##### 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 September 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 1-43
   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 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 Nine Months Ended September 30, 2008 and
    2007


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


2Condensed Consolidated Statements of
    Stockholders Deficit for the Nine Months Ended
    September 30, 2008 and 2007


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


4Notes to Condensed Consolidated Financial
    Statements


5Item 2.

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


57Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


119Item 4.

Controls and Procedures


119Part II  Other
    InformationItem 1.

Legal Proceedings


121Item 1A.

Risk Factors


124Item 6.

Exhibits


134Signature


135EXHIBIT 10.AEXHIBIT 10.BEXHIBIT 10.CEXHIBIT 23EXHIBIT 31.AEXHIBIT 31.BEXHIBIT 32.AEXHIBIT 32.B




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##### Table of Contents



PART I Item 1. Condensed
    Consolidated Financial Statements  GENERAL
    MOTORS CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF
    OPERATIONS
    (Dollars in millions, except per share amounts)
    (Unaudited)
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007Net sales and revenueAutomotive sales

$
37,503


$
43,002


$
117,120


$
131,076Financial services and insurance revenue


438



700



1,466



2,530Total net sales and revenue


37,941



43,702



118,586



133,606Costs and expensesAutomotive cost of sales


34,521



41,373



116,219



121,768Selling, general and administrative expense


3,251



3,601



10,704



10,205Financial services and insurance expense


400



640



1,475



2,334Other expenses


652



350



4,136



925Total costs and expenses


38,824



45,964



132,534



135,232Operating loss


(883
)


(2,262
)


(13,948
)


(1,626
)Equity in loss of GMAC LLC (Note 6)


(1,235
)


(809
)


(4,777
)


(874
)Automotive and other interest expense


(542
)


(839
)


(2,037
)


(2,319
)Automotive interest income and other non-operating income, net


78



572



165



1,775Loss from continuing operations before income taxes, equity
    income and minority interests


(2,582
)


(3,338
)


(20,597
)


(3,044
)Income tax expense


68



39,186



1,029



38,805Equity income, net of tax


50



114



310



440Minority interests, net of tax


58



(102
)


52



(361
)Loss from continuing operations


(2,542
)


(42,512
)


(21,264
)


(41,770
)Discontinued operations (Note 3)Income from discontinued operations, net of tax






45







256Gain on sale of discontinued operations, net of tax






3,504







3,504Income from discontinued operations






3,549







3,760Net loss

$
(2,542
)

$
(38,963
)

$
(21,264
)

$
(38,010
)Earnings (loss) per share, basic and diluted:Continuing operations

$
(4.45
)

$
(75.12
)

$
(37.44
)

$
(73.82
)Discontinued operations






6.27







6.64Total

$
(4.45
)

$
(68.85
)

$
(37.44
)

$
(67.18
)Weighted average common shares outstanding, basic and diluted
    (millions)


571



566



568



566Cash dividends per share

$



$
0.25


$
0.50


$
0.75    1




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##### Table of Contents



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


December 31,


September 30,2008


2007


2007ASSETSCurrent AssetsCash and cash equivalents

$
15,831


$
24,549


$
24,402Marketable securities


67



2,139



1,978Total cash and marketable securities


15,898



26,688



26,380Accounts and notes receivable, net


9,461



9,659



10,728Inventories


16,914



14,939



15,530Equipment on operating leases, net


4,312



5,283



5,572Other current assets and deferred income taxes


3,511



3,566



3,170Total current assets


50,096



60,135



61,380Financing and Insurance Operations AssetsCash and cash equivalents


176



268



328Investments in securities


273



215



209Equipment on operating leases, net


2,892



6,712



7,856Equity in net assets of GMAC LLC


1,949



7,079



6,852Other assets


2,034



2,715



3,910Total Financing and Insurance Operations assets


7,324



16,989



19,155Non-Current AssetsEquity in and advances to nonconsolidated affiliates


2,351



1,919



2,031Property, net


42,156



43,017



42,264Goodwill and intangible assets, net


949



1,066



1,084Deferred income taxes


907



2,116



975Prepaid pension


3,602



20,175



18,920Other assets


3,040



3,466



3,691Total non-current assets


53,005



71,759



68,965Total Assets

$
110,425


$
148,883


$
149,500LIABILITIES AND STOCKHOLDERS DEFICITCurrent LiabilitiesAccounts payable (principally trade)

$
27,839


$
29,439


$
30,514Short-term borrowings and current portion of long-term debt


7,208



6,047



5,263Accrued expenses


33,959



34,822



33,927Total current liabilities


69,006



70,308



69,704Financing and Insurance Operations LiabilitiesDebt


1,890



4,908



5,962Other liabilities and deferred income taxes


768



905



1,666Total Financing and Insurance Operations liabilities


2,658



5,813



7,628Non-Current LiabilitiesLong-term debt


36,057



33,384



34,670Postretirement benefits other than pensions


33,714



47,375



48,336Pensions


11,500



11,381



12,214Other liabilities and deferred income taxes


16,484



16,102



17,019Total non-current liabilities


97,755



108,242



112,239Total liabilities


169,419



184,363



189,571Commitments and contingencies (Note 11)Minority interests


945



1,614



1,700Stockholders 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, 800,937,541 and
    610,462,606 shares issued and outstanding at
    September 30, 2008, respectively, 756,637,541 and
    566,059,249 shares issued and outstanding at
    December 31, 2007, respectively, and 756,637,541 and
    565,877,391 shares issued and outstanding at
    September 30, 2007, respectively)


1,017



943



943Capital surplus (principally additional paid-in capital)


15,732



15,319



15,264Accumulated deficit


(61,014
)


(39,392
)


(38,528
)Accumulated other comprehensive loss


(15,674
)


(13,964
)


(19,450
)Total stockholders deficit


(59,939
)


(37,094
)


(41,771
)Total Liabilities, Minority Interests and Stockholders
    Deficit

$
110,425


$
148,883


$
149,500    2




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##### Table of Contents



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


AccumulatedShares of











Earnings


Other


TotalCommon


Common


Capital


Comprehensive


(Accumulated


Comprehensive


StockholdersStock


Stock


Surplus


Loss


Deficit)


Loss


DeficitBalance at December 31, 2006


566


$
943


$
15,336






$
195


$
(22,126
)

$
(5,652
)Net loss













$
(38,010
)


(38,010
)






(38,010
)Other comprehensive income (loss):Foreign currency translation adjustments














563











Unrealized gain on derivatives














73











Unrealized loss on securities














(2
)










Defined benefit plans:Net prior service costs














212











Net actuarial gain














673











Net transition asset / obligation














4











Other comprehensive income














1,523







1,523



1,523Comprehensive loss













$
(36,487
)Effects 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










27















27Cash dividends paid


















(425
)






(425
)Purchase of convertible note hedge










(99
)














(99
)Balance at September 30, 2007


566


$
943


$
15,264






$
(38,528
)

$
(19,450
)

$
(41,771
)Balance at December 31, 2007


566


$
943


$
15,319






$
(39,392
)

$
(13,964
)

$
(37,094
)Net loss













$
(21,264
)


(21,264
)






(21,264
)Other comprehensive income (loss):Foreign currency translation adjustments














(388
)










Unrealized loss on derivatives














(570
)










Unrealized loss on securities














(311
)










Defined benefit plans:Net prior service costs














(4,480
)










Net actuarial gain














4,035











Net transition asset / obligation














4











Other comprehensive loss














(1,710
)






(1,710
)


(1,710
)Comprehensive loss













$
(22,974
)Effects of GMAC LLC adoption of SFAS No. 157 and
    No. 159 (Note 6)


















(76
)






(76
)Stock options and other










9







1







10Common stock issued for settlement of Series D debentures


44



74



404















478Cash dividends paid


















(283
)






(283
)Balance at September 30, 2008


610


$
1,017


$
15,732






$
(61,014
)

$
(15,674
)

$
(59,939
)    3




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##### Table of Contents



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


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

$
(9,661
)

$
3,641Cash provided by discontinued operating activities






221Net cash provided by (used in) operating activities


(9,661
)


3,862Cash flows from investing activitiesExpenditures for property


(5,527
)


(4,939
)Investments in marketable securities, acquisitions


(3,209
)


(8,672
)Investments in marketable securities, liquidations


5,139



6,801Capital contribution to GMAC LLC






(1,022
)Proceeds from sale of business units/equity investments






5,354Operating leases, liquidations


3,014



2,463Other


28



(23
)Net cash used in continuing investing activities


(555
)


(38
)Cash used in discontinued investing activities






(22
)Net cash used in investing activities


(555
)


(60
)Cash flows from financing activitiesNet decrease in short-term borrowings


(2,730
)


(3,732
)Borrowings of long-term debt


5,581



1,919Payments made on long-term debt


(847
)


(1,244
)Cash dividends paid to stockholders


(283
)


(425
)Net cash provided by (used in) continuing financing
    activities


1,721



(3,482
)Cash used in discontinued financing activities






(5
)Net cash provided by (used in) financing activities


1,721



(3,487
)Effect of exchange rate changes on cash and cash equivalents


(315
)


292Net increase (decrease) in cash and cash equivalents


(8,810
)


607Cash and cash equivalents at beginning of the period


24,817



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

$
16,007


$
24,730    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)
    Liquidity
    Matters   5




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
            Management
    Actions and Plans   6




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  July
    2008 Initiatives      
    Salaried employment savings (estimated $1.5 billion
    effect)  We are executing salaried headcount
    reductions in the U.S. and Canada through normal attrition,
    early retirements, mutual separation programs and other tools.
    In September 2008, we extended voluntary early retirement offers
    under our Salaried Retirement Window Program (Salaried Window
    Program) to certain of our U.S. salaried employees. Employees
    accepting the Salaried Retirement Window Program were required
    to do so no later than October 24, 2008, with the majority
    of retirements taking place on November 1, 2008. As of
    October 31, 2008, 3,460 employees had irrevocably accepted
    the Salaried Retirement Window Program, which was in excess of
    the 3,000 needed to achieve our financial target. In addition,
    health care coverage for U.S. salaried retirees over 65 has been
    eliminated, effective January 1, 2009. Furthermore, 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
    effect)  Significant progress has been made
    towards achieving GMNAs structural cost reduction target.
    We have accelerated cessation of production at two assembly
    facilities in addition to shift and line-rate reductions at
    other facilities. Truck capacity is expected to be reduced by
    300,000 vehicles by the end of 2009. Promotional and advertising
    spending is being reduced by 25% and 20%, respectively, and
    engineering spending is being curtailed as well. In addition, we
    are implementing significant reductions in discretionary
    spending (e.g., travel, non-core information technology projects
    and consulting services).
    Capital expenditure reductions (estimated $1.5 billion
    effect)  The major components of this 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.
    Working capital improvements (estimated $2.0 billion
    effect)  Actions are being taken to improve
    working capital by approximately $1.5 billion in North
    America and $0.5 billion in Europe by December 31,
    2009, primarily by reducing raw material,
    work-in-progress
    and finished goods inventory levels as well as implementing lean
    inventory practices at parts warehouses. All these initiatives
    are on track for completion prior to December 31, 2009.
    UAW VEBA payment deferrals (estimated $1.7 billion
    effect)  Approximately $1.7 billion of
    payments that had been scheduled to be made to a temporary asset
    account in 2008 and 2009 for the establishment of the New VEBA
    has been deferred until 2010. The outstanding payable resulting
    from this deferral will accrue interest at 9% per annum. The UAW
    and Class Counsel have agreed that this deferral will not
    constitute a change in or breach of the Settlement Agreement.
    Within 20 business days of the Implementation Date,
    approximately $7.0 billion of deferred payments, plus
    interest plus additional contractual amounts will be due to the
    New VEBA. 7




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  
    Dividend suspension (estimated $0.8 billion
    effect)  Our Board of Directors has suspended
    dividends on our common stock.    
    Asset sales  We are exploring the sale of the
    HUMMER business, Strasbourg transmission plant and the AC Delco
    business. We expect to shortly commence providing offering
    materials to potential buyers for the HUMMER and AC Delco
    businesses pursuant to appropriate confidentiality agreements
    and have already commenced providing confidential offering
    materials for the Strasbourg transmission plant to interested
    parties. We are also in the process of monetizing idle or excess
    real estate and several individual transactions are in various
    stages of execution.
    Capital market activities  Our plan targeted
    at least $2.0 billion to $3.0 billion of financing
    during 2008 and 2009. However, due to the prevailing global
    economic conditions and our current financial condition and
    near-term outlook, we currently do not have access to the
    capital markets on acceptable terms. In the three months ended
    September 30, 2008, we executed $0.5 billion of
    debt-for-equity
    exchanges of our Series D convertible bonds due in June
    2009. In addition, we have gross unencumbered assets of over
    $20 billion, which could support a secured debt offering,
    or multiple offerings, in excess of the initially targeted
    $2.0 billion to $3.0 billion, if market conditions
    recover. These assets include stock of foreign subsidiaries,
    brands, our investment in GMAC and real estate.  November
    2008 Initiatives       8




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    
    Salaried employment savings (estimated $0.5 billion
    effect)  Additional salaried employment savings
    will be achieved through incremental workforce reductions in
    U.S. and Canada, including involuntary separation initiatives.
    In addition, we have announced the suspension of our matching
    contribution to certain defined contribution plans starting
    November 1, 2008 as well as suspension of other
    reimbursement programs for U.S. and Canadian salaried employees.
    We also expect to realize salaried employment savings in Western
    Europe in 2009 through a wage/salary freeze and other cost
    reduction initiatives.
    Additional GMNA structural cost reductions (estimated
    $1.5 billion effect)  We expect to reduce
    GMNA structural cost by an additional $1.5 billion in 2009.
    These additional reductions would result from the recently
    announced acceleration of previously planned capacity actions
    and other plant operating plan changes, additional efficiencies
    in engineering resources aligned with further product plan
    changes, continued marketing spending reductions aligned with
    expected automotive industry conditions and intensified focus on
    discretionary spending reductions.
    Additional working capital reductions (estimated
    $0.5 billion effect)  GMNA is targeting
    approximately $0.5 billion of additional working capital
    reductions beyond the original 2008 target reduction level of
    $1.5 billion. This additional target reduction is expected
    to be achieved by continuing to focus on inventory reductions
    and initiatives related to accounts payable.
    Additional capital expenditure reductions (estimated
    $2.5 billion effect)  In the absence of
    federal funding support, 2009 capital spending will be reduced
    from the revised target of $7.2 billion announced on
    July 15 to $4.8 billion. This reduction will be
    achieved primarily through deferrals of selected programs (e.g.,
    the Cadillac CTS coupe and the next generation Chevy Aveo for
    the global market) and related capacity reduction projects.
    However, we are still planning to increase global spending for
    fuel economy improvements, and spending related to the Chevy
    Volt will continue. Beyond 2009, capital expenditures will
    stabilize in the $6.5 billion to $7.0 billion range
    (excluding China, which is self funded with our joint venture
    partner).    Change
    in Presentation of Financial Statements    Change in
    Accounting Principles
  Fair
    Value Measurements   9




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  No. FAS 157-2, No. FAS 157-2), No. FAS 157-2
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an Amendment of
    SFAS No. 115    Determining
    the Fair Value of a Financial Asset When the Market for That
    Asset is Not Active  No. 157-3, No. 157-3), No. 157-3
  Accounting
    for Uncertainty in Income Taxes   10




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Accounting
    Standards Not Yet Adopted
  Business
    Combinations    Noncontrolling
    Interests in Consolidated Financial Statements    Disclosures
    about Derivative Instruments and Hedging Activities 
    an Amendment of FASB Statement No. 133   11




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Accounting
    for Convertible Debt Instruments  14-1, 14-1), 14-1 14-1
  Participating
    Share-Based Payment Awards  03-6-1, 03-6-1), 03-6-1 03-6-1 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. 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
 12




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##### Table of Contents



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


Nine MonthsEnded


EndedSeptember 30, 2007


September 30, 2007(Dollars in millions)Net sales

$
164


$
1,225Operating income from discontinued operations

$
73


$
409Income tax provision

$
25


$
148Income from discontinued operations, net of tax

$
45


$
256Gain on sale of discontinued operations, net of tax

$
3,504


$
3,504     Note 4. Finance
    Receivables and Securitizations
   13




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Note 5. Inventories
    September 30,


December 31,


September 30,2008


2007


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

$
6,477


$
6,267


$
6,434Finished product, including service parts


11,897



10,095



10,550Total inventories at FIFO


18,374



16,362



16,984Less LIFO allowance


(1,460
)


(1,423
)


(1,454
)Total automotive inventories


16,914



14,939



15,530FIO off-lease vehicles, included in FIO Other assets


224



254



237Total inventories

$
17,138


$
15,193


$
15,767   Note 6. Investment
    in Nonconsolidated Affiliates
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2008


2007


2008


2007(Dollars in millions)GMAC

$
(1,235
)

$
(809
)

$
(2,741
)

$
(874
)GMAC Common Membership Interests impairments










(2,036
)


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


47



73



250



306Others


3



41



60



134Total

$
(1,185
)

$
(695
)

$
(4,467
)

$
(434
)  14




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##### Table of Contents



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


Nine MonthsEnded


EndedSeptember 30,


September 30,2008


2007


2008


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

$
4,641


$
5,381


$
14,395


$
15,994Depreciation expense on operating lease assets

$
1,412


$
1,276


$
4,209


$
3,530Interest expense

$
2,906


$
3,715


$
8,953


$
11,122Loss before income tax expense

$
(2,621
)

$
(1,664
)

$
(5,500
)

$
(1,367
)Income tax expense (benefit)

$
(98
)

$
(68
)

$
94


$
241Net loss

$
(2,523
)

$
(1,596
)

$
(5,594
)

$
(1,608
)Net loss available to members

$
(2,523
)

$
(1,649
)

$
(5,594
)

$
(1,765
)   September 30,


December 31,


September 30,2008


2007


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

$
11,979


$
20,559


$
23,992Finance receivables and loans, net

$
109,290


$
124,759


$
143,612Investment in operating leases, net

$
30,628


$
32,348


$
31,300Other assets

$
26,152


$
28,255


$
27,570Total assets

$
211,327


$
248,939


$
278,778Total debt

$
160,631


$
193,148


$
221,100Accrued expenses, deposit and other liabilities

$
30,525


$
28,713


$
29,971Total liabilities

$
202,079


$
233,374


$
262,514Redeemable preferred membership interests

$



$



$
2,226Preferred interests

$
1,052


$
1,052


$
Total equity

$
9,248


$
15,565


$
14,038     September 30,


December 31,


September 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

$
43


$
1,044


$
1,594Carrying value of Common Membership Interests

$
1,949


$
7,079


$
6,852    15




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##### Table of Contents



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


Nine MonthsEnded September 30,


Ended September 30,2008


2008(Dollars in millions)GMAC Common Membership Interests

$



$
2,036GMAC Preferred Membership Interests


251



1,001Total

$
251


$
3,037             Electro-Motive
    Diesel, Inc.   16




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Note 7. Depreciation
    and Amortization
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2008


2007


2008


2007(Dollars in millions)AutomotiveDepreciation and impairment

$
1,175


$
1,237


$
3,580


$
3,725Amortization and impairment of special tools


749



744



2,348



2,327Amortization of intangible assets


21



16



61



51Total


1,945



1,997



5,989



6,103Financing and Insurance OperationsDepreciation and impairment


23



297



519



1,010Total consolidated depreciation and amortization

$
1,968


$
2,294


$
6,508


$
7,113   Note 8. Long-Term
    Debt and Revolving Credit Agreements
  Convertible
    Debt  three- four-day
      Borrowings
    Under Revolving Credit Agreements   17




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Note 9. Product
    Warranty Liability
    Nine Months


Year


Nine MonthsEnded


Ended


EndedSeptember 30,


December 31,


September 30,2008


2007


2007(Dollars in millions)Beginning balance

$
9,615


$
9,064


$
9,064Warranties issued during period


3,351



5,135



3,742Payments


(3,938
)


(4,539
)


(3,395
)Adjustments to pre-existing warranties


203



(165
)


(97
)Effect of foreign currency translation


(190
)


223



301Liabilities transferred in the sale of Allison (Note 3)






(103
)


(103
)Ending balance

$
9,041


$
9,615


$
9,512     Note 10. Pensions
    and Other Postretirement Benefits
    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 EndedSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007


2008


2007


2008


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

$
122


$
155


$
113


$
134


$
54


$
92


$
7


$
11Interest cost


1,398



1,216



310



279



845



901



57



51Expected return on plan assets


(2,006
)


(1,986
)


(234
)


(240
)


(325
)


(350
)






Amortization of prior service cost (credit)


207



1,686



29



7



(494
)


(455
)


(27
)


(22
)Amortization of transition obligation










2



2















Recognized net actuarial loss


73



208



71



82



116



337



35



31Curtailments, settlements and other


47



23



15



12



(3,192
)


(214
)






Divestiture of Allison






(20
)














216







Net periodic pension and OPEB (income) expense from continuing
    operations

$
(159
)

$
1,282


$
306


$
276


$
(2,996
)

$
527


$
72


$
71   18




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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 BenefitsNine Months Ended


Nine Months Ended


Nine Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007


2008


2007


2008


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

$
412


$
475


$
315


$
363


$
199


$
278


$
26


$
33Interest cost


3,993



3,648



943



800



2,678



2,704



175



144Expected return on plan assets


(6,120
)


(5,958
)


(730
)


(688
)


(1,010
)


(1,050
)






Amortization of prior service cost (credit)


615



1,946



388



21



(1,424
)


(1,378
)


(77
)


(63
)Amortization of transition obligation










5



5















Recognized net actuarial loss


201



630



210



250



490



1,016



92



89Curtailments, settlements and other


3,313



25



237



51



(3,225
)


(213
)






Divestiture of Allison






(30
)














211







Net periodic pension and OPEB (income) expense from continuing
    operations

$
2,414


$
736


$
1,368


$
802


$
(2,292
)

$
1,568


$
216


$
203   Adoption
    of SFAS No. 158    Divestiture
    of Allison   19




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Significant
    Plan Amendments, Benefit Modifications and Related
    Events    
    The Settlement Agreement became effective, which transfers to
    the UAW our obligation to provide retiree health care coverage
    for GM-UAW retirees effective January 1, 2010. In
    conjunction with the Settlement Agreement, we remeasured our UAW
    hourly medical plan, our Mitigation Plan and our U.S. hourly
    pension plan at September 1, 2008.
    We implemented special attrition programs to further reduce the
    number of hourly employees. These programs required that we
    remeasure our U.S. hourly pension plan and UAW hourly medical
    plan at May 31, 2008.
    We amended our U.S. salaried retiree medical and pension plans
    to eliminate health care coverage for U.S. salaried retirees
    over age 65. These amendments required that we remeasure
    our U.S. salaried retiree medical and U.S. salaried pension
    plans at July 1, 2008.
    We assumed certain pension and OPEB obligations for Delphi
    employees, which required that we remeasure certain OPEB plans
    and our U.S. hourly pension plan at September 30, 2008.
    An agreement to increase pension benefits to certain Canadian
    hourly workers and certain facility idlings required that we
    remeasure our Canadian hourly and salaried pension plans and the
    Canadian hourly retiree plan at May 31, 2008.
    In the intervening time period, from May 31, 2008 to
    September 30, 2008 we experienced actual plan asset losses
    of $6.0 billion in our U.S. hourly pension plan based on
    the foregoing remeasurements.  2008
    GM-UAW Settlement Agreement      10-K)
 20




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
           21




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    
    We may contribute $5.6 billion on the Implementation Date
    or we may elect to make annual payments in varying amounts
    between $421 million and $3.3 billion through 2020. At
    any time after the Implementation Date we will have the option
    to prepay all remaining payments at a discount rate of 9%.
    In February 2008, we issued a $4.0 billion short-term note
    (Short-Term Note) to LBK, LLC, a Delaware limited liability
    company of which we are the sole member (LBK). The Short-Term
    Note pays interest at a rate of 9.0% and matures on or before
    the 20th business day after the Implementation Date. LBK will
    hold the Short-Term Note until maturity at which point the
    proceeds will be transferred to the New VEBA (or any other
    holder of the Convertible Note).
    In February 2008, we issued $4.4 billion principal amount
    of our 6.75% Series U Convertible Senior Debentures due
    December 31, 2012 (Convertible Note) to LBK. LBK will hold
    the Convertible Note until it is transferred to the New VEBA.
    The Convertible Note is convertible into 109 million shares
    of our common stock. Interest on the Convertible Note is payable
    semiannually. Interest payments of $296 million due in
    2010, 2011 and 2012, after the Convertible Note is contributed
    to the New VEBA, will be made directly to the New VEBA (or any
    other holder of the Convertible Note).
    In conjunction with the issuance of the Convertible Note, we
    entered into certain cash-settled derivative instruments
    maturing on June 30, 2011 with LBK that will have the
    economic effect of reducing the conversion price of the
    Convertible Note from $40 to $36 per share. These derivative
    instruments will also entitle us to partially recover the
    additional economic value provided if our common stock price
    appreciates to between $63.48 and $70.53 per share by
    June 30, 2011 and to fully recover the additional economic
    value provided if our common stock price reaches $70.53 per
    share or above by June 30, 2011. LBK will transfer its
    interests in the derivatives to the New VEBA when the
    Convertible Note is transferred from LBK to the New VEBA
    following the Implementation Date.
    Because LBK is a wholly-owned consolidated subsidiary, the
    Short-Term Note, Convertible Note, derivatives and related
    interest income and expense have been and will continue to be
    eliminated in our condensed consolidated financial statements
    until the Implementation Date.
    Existing assets of the Mitigation Plan and a remaining
    $1.0 billion contribution due in 2011.
    Approximately $285 million of other payments to be made on
    the Implementation Date.
    We may be required to contribute $165 million per year
    (Shortfall Payments), limited to a maximum of 20 payments, to
    the New VEBA if annual cash flow projections show that the New
    VEBA will become insolvent on a rolling
    25-year
    basis. When measuring our obligation at September 1, 2008,
    we assumed we will be required to make all 20 payments. At any
    time after the Implementation Date we will have the option to
    prepay all remaining payments at a discount rate of 9%.
    Effective January 1, 2008, we divided the existing internal
    VEBA into two bookkeeping accounts. One account consists of the
    percentage of the existing internal VEBAs assets that is
    equal to the estimated percentage of our hourly OPEB obligation
    covered by the existing internal VEBA attributable to non-UAW
    represented employees and retirees, their eligible spouses,
    surviving spouses and dependents (Non-UAW Related Account). The
    second account consists of the remaining percentage of the
    assets in the existing internal VEBA (UAW Related Account). No
    amounts will be withdrawn from the UAW Related Account,
    including its investment returns, until the transfer of assets
    to the New VEBA. The UAW Related Account had a balance of
    $13.4 billion at September 1, 2008.   22




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  2008
    Special Attrition Programs        Salaried
    Retiree Benefit Plan Changes   23




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Salaried
    Retirement Window Program    Delphi-GM
    Settlement Agreements     24




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Canada
    Facility Idlings and Canadian Auto Workers Union
    Negotiations        Note 11. Commitments
    and Contingencies
  Commitments     25




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
              Environmental       26




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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.     27




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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
   28




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
        Delphi-GM
    Settlement Agreements
     29




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    
    Reimburse Delphi for its costs to provide OPEB to certain of
    Delphis hourly retirees from December 31, 2006
    through the date that Delphi ceases to provide such benefits and
    will assume responsibility for OPEB going forward;
    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;
    Transfer, under IRS Code Section 414(l), $2.1 billion
    of net liabilities from the Delphi HRP to our U.S. hourly
    pension plan on September 29, 2008 (First Hourly Pension
    Transfer) and the remaining net liabilities, which are estimated
    to be $1.3 billion at September 30, 2008, upon
    Delphis substantial consummation of its POR consistent
    with the Amended Delphi-GM Settlement Agreements (Second Hourly
    Pension Transfer). Actual amounts of the Second Hourly Pension
    Transfer will depend on, among other factors, the valuation of
    the pension liability at transfer date and performance of
    pension plan assets;
    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 certain hourly employees of Delphi;
    Award certain future product programs to Delphi, provide Delphi
    with ongoing preferential sourcing for other product programs,
    eliminate certain previously agreed upon price reductions, and
    restrict our ability to re-source certain production to
    alternative suppliers;
    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);
    Pay Delphi $110 million in both 2009 and 2010 in quarterly
    installments in connection with certain U.S. facilities owned by
    Delphi (Facilitation Support);
    Temporarily accelerate payment terms for Delphis North
    American sales to us upon substantial consummation of its POR,
    until 2012;
    Beginning January 1, 2009, reimburse Delphi for actual cash
    payments related to workers compensation, disability,
    supplemental employment benefits and severance obligations for
    all current and former UAW-represented hourly active and
    inactive employees; and
    Guarantee a minimum recovery of the net working capital that
    Delphi has invested in certain businesses held for sale.     30




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    
    An administrative claim regarding the First Hourly Pension
    Transfer of $1.6 billion, of which we will share equally
    with the general unsecured creditors up to only the first
    $600 million in recoveries in the event Delphi does not
    emerge from bankruptcy;
    An administrative claim for $2.1 billion for the total
    Delphi HRP transfer (inclusive of the administrative claim for
    the First Hourly Pension Transfer) to be paid in preferred stock
    upon substantial consummation of Delphis POR in which
    Delphi emerges with: (1) its principal core businesses;
    (2) exit financing that does not exceed $3.0 billion
    (plus a revolving credit facility); and (3) equity
    securities that are not senior to or pari passu with the
    preferred stock issued to us; and
    A general unsecured claim in the amount of $2.5 billion
    that is subordinated until general unsecured creditors receive
    recoveries equal to 20% of their general unsecured claims after
    which we will receive 20% of our general unsecured claim in
    preferred stock, with any further recovery shared ratably
    between us and general unsecured creditors.      Delphi
    POR
    Debtor-in-Possession
   31




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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 12. Income
    Taxes
  Effective
    Tax Rate    Deferred
    Tax Assets   32




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    
    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.    
    The possibility for continued or increasing price competition in
    the highly competitive U.S. market;
    Volatile 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
    Turmoil in the mortgage and credit markets and continued
    reductions in housing values.      2
  2
 33




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
      Form 10-K Form 10-Q
  Tax
    Examinations and Uncertain Tax Positions  No. FIN 48-1, No. FIN 48-1).
   34




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Note 13. Fair
    Value Measurements
  No. FAS 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;
    Establishes a three-level hierarchy for fair value measurements
    based upon the observable 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 identical instruments
    in active markets;
    Level 2Quoted prices for similar instruments
    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   35




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##### Table of Contents



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


Level 2


Level 3


Total(Dollars in millions)AssetsSecuritiesEquity

$
317


$
21


$



$
338United States government and agency






401







401Mortgage-backed










79



79Certificates of deposit






4,507







4,507Commercial paper






6,490







6,490Corporate debt






42







42Other






53



20



73DerivativesCross currency swaps














Interest rate swaps






98



3



101Foreign currency derivatives






566







566Commodity derivatives






125



21



146Total Assets

$
317


$
12,303


$
123


$
12,743LiabilitiesDerivativesCross currency swaps

$



$
155


$



$
155Interest rate swaps






43



3



46Foreign currency derivatives






2,448







2,448Commodity derivatives






757



34



791Total Liabilities

$



$
3,403


$
37


$
3,440  36




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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 September 30, 2008CommodityMortgage-backed


Interest Rate


Derivatives,


Corporate Debt


Other


Total NetSecurities(a)


Swaps, Net


Net(b)


Securities


Securities(a)


Assets(Dollars in millions)Beginning balance

$
248


$



$
341


$



$
234


$
823Total realized/unrealized gains (losses):Included in earnings


(22
)






(103
)






(41
)


(166
)Included in other comprehensive income


(1
)


















(1
)Purchases, issuances, and settlements


(146
)






(251
)






(173
)


(570
)Transfer in
    and/or out
    of Level 3






















Ending balance

$
79


$



$
(13
)

$



$
20


$
86Amount 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

$



$



$
(103
)

$



$



$
(103
)   (a)
    
    Realized gains (losses) on marketable securities are recorded in
    Automotive interest and other non-operating income, 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.  Level 3 Financial Assets and LiabilitiesNine Months Ended September 30, 2008CommodityMortgage-backed


Interest Rate


Derivatives,


Corporate Debt


Other


Total NetSecurities(a)


Swaps, Net(b)


Net(c)


Securities(a)


Securities(a)


Assets(Dollars in millions)Beginning balance

$
283


$
2


$
257


$
28


$
258


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


(31
)






31



23



(65
)


(42
)Included in other comprehensive income


















8



8Purchases, issuances, and settlements


(173
)


(2
)


(301
)


(51
)


(181
)


(708
)Transfer in
    and/or out
    of Level 3






















Ending balance

$
79


$



$
(13
)

$



$
20


$
86Amount 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

$
(2
)

$



$
31


$



$
4


$
33  37




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
   (a)
    
    Realized gains (losses) and other than temporary impairments on
    marketable securities are recorded in Automotive interest and
    other non-operating income, net.(b)
    
    Reflects fair value of interest rate swap assets, net of
    liabilities.(c)
    
    Realized and unrealized gains (losses) on commodity derivatives
    are recorded in Automotive cost of sales. Changes in fair value
    are attributable to changes in base metal and precious metal
    prices.      Fair Value Measurements UsingQuoted Prices in








Three MonthsActive Markets


Significant Other


Significant


Ended


Nine Months Endedfor Identical


Observable


Unobservable


September 30,


September 30,September 30,


Assets


Inputs


Inputs


2008


20082008


(Level 1)


(Level 2)


(Level 3)


Total Losses


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

$
1,949


$



$



$
1,949


$



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


43











43



(251
)


(1,001
)Total

$
1,992


$



$



$
1,992


$
(251
)

$
(3,037
)        38




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  pick-up
          Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2008(Dollars in millions)GMAC Common Membership Interests

$



$
2,036GMAC Preferred Membership Interests


251



1,001Total

$
251


$
3,037  39




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##### Table of Contents



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


GMAC PreferredMembership Interests


Membership Interests(Dollars in millions)Balance at January 1, 2008

$
7,079


$
1,044Our proportionate share of GMACs losses


(302
)


Impairment charges


(1,310
)


(142
)Other, primarily Accumulated other comprehensive income (loss)


(76
)


Balance at March 31, 2008


5,391



902Our proportionate share of GMACs losses


(1,204
)


Impairment charges


(726
)


(608
)Other, primarily Accumulated other comprehensive income (loss)


(7
)


Balance at June 30, 2008


3,454



294Our proportionate share of GMACs losses


(1,235
)


Impairment charges






(251
)Other, primarily Accumulated other comprehensive income (loss)


(270
)


Balance at September 30, 2008

$
1,949


$
43         
    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.
    ResCap  We previously 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. Due to
    prevailing market conditions at September 30, 2008 we do
    not believe that comparable industry participants exist;
    however, we believe that previous data used, in conjunction with
    certain publicly available information incorporated into our
    analysis, results in an appropriate valuation at
    September 30, 2008.
    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. 40




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    
    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 14. GMNA
    Postemployment Benefit Costs
  10-K,
    Nine Months Ended


Year Ended


Nine Months EndedSeptember 30,


December 31,


September 30,2008


2007


2007(Dollars in millions)Beginning balance

$
858


$
1,269


$
1,269Additions


1,840



364



294Interest accretion


26



21



14Payments


(611
)


(792
)


(655
)Adjustments


5



(4
)


(2
)Ending balance

$
2,118


$
858


$
920     September 30,


December 31,


September 30,2008


2007


2007Employees at idled or to be idled facilities


15,700



8,900



8,200Employees subject to various attrition programs


3,200



3,800



4,400  41




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Note 15. Restructuring
    and Other Initiatives
      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007(Dollars in millions)Automotive Operations:GMNA

$
1


$
2


$
3


$
7GME


29



262



231



349GMLAAM


23







29



18GMAP


9



1



70



42Total Automotive Operations

$
62


$
265


$
333


$
416     2008
    Activities    GMNA


GME


GMLAAM


GMAP


Total(Dollars in millions)Separation costs

$
1


$
29


$
23


$
9


$
62Other


















Total restructuring charges

$
1


$
29


$
23


$
9


$
62     GMNA


GME


GMLAAM


GMAP


Total(Dollars in millions)Separation costs

$
3


$
252


$
29


$
70


$
354Other






(21
)










(21
)Total restructuring charges

$
3


$
231


$
29


$
70


$
333    42




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    
    In the three and nine months ended September 30, 2008, GME
    recorded restructuring charges in Germany of $22 million
    and $122 million, respectively, for retirement programs,
    along with additional minor separations under other current
    programs. 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 three months ended June 30, 2007, GME announced
    additional separation programs affecting 1,900 employees at the
    Antwerp, Belgium facility. GME recorded $2 million and
    $82 million for these programs in the three and nine months
    ended September 30, 2008, respectively, having previously
    recorded $353 million in 2007.
    In the nine months ended September 30, 2008, GME recorded
    restructuring charges of $16 million related to separation
    programs at the Strasbourg, France facility, which were
    announced in the three months ended June 30, 2008.
    The remaining $5 million and $32 million in separation
    charges reported in the three and nine months ended
    September 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 of $21 million in the
    nine months ended September 30, 2008 associated with the
    favorable resolution of claims by the government of Portugal
    filed in conjunction with the facility closure in Azambuja in
    2006.      
    In the three and nine months ended September 30, 2008, GMAP
    recorded restructuring charges in Australia of $2 million
    and $63 million, respectively, related to a facility idling
    at GM Holden, Ltd. (GM Holden), which manufactures FAM II 4
    cylinder engines. The program will affect 650 employees, who
    will leave through December 2009, and has total estimated costs
    of $67 million. The remaining cost of this program will be
    recognized over the remaining required service period of the
    employees.
    In the three and nine months ended September 30, 2008, GMAP
    recorded restructuring charges in Australia of $7 million,
    which were related to GM Holden implementing an early separation
    program offered to salaried employees. The program was announced
    in September 2008, will continue through December 2008 and has a
    total estimated cost of $10 million.  2007
    Activities    GMNA


GME


GMLAAM


GMAP


Total(Dollars in millions)Separation costs

$
2


$
262


$



$
1


$
265Other


















Total restructuring charges

$
2


$
262


$



$
1


$
265  43




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##### Table of Contents



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


GME


GMLAAM


GMAP


Total(Dollars in millions)Separation costs

$
7


$
349


$
18


$
42


$
416Other


















Total restructuring charges

$
7


$
349


$
18


$
42


$
416       
    In the three and nine months ended September 30, 2007, GME
    recorded charges in Germany of $33 million and
    $103 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.
    In the three and nine months ended September 30, 2007, GME
    recorded charges of $226 million and $229 million,
    respectively, related to initiatives in Belgium.
    The remaining $3 million and $17 million in separation
    charges reported in the three and nine months ended
    September 30, 2007, respectively, relate to initiatives
    announced in Sweden and the United Kingdom.      Note 16. Impairments
       44




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##### Table of Contents



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


Nine Months Ended September 30,2008


2007


2008


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

$
1


$



$
29


$
Other long-lived asset impairments














84FIO Equipment on operating leases, net










105



Total

$
1


$



$
134


$
84   2008
    Impairments      pick-up pick-up
  2007
    Impairments     45




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Note 17. Loss
    Per Share
      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


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

$
(2,542
)

$
(42,512
)

$
(21,264
)

$
(41,770
)Weighted average number of shares outstanding


571



566



568



566Basic and diluted loss per share from continuing operations

$
(4.45
)

$
(75.12
)

$
(37.44
)

$
(73.82
)     in-the-money in-the-money.
  Note 18. Transactions
    with GMAC
  10-K.
  U.S.
    Marketing Incentives and Operating Lease Residuals  September 30,


December 31,


September 30,2008


2007


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

$
599


$
118


$
422Maximum obligations

$
1,451


$
1,062


$
903Risk Sharing:Liabilities recorded

$
385


$
144


$
130Maximum amount guaranteed

$
1,434


$
1,118


$
978   Nine Months EndedSeptember 30,2008


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

$
3,079


$
3,404  46




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Equipment
    on Operating Leases Transferred to Us by GMAC  September 30,


December 31,


September 30,2008


2007


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

$
35


$
35


$
373   Lease
    Impairment Charges  pick-up pick-up pick-up
  Revenue  Three MonthsEnded


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


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

$
26


$
26


$
79


$
79U.S. royalty revenue

$
4


$
5


$
12


$
14   Participation
    Agreement       47




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007(Dollars in millions)Interest income

$
11


$



$
13


$
   Unsecured
    Exposure Contractual Limit  pick-up
    Balance
    Sheet
    September 30,


December 31,


September 30,2008


2007


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

$
1,840


$
1,285


$
1,758Other current assets (b)

$



$
30


$
39Equity in and advances to nonconsolidated affiliates (c)

$
368


$



$
Liabilities:Accounts payable (d)

$
421


$
548


$
643Short-term borrowings and current portion of long-term
    debt (e)

$
2,580


$
2,802


$
2,935Accrued expenses (f)

$
1,269


$
2,134


$
1,573Long-term debt (g)

$
99


$
119


$
284   (a)
    
    Represents wholesale settlements due from GMAC, 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.(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 48




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  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 cost 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
    Nine MonthsThree Months Ended


EndedSeptember 30,


September 30,2008


2007


2008


2007(Dollars in millions)Net sales and revenue (reduction) (a)

$
1,057


$
(657
)

$
(1,128
)

$
(2,520
)Cost of sales and other expenses (b)

$
180


$
140


$
570


$
384Automotive interest income and other non-operating income,
    net (c)

$
94


$
109


$
266


$
321Interest expense (d)

$
61


$
18


$
176


$
171Servicing expense (e)

$
16


$
39


$
66


$
134Derivative gain (loss) (f)

$
(4
)

$
14


$
(5
)

$
13   (a)
    
    Primarily represents the reduction in net sales and revenue 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.
    During the three months ended September 30, 2008, net sales
    and revenue were favorably affected by a reduction of
    $0.7 billion in the accruals for residual support programs
    for leased vehicles due to recent experience related to
    dealer/lessee lease buy-outs and improvement in residual values
    of fullsize pick-ups and sport utility vehicles.(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 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. 49




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
   Note 19. Segment
    Reporting
        out-of-period
  50




---



##### 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 September 30, 2008Automotive salesExternal customers

$
21,529


$
7,115


$
5,588


$
3,271


$



$
37,503


$



$
37,503


$



$



$



$
37,503Inter-segment


1,015



367



93



1,495



(2,970
)


























Total automotive sales


22,544



7,482



5,681



4,766



(2,970
)


37,503







37,503















37,503Financial services and insurance revenue






































438



438



438Total net sales and revenue

$
22,544


$
7,482


$
5,681


$
4,766


$
(2,970
)

$
37,503


$



$
37,503


$



$
438


$
438


$
37,941Depreciation, amortization and impairment

$
1,255


$
447


$
65


$
145


$
18


$
1,930


$
15


$
1,945


$



$
23


$
23


$
1,968Equity in loss of GMAC LLC

$



$



$



$



$



$



$



$



$
(1,235
)

$



$
(1,235
)

$
(1,235
)Interest income

$
229


$
153


$
75


$
25


$



$
482


$
(374
)

$
108


$



$
20


$
20


$
128Interest expense

$
509


$
198


$
11


$
55


$
4


$
777


$
(235
)

$
542


$



$
28


$
28


$
570Income (loss) from continuing operations before income taxes,
    equity income and minority interest

$
(384
)

$
(1,019
)

$
517


$
(115
)

$
(57
)

$
(1,058
)

$
(131
)

$
(1,189
)

$
(1,476
)

$
83


$
(1,393
)

$
(2,582
)Equity income (loss), net of tax


(22
)


13



8



50







49



1



50















50Minority interests, net of tax


11



3



(11
)


59







62



1



63







(5
)


(5
)


58Income (loss) from continuing operations before income taxes

$
(395
)

$
(1,003
)

$
514


$
(6
)

$
(57
)

$
(947
)

$
(129
)

$
(1,076
)

$
(1,476
)

$
78


$
(1,398
)

$
(2,474
)Investments in nonconsolidated affiliates

$
539


$
354


$
60


$
1,360


$



$
2,313


$
38


$
2,351


$
1,949


$



$
1,949


$
4,300Total assets

$
79,162


$
25,289


$
9,014


$
13,720


$
(12,483
)

$
114,702


$
(11,601
)

$
103,101


$
6,418


$
906


$
7,324


$
110,425Goodwill

$
161


$
515


$



$



$



$
676


$



$
676


$



$



$



$
676   51




---



##### 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 September 30, 2007Automotive salesExternal customers

$
26,022


$
8,385


$
4,829


$
3,766


$



$
43,002


$



$
43,002


$



$



$



$
43,002Inter-segment


585



400



115



1,514



(2,614
)


























Total automotive sales


26,607



8,785



4,944



5,280



(2,614
)


43,002







43,002















43,002Financial services and insurance revenue






































700



700



700Total net sales and revenue

$
26,607


$
8,785


$
4,944


$
5,280


$
(2,614
)

$
43,002


$



$
43,002


$



$
700


$
700


$
43,702Depreciation, amortization and impairment

$
1,341


$
407


$
76


$
150


$
9


$
1,983


$
14


$
1,997


$



$
297


$
297


$
2,294Equity in loss of GMAC LLC

$



$



$



$



$



$



$



$



$
(809
)

$



$
(809
)

$
(809
)Interest income

$
365


$
178


$
41


$
44


$
1


$
629


$
(277
)

$
352


$



$
36


$
36


$
388Interest expense

$
747


$
197


$
58


$
61


$
1


$
1,064


$
(225
)

$
839


$



$
106


$
106


$
945Income (loss) from continuing operations before income taxes,
    equity income and minority interests

$
(1,760
)

$
(406
)

$
375


$
168


$
(27
)

$
(1,650
)

$
(1,033
)

$
(2,683
)

$
(773
)

$
118


$
(655
)

$
(3,338
)Equity income (loss), net of tax


10



10



9



86



(1
)


114







114















114Minority interests, net of tax


(16
)


(2
)


(10
)


(68
)






(96
)


2



(94
)






(8
)


(8
)


(102
)Income (loss) from continuing operations before income taxes

$
(1,766
)

$
(398
)

$
374


$
186


$
(28
)

$
(1,632
)

$
(1,031
)

$
(2,663
)

$
(773
)

$
110


$
(663
)

$
(3,326
)Income from discontinued operations, net of tax

$
45


$



$



$



$



$
45


$



$
45


$



$



$



$
45Gain on sale of discontinued operations, net of tax

$
3,504


$



$



$



$



$
3,504


$



$
3,504


$



$



$



$
3,504Investments in nonconsolidated affiliates

$
327


$
437


$
64


$
1,167


$



$
1,995


$
36


$
2,031


$
6,852


$



$
6,852


$
8,883Total assets

$
92,377


$
27,655


$
6,611


$
14,860


$
(10,945
)

$
130,558


$
(213
)

$
130,345


$
12,413


$
6,742


$
19,155


$
149,500Goodwill

$
188


$
575


$



$



$



$
763


$



$
763


$



$



$



$
763   52




---



##### 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 Nine Months Ended September 30, 2008Automotive salesExternal customers

$
64,579


$
26,269


$
15,273


$
10,999


$



$
117,120


$



$
117,120


$



$



$



$
117,120Inter-segment


2,328



1,701



280



4,221



(8,530
)


























Total automotive sales


66,907



27,970



15,553



15,220



(8,530
)


117,120







117,120















117,120Financial services and insurance revenue






































1,466



1,466



1,466Total net sales and revenue

$
66,907


$
27,970


$
15,553


$
15,220


$
(8,530
)

$
117,120


$



$
117,120


$



$
1,466


$
1,466


$
118,586Depreciation, amortization and impairment

$
3,761


$
1,434


$
220


$
492


$
42


$
5,949


$
40


$
5,989


$



$
519


$
519


$
6,508Equity in loss of GMAC LLC

$



$



$



$



$



$



$



$



$
(4,777
)

$



$
(4,777
)

$
(4,777
)Interest income

$
721


$
492


$
235


$
80


$
1


$
1,529


$
(976
)

$
553


$



$
59


$
59


$
612Interest expense

$
1,781


$
618


$
56


$
160


$
9


$
2,624


$
(587
)

$
2,037


$



$
111


$
111


$
2,148Income (loss) from continuing operations before income taxes,
    equity income and minority interest

$
(10,513
)

$
(938
)

$
1,477


$
(272
)

$
(69
)

$
(10,315
)

$
(4,659
)

$
(14,974
)

$
(5,755
)

$
132


$
(5,623
)

$
(20,597
)Equity income (loss), net of tax


(48
)


47



22



288







309



1



310















310Minority interests, net of tax


8



(17
)


(23
)


101







69







69







(17
)


(17
)


52Income (loss) from continuing operations before income taxes

$
(10,553
)

$
(908
)

$
1,476


$
117


$
(69
)

$
(9,937
)

$
(4,658
)

$
(14,595
)

$
(5,755
)

$
115


$
(5,640
)

$
(20,235
)Expenditures for property

$
2,957


$
1,056


$
237


$
606


$
152


$
5,008


$
519


$
5,527


$



$



$



$
5,527   53




---



##### 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 Nine Months Ended
    September 30, 2007Automotive salesExternal customers

$
82,311


$
25,511


$
12,555


$
10,699


$



$
131,076


$



$
131,076


$



$



$



$
131,076Inter-segment


2,016



1,257



299



4,276



(7,848
)


























Total automotive sales


84,327



26,768



12,854



14,975



(7,848
)


131,076







131,076















131,076Financial services and insurance revenue






































2,530



2,530



2,530Total net sales and revenue

$
84,327


$
26,768


$
12,854


$
14,975


$
(7,848
)

$
131,076


$



$
131,076


$



$
2,530


$
2,530


$
133,606Depreciation, amortization and impairment

$
4,170


$
1,219


$
227


$
428


$
32


$
6,076


$
27


$
6,103


$



$
1,010


$
1,010


$
7,113Equity in loss of GMAC LLC

$



$



$



$



$



$



$



$



$
(874
)

$



$
(874
)

$
(874
)Interest income

$
916


$
499


$
107


$
119


$
1


$
1,642


$
(648
)

$
994


$



$
302


$
302


$
1,296Interest expense

$
2,269


$
586


$
35


$
177


$
7


$
3,074


$
(755
)

$
2,319


$



$
561


$
561


$
2,880Income (loss) from continuing operations before income taxes,
    equity income and minority interest

$
(2,069
)

$
(92
)

$
925


$
544


$
(35
)

$
(727
)

$
(1,967
)

$
(2,694
)

$
(753
)

$
403


$
(350
)

$
(3,044
)Equity income (loss), net of tax


50



30



23



335







438



2



440















440Minority interests, net of tax


(43
)


(17
)


(24
)


(270
)






(354
)


1



(353
)






(8
)


(8
)


(361
)Income (loss) from continuing operations before income taxes

$
(2,062
)

$
(79
)

$
924


$
609


$
(35
)

$
(643
)

$
(1,964
)

$
(2,607
)

$
(753
)

$
395


$
(358
)

$
(2,965
)Income from discontinuing operations, net of tax

$
256


$



$



$



$



$
256


$



$
256


$



$



$



$
256Gain on sale of discontinued operations, net of tax

$
3,504


$



$



$



$



$
3,504


$



$
3,504


$



$



$



$
3,504Expenditures for property

$
3,480


$
620


$
138


$
630


$
30


$
4,898


$
39


$
4,937


$



$
2


$
2


$
4,939   (a)
    
    Corporate and Other recorded charges of $652 million and
    $4.1 billion in the three and nine months ended
    September 30, 2008, respectively, to reflect our estimated
    obligations under the Amended Delphi-GM Settlement Agreements,
    net of any estimated recoveries, updated to reflect current
    uncertainties related to the credit markets and challenges in
    the automotive industry. These charges reflect a
    $622 million benefit associated with the New VEBA, as
    discussed in Note 10, that serves to reduce our estimated
    liability associated with Delphi OPEB related costs for Delphi
    active employees and retirees. Corporate and Other recorded
    charges of $350 and $925 million in the three and nine
    months ended September 30, 2007, respectively for our
    estimated liabilities under the Benefit Guarantee Agreements and
    Delphi-GM Settlement Agreements.(b)
    
    Other Financing also includes the elimination of intercompany
    receivables from total assets. Receivables eliminated at
    September 30, 2008 and 2007 were $4.5 billion and
    $4.0 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 6 and 18 for summarized financial information of
    GMAC at and for the three and nine months ended
    September 30, 2008 and 2007.  Note 20. Subsequent
    Events
  IUE-CWA
    Agreements   54




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
      
    We will pay retiree medical benefits through December 31,
    2011 for eligible IUE-CWA retirees. The present value of this
    commitment is approximately $850 million; effective
    January 1, 2012 a new plan funded by the IUE-CWA VEBA will
    become solely responsible for paying the cost of these retiree
    medical benefits.
    We will pay to the IUE-CWA VEBA four equal installments with a
    combined present value of $700 million on January 2,
    2012, 2013, 2014 and 2015. Each installment payment will be
    $280 million.
    On July 1, 2012, we will pay to the IUE-CWA VEBA the first
    of two equal installments with a combined present value of
    $664 million; we will pay to the IUE-CWA VEBA the second of
    the two equal installments on July 1, 2013. Each
    installment payment will be $510 million.
    We will amend the pension plan for IUE-CWA current and future
    retirees and surviving spouses effective January 1, 2010 to
    provide a flat monthly special lifetime benefit of $133.40. This
    special lifetime benefit is intended to serve as a cost
    pass-through of an equivalent after-tax increase in the monthly
    contribution regarding retiree medical benefits. At
    January 1, 2010, each recipient of this pension increase
    will be assessed an additional non-escalating monthly
    contribution of $103.34 per month as a condition to their
    receipt of retiree medical benefits. The present value of such
    after-tax contributions is $236 million.        Salaried
    Benefit Program Modifications    Salaried
    Workforce Reductions   55




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Hourly
    Retiree Benefit Changes    Future
    North America Capacity Actions   56




---



##### 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
  Global
    Automotive Industry     57




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
       Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007GMNA


23.4%



24.4%



21.7%



23.2%GME


8.9%



9.5%



9.3%



9.5%GMAP


6.9%



6.5%



6.9%



6.8%GMLAAM


17.0%



17.4%



17.3%



16.9%   Near-Term
    Market Challenges    North
    America  pick-up
  
    Elimination of production shifts at certain North American
    fullsize
    pick-up
    truck and sport utility vehicle facilities;
    Increased production of small and midsize cars;
    Cessation of production at four truck facilities, in Oshawa,
    Canada, Moraine, Ohio, Janesville, Wisconsin and Toluca, Mexico;
    and
    Strategic review of the HUMMER brand.  pick-up
    
    Several structural cost actions in North America, including
    further reductions in truck capacity and related component,
    stamping, and powertrain capacity; 58




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  
    Reductions in U.S. and Canada salaried employment and retiree
    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 pick-up
     59




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Europe    Customer
    and Dealer Financing          Nine Months EndedSeptember 30, 2008Australia


10
%Czech Republic


10
%Finland


28
%Greece


6
%New Zealand


36
%Norway


2
%Portugal


7
%Slovak Republic


10
%Spain


5
%        60




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    2008
    Priorities Update  10-K,
  
    Continue to execute great products;
    Build strong brands and distribution channels;
    Execute additional cost reduction initiatives;
    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.   61




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Grow
    Aggressively in Emerging Markets.    Continue
    to Develop and Implement our Advanced Propulsion
    Strategy.    Drive the
    Benefits of Managing the Business Globally.   62




---



##### Table of Contents



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


Nine Months Ended


Three Months Ended


Nine Months EndedSeptember 30,


September 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


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

$
37,503


$
43,002


$
117,120


$
131,076


$
(5,499
)


(12.8
)%

$
(13,956
)


(10.6
)%Financial services and insurance revenue


438



700



1,466



2,530



(262
)


(37.4
)%


(1,064
)


(42.1
)%Total net sales and revenue


37,941



43,702



118,586



133,606



(5,761
)


(13.2
)%


(15,020
)


(11.2
)%Costs and expenses:Automotive cost of sales


34,521



41,373



116,219



121,768



(6,852
)


(16.6
)%


(5,549
)


(4.6
)%Selling, general and administrative expense


3,251



3,601



10,704



10,205



(350
)


(9.7
)%


499



4.9
%Financial services and insurance expense


400



640



1,475



2,334



(240
)


(37.5
)%


(859
)


(36.8
)%Other expenses


652



350



4,136



925



302



86.3
%


3,211



n.m.Operating loss


(883
)


(2,262
)


(13,948
)


(1,626
)


1,379



61.0
%


(12,322
)


n.m.Equity in loss of GMAC LLC


(1,235
)


(809
)


(4,777
)


(874
)


(426
)


(52.7
)%


(3,903
)


n.m.Automotive interest and other expense, net


(464
)


(267
)


(1,872
)


(544
)


(197
)


(73.8
)%


(1,328
)


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


(2,582
)


(3,338
)


(20,597
)


(3,044
)


756



22.6
%


(17,553
)


n.m.Income tax expense


68



39,186



1,029



38,805



(39,118
)


(99.8
)%


(37,776
)


(97.3
)%Equity income, net of tax


50



114



310



440



(64
)


(56.1
)%


(130
)


(29.5
)%Minority interests, net of tax


58



(102
)


52



(361
)


160



156.9
%


413



114.4
%Loss from continuing operations


(2,542
)


(42,512
)


(21,264
)


(41,770
)


39,970



94.0
%


20,506



49.1
%Income from discontinued operations, net of tax






3,549







3,760



(3,549
)


(100.0
)%


(3,760
)


(100.0
)%Net Loss

$
(2,542
)

$
(38,963
)

$
(21,264
)

$
(38,010
)

$
36,421



93.5
%

$
16,746



44.1
%Automotive cost of sales rate


92.0
%


96.2
%


99.2
%


92.9
%


(4.2
)%


n.m.



6.3
%


n.m.Net margin from net loss


(6.7
)%


(89.2
)%


(17.9
)%


(28.4
)%


82.5
%


n.m.



10.5
%


n.m.     Three
    and Nine Months Ended September 30, 2008 Compared to Three
    and Nine Months Ended September 30, 2007    pick-ups
 63




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     out-of-period
  pick-up
  pick-up
     64




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Changes
    in Consolidated Financial Condition  Accounts
    and Notes Receivable, Net      Inventories      Financing
    Equipment on Operating Leases, Net    pick-up pick-up
  Equity in
    Net Assets of GMAC LLC   65




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     Deferred
    Income Tax Asset    Prepaid
    Pension    Short-term
    Borrowings and Current Portion of Long-term Debt      Financing
    Debt    Long-term
    Debt     66




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Postretirement
    Benefits Other Than Pensions    GMA
    Operations Financial Review
  Three Months Ended


Nine Months Ended


Three Months Ended


Nine Months EndedSeptember 30,


September 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


%(Dollars in millions)Total net sales and revenue

$
37,503


$
43,002


$
117,120


$
131,076


$
(5,499
)


(12.8
)%

$
(13,956
)


(10.6
)%Automotive cost of sales


35,248



41,058



116,887



121,339



(5,810
)


(14.2
)%


(4,452
)


(3.7
)%Selling, general and administrative expense


3,202



3,300



9,920



9,578



(98
)


(3.0
)%


342



3.6
%Operating income (loss)


(947
)


(1,356
)


(9,687
)


159



409



30.2
%


(9,846
)


n.m.Automotive interest and other expense, net


(111
)


(294
)


(628
)


(886
)


183



62.2
%


258



29.1
%Loss from continuing operations before income taxes, equity
    income and minority interests


(1,058
)


(1,650
)


(10,315
)


(727
)


592



35.9
%


(9,588
)


n.m.Equity income, net of tax


49



114



309



438



(65
)


(57.0
)%


(129
)


(29.5
)%Minority interests, net of tax


62



(96
)


69



(354
)


158



164.6
%


423



119.5
%Loss from continuing operations before income taxes

$
(947
)

$
(1,632
)

$
(9,937
)

$
(643
)

$
685



42.0
%

$
(9,294
)


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

$



$
3,549


$



$
3,760


$
(3,549
)


(100.0
)%

$
(3,760
)


(100.0
)%Automotive cost of sales rate


94.0
%


95.5
%


99.8
%


92.6
%


(1.5
)%


n.m.



7.2
%


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


(2.8
)%


(3.8
)%


(8.8
)%


(0.6
)%


1.0
%


n.m.



(8.2
)%


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


2,039



2,156



6,496



6,906



(117
)


(5.4
)%


(410
)


(5.9
)%Vehicle Sales (b)(c):Industry


16,223



17,389



52,864



53,070



(1,165
)


(6.7
)%


(206
)


(0.4
)%GM


2,115



2,388



6,656



7,064



(273
)


(11.4
)%


(408
)


(5.8
)%GM market share  Worldwide


13.0
%


13.7
%


12.6
%


13.3
%


(0.7
)%


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.(c)
    
    Vehicle sales data may include rounding differences. 67




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     Three
    and Nine Months Ended September 30, 2008 Compared to Three
    and Nine Months Ended September 30, 2007  Industry
    Global Vehicle Sales      GM Global
    Vehicle Sales      GM Global
    Production Volume      Total Net
    Sales and Revenue     68




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Automotive
    Cost of Sales      Selling,
    General and Administrative Expense      Automotive
    Interest and Other Expense, Net      Equity
    Income, Net of Tax      Minority
    Interests, Net of Tax   69




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Income
    from Discontinued Operations, Net of Tax    Supplemental
    Categories for Expenses
          Three Months Ended


Nine Months Ended


Three Months Ended


Nine Months EndedSeptember 30,


September 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


%(Dollars in billions)Contribution costs (a)

$
27.5


$
29.4


$
85.6


$
90.3


$
(1.9
)


(6.5
)%

$
(4.7
)


(5.2
)%Structural costs (b)


11.8



13.1



37.8



38.3



(1.3
)


(9.9
)%


(0.5
)


(1.3
)%Impairment, restructuring and other charges (c)


(1.8
)


1.7



3.6



2.0



(3.5
)


n.m.



1.6



80.0
%Derivative and certain foreign currency related items (d)


1.0



0.2



(0.2
)


0.3



0.8



n.m.



(0.5
)


(166.7
)%Total

$
38.5


$
44.4


$
126.8


$
130.9


$
(5.9
)


(13.3
)%

$
(4.1
)


(3.1
)%Automotive cost of sales

$
35.3


$
41.1


$
116.9


$
121.3


$
(5.8
)


(14.1
)%

$
(4.4
)


(3.6
)%Selling, general and administrative expense


3.2



3.3



9.9



9.6



(0.1
)


(3.0
)%


0.3



3.1
%Total

$
38.5


$
44.4


$
126.8


$
130.9


$
(5.9
)


(13.3
)%

$
(4.1
)


(3.1
)%  70




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    (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 $27.2 billion and
    $29.1 billion in the three months ended September 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
    three months ended September 30, 2008 and 2007,
    respectively, 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
    $84.8 billion and $89.6 billion in the nine months
    ended September 30, 2008 and 2007, respectively. The amount
    of contribution costs classified in Selling, general and
    administrative expenses was $0.8 billion and
    $0.7 billion in the nine months ended September 30,
    2008 and 2007, respectively.(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 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 $8.9 billion and $10.1 billion in the three months
    ended September 30, 2008 and 2007, respectively, and the
    amount of structural costs included in Selling, general and
    administrative expense was $2.9 billion and
    $3.0 billion in the three months ended September 30,
    2008 and 2007, respectively. The amount of structural costs
    included in Automotive cost of sales was $28.7 billion and
    $29.4 billion in the nine months ended September 30,
    2008 and 2007, respectively, and the amount of structural costs
    included in Selling, general and administrative expense was
    $9.1 billion and $8.9 billion in the nine months ended
    September 30, 2008 and 2007, respectively.(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      Structural
    Costs     71




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Restructuring
    and Other Charges    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007(Dollars in millions)Special attrition programs

$
22


$
33


$
3,500


$
9Restructuring initiatives


620



387



2,017



618Asset impairments














109Change in amortization period for pension prior service cost






1,310







1,310Net curtailment gain


(3,684
)






(3,684
)


Salaried post-65 healthcare settlement


1,172







1,172



Other


47







584



(47
)Total

$
(1,823
)

$
1,730


$
3,589


$
1,999     
    Charges of $22 million for restructuring initiatives in
    GMNA related to special attrition programs, including related
    curtailment charges;
    Charges of $620 million for restructuring initiatives as
    follows: GMNA, $591 million; GME, $29 million;
    $3.7 billion net curtailment gain related to the
    accelerated recognition of unamortized net prior service credit
    due to the Settlement Agreement for the UAW hourly medical plan
    becoming effective in the three months ended September 30,
    2008; and
    Charges of $1.2 billion at GMNA for the settlement loss
    associated with the elimination of healthcare coverage for U.S.
    salaried retirees over age 65 beginning January 1,
    2009 and $47 million of charges for the employees who have
    accepted the voluntary Salaried Window Program.    
    Charges of $33 million for restructuring initiatives in
    GMNA related to special attrition programs, including related
    curtailment charges;
    Charges of $387 million for restructuring initiatives as
    follows: GMNA, $125 million; GME, $262 million; and
    Charges of $1.3 billion for additional pension expense
    related to the accelerated recognition of unamortized prior
    service cost.    
    Charges of $3.5 billion for restructuring initiatives in
    GMNA related to special attrition programs, including related
    curtailment charges;
    Charges of $2.0 billion for restructuring initiatives as
    follows: GMNA, $1.7 billion; GME, $231 million; GMAP,
    $98 million; and
    $3.7 billion net curtailment gain specific to the
    accelerated recognition of unamortized net prior service credits
    due to the Settlement Agreement for the UAW hourly medical plan
    becoming effective in the nine months ended September 30,
    2008; and $1.2 billion of salaried post-65 healthcare
    charges noted above; and
    Charges of $340 million at GMNA related to our agreement
    with the CAW, charges of $197 million at GMNA related to
    support we provided to American Axle and charges of
    $47 million related to the Salaried Window Program.    
    $9 million net charge for costs related to the special
    attrition programs at GMNA; 72




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  
    Charges of $618 million for restructuring initiatives as
    follows: GMNA, $219 million; GME, $349 million; GMAP,
    $50 million;
    Charges of $109 million for product specific asset
    impairments as follows: GMNA, $95 million; GMAP,
    $14 million;
    Charges of $1.3 billion for additional pension expense
    related to the accelerated recognition of unamortized prior
    service cost; and
    $47 million adjustment in conjunction with cessation of
    production at a previously divested business.  Derivative
    and Foreign Currency Related Items    GMA
    Regional Results
  GM
    North America  Three Months Ended


Nine Months Ended


Three Months Ended


Nine Months EndedSeptember 30,


September 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


%(Dollars in millions)Total net sales and revenue

$
22,544


$
26,607


$
66,907


$
84,327


$
(4,063
)


(15.3
)%

$
(17,420
)


(20.7
)%Automotive cost of sales


20,924



26,065



71,008



79,513



(5,141
)


(19.7
)%


(8,505
)


(10.7
)%Selling, general and administrative expense


1,883



2,021



5,723



5,822



(138
)


(6.8
)%


(99
)


(1.7
)%Operating loss


(263
)


(1,479
)


(9,824
)


(1,008
)


1,216



82.2
%


(8,816
)


n.m.Automotive interest and other expense, net


(121
)


(281
)


(689
)


(1,061
)


160



56.9
%


372



35.1
%Loss from continuing operations before income taxes, equity
    income and minority interests


(384
)


(1,760
)


(10,513
)


(2,069
)


1,376



78.2
%


(8,444
)


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


(22
)


10



(48
)


50



(32
)


n.m.



(98
)


(196.0
)%Minority interests, net of tax


11



(16
)


8



(43
)


27



168.8
%


51



118.6
%Loss from continuing operations before income taxes

$
(395
)

$
(1,766
)

$
(10,553
)

$
(2,062
)

$
1,371



77.6
%

$
(8,491
)


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

$



$
3,549


$



$
3,760


$
(3,549
)


(100.0
)%

$
(3,760
)


(100.0
)%Automotive cost of sales rate


92.8
%


98.0
%


106.1
%


94.3
%


(5.2
)%


n.m.



11.8
%


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


(1.7
)%


(6.6
)%


(15.7
)%


(2.5
)%


4.9
%


n.m.



(13.2
)%


n.m. 73




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  Three Months Ended


Nine Months Ended


Three Months Ended


Nine Months EndedSeptember 30,


September 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


%(Volume in thousands)Production Volume (a):Cars


436



367



1,178



1,168



69



18.8
%


10



0.9
%Trucks


479



653



1,456



2,057



(174
)


(26.6
)%


(601
)


(29.2
)%Total


915



1,020



2,634



3,225



(105
)


(10.3
)%


(591
)


(18.3
)%Vehicle Sales (b)(c):Industry  North America


4,185



4,951



13,323



14,943



(766
)


(15.5
)%


(1,620
)


(10.8
)%GMNA


978



1,206



2,889



3,462



(228
)


(18.9
)%


(573
)


(16.5
)%GM market share  North America


23.4
%


24.4
%


21.7
%


23.2
%


(1.0
)%


n.m.



(1.5
)%


n.m.Industry  U.S.


3,411



4,171



10,961



12,599



(760
)


(18.2
)%


(1,638
)


(13.0
)%GM market share  U.S. industry


24.3
%


25.1
%


22.2
%


23.6
%


(0.8
)%


n.m.



(1.4
)%


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


20.3
%


20.8
%


18.7
%


19.9
%


(0.5
)%


n.m.



(1.2
)%


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


28.4
%


28.8
%


25.8
%


26.7
%


(0.4
)%


n.m.



(0.9
)%


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.(c)
    
    Vehicle sales data may include rounding differences.  Three
    and Nine Months Ended September 30, 2008 Compared to Three
    and Nine Months Ended September 30, 2007  Industry
    Vehicle Sales    Total Net
    Sales and Revenue  pick-ups
  pick-up
 74




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
      pick-up
      Automotive
    Cost of Sales  mark-to-market
  mark-to-market
   75




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Selling,
    General and Administrative Expense      Automotive
    Interest and Other Expense, Net      Equity
    Income (Loss), Net of Tax    Income
    from Discontinued Operations, Net of Tax   76




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Europe  Three Months Ended


Nine Months Ended


Three Months Ended


Nine Months EndedSeptember 30,


September 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


%(Dollars in millions)Total net sales and revenue

$
7,482


$
8,785


$
27,970


$
26,768


$
(1,303
)


(14.8
)%

$
1,202



4.5
%Automotive cost of sales


7,829



8,487



26,596



24,875



(658
)


(7.8
)%


1,721



6.9
%Selling, general and administrative expense


630



683



2,190



2,015



(53
)


(7.8
)%


175



8.7
%Operating loss


(977
)


(385
)


(816
)


(122
)


(592
)


(153.8
)%


(694
)


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


(42
)


(21
)


(122
)


30



(21
)


(100.0
)%


(152
)


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


(1,019
)


(406
)


(938
)


(92
)


(613
)


(151.0
)%


(846
)


n.m.Equity income, net of tax


13



10



47



30



3



30.0
%


17



56.7
%Minority interests, net of tax


3



(2
)


(17
)


(17
)


5



n.m.








%Loss from continuing operations before income taxes

$
(1,003
)

$
(398
)

$
(908
)

$
(79
)

$
(605
)


(152.0
)%

$
(829
)


n.m.Automotive cost of sales rate


104.6
%


96.6
%


95.1
%


92.9
%


8.0
%


n.m.



2.2
%


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


(13.6
)%


(4.6
)%


(3.4
)%


(0.3
)%


(9.0
)%


n.m.



(3.1
)%


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


348



396



1,336



1,371



(48
)


(12.1
)%


(35
)


(2.6
)%Vehicle Sales (b)(c):Industry  Europe


5,158



5,533



17,353



17,370



(375
)


(6.8
)%


(17
)


(0.1
)%GM Europe


459



523



1,621



1,653



(64
)


(12.3
)%


(33
)


(2.0
)%GM market share  Europe


8.9
%


9.5
%


9.3
%


9.5
%


(0.6
)%


n.m.



(0.2
)%


n.m.GM market share  Germany


8.4
%


9.4
%


9.0
%


9.5
%


(1.0
)%


n.m.



(0.5
)%


n.m.GM market share  United Kingdom


14.9
%


14.8
%


15.2
%


15.2
%


0.1
%


n.m.




%


n.m.GM market share  Russia


9.5
%


9.1
%


10.9
%


9.4
%


0.4
%


n.m.



1.5
%


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.(c)
    
    Vehicle sales data may include rounding differences.  Three
    and Nine Months Ended September 30, 2008 Compared to Three
    and Nine Months Ended September 30, 2007  Industry
    Vehicle Sales   77




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
      Total Net
    Sales and Revenue          Automotive
    Cost of Sales       78




---



##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Selling,
    General, and Administrative Expense      Automotive
    Interest and Other Income (Expense), Net    GM
    Latin America/Africa/Mid-East  Three Months Ended


Nine Months Ended


Three Months Ended


Nine Months EndedSeptember 30,


September 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


%(Dollars in millions)Total net sales and revenue

$
5,681


$
4,944


$
15,553


$
12,854


$
737



14.9
%

$
2,699



21.0
%Automotive cost of sales


4,966



4,333



13,535



11,344



633



14.6
%


2,191



19.3
%Selling, general and administrative expense


278



237



777



711



41



17.3
%


66



9.3
%Operating income


437



374



1,241



799



63



16.8
%


442



55.3
%Automotive interest and other income, net


80



1



236



126



79



n.m.



110



87.3
%Income from continuing operations before income taxes, equity
    income and minority interests


517



375



1,477



925



142



37.9
%


552



59.7
%Equity income, net of tax


8



9



22



23



(1
)


(11.1
)%


(1
)


(4.3
)%Minority interests, net of tax


(11
)


(10
)


(23
)


(24
)


(1
)


(10.0
)%


1



4.2
%Income from continuing operations before income taxes

$
514


$
374


$
1,476


$
924


$
140



37.4
%

$
552



59.7
%Automotive cost of sales rate


87.4
%


87.6
%


87.0
%


88.3
%


(0.2
)%


n.m.



(1.3
)%


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


9.1
%


7.6
%


9.5
%


7.2
%


1.5
%


n.m.



2.3
%


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


276



251



795



706



25



10.0
%


89



12.6
%Vehicle Sales (b)(c):Industry  LAAM


2,009



1,899



5,840



5,293



110



5.8
%


547



10.3
%GMLAAM


342



330



1,012



895



11



3.4
%


117



13.1
%GM market share  LAAM


17.0
%


17.4
%


17.3
%


16.9
%


(0.4
)%


n.m.



0.4
%


n.m.GM market share  Brazil


19.8
%


20.9
%


20.2
%


20.4
%


(1.1
)%


n.m.



(0.2
)%


n.m.      79




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  (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.(c)
    
    Vehicle sales data may include rounding differences.  Three
    and Nine Months Ended September 30, 2008 Compared to Three
    and Nine Months Ended September 30, 2007  Industry
    Vehicle Sales        Total Net
    Sales and Revenue      Automotive
    Cost of Sales       80




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Selling,
    General and Administrative Expense      Automotive
    Interest and Other Income, Net     81




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Asia Pacific  Three Months Ended


Nine Months Ended


Three Months Ended


Nine Months EndedSeptember 30,


September 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


%(Dollars in millions)Total net sales and revenue

$
4,766


$
5,280


$
15,220


$
14,975


$
(514
)


(9.7
)%

$
245



1.6
%Automotive cost of sales


4,447



4,765



14,226



13,433



(318
)


(6.7
)%


793



5.9
%Selling, general and administrative expense


409



355



1,222



1,022



54



15.2
%


200



19.6
%Operating income (loss)


(90
)


160



(228
)


520



(250
)


(156.3
)%


(748
)


(143.8
)%Automotive interest and other income (expense), net


(25
)


8



(44
)


24



(33
)


n.m.



(68
)


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


(115
)


168



(272
)


544



(283
)


(168.5
)%


(816
)


(150.0
)%Equity income, net of tax


50



86



288



335



(36
)


(41.9
)%


(47
)


(14.0
)%Minority interests, net of tax


59



(68
)


101



(270
)


127



186.8
%


371



137.4
%Income (loss) from continuing operations before income tax

$
(6
)

$
186


$
117


$
609


$
(192
)


(103.2
)%

$
(492
)


(80.8
)%Automotive cost of sales rate


93.3
%


90.2
%


93.5
%


89.7
%


3.1
%


n.m.



3.8
%


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


(2.4
)%


3.2
%


(1.8
)%


3.6
%


(5.6
)%


n.m.



(5.4
)%


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


500



489



1,731



1,604



11



2.2
%


127



7.9
%Vehicle Sales (a)(c)(e):Industry  Asia Pacific


4,871



5,005



16,348



15,464



(134
)


(2.7
)%


884



5.7
%GMAP


336



327



1,134



1,054



8



2.6
%


80



7.6
%GM market share  Asia Pacific (d)


6.9
%


6.5
%


6.9
%


6.8
%


0.4
%


n.m.



0.1
%


n.m.GM market share  Australia


13.5
%


14.2
%


12.9
%


14.6
%


(0.7
)%


n.m.



(1.7
)%


n.m.GM market share  China (d)


12.2
%


11.5
%


12.0
%


12.1
%


0.7
%


n.m.



(0.1
)%


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.(e)
    
    Vehicle sales data may include rounding differences. 82




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Three
    and Nine Months Ended September 30, 2008 Compared to Three
    and Nine Months Ended September 30, 2007  Industry
    Vehicle Sales          Total Net
    Sales and Revenue      Automotive
    Cost of Sales         83




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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    FIO
    Financial Review
      pick-up
 84




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
           Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2008(Dollars in millions)GMAC Common Membership Interests

$



$
2,036GMAC Preferred Membership Interests


251



1,001Total

$
251


$
3,037  85




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     GMAC Common


GMAC PreferredMembership Interests


Membership Interests(Dollars in millions)Balance at January 1, 2008

$
7,079


$
1,044Our proportionate share of GMACs losses


(302
)


Impairment charges


(1,310
)


(142
)Other, primarily Accumulated other comprehensive income (loss)


(76
)


Balance at March 31, 2008


5,391



902Our proportionate share of GMACs losses


(1,204
)


Impairment charges


(726
)


(608
)Other, primarily Accumulated other comprehensive income (loss)


(7
)


Balance at June 30, 2008


3,454



294Our proportionate share of GMACs losses


(1,235
)


Impairment charges






(251
)Other, primarily Accumulated other comprehensive income (loss)


(270
)


Balance at September 30, 2008

$
1,949


$
43   pick-up pick-up pick-up
  Three
    and Nine Months Ended September 30, 2008 Compared to Three
    and Nine Months Ended September 30, 2007    held-for-sale
  held-for-sale
 86




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   held-for-sale
  other-than-temporary
  other-than-temporary
     87




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Corporate
    and Other Operations
  Three Months Ended


Nine Months Ended


Three Months Ended


Nine Months EndedSeptember 30,


September 30,


2008 vs. 2007 Change


2008 vs. 2007 Change2008


2007


2008


2007


Amount


%


Amount


%(Dollars in millions)Total net sales and revenue

$



$



$



$



$




n.m.


$




n.m.Automotive cost of sales


(727
)


315



(668
)


429



(1,042
)


n.m.



(1,097
)


n.m.Selling, general and administrative expense


49



301



784



627



(252
)


(83.7
)%


157



25.0
%Other expense


707



405



4,300



1,125



302



74.6
%


3,175



n.m.Operating loss


(29
)


(1,021
)


(4,416
)


(2,181
)


992



97.2
%


(2,235
)


(102.5
)%Automotive interest and other income (expense), net


(102
)


(12
)


(243
)


214



(90
)


n.m.



(457
)


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


(131
)


(1,033
)


(4,659
)


(1,967
)


902



87.3
%


(2,692
)


(136.9
)%Income tax expense (benefit)


68



39,113



1,758



38,682



(39,045
)


(99.8
)%


(36,924
)


(95.5
)%Equity income, net of tax


1







1



2



1




%


(1
)


(50.0
)%Minority interests, net of tax


1



2







1



(1
)


(50.0
)%


(1
)


(100.0
)%Net loss

$
(197
)

$
(40,144
)

$
(6,416
)

$
(40,646
)

$
39,947



99.5
%

$
34,230



84.2
%        Three
    and Nine Months Ended September 30, 2008 Compared to Three
    and Nine Months Ended September 30, 2007       88




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
            2
  2
     89




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Key
    Factors Affecting Future and Current Results
  2008
    GM-UAW Settlement Agreement          Years Ended December 31,2008


2009


2010


2011


2012


Thereafter


Total(Dollars in millions)Cash

$



$



$
1,840


$
1,442


$
454


$
9,540


$
13,276Cash settlement of Short-Term Note










4,768















4,768Cash payment of Convertible Note










926



295



4,668







5,889Total contractual contributions (a)

$



$



$
7,534


$
1,737


$
5,122


$
9,540


$
23,933   (a)
    
    Total contractual contributions exclude any potential shortfall
    contributions (Shortfall Payments) as described below, other
    than the 2008 required Shortfall Payment, which was deferred
    until 2010. This table does not take into consideration the
    $450 million payment we committed to pay directly to the
    New VEBA to settle a UAW claim asserted against Delphi which is
    contingent upon substantial consummation of a Delphi plan of
    reorganization (POR). The table also assumes the Convertible
    Note is not converted prior to maturity.    
    We may contribute $5.6 billion on the Implementation Date
    or we may elect to make annual payments in varying amounts
    between $421 million and $3.3 billion through 2020. At
    any time after the Implementation Date, we will have the option
    to prepay all remaining payments; 90




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  
    In February 2008 we issued a $4.0 billion short-term note
    (Short-Term Note) to LBK, LLC, a Delaware limited liability
    company of which we are the sole member (LBK). The Short-Term
    Note pays interest at a rate of 9.0% and matures on or before
    the 20th business day after the Implementation Date. LBK will
    hold the Short-Term Note until maturity at which point the
    proceeds will be transferred to the New VEBA;
    In February 2008 we issued $4.4 billion principal amount of
    our 6.75% Series U Convertible Senior Debentures due
    December 31, 2012 to LBK. LBK will hold the Convertible
    Note until it is transferred to the New VEBA. The Convertible
    Note is convertible into 109 million shares of our common
    stock. Interest on the Convertible Note is payable
    semi-annually. Interest payments of $296 million due in
    2010, 2011 and 2012, after the Convertible Note is contributed
    to the New VEBA, will be made directly to the New VEBA (or any
    other holder of the Convertible Note);
    Existing assets of the Mitigation Plan and a remaining
    $1.0 billion contribution due in 2011 to the New VEBA;
    Approximately $285 million of other payments to be made on
    the Implementation Date; and
    We may be required to contribute Shortfall Payments of
    $165 million per year, limited to a maximum of 20 payments,
    to the New VEBA if annual cash flow projections show that the
    New VEBA will become insolvent on a rolling
    25-year
    basis. As mentioned above, when measuring our obligation at
    September 1, 2008, we assumed we would be required to make
    all 20 payments.
    At any time after the Implementation Date we will have the
    option to prepay all remaining payments.      2008
    Special Attrition Programs and U.S. and Canada Facility
    Idlings      Delphi
    Bankruptcy  Background   91




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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 December 31, 2006
    through the date that Delphi ceases to provide such benefits and
    assume responsibility for OPEB going forward;
    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; 92




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  
    Transfer, under IRS Code Section 414(l), $2.1 billion
    of net liabilities from the Delphi HRP to our U.S. hourly
    pension plan on September 29, 2008 (First Hourly Pension
    Transfer) and remaining net liabilities, which are estimated to
    be $1.3 billion at September 30, 2008, upon
    Delphis substantial consummation of its POR consistent
    with the Amended Delphi-GM Settlement Agreements (Second Hourly
    Pension Transfer). Actual amounts of the Second Hourly Pension
    Transfer will depend on, among other factors, valuation of
    liability at transfer date and performance of pension plan
    assets;
    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 certain hourly employees of Delphi;
    Award certain future product programs to Delphi, provide Delphi
    with ongoing preferential sourcing for other product programs,
    eliminate certain previously agreed upon price reductions, and
    restrict our ability to re-source certain production to
    alternative suppliers;
    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);
    Pay Delphi $110 million in both 2009 and 2010 in quarterly
    installments in connection with certain U.S. facilities owned by
    Delphi (Facilitation Support);
    Temporarily accelerate payment terms for Delphis North
    American sales to us upon substantial consummation of its POR,
    until 2012;
    Beginning January 1, 2009, reimburse Delphi for actual cash
    payments related to workers compensation, disability,
    supplemental employment benefits and severance obligations for
    all current and former UAW-represented hourly active and
    inactive employees; and
    Guarantee a minimum recovery of the net working capital that
    Delphi has invested in certain businesses held for sale.        
    an administrative claim regarding the First Hourly Pension
    Transfer of $1.6 billion, of which we will share equally
    with the general unsecured creditors up to only the first
    $600 million in recoveries in the event Delphi does not
    emerge from bankruptcy;
    an administrative claim for $2.1 billion for the total
    Delphi HRP transfer (inclusive of the administrative claim for
    the First Hourly Pension Transfer) to be paid in preferred stock
    upon substantial consummation of Delphis POR in which
    Delphi emerges with: (1) its principal core businesses;
    (2) exit financing that does not exceed $3.0 billion
    (plus a revolving credit facility); and (3) equity
    securities that are not senior to or pari passu with the
    preferred stock issued to us; and 93




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  
    a general unsecured claim in the amount of $2.5 billion
    that is subordinated until general unsecured creditors receive
    recoveries equal to 20% of their general unsecured claims after
    which we will receive 20% of our general unsecured claim in
    preferred stock, with any further recovery shared ratably
    between us and general unsecured creditors.    Delphi
    POR    Debtor-in-Possession
    Risks if
    Delphi Cannot Emerge From Bankruptcy    GM
    Contingent Liability   94




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    Investigations        Liquidity
    and Capital Resources
   95




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     Automotive and Other


Financing and InsuranceNine Months Ended September 30,2008


2007


2008


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

$
(10,487
)

$
2,042


$
826


$
1,599Cash provided by discontinued operating activities






221







Net cash provided by (used in) operating activities


(10,487
)


2,263



826



1,599Cash flows from investing activitiesExpenditures for property


(5,527
)


(4,937
)






(2
)Investments in marketable securities, acquisitions


(3,146
)


(8,615
)


(63
)


(57
)Investments in marketable securities, liquidations


5,124



6,764



15



37Proceeds from sale of business units/equity investments






5,354







Capital contribution to GMAC LLC






(1,022
)






Operating leases, liquidations










3,014



2,463Net investing activity with Financing and Insurance Operations


1,198



721







Other


(324
)


(71
)


352



48Net cash provided by (used in) continuing investing
    activities


(2,675
)


(1,806
)


3,318



2,489Cash used in discontinued investing activities






(22
)






Net cash provided by (used in) investing activities


(2,675
)


(1,828
)


3,318



2,489Cash flows from financing activitiesNet increase (decrease) in short-term borrowing


257



(305
)


(2,987
)


(3,427
)Borrowings of long-term debt


5,581



1,919







Payments made on long-term debt


(847
)


(1,244
)






Net financing activity with Automotive and Other Operations










(1,198
)


(721
)Cash dividends paid to stockholders


(283
)


(425
)






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


4,708



(55
)


(4,185
)


(4,148
)Cash used in discontinued financing activities






(5
)






Net cash provided by (used in) financing activities


4,708



(60
)


(4,185
)


(4,148
)Effect of exchange rate changes on cash and cash equivalents


(315
)


292







Net transactions with Automotive/Financing Operations


51



(39
)


(51
)


39Net decrease in cash and cash equivalents


(8,718
)


628



(92
)


(21
)Cash and cash equivalents at beginning of the period


24,549



23,774



268



349Cash and cash equivalents at end of the period

$
15,831


$
24,402


$
176


$
328   Liquidity
    Overview   96




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
               97




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Previous
    Restructuring Actions      July 2008
    Initiatives      
    Salaried employment savings (estimated $1.5 billion
    effect)  We are executing salaried headcount
    reductions in the U.S. and Canada through normal attrition,
    early retirements, mutual separation programs and other tools.
    In September 2008, we extended voluntary early retirement offers
    under our Salaried Retirement Window Program (Salaried Window
    Program) to certain of our U.S. salaried employees.
    Employees accepting the Salaried Retirement Window Program were
    required to do so no later than October 24, 2008, with the
    majority of retirements taking place on November 1, 2008.
    As of October 31, 2008, 3,460 employees had
    irrevocably accepted the Salaried Retirement Window Program,
    which was in excess of the 3,000 needed to achieve our financial
    target. In addition, health care coverage for U.S. salaried
    retirees over 65 has been eliminated, effective January 1,
    2009. Furthermore, 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
    effect)  Significant progress has been made towards
    achieving GMNAs structural cost reduction target. We have
    accelerated cessation of production at two assembly facilities
    in addition to shift and line-rate reductions at other
    facilities. Truck capacity is expected to be reduced by 300,000
    vehicles by the end of 2009. Promotional and advertising
    spending is being reduced by 25% and 20%, respectively, and
    engineering spending is being curtailed as well. In addition, we
    are implementing significant reductions in discretionary
    spending (e.g., travel, non-core information technology projects
    and consulting services).
    Capital expenditure reductions (estimated $1.5 billion
    effect)  The major components of this 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. 98




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  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. 
    Working capital improvements (estimated $2.0 billion
    effect)  Actions are being taken to improve working
    capital by approximately $1.5 billion in North America and
    $0.5 billion in Europe by December 31, 2009, primarily
    by reducing raw material,
    work-in-progress
    and finished goods inventory levels as well as implementing lean
    inventory practices at parts warehouses. All these initiatives
    are on track for completion prior to December 31, 2009.
    UAW VEBA payment deferrals (estimated $1.7 billion
    effect)  Approximately $1.7 billion of payments
    that had been scheduled to be made to a temporary asset account
    in 2008 and 2009 for the establishment of the New VEBA has been
    deferred until 2010. The outstanding payable resulting from this
    deferral will accrue interest at 9% per annum. The UAW and
    Class Counsel have agreed that this deferral will not
    constitute a change in or breach of the Settlement Agreement.
    Within 20 business days of the Implementation Date,
    approximately $7.0 billion of deferred payments, plus
    interest plus additional contractual amounts will be due to the
    New VEBA.
    Dividend suspension (estimated $0.8 billion
    effect)  Our Board of Directors has suspended
    dividends on our common stock.    
    Asset sales  We are exploring the sale of the HUMMER
    business, the Strasbourg transmission plant and the AC Delco
    business. We expect to shortly commence providing offering
    materials to potential buyers for the HUMMER and AC Delco
    aftermarket parts businesses pursuant to appropriate
    confidentiality agreements and have already commenced providing
    confidential offering materials for the Strasbourg transmission
    plant to interested parties. We are also in the process of
    monetizing idle or excess real estate, and several individual
    transactions are in various stages of execution.
    Capital market activities  Our plan targeted at least
    $2.0 billion to $3.0 billion of financing during 2008
    and 2009. However, due to the prevailing global economic
    conditions and our current financial condition and near-term
    outlook, we currently do not have access to the capital markets
    on acceptable terms. In the three months ended
    September 30, 2008, we executed $0.5 billion of
    debt-for-equity exchanges of our Series D convertible bonds
    due in June 2009. In addition, we have gross unencumbered assets
    of over $20 billion, which could support a secured debt
    offering, or multiple offerings, in excess of the initially
    targeted $2.0 billion to $3.0 billion, if market
    conditions recover. These assets include stock of foreign
    subsidiaries, brands, our investment in GMAC and real estate.  Recent
    Developments and November 2008 Initiatives     99




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
      
    Salaried employment savings (estimated $0.5 billion effect)
      Additional salaried employment savings will be
    achieved through incremental workforce reductions in
    U.S. and Canada, including involuntary separation
    initiatives. In addition, we have announced the suspension of
    our matching contribution to certain defined contribution plans
    starting November 1, 2008 as well as suspension of other
    reimbursement programs for U.S. and Canadian salaried
    employees. We also expect to realize salaried employment savings
    in Western Europe in 2009 through a wage/salary freeze and other
    cost reduction initiatives.
    Additional GMNA structural cost reductions (estimated
    $1.5 billion effect)  We expect to reduce GMNA
    structural cost by an additional $1.5 billion in 2009.
    These additional reductions would result from the recently
    announced acceleration of previously planned capacity actions
    and other plant operating plan changes, additional efficiencies
    in engineering resources aligned with further product plan
    changes, continued marketing spending reductions aligned with
    expected automotive industry conditions and intensified focus on
    discretionary spending reductions.
    Additional working capital reductions (estimated
    $0.5 billion effect)  GMNA is targeting
    approximately $0.5 billion of additional working capital
    reductions beyond the original 2008 target reduction level of
    $1.5 billion. This additional target reduction is expected
    to be achieved by continuing to focus on inventory reductions
    and initiatives related to accounts payables.
    Additional capital expenditure reductions (estimated
    $2.5 billion effect)  2009 capital spending will
    be reduced from the revised target of $7.2 billion
    announced on July 15 to $4.8 billion. This reduction will
    be achieved primarily through deferrals of selected programs
    (e.g., the Cadillac CTS coupe and the next generation Chevy Aveo
    for the global market) and related capacity reduction projects.
    However, we are still planning to increase global spending for
    fuel economy improvements, and spending related to the Chevy
    Volt will continue. Beyond 2009, capital expenditures will
    stabilize in the $6.5 billion to $7.0 billion range
    (excluding China, which is self funded with our joint venture
    partner).    Liquidity
    Outlook   100




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
             101




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Automotive
    and Other  Available
    Liquidity      
    Costs to implement long-term cost savings and restructuring
    plans such as potential capacity reduction programs;
    Continuing capital expenditures;
    Scheduled U.S. term debt and lease maturities through 2009
    of $2.3 billion;
    Scheduled cash contributions of $7.2 billion in early 2010
    for the benefit of the New VEBA trust for postretirement health
    care established pursuant to the Settlement Agreement; and
    Continuing use of cash in our operations as a result of lower
    global industry sales.      September 30,


December 31,


September 30,2008


2007


2007(Dollars in billions)Cash and cash equivalents

$
15.8


$
24.6


$
24.4Marketable securities


0.1



2.1



2.0Readily-available VEBA assets


0.3



0.6



3.6Available liquidity


16.2



27.3



30.0Available under credit facilities


2.2



9.7



9.5Total liquidity

$
18.4


$
37.0


$
39.5  102




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     September 30,


December 31,


September 30,2008


2007


2007(Dollars in billions)Total VEBA assets

$
13.2


$
16.3


$
19.1Readily-available VEBA assets

$
0.3


$
0.6


$
3.6       Credit
    Facilities         103




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     Non-Cash
    Charges (Gains)    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007(Dollars in millions)Impairment of GMAC Common Membership Interest

$



$



$
2,036


$
Impairment of GMAC Preferred Membership Interest


251







1,001



Impairment of FIO Equipment on operating leases, net










105



Impairment of long-lived assets


1







29



84Net curtailment gain related to finalization of Settlement
    Agreement


(3,684
)






(3,684
)


Salaried post-65 healthcare settlement


1,172







1,172



Change in amortization period for pension prior service costs






1,310







1,310Valuation allowances against deferred tax assets






39,032



379



39,032Others














(47
)$
(2,260
)

$
40,342


$
1,038


$
40,379   Cash
    Flow          Debt   104




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
        Net
    Debt    Other
    Liquidity Issues        GMAC
    Participation Agreement   105




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
        Financing
    and Insurance Operations    pick-up
     106




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
       Status
    of Debt Ratings      Rating Agency

Corporate

Secured

Senior Unsecured

OutlookDBRS

CC

CCC (low)

CC

NegativeFitch

CCC

B

CCC-

Credit WatchMoodys

Caa2

B1

Caa3

NegativeS&P

CCC+

B

CCC+

Credit Watch            107




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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.   108




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








Three Months


Nine MonthsActive Markets


Significant Other


Significant


Ended


Endedfor Identical


Observable


Unobservable


September 30,


September 30,September 30,


Assets


Inputs


Inputs


2008


20082008


(Level 1)


(Level 2)


(Level 3)


Total Losses


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

$
1,949


$



$



$
1,949


$



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


43











43



(251
)


(1,001
)Total

$
1,992


$



$



$
1,992


$
(251
)

$
(3,037
)       pick-up
       109




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2008(Dollars in millions)GMAC Common Membership Interests

$



$
2,036GMAC Preferred Membership Interests


251



1,001Total

$
251


$
3,037       
    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.
    ResCap  We previously 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. Due to
    prevailing market conditions at September 30, 2008 we do
    not believe that comparable industry participants exist;
    however, we believe that previous data used, in conjunction with
    certain publicly available information incorporated into our
    analysis, results in an appropriate valuation at
    September 30, 2008.
    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   110




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     and/or
      September 30,


December 31,


September 30,2008


2007


2007(Dollars in millions)Assets leased under operating leases

$
1,384


$
2,164


$
2,181Trade receivables sold


24



87



83Total

$
1,408


$
2,251


$
2,264   Guarantees
    Provided to Third Parties       111




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Decrease
    in Contractual Obligations  10-K,
      2008


2009-2010


2011-2012


2013 and after


Total(Dollars in millions)Postretirement benefits (a)(b)

$
3,338


$
6,802


$
4,814


$



$
14,954Less: VEBA assets (a)


(3,338
)


(6,802
)


(4,814
)






(14,954
)Net postretirement benefits


















Net increases due to finalization of the Settlement Agreement










7,590



12,015



19,605Total

$



$



$
7,590


$
12,015


$
19,605Remaining balance postretirement benefits (a)

$
728


$
1,772


$
5,248


$
41,311


$
49,059Less: VEBA assets (a)


(728
)


(621
)










(1,349
)Net






1,151



5,248



41,311



47,710Net increases (decreases) due to finalization of the Settlement
    Agreement


165



(246
)


(3,636
)


(29,286
)


(33,003
)Total

$
165


$
905


$
1,612


$
12,025


$
14,707   (a)
    
    As reported in our 2007
    10-K prior
    to the finalization of the Settlement Agreement.(b)
    
    Amounts include postretirement benefits under the current
    contractual labor agreements in North America. The remainder of
    the estimated liability for benefits beyond the current labor
    agreement and for essentially all salaried employees, is
    classified under remaining balance of postretirement benefits.
    These obligations are not contractual.  Dividends
    and/or
   112




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Employees
    September 30,


December 31,


September 30,2008


2007


2007(in thousands)GMNA (a)


123



139



139GME


56



57



58GMLAAM


36



34



34GMAP


35



34



34Other


2



2



2Total


252



266



267   (a)
    
    Of the approximately 3,400 employees who have elected to
    participate in the Salaried Window Program a majority have left
    active employment prior to November 1, 2008.  Critical
    Accounting Estimates
  10-K, 10-K
    Pensions     113




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
      Form 10-K
  Other
    Postretirement Benefits      Assumed Health-Care Trend Rates

2008Initial health-care cost trend rate


8.2%Ultimate health-care cost trend rate


5.0%Number of years to ultimate trend rate


6    114




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  Form 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.    
    The possibility for continued or increasing price competition in
    the highly competitive U.S. market;
    Volatile 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.   115




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
         Valuation
    of Cost and Equity Method Investments       116




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Valuation
    of Vehicle Operating Leases and Lease Residuals          Sales
    Incentives    Accounting
    Standards Not Yet Adopted
   117




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   Forward-Looking
    Statements
  Forms 10-K 10-Q Form 8-K, Forms 10-K 10-Q Form 8-K, Forms 10-K, 10-Q 8-K.
  
    Our ability to maintain adequate liquidity and financing sources
    and an appropriate level of debt;
    Our ability to complete planned asset sales;
    Continued economic and automotive industry instability or poor
    economic conditions in the U.S. and global markets, including
    the credit markets, or changes in economic conditions, commodity
    prices, housing prices, currency exchange rates or political
    stability in the markets in which we operate;
    Our ability to realize production efficiencies, to achieve
    reductions in costs as a result of the turnaround restructuring
    and health care cost reductions, to achieve planned levels of
    working capital reductions and to implement capital expenditures
    at levels and times planned by management;
    Shortages of and price increases for fuel;
    Market acceptance of our new products including cars and
    crossover vehicles;
    The ability of our customers, dealers, distributors and
    suppliers to obtain adequate financing on acceptable terms to
    continue their business relationships with us;
    Significant changes in the competitive environment, including as
    a result of industry consolidation, and the effect of
    competition in our markets, including on our pricing policies or
    use of incentives;
    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;
    The effectiveness of recent or future actions by the U.S.
    federal government, including the $25 billion loan program
    for automobile manufacturers and suppliers and recently enacted
    legislation relating to mortgage assets;
    Costs and risks associated with litigation;
    The final results of investigations and inquiries by the SEC;
    The potential effect if we receive a going concern
    statement in our auditors report on our 2008 financial
    statements;
    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 effect 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; and
    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. 118




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   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 revenue, profitability and financial condition;
    Changes in the competitive markets in which GMAC operates,
    including 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
   119




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    Rules 13a-15(e) Rules 13a-15 Form 10-K
  Remediation
    and Changes in Internal Controls
      
    Established and are currently executing against a project plan
    using internal and external resources to redesign, enhance and
    strengthen our roles and responsibilities and processes related
    to the communication and accounting for employee benefits.
    Made significant progress in the compilation and analysis of
    world-wide benefit arrangements.
    Made significant progress in strengthening the controls over the
    completeness and accuracy of census data for the actuarial
    valuation process.    
    Continued to re-design and strengthen our tax accounting process
    using internal and external resources.
    Implemented key controls at corporate and regions for identified
    critical work streams.    
    Implemented more stringent authorization and review procedures
    for manual journal entries recorded at the corporate level.
    Performed parallel testing and user training for a new
    consolidation system.
    Developed enhanced controls and user checklists to be used with
    the new consolidation system and related processes.  Form 10-K
   120




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     Limitations
    on the Effectiveness of Controls
    * * * * *
 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,
 121




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   * * * * * * *
  GM
    Securities and Shareholder Derivative Suits
  In re General Motors
    Corporation Securities and Derivative Litigation,
    Salisbury
    v.
  * * * * * * *
  GMAC
    Bondholder Class Actions
  J&R Marketing SEP, 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,
 122




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   * * * * * * *
  Coolant
    System Class Action Litigation
      * * * * * * *
  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.
  * * * * * * *
 123




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   EPA
    Environmental Appeal Board Remands Hazardous Waste Region V
    Case, Affecting Regions II and III Enforcements
    * * * * * * *
 Item 1A.
    Risk Factors  Item 1A Risk Factors 10-K.
  We are
    dependent on asset sales and other operating initiatives and
    cash flow transactions because in the current environment our
    operations do not generate sufficient cash to fund our
    obligations as they come due.      Inadequate
    liquidity could materially and adversely affect our business
    operations in the future.   124




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
       Deterioration
    in U.S. and global financial markets has had and may continue to
    have a material adverse impact on consumers, dealers and
    suppliers.        Negative
    developments in the availability or terms of consumer credit
    through GMAC or other sources could adversely affect our
    sales.   125




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
      Consolidation
    within the automotive industry may provide our competitors with
    a cost or strategic advantage.      There
    can be no assurance that the $25 billion loan program for
    automobile manufacturers and suppliers will provide loans to us
    on a timely or sufficient basis.      There
    can be no assurance that the global automobile market will not
    suffer a significant further downturn.   126




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    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.    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 effect on how we do
    business.  line-up 2
    2 2 state-by-state
 127




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
  2
    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.   128




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    Our
    significant investment in new technology may not result in
    successful vehicle applications.    Our
    indebtedness and other financial obligations are significant and
    could negatively impact our operations in future
    periods.      
    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 indebtedness
    and amounts due under the Settlement Agreement;
    Impairing our ability to obtain additional financing for working
    capital, capital expenditures, acquisitions, refinancing
    indebtedness or other purposes;
    Limiting our ability to take advantage of business opportunities
    as they arise;
    Placing us at a competitive disadvantage compared to our
    competitors that have less debt or are less leveraged;
    Limiting our ability to withstand competitive pressures and
    reducing our flexibility in responding to changing business and
    economic conditions and
    Increasing our vulnerability to interest rate increases, since
    certain of our borrowings are at variable rates.  Our
    business may be materially affected by decreases in the residual
    value of off-lease vehicles.  10-K
 129




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
    Risks
    related to our 49% equity interest in GMAC
  Risks
    Related to GMACs Business
  GMACs
    business and the businesses of its subsidiaries, including
    ResCap, require substantial capital, and continued disruption in
    its funding sources and access to the capital markets could
    continue to have a material adverse effect on its liquidity and
    financial condition.        The
    profitability and financial condition of GMACs operations
    are heavily dependent upon our operations.   130




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
     The
    occurrence of recent adverse developments in the mortgage
    finance and credit markets has adversely affected ResCaps
    business, liquidity and capital position and has raised
    substantial doubt about ResCaps ability to continue as a
    going concern.   and/or and/or
  and/or
 131




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   GMACs
    profitability and financial condition has been materially
    adversely affected by declines in the residual value of
    off-lease vehicles, and the residual value of off-lease vehicles
    may continue to decrease.  and/or
  General
    business and economic conditions may significantly and adversely
    affect GMACs revenues, profitability and financial
    condition.       132




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
      Risks
    Related to GMACs Becoming a Bank Holding Company
  GMACs
    business, financial condition and results of operations could be
    adversely affected by new regulations to which it may become
    subject as a result of becoming a bank holding company, by new
    regulations or by changes in other regulations or the
    application thereof.        * * * * * *
 133




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 Item 6.
    Exhibits  ExhibitNumber

Exhibit Name10(a)

General Motors Executive Retirement Plan, As Amended August 4,
    200810(b)

Amended and Restated Global Settlement Agreement Between Delphi
    Corporation and General Motors Corporation, Dated September 12,
    200810(c)

Amended and Restated Master Restructuring Agreement Between
    Delphi Corporation and General Motors Corporation, Dated
    September 12, 200823

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   * * * * * * * *
 134




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GENERAL MOTORS CORPORATION AND SUBSIDIARIES
 SIGNATURE       By:
    /s/  NICK
    S. CYPRUS     135




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##### Table of Contents



GENERAL MOTORS CORPORATION AND SUBSIDIARIES
   EXHIBIT INDEX
  ExhibitNumber

Exhibit Name10(a)

General Motors Executive Retirement Plan, As Amended August 4,
    200810(b)

Amended and Restated Global Settlement Agreement Between Delphi
    Corporation and General Motors Corporation, Dated September 12,
    200810(c)

Amended and Restated Master Restructuring Agreement Between
    Delphi Corporation and General Motors Corporation, Dated
    September 12, 200823

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  136