##### 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
    March 31, 2007ORo

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

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

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

48265-3000(Address of Principal Executive
    Offices)

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




---



##### 



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


Condensed
    Consolidated Financial Statements (Unaudited)


3Condensed
    Consolidated Statements of Income for the Three Months Ended
    March 31, 2007 and 2006 (As restated)


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


4Condensed
    Consolidated Statement of Stockholders Equity (Deficit)
    for the Three Months Ended March 31, 2007 and 2006 (As
    restated)


5Condensed
    Consolidated Statements of Cash Flows for the Three Months Ended
    March 31, 2007 and 2006


6Notes to Condensed
    Consolidated Financial Statements


7Item 2.


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


32Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


63Item 4.


Controls and
    Procedures


63Part II 
    Other InformationItem 1.


Legal
    Proceedings


66Item 1A.


Risk
    Factors


67Item 2.


Purchases of Equity
    Securities


70Item 6.


Exhibits


71Signatures


722002 Stock Incentive Plan, as amendedSection 302 Certification of the Chief Executive OfficerSection 302 Certification of the Chief Financial OfficerSection 906 Certification of the Chief Executive OfficerSection 906 Certification of the Chief Financial Officer   2




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##### Table of Contents



PART I  Item 1.
    Condensed
    Consolidated Financial Statements  GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
 CONDENSED
    CONSOLIDATED STATEMENTS OF INCOME
    (Dollars in millions, except per share amounts)  Three Months EndedMarch 31,2007


2006(Unaudited)(As restated, seeNotes 2 and 12)Net sales and revenueAutomotive sales

$
42,923


$
43,529Financial services and insurance
    revenue


986



8,847Total net sales and revenue


43,909



52,376Costs and expensesAutomotive cost of sales


39,047



40,073Selling, general, and
    administrative expense


3,375



3,427Financial services and insurance
    expense


883



8,285Total costs and expenses


43,305



51,785Operating income


604



591Equity in loss of GMAC LLC


(183
)


Automotive and other interest
    expense


(799
)


(638
)Automotive interest income and
    other non-operating income


386



798Income before income taxes, other
    equity income and minority interests


8



751Income tax expense






232Equity income and minority
    interests, net of tax


54



83Net income

$
62


$
602Basic earnings per
    share:Earnings per share, basic

$
.11


$
1.06Weighted average common shares
    outstanding, basic (millions)


566



566Diluted earnings per
    share:Earnings per share, diluted

$
.11


$
1.06Weighted average common shares
    outstanding, diluted (millions)


567



569Cash dividends per share

$
.25


$
.25    3




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
 CONDENSED
    CONSOLIDATED BALANCE SHEETS
    (Dollars in millions)  March 31,


December 31,


March 31,2007


2006


2006(Unaudited)





(Unaudited)(As restated,see Note 12)ASSETSCurrent AssetsCash and cash equivalents

$
20,923


$
23,774


$
17,427Marketable securities


159



138



1,396Total cash and marketable securities


21,082



23,912



18,823Accounts and notes receivable, net


9,697



8,216



6,966Inventories


15,431



13,921



14,867Equipment on operating leases, net


5,650



6,125



7,217Deferred income taxes and other
    current assets


12,143



11,957



10,139Total current assets


64,003



64,131



58,012Financing and Insurance
    Operations AssetsCash and cash equivalents


301



349



17,441Investments in securities


187



188



18,443Finance receivables, net










180,173Loans held for sale










18,171Equipment on operating leases, net


10,457



11,794



32,570Investment in GMAC LLC


7,355



7,523



Other assets


3,684



2,269



28,996Total Financing and Insurance
    Operations Assets


21,984



22,123



295,794Non-Current
    AssetsProperty, net


41,612



41,934



38,551Deferred income taxes


32,476



32,967



22,387Prepaid pension


17,639



17,366



37,478Other assets


7,484



7,671



9,917Total non-current assets


99,211



99,938



108,333Total Assets

$
185,198


$
186,192


$
462,139LIABILITIES AND
    STOCKHOLDERS EQUITY (DEFICIT)Current LiabilitiesAccounts payable (principally trade)

$
30,065


$
26,931


$
26,872Short-term borrowings and current
    portion of long-term debt


4,834



5,666



1,294Accrued expenses


34,518



35,225



43,424Total current liabilities


69,417



67,822



71,590Financing and Insurance
    Operations LiabilitiesAccounts payable


133



192



3,596Debt


8,297



9,438



245,260Other liabilities and deferred
    income taxes


1,572



1,947



29,136Total Financing and Insurance
    Operations Liabilities


10,002



11,577



277,992Non-Current
    LiabilitiesLong-term debt


33,120



33,067



32,612Postretirement benefits other than
    pensions


48,998



50,086



31,431Pensions


11,293



11,934



11,576Other liabilities and deferred
    income taxes


15,570



15,957



20,084Total non-current liabilities


108,981



111,044



95,703Total liabilities


188,400



190,443



445,285Minority interests


1,145



1,190



1,075Stockholders Equity
    (Deficit)Preferred stock, no par value,
    authorized 6,000,000, no shares issued and outstanding










$12/3
    par value common stock (2,000,000,000 shares authorized,
    756,637,541 and 565,738,371 shares issued and outstanding
    at March 31, 2007, respectively 756,637,541 and
    565,670,254 shares issued and outstanding at
    December 31, 2006, respectively and 756,637,541 and
    565,559,329 shares issued and outstanding at March 31,
    2006, respectively)


943



943



943Capital surplus (principally
    additional paid-in capital)


15,346



15,336



15,296Retained earnings


39



406



3,408Accumulated other comprehensive
    (loss)


(20,675
)


(22,126
)


(3,868
)Total stockholders equity
    (deficit)


(4,347
)


(5,441
)


15,779Total Liabilities, Minority
    Interests, and Stockholders Equity (Deficit)

$
185,198


$
186,192


$
462,139    4




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##### Table of Contents



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


TotalShares of








Comprehensive





Comprehensive


StockholdersCommon


Capital


Capital


Income


Retained


Income


EquityStock


Stock


Surplus


(Loss)


Earnings


(Loss)


(Deficit)Balance December 31,
    2005


566


$
943


$
15,285






$
2,960


$
(4,535
)

$
14,653Net income, as restated (see
    Note 12)













$
602



602







602Cumulative effect of a change in
    accounting principle  adoption of
    SFAS No. 156, net of tax


















(13
)






(13
)Other comprehensive income:Foreign currency translation
    adjustments














426











Unrealized gains on derivatives














119











Unrealized gains on securities














170











Minimum pension liability adjustment














(48
)










Other comprehensive income














667







667



667Comprehensive income













$
1,269







Stock options










11















11Cash dividends paid


















(141
)






(141
)Balance March 31, 2006, as
    restated (see Note 12)


566


$
943


$
15,296






$
3,408


$
(3,868
)

$
15,779Balance December 31,
    2006


566


$
943


$
15,336






$
406


$
(22,126
)

$
(5,441
)Net income













$
62



62







62Effects 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, net of tax


















137







137Other comprehensive income:Foreign currency translation
    adjustments














200











Unrealized loss on derivatives














(59
)










Unrealized loss on securities














(39
)










Defined benefit plans:Net prior service cost














(213
)










Net actuarial gain














1











Net transition asset/obligation














408











Other comprehensive income














298







298



298Comprehensive income













$
360







Stock options










10















10Cash dividends paid


















(141
)






(141
)Balance March 31,
    2007


566


$
943


$
15,346






$
39


$
(20,675
)

$
(4,347
)    5




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
 CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Dollars in millions)  Three Months EndedMarch 31,2007


2006(Unaudited)Net cash provided by operating
    activities

$
1,468


$
790Cash flows from investing
    activitiesExpenditures for property


(1,185
)


(1,376
)Investments in marketable
    securities, acquisitions


(26
)


(5,443
)Investments in marketable
    securities, liquidations


6



4,969Net change in mortgage servicing
    rights






(56
)Increase in finance receivables






(7,589
)Proceeds from sale of finance
    receivables






16,220Proceeds from sale of business
    units/equity investments






9,911Operating leases, acquisitions






(4,524
)Operating leases, liquidations


789



1,625Capital contribution to GMAC LLC


(1,022
)


Investments in companies, net of
    cash acquired


2



(5
)Other


(584
)


(2,402
)Net cash provided by (used in)
    investing activities


(2,020
)


11,330Cash flows from financing
    activitiesNet decrease in short-term
    borrowings


(2,212
)


(5,900
)Borrowings of long-term debt


18



23,824Payments made on long-term debt


(35
)


(26,895
)Cash dividends paid to stockholders


(141
)


(141
)Other






1,081Net cash (used in) financing
    activities


(2,370
)


(8,031
)Effect of exchange rate changes on
    cash and cash equivalents


23



53Net increase (decrease) in cash
    and cash equivalents


(2,899
)


4,142Cash and cash equivalents at
    beginning of the period


24,123



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

$
21,224


$
34,868    6




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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
    Change
    in Presentation of Financial Statements
    Sale
    of GMAC Commercial Mortgage
   7




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 2.
    Basis of
    Presentation  (continued)  Changes
    in Accounting Principles
  Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans
  Form 10-K,
  Accounting
    for Uncertainty in Income Taxes
  more-likely-than-not more-likely-than-not more-likely-than-not
  No. FIN 48-1
    more-likely-than-not
   8




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 2.
    Basis of
    Presentation  (concluded)    Accounting
    for Early Retirement or Postemployment Programs with Specific
    Features
  05-5, 05-5,
  Accounting
    for Servicing of Financial Assets
  available-for-sale
  Accounting
    Standards Not Yet Adopted
    instrument-by-instrument available-for-sale held-to-maturity
 9




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 3.
    Inventories    March 31,


December 31,


March 31,2007


2006


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

$
5,982


$
5,810


$
5,916Finished product, service parts,
    etc.


10,957



9,619



10,476Total inventories at FIFO


16,939



15,429



16,392Less LIFO allowance


(1,508
)


(1,508
)


(1,525
)Total


15,431



13,921



14,867FIO off-lease vehicles


223



185



657Total inventories

$
15,654


$
14,106


$
15,524   Note 4.
    Investment
    in Nonconsolidated Affiliates         10




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 4.
    Investment
    in Nonconsolidated
    Affiliates  (concluded)     Three Months EndedMarch 31,2007


2006(Dollars in millions)GMAC

$
(183
)

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


117



71Other


39



55Total

$
(27
)

$
126     Condensed Consolidated Statement
    of Operations:Total net sales and revenue

$
5,298Depreciation and amortization


1,081Interest expense


3,673Operating loss


(155
)Income tax expense


150Net loss


(305
)Net loss available to common


(357
)Condensed Consolidated Balance
    Sheet:Loans held for sale

$
22,086Finance receivables and loans, net


165,017Investment in operating leases, net


25,881Other assets


25,520Total assets


275,132Total debt


223,727Accrued expenses


23,083Total liabilities


257,840Preferred interests


2,226Total stockholders equity


15,066   available-for-sale
 11




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 5.
    Product
    Warranty Liability    March 31,


December 31,


March 31,2007


2006


2006(Dollars in millions)Beginning balance

$
9,064


$
9,135


$
9,135Payments


(1,151
)


(4,463
)


(1,119
)Increase in liability (warranties
    issued during period)


1,222



4,517



1,090Adjustments to liability
    (pre-existing warranties)


(11
)


(570
)


(10
)Effect of foreign currency
    translation


29



445



46Ending balance

$
9,153


$
9,064


$
9,142     Note 6.
    GMNA
    Postemployment Benefit Costs       12




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 6.
    GMNA
    Postemployment Benefit
    Costs  (concluded)      March 31,


December 31,


March 31,2007


2006


2006(Dollars in millions)Beginning balance

$
1,269


$
2,012


$
2,012Additions






2,212



Interest accretion


4



31



8Payments


(376
)


(1,834
)


(109
)Adjustments


(4
)


(1,152
)


(136
)Ending balance

$
893


$
1,269


$
1,775   Note 7.
    Commitments
    and Contingent Matters  Commitments
           13




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 7.
    Commitments
    and Contingent Matters  (continued)        Environmental
          Asbestos
    Claims
   14




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 7.
    Commitments
    and Contingent Matters  (continued)           Contingent
    Matters
      Delphi
   15




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 7.
    Commitments
    and Contingent Matters  (continued)      and/or
     16




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 7.
    Commitments
    and Contingent Matters  (concluded)          Benefit
    Guarantees Related to Divested Unit
     17




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 8.
    Earnings
    Per Share      Per ShareIncome


Shares


AmountThree Months Ended
    March 31, 2007Basic earnings per
    share

$
62



566


$
0.11Effect of common stock equivalents
    arising from settlement of contingent convertible debentures










Effect of exercise of stock
    options and vesting of restricted stock units






1



Diluted earnings per share

$
62



567


$
0.11Three Months Ended
    March 31, 2006Basic earnings per
    share

$
602



566


$
1.06Effect of common stock equivalents
    arising from settlement of contingent convertible debentures










Effect of exercise of stock options






3



Diluted earnings per share

$
602



569


$
1.06        18




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 9.
    Depreciation
    and Amortization    Three Months EndedMarch 31,2007


2006(Dollars in millions)Depreciation

$
1,257


$
1,114Amortization of special tools


725



738Amortization of intangible assets


17



17Total


1,999



1,869Financing and Insurance
    OperationsDepreciation


379



1,505Amortization of intangible assets






6Total


379



1,511Total consolidated depreciation
    and amortization

$
2,378


$
3,380   Note 10.
    Pensions
    and Other Postretirement Benefits   19




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 10.
    Pensions
    and Other Postretirement
    Benefits  (concluded)     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 EndedMarch 31,


March 31,


March 31,


March 31,2007


2006


2007


2006


2007


2006


2007


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

$
160


$
253


$
118


$
113


$
93


$
176


$
10


$
13Interest cost


1,216



1,219



255



211



901



1,077



46



47Expected return on plan assets


(1,986
)


(2,014
)


(218
)


(174
)


(350
)


(375
)






Amortization of prior service cost


130



273



7



25



(461
)


(28
)


(20
)


(20
)Recognized net actuarial loss


211



406



82



94



339



619



28



32Curtailments, settlements, and
    other


2



23



23



13















Net (income) expense

$
(267
)

$
160


$
267


$
282


$
522


$
1,469


$
64


$
72     Note 11.
    Impairments,
    Restructuring and Other Initiatives  Impairments
    Restructuring
    and Other Initiatives
   20




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 11.
    Impairments,
    Restructuring and Other
    Initiatives  (concluded)         Note 12.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  Form 10-K, Form 10-Q
    Net income, as previously
    reported

$
445Pre-tax adjustments:Derivative and hedge accounting
    adjustmentsCommodity ContractsNormal purchases and normal
    sales scope exception for certain commodity contracts


80Hedge accounting related to
    commodity cash flow hedges


270Foreign Exchange
    ContractsHedge accounting related to
    foreign currency cash flow and net investment hedges


115Interest Rate
    ContractsHedge accounting related to
    certain debt instruments


(191
)Total derivative and hedge
    accounting adjustments


274Other
    out-of-period
    adjustments


(80
)Total pre-tax adjustments


194Income tax expense


37Total of above adjustments, net of
    tax


157Net income, as
    restated

$
602  21




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  (continued)    Basic earnings per share:Earnings per share, as reported

$
0.79Adjustments


0.27Earnings per share, as restated

$
1.06Diluted earnings per share:Earnings per share, as reported

$
0.78Adjustments


0.28Earning per share, as restated

$
1.06     Derivatives
    and Hedge Accounting Adjustments
  Commodity
    Contracts
    marked-to-market
 22




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  (continued)   Foreign
    Exchange Contracts
        Interest
    Rate Contracts
    Other
    Out-of-Period
    Adjustments
  out-of-period out-of-period
 23




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  (continued)   out-of-period
  Unemployment benefit payments.
  Automotive revenue recognition. EITF 00-21,
  Development costs.
  Advertising expenses.
  Gain on sale of equity method investment.
  Employee related costs.
  out-of-period
  00-10,
 24




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  (continued)    Three Months EndedMarch 31, 2006PreviouslyReportedandReclassified


RestatedNet sales and revenueAutomotive sales

$
42,542


$
43,529Financial services and insurance
    revenue


8,855



8,847Total net sales and revenue


51,397



52,376Costs and expensesAutomotive cost of sales


39,514



40,073Selling, general, and
    administrative expense


3,400



3,427Financial services and insurance
    expense


8,075



8,285Total costs and expenses


50,989



51,785Operating income


408



591Automotive and other interest
    expense


(684
)


(638
)Automotive interest income and
    other non-operating income


848



798Income before income taxes, other
    equity income and minority interests


572



751Income tax expense


194



232Equity income and minority
    interests, net of tax


67



83Net income

$
445


$
602Basic earnings per
    share:Earnings per share, basic

$
.79


$
1.06Weighted average common shares
    outstanding, basic (millions)


566



566Diluted earnings per
    share:Earnings per share, diluted

$
.78


$
1.06Weighted average common shares
    outstanding, diluted (millions)


569



569  25




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  (concluded)  March 31, 2006PreviouslyReported


RestatedASSETSCurrent AssetsCash and cash equivalents

$
17,427


$
17,427Marketable securities


1,396



1,396Total cash and marketable securities


18,823



18,823Accounts and notes receivable, net


9,440



6,966Inventories


14,862



14,867Equipment on operating leases, net


7,217



7,217Deferred income taxes and other
    current assets


10,032



10,139Total current assets


60,374



58,012Financing and Insurance
    Operations AssetsCash and cash equivalents


17,441



17,441Investments in securities


18,443



18,443Finance receivables, net


180,161



180,173Loans held for sale


18,171



18,171Equipment on operating leases, net


32,570



32,570Other assets


31,608



28,996Total Financing and Insurance
    Operations Assets


298,394



295,794Non-Current AssetsProperty, net


38,457



38,551Deferred income taxes


21,034



22,387Prepaid pension


37,592



37,478Other assets


7,813



9,917Total non-current assets


104,896



108,333Total Assets

$
463,664


$
462,139LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable (principally trade)

$
26,614


$
26,872Short-term borrowings and current
    portion of long-term debt


1,207



1,294Accrued expenses


43,317



43,424Total current liabilities


71,138



71,590Finance and Insurance Operations
    LiabilitiesAccounts payable


3,596



3,596Debt


244,779



245,260Other liabilities and deferred
    income taxes


31,924



29,136Total Financing and Insurance
    Operations Liabilities


280,299



277,992Non-Current
    LiabilitiesLong-term debt


31,021



32,612Postretirement benefits other than
    pensions


31,431



31,431Pensions


11,576



11,576Other liabilities and deferred
    income taxes


21,699



20,084Total non-current liabilities


95,727



95,703Total liabilities


447,164



445,285Minority interest


1,075



1,075Stockholders
    EquityPreferred stock, no par value,
    authorized 6,000,000, no shares issued and outstanding






$12/3
    par value common stock (2,000,000 shares authorized,
    756,637,541 and 565,559,329 shares issued and outstanding,
    respectively)


943



943Capital surplus (principally
    additional
    paid-in-capital)


15,296



15,296Retained earnings


2,652



3,408Accumulated other comprehensive
    (loss)


(3,466
)


(3,868
)Total stockholders equity


15,425



15,779Total Liabilities, Minority
    Interests, and Stockholders Equity

$
463,664


$
462,139   26




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 13.
    Segment
    Reporting      TotalGM








Total


Corporate


Excluding





Other


TotalGMNA


GME


LAAM


GMAP


Other


GMA


& Other


FIO


GMAC (a)


Financing


Financing


Total(Dollars in millions)For the Three Months Ended
    March 31, 2007Automotive salesExternal customers

$
27,963


$
8,084


$
3,460


$
3,396


$
(2
)

$
42,901


$
22


$
42,923


$



$



$



$
42,923Intersegment


543



401



113



1,163



(2,220
)


























Total automotive sales


28,506



8,485



3,573



4,559



(2,222
)


42,901



22



42,923















42,923Financial services and insurance
    revenue


































50



936



986



986Total net sales and revenue

$
28,506


$
8,485


$
3,573


$
4,559


$
(2,222
)

$
42,901


$
22


$
42,923


$
50


$
936


$
986


$
43,909Depreciation and amortization

$
1,383


$
381


$
73


$
147


$
9


$
1,993


$
6


$
1,999


$



$
379


$
379


$
2,378Interest income

$
253


$
155


$
26


$
34


$



$
468


$
(219
)

$
249


$



$
140


$
140


$
389Interest expense(a)

$
744


$
191


$
36


$
56


$
3


$
1,030


$
(231
)

$
799


$



$
248


$
248


$
1,047Income tax expense (benefit)

$
3


$
(1
)

$
53


$
27


$
(3
)

$
79


$
(85
)

$
(6
)

$
(19
)

$
25


$
6


$
Earnings (losses) of
    nonconsolidated affiliates

$
13


$
8


$
6


$
127


$



$
154


$
2


$
156


$
(183
)

$



$
(183
)

$
(27
)Net income (loss)

$
(46
)

$
5


$
201


$
116


$
(4
)

$
272


$
(124
)

$
148


$
(115
)

$
29


$
(86
)

$
62Investments in nonconsolidated
    affiliates

$
302


$
419


$
145


$
1,099


$



$
1,965


$
36


$
2,001


$
7,355


$



$
7,355


$
9,356Total assets

$
129,713


$
28,945


$
4,883


$
14,117


$
(10,656
)

$
167,002


$
(3,788
)

$
163,214


$
9,011


$
12,973


$
21,984


$
185,198Goodwill

$
271


$
492


$



$



$



$
763


$



$
763


$



$



$



$
763     (a)
    
    Refer to Note 4 for summarized financial information of
    GMAC for the three months ended March 31, 2007.  27




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 13.
    Segment
    Reporting  (concluded)  TotalGM








Total


Corporate


Excluding





Other


TotalGMNA


GME


LAAM


GMAP


Other


GMA


& Other


FIO


GMAC


Financing


Financing


Total(Dollars in millions)For the Three Months Ended
    March 31, 2006Automotive salesExternal customers

$
30,315


$
7,565


$
2,983


$
2,715


$



$
43,578


$
(49
)

$
43,529


$



$



$



$
43,529Intersegment


542



490



178



671



(1,881
)


























Total automotive sales


30,857



8,055



3,161



3,386



(1,881
)


43,578



(49
)


43,529















43,529Financial services and insurance
    revenue


































8,813



34



8,847



8,847Total net sales and revenue

$
30,857


$
8,055


$
3,161


$
3,386


$
(1,881
)

$
43,578


$
(49
)

$
43,529


$
8,813


$
34


$
8,847


$
52,376Depreciation and amortization

$
1,359


$
355


$
54


$
87


$
9


$
1,864


$
5


$
1,869


$
1,511


$



$
1,511


$
3,380Interest income

$
303


$
107


$
20


$
25


$
3


$
458


$
(316
)

$
142


$
605


$
(154
)

$
451


$
593Interest expense

$
799


$
153


$
28


$
55


$



$
1,035


$
(397
)

$
638


$
3,814


$
(17
)

$
3,797


$
4,435Income tax expense (benefit)

$
(11
)

$
35


$
57


$
252


$
(2
)

$
331


$
(321
)

$
10


$
222


$



$
222


$
232Earnings (loss) of nonconsolidated
    affiliates

$
13


$
7


$
4


$
101


$



$
125


$
1


$
126


$



$



$



$
126Net income (loss)

$
(292
)

$
59


$
40


$
492


$
(4
)

$
295


$
(189
)

$
106


$
495


$
1


$
496


$
602Investments in nonconsolidated
    affiliates

$
155


$
351


$
152


$
1,097


$



$
1,755


$
34


$
1,789


$



$



$



$
1,789Total assets

$
133,864


$
25,962


$
4,734


$
10,967


$
(8,252
)

$
167,275


$
(930
)

$
166,345


$
303,744


$
(7,950
)

$
295,794


$
462,139Goodwill

$
308


$
445


$



$



$



$
753


$



$
753


$
2,521


$



$
2,521


$
3,274   Note 14.
    Transactions
    with GMAC    Marketing
    Incentives and Operating Lease Residuals
         28




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 14.
    Transactions
    with GMAC  (continued)            Operating
    Lease Assets Transferred to GM by GMAC
   29




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 14.
    Transactions
    with GMAC  (continued)   Exclusivity
    Arrangement
    Marketing
    Service Agreement
    Royalty
    Arrangement
    Shared
    and Transition Services Agreement
    Balance
    Sheet
    Assets:Accounts and notes receivable(a)

$
1,335Other assets(b)


41Liabilities:Accounts payable(c)


679Short-term borrowings and current
    portion of long-term debt(d)


3,081Accrued expenses(e)


63Long-term debt(f)


411     (a)
    
    Represents wholesale settlements due from GMAC, amounts owed by
    GMAC with respect to the operating lease assets transferred to
    GM, and the exclusivity fee and royalty arrangement as discussed
    above.(b)
    
    Represents primarily distributions due from GMAC on GMs
    Preferred Membership Interests. 30




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Concluded)
   Note 14.
    Transactions
    with GMAC  (concluded)   (c)
    
    Represents amounts accrued with respect to interest rate
    support, capitalized cost reduction, residual support and lease
    pull-ahead programs and well as the risk sharing arrangement.(d)
    
    Represents wholesale financing, sales of receivable transactions
    and the short term portion of term loans provided to certain
    dealerships wholly-owned by GM or in which GM has an equity
    interest. In addition, it includes borrowing arrangements with
    Adam Opel and arrangements related to GMACs funding of GM
    company-owned vehicles, rental car vehicles awaiting sale at
    auction, and funding of the sale of GM vehicles in which GM
    retains title while the vehicles are consigned to GMAC or
    dealers in the United Kingdom. The financing to GM remains
    outstanding until the title is transferred to the dealers. Also
    included is the short-term portion of a note provided to a
    wholly-owned subsidiary of GM holding debt related to the
    operating leases transferred to GM and a note related to the
    overpayment of approximately $0.3 billion of income taxes
    by GMAC. These taxes were paid by GMAC to GM and are expected to
    be refunded to GMAC on or before December 15, 2007.(e)
    
    Represents mainly interest accrued on the transactions in
    (d) above.(f)
    
    Represents primarily the long-term portion of term loans and a
    note payable with respect to the operating leases transferred to
    GM discussed in (d) above.  Statement
    of Operations
    Net sales and revenue(a)

$
56Cost of sales and other expenses


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


107Derivatives(c)


5Interest expense(d)


80Servicing expense(e)


50     (a)
    
    Represents primarily the sale of vehicles to a subsidiary of
    GMAC for a GM employee lease program.(b)
    
    Represents income on GMs Preferred Membership Interest in
    GMAC, exclusivity and royalty fee income, as well as
    reimbursements by GMAC for certain services provided by GM.
    Included in this amount is rental income related to GMACs
    primary executive and administrative offices located in the
    Renaissance Center in Detroit, Michigan. The lease agreement
    expires on November 30, 2016.(c)
    
    Represents gains recognized in connection with a derivative
    transaction entered into with GMAC as the counterparty.(d)
    
    Represents interest incurred on term loans, notes payable and
    wholesale settlements.(e)
    
    Represents servicing fees paid to GMAC on the automotive leases
    retained by GM. 31




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
      Financial
    Results
    Strategy
  Form 10-K Form 10-K),
    Continue to execute the North America turnaround
    plan.
  Grow Aggressively in Emerging Markets.
 32




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  
 Strategy  (concluded)
    Continue to Drive the Benefits of Managing the Business
    Globally.
  Continue to Develop and Implement GMs Advanced
    Propulsion Strategy.
  Improve Business Results  Earnings and Cash
    Flow.
  Basis of
    Presentation
  Form 10-K
         33




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Consolidated
    Results of Operations
  Three Months Ended March 31,2007


2006(Dollars in millions)Net sales and revenueAutomotive sales

$
42,923


$
43,529Financial services and insurance
    revenue


986



8,847Total net sales and revenue


43,909



52,376Automotive cost of sales


39,047



40,073Selling, general, and
    administrative expenses


3,375



3,427Financial services and insurance
    expense


883



8,285Operating income


604



591Equity in loss of GMAC LLC


(183
)


Automotive interest and other
    income (expense)


(413
)


160Income before income taxes, other
    equity income and minority interests


8



751Income tax expense






232Equity income and minority
    interests, net of tax


54



83Net income

$
62


$
602Net margin


0.1
%


1.1
%     Changes
    in Consolidated Financial Condition
  Accounts
    and notes receivable
    Inventories
   34




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Consolidated
    Results of Operations  (concluded)
  
 Changes
    in Financial
    Condition  (concluded)
   Financing
    equipment on operating leases, net
    Automotive
    accounts payable (principally trade)
    Short-term
    borrowings and current portion of long-term debt
    Financing
    other liabilities and deferred income taxes
    Financing
    debt
   35




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Operations Financial Review
  Three Months Ended March 31,2007


2006(Dollars in millions)Total net sales and revenue

$
42,901


$
43,578Automotive cost of sales


38,957



39,870Selling, general, and
    administrative expenses


3,210



3,221Operating income


734



487Automotive interest and other
    income (expense)


(436
)


69Income before income taxes, other
    equity income and minority interests


298



556Income tax expense


79



331Equity income and minority
    interests, net of tax


53



70Net income

$
272


$
295Net margin


0.6
%


0.7
% (Volume in thousands)Vehicle Unit SalesIndustry


17,419



16,851GM


2,266



2,200GM as a % of industry


13.0
%


13.1
%        36




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Operations Financial
    Review  (continued)
    Three Months Ended March 31,2007


2006(Dollars in billions)Automotive net sales and revenue

$
42.9


$
43.6Contribution costs(a)


29.4



29.6Structural costs(b)


12.6



13.3Impairment and restructuring
    charges(c)


0.1



0.2     (a)
    
    Contribution costs are expenses that vary with production. The
    amount of contribution costs included in Automotive cost of
    sales is $29.2 billion and $29.4 billion in the first
    quarter of 2007 and 2006, respectively. These costs primarily
    consist of material costs, freight, and policy and warranty
    expenses. The amount of contribution costs classified in the
    caption Selling, general, and administrative
    expenses is approximately $250 million related to
    advertising expenses in both 2007 and 2006 which were incurred
    in connection with our dealer advertising programs.(b)
    
    Structural costs are expenses that do not generally vary in
    direct proportion with production and are recorded in both
    Automotive cost of sales and selling, general, and
    administrative expenses. 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 cost of sales are also excluded
    from structural costs. The amount of structural costs included
    in Automotive cost of sales was $9.6 billion and
    $10.3 billion, in the first quarter of 2007 and 2006,
    respectively, and the amount of structural costs included in
    selling, general and administrative expenses is approximately
    $3.0 billion in both 2007 and 2006.(c)
    
    The amount of impairment and restructuring charges included in
    Automotive cost of sales was $44 million and
    $206 million in the first quarters of 2007 and 2006,
    respectively.  Industry
    Global Vehicle Sales
    GM
    Global Vehicle Sales
    year-over-year
 37




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Operations Financial
    Review  (continued)
  Automotive
    Net Sales and Revenue
    pick-ups
    year-to-year
  Contribution
    Costs
  pick-ups
  Structural
    Costs
  buy-out Mark-to-market
 38




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Operations Financial
    Review  (continued)
  Impairment
    and Restructuring Charges
    Three Months Ended March 31,2007


2006(Dollars in millions)UAW Attrition Program

$
(19
)

$
Restructuring initiatives


95



206Asset impairment


9



Other


(41
)


Total

$
44


$
206     
    $95 million for restructuring initiatives at GME
    ($57 million) and GMAP ($40 million), offset by a
    favorable adjustment related to the reserve for postemployment
    benefits at GMNA ($2 million).    
    $64 million at GMNA, consisting of a charge of
    $100 million related to a salaried severance program, a
    charge of $81 million for certain components of the
    U.S. hourly attrition program related to lump sum benefit
    payments, and curtailment charges of $19 million related to
    modifications in GMs pension plans for U.S. salaried
    employees. These were partially offset by a favorable adjustment
    of $136 million related to the reserve for postemployment
    benefits, primarily due to higher than anticipated headcount
    reductions associated with GMNA plant idling activities.
    Other restructuring charges recognized at GME and GMLAAM of
    $115 million and $27 million, respectively.  Cost
    of Sales and Selling, General and Administrative
    Expenses
      Automotive
    Interest and Other Income (Expense)
   39




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Operations Financial
    Review  (continued)
   Income
    Tax Expense
    Equity
    Income and Minority Interests, Net of Tax
    GM
    Automotive Regional Results
  GM
    North America
  Three Months Ended March 31,2007


2006(Dollars in millions)Total net sales and revenue

$
28,506


$
30,857Automotive cost of sales


26,073



28,537Selling, general, and
    administrative expenses


2,056



2,209Operating income


377



111Automotive interest and other
    income (expense)


(423
)


(420
)Loss before income taxes, other
    equity income and minority interests


(46
)


(309
)Income tax expense (benefit)


3



(11
)Equity income and minority
    interests, net of tax


3



6Net loss

$
(46
)

$
(292
)Net margin


(0.2
)%


(0.9
)% (Volume in thousands)Production volumeCars


399



496Trucks


664



759Total


1,063



1,255Vehicle Unit SalesIndustry  North America


4,699



4,763GM


1,055



1,123GM as % of industry


22.5
%


23.6
%Industry  U.S.


3,989



4,054GM as a percentage of industry


22.8
%


23.8
%GM cars


19.3
%


20.7
%GM trucks


25.7
%


26.3
%    40




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
  
 GM
    North America  (concluded)
   Net
    Sales and Revenue
      Automotive
    Cost of Sales
  mark-to-market
  Selling,
    General, and Administrative Expenses
   41




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
  GM
    Europe
  Three Months EndedMarch 31,2007


2006(Dollars in millions)Total net sales and revenue

$
8,485


$
8,055Automotive cost of sales


7,785



7,329Selling, general, and
    administrative expenses


662



589Operating income


38



137Automotive interest and other
    income (expense)


(36
)


(45
)Income before income taxes, other
    equity income and minority interests


2



92Income tax expense (benefit)


(1
)


35Equity income and minority
    interests, net of tax


2



2Net income

$
5


$
59Net margin


0.1
%


0.7
% (Volume in thousands)Production volume


511



494Vehicle Unit SalesIndustry


5,660



5,570GM


554



523GM as a percentage of industry


9.8
%


9.4
%GM market share  Germany


10.0
%


10.1
%GM market share  United
    Kingdom


14.9
%


14.5
%     Net
    Sales and Revenues
     42




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
   GM Europe  (concluded)
   Automotive
    Cost of Sales
  05-5,
  Selling,
    General and Administrative Expenses
    GM
    Latin America/Africa/Mid-East
  Three Months Ended March 31,2007


2006(Dollars in millions)Total net sales and revenue

$
3,573


$
3,161Automotive cost of sales


3,157



2,912Selling, general, and
    administrative expenses


177



151Operating income


239



98Automotive interest and other
    income (expense)


16



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


255



98Income tax expense


53



57Equity (loss) and minority
    interests, net of tax


(1
)


(1
)Net income

$
201


$
40Net margin


5.6
%


1.3
% (Volume in thousands)Production volume


222



194Vehicle unit salesIndustry


1,648



1,433GM


269



230GM as a percentage of industry


16.3
%


16.1
%GM market share  Brazil


20.2
%


21.4
%    43




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
  
 GM
    Latin
    America/Africa/Mid-East  (concluded)
   Net
    Sales and Revenue
  quarter-to-quarter
      Automotive
    Cost of Sales
    Selling,
    General, and Administrative Expenses
   44




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
   GM
    Asia Pacific
  Three Months Ended March 31,2007


2006(Dollars in millions)Total net sales and revenue

$
4,559


$
3,386Automotive cost of sales


4,160



2,967Selling, general, and
    administrative expenses


313



272Operating income


86



147Automotive interest and other
    income (expense)


8



534Income before income taxes, other
    equity income and minority interests


94



681Income tax expense


27



252Equity income and minority
    interests, net of tax


49



63Net income

$
116


$
492Net margin


2.5
%


14.5
% (Volume in thousands)Production volume(1)


544



472Vehicle unit sales(2)(3)Industry


5,413



5,085GM


388



323GM as a percentage of industry


7.2
%


6.4
%GM market share 
    Australia


15.0
%


16.5
%GM market share 
    China(3)


13.9
%


13.4
%     (1)
    
    Includes GM Daewoo and China Wuling joint venture production(2)
    
    Includes GM Daewoo and China Wuling joint venture sales(3)
    
    Includes China Wuling joint venture sales due to GM equity
    position and local ownership requirements    Net
    Sales and Revenue
     45




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   GM
    Automotive Regional
    Results  (continued)
  
 GM
    Asia Pacific  (concluded)
     Automotive
    Cost of Sales
    Selling,
    General, and Administrative Expenses
    Automotive
    Interest and Other Income (Expense)
    Corporate
    and Other
  Three Months Ended March 31,2007


2006(Dollars in millions)Total net sales and revenue

$
22


$
(49
)Automotive cost of sales


90



203Selling, general, and
    administrative expenses


165



205Operating loss


(233
)


(457
)Automotive interest and other
    income (expense)


23



(55
)Loss before income taxes, other
    equity income and minority interests


(210
)


(512
)Income tax (benefit)


(85
)


(321
)Equity income and minority
    interests, net of tax


1



2Net loss

$
(124
)

$
(189
)   Automotive
    Cost of Sales
   46




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Corporate
    and Other  (concluded)
   Selling,
    General, and Administrative Expenses
    Income
    Tax Benefit
    FIO
    Operations Financial Review
         47




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   FIO
    Operations Financial
    Review  (concluded)
    Key
    Factors Affecting Future and Current Results
    Turnaround
    Plan
      Product Excellence.
  Revitalize Sales and Marketing Strategy.
  Accelerate Cost Reductions and Quality
    Improvements.
 48




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Key
    Factors Affecting Future and Current
    Results  (continued)
  
 Turnaround
    Plan  (concluded)
  Form 10-K.
  non-ferrous
  Address Health Care/Legacy Cost Burden. out-of-pocket
  Labor
    Negotiations
     49




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Key
    Factors Affecting Future and Current
    Results  (continued)
  
 Labor
    Negotiations  (concluded)
    Delphi
    Bankruptcy
  General.
    Framework
    Support Agreement.
       50




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Key
    Factors Affecting Future and Current
    Results  (continued)
  
 Delphi
    Bankruptcy  (continued)
     Delphi
    Motions Seeking Authority to Reject Various Contracts.
      Benefit
    Guarantee Agreements.
         51




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Key
    Factors Affecting Future and Current
    Results  (continued)
  
 Delphi
    Bankruptcy  (continued)
        UAW
    Attrition Agreement.
    and/or
    Additional
    Attrition Programs
    GM Claims
    Against Delphi.
   52




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Key
    Factors Affecting Future and Current
    Results  (continued)
   Delphi Bankruptcy  (concluded)
    GM
    Contingent Liability.
        Form 10-K
  Investigations
     53




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Key
    Factors Affecting Future and Current
    Results  (concluded)
   Investigations  (concluded)
      Liquidity
    and Capital Resources
     54




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##### Table of Contents



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


Financing and InsuranceThree Months Ended March 31,2007


2006


2007


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

$
1,009


$
2,962


$
459


$
(2,172
)Cash flows from investing
    activitiesExpenditures for property


(1,185
)


(1,272
)






(104
)Investments in marketable
    securities, acquisitions


(25
)


(44
)


(1
)


(5,399
)Investments in marketable
    securities, liquidations


4



61



2



4,908Net change in mortgage servicing
    rights














(56
)Increase in finance receivables














(7,589
)Proceeds from sale of finance
    receivables














16,220Proceeds from sale of business
    units/equity investments






1,968







7,943Capital contribution to GMAC LLC


(1,022
)










Operating leases, acquisitions














(4,524
)Operating leases, liquidations










789



1,625Net investing activity with
    Financing and Insurance Operations


193











Investments in companies, net of
    cash acquired


2



(5
)






Other


(592
)


(1,053
)


8



(1,349
)Net cash provided by (used in)
    investing activities


(2,625
)


(345
)


798



11,675Cash flows from financing
    activitiesNet increase (decrease) in
    short-term borrowing


(1,070
)


(361
)


(1,142
)


(5,539
)Borrowings of long-term debt


18



58







23,766Repayment of long-term debt


(35
)


(146
)






(26,749
)Net financing activity with
    Automotive and Other Operations










(193
)


Cash dividends paid to stockholders


(141
)


(141
)






Other














1,081Net cash (used in) financing
    activities


(1,228
)


(590
)


(1,335
)


(7,441
)Effect of exchange rate changes on
    cash and cash equivalents


23



56







(3
)Net transactions with
    Automotive/Financing Operations


(30
)


157



30



(157
)Net increase (decrease) in cash
    and cash equivalents


(2,851
)


2,240



(48
)


1,902Cash and cash equivalents at
    beginning of the period


23,774



15,187



349



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

$
20,923


$
17,427


$
301


$
17,441  55




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Liquidity
    and Capital Resources  (continued)
  Available
    Liquidity
    March 31,


December 31,


March 31,2007


2006


2006(Dollars in billions)Cash and cash equivalents

$
20.9


$
23.8


$
17.4Marketable securities


0.2



0.1



1.4Readily-available assets of VEBA
    trusts


3.6



2.5



2.8Available Liquidity

$
24.7


$
26.4


$
21.6        56




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Liquidity
    and Capital Resources  (continued)
  
 Available
    Liquidity  (continued)
      Form 10-K
  Cash
    Flow
          Debt
   57




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Liquidity
    and Capital Resources  (continued)
  
 Available
    Liquidity  (concluded)
        Net
    Liquidity
    Financing
    and Insurance Operations
         58




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##### Table of Contents



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

Senior Unsecured Debt

Outlook

Commercial PaperDBRS

B

Negative

R-5Fitch

B

Rating Watch Negative

WithdrawnMoodys

Caa1

Negative

Not PrimeS&P

B−

Negative

B-3       Off-Balance
    Sheet Arrangements
       59




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Liquidity
    and Capital Resources  (concluded)
  
 Off-Balance
    Sheet Arrangements  (concluded)
       March 31,


December 31,


March 31,2007


2006


2006(Dollars in millions)Assets leased under operating
    leases

$
2,170


$
2,248


$
2,288Trade receivables sold*


143



309



737Total

$
2,313


$
2,557


$
3,025Financing and Insurance OperationsReceivables sold or securitized: Mortgage loans









$
90,207 Retail finance
    receivables










8,212 Wholesale
    finance receivables










21,326Total









$
119,745     *
    
    As of March 31, 2006, additional off-balance sheet trade
    receivables sold to GMAC were $595 million.  Dividends
  and/or
   60




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Employees
    March 31,


December 31,


March 31,2007


2006


2006GMNA(1)


145



152



169GME


59



60



64GMLAAM


33



32



31GMAP


34



34



32GMAC(2)










31Other


2



2



2Total


273



280



329     (1)
    
    The number of employees for GMNA at March 31, 2007,
    December 31, 2006, and March 31, 2006 excludes
    U.S. hourly employees of 4,286, 3,620, and 6,853,
    respectively, who are on a temporary leave of absence.(2)
    
    The number of employees at March 31, 2007 and
    December 31, 2006 exclude GMAC employees, who were removed
    from the consolidated payroll as a result of the GMAC
    Transaction in November 2006.  Critical
    Accounting Estimates
  Form 10-K.
  Accounting
    Standards Not Yet Adopted
    instrument-by-instrument available-for-sale held-to-maturity
 61




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Forward-Looking
    Statements
  Form 10-K Form 8-K, Form 10-Q Form 8-K, Forms 10-K, 10-Q, 8-K.
  
    The ability of GM to realize production efficiencies, to achieve
    reductions in costs as a result of the turnaround restructuring
    and health care cost reductions and to implement capital
    expenditures at levels and times planned by management;
    The pace of product introductions;
    Market acceptance of the Corporations new products;
    Significant changes in the competitive environment and the
    effect of competition in the Corporations markets,
    including on the Corporations pricing policies;
    Our ability to maintain adequate liquidity and financing sources
    and an appropriate level of debt;
    Changes in the existing, or the adoption of new, laws,
    regulations, policies, or other activities of governments,
    agencies, and similar organizations where such actions may
    affect the production, licensing, distribution, or sale of our
    products, the cost thereof or applicable tax rates;
    Costs and risks associated with litigation;
    The final results of investigations and inquiries by the SEC and
    other governmental agencies;
    Changes in our accounting principles, or their application or
    interpretation, and our ability to make estimates and the
    assumptions underlying the estimates, including the range of
    estimates for the Delphi pension benefit guarantees, which could
    result in an impact on earnings;
    Changes in relations with unions and employees/retirees and the
    legal interpretations of the agreements with those unions with
    regard to employees/retirees;
    Negotiations and bankruptcy court actions with respect to
    Delphis obligations to GM, negotiations with respect to
    GMs obligations under the pension benefit guarantees to
    Delphi employees, and GMs ability to recover any indemnity
    claims against Delphi;
    Labor strikes or work stoppages at GM or its key suppliers such
    as Delphi or financial difficulties at GMs key suppliers
    such as Delphi;
    Additional credit rating downgrades and the effects thereof;
    Shortages of and price increases for fuel; and
    Changes in economic conditions, commodity prices, currency
    exchange rates, or political stability in the markets in which
    we operate. 62




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Forward-Looking
    Statements  (concluded)
   Form 10-K, Forms 10-K, 10-Q, 8-K.
  
    Changes in the residential mortgage market, especially in the
    nonprime sector;
    Significant changes in the competitive environment and the
    effect of competition in the GMACs markets, including on
    the GMACs pricing policies;
    Its ability to maintain adequate financing sources;
    Its ability to maintain an appropriate level of debt;
    Restrictions on ResCaps ability to pay dividends and
    prepay subordinated debt obligations to GMAC;
    Changes in the residual value of off-lease vehicles;
    Changes in U.S. government-sponsored mortgage programs or
    disruptions in the markets in which GMACs mortgage
    subsidiaries operate;
    Changes in its contractual servicing rights;
    Costs and risks associated with litigation;
    Changes in GMACs accounting assumptions that may require
    or that result from changes in the accounting rules or their
    application, which could result in an impact on earnings;
    Changes in the credit ratings of GMAC or GM;
    The threat of natural calamities;
    Changes in economic conditions, currency exchange rates, or
    political stability in the markets in which it operates; and
    Changes in the existing, or the adoption of new, laws,
    regulations, policies, or other activities of governments,
    agencies and similar organizations.      Item 3.
    Quantitative
    And Qualitative Disclosures About Market Risk  Form 10-K
    Item 4.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
   63




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Item 4.
    Controls
    and Procedures  (continued)    Rules 13a-15(e) 15d-15(e) Rules 13a-15 15d-15
  Form 10-K
  Accounting for Income Taxes
  Accounting for Derivative
    Instruments and Hedging Activities
  out-of-period
  out-of-period
 64




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Item 4.
    Controls
    and Procedures  (continued)  Remediation
    and Changes in Internal Controls
        
    A new Controller and Corporate Chief Accounting Officer was
    appointed, effective December 1, 2006.
    A new Chief Accounting Officer (CAO) for GMNA was appointed
    along with the appointment of six new accounting managers
    to support GMNA, Global Purchasing Supply Chain, Information
    Systems and Services, Vehicle Sales, Service and Marketing,
    Manufacturing related activities, and Powertrain. Also, a new
    CAO was appointed for Treasury Operations.
    A new Director of Accounting Policy, Research, and SEC Reporting
    was appointed to manage all SEC related activities including
    accounting guidance and periodic reporting.
    Management has initiated the Accounting Career Development
    Program, which is intended to facilitate improvements in the
    recruitment, training, and development of technical accounting
    personnel.              65




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Item 4.
    Controls and Procedures  (concluded)    Form 10-K
    Limitations
    on the Effectiveness of Controls
     PART II  Item 1.
    Legal
    Proceedings  Canadian
    Export Antitrust Class Action
  In
    re New Market Vehicle Canadian Export Antitrust Litigation
    Cases,
 66




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Item 1.
    Legal
    Proceedings  (concluded)   GMAC
    Bondholder Class Actions
  J&R Marketing, et al. v. General Motors
    Corporation, et al.
  Coolant
    System Class Action Litigation
      Item 1A.
    Risk
    Factors  Form 10-K, Form 10-K. Form 10-K
  Risks
    related to GM and its automotive business
  Delphi
    may seek to reject or compromise its obligations to us through
    its Chapter 11 bankruptcy proceedings.
     67




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Item 1A.
    Risk
    Factors  (continued)  Other
    Risk Factors
  Form 10-K, Form 10-K. Form 10-K
  Risks
    related to GM and its automotive business
  
    Our continued ability to achieve structural and material cost
    reductions and to realize production efficiencies for our
    automotive operations is critical to our ability to achieve our
    turnaround plan and return to profitability.
    Restrictions in our labor agreements could limit our ability to
    pursue or achieve cost savings through restructuring
    initiatives, and labor strikes, work stoppages, or similar
    difficulties could significantly disrupt our operations.
    We must continue to make structural changes to reduce our
    U.S. health-care cost burden, the source of our largest
    competitive cost disadvantage.
    Our extensive pension and OPEB obligations to retirees are a
    competitive disadvantage for us.
    Our pension and OPEB expenses are affected by factors outside
    our control, including the performance of plan assets, interest
    rates, actuarial data and experience, and changes in laws and
    regulations.
    We have guaranteed a significant amount of Delphis
    financial obligations to its unionized workers. If Delphi fails
    to satisfy these obligations, we would be obligated to pay some
    of these obligations.
    Financial difficulties, labor stoppages, or work slowdowns at
    key suppliers, including Delphi, could result in a disruption in
    our operations and have a material adverse effect on our
    business.
    Increase in cost, disruption of supply, or shortage of raw
    materials could harm our business.
    A decline in consumer demand for our higher margin vehicles
    could result in diminished profitability.
    Shortages and increases in the price of fuel could result in
    diminished profitability due to shifts in consumer vehicle
    demand.
    The pace of introduction and market acceptance of new vehicles
    is important to our success.
    Decreases in the residual value of our vehicles could have a
    significant negative effect on our results of operations.
    GMs significant investment in new technology may not
    result in successful vehicle applications.
    We operate in a highly competitive industry that has excess
    manufacturing capacity.
    The financial distress, bankruptcy, or insolvency of a major
    competitor could have significant adverse consequences for us.
    We could be materially adversely affected by changes or
    imbalances in currency exchange or other rates.
    Our liquidity position could be negatively affected by a variety
    of factors, which in turn could have a material adverse effect
    on our business.
    Continued failure to achieve profitability may cause some or all
    of our deferred tax assets to expire.
    Further reduction of our credit ratings, or failure to restore
    our credit ratings to higher levels, could have a material
    adverse effect on our business. 68




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Item 1A.
    Risk
    Factors  (continued)  
 Risks
    related to GM and its automotive
    business  (concluded)
   
    The federal government is currently investigating certain of our
    accounting practices. The final outcome of these investigations
    could require us to restate prior financial results.
    We have determined that our internal controls over financial
    reporting are currently ineffective. The lack of effective
    internal controls could adversely affect our financial condition
    and ability to carry out our strategic business plan.
    Our indebtedness and other obligations of our automotive
    operations are significant and could materially adversely affect
    our business.
    Economic and industry conditions constantly change and could
    have a material adverse effect on our business and results of
    operations.
    Our businesses outside the United States expose us to additional
    risks that may cause our revenues and profitability to decline.
    Changes in existing, or the adoption of new laws, regulations or
    policies of government organizations, particularly environmental
    or fuel economy regulations, may have a significant negative
    impact on how we do business.
    We are subject to significant risks of litigation.  Risks
    related to GMs 49% ownership interest in GMAC
  
    General business, economic, and market conditions may
    significantly affect the operating results of GMACs
    business and earnings.
    GMAC requires substantial capital, and if GMAC is unable to
    maintain adequate financing sources, its profitability and
    financial condition will suffer and jeopardize its ability to
    continue operations.
    GMACs indebtedness and other obligations are significant
    and could materially adversely affect its business.
    GMACs earnings may decrease because of increases or
    decreases in interest rates.
    GMACs hedging strategies may not be successful in
    mitigating its risks associated with changes in interest rates
    and could affect its profitability and financial condition.
    GMACs residential mortgage subsidiarys ability to
    pay dividends to GMAC is restricted by contractual arrangements.
    GMAC uses estimates and assumptions in determining the fair
    value of certain of its assets, its allowance for credit losses,
    lease residual values, and its reserves for insurance losses and
    loss adjustment expenses. If its estimates or assumptions prove
    to be incorrect, its cash flow, profitability, financial
    condition, and business prospects would be materially adversely
    affected.
    GMAC is exposed to credit risk which could affect its
    profitability and financial condition.
    Recent developments in the residential mortgage market,
    especially in the nonprime sector, may adversely affect
    GMACs revenues, profitability, and financial condition.
    Changes in existing U.S. government-sponsored mortgage
    programs, or disruptions in the secondary markets in the United
    States or other countries in which GMACs mortgage
    subsidiaries operate, could adversely affect the profitability
    and financial condition of GMACs mortgage business. 69




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Risks
    related to GMs 49% ownership interest in GMAC 
    (concluded)
   
    GMAC may be required to repurchase contracts and provide
    indemnification if it breaches representations and warranties in
    its securitization and whole loan transactions, which could harm
    GMACs profitability and financial condition.
    Significant indemnification payments or contract, lease, or loan
    repurchase activity of retail contracts or leases or mortgage
    loans could harm GMACs profitability and financial
    condition.
    A loss of contractual servicing rights could have a material
    adverse effect on GMACs financial condition, liquidity,
    and results of operations.
    The regulatory environment in which GMAC operates could have a
    material adverse effect on its business and earnings.
    The worldwide financial services industry is highly competitive.
    If GMAC is unable to compete successfully or if there is
    increased competition in the automotive financing, mortgage,
    and/or
    insurance markets or generally in the markets for
    securitizations or asset sales, GMACs margins could be
    materially adversely affected.    Item 2(c).  Purchases
    of Equity Securities
   70




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Item 6.
    Exhibits  ExhibitNumber

Exhibit Name10
.1

General Motors 2002 Stock
    Incentive Plan, as amended.31
.1

Section 302 Certification of
    the Chief Executive Officer31
.2

Section 302 Certification of
    the Chief Financial Officer32
.1

Certification of the Chief
    Executive Officer Pursuant to 18 U.S.C. Section 1350,
    As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
    Act of 200232
.2

Certification of the Chief
    Financial Officer Pursuant to 18 U.S.C. Section 1350,
    As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002  71




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
 SIGNATURES    
  By:
    /s/  NICK
    S. CYPRUS     72




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Exhibit Name10
.1

General Motors 2002 Stock
    Incentive Plan, as amended.31
.1

Section 302 Certification of
    the Chief Executive Officer31
.2

Section 302 Certification of
    the Chief Financial Officer32
.1

Certification of the Chief
    Executive Officer Pursuant to 18 U.S.C. Section 1350,
    As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
    Act of 200232
.2

Certification of the Chief
    Financial Officer Pursuant to 18 U.S.C. Section 1350,
    As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002  73