
285


$
285


$
2,311Equity in loss of GMAC LLC

$



$



$



$



$



$



$



$



$
(1,930
)

$



$
(1,930
)

$
(1,930
)Interest income

$
221


$
166


$
88


$
26


$
1


$
502


$
(317
)

$
185


$



$
17


$
17


$
202Interest expense

$
638


$
204


$
(10
)

$
52


$
2


$
886


$
(165
)

$
721


$



$
35


$
35


$
756Income (loss) from continuing operations before income taxes,
    equity income and minority interest

$
(9,334
)

$
12


$
442


$
(359
)

$
(14
)

$
(9,253
)

$
(3,499
)

$
(12,752
)

$
(2,551
)

$
(55
)

$
(2,606
)

$
(15,358
)Equity income (loss), net of tax


(6
)


21



9



104







128







128















128Minority interests, net of tax


(6
)


(13
)


(6
)


92







67



(1
)


66







1



1



67Income (loss) from continuing operations before income taxes

$
(9,346
)

$
20


$
445


$
(163
)

$
(14
)

$
(9,058
)

$
(3,500
)

$
(12,558
)

$
(2,551
)

$
(54
)

$
(2,605
)

$
(15,163
)Investments in nonconsolidated affiliates

$
571


$
408


$
55


$
1,296


$



$
2,330


$
37


$
2,367


$
3,454


$



$
3,454


$
5,821Total assets

$
84,844


$
28,544


$
9,437


$
15,267


$
(12,012
)

$
126,080


$
(511
)

$
125,569


$
8,074


$
2,403


$
10,477


$
136,046Goodwill

$
166


$
605


$



$



$



$
771


$



$
771


$



$



$



$
771   41




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##### Table of Contents



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


Total


Corporate


Excluding





Other


TotalGMNA


GME


GMLAAM


GMAP


Eliminations


GMA


& Other(a)


FIO


GMAC(c)


Financing(b)


FIO


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

$
28,775


$
9,056


$
4,262


$
3,690


$



$
45,783


$



$
45,783


$



$



$



$
45,783Inter-segment


888



456



71



1,597



(3,012
)


























Total automotive sales


29,663



9,512



4,333



5,287



(3,012
)


45,783







45,783















45,783Financial services and insurance revenues






































894



894



894Total net sales and revenues

$
29,663


$
9,512


$
4,333


$
5,287


$
(3,012
)

$
45,783


$



$
45,783


$



$
894


$
894


$
46,677Depreciation, amortization and impairment

$
1,426


$
431


$
78


$
131


$
14


$
2,080


$
7


$
2,087


$



$
334


$
334


$
2,421Equity in income of GMAC LLC

$



$



$



$



$



$



$



$



$
118


$



$
118


$
118Interest income

$
298


$
166


$
40


$
41


$



$
545


$
(152
)

$
393


$



$
126


$
126


$
519Interest expense

$
778


$
198


$
(59
)

$
60


$
3


$
980


$
(299
)

$
681


$



$
207


$
207


$
888Income (loss) from continuing operations before income taxes,
    equity income and minority interests

$
(98
)

$
312


$
295


$
282


$
(1
)

$
790


$
(579
)

$
211


$
154


$
86


$
240


$
451Equity income (loss), net of tax


27



12



8



122



1



170







170















170Minority interests, net of tax


(17
)


(9
)


(7
)


(124
)






(157
)






(157
)














(157
)Income (loss) from continuing operations before income taxes

$
(88
)

$
315


$
296


$
280


$



$
803


$
(579
)

$
224


$
154


$
86


$
240


$
464Income from discontinued operations, net of tax

$
107


$



$



$



$



$
107


$



$
107


$



$



$



$
107Investments in nonconsolidated affiliates

$
316


$
436


$
133


$
1,080


$



$
1,965


$
35


$
2,000


$
7,555


$



$
7,555


$
9,555Total assets

$
128,465


$
27,411


$
5,447


$
14,897


$
(9,335
)

$
166,885


$
(215
)

$
166,670


$
13,059


$
6,910


$
19,969


$
186,639Goodwill

$
192


$
500


$



$



$



$
692


$



$
692


$



$



$



$
692   42




---



##### Table of Contents



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


Total


Corporate


Excluding





Other


TotalGMNA


GME


GMLAAM


GMAP


Eliminations


GMA


& Other(a)


FIO


GMAC(c)


Financing(b)


FIO


Total(Dollars in millions)For the Six Months Ended
    June 30, 2008Automotive salesExternal customers

$
43,050


$
19,154


$
9,685


$
7,728


$



$
79,617


$



$
79,617


$



$



$



$
79,617Inter-segment


1,313



1,334



187



2,726



(5,560
)


























Total automotive sales


44,363



20,488



9,872



10,454



(5,560
)


79,617







79,617















79,617Financial services and insurance revenues






































1,028



1,028



1,028Total net sales and revenues

$
44,363


$
20,488


$
9,872


$
10,454


$
(5,560
)

$
79,617


$



$
79,617


$



$
1,028


$
1,028


$
80,645Depreciation, amortization and impairment

$
2,506


$
987


$
155


$
347


$
24


$
4,019


$
25


$
4,044


$



$
496


$
496


$
4,540Equity in loss of GMAC LLC

$



$



$



$



$



$



$



$



$
(3,542
)

$



$
(3,542
)

$
(3,542
)Interest income

$
492


$
339


$
160


$
55


$
1


$
1,047


$
(602
)

$
445


$



$
39


$
39


$
484Interest expense

$
1,272


$
420


$
45


$
105


$
5


$
1,847


$
(352
)

$
1,495


$



$
83


$
83


$
1,578Income (loss) from continuing operations before income taxes,
    equity income and minority interest

$
(10,129
)

$
81


$
960


$
(157
)

$
(12
)

$
(9,257
)

$
(4,528
)

$
(13,785
)

$
(4,279
)

$
49


$
(4,230
)

$
(18,015
)Equity income (loss), net of tax


(26
)


34



14



238







260







260















260Minority interests, net of tax


(3
)


(20
)


(12
)


42







7



(1
)


6







(12
)


(12
)


(6
)Income (loss) from continuing operations before income taxes

$
(10,158
)

$
95


$
962


$
123


$
(12
)

$
(8,990
)

$
(4,529
)

$
(13,519
)

$
(4,279
)

$
37


$
(4,242
)

$
(17,761
)Expenditures for property

$
2,332


$
609


$
153


$
386


$
142


$
3,622


$
503


$
4,125


$



$



$



$
4,125   43




---



##### Table of Contents



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


Total


Corporate


Excluding





Other


TotalGMNA


GME


GMLAAM


GMAP


Eliminations


GMA


& Other(a)


FIO


GMAC(c)


Financing(b)


FIO


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

$
56,289


$
17,126


$
7,726


$
6,933


$



$
88,074


$



$
88,074


$



$



$



$
88,074Inter-segment


1,431



857



184



2,762



(5,234
)


























Total automotive sales


57,720



17,983



7,910



9,695



(5,234
)


88,074







88,074















88,074Financial services and insurance revenues






































1,830



1,830



1,830Total net sales and revenues

$
57,720


$
17,983


$
7,910


$
9,695


$
(5,234
)

$
88,074


$



$
88,074


$



$
1,830


$
1,830


$
89,904Depreciation, amortization and impairment

$
2,792


$
812


$
151


$
278


$
23


$
4,056


$
13


$
4,069


$



$
713


$
713


$
4,782Equity in loss of GMAC LLC

$



$



$



$



$



$



$



$



$
(65
)

$



$
(65
)

$
(65
)Interest 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 (loss) from continuing operations before income taxes,
    equity income and minority interest

$
(309
)

$
314


$
550


$
376


$
(8
)

$
923


$
(789
)

$
134


$
20


$
140


$
160


$
294Equity income (loss), net of tax


40



20



14



249



1



324



2



326















326Minority interests, net of tax


(27
)


(15
)


(14
)


(202
)






(258
)


(1
)


(259
)














(259
)Income (loss) from continuing operations before income taxes

$
(296
)

$
319


$
550


$
423


$
(7
)

$
989


$
(788
)

$
201


$
20


$
140


$
160


$
361Income from discontinuing operations, net of tax

$
211


$



$



$



$



$
211


$



$
211


$



$



$



$
211Expenditures for property

$
1,939


$
359


$
79


$
433


$
27


$
2,837


$
46


$
2,883


$



$
1


$
1


$
2,884   (a)
    
    Corporate and Other recorded charges of $2.8 billion and
    $3.5 billion in the quarter and year to date period ended
    June 30, 2008, respectively, to increase our net liability
    related to the Benefit Guarantee Agreements, primarily due to
    expectations of increased obligations and updated estimates
    reflecting the uncertainty around the nature, value and timing
    of our recoveries upon Delphis emergence from bankruptcy.
    Corporate and Other recorded charges of $575 million in the
    quarter and year to date period ended June 30, 2007 for our
    estimated liabilities under the Benefit Guarantee Agreements and
    Delphi-GM Settlement Agreements.(b)
    
    Other Financing also includes the elimination of net receivables
    from total assets. Receivables eliminated at June 30, 2008
    and 2007 were $4.4 billion and $4.1 billion,
    respectively.(c)
    
    We sold a 51% equity interest in GMAC in November 2006. The
    remaining 49% equity interest is accounted for under the equity
    method and is included in the GMAC segments assets. Refer
    to Notes 5 and 16 for summarized financial information of
    GMAC at and for the quarters and periods ended June 30,
    2008 and 2007.  Note 18. Subsequent
    Events
  Liquidity
    Initiatives   44




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
          Approval
    of Settlement Agreement    Borrowings
    Against Credit Facility    Settlement
    of the General Motors Securities Litigation   45




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  Item 2.
    Managements Discussion and
    Analysis of Financial Condition and Results of Operations  Form 10-K 10-K).
        10-K
  Quarter
    and Year to Date Period Ended June 30, 2008
    Overview    
    Total net sales and revenue 
    Second quarter  Total net sales and revenues declined
    by 18.3%
    Year to date  Total net sales and revenues declined
    by 10.3% 
    Automotive sales 
    Second quarter  Automotive sales declined 17.7%
    reflecting growth at GME and GMLAAM, offset by significantly
    lower revenues at GMNA
    Year to date  Automotive sales declined 9.6%
    reflecting growth at GMAP, GME and GMLAAM, offset by
    significantly lower revenues at GMNA 
    Net loss 
    Second quarter  Net loss of $15.5 billion
    ($27.33 per share)
    Year to date  Net loss of $18.7 billion ($33.07
    per share) 
    Impairment of investment in GMAC Common and Preferred Membership
    Interests 
    Second quarter  Impairment charges of
    $1.3 billion recorded
    Year to date  Impairment charges of $2.8 billion
    recorded 46




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  
    Charges related to Delphi Corporation (Delphi) 
    Second quarter  Additional charges of
    $2.8 billion recorded
    Year to date  Total charges of $3.5 billion
    recorded 
    Second quarter  Significant decline in lease residual
    values resulting in $2.0 billion in charges
    Second quarter  2008 Special Attrition Programs
    result in curtailment and related charges of $3.3 billion
    and 18,700 hourly employees leaving active employment
    Second quarter  Recorded charges of $1.1 billion
    related to announced capacity actions in the U.S. and Canada
    Second quarter  Announced significant capacity,
    operational and liquidity actions to realign our U.S. operations
    with current U.S. economic and market conditions
    Second quarter  American Axle and Manufacturing
    Holdings, Inc. (American Axle) work stoppage settled and
    $0.2 billion to be funded to assist in worker buyouts,
    retirements and wage buydowns
    Second quarter  New labor agreement reached with
    Canadian Auto Workers Union (CAW) resulting in related charges
    of $0.3 billion  Global
    Automotive Industry        Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007GMNA


20.2
%


22.7
%


20.9
%


22.6
%GME


9.4
%


9.4
%


9.5
%


9.5
%GMAP


7.0
%


6.7
%


7.0
%


6.9
%GMLAAM


17.5
%


16.8
%


17.5
%


16.6
%   Near-Term
    Market Challenges  North
    America  pick-up
 47




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    
    In line with our strategy to align production capacity with
    demand, we are eliminating production shifts at certain of our
    North American fullsize
    pick-up
    truck and sport utility vehicle facilities. We estimate that
    this will reduce our production during 2008 by approximately
    130,000 vehicles.
    We are reacting to the shift in the U.S. market by increasing
    production of small and midsize cars. We will add a third shift
    in September to the Orion Assembly Center in Michigan, which
    builds the Chevy Malibu and Pontiac G6. Also in September, we
    plan to add a third shift at Lordstown Car Assembly in Ohio,
    which builds the Chevy Cobalt and Pontiac G5.
    We announced the cessation of production at four truck
    facilities. Oshawa Truck Assembly in Canada, which builds the
    Chevy Silverado and GMC Sierra, will likely cease production in
    2009, while Moraine, Ohio, which builds the Chevy TrailBlazer,
    GMC Envoy and Saab 9-7x, will cease production at the end of the
    2010 model run, or sooner, if demand dictates. Our Janesville,
    Wisconsin facility will cease production of medium-duty trucks
    by the end of 2009, and the Tahoe, Suburban and Yukon in 2010,
    or sooner, if market demand dictates. Chevrolet Kodiak
    medium-duty truck production will also end in Toluca, Mexico, by
    the end of 2008.
    We expect that these actions, along with our earlier decisions
    to eliminate shifts at two other U.S. truck facilities (Pontiac
    and Flint, Michigan), will result in additional GMNA structural
    cost savings of more than $1.0 billion, on an average
    running rate basis, by 2010.
    Finally, we are undertaking a strategic review of the HUMMER
    brand to determine its fit within our portfolio. We are
    currently considering all options, from a complete revamp of the
    product lineup to a partial or complete sale of the brand.      
    Several structural cost actions in North America, including
    further reductions in truck capacity and related component,
    stamping, and powertrain capacity;
    Reductions in U.S. and Canada salaried cash expenses;
    Limiting our capital expenditures;
    Improving working capital in North America and Europe;
    Deferring certain payments related to the Settlement Agreement;
    and
    Suspending future dividend payments.        pick-up
 48




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
          Europe    2008
    Priorities Update  10-K,
  
    Continue to execute great products;
    Build strong brands and distribution channels;
    Execute additional cost reduction initiatives; 49




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  
    Grow aggressively in emerging markets;
    Continue development and implementation of our advanced
    propulsion strategy; and
    Drive the benefits of managing the business globally.    Continue
    to Execute Great Products.    Build
    Strong Brands and Distribution Channels.    Execute
    Additional Cost Reduction Initiatives.    Grow
    Aggressively in Emerging Markets.    Continue
    to Develop and Implement our Advanced Propulsion
    Strategy.   50




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Drive the
    Benefits of Managing the Business Globally.    Consolidated
    Results of Operations
  Three Months Ended


Six Months Ended


Three Months Ended


Six Months EndedJune 30,


June 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


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

$
37,673


$
45,783


$
79,617


$
88,074


$
(8,110
)


(17.7
)%

$
(8,457
)


(9.6
)%Financial services and insurance revenues


483



894



1,028



1,830



(411
)


(46.0
)%


(802
)


(43.8
)%Total net sales and revenues


38,156



46,677



80,645



89,904



(8,521
)


(18.3
)%


(9,259
)


(10.3
)%Costs and expenses:Automotive cost of sales


43,546



41,666



81,698



80,395



1,880



4.5
%


1,303



1.6
%Selling, general and administrative expense


3,754



3,293



7,453



6,604



461



14.0
%


849



12.9
%Financial services and insurance expense


579



811



1,075



1,694



(232
)


(28.6
)%


(619
)


(36.5
)%Other expenses


2,753



575



3,484



575



2,178



n.m.



2,909



n.m.Operating income (loss)


(12,476
)


332



(13,065
)


636



(12,808
)


n.m.



(13,701
)


n.m.Equity in income (loss) of GMAC LLC


(1,930
)


118



(3,542
)


(65
)


(2,048
)


n.m.



(3,477
)


n.m.Automotive interest and other expense, net


(952
)


1



(1,408
)


(277
)


(953
)


n.m.



(1,131
)


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


(15,358
)


451



(18,015
)


294



(15,809
)


n.m.



(18,309
)


n.m.Income tax expense (benefit)


308



(320
)


961



(381
)


(628
)


(196.3
)%


(1,342
)


n.m.Equity income, net of tax


128



170



260



326



(42
)


(24.7
)%


(66
)


(20.2
)%Minority interests, net of tax


67



(157
)


(6
)


(259
)


224



142.7
%


253



97.7
%Income (loss) from continuing operations


(15,471
)


784



(18,722
)


742



(16,255
)


n.m.



(19,464
)


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






107







211



(107
)


(100.0
)%


(211
)


(100.0
)%Net income (loss)

$
(15,471
)

$
891


$
(18,722
)

$
953


$
(16,362
)


n.m.


$
(19,675
)


n.m.Automotive cost of sales rate


115.6
%


91.0
%


102.6
%


91.3
%


24.6
%


n.m



11.3
%


n.mNet margin from net income (loss)


(40.5
)%


1.9
%


(23.2
)%


1.1
%


(42.4
)%


n.m



(24.3
)%


n.m     Quarter
    and Year to Date Period Ended June 30, 2008 Compared to
    Quarter and Year to Date Period Ended June 30,
    2007  pick-up
 51




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    out-of-period
    Changes
    in Consolidated Financial Condition  Accounts
    and Notes Receivable, Net     52




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Inventories      Financing
    Equipment on Operating Leases, Net      pick-up
  Financing
    Debt      Equity in
    Net Assets of GMAC LLC     53




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Other
    Current Assets and Deferred Income Taxes    Deferred
    Income Tax Asset      Short-term
    Borrowings and Current Portion of Long-term Debt      Long-term
    Debt      Accrued
    Expenses   54




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     GMA
    Operations Financial Review
  Three Months Ended


Six Months Ended


Three Months Ended


Six Months EndedJune 30,


June 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


%(Dollars in millions)Total net sales and revenue

$
37,673


$
45,783


$
79,617


$
88,074


$
(8,110
)


(17.7
)%

$
(8,457
)


(9.6
)%Automotive cost of sales


43,406



41,668



81,639



80,281



1,738



4.2
%


1,358



1.7
%Selling, general and administrative expense


3,276



3,132



6,718



6,278



144



4.6
%


440



7.0
%Operating income (loss)


(9,009
)


983



(8,740
)


1,515



(9,992
)


n.m.



(10,255
)


n.m.Automotive interest and other expense, net


(244
)


(193
)


(517
)


(592
)


(51
)


(26.4
)%


75



12.7
%Income (loss) from continuing operations before income taxes,
    equity income and minority interests


(9,253
)


790



(9,257
)


923



(10,043
)


n.m.



(10,180
)


n.m.Equity income, net of tax


128



170



260



324



(42
)


(24.7
)%


(64
)


(19.8
)%Minority interests, net of tax


67



(157
)


7



(258
)


224



142.7
%


265



102.7
%Income (loss) from continuing operations before income taxes

$
(9,058
)

$
803


$
(8,990
)

$
989


$
(9,861
)


n.m.


$
(9,979
)


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

$



$
107


$



$
211


$
(107
)


(100.0
)%

$
(211
)


(100.0
)%Automotive cost of sales rate


115.2
%


91.0
%


102.5
%


91.2
%


24.2
%


n.m.



11.3
%


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


(24.6
)%


1.7
%


(11.6
)%


1.0
%


(26.3
)%


n.m.



(12.6
)%


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


2,224



2,410



4,457



4,750



(186
)


(7.7
)%


(293
)


(6.2
)%Vehicle Sales (b):Industry


18,522



18,229



36,648



35,692



292



1.6
%


956



2.7
%GM


2,287



2,407



4,540



4,675



(120
)


(5.0
)%


(135
)


(2.9
)%GM market share  Worldwide


12.3
%


13.2
%


12.4
%


13.1
%


(0.9
)%


n.m.



(0.7
)%


n.m.    (a)
    
    Production volume represents the number of vehicles manufactured
    by our assembly facilities and also includes vehicles produced
    by certain joint ventures.(b)
    
    Vehicle sales primarily represent sales to the ultimate customer.   55




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Quarter
    and Year to Date Period Ended June 30, 2008 Compared to
    Quarter and Year to Date Period Ended June 30,
    2007  Industry
    Global Vehicle Sales        GM Global
    Vehicle Sales          Total Net
    Sales and Revenue      Automotive
    Cost of Sales   56




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     Selling,
    General and Administrative Expense      Automotive
    Interest and Other Income (Expense), Net      Equity
    Income, Net of Tax      Minority
    Interests, Net of Tax      Income
    from Discontinued Operations, Net of Tax    Supplemental
    Categories for Expenses
     57




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
        Three Months Ended


Six Months Ended


Three Months Ended


Six Months EndedJune 30,


June 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


%(Dollars in billions)Contribution costs (a)

$
28.9


$
31.9


$
58.1


$
61.0


$
(3.0
)


(9.4
)%

$
(2.9
)


(4.8
)%Structural costs (b)


12.9



12.6



26.0



25.3



0.3



2.4
%


0.7



2.8
%Impairment, restructuring and other charges (c)


5.1



0.2



5.4



0.3



4.9



n.m.



5.1



n.m.Derivative and certain foreign currency related items (d)


(0.2
)


0.1



(1.2
)






(0.3
)


n.m.



(1.2
)


n.m.Total

$
46.7


$
44.8


$
88.3


$
86.6


$
1.9



4.2
%

$
1.7



2.0
%Automotive cost of sales

$
43.4


$
41.7


$
81.6


$
80.3


$
1.7



4.1
%

$
1.3



1.6
%Selling, general and administrative expense


3.3



3.1



6.7



6.3



0.2



6.5
%


0.4



6.3
%Total

$
46.7


$
44.8


$
88.3


$
86.6


$
1.9



4.2
%

$
1.7



2.0
%   (a)
    
    Contribution costs are expenses that we consider to be variable
    with production. The amount of contribution costs included in
    Automotive cost of sales was $28.6 billion and
    $31.6 billion in the quarters ended June 30, 2008 and
    2007, respectively, and those costs were comprised of material
    cost, freight and policy and warranty expenses. The amount of
    contribution costs classified in Selling, general and
    administrative expenses was $0.3 billion in each of the
    quarters ended June 30, 2008 and 2007 and these costs were
    incurred primarily in connection with our dealer advertising
    programs. The amount of contribution costs included in
    Automotive cost of sales was $57.6 billion and
    $60.5 billion in the year to date periods ended
    June 30, 2008 and 2007, respectively. The amount of
    contribution costs classified in Selling, general and
    administrative expenses was $0.5 billion in each of the
    year to date periods ended June 30, 2008 and 2007.(b)
    
    Structural costs are expenses that do not generally vary with
    production and are recorded in both Automotive cost of sales and
    Selling, general and administrative expense. Such costs include
    manufacturing labor, pension and other postemployment benefits
    (OPEB) costs, engineering expense and marketing related costs.
    Certain costs related to restructuring and impairments that are
    included in Automotive cost of sales are also excluded from
    structural costs. The amount of structural costs included in
    Automotive cost of sales was $9.9 billion and
    $9.8 billion in the quarters ended June 30, 2008 and
    2007, respectively, and the amount of structural costs included
    in Selling, general and administrative 58




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES   (c)
    
    Impairment, restructuring and other charges are included in
    Automotive cost of sales.(d)
    
    Derivative and certain foreign currency related items are
    included in Automotive cost of sales.  Contribution
    Costs  pick-up
    Structural
    Costs      Restructuring
    and Other Charges    Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007(Dollars in millions)Special attrition programs

$
3,277


$
(6
)

$
3,478


$
(24
)Restructuring initiatives


1,274



136



1,397



231Asset impairments






100







109Other


537



(6
)


537



(47
)Total

$
5,088


$
224


$
5,412


$
269     
    $3.3 billion of total charges for restructuring initiatives
    in GMNA related to special attrition programs, including related
    curtailment charges; 59




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  
    $1.3 billion of total charges for restructuring initiatives
    as follows: GMNA, $1.1 billion; GME, $0.1 billion;
    GMAP, $0.1 billion;
    $0.3 billion of charges at GMNA related to our agreement
    with the CAW and $0.2 billion of charges at GMNA related to
    support we provided to American Axle.    
    $91 million net charge for restructuring initiatives at
    GMNA, including special attrition programs and $30 million
    and $9 million of charges for restructuring initiatives at
    GME and GMAP, respectively;
    $95 million and $14 million of charges for asset
    specific impairment at GMNA and GMAP, respectively; and
    Adjustment of $6 million at GMNA in conjunction with
    cessation of production at a previously divested business.    
    $3.5 billion of total charges for restructuring initiatives
    in GMNA related to special attrition programs, including related
    curtailment charges;
    $1.4 billion of total charges for restructuring initiatives
    as follows: GMNA, $1.1 billion; GME, $0.2 billion;
    GMAP, $0.1 billion;
    $0.5 billion of other charges at GMNA noted above.    
    $24 million of adjustments for restructuring initiatives in
    GMNA related to special attrition programs;
    $0.2 billion of total charges for restructuring initiatives
    as follows: GMNA, $95 million; GME, $87 million; GMAP,
    $49 million;
    $95 million and $14 million of charges for asset
    specific impairment at GMNA and GMAP, respectively; and
    Adjustment of $47 million in conjunction with cessation of
    production at a previously divested business.  Derivative
    and Foreign Currency Related Items   60




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   GMA
    Regional Results
  GM
    North America  Three Months Ended


Six Months Ended


Three Months Ended


Six Months EndedJune 30,


June 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


%(Dollars in millions)Total net sales and revenue

$
19,820


$
29,663


$
44,363


$
57,720


$
(9,843
)


(33.2
)%

$
(13,357
)


(23.1
)%Automotive cost of sales


27,042



27,595



50,084



53,448



(553
)


(2.0
)%


(3,364
)


(6.3
)%Selling, general and administrative expense


1,808



1,809



3,840



3,801



(1
)


(0.1
)%


39



1.0
%Operating income (loss)


(9,030
)


259



(9,561
)


471



(9,289
)


n.m.



(10,032
)


n.m.Automotive interest and other expense, net


(304
)


(357
)


(568
)


(780
)


53



14.8
%


212



27.2
%Loss from continuing operations before income taxes, equity
    income and minority interests


(9,334
)


(98
)


(10,129
)


(309
)


(9,236
)


n.m.



(9,820
)


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


(6
)


27



(26
)


40



(33
)


(122.2
)%


(66
)


(165.0
)%Minority interests, net of tax


(6
)


(17
)


(3
)


(27
)


11



64.7
%


24



88.9
%Loss from continuing operations before income taxes

$
(9,346
)

$
(88
)

$
(10,158
)

$
(296
)

$
(9,258
)


n.m.


$
(9,862
)


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

$



$
107


$



$
211


$
(107
)


(100.0
)%

$
(211
)


(100.0
)%Automotive cost of sales rate


136.4
%


93.0
%


112.9
%


92.6
%


43.4
%


n.m.



20.3
%


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


(47.1
)%


(0.3
)%


(22.8
)%


(0.5
)%


(46.8
)%


n.m.



(22.3
)%


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


382



402



742



801



(20
)


(5.0
)%


(59
)


(7.4
)%Trucks


452



740



977



1,404



(288
)


(38.9
)%


(427
)


(30.4
)%Total


834



1,142



1,719



2,205



(308
)


(27.0
)%


(486
)


(22.0
)%Vehicle Sales (b):Industry  North America


4,779



5,296



9,140



9,992



(518
)


(9.8
)%


(852
)


(8.5
)%GMNA


964



1,200



1,911



2,256



(236
)


(19.7
)%


(344
)


(15.3
)%GM market share  North America


20.2
%


22.7
%


20.9
%


22.6
%


(2.5
)%


n.m.



(1.7
)%


n.m.Industry  U.S.


3,909



4,441



7,550



8,428



(532
)


(12.0
)%


(878
)


(10.4
)%GM market share  U.S. industry


20.4
%


22.8
%


21.3
%


22.8
%


(2.4
)%


n.m.



(1.5
)%


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


17.1
%


19.4
%


18.0
%


19.4
%


(2.3
)%


n.m.



(1.4
)%


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


24.3
%


26.0
%


24.6
%


25.7
%


(1.7
)%


n.m.



(1.1
)%


n.m.    (a)
    
    Production volume represents the number of vehicles manufactured
    by our assembly facilities and also includes vehicles produced
    by certain joint ventures.(b)
    
    Vehicle sales primarily represent sales to the ultimate customer. 61




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Quarter
    and Year to Date Period Ended June 30, 2008 Compared to
    Quarter and Year to Date Period Ended June 30,
    2007  Industry
    Vehicle Sales    Total Net
    Sales and Revenue  pick-up pick-up
  pick-up pick-up
      pick-up
    Automotive
    Cost of Sales   62




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
        Selling,
    General and Administrative Expense    Automotive
    Interest and Other Income (Expense), Net    Equity
    Income (Loss), Net of Tax    Income
    from Discontinued Operations, Net of Tax   63




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Europe  Three Months Ended


Six Months Ended


Three Months Ended


Six Months EndedJune 30,


June 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


%(Dollars in millions)Total net sales and revenue

$
10,579


$
9,512


$
20,488


$
17,983


$
1,067



11.2
%

$
2,505



13.9
%Automotive cost of sales


9,737



8,580



18,767



16,388



1,157



13.5
%


2,379



14.5
%Selling, general and administrative expense


793



670



1,560



1,332



123



18.4
%


228



17.1
%Operating income


49



262



161



263



(213
)


(81.3
)%


(102
)


(38.8
)%Automotive interest and other income (expense), net


(37
)


50



(80
)


51



(87
)


(174.0
)%


(131
)


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


12



312



81



314



(300
)


(96.2
)%


(233
)


(74.2
)%Equity income, net of tax


21



12



34



20



9



75.0
%


14



70.0
%Minority interests, net of tax


(13
)


(9
)


(20
)


(15
)


(4
)


(44.4
)%


(5
)


(33.3
)%Income from continuing operations before income taxes

$
20


$
315


$
95


$
319


$
(295
)


(93.7
)%

$
(224
)


(70.2
)%Automotive cost of sales rate


92.0
%


90.2
%


91.6
%


91.1
%


1.8
%


n.m.



0.5
%


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


0.1
%


3.3
%


0.4
%


1.7
%


(3.2
)%


n.m.



(1.3
)%


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


495



464



988



975



31



6.7
%


13



1.3
%Vehicle Sales (b):Industry  Europe


6,267



6,122



12,227



11,848



145



2.4
%


379



3.2
%GM Europe


590



575



1,161



1,129



15



2.5
%


32



2.8
%GM market share  Europe


9.4
%


9.4
%


9.5
%


9.5
%



%


n.m.




%


n.m.GM market share  Germany


9.2
%


9.2
%


9.3
%


9.6
%



%


n.m.



(0.3
)%


n.m.GM market share  United Kingdom


16.0
%


15.9
%


15.3
%


15.4
%


0.1
%


n.m.



(0.1
)%


n.m.GM market share  Russia


10.7
%


9.7
%


11.3
%


9.5
%


1.0
%


n.m.



1.8
%


n.m.    (a)
    
    Production volume represents the number of vehicles manufactured
    by our assembly facilities and also includes vehicles produced
    by certain joint ventures.(b)
    
    Vehicle sales primarily represent sales to the ultimate
    customer, including unit sales of Chevrolet brand products in
    the region. The financial results from sales of Chevrolet brand
    products are reported as part of GMAP, because those vehicles
    are sold by GM Daewoo. 64




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Quarter
    and Year to Date Period Ended June 30, 2008 Compared to
    Quarter and Year to Date Period Ended June 30,
    2007  Industry
    Vehicle Sales      Total Net
    Sales and Revenue          Automotive
    Cost of Sales     65




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     Selling,
    General, and Administrative Expense      GM
    Latin America/Africa/Mid-East  Three Months Ended


Six Months Ended


Three Months Ended


Six Months EndedJune 30,


June 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


%(Dollars in millions)Total net sales and revenue

$
5,109


$
4,333


$
9,872


$
7,910


$
776



17.9
%

$
1,962



24.8
%Automotive cost of sales


4,545



3,850



8,569



7,011



695



18.1
%


1,558



22.2
%Selling, general and administrative expense


243



297



499



474



(54
)


(18.2
)%


25



5.3
%Operating income


321



186



804



425



135



72.6
%


379



89.2
%Automotive interest and other income, net


121



109



156



125



12



11.0
%


31



24.8
%Income from continuing operations before income taxes, equity
    income and minority interests


442



295



960



550



147



49.8
%


410



74.5
%Equity income, net of tax


9



8



14



14



1



12.5
%







%Minority interests, net of tax


(6
)


(7
)


(12
)


(14
)


1



14.3
%


2



14.3
%Income from continuing operations before income taxes

$
445


$
296


$
962


$
550


$
149



50.3
%.

$
412



74.9
%.Automotive cost of sales rate


89.0
%


88.9
%


86.8
%


88.6
%


0.1
%


n.m.



(1.8
)%


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


8.7
%


6.8
%


9.7
%


7.0
%


1.9
%


n.m.



2.7
%


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


276



233



519



455



43



18.5
%


64



14.1
%Vehicle Sales (b):Industry  LAAM


1,982



1,750



3,826



3,394



232



13.3
%


432



12.7
%GMLAAM


346



294



670



564



52



17.7
%


106



18.7
%GM market share  LAAM


17.5
%


16.8
%


17.5
%


16.6
%


0.7
%


n.m.



0.9
%


n.m.GM market share  Brazil


20.0
%


20.1
%


20.4
%


20.1
%


(0.1
)%


n.m.



0.3
%


n.m.    (a)
    
    Production volume represents the number of vehicles manufactured
    by our assembly facilities and also includes vehicles produced
    by certain joint ventures.(b)
    
    Vehicle sales primarily represent sales to the ultimate customer. 66




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Quarter
    and Year to Date Period Ended June 30, 2008 Compared to
    Quarter and Year to Date Period Ended June 30,
    2007  Industry
    Vehicle Sales        Total Net
    Sales and Revenue      Automotive
    Cost of Sales      Selling,
    General and Administrative Expense   67




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     Automotive
    Interest and Other Income, Net         68




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Asia Pacific  Three Months Ended


Six Months Ended


Three Months Ended


Six Months EndedJune 30,


June 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


%(Dollars in millions)Total net sales and revenue

$
5,158


$
5,287


$
10,454


$
9,695


$
(129
)


(2.4
)%

$
759



7.8
%Automotive cost of sales


5,066



4,659



9,779



8,668



407



8.7
%


1,111



12.8
%Selling, general and administrative expense


430



354



813



667



76



21.5
%


146



21.9
%Operating income (loss)


(338
)


274



(138
)


360



(612
)


n.m.



(498
)


(138.3
)%Automotive interest and other income (expense), net


(21
)


8



(19
)


16



(29
)


n.m.



(35
)


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


(359
)


282



(157
)


376



(641
)


n.m.



(533
)


(141.8
)%Equity income, net of tax


104



122



238



249



(18
)


(14.8
)%


(11
)


(4.4
)%Minority interests, net of tax


92



(124
)


42



(202
)


216



174.2
%


244



120.8
%Income (loss) from continuing operations before income tax

$
(163
)

$
280


$
123


$
423


$
(443
)


(158.2
)%

$
(300
)


(70.9
)%Automotive cost of sales rate


98.2
%


88.1
%


93.5
%


89.4
%


10.1
%


n.m.



4.1
%


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


(7.0
)%


5.3
%


(1.5
)%


3.9
%


(12.3
)%


n.m.



(5.4
)%


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


619



571



1,231



1,115



48



8.4
%


116



10.4
%Vehicle Sales (a)(c):Industry  Asia Pacific


5,494



5,061



11,455



10,458



433



8.5
%


997



9.5
%GMAP


387



338



798



726



49



14.6
%


72



9.9
%GM market share  Asia Pacific (d)


7.0
%


6.7
%


7.0
%


6.9
%


0.3
%


n.m.



0.1
%


n.m.GM market share  Australia


12.2
%


14.5
%


12.7
%


14.7
%


(2.3
)%


n.m.



(2.0
)%


n.m.GM market share  China (d)


11.3
%


10.7
%


11.9
%


12.3
%


0.6
%


n.m.



(0.4
)%


n.m.    (a)
    
    Includes GM Daewoo, Shanghai GM and SAIC-GM-Wuling Automobile
    Co., Ltd. (SGMW) joint venture production/sales. We own 34% of
    SGMW and under the joint venture agreement have significant
    rights as a member as well as the contractual right to report
    SGMW sales in China as part of our global market share.(b)
    
    Production volume represents the number of vehicles manufactured
    by our assembly facilities and also includes vehicles produced
    by certain joint ventures.(c)
    
    Vehicle sales primarily represent sales to the ultimate customer.(d)
    
    Includes SGMW joint venture sales. 69




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Quarter
    and Year to Date Period Ended June 30, 2008 Compared to
    Quarter and Year to Date Period Ended June 30,
    2007  Industry
    Vehicle Sales        Total Net
    Sales and Revenue      Automotive
    Cost of Sales      Selling,
    General and Administrative Expense     70




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Automotive
    Interest and Other Income, Net    Equity
    Income, Net of Tax    Minority
    Interests, Net of Tax      FIO
    Financial Review
      10-K,
  
    The instability of the global credit and mortgage markets and
    the related effect on GMACs Residential Capital, LLC
    (ResCap) subsidiary as well as its automotive finance, insurance
    and other operations;
    The deteriorating conditions in the residential and home
    building markets, including significant changes in the mortgage
    secondary market, tightening underwriting guidelines and reduced
    product offerings;
    Recent credit downgrades of GMAC and ResCap and the effect on
    their ability to raise capital necessary on acceptable terms; and
    Effect of the expected near-term automotive market conditions on
    GMACs automotive finance operations.    
    Reduced commitment levels and lower effective advance rates for
    secured funding at ResCap;
    The necessity of GMAC continuing to provide funding and capital
    infusions to its ResCap subsidiary; 71




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  
    Further deterioration in the residential and home building
    markets and the uncertainty of the timing of any recovery;
    Further instability in the global credit and mortgage markets;
    and
    Further downgrades of GMACs and ResCaps credit
    ratings.    
    Reduced consumer demand for automobiles, particularly
    pick-up
    trucks and sport utility vehicles;
    Deterioration in the residual value of GMACs vehicles on
    operating leases, resulting in an impairment charge of
    $716 million; and
    Increased instability of the European credit and mortgage
    markets combined with the continuing instability of the global
    markets caused significant losses at as well as liquidity issues
    for ResCap.    pick-up pick-up
  Quarter
    and Year to Date Period Ended June 30, 2008 Compared to
    Quarter and Year to Date Period Ended June 30,
    2007     72




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     held-for-sale
         73




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Corporate
    and Other Operations
  Three Months


Six MonthsThree Months


Six Months


Ended


EndedEnded


Ended


2008 vs. 2007


2008 vs. 2007June 30,


June 30,


Change


Change2008


2007


2008


2007


Amount


%


Amount


%(Dollars in millions)Total net sales and revenues

$



$



$



$



$





%

$
Automotive cost of sales


140



(2
)


59



114



142



n.m.



(55
)


(48.2
)%Selling, general and administrative expense


478



161



735



326



317



196.9
%


409



125.5
%Other expense


2,807



575



3,593



575



2,232



n.m.



3,018



n.m.Operating loss


(3,425
)


(734
)


(4,387
)


(1,015
)


(2,691
)






(3,372
)


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


(74
)


155



(141
)


226



(229
)


(147.7
)%


(367
)


(162.4
)%Loss from continuing operations before income taxes, other
    equity income and minority interests


(3,499
)


(579
)


(4,528
)


(789
)


(2,920
)


n.m.



(3,739
)


n.m.Income tax expense (benefit)


1,045



(364
)


1,690



(431
)


1,409



n.m.



2,121



n.m.Equity income, net of tax














2







n.m.



(2
)


(100.0
)%Minority interests, net of tax


(1
)






(1
)


(1
)


(1
)


n.m.







n.m.Net loss

$
(4,545
)

$
(215
)

$
(6,219
)

$
(357
)

$
(4,330
)





$
(5,862
)       Quarter
    and Year to Date Period Ended June 30, 2008 Compared to
    Quarter and Year to Date Period Ended
    June 30, 2007         74




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
          2
  2
      Key
    Factors Affecting Future and Current Results
  Settlement
    Agreement   75




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    10-K;
             76




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   25-year
    2008
    Special Attrition Programs and U.S. Facility
    Idlings      Delphi
    Bankruptcy  Background   77




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     Labor
    Settlements      Delphi-GM
    Settlement Agreements    
    Reimburse Delphi for its costs to provide OPEB to certain of
    Delphis hourly retirees from and after January 1,
    2007 through the date that Delphi ceases to provide such
    benefits;
    Reimburse Delphi for the normal cost of credited
    service in Delphis pension plan between January 1,
    2007 and the date its pension plans are frozen;
    Assume $1.5 billion of net pension obligations of Delphi
    and Delphi providing us a $1.5 billion note receivable;
    Reimburse Delphi for all retirement incentives and half of the
    buyout payments made pursuant to the various attrition program
    provisions and to reimburse certain U.S. hourly buydown payments
    made to hourly employees of Delphi;
    Award future product programs to Delphi and provide Delphi with
    ongoing preferential sourcing for other product programs, with
    Delphi re-pricing existing and awarded business;
    Reimburse certain U.S. hourly labor costs incurred to produce
    systems, components and parts for us from October 1, 2006
    through September 14, 2015 at certain U.S. facilities owned
    or to be divested by Delphi (Labor Cost Subsidy);
    Reimburse Delphis cash flow deficiency attributable to
    production at certain U.S. facilities that continue to produce
    systems, components and parts for us until the facilities are
    either closed or sold by Delphi (Production Cash Burn Support);
    and
    Guarantee a minimum recovery of the net working capital that
    Delphi has invested in certain businesses held for sale.   78




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    Delphi
    POR      Risks if
    Delphi Cannot Emerge From Bankruptcy      GM
    Contingent Liability   79




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    Investigations        Liquidity
    and Capital Resources
   80




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     GMA


Financing and InsuranceSix Months Ended June 30,2008


2007


2008


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

$
(3,062
)

$
2,983


$
874


$
1,044Cash provided by discontinued operating activities






240







Net cash provided by (used in) operating activities


(3,062
)


3,223



874



1,044Cash flows from investing activitiesExpenditures for property


(4,125
)


(2,883
)






(1
)Investments in marketable securities, acquisitions


(2,172
)


(5,961
)






(10
)Investments in marketable securities, liquidations


3,129



4,527



12



5Capital contribution to GMAC LLC






(1,022
)






Operating leases, liquidations










1,863



1,613Net investing activity with Financing and Insurance Operations


753



476







Other


(412
)


(121
)


153



10Net cash provided by (used in) continuing investing
    activities


(2,827
)


(4,984
)


2,028



1,617Cash used in discontinued investing activities






(13
)






Net cash provided by (used in) investing activities


(2,827
)


(4,997
)


2,028



1,617Cash flows from financing activitiesNet increase (decrease) in short-term borrowing


530



(272
)


(2,122
)


(2,290
)Borrowings of long-term debt


929



1,572







Payments made on long-term debt


(806
)


(1,132
)






Net financing activity with Automotive and Other Operations










(753
)


(476
)Cash dividends paid to stockholders


(283
)


(283
)






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


370



(115
)


(2,875
)


(2,766
)Cash used in discontinued financing activities














Net cash provided by (used in) financing activities


370



(115
)


(2,875
)


(2,766
)Effect of exchange rate changes on cash and cash equivalents


229



169







Net transactions with Automotive/Financing Operations


97



(14
)


(97
)


14Net decrease in cash and cash equivalents


(5,193
)


(1,734
)


(70
)


(91
)Cash and cash equivalents at beginning of the period


24,549



23,774



268



349Cash and cash equivalents at end of the period

$
19,356


$
22,040


$
198


$
258   Recent
    Initiatives  2008-2009
  
    Costs to implement long-term cost-cutting and restructuring
    plans such as capacity reduction programs and assistance to
    Delphi;
    Continuing capital expenditures of $8.0 billion for 2008
    and $7.0 billion in 2009;
    Scheduled U.S. term debt and lease maturities through 2009 of
    $2.9 billion; and 81




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  
    Scheduled cash contributions of $7.0 billion at the Final
    Settlement Date for the benefit of the New VEBA trust to be
    established pursuant to the Settlement Agreement regarding
    postretirement medical care.      
    Salaried employment savings (estimated $1.5 billion
    impact)  We plan further salaried headcount
    reductions in the U.S. and Canada in 2008, which will be
    achieved through normal attrition, early retirements, mutual
    separation programs and other tools. In addition, health care
    coverage for U.S. salaried retirees over 65 will be eliminated,
    effective January 1, 2009. Affected retirees and surviving
    spouses will receive a pension increase from our overfunded U.S.
    salaried plan to help offset costs of Medicare and supplemental
    coverage. In addition, there will be no new base compensation
    increases for U.S. and Canadian salaried employees for the
    remainder of 2008 and 2009. We are also eliminating
    discretionary cash bonuses for the executive group in 2008.
    GMNA structural cost reductions (estimated $2.5 billion
    impact)  The reductions will be partially
    achieved through further adjustments in truck capacity and
    related component, stamping and powertrain capacity in response
    to lower U.S. industry volume. Truck capacity is expected
    to be reduced by 300,000 vehicles by the end of 2009. We will
    also reduce and consolidate sales and marketing budgets, with a
    focus on protecting launch products and brand advertising.
    Engineering spending in 2008 and 2009 will be held at
    2006-2007
    levels, substantially lower than original plans. These operating
    actions, combined with the benefits of the 2007 GM-UAW labor
    agreement, are targeted to reduce North American structural
    costs from $33.2 billion in 2007 to approximately
    $26.0 billion to $27.0 billion in 2010, a reduction of
    $6.0 billion to $7.0 billion.
    Capital expenditure reductions (estimated $1.5 billion
    impact)  We will reduce capital expenditures to
    $7.0 billion in 2009 versus prior plans of
    $8.5 billion. The major components of the reduction are
    related to a delay in the next generation large
    pick-up
    truck and sport utility vehicle programs, as well as V-8 engine
    development. There will also be reductions in non-product
    capital spending. These reductions will be partially offset by
    increases in powertrain spending related to alternative
    propulsion, small displacement engines and fuel economy
    technologies. The expected 2009 capital spending level will
    still be greater than the annual spending levels in 2005 through
    2007 (after excluding GMT 900 fullsize
    pick-up
    trucks and sport utility vehicles). Beyond 2009, capital
    expenditures are expected to stabilize in the $7.0 billion
    to $7.5 billion range (excluding China which is self funded
    with our joint venture partner).
    Working capital improvements (estimated $2.0 billion
    impact)  Actions are being taken to improve
    working capital by approximately $2.0 billion in North
    America and Europe, primarily related to the reduction of raw
    material,
    work-in-progress
    and finished goods inventory levels as well as lean inventory
    practices at parts warehouses. GMNA and GME inventories will be
    reduced by $1.5 billion and $0.5 billion,
    respectively, from planned year end 2008 levels.
    UAW VEBA payment deferrals (estimated $1.7 billion
    impact)  We will defer approximately
    $1.7 billion of payments that had been scheduled to be made
    to a temporary asset account over 2008 and 2009 for the
    establishment of the new UAW VEBA. The outstanding payable
    resulting from this deferral will accrue interest at 9% per
    annum. The UAW and class counsel have agreed that the deferral
    will not represent a change in or breach of the Settlement
    Agreement. We expect that the VEBA agreement will be implemented
    on the later of January 1, 2010 or final court approval of
    the Settlement Agreement. Within 20 business days of the Final
    Settlement Date, deferred payments, plus interest plus
    additional contractual amounts will be due to the trust. These
    amounts will total approximately $7.0 billion.
    Dividend suspension (estimated $0.8 billion
    impact)  Our Board of Directors has suspended
    dividends on our common stock. 82




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     
    Asset sales  We are undertaking a broad global
    assessment of our assets for possible sale or monetization,
    which is expected to generate approximately $2.0 billion to
    $4.0 billion of additional liquidity. We believe there is
    significant liquidity potential from asset sales, which can be
    achieved without negatively impacting our strategic direction.
    We have engaged outside advisors to evaluate our alternatives.
    Capital market activities  We will continue to
    access the global capital markets on an opportunistic basis. We
    are targeting at least $2.0 billion to $3.0 billion of
    financing. We have gross unencumbered assets of over
    $20.0 billion, which could support a debt offering, or
    multiple offerings well in excess of the initially targeted
    $2.0 billion to $3.0 billion, depending on market
    conditions. Such assets include stock of foreign subsidiaries,
    brands, our investment in GMAC, and real estate.  Available
    Liquidity        June 30,


December 31,


June 30,2008


2007


2007(Dollars in billions)Cash and cash equivalents

$
19.4


$
24.6


$
22.0Marketable securities


1.1



2.1



1.6Readily-available assets of VEBA trusts


0.5



0.6



3.6Available liquidity


21.0



27.3



27.2Available under credit facilities


7.6



9.9



13.4Total liquidity

$
28.6


$
37.2


$
40.6    83




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
      Credit
    Facilities            Cash
    Flow   84




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
         Debt      Net
    Debt    Other
    Liquidity Issues   85




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   GMAC
    Participation Agreement        Financing
    and Insurance Operations    pick-up
     86




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
        Status
    of Debt Ratings      Rating Agency

Corporate

Secured

Senior Unsecured

OutlookDBRS

B (high)

Not Rated

B

Review  NegativeFitch

B−

BB−

CCC+

NegativeMoodys

B3

Ba3

Caa1

Review  Possible DowngradeS&P

B−

B+

B−

Negative            87




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
      Fair
    Value Measurements
    Fair
    Value Measurements on a Recurring Basis      
    Mortgage-backed securities  Level 3 inputs
    utilized in the fair value measurement process include estimated
    prepayment and default rates on the underlying portfolio which
    are embedded in a proprietary discounted cash flow projection
    model.
    Corporate debt and other securities  Significant
    components of this security category include structured
    investment vehicles, which trade in a market with limited
    liquidity. Level 3 inputs utilized in the fair value
    measurement process include estimated recovery rates on the
    underlying portfolio which are embedded in a proprietary
    discounted cash flow projection model.
    Commodity derivatives  Commodity derivatives include
    purchase contracts from various suppliers that are gross settled
    in the physical commodity. Level 3 inputs utilized in the
    fair value measurement process include estimated projected
    selling prices, quantities purchased and counterparty credit
    ratings, which are then discounted to the expected cash flow.   88




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


Significant Other


Significant


Three Months


Six Monthsfor Identical


Observable


Unobservable


Ended


EndedJune 30,


Assets


Inputs


Inputs


June 30, 2008


June 30, 20082008


(Level 1)


(Level 2)


(Level 3)


Total Losses


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

$
3,454


$



$



$
3,454


$
(726
)

$
(2,036
)Investment in GMAC Preferred Membership Interests


294











294



(608
)


(750
)Total

$
3,748


$



$



$
3,748


$
(1,334
)

$
(2,786
)         pick-up
 89




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
       
    Auto Finance  We obtained industry data, such as
    equity and earnings ratios for other industry participants, and
    developed average multiples for these companies based upon a
    comparison of their businesses to Auto Finance.
    Insurance  We developed a peer group, based upon such
    factors as equity and earnings ratios and developed average
    multiples for these companies.
    Residential Capital, LLC  We obtained industry data
    for an industry participant who we believe to be comparable, and
    also utilized the implied valuation based on an acquisition of
    an industry participant who we believe to be comparable.
    Commercial Finance Group  We obtained industry data,
    such as price and earnings ratios, for other industry
    participants, and developed average multiples for these
    companies based upon a comparison of their businesses to the
    Commercial Finance Group.    
    Utilizing information as to the pricing on similar investments
    and changes in yields of other GMAC securities, we developed a
    discount rate for the valuation.
    Utilizing assumptions as to the receipt of dividends on the GMAC
    Preferred Membership Interests, the expected call date and a
    discounted cash flow model, we developed a present value of the
    related cash flows.    Off-Balance
    Sheet Arrangements     90




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   and/or
      June 30,


December 31,


June 30,2008


2007


2007(Dollars in millions)Assets leased under operating leases

$
1,523


$
2,164


$
2,193Trade receivables sold


380



87



142Total

$
1,903


$
2,251


$
2,335   Dividends
    and/or
   91




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Employees
     June 30,


December 31,


June 30,2008


2007


2007(in thousands)GMNA (a) (b)


133



139



146GME


57



57



59GMLAAM


36



34



33GMAP


35



34



33Other


2



2



3Total


263



266



274   (a)
    
    Includes approximately 3,100 employees of Allison Transmission
    at June 30, 2007.(b)
    
    Of the approximately 18,700 employees who have elected to
    participate in the 2008 Special Attrition Programs at
    June 30, 2008, 7,100 have left active employment prior to
    July 1, 2008, and 11,600 who have left active employment on
    or after July 1, 2008.  Critical
    Accounting Estimates
   10-K,
    Deferred
    Taxes     
    Future reversals of existing taxable temporary differences;
    Future taxable income exclusive of reversing temporary
    differences and carryforwards;
    Taxable income in prior carryback years; and
    Tax-planning strategies.   92




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    
    The possibility for continued or increasing price competition in
    the highly competitive U.S. market;
    Continued high fuel prices and the effect that may have on
    consumer preferences related to our most profitable products,
    fullsize
    pick-up
    trucks and sport utility vehicles;
    Uncertainty over the effect on our cost structure from more
    stringent U.S. fuel economy and global emissions standards which
    may require us to sell a significant volume of alternative fuel
    vehicles across our portfolio;
    Uncertainty as to the future operating results of GMAC; and
    Acceleration of tax deductions for OPEB liabilities as compared
    to prior expectations due to changes associated with the
    Settlement Agreement.      Valuation
    of Cost and Equity Method Investments     93




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    Valuation
    of Vehicle Operating Leases and Lease Residuals          Accounting
    Standards Not Yet Adopted
  Business
    Combinations   94




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    Noncontrolling
    Interests in Consolidated Financial Statements    Disclosures
    about Derivative Instruments and Hedging Activities 
    an Amendment of FASB Statement No. 133    Accounting
    for Convertible Debt Instruments  14-1, 14-1), 14-1 14-1
  Participating
    Share-Based Payment Awards  No. EITF 03-6-1, 03-6-1), 03-6-1 03-6-1
 95




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  03-6-1
  Determination
    of Whether an Equity-Linked Financial Instrument (or Embedded
    Feature) is Indexed to an Entitys Own Stock  No. 07-5, No. 07-5), No. 01-6, No. 01-6). No. 07-5 No. 07-5
  Accounting
    for Collaborative Arrangements  No. 07-1, No. 07-1), No. 99-19, No. 99-19) No. 07-1 No. 07-1 No. 07-1
  Accounting,
    by Lessees, for Nonrefundable Maintenance Deposits  No. 08-3, No. 08-3), No. 08-3 No. 08-3
  Forward-Looking
    Statements
  Forms 10-K 10-Q Form 8-K, Forms 10-K 10-Q Form 8-K,
 96




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  Forms 10-K, 10-Q 8-K.
  
    Our ability to realize production efficiencies, to achieve
    reductions in costs as a result of the turnaround restructuring
    and health care cost reductions and to implement capital
    expenditures at levels and times planned by management;
    The pace of product introductions and development of technology
    associated with the products;
    Shortages of and price increases for fuel;
    Market acceptance of our new products including cars and
    crossovers;
    Significant changes in the competitive environment and the
    effect of competition in our markets, including on our pricing
    policies;
    Our ability to maintain adequate liquidity and financing sources
    and an appropriate level of debt;
    Changes in the existing, or the adoption of new laws,
    regulations, policies or other activities of governments,
    agencies and similar organizations where such actions may affect
    the production, licensing, distribution or sale of our products,
    the cost thereof or applicable tax rates;
    Costs and risks associated with litigation;
    The final results of investigations and inquiries by the SEC;
    Changes in the ability of GMAC to make distributions on the
    Preferred Membership Interests we hold;
    Changes in accounting principles, or their application or
    interpretation, and our ability to make estimates and the
    assumptions underlying the estimates, including the estimates
    for the Delphi pension benefit guarantees, which could result in
    an impact on earnings;
    Negotiations and bankruptcy court actions with respect to
    Delphis obligations to us and our obligations to Delphi,
    negotiations with respect to our obligations under the benefit
    guarantees to Delphi employees and our ability to recover any
    indemnity claims against Delphi;
    Labor strikes or work stoppages at our facilities or our key
    suppliers such as Delphi or financial difficulties at our key
    suppliers such as Delphi;
    Additional credit rating downgrades and the effects thereof;
    Changes in relations with unions and employees/retirees and the
    legal interpretations of the agreements with those unions with
    regard to employees/retirees, including the negotiation of new
    collective bargaining agreements with unions representing our
    employees in the United States other than the UAW;
    Completion of the final settlement with the UAW and UAW
    retirees, including obtaining court approval in a form
    acceptable to us, the UAW, and class counsel; treatment of the
    terms of the 2007 National Agreement pursuant to the Settlement
    Agreement in a form acceptable to us, the UAW and class counsel;
    our completion of discussions with the staff of the SEC
    regarding accounting treatment with respect to the New VEBA and
    the Post-Retirement Medical Benefits for the Covered Group as
    set forth in the Settlement Agreement, on a basis reasonably
    satisfactory to us; and as applicable, a determination by us
    that the New VEBA satisfies the requirements of
    section 302(c)(5) of the Labor-Management Relations Act of
    1947, as amended, as well as bank and other regulatory approval;
    and
    Changes in economic conditions, commodity prices, currency
    exchange rates or political stability in the markets in which we
    operate.  Form 10-K, Forms 10-K, 10-Q 8-K.
  
    Rating agencies may downgrade their ratings for GMAC or ResCap
    in the future, which would adversely affect GMACs ability
    to raise capital in the debt markets at attractive rates and
    increase the interest that it pays on its outstanding publicly
    traded notes, which could have a material adverse effect on its
    results of operations and financial condition;
    GMACs business requires substantial capital, and if it is
    unable to maintain adequate financing sources, its profitability
    and financial condition will suffer and jeopardize its ability
    to continue operations;
    The profitability and financial condition of its operations are
    dependent upon our operations, and it has substantial credit
    exposure to us;
    Recent developments in the residential mortgage market,
    especially in the nonprime sector, may adversely affect
    GMACs revenues, profitability and financial condition; 97




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  
    The worldwide financial services industry is highly competitive.
    If GMAC is unable to compete successfully or if there is
    increased competition in the automotive financing, mortgage
    and/or
    insurance markets or generally in the markets for
    securitizations or asset sales, its margins could be materially
    adversely affected.    * * * * * *
  Item 3.
    Quantitative
    And Qualitative Disclosures About Market Risk  10-K.
  * * * * * *
  Item 4.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
    Rules 13a-15(e) Rules 13a-15 Form 10-K
  Remediation
    and Changes in Internal Controls
    
    Hired a new Director of Internal Controls and SOX Compliance to
    lead our remediation efforts and improve our internal control
    over financial reporting.
    Named a new Assistant Controller of Corporate Financial
    Processes and Assurance responsible for Controllers Change
    Risk Management.    
    Engaged additional external resources to support and assist with
    the remediation activities.
    Began the implementation of global processes to improve the
    methods by which we gather and analyze accounting information. 98




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     
    Began implementation of a project plan using internal and
    external resources to re-design and strengthen our tax
    accounting process.
    Enhanced several key processes critical to remediating the tax
    accounting material weakness, including implementing monitoring
    controls, enhanced reconciliation activities and improved data
    collection.
    Enhanced our Corporate and global tax staff by deploying more
    than 50 additional consulting resources.    
    Account reconciliation process significantly improved.
    Additional regional reporting and analytical requirements
    developed.
    New consolidation system developed and readied for
    implementation.  Form 10-K
      Limitations
    on the Effectiveness of Controls
   99




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     PART II Item 1. Legal
    Proceedings  Canadian
    Export Antitrust Class Actions
  In re
    New Market Vehicle Canadian Export Antitrust Litigation
    Cases,
    Health
    Care Litigation  2007 Agreement
  UAW, et al. v.
    General Motors Corporation,
    GM
    Securities and Shareholder Derivative Suits
  In re General Motors
    Corporation Securities and Derivative Litigation,
   100




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Salisbury v. Barnevik, et
    al.
    GMAC
    Bondholder Class Actions
  Zielezienski, et al. v. General Motors
    Corporation, et al.
    ERISA
    Class Actions
  In re General
    Motors ERISA Litigation,
  Young, et
    al. v. General Motors Investment Management Corporation, et
    al Mary M. Brewer, et al. v. General Motors
    Investment Management Corporation, et al
    Patent
    and Trade Secrets Litigation
  John Evans
    and Evans Cooling Systems, Inc. v. General Motors
    Corporation,
    Coolant
    System Class Action Litigation
  pick-up
 101




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   * * * * * * *
  Pick-up
    Truck Parking Brake Litigation
  pick-up Bryant v.
    General Motors Corporation, Hunter v.
    General Motors Corporation, Chartrand v.
    General Motors Corporation, et al. Goodridge v. General Motors Corporation, et al. Bryant case pick-up
    Environmental
    Matters
  Greenhouse
    Gas Lawsuit
  California ex rel. Lockyer v. General Motors
    Corporation, et al.
    EPA
    Environmental Appeal Board Remands Hazardous Waste Region V
    Case, Impacting Regions II and III Enforcements
      Item 1A.
    Risk
    Factors  Item 1A Risk Factors 10-K.
  We have agreed to fund a trust pursuant to the Settlement
    Agreement that will require us to contribute significant assets
    in a relatively short time period.
   102




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    New laws, regulations or policies of governmental
    organizations regarding increased fuel economy requirements and
    reduced greenhouse gas emissions, or changes in existing ones,
    may have a significant negative impact on how we do
    business.
  line-up 2
    2 2 state-by-state 2
   103




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    2
  Delphi is unlikely to emerge from bankruptcy in the
    near-term and possibly may not emerge at all.
    Financial difficulties, labor stoppages or work slowdowns
    at key suppliers could result in a disruption in our operations
    and have a material adverse effect on our business.
    Our significant investment in new technology may not
    result in successful vehicle applications.
   104




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    Our liquidity position could be negatively affected by a
    variety of factors, which in turn could have a material adverse
    effect on our business.
    Our significant indebtedness and other obligations of our
    automotive operations are significant and could negatively
    impact our goal of sustained profitability.
      
    requiring us to dedicate a significant portion of our cash flow
    from operations to the payment of principal and interest on our
    indebtedness, which will reduce the funds available for other
    purposes such as product development;
    making it more difficult for us to satisfy our obligations with
    respect to our outstanding loans payable, long-term debt and
    amounts due under the Settlement Agreement with the UAW;
    impairing our ability to obtain additional financing for working
    capital, capital expenditures, acquisitions, refinancing
    indebtedness or other purposes;
    increasing our vulnerability to adverse economic and industry
    conditions;
    limiting our ability to withstand competitive pressures; and
    increasing our vulnerability to interest rate increases, since
    certain of our borrowings are at variable rates.  Our business may be materially impacted by decreases in
    the residual value of off-lease vehicles.
  10-K
 105




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
      GMACs automotive finance business is critical to our
    operations and provides financing support to a significant share
    of our global sales; if GMAC is unable to provide financial
    support in its current form our business will be materially
    adversely affected.
    Risks
    related to our 49% equity interest in GMAC
  GMACs business requires substantial capital, and a
    disruption in its funding sources, diminished access to the
    capital markets, or increased borrowing costs could have a
    material adverse effect on its liquidity and financial
    condition.
     106




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
       ResCap has significant near-term liquidity issues. There
    is a significant risk that ResCap will not be able to meet its
    debt service obligations and other funding obligations in the
    near term.
       107




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Current conditions in the residential mortgage market and
    housing markets may continue to adversely affect GMACs
    earnings and financial condition.
  held-for-sale held-for-investment
        Recent negative developments in ResCaps mortgage
    markets have led ResCap to reduce the number of mortgage
    products it offers.
   108




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Changes in existing U.S. government-sponsored mortgage
    programs, or disruptions in the secondary markets in the United
    States or in other countries in which GMAC operates, could
    adversely affect its profitability and financial
    condition.
      GMAC and certain of its owners are subject to regulatory
    agreements that may affect its control of GMAC Bank.
  10-year 10-year 10-year
  GMACs profitability and financial condition have
    been materially adversely affected by decreases in the residual
    value of off-lease vehicles, and such decreases may
    continue.
   109




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  and/or
  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 4.
    Submission
    of Matters to a Vote of Security Holders       110




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     Final Voting ResultsVotes

PercentPercy N. Barnevik

For


445,096,424



95.2Withheld


22,206,280



4.8Erskine B. Bowles

For


445,588,315



95.4Withheld


21,714,389



4.6John H. Bryan

For


387,028,314



82.8Withheld


80,274,390



17.2Armando M. Codina

For


385,159,390



82.4Withheld


82,143,314



17.6Erroll B. Davis, Jr.

For


446,194,951



95.5Withheld


21,107,753



4.5George M.C. Fisher

For


384,215,206



82.2Withheld


83,087,498



17.8E. Neville Isdell

For


445,270,702



95.3Withheld


22,032,002



4.7Karen Katen

For


386,596,988



82.7Withheld


80,705,716



17.3Kent Kresa

For


432,775,782



92.6Withheld


34,526,922



7.4Ellen J. Kullman

For


433,132,064



92.7Withheld


34,170,640



7.3Philip A. Laskawy

For


432,768,252



92.6Withheld


34,534,452



7.4Kathryn V. Marinello

For


446,075,076



95.5Withheld


21,227,628



4.5Eckhard Pfeiffer

For


429,167,826



91.8Withheld


38,134,878



8.2G. Richard Wagoner, Jr.

For


445,313,538



95.3Withheld


21,989,166



4.7In addition, 1,095 votes were cast for each of the
    following: John Chevedden, James Dollinger, Dean
    Fitzpatrick, Lucy Kessler, John Lauve, Louis Lauve III,
    Erik Nielsen, Danny Taylor, William Walde, and William
    Woodward, M.D.


0.0  111




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

PercentItem No. 2Ratification of the selection of
    Deloitte & Touche LLP as independent
    public accountants for the year 2008

For
    Not in favor
     Against
     Abstain


440,661,592
    12,597,992
    14,043,120



94.3
    2.7
    3.0Total


26,641,112



5.7Broker Non-Vote






Item No. 3Stockholder proposal regarding
    disclosure of political contributions

For
    Not in favor
     Against
     Abstain


21,645,790
    333,264,402
    26,498,104



5.7
    87.4
    6.9Total


359,762,506



94.3Broker Non-Vote


85,894,408



Item No. 4Stockholder proposal regarding
    disclosure of political contributions

For
    Not in favor
     Against
     Abstain


56,919,259
    298,081,922
    26,407,115



14.9
    78.2
    6.9Total


324,489,037



85.1Broker Non-Vote


85,894,408



Item No. 5Stockholder proposal regarding
    health care reform principles

For
    Not in favor
     Against
     Abstain


14,223,370
    337,206,309
    29,978,617



3.7
    88.4
    7.9Total


367,184,926



96.3Broker Non-Vote


85,894,408



Item No. 6Stockholder proposal regarding
    stockholder advisory vote on
    executive compensation

For
    Not in favor
     Against
     Abstain


121,789,123
    242,748,465
    16,870,708



31.9
    63.7
    4.4Total


259,619,173



68.1Broker Non-Vote


85,894,408



Item No. 7Stockholder proposal regarding
    greenhouse gas emissions

For
    Not in favor
     Against
     Abstain


52,592,204
    298,724,479
    30,091,613



13.8
    78.3
    7.9Total


328,816,092



86.2Broker Non-Vote


85,894,408



 112




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  Final Voting ResultsVotes

PercentItem No. 8Stockholder proposal regarding
    cumulative voting

For
    Not in favor
     Against
     Abstain


194,140,961
    171,535,716
    15,731,619



50.9
    45.0
    4.1Total


187,267,335



49.1Broker Non-Vote


85,894,408



Item No. 9Stockholder proposal regarding
    special stockholder meetings

For
    Not in favor
     Against
     Abstain


189,021,654
    176,531,923
    15,854,719



49.6
    46.3
    4.1Total


192,386,642



50.4Broker Non-Vote


85,894,408



Item No. 10Stockholder proposal regarding
    performance-based equity compensation

For
    Not in favor
     Against
     Abstain


63,086,072
    303,663,333
    14,658,891



16.5
    79.6
    3.9Total


318,322,224



83.5Broker Non-Vote


85,894,408



   * * * * * * * *
  Item 6.
    Exhibits  ExhibitNumber

Exhibit Name10
.a

Participation Agreement (Participation Agreement)
    dated as of June 4, 2008 between General Motors Corporation,
    GMAC LLC and Cerberus ResCap Financing LLC, incorporated herein
    by reference to Exhibit 10.1 to the Current Report on Form 8-K
    filed on June 9, 2008.23


Consent of Hamilton, Rabinovitz and Associates31
.a

Section 302 Certification of the Chief Executive Officer31
.b

Section 302 Certification of the Chief Financial Officer32
.a

Certification of the Chief Executive Officer Pursuant to 18
    U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 200232
.b

Certification of the Chief Financial Officer Pursuant to 18
    U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002   * * * * * * * *
 113




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 SIGNATURE       By:
    /s/  NICK
    S. CYPRUS     114




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   EXHIBIT INDEX
  ExhibitNumber

Exhibit Name10
.a

Participation Agreement (Participation Agreement)
    dated as of June 4, 2008 between General Motors Corporation,
    GMAC LLC and Cerberus ResCap Financing LLC, incorporated herein
    by reference to Exhibit 10.1 to the Current Report on Form 8-K
    filed on June 9, 2008.23


Consent of Hamilton, Robinovitz and Associates31
.a

Section 302 Certification of the Chief Executive Officer31
.b

Section 302 Certification of the Chief Financial Officer32
.a

Certification of the Chief Executive Officer Pursuant to 18
    U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 200232
.b

Certification of the Chief Financial Officer Pursuant to
    18 U.S.C. Section 1350, As Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002  115