##### Table of Contents



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

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

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

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
 Large
    accelerated
    filer þ     Accelerated
    filer o     Non-accelerated
    filer o  Rule 12b-2 o þ
    Website
    Access to Companys Reports
  Form 10-K, Form 10-Q, Form 8-K,




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##### 



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

Condensed Consolidated Financial Statements
    (Unaudited)


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


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


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


5Condensed Consolidated Statements of Cash Flows
    for the Nine Months Ended September 30, 2007 and 2006


6Notes to Condensed Consolidated Financial
    Statements


7Item 2.

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


53Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


99Item 4.

Controls and Procedures


99Part II  Other
    InformationItem 1.

Legal Proceedings


101Item 1A.

Risk Factors


103Item 2 (C).

Purchases of Equity Securities


110Item 6.

Exhibits


111Signatures


112First Amendment dated August 7, 2007 to the Asset Purchase Agreement dated as of June 28, 2007Second Amendment dated October 1, 2007 to the Asset Purchase Agreement dated as of June 28, 2007Global Settlement Agreement dated September 6, 2007First Amendment to the Global Settlement Agreement dated as of October 29, 2007Master Restructuring Agreement dated September 6, 2007First Amendment to the Master Restructuring Agreement dated as of October 29, 2007Section 302 Certification of the Chief Executive OfficerSection 302 Certification of the Chief Financial OfficerCertification of the Chief Executive Officer Pursuant to Section 906Certification of the Chief Financial Officer Pursuant to Section 906   2




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(As restated,





(As restated,Note 16)





Note 16)Net sales and revenueAutomotive sales

$
43,134


$
39,612


$
131,695


$
127,657Financial services and insurance revenue


700



9,280



2,530



27,214Total net sales and revenue


43,834



48,892



134,225



154,871Costs and expensesAutomotive cost of sales


41,540



37,184



122,210



124,598Selling, general and administrative expense


3,601



3,155



10,205



9,740Financial services and insurance expense


640



7,596



2,334



23,608Other expenses


350



1,943



925



3,151Total costs and expenses


46,131



49,878



135,674



161,097Operating loss


(2,297
)


(986
)


(1,449
)


(6,226
)Equity in loss of GMAC LLC


(809
)






(874
)


Automotive and other interest expense


(776
)


(529
)


(2,256
)


(1,861
)Automotive interest income and other non-operating income


544



310



1,535



2,093Loss from continuing operations before income taxes, other
    equity income and minority interests


(3,338
)


(1,205
)


(3,044
)


(5,994
)Income tax expense (benefit) (Note 11)


39,186



(977
)


38,805



(2,523
)Equity income (loss) and minority interests, net of tax


12



(49
)


79



193Loss from continuing operations


(42,512
)


(277
)


(41,770
)


(3,278
)Discontinued Operations (Note 3)Income from discontinued operations, net of tax


45



130



256



350Gain on sale of discontinued operations, net of tax


3,504







3,504



Income from discontinued operations


3,549



130



3,760



350Net loss

$
(38,963
)

$
(147
)

$
(38,010
)

$
(2,928
)Basic earnings (loss) per share:Continuing operations

$
(75.12
)

$
(.49
)

$
(73.82
)

$
(5.80
)Discontinued operations


6.27



.23



6.64



.62Total

$
(68.85
)

$
(.26
)

$
(67.18
)

$
(5.18
)Weighted average common shares outstanding, basic
    (millions)


566



566



566



566Diluted earnings (loss) per share:Continuing operations

$
(75.12
)

$
(.49
)

$
(73.82
)

$
(5.80
)Discontinued operations


6.27



.23



6.64



.62Total

$
(68.85
)

$
(.26
)

$
(67.18
)

$
(5.18
)Weighted average common shares outstanding, diluted
    (millions)


566



566



566



566Cash dividends per share

$
.25


$
.25


$
.75


$
.75    3




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##### Table of Contents



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


December 31,


September 30,2007


2006


2006(As restated,


(As restated,Note 16)


Note 16)ASSETSCurrent AssetsCash and cash equivalents

$
24,402


$
23,774


$
17,802Marketable securities


1,978



138



107Total cash and marketable securities


26,380



23,912



17,909Accounts and notes receivable, net


10,728



8,216



6,855Inventories


15,530



13,921



14,822Equipment on operating leases, net


5,572



6,125



6,569Deferred income taxes and other current assets


2,204



11,957



10,813Total current assets


60,414



64,131



56,968Financing and Insurance Operations AssetsCash and cash equivalents


328



349



3,089Assets held for sale










282,847Equipment on operating leases, net


7,856



11,794



13,325Investment in GMAC LLC


6,852



7,523



Other assets


4,119



2,457



1,827Total Financing and Insurance Operations Assets


19,155



22,123



301,088Non-Current AssetsProperty, net


42,264



41,934



38,959Deferred income taxes (Note 11)


975



33,079



24,972Prepaid pension


18,920



17,366



37,691Other assets


7,772



7,671



8,357Total non-current assets


69,931



100,050



109,979Total Assets

$
149,500


$
186,304


$
468,035LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current LiabilitiesAccounts payable (principally trade)

$
30,514


$
26,931


$
27,318Short-term borrowings and current portion of long-term debt


5,263



5,666



1,436Accrued expenses


34,619



35,225



40,235Total current liabilities


70,396



67,822



68,989Financing and Insurance Operations LiabilitiesLiabilities related to assets held for sale










272,869Debt


5,962



9,438



10,073Other liabilities and deferred income taxes


1,666



2,139



2,243Total Financing and Insurance Operations Liabilities


7,628



11,577



285,185Non-Current LiabilitiesLong-term debt


34,670



33,067



33,118Postretirement benefits other than pensions


48,336



50,409



34,534Pensions


12,214



11,934



15,937Other liabilities and deferred income taxes


16,327



15,957



17,714Total non-current liabilities


111,547



111,367



101,303Total liabilities


189,571



190,766



455,477Minority interests


1,700



1,190



1,210Stockholders Equity (Deficit)Preferred stock, no par value, 6,000,000 shares authorized,
    no shares issued and outstanding










Common stock,
    $12/3
    par value (2,000,000,000 shares authorized, 756,637,541 and
    565,877,391 shares issued and outstanding at
    September 30, 2007, respectively, 756,637,541 and
    565,670,254 shares issued and outstanding at
    December 31, 2006, respectively, and 756,637,541 and
    565,611,157 shares issued and outstanding at
    September 30, 2006, respectively)


943



943



943Capital surplus (principally additional paid-in capital)


15,264



15,336



15,316Retained earnings (deficit)


(38,528
)


195



(616
)Accumulated other comprehensive loss


(19,450
)


(22,126
)


(4,295
)Total stockholders equity (deficit)


(41,771
)


(5,652
)


11,348Total Liabilities, Minority Interests and Stockholders
    Equity (Deficit)

$
149,500


$
186,304


$
468,035    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


Retained


Comprehensive


StockholdersCommon


Common


Capital


Income


Earnings


Income


EquityStock


Stock


Surplus


(Loss)


(Deficit)


(Loss)


(Deficit)Balance December 31, 2005, as previously reported


566


$
943


$
15,285






$
2,960


$
(4,535
)

$
14,653Prior period adjustments (Note 16)


















(211
)






(211
)Balance December 31, 2005, as restated


566



943



15,285







2,749



(4,535
)


14,442Net loss, as restated (Note 16)













$
(2,928
)


(2,928
)






(2,928
)Cumulative effect of a change in accounting
    principle  adoption of SFAS No. 156, net of
    tax


















(13
)






(13
)Other comprehensive income:Foreign currency translation adjustments














526











Unrealized loss on derivatives














(207
)










Unrealized gain on securities














3











Minimum pension liability adjustment














(82
)










Other comprehensive income














240







240



240Comprehensive loss













$
(2,688
)Stock options










31















31Cash dividends paid


















(424
)






(424
)Balance September 30, 2006, as restated
    (Note 16)


566


$
943


$
15,316






$
(616
)

$
(4,295
)

$
11,348Balance December 31, 2006, as restated (Note 16)


566


$
943


$
15,336






$
195


$
(22,126
)

$
(5,652
)Net loss













$
(38,010
)


(38,010
)






(38,010
)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 48, net of tax


















137







137Other comprehensive income:Foreign currency translation adjustments














563











Unrealized gain on derivatives














73











Unrealized loss on securities














(2
)










Defined benefit plans:Net prior service cost














212











Net actuarial gain














673











Net transition asset/obligation














4











Other comprehensive income














1,523







1,523



1,523Comprehensive loss













$
(36,487
)Stock options










27















27Cash dividends paid


















(425
)






(425
)Purchase of convertible note hedge (Note 8)










(99
)














(99
)Balance September 30, 2007


566


$
943


$
15,264






$
(38,528
)

$
(19,450
)

$
(41,771
)    5




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Dollars in millions)
    (Unaudited)
  Nine Months EndedSeptember 30,2007


2006Cash provided by (used in) continuing operating activities

$
3,641


$
(5,835
)Cash provided by discontinued operating activities


221



495Net cash provided by (used in) operating activities


3,862



(5,340
)Cash flows from investing activitiesExpenditures for property


(4,939
)


(5,356
)Investments in marketable securities, acquisitions


(1,984
)


(10,627
)Investments in marketable securities, liquidations


113



11,591Net change in mortgage servicing rights






(65
)Increase in finance receivables






(55,603
)Proceeds from sale of finance receivables






66,859Proceeds from sale of business units/equity investments


5,354



10,524Operating leases, acquisitions






(13,772
)Operating leases, liquidations


2,463



5,266Capital contribution to GMAC LLC


(1,022
)


Investments in companies, net of cash acquired


(42
)


(351
)Other


19



(634
)Cash provided by (used in) continuing investing activities


(38
)


7,832Cash used in discontinued investing activities


(22
)


(20
)Net cash provided by (used in) investing activities


(60
)


7,812Cash flows from financing activitiesNet increase (decrease) in short-term borrowings


(3,732
)


1,267Borrowings of long-term debt


1,919



66,430Payments made on long-term debt


(1,244
)


(76,384
)Cash dividends paid to stockholders


(425
)


(424
)Other






2,931Cash used in continuing financing activities


(3,482
)


(6,180
)Cash used in discontinued financing activities


(5
)


Net cash used in financing activities


(3,487
)


(6,180
)Effect of exchange rate changes on cash and cash equivalents


292



176Net increase (decrease) in cash and cash equivalents


607



(3,532
)Cash and cash equivalents reclassified to assets held for sale






(6,303
)Cash and cash equivalents at beginning of the period


24,123



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

$
24,730


$
20,891    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
    Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans
  Form 10-K,
 7




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##### Table of Contents



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




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
  Accounting
    for Servicing of Financial Assets
    Accounting
    Standards Not Yet Adopted
    instrument-by-instrument
  No. 07-3, (EITF 07-3),
  No. 06-11 (EITF 06-11), EITF 06-11
 9




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
  Note 3.
    Divestitures
    of Businesses  Sale
    of Allison Transmission Business
        Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2007


2006


2007


2006Net sales

$
164


$
521


$
1,225


$
1,631Operating income from discontinued operations


73



205



409



552Income tax provision


25



77



148



204Income from discontinued operations, net of tax


45



130



256



350Gain on sale of discontinued operations, net of tax


3,504







3,504



     Sale
    of 51% Controlling Interest in GMAC
   10




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
      Cash and cash equivalents

$
6,303Marketable securities


19,261Finance receivables, net


181,243Loans held for sale


24,996Account and notes receivable


7,651Inventories, net


554Net equipment on operating leases, net


24,347Other assets


20,315Allowance to reflect assets held for sale at fair value less
    cost to sell


(1,823
)Total assets held for sale

$
282,847Accounts payable

$
4,215Notes and loans payable


237,900Deferred income taxes


1,502Accrued expenses and other liabilities


29,252Total liabilities related to assets held for sale

$
272,869        11




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##### Table of Contents



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


December 31,


September 30,2007


2006


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

$
6,434


$
5,810


$
7,119Finished product, including service parts, etc.


10,550



9,619



9,228Total inventories at FIFO


16,984



15,429



16,347Less LIFO allowance


(1,454
)


(1,508
)


(1,525
)Total automotive inventories


15,530



13,921



14,822FIO off-lease vehicles, included in FIO Other assets


237



185



Total inventories

$
15,767


$
14,106


$
14,822     Note 5.  Investment
    in Nonconsolidated Affiliates
        10-K,
 12




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##### Table of Contents



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


Nine MonthsEnded


EndedSeptember 30,


September 30,2007


2006


2007


2006(Dollars in millions)GMAC

$
(809
)

$



$
(874
)

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


73



76



306



233Other


42



26



134



198Total

$
(694
)

$
102


$
(434
)

$
431     Three Months Ended

Nine Months EndedSeptember 30, 2007

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

$
5,381


$
15,994Depreciation expense on operating lease assets


1,276



3,530Interest expense


3,715



11,122Operating loss


(1,664
)


(1,367
)Income tax expense (benefit)


(68
)


241Net loss


(1,596
)


(1,608
)Net loss available to members


(1,649
)


(1,765
)   13




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
  September 30, 2007

December 31, 2006(Dollars in millions)Condensed Consolidated Balance Sheet:Loans held for sale

$
23,992


$
27,718Finance receivables and loans, net


143,612



170,870Investment in operating leases, net


31,300



24,184Other assets


27,570



23,496Total assets


278,778



287,439Total debt


221,100



236,985Accrued expenses


29,971



22,659Total liabilities


262,514



270,875Preferred interests


2,226



2,195Total stockholders equity


14,038



14,369         Note 6.  Product
    Warranty Liability
    Nine Months


Year


Nine MonthsEnded


Ended


EndedSeptember 30,


December 31,


September 30,2007


2006


2006(Dollars in millions)Beginning balance

$
9,064


$
9,135


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


3,742



4,517



3,525Payments


(3,395
)


(4,463
)


(3,304
)Adjustments to liability (pre-existing warranties)


(97
)


(570
)


(425
)Effect of foreign currency translation


301



445



157Liabilities transferred in the sale of Allison (Note 3)


(103
)






Ending balance

$
9,512


$
9,064


$
9,088    14




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##### Table of Contents



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




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
    Nine Months


Year


Nine MonthsEnded


Ended


EndedSeptember 30,


December 31,


September 30,2007


2006


2006(Dollars in millions)Beginning balance

$
1,269


$
2,012


$
2,012Additions


294



2,212



2,213Interest accretion


14



31



24Payments


(655
)


(1,834
)


(1,490
)Adjustments


(2
)


(1,152
)


(1,107
)Ending balance

$
920


$
1,269


$
1,652   Note 8.  Short-Term
    Borrowings and Long-Term Debt
  Revolving
    Credit Facilities
           16




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
  Contingent
    Convertible Debt
    
    closing price of our common stock exceeds 120% of the conversion
    price for at least 20 trading days in the 30 consecutive trading
    days ending on the last trading day of the preceding calendar
    quarter; or
    during the five business day period after any nine consecutive
    trading day period in which the trading price of the debentures
    for each day of such period was less than 95% of the product of
    the closing sale price of our common stock on such day and the
    applicable conversion rate; or
    upon the occurrence of specified corporate events, as defined,
    including but not limited to, merger, consolidation, binding
    share exchange or transfer or lease of all or substantially all
    of our assets, pursuant to which our common stock would be
    converted into cash, securities, or other assets; or,
    at any time from March 1, 2009 to the second business day
    immediately preceding the maturity date. The Series D
    debentures mature June 1, 2009.      No. 00-19,
 17




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
    Note 9.  Finance
    Receivables and Securitizations
    Note 10.  Commitments
    and Contingent Matters
  Commitments
             18




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
      Environmental
          Asbestos
    Claims
     19




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
        Contingent
    Matters
        Delphi
    Corporation
  IUE-CWA
 20




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
      GM-UAW
  on-going (GM-Delphi GM-Delphi
 21




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
  GM-Delphi
  GM-Delphi GM-Delphi
  GM-Delphi GM-Delphi
      IUE-CWA (IUE-CWA IUE-CWA IUE-CWA IUE-CWA IUE-CWA
  IUE-CWA. GM-Delphi
  GM-Delphi
 22




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
  GM-Delphi
      IUE-CWA IUE-CWA IUE-CWA IUE-CWA
  Debtor-In-Possession GM-Delphi
      GM-Delphi
   23




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
    re-pricing
      GM-Delphi
           24




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
      Benefit
    Guarantees Related to Divested Plants
      Note 11.
    Income
    Taxes  year-to-date
  Form 10-K,
 25




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
      FIN 48-1,
   26




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
            Note 12.
    Loss Per
    Share   27




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
    Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006Loss from continuing operations, net of tax

$
(42,512
)

$
(277
)

$
(41,770
)

$
(3,278
)Weighted average number of shares outstanding


566



566



566



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














Weighted average number of dilutive shares outstanding


566



566



566



566Basic loss per share from continuing operations

$
(75.12
)

$
(.49
)

$
(73.82
)

$
(5.80
)Incremental effect of exercise of stock options and vesting of
    restricted stock units














Diluted loss per share from continuing operations

$
(75.12
)

$
(.49
)

$
(73.82
)

$
(5.80
)        28




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
  Note 13.
    Depreciation
    and Amortization    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(Dollars in millions)AutomotiveDepreciation

$
1,237


$
1,060


$
3,725


$
3,220Amortization of special tools


744



869



2,327



2,712Amortization of intangible assets


16



17



51



52Total


1,997



1,946



6,103



5,984Financing and Insurance OperationsDepreciation and amortization of intangible assets


297



561



1,010



2,709Total consolidated depreciation and amortization

$
2,294


$
2,507


$
7,113


$
8,693   Note 14.
    Pensions
    and Other Postretirement Benefits   29




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
    U.S. Plans


Non-U.S. Plans


U.S. Other


Non-U.S.Pension Benefits


Pension Benefits


Benefits


Other BenefitsThree Months Ended


Three Months Ended


Three Months Ended


Three Months EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006


2007


2006


2007


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

$
155


$
150


$
134


$
140


$
92


$
113


$
11


$
13Interest cost


1,216



1,257



279



295



901



891



51



48Expected return on plan assets


(1,986
)


(2,052
)


(240
)


(278
)


(350
)


(422
)






Amortization of prior service cost (credit)


1,686



164



7



15



(455
)


(487
)


(22
)


(21
)Recognized net actuarial loss


208



220



82



113



337



432



31



34Curtailments, settlements, and other


23



(21
)


14



78



(214
)


23







Divestiture of Allison


(20
)


(4
)










216



(3
)






Net (income) expense

$
1,282


$
(286
)

$
276


$
363


$
527


$
547


$
71


$
74   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 30,2007


2006


2007


2006


2007


2006


2007


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

$
475


$
575


$
363


$
381


$
278


$
457


$
33


$
39Interest cost


3,648



3,713



800



723



2,704



3,011



144



143Expected return on plan assets


(5,958
)


(6,110
)


(688
)


(629
)


(1,050
)


(1,172
)






Amortization of prior service cost (credit)


1,946



621



21



65



(1,378
)


(620
)


(63
)


(62
)Recognized net actuarial loss


630



906



250



303



1,016



1,668



89



100Curtailments, settlements, and other


25



4,369



56



109



(213
)


23







Divestiture of Allison


(30
)


(13
)










211



(12
)






Net (income) expense

$
736


$
4,061


$
802


$
952


$
1,568


$
3,355


$
203


$
220      30




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
           31




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
    Note 15.
    Impairments,
    Restructuring and Other Initiatives  Impairments
          Restructuring
    and Other Initiatives
       32




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
              Note 16.
    Restatement
    of Previously Issued Condensed Consolidated Financial
    Statements  Form 10-K, Form 10-Q
   33




---



##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2006


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

$
(91
)

$
(3,025
)Less income from discontinued operations


130



361Loss from continuing operations


(221
)


(3,386
)Pre-tax adjustments:Derivative and hedge accounting adjustmentsCommodity ContractsNormal purchases and normal sales scope exception
    for certain commodity contracts


(33
)


64Hedge accounting related to commodity cash flow hedges


(194
)


126Foreign Exchange ContractsHedge accounting related to foreign currency cash flow and net
    investment hedges


(48
)


54Interest Rate ContractsHedge accounting related to certain debt instruments


336



(47
)Total derivative and hedge accounting adjustments


61



197Other out-of-period adjustments


(126
)


(58
)Total pre-tax adjustments


(65
)


139Income tax expense (benefit)


(9
)


31Total of above adjustments, net of tax


(56
)


108Loss from continuing operations, as restated


(277
)


(3,278
)Income from discontinued operations


130



361Effect of restatement on discontinued operations, net of
    tax






(11
)Net income from discontinued operations, as restated


130



350Net loss, as restated

$
(147
)

$
(2,928
)  34




---



##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2006


2006Net loss per share, as previously reported

$
(.16
)

$
(5.34
)Less income per share from discontinued operations


.23



.64Loss per share from continuing operations


(.39
)


(5.98
)Adjustments related to continuing operations


(.10
)


.18Loss per share from continuing operations, as restated


(.49
)


(5.80
)Income per share from discontinued operations


.23



.64Adjustments related to discontinued operations






(.02
)Income per share from discontinued operations, as restated


.23



.62Net loss per share, as restated

$
(.26
)

$
(5.18
)     Derivatives
    and Hedge Accounting Adjustments
  Commodity
    Contracts
     35




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
    Foreign
    Exchange Contracts
        Interest
    Rate Contracts
    Other
    Out-of-Period Adjustments
   36




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
      Unemployment benefit payments.
  Automotive revenue recognition. EITF 00-21,
  Development costs.
  Advertising expenses.
  Gain on sale of equity method investment.
  Employee related costs.
  Manufacturing utilities costs.
  Extended disability curtailment costs.
  Special attrition program charge.
 37




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
    Extended warranty deferred revenue.
  Credit card.
    EITF 00-10, (EITF 00-10),
  Legal
    Services Plan
  Form 10-Q
  Considering the Effects of Prior Year Misstatements When
    Quantifying Misstatements in Current Year Financial Statements
   38




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
    Form 10-Q
  Form 10-K
 39




---



##### Table of Contents



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


Nine Months EndedSeptember 30, 2006


September 30, 2006Previously





PreviouslyReported





Reportedand





andReclassified(a)


Restated


Reclassified(a)


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

$
38,569


$
39,612


$
124,305


$
127,657Financial services and insurance revenue


9,364



9,280



27,286



27,214Total net sales and revenue


47,933



48,892



151,591



154,871Costs and expensesAutomotive cost of sales


36,457



37,184



122,189



124,598Selling, general and administrative expense


3,147



3,155



9,708



9,740Financial services and insurance expense


7,810



7,596



23,415



23,608Other expenses


1,443



1,943



2,651



3,151Total costs and expenses


48,857



49,878



157,963



161,097Operating loss


(924
)


(986
)


(6,372
)


(6,226
)Automotive and other interest expense


(608
)


(529
)


(2,015
)


(1,861
)Automotive interest income and other non-operating income


425



310



2,285



2,093Loss from continuing operations before income taxes, other
    equity income and minority interests


(1,107
)


(1,205
)


(6,102
)


(5,994
)Income tax benefit


(945
)


(977
)


(2,539
)


(2,523
)Equity income (loss) and minority interests, net of tax


(59
)


(49
)


176



193Loss from continuing operations


(221
)


(277
)


(3,387
)


(3,278
)Income from discontinued operations, net of tax


130



130



362



350Net loss

$
(91
)

$
(147
)

$
(3,025
)

$
(2,928
)Basic earnings (loss) per share:Continuing operations

$
(.39
)

$
(.49
)

$
(5.98
)

$
(5.80
)Discontinued operations


.23



.23



.64



.62Total

$
(.16
)

$
(.26
)

$
(5.34
)

$
(5.18
)Weighted average common shares outstanding, basic
    (millions)


566



566



566



566Diluted earnings (loss) per share:Continuing operations

$
(.39
)

$
(.49
)

$
(5.98
)

$
(5.80
)Discontinued operations


.23



.23



.64



.62Total

$
(.16
)

$
(.26
)

$
(5.34
)

$
(5.18
)Weighted average common shares outstanding, diluted
    (millions)


566



566



566



566     (a)
    
    The previously reported and reclassified columns have been
    restated to report Allison as discontinued operations for the
    three and nine months ended September 30, 2006. 40




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
  September 30, 2006PreviouslyReported


Restated(Dollars in millions)ASSETSCurrent AssetsCash and cash equivalents

$
17,802


$
17,802Marketable securities


107



107Total cash and marketable securities


17,909



17,909Accounts and notes receivable, net


9,022



6,855Inventories


14,825



14,822Equipment on operating leases, net


6,569



6,569Deferred income taxes and other current assets


10,698



10,813Total current assets


59,023



56,968Financing and Insurance Operations AssetsCash and cash equivalents


3,089



3,089Assets held for sale


282,955



282,847Equipment on operating leases, net


13,325



13,325Other assets


4,378



1,827Total Financing and Insurance Operations Assets


303,747



301,088Non-Current AssetsProperty, net


38,893



38,959Deferred income taxes


23,496



24,972Prepaid pension


37,805



37,691Other assets


6,614



8,357Total non-current assets


106,808



109,979Total Assets

$
469,578


$
468,035LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable (principally trade)

$
27,113


$
27,318Short-term borrowings and current portion of long-term debt


1,346



1,436Accrued expenses


40,183



40,235Total current liabilities


68,642



68,989Financing and Insurance Operations LiabilitiesLiabilities related to assets held for sale


272,725



272,869Debt


10,073



10,073Other liabilities and deferred income taxes


4,794



2,243Total Financing and Insurance Operations Liabilities


287,592



285,185Non-Current LiabilitiesLong-term debt


31,414



33,118Postretirement benefits other than pensions


34,211



34,534Pensions


15,937



15,937Other liabilities and deferred income taxes


19,426



17,714Total non-current liabilities


100,988



101,303Total liabilities


457,222



455,477Minority interest


1,212



1,210Stockholders EquityPreferred stock, no par value, 6,000,000 shares authorized,
    no shares issued and outstanding






Common stock,
    $12/3
    par value (2,000,000,000 shares authorized, 756,637,541 and
    565,611,157 shares issued and outstanding, respectively)


943



943Capital surplus (principally additional paid-in capital)


15,316



15,316Retained deficit


(1,101
)


(616
)Accumulated other comprehensive loss


(4,014
)


(4,295
)Total stockholders equity


11,144



11,348Total Liabilities, Minority Interests, and Stockholders
    Equity

$
469,578


$
468,035  41




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
  Note 17.
    Segment
    Reporting      TotalGM





Auto


Total


Corporate


Excluding





Other


TotalGMNA


GME


LAAM


GMAP


Eliminations


GMA


& Other


FIO


GMAC(a)


Financing


Financing


Total(Dollars in millions)As of and For the Three Months Ended September 30,
    2007Automotive salesExternal customers

$
26,022


$
8,322


$
4,829


$
3,933


$



$
43,106


$
28


$
43,134


$



$



$



$
43,134Intersegment


585



400



115



1,513



(2,613
)


























Total automotive sales


26,607



8,722



4,944



5,446



(2,613
)


43,106



28



43,134















43,134Financial services and insurance revenue






































700



700



700Total net sales and revenue

$
26,607


$
8,722


$
4,944


$
5,446


$
(2,613
)

$
43,106


$
28


$
43,134


$



$
700


$
700


$
43,834Depreciation and amortization

$
1,341


$
407


$
76


$
150


$
9


$
1,983


$
14


$
1,997


$



$
297


$
297


$
2,294Interest income

$
365


$
178


$
41


$
44


$
1


$
629


$
(277
)

$
352


$



$
36


$
36


$
388Interest expense

$
747


$
134


$
58


$
61


$
1


$
1,001


$
(225
)

$
776


$



$
106


$
106


$
882Income tax expense (benefit)

$
36,429


$
2,471


$
34


$
48


$
(9
)

$
38,973


$
140


$
39,113


$
50


$
23


$
73


$
39,186Earnings (losses) of nonconsolidated affiliates

$
10


$
10


$
9


$
86


$



$
115


$



$
115


$
(809
)

$



$
(809
)

$
(694
)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


$



$



$



$
3,504Net income (loss)

$
(34,646
)

$
(2,869
)

$
340


$
138


$
(19
)

$
(37,056
)

$
(1,136
)

$
(38,192
)

$
(803
)

$
32


$
(771
)

$
(38,963
)Investments in nonconsolidated affiliates

$
326


$
437


$
64


$
1,167


$



$
1,994


$
37


$
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  42




---



##### Table of Contents



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





Auto


Total


Corporate


Excluding





Other


TotalGMNA


GME


LAAM


GMAP


Eliminations


GMA


& Other


FIO


GMAC


Financing


Financing


Total(Dollars in millions)As of and For the Three Months Ended September 30,
    2006Automotive salesExternal customers

$
26,102


$
7,048


$
3,499


$
3,003


$



$
39,652


$
(40
)

$
39,612


$



$



$



$
39,612Intersegment


686



396



159



844



(2,085
)


























Total automotive sales


26,788



7,444



3,658



3,847



(2,085
)


39,652



(40
)


39,612















39,612Financial services and insurance revenue


































9,282



(2
)


9,280



9,280Total net sales and revenue

$
26,788


$
7,444


$
3,658


$
3,847


$
(2,085
)

$
39,652


$
(40
)

$
39,612


$
9,282


$
(2
)

$
9,280


$
48,892Depreciation and amortization

$
1,382


$
378


$
58


$
114


$
8


$
1,940


$
6


$
1,946


$
1,466


$
(905
)

$
561


$
2,507Interest income

$
421


$
151


$
22


$
31


$
(1
)

$
624


$
(430
)

$
194


$
697


$
(187
)

$
510


$
704Interest expense

$
819


$
174


$
15


$
57


$



$
1,065


$
(536
)

$
529


$
3,899


$
(18
)

$
3,881


$
4,410Income tax expense (benefit)

$
(261
)

$
(63
)

$
(5
)

$
(260
)

$
1


$
(588
)

$
(649
)

$
(1,237
)

$
184


$
76


$
260


$
(977
)Earnings (losses) of nonconsolidated affiliates

$
17


$
12


$
(4
)

$
79


$



$
104


$
3


$
107


$
(5
)

$



$
(5
)

$
102Income from discontinued operations, net of tax

$
130


$



$



$



$



$
130


$



$
130


$



$



$



$
130Net income (loss)

$
(537
)

$
(126
)

$
183


$
205


$
4


$
(271
)

$
(25
)

$
(296
)

$
(173
)

$
322


$
149


$
(147
)Investments in nonconsolidated affiliates

$
298


$
387


$
140


$
1,124


$



$
1,949


$
42


$
1,991


$



$



$



$
1,991Total assets

$
132,745


$
24,170


$
4,687


$
12,794


$
(7,687
)

$
166,709


$
238


$
166,947


$
309,730


$
(8,642
)

$
301,088


$
468,035Goodwill

$
296


$
472


$



$



$



$
768


$



$
768


$



$



$



$
768   43




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##### Table of Contents



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





Auto


Total


Corporate


Excluding





Other


TotalGMNA


GME


LAAM


GMAP


Eliminations


GMA


& Other


FIO


GMAC(a)


Financing


Financing


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

$
82,311


$
25,563


$
12,555


$
11,193


$



$
131,622


$
73


$
131,695


$



$



$



$
131,695Intersegment


2,016



1,257



299



4,276



(7,848
)


























Total automotive sales


84,327



26,820



12,854



15,469



(7,848
)


131,622



73



131,695















131,695Financial services and insurance revenue






































2,530



2,530



2,530Total net sales and revenue

$
84,327


$
26,820


$
12,854


$
15,469


$
(7,848
)

$
131,622


$
73


$
131,695


$



$
2,530


$
2,530


$
134,225Depreciation and amortization

$
4,170


$
1,219


$
227


$
428


$
32


$
6,076


$
27


$
6,103


$



$
1,010


$
1,010


$
7,113Interest income

$
916


$
499


$
107


$
119


$
1


$
1,642


$
(648
)

$
994


$



$
302


$
302


$
1,296Interest expense

$
2,269


$
523


$
35


$
177


$
7


$
3,011


$
(755
)

$
2,256


$



$
561


$
561


$
2,817Income tax expense (benefit)

$
36,354


$
2,568


$
170


$
128


$
(12
)

$
39,208


$
(526
)

$
38,682


$
46


$
77


$
123


$
38,805Earnings (losses) of nonconsolidated affiliates

$
50


$
30


$
23


$
335


$



$
438


$
2


$
440


$
(874
)

$



$
(874
)

$
(434
)Income from discontinued operations, net of tax

$
256


$



$



$



$



$
256


$



$
256


$



$



$



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

$
3,504


$



$



$



$



$
3,504


$



$
3,504


$



$



$



$
3,504Net income (loss)

$
(34,656
)

$
(2,647
)

$
754


$
481


$
(23
)

$
(36,091
)

$
(1,258
)

$
(37,349
)

$
(779
)

$
118


$
(661
)

$
(38,010
)  44




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##### Table of Contents



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





Auto


Total


Corporate


Excluding





Other


TotalGMNA


GME


LAAM


GMAP


Eliminations


GMA


& Other


FIO


GMAC


Financing


Financing


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

$
86,159


$
22,888


$
10,182


$
8,566


$



$
127,795


$
(138
)

$
127,657


$



$



$



$
127,657Intersegment


1,978



1,392



470



2,464



(6,303
)


1



(1
)


















Total automotive sales


88,137



24,280



10,652



11,030



(6,303
)


127,796



(139
)


127,657















127,657Financial services and insurance revenue


































27,143



71



27,214



27,214Total net sales and revenue

$
88,137


$
24,280


$
10,652


$
11,030


$
(6,303
)

$
127,796


$
(139
)

$
127,657


$
27,143


$
71


$
27,214


$
154,871Depreciation and amortization

$
4,203


$
1,278


$
168


$
295


$
24


$
5,968


$
16


$
5,984


$
4,389


$
(1,680
)

$
2,709


$
8,693Interest income

$
1,014


$
383


$
68


$
82


$



$
1,547


$
(1,063
)

$
484


$
2,003


$
(498
)

$
1,505


$
1,989Interest expense

$
2,440


$
486


$
114


$
164


$



$
3,204


$
(1,343
)

$
1,861


$
11,735


$
(45
)

$
11,690


$
13,551Income tax expense (benefit)

$
(2,486
)

$
(37
)

$
80


$
96


$
(1
)

$
(2,348
)

$
(1,277
)

$
(3,625
)

$
767


$
335


$
1,102


$
(2,523
)Earnings (losses) of nonconsolidated affiliates

$
122


$
29


$
5


$
279


$



$
435


$
5


$
440


$
(9
)

$



$
(9
)

$
431Income from discontinued operations, net of tax

$
350


$



$



$



$



$
350


$



$
350


$



$



$



$
350Net income (loss)

$
(4,668
)

$
(106
)

$
362


$
1,073


$
(1
)

$
(3,340
)

$
(333
)

$
(3,673
)

$
1,109


$
(364
)

$
745


$
(2,928
)     (a)
    
    Refer to Note 5 for summarized financial information of
    GMAC for the three and nine months ended September 30, 2007.  Note 18.
    Transactions
    with GMAC    Marketing
    Incentives and Operating Lease Residuals
         45




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
            Operating
    Lease Assets Transferred to GM by GMAC
   46




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
    Exclusivity
    Arrangement
    Marketing
    Service Agreement
    Royalty
    Arrangement
    Shared
    and Transition Services Agreement
   47




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
  Balance
    Sheet
    Assets:Accounts and notes receivable(a)

$
1,758Other assets(b)


39Liabilities:Accounts payable(c)


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


2,935Accrued expenses(e)


44Long-term debt(f)


284     (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)
    
    Primarily represents distributions due from GMAC on GMs
    Preferred Membership Interests.(c)
    
    Represents amounts accrued with respect to interest rate
    support, capitalized cost reduction, residual support and lease
    pull-ahead programs and 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 us or in which we have 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 we
    retain 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 us and a note related to the overpayment of
    $317 million of income taxes by GMAC. These taxes were paid
    by GMAC to us 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
    us discussed in (d) above. 48




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2007


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

$
175


$
494Cost of sales and other expenses


140



384Automotive interest income and other non-operating income(b)


109



321Derivatives(c)


14



13Interest expense(d)


18



171Servicing expense(e)


39



134     (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 and 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 us.  Note 19.
    Subsequent
    Events  2007
    National Agreement
    Retiree
    MOU
  International Union, UAW, et al. v. General Motors
    Corporation, Case: 2:07-cv-14074 (E.D. Mich
 49




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
          
    On January 1, 2008, we will allocate a percentage of the
    assets of the General Motors Welfare Benefit Trust (Internal
    VEBA) that is equal to the percentage of our OPEB liability
    attributable to UAW-associated employees and retirees and their
    eligible spouses, surviving spouses and dependents to a separate
    account (UAW Related Account), which will also hold the
    proportional investment returns on that percentage of the trust.
    Effective January 1, 2008 and subject to the termination of
    the Retiree MOU, we will not disburse any assets from the UAW
    Related Account until the Final Effective Date. We will then
    transfer the assets in the UAW Related Account or an amount
    equal to the balance in that account to the New VEBA.
    The assets and liabilities of the Mitigation VEBA
    (Note 14) including the remaining $1 billion
    contribution to be made by GM in 2011, will be transferred to
    the New VEBA after the transfer of assets of the Internal VEBA.
    Refer to Note 14.
    On January 1, 2008, we will establish a temporary asset
    account (TAA) and deposit a contingent cash payment equal to the
    difference between $18.5 billion and the value of the UAW
    Related Account on January 1, 2008. The Final Settlement
    Documentation and its court approval will provide that on the
    Initial Effective Date, we will also deposit in the TAA:
    (1) $3.8 billion (subject to adjustment for payments
    under the 2005 UAW Health Care Settlement Agreement) or, at our
    discretion, an annual amount as described in 50




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Continued)
  the amortization schedule under Wages/COLA in
    Appendix C to the Retiree MOU; and
    (2) $1.8 billion or, at our discretion, an annual
    amount as described in the amortization schedule under
    Base in Appendix C to the Retiree MOU. We may
    prefund such annual payments by paying the applicable buyout
    amount provided in Appendix C to the Retire MOU. If we
    choose to pay these amounts either in total on the Initial
    Effective Date or later by terminating annual payments through
    the applicable buyout amount, our payment will include interest
    on the amount paid from January 1 of the applicable year through
    the date of the deposit.  
    We will transfer the assets in the TAA related to these deposits
    or an amount equal to the balance in the TAA related to these
    deposits to the New VEBA after the transfer of the assets and
    liabilities of the External VEBA.
    On January 1, 2008, we will issue into the TAA a five-year
    convertible note in the principal amount of $4.4 billion
    with 6.75% interest payable semiannually (Convertible Note). We
    may call the Convertible Note at any time beginning three years
    after issuance. The Convertible Note may be converted into
    109,312,500 shares of GM common stock,
    $12/3
    par value (Converted Stock): (1) if GM provides notice that
    we are calling the Convertible Note; (2) within three
    months before the maturity date; or (3) if in any quarter,
    the closing market price of GM common stock is at least $48.00
    for at least 20 trading days of the last 30 trading days in the
    preceding calendar quarter. The Final Settlement Documentation
    will include an agreement providing that the Convertible Note
    may not be sold or hedged before the Implementation Date. After
    the Implementation Date the Convertible Note or the Converted
    Stock may be sold subject to certain volume restrictions
    (maximum 54 million shares per year). After the
    Implementation Date, the New VEBA will have the right to demand
    registration of one public offering of the Convertible Note or
    the Converted Stock per year and to participate in public
    offerings of securities by GM, under certain circumstances. In
    private transactions, the New VEBA may not sell: (1) a
    block of Converted Stock that would be more than 2% of the
    outstanding shares of GM common stock to a single buyer; or
    (2) any Converted Stock to a holder of more than 5% of the
    outstanding shares of GM common stock that has intention to
    influence GMs directors or management. The trustee of the
    New VEBA will vote Converted Stock held in the New VEBA in the
    same proportion as the votes cast by all other stockholders in a
    given election. The Trustee may sell the Convertible Note or the
    Converted Stock to a tender offeror only if the tender offer has
    been recommended by an independent committee of the GM Board of
    Directors. After the cash and other investments in the TAA have
    been transferred to the New VEBA, the Convertible Note (or
    another convertible note with identical terms other than the
    date of issuance) will be transferred to the New VEBA, as
    permitted by law governing contributions of employer securities
    to a benefit plan and a VEBA.
    On April 1, 2008, we will make an initial contribution of
    $165 million to the TAA. Each year beginning in 2009, if
    the annual cash flow projection for the New VEBA shows that the
    New VEBA will become insolvent within the next 25 years, GM
    will deposit $165 million by April 1 of that year
    (Shortfall Amount Contribution) into the TAA or, after the
    Implementation Date, into the New VEBA, provided that we will
    not make more than 19 Shortfall Amount Contributions (not
    including the payment on April 1, 2008 referred to in the
    previous sentence). At any time, we may prefund all future
    annual Shortfall Amount Contributions by paying the applicable
    buyout amount provided in Appendix C of the Retiree MOU. We
    will transfer the assets in the TAA related to the initial
    $165 million deposit and additional Shortfall Amount
    Contributions deposited in the TAA or an amount equal to the
    balance in the TAA related to such deposit and Shortfall Amount
    Contributions to the New VEBA in conjunction with the transfer
    to the New VEBA.   51




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) 
    (Concluded)
      Other
    Items
    Conversion
    of Preferred Membership Interests in GMAC LLC
   52




---



##### 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
     53




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    Strategy
  Form 10-K Form 10-K),
    Continue to execute the North America turnaround
    plan.
  Grow Aggressively in Emerging Markets.
  Continue to Drive the Benefits of Managing the Business
    Globally.
  Continue to Develop and Implement GMs Advanced
    Propulsion Strategy.
 54




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    Improve Business Results  Earnings and Cash
    Flow.
  Basis of
    Presentation
  Form 10-K.
         55




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##### Table of Contents



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


Nine Months Ended September 30,2007


2006


2007


2006(Dollars in millions)


(Dollars in millions)Net sales and revenueAutomotive sales

$
43,134


$
39,612


$
131,695


$
127,657Financial services and insurance revenue


700



9,280



2,530



27,214Total net sales and revenue


43,834



48,892



134,225



154,871Automotive cost of sales


41,540



37,184



122,210



124,598Selling, general and administrative expense


3,601



3,155



10,205



9,740Financial services and insurance expense


640



7,596



2,334



23,608Other expenses


350



1,943



925



3,151Operating loss


(2,297
)


(986
)


(1,449
)


(6,226
)Equity in loss of GMAC LLC


(809
)






(874
)


Automotive interest and other income (expense)


(232
)


(219
)


(721
)


232Loss from continuing operations before income taxes, other
    equity income and minority interests


(3,338
)


(1,205
)


(3,044
)


(5,994
)Income tax expense (benefit)


39,186



(977
)


38,805



(2,523
)Equity income (loss) and minority interests, net of tax


12



(49
)


79



193Loss from continuing operations


(42,512
)


(277
)


(41,770
)


(3,278
)Income from discontinued operations, net of tax


3,549



130



3,760



350Net loss

$
(38,963
)

$
(147
)

$
(38,010
)

$
(2,928
)Net margin from continuing operations


(97
)%


(.6
)%


(31.1
)%


(2.1
)%      56




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
      Changes
    in Consolidated Financial Condition
  Deferred
    income taxes
  Form 10-K,
   57




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Accounts
    and notes receivable, net
    Inventories
    Financing
    equipment on operating leases, net
    Automotive
    accounts payable (principally trade)
    Financing
    debt
    Financing
    other liabilities and deferred income taxes
   58




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##### Table of Contents



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


Nine Months Ended September 30,2007


2006


2007


2006(Dollars in millions)Total net sales and revenue

$
43,106


$
39,652


$
131,622


$
127,796Automotive cost of sales


41,224



37,219



121,781



124,289Selling, general and administrative expense


3,300



3,040



9,578



9,241Operating income (loss)


(1,418
)


(607
)


263



(5,734
)Automotive interest and other expense, net


(231
)


(335
)


(990
)


(491
)Loss before income taxes, other equity income and minority
    interests


(1,649
)


(942
)


(727
)


(6,225
)Income tax expense (benefit)


38,973



(588
)


39,208



(2,348
)Equity income (loss) and minority interests, net of tax


17



(47
)


84



187Loss from continuing operations


(40,605
)


(401
)


(39,851
)


(3,690
)Income from discontinued operations


3,549



130



3,760



350Net loss

$
(37,056
)

$
(271
)

$
(36,091
)

$
(3,340
)Net margin from continuing operations


(94.2
)%


(1
)%


(30.3
)%


(2.9
)%(Volume in thousands)GM production volume(1)


2,156



2,072



6,906



6,907Vehicle unit sales(2)Industry


17,376



16,475



53,029



50,830GM


2,387



2,295



7,061



6,893GM as a % of industry


13.7
%


13.9
%


13.3
%


13.6
%     (1)
    
    Production volume represents the number of vehicles manufactured
    from GMs assembly facilities, and also includes vehicles
    produced by certain joint ventures.(2)
    
    Vehicle unit sales primarily represent sales to the ultimate
    customer.       59




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006(Dollars in billions)Total net sales and revenue

$
43.1


$
39.7


$
131.6


$
127.8Contribution costs(a)


29.6



27.9



91.0



88.8Structural costs(b)


13.2



12.3



38.4



38.2Impairment, restructuring and other charges(c)


1.7



.1



2.0



6.5     (a)
    
    Contribution costs are expenses that vary with production. The
    amount of contribution costs included in Automotive cost of
    sales is $29.3 billion and $27.6 billion in the third
    quarters of 2007 and 2006, respectively. These costs consist
    primarily of material costs, freight and policy and warranty
    expenses. The amount of contribution costs classified in
    Selling, general and administrative expense is $.3 billion
    in the third quarters of both 2007 and 2006, which were incurred
    primarily in connection with our dealer advertising programs.
    The amount of contribution costs included in Automotive cost of
    sales is $90.2 billion and $88 billion in the first
    nine months of 2007 and 2006, respectively. For the nine months
    ended September 30, 2007 and 2006, $.8 billion of
    contribution costs related primarily to advertising, were
    included in Selling, general and administrative expense.(b)
    
    Structural costs are expenses that do not generally vary in
    direct proportion with production and are recorded in both
    Automotive cost of sales and Selling, general and administrative
    expense. Such costs include manufacturing labor, pension and
    other postretirement employee benefits (OPEB) costs, engineering
    expense and marketing related costs. Certain costs related to
    restructuring and impairments that are included in Automotive
    cost of sales are also excluded from structural costs. The
    amount of structural costs included in Automotive cost of sales
    was $10.2 billion and $9.5 billion in the third
    quarters of 2007 and 2006, respectively, and the amount of
    structural costs included in Selling, general and administrative
    expense was $3 billion in 2007 and $2.8 billion in
    2006. The amount of structural costs included in Automotive cost
    of sales was $29.6 billion and $29.8 billion in the
    first nine months of 2007 and 2006, respectively, and the amount
    of structural costs included in Selling, general and
    administrative expense was $8.8 billion and
    $8.4 billion in the same respective periods.(c)
    
    The amount of impairment, restructuring and other charges
    included in Automotive cost of sales was $1.7 billion and
    $.1 billion in the third quarters of 2007 and 2006,
    respectively, and $2 billion and $6.5 billion for the
    nine months ended September 30, 2007 and 2006,
    respectively. See below for further discussion.  Industry
    Global Vehicle Sales
     60




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    GM
    Global Vehicle Sales
          Total
    Net Sales and Revenue
      Contribution
    Costs
   61




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    Structural
    Costs
      Impairment,
    Restructuring and Other Charges
    Three Months EndedSeptember 30,


Nine Months Ended September 30,2007


2006


2007


2006(Dollars in millions)UAW Attrition Program

$
33


$
(98
)

$
9


$
6,385Restructuring initiatives


387



55



618



(431
)Asset impairment






177



84



540Change in amortization period for pension prior service costs


1,310







1,310



Other










(48
)


Total

$
1,730


$
134


$
1,973


$
6,494     
    $33 million charge for ongoing costs related to the UAW
    Attrition Program at GMNA.
    $125 million charge for capacity initiatives at GMNA and a
    $262 million charge at GME, primarily related to
    separations at the Antwerp, Belgium facility.
    $1.3 billion of additional pension expense in the third
    quarter related to the accelerated recognition of unamortized
    prior service cost.    
    $98 million favorable net adjustment at GMNA, primarily
    related to sickness and accident and extended disability benefit
    reserves as a result of the significant reduction of GMs
    hourly employees through the UAW Attrition Program.
    $118 million of other restructuring charges recognized at
    GME. In addition, GMNA recorded a favorable adjustment of
    $63 million to the reserve initially recorded in the fourth
    quarter of 2005 related to North 62




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  American plant capacity actions. This adjustment resulted
    primarily from the transfer of employees from idled plants to
    other plant sites to replace those positions held by employees
    who accepted retirements, buyouts or pre-retirement leaves.  
    $172 million charge at GMNA, comprised of $102 million
    related to the impairment of product-specific assets and
    $70 million related to the impairment of plant assets.
    Plant asset impairments of $5 million were recorded at GME.    
    $231 million for restructuring initiatives at GMNA,
    $96 million, GME, $87 million and GMAP,
    $48 million.
    $70 million for product-specific asset impairments at GMNA
    and $14 million at GMAP.    
    $6.5 billion for a charge related to the UAW Attrition
    Program, for payments to employees of $2.1 billion and for
    curtailment charges associated with our U.S. hourly
    pension, OPEB, and extended disability plans as a result of the
    UAW Attrition Program of $4.4 billion.
    $.8 billion favorable net adjustments at GMNA, consisting
    of a favorable revision to the reserve recorded in the fourth
    quarter of 2005 related to North American plant capacity actions
    of $.9 billion, primarily attributable to the impact of the
    UAW Attrition Program. GMNA also recorded 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. These
    were partially offset by 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.
    Other restructuring charges recognized at GME and GMLAAM of
    $261 million and $43 million, respectively.
    $303 million charge at GMNA and a $60 million charge
    at GME, both related to the write down of product-specific
    assets.  Automotive
    Cost of Sales
     63




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Selling,
    General and Administrative Expense
      Automotive
    Interest and Other Expense
      Income
    Tax Expense (Benefit)
      Equity
    Income and Minority Interests, Net of Tax
    Income
    from Discontinued Operations
   64




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GM
    Automotive Regional Results
  GM
    North America (GMNA)
  Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006(Dollars in millions)Total net sales and revenue

$
26,607


$
26,788


$
84,327


$
88,137Automotive cost of sales


26,065



25,480



79,461



88,430Selling, general and administrative expense


2,021



1,903



5,822



6,068Operating loss


(1,479
)


(595
)


(956
)


(6,361
)Automotive interest and other expense


(281
)


(332
)


(1,113
)


(1,219
)Loss from continuing operations before income taxes, other
    equity income and minority interests


(1,760
)


(927
)


(2,069
)


(7,580
)Income tax expense (benefit)


36,429



(261
)


36,354



(2,486
)Equity income (loss) and minority interests, net of tax


(6
)


(1
)


7



76Net loss from continuing operations


(38,195
)


(667
)


(38,416
)


(5,018
)Discontinued operationsIncome from discontinued operations, net of tax


45



130



256



350Gain on sale of discontinued operations, net of tax


3,504







3,504



Income from discontinued operations


3,549



130



3,760



350Net income (loss)

$
(34,646
)

$
(537
)

$
(34,656
)

$
(4,668
)Net margin from continuing operations


(143.6
)%


(2.5
)%


(45.6
)%


(5.7
)%(Volume in thousands)Production Volume(1)Cars


367



417



1,168



1,375Trucks


653



633



2,057



2,167Total


1,020



1,050



3,225



3,542Vehicle Unit Sales(2):Industry  North America


4,958



5,249



14,946



15,411GMNA


1,206



1,285



3,462



3,698GM market share  North America industry


24.3
%


24.5
%


23.2
%


24.0
%Industry  U.S.


4,170



4,458



12,598



13,084GM market share  U.S. industry


25.1
%


25.1
%


23.6
%


24.3
%GM cars market share  U.S. industry


20.4
%


21.8
%


19.6
%


20.8
%GM trucks market share  U.S. industry


29.1
%


27.9
%


27.0
%


27.4
%     (1)
    
    Production volume represents the number of vehicles manufactured
    from our assembly facilities, and also includes vehicles
    produced by joint ventures.(2)
    
    Vehicle unit sales primarily represent sales to the ultimate
    customer.   65




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Total Net
    Sales and Revenue
  pick-up
  pick-up
  Automotive
    Cost of Sales
        Selling,
    General and Administrative Expense
   66




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    Income
    Tax Expense (Benefit)
    Net
    Income from Discontinued Operations
    GM Europe
    (GME)
 Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006(Dollars in millions)Total net sales and revenue

$
8,722


$
7,444


$
26,820


$
24,280Automotive cost of sales


8,487



6,970



24,875



22,518Selling, general and administrative expense


683



649



2,015



1,822Operating loss


(448
)


(175
)


(70
)


(60
)Automotive interest and other income (expense)


42



(22
)


(22
)


(99
)Loss before income taxes, other equity income and minority
    interests


(406
)


(197
)


(92
)


(159
)Income tax expense (benefit)


2,471



(63
)


2,568



(37
)Equity income and minority interests, net of tax


8



8



13



16Net loss

$
(2,869
)

$
(126
)

$
(2,647
)

$
(106
)Net margin


(32.9
)%


(1.7
)%


(9.9
)%


(.4
)%(Volume in thousands)Production Volume(1)


396



374



1,371



1,363Vehicle Unit sales(2):Industry  Europe


5,504



5,077



17,335



16,636GME


524



457



1,652



1,529GM market share  Europe


9.5
%


9.0
%


9.5
%


9.2
%GM market share  Germany


9.4
%


9.9
%


9.5
%


10.1
%GM market share  United Kingdom


14.9
%


13.3
%


15.2
%


14.3
%GM market share  Russia


9.1
%


7.1
%


9.3
%


6.2
%     (1)
    
    Production volume represents the number of vehicles manufactured
    from our assembly facilities, and also includes vehicles
    produced by joint ventures.(2)
    
    Vehicle unit sales primarily represent sales to the ultimate
    customer. 67




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Industry
    Vehicle Unit Sales
        Total Net
    Sales and Revenue
      Automotive
    Cost of Sales
     68




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
      Selling,
    General and Administrative Expense
    Income
    Tax Expense (Benefit)
   69




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GM Latin
    America/Africa/Mid-East (LAAM) Operations (GMLAAM)
  Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006(Dollars in millions)Total net sales and revenue

$
4,944


$
3,658


$
12,854


$
10,652Automotive cost of sales


4,333



3,287



11,344



9,645Selling, general and administrative expense


237



202



711



536Operating income


374



169



799



471Automotive interest and other income (expense)


1



18



126



(18
)Income before income taxes, other equity income and minority
    interests


375



187



925



453Income tax expense (benefit)


34



(5
)


170



80Equity loss and minority interests, net of tax


(1
)


(9
)


(1
)


(11
)Net income

$
340


$
183


$
754


$
362Net margin


6.9
%


5.0
%


5.9
%


3.4
% (Volume in thousands)Production Volume(1)


251



215



706



615Vehicle Unit Sales(2):Industry


1,878



1,584



5,238



4,481GMLAAM


329



270



894



746GM market share  LAAM


17.5
%


17.1
%


17.1
%


16.6
%GM market share  Brazil


20.9
%


21.1
%


20.4
%


21.4
%     (1)
    
    Production volume represents the number of vehicles manufactured
    from our assembly facilities, and also includes vehicles
    produced by joint ventures.(2)
    
    Vehicle unit sales primarily represent sales to the ultimate
    customer.  Industry
    and Regional Vehicle Unit Sales
    Total Net
    Sales and Revenue
     70




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    Automotive
    Cost of Sales
        Selling,
    General and Administrative Expense
        Automotive
    Interest and Other Income (Expense)
     71




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Income
    Tax Expense (Benefit)
   72




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GM
    Asia Pacific (GMAP)
  Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006(Dollars in millions)Total net sales and revenue

$
5,446


$
3,847


$
15,469


$
11,030Automotive cost of sales


4,931



3,572



13,927



9,997Selling, general and administrative expense


355



286



1,022



815Operating income (loss)


160



(11
)


520



218Automotive interest and other income


8



1



24



845Income (loss) before income taxes, other equity income and
    minority interests


168



(10
)


544



1,063Income tax expense (benefit)


48



(260
)


128



96Equity income (loss) and minority interests, net of tax


18



(45
)


65



106Net income

$
138


$
205


$
481


$
1,073Net margin


2.5
%


5.3
%


3.1
%


9.7
% (Volume in thousands)Production Volume(1)(4)


489



433



1,604



1,387Vehicle Unit Sales(2)(5)Industry


5,037



4,564



15,509



14,302GMAP


328



283



1,054



920GM market share  Asia Pacific


6.5
%


6.2
%


6.8
%


6.4
%GM market share  Australia


14.2
%


14.8
%


14.6
%


15.3
%GM market share  China(3)


11.3
%


12.0
%


11.9
%


12.6
%     (1)
    
    Includes GM Daewoo, Shanghai GM and SAIC-GM-Wuling Automobile
    Co., Ltd. (SGMW) joint venture production. GM owns 34% of SGMW
    and under the joint venture agreement has significant rights as
    a member as well as the contractual right to report SGMW global
    sales as part of GMs global market share.(2)
    
    Includes GM Daewoo, Shanghai GM and SGMW joint venture sales. GM
    owns 34% of SGMW and under the joint venture agreement has
    significant rights as a member as well as the contractual right
    to report SGMW global sales as part of GMs global market
    share.(3)
    
    Includes SGMW joint venture sales. GM owns 34% SGMW and under
    the joint venture agreement has significant rights as a member
    as well as the contractual right to report SGMW global sales as
    part of GMs global market share.(4)
    
    Production volume represents the number of vehicles manufactured
    from GMs assembly facilities, and also includes vehicles
    produced by joint ventures.(5)
    
    Vehicle unit sales primarily represent sales to the ultimate
    customer.  Industry
    and Regional Vehicle Unit Sales
   73




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
      pick-up
  Total Net
    Sales and Revenue
      Automotive
    Cost of Sales
        Selling,
    General and Administrative Expense
   74




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    Automotive
    Interest and Other Income
    Income
    Tax Expense (Benefit)
      Equity
    Income and Minority Interests, Net of Tax
  year-to-date
 75




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Corporate
    and Other
  Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006(Dollars in millions)Total net sales and revenue

$
28


$
(40
)

$
73


$
(139
)Automotive cost of sales


316



(35
)


429



309Selling, general and administrative expense


301



115



627



499Other expense


370



674



945



976Operating loss


(959
)


(794
)


(1,928
)


(1,923
)Automotive interest and other income (expense)


(40
)


116



141



308Loss before income taxes, other equity income and minority
    interests


(999
)


(678
)


(1,787
)


(1,615
)Income tax expense (benefit)


140



(649
)


(526
)


(1,277
)Equity income and minority interests, net of tax


3



4



3



5Net loss

$
(1,136
)

$
(25
)

$
(1,258
)

$
(333
)              76




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
      FIO
    Operations Financial Review
             77




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
        Key
    Factors Affecting Future and Current Results
    Turnaround
    Plan
      Product Excellence. 2-mode
  Revitalize Sales and Marketing Strategy. re-focusing
 78




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    Accelerate Cost Reductions and Quality
    Improvements. re-evaluating
      Address Health Care/Legacy Cost Burden. co-pay
  (IUE-CWA) IUE-CWA IUE-CWA IUE-CWA,
 79




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  out-of-pocket
    UAW
    Agreements
  2007 National Agreement.
     80




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    Retiree MOU. UAW-represented UAW-represented GM-UAW UAW-represented GM-UAW GM-UAW GM-provided
  Existing Internal VEBA.
  Existing External VEBA.
  Temporary Asset Account 
    Cash.
   81




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
      Temporary Asset Account  Convertible
    Note. 2 3
  Shortfall Amount Contributions. TAA-Cash.
   82




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    Delphi
    Bankruptcy
  General.
      Delphi
    Motions to Reject Various Contracts.
    GM Claims
    Against Delphi.
   83




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    Benefit
    Guarantee Agreements.
  IUE-CWA,
        Delphi
    Attrition Programs.
  IUE-CWA
  Delphi
    POR
  IUE-CWA GM-Delphi GM-Delphi
 84




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Labor MOUs. GM-UAW
  on-going
  GM-Delphi GM-Delphi GM-Delphi
    IUE-CWA IUE-CWA IUE-CWA
  Delphi Reorganization.
 85




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GM-Delphi
  GM-Delphi
    Settlement Agreements. IUE-CWA, IUE-CWA IUE-CWA
   86




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  GM-Delphi
  Renegotiation of
    GM-Delphi
    Settlement Agreements. GM-Delphi
  Warranty Claims Settlement.
  GM
    Contingent Liability.
  Form 10-Q IUE-CWA GM-Delphi GM-Delphi
     87




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Investigations
        Liquidity
    and Capital Resources
   88




---



##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    Automotive and Other


Financing and InsuranceNine Months Ended September 30,2007


2006


2007


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

$
2,042


$
3,855


$
1,599


$
(9,690
)Net cash provided by discontinued operating activities


221



495







Net cash provided by (used in) operating activities


2,263



4,350



1,599



(9,690
)Cash flows from investing activitiesExpenditures for property


(4,937
)


(5,071
)


(2
)


(285
)Investments in marketable securities, acquisitions


(1,927
)


(102
)


(57
)


(10,525
)Investments in marketable securities, liquidations


76



1,711



37



9,880Net change in mortgage servicing rights














(65
)Increase in finance receivables














(55,603
)Proceeds from sale of finance receivables














66,859Proceeds from sale of business units/equity investments


5,354



1,968







8,556Capital contribution to GMAC LLC


(1,022
)










Operating leases, acquisitions














(13,772
)Operating leases, liquidations










2,463



5,266Net investing activity with Financing and Insurance Operations


721



1,900







Investments in companies, net of cash acquired


(42
)


(27
)






(324
)Other


(29
)


(663
)


48



29Net cash provided by (used in) continuing investing
    activities


(1,806
)


(284
)


2,489



10,016Net cash used in discontinued investing activities


(22
)


(20
)






Net cash provided by (used in) investing activities


(1,828
)


(304
)


2,489



10,016Cash flows from financing activitiesNet increase (decrease) in short-term borrowing


(305
)


(244
)


(3,427
)


1,511Borrowings of long-term debt


1,919



430







66,000Repayment of long-term debt


(1,244
)


(341
)






(76,043
)Net financing activity with Automotive and Other Operations










(721
)


(1,900
)Cash dividends paid to stockholders


(425
)


(424
)






Other














2,931Net cash used in continuing financing activities


(55
)


(579
)


(4,148
)


(7,501
)Net cash used in discontinued financing activities


(5
)










Net cash used in financing activities


(60
)


(579
)


(4,148
)


(7,501
)Effect of exchange rate changes on cash and cash equivalents


292



115







61Net transactions with Automotive/Financing Operations


(39
)


(967
)


39



967Net increase (decrease) in cash and cash equivalents


628



2,615



(21
)


(6,147
)Cash and cash equivalents reclassified as Assets held for sale














(6,303
)Cash and cash equivalents at beginning of the period


23,774



15,187



349



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

$
24,402


$
17,802


$
328


$
3,089  89




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Automotive
    and Other
  Available
    Liquidity
    September 30,


December 31,


September 30,2007


2006


2006(Dollars in billions)Cash and cash equivalents

$
24.4


$
23.8


$
17.8Marketable securities


2.0



0.1



0.1Readily-available assets of VEBA trusts


3.6



2.5



2.5Available liquidity

$
30.0


$
26.4


$
20.4        90




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
          GM-Delphi
   91




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Cash
    Flow
            Debt
       92




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Net
    Liquidity
    Financing
    and Insurance Operations
          Status
    of Debt Ratings
    Rating Agency

Corporate

Secured

Senior Unsecured

OutlookDBRS

B (high)

Not Rated

B

StableFitch

B

BB

B−

NegativeMoodys

B3

Ba3

Caa1

PositiveS&P

B

BB−

B−

Stable    93




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
      Off-Balance
    Sheet Arrangements
         94




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    September 30,


December 31,


September 30,2007


2006


2006(Dollars in millions)Assets leased under operating leases

$
2,181


$
2,248


$
2,286Trade receivables sold*


83



309



760Total

$
2,264


$
2,557


$
3,046Financing and Insurance Operations Receivables sold or
    securitized: Mortgage loans









$
106,026 Retail finance receivables










6,119 Wholesale finance receivables










18,499Total









$
130,644     *
    
    As of September 30, 2006, additional off-balance sheet
    trade receivables sold to GMAC were $497 million.  Dividends
  and/or
    Employees
    September 30,


December 31,


September 30,2007


2006


2006GMNA(1)


139



152



156GME


58



60



62GMLAAM


34



32



32GMAP


34



34



34GMAC(2)










31Other


2



2



3Total


267



280



318     (1)
    
    The number of employees for GMNA at September 30, 2007,
    December 31, 2006 and September 30, 2006 excludes U.S.
    hourly employees of 4,577, 3,620, and 4,234, respectively, who
    were on a temporary leave of absence. 95




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   (2)
    
    The number of employees at September 30, 2007 and
    December 31, 2006 excludes GMAC employees who were removed
    from the consolidated payroll in November 2006 as a result of
    the GMAC Transaction described in Note 3 to the Condensed
    Consolidated Financial Statements.  Critical
    Accounting Estimates
  Form 10-K.
  Accounting
    Standards Not Yet Adopted
    instrument-by-instrument
  No. 07-3 (EITF 07-3),
  No. 06-11 (EITF 06-11), EITF 06-11
 96




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##### Table of Contents



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 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 our new products;
    Significant changes in the competitive environment and the
    effect of competition in our markets, including on our pricing
    policies;
    Our ability to maintain adequate liquidity and financing sources
    and an appropriate level of debt;
    Changes in the existing, or the adoption of new laws,
    regulations, policies or other activities of governments,
    agencies and similar organizations where such actions may affect
    the production, licensing, distribution or sale of our products,
    the cost thereof or applicable tax rates;
    Costs and risks associated with litigation;
    The final results of investigations and inquiries by the SEC and
    other governmental agencies;
    Changes in the ability of GMAC to make distributions on the
    Preferred Membership Interests held by GM;
    Changes in 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;
    Negotiations and bankruptcy court actions with respect to
    Delphis obligations to us, negotiations with respect to
    our obligations under the pension benefit guarantees to Delphi
    employees and our 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 our key suppliers such as
    Delphi;
    Additional credit rating downgrades and the effects thereof;
    Changes in relations with unions and employees/retirees and the
    legal interpretations of the agreements with those unions with
    regard to employees/retirees, including the negotiation of new
    collective bargaining agreements with unions representing GM
    employees in the U.S. other than the UAW;
    Completion of the final settlement with the UAW and UAW
    retirees, including obtaining court approval in a form
    acceptable to us, the UAW, and class counsel; treatment of the
    terms of the 2006 Settlement Agreement pursuant to the Retiree
    MOU in a form acceptable to us, the UAW and class counsel; our
    completion of discussions with the staff of the SEC regarding
    accounting treatment with respect to the New VEBA and the 97




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GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    
    Shortages of and price increases for fuel; and
    Changes in economic conditions, commodity prices, currency
    exchange rates or political stability in the markets in which we
    operate.  Form 10-K, Forms 10-K, 10-Q, 8-K.
  
    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 the operations of GM, and it has substantial
    credit exposure to GM;
    Recent developments in the residential mortgage market,
    especially in the nonprime sector, may adversely affect
    GMACs revenues, profitability and financial condition;
    The worldwide financial services industry is highly competitive.
    If GMAC is unable to compete successfully or if there is
    increased competition in the automotive financing, mortgage
    and/or insurance markets or generally in the markets for
    securitizations or asset sales, its margins could be materially
    adversely affected;
    Significant changes in the competitive environment and the
    effect of competition in GMACs markets, including on
    GMACs pricing policies;
    Restrictions on the ability of GMACs residential mortgage
    subsidiary to pay dividends and prepay subordinated debt
    obligations to GMAC;
    Changes in the residual value of off-lease vehicles;
    Changes in U.S. government-sponsored mortgage programs or
    disruptions in the markets in which GMACs mortgage
    subsidiaries operate;
    Changes in GMACs 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;
    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.   98




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    * * * * *
    *
   Item 3.
    Quantitative
    And Qualitative Disclosures About Market Risk  Form 10-K.
  * * * * *
    *
  Item 4.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
    Rules 13a-15(e) Rules 13a-15
  Form 10-K
       99




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
      Remediation
    and Changes in Internal Controls
  Form 10-K Form 10-Q
  
    Hired a new assistant controller responsible for complex
    centrally managed accounting processes including compensation
    and benefit plans, treasury and hedge accounting, certain
    complex accruals and complex contracts.
    Divided responsibility for accounting policy and research from
    SEC reporting to provide greater role clarity and focus. A new
    assistant controller was hired during the quarter with
    responsibility for the new SEC reporting function.
    Enhanced pre and post-closure communications processes to
    facilitate early identification, resolution and conclusions on
    accounting treatment of business transactions.
    Continued the deployment of several key training classes and
    hired approximately 25 outside candidates in key accounting
    positions.    Form 10-K
   100




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  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,
  Health
    Care Litigation  2005 Agreement
  UAW,
    et al. v. General Motors Corporation
  Health
    Care Litigation  2007 Agreement
  UAW, et al. v. General
    Motors Corporation
 101




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    General
    Motors Securities and Derivative Litigation
  In re General Motors Securities and Derivative
    Litigation
  ERISA
    Class Actions
  In re General Motors
    Corporation ERISA Litigation
  Patent
    and Trade Secret Lawsuit
  John Evans and Evans
    Cooling Systems, Inc. v. General Motors Corporation
  Coolant
    System Class Action Litigation
    Environmental
    Matters
  Carbon
    Dioxide Emission Standard Litigation
  2 2
 102




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    Greenhouse
    Gas Lawsuit
  California ex rel.
    Lockyer v. General Motors Corporation, et al.
  U.S.
    Environmental Protection Agency (EPA) Region III Administrative
    Complaint
      Item 1A.
    Risk
    Factors  Form 10-K, Form 10-K Forms 10-Q. Form 10-K Forms 10-Q
  Risks
    related to GM and our automotive business
  Changes
    in existing, or the adoption of new, laws, regulations or
    policies of governmental organizations, particularly
    environmental or fuel economy regulations, may have a
    significant negative impact on how we do business.
     103




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    2 2 state-by-state 2
    Shortages
    and increases in the price of fuel can result in diminished
    profitability due to shifts in consumer vehicle
    demand.
  pick-up
  Delphis
    proposed Plan of Reorganization and its related agreements with
    GM to resolve its bankruptcy proceedings may be contested by
    other parties or rejected by the Bankruptcy Court.
    We
    must continue to make structural changes to reduce our U.S.
    health-care cost burden, the source of our largest competitive
    cost disadvantage.
   104




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
      The
    funding of the New VEBA will require the contribution of
    significant assets in a relatively short period, including
    funding requirements for a temporary account before obtaining
    court and regulatory approval.
    Economic
    and industry conditions constantly change and could have a
    material adverse effect on our business and results of
    operations.
     105




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Risks
    related to our 49% ownership interest in GMAC
  General
    business, economic, and market conditions may significantly
    affect the operating results of GMACs business and
    earnings.
      If
    GMACs equity capital decreases, it may not be able to pay
    dividends or may pay partial dividends on the Preferred
    Membership Interests held by GM.
    GMAC
    uses estimates and assumptions in determining the fair value of
    certain of its assets, in determining its allowance for credit
    losses, in determining lease residual values and in determining
    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
    could be materially adversely affected.   106




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
    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.
             107




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Recent
    developments in the residential mortgage market may adversely
    affect GMACs revenues, profitability and financial
    condition.            GMAC
    has concluded that material weaknesses exist in the design and
    operation of its internal controls as of September 30,
    2007, which, if its remediation efforts fail, could result in
    material misstatements in its financial statements in future
    periods.   108




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
  Other
    Risk Factors
  Form 10-K, Form 10-K. Form 10-K
  Risks
    related to GM and our 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.
    Our extensive pension and OPEB obligations to retirees are a
    competitive disadvantage for us.
    Our pension and OPEB expenses are affected by factors outside
    our control, including the performance of plan assets, interest
    rates, actuarial data and experience and changes in laws and
    regulations.
    We have guaranteed a significant amount of Delphis
    financial obligations to its unionized workers. If Delphi fails
    to satisfy these obligations, we would be obligated to pay some
    of these obligations.
    Delphi may seek to reject or compromise its obligations to us
    through its Chapter 11 bankruptcy proceedings.
    Financial difficulties, labor stoppages or work slowdowns at key
    suppliers, including Delphi, could result in a disruption in our
    operations and have a material adverse effect on our business.
    Increase in cost, disruption of supply or shortage of raw
    materials could harm our business.
    A decline in consumer demand for our higher margin vehicles
    could result in diminished profitability.
    The pace of introduction and market acceptance of new vehicles
    is important to our success.
    Decreases in the residual value of our vehicles could have a
    significant negative effect on our results of operations.
    Our 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.
    Further reduction of our credit ratings, or failure to restore
    our credit ratings to higher levels, could have a material
    adverse effect on our business.
    The federal government is currently investigating certain of our
    accounting practices. The final outcome of these investigations
    could require us to restate prior financial results.
    We have determined that our internal controls over financial
    reporting are currently ineffective. The lack of effective
    internal controls could adversely affect our financial condition
    and ability to carry out our strategic business plan.
    Our indebtedness and other obligations of our automotive
    operations are significant and could materially adversely affect
    our business. 109




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   
    Our businesses outside the United States expose us to additional
    risks that may cause our revenues and profitability to decline.
    We are subject to significant risks of litigation.  Risks
    related to our 49% ownership interest in GMAC
  
    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 is exposed to credit risk which could affect its
    profitability and financial condition.
    Changes in existing U.S. government-sponsored mortgage programs,
    or disruptions in the secondary markets in the United States or
    other countries in which GMACs mortgage subsidiaries
    operate, could adversely affect the profitability and financial
    condition of GMACs mortgage business.
    GMAC may be required to repurchase contracts and provide
    indemnification if it breaches representations and warranties in
    its securitization and whole loan transactions, which could harm
    GMACs profitability and financial condition.
    Significant indemnification payments or contract, lease, or loan
    repurchase activity of retail contracts or leases or mortgage
    loans could harm GMACs profitability and financial
    condition.
    A loss of contractual servicing rights could have a material
    adverse effect on GMACs financial condition, liquidity,
    and results of operations.
    The regulatory environment in which GMAC operates could have a
    material adverse effect on its business and earnings.
    The worldwide financial services industry is highly competitive.
    If GMAC is unable to compete successfully or if there is
    increased competition in the automotive financing, mortgage,
    and/or insurance markets or generally in the markets for
    securitizations or asset sales, GMACs margins could be
    materially adversely affected.  * * * * *
    * * *
  Item 2(C).
    Purchases
    of Equity Securities    * * * * *
    * * *
 110




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##### Table of Contents



GENERAL
    MOTORS CORPORATION AND SUBSIDIARIES
   Item 6.
    Exhibits  ExhibitNumber

Exhibit Name10
.1

First Amendment dated August 7, 2007 to the Asset Purchase
    Agreement dated as of June 28, 2007 by and between General
    Motors Corporation and Clutch Operating Company, Inc10
.2

Second Amendment dated October 1, 2007 to the Asset
    Purchase Agreement dated as of June 28, 2007 by and between
    General Motors Corporation and Clutch Operating Company, Inc10
.3

Global Settlement Agreement dated September 6, 2007 between
    General Motors Corporation and Delphi Corporation10
.3A

First Amendment to the Global Settlement Agreement between
    General Motors Corporation and Delphi Corporation dated as of
    October 29, 200710
.4

Master Restructuring Agreement dated September 6, 2007
    between General Motors Corporation and Delphi Corporation10
.4A

First Amendment to the Master Restructuring Agreement between
    General Motors Corporation and Delphi Corporation dated as of
    October 29, 200710
.5

Memorandum of Understanding  Post-Retirement Medical
    Care dated September 26, 2007 between General Motors
    Corporation and the United Auto Workers Union incorporated
    herein by reference to Exhibit 10.1 to General Motors
    Corporations Current Report on
    Form 8-K
    filed on October 15, 200731
.1

Section 302 Certification of the Chief Executive Officer31
.2

Section 302 Certification of the Chief Financial Officer32
.1

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

Certification of the Chief Financial Officer Pursuant to 18
    U.S.C. Section 1350, As Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002   * * * * *
    * * *
 111




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##### Table of Contents



SIGNATURES
       By:
    /s/  NICK
    S. CYPRUS     112




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Exhibit Name10
.1

First Amendment dated August 7, 2007 to the Asset Purchase
    Agreement dated as of June 28, 2007 by and between General
    Motors Corporation and Clutch Operating Company, Inc.10
.2

Second Amendment dated October 1, 2007 to the Asset
    Purchase Agreement dated as of June 28, 2007 by and between
    General Motors Corporation and Clutch Operating Company, Inc.10
.3

Global Settlement Agreement dated September 6, 2007 between
    General Motors Corporation and Delphi Corporation10
.3A

First Amendment to the Global Settlement Agreement between
    General Motors Corporation and Delphi Corporation dated as of
    October 29, 200710
.4

Master Restructuring Agreement dated September 6, 2007
    between General Motors Corporation and Delphi Corporation10
.4A

First Amendment to the Master Restructuring Agreement between
    General Motors Corporation and Delphi Corporation dated as of
    October 29, 200710
.5

Memorandum of Understanding  Post-Retirement Medical
    Care dated September 26, 2007 between General Motors
    Corporation and the United Auto Workers Union incorporated
    herein by reference to Exhibit 10.1 to General Motors
    Corporations Current Report on
    Form 8-K
    filed on October 15, 200731
.1

Section 302 Certification of the Chief Executive Officer31
.2

Section 302 Certification of the Chief Financial Officer32
.1

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

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