8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549-1004

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) May 5, 2011

GENERAL MOTORS COMPANY

(Exact Name of Registrant as Specified in its Charter)

001-34960	DELAWARE	27-0756180
(Commission File Number)	(State or other jurisdiction of incorporation)	(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)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 5, 2011 a news release was issued on the subject of first quarter 2011 consolidated earnings for General Motors Company (GM). The news release did not include certain financial statements, related footnotes and certain other financial information that will be filed with the Securities and Exchange Commission as part of GM’s Quarterly Report on Form 10-Q. The news release and financial statements are incorporated as Exhibit 99.1.

Charts furnished to securities analysts in connection with GM’s first quarter 2011 earnings release are attached as Exhibit 99.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS

Exhibits	Description	Method of Filing
Exhibit 99.1	News Release Dated May 5, 2011 and Financial Statements	Attached as Exhibit
Exhibit 99.2	Charts Furnished to Securities Analysts	Attached as Exhibit

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENERAL MOTORS COMPANY
	(Registrant)
Date: May 5, 2011	By:	s/ Nick S. Cyprus
		Nick S. Cyprus
		Vice President, Controller and Chief Accounting Officer

EX-99.1

For Release: May 5, 2011, 7:30 a.m. EDT

GM Reports Net Income of $3.2 Billion

Net income of $1.77 per share including a net gain from special items of $0.82 per share

EBIT of $3.5 billion and EBIT-adjusted of $2.0 billion

GM Europe achieves breakeven results on an EBIT-adjusted basis

DETROIT – General Motors Company (NYSE: GM) today announced first quarter net income attributable to common stockholders of $3.2 billion, or $1.77 per fully-diluted share, marking the company’s fifth consecutive profitable quarter. Revenue increased $4.7 billion to $36.2 billion, compared with the first quarter of 2010.

“We are on plan,” said Dan Akerson, chairman and CEO. “GM has delivered five consecutive profitable quarters, thanks to strong customer demand for our new fuel-efficient vehicles and a competitive cost structure that allows us to leverage our strong brands around the world and focus on driving profitable automotive growth.”

Net income attributable to common stockholders includes gains of $1.6 billion and $0.3 billion respectively related to the sales of the company’s ownership interest in Delphi Automotive LLP and Ally Financial Inc. preferred stock. It also includes a $0.4 billion goodwill impairment charge at GM Europe (GME) resulting from a change in accounting standards and charges totaling $0.1 billion at GM International Operations (GMIO) related to revised tax regulations affecting the company’s India joint venture. Combined, these special items increased net income attributable to common stockholders by $1.5 billion or $0.82 per fully-diluted share.

Earnings before interest and tax (EBIT) were $3.5 billion. EBIT adjusted to exclude special items was $2.0 billion compared with $1.7 billion in the first quarter of 2010.

GM Results Overview (in billions except for per share amounts)

	Q1 2010		Q1 2011
Revenue	$	31.5	$	36.2
Net income attributable to common stockholders	$	0.9	$	3.2
Earnings per share (EPS) diluted	$	0.55	$	1.77
EBIT	$	1.8	$	3.5
Less special items	$	0.1	$	1.5
EBIT – adjusted	$	1.7	$	2.0
Impact of special items on EPS diluted	$	0.08	$	0.82
Automotive net cash flow from operating activities	$	1.9	$	(0.6	)*
Automotive free cash flow	$	1.0	$	(1.9	)*

* Includes $2.5 billion negative impact related to wholesale advance financing agreement termination

GM North America (GMNA) reported EBIT of $2.9 billion compared with $1.2 billion in the first quarter of 2010. On an EBIT-adjusted basis, GMNA increased its earnings by $0.1 billion to $1.3 billion compared with the first quarter of 2010. The company expects GMNA’s quarterly EBIT-adjusted results to improve on average for the remainder of the year compared with the first quarter as better pricing and improved fixed cost should more than offset commodity cost increases and unfavorable mix.

GME reported EBIT of $(0.4) billion. GME’s results improved by $0.6 billion on an EBIT-adjusted basis compared with the first quarter of 2010 and it achieved a significant milestone by delivering breakeven results on that basis. Based on current plans, GME is targeting to achieve breakeven results on an EBIT-adjusted basis before restructuring for the entire year.

GMIO reported EBIT of $0.5 billion compared with $0.9 billion in the first quarter of 2010. On an EBIT-adjusted basis, GMIO earned $0.6 billion in the first quarter, a decline of $0.3 billion compared with the first quarter of 2010.

GM South America (GMSA) reported EBIT of $0.1 billion, down $0.2 billion from the first quarter of 2010. There were no adjustments in either period.

GM expects that full-year 2011 EBIT-adjusted results will show solid improvement over 2010. GM continues to expect no material impact on full-year results from the Japan crisis.

For the quarter, automotive cash flow from operating activities was $(0.6) billion and automotive free cash flow was $(1.9) billion. Both figures include the $2.5 billion cash impact of GM’s decision, announced in October 2010, to end a wholesale advance agreement with Ally Financial.

GM ended the quarter with very strong total automotive liquidity of $36.5 billion. Automotive cash and marketable securities, including Canadian Health Care Trust restricted cash, was $30.6 billion compared with $27.6 billion at the end of the fourth quarter of 2010.

“GM has great potential to deliver profitable growth around the world as the recovery continues,” said Dan Ammann, senior vice president and CFO. “While we’re encouraged, we keenly recognize we have more opportunities to leverage our scale, improve spending and investment efficiencies, and optimize our strong balance sheet.”

About General Motors – General Motors (NYSE:GM, TSX: GMM), one of the world’s largest automakers, traces its roots back to 1908. With its global headquarters in Detroit, GM employs 202,000 people in every major region of the world and does business in more than 120 countries. GM and its strategic partners produce cars and trucks in 30 countries, and sell and service these vehicles through the following brands: Baojun, Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang, Opel, Vauxhall, and Wuling. GM’s largest national market is China, followed by the United States, Brazil, the United Kingdom, Germany, Canada, and Italy. GM’s OnStar subsidiary is the industry leader in vehicle safety, security and information services. More information on the new General Motors can be found at www.gm.com.

Contacts:
Reneé Rashid-Merem	Randy Arickx
Office 313-665-3128	Office 313-667-0006
Cell 313-701-8560	Cell 313-268-7070
renee.rashid-merem@gm.com	randy.c.arickx@gm.com

2

Forward-Looking Statements

In this press release and in related comments by our management, our use of the words “expect,” “anticipate,” “possible,” “potential,” “target,” “believe,” “commit,” “intend,” “continue,” “may,” “would,” “could,” “should,” “project,” “projected,” “positioned” or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors might include: our ability to realize production efficiencies and to achieve reductions in costs as a result of our restructuring initiatives and labor modifications; our ability to maintain quality control over our vehicles and avoid material vehicle recalls; our ability to maintain adequate liquidity and financing sources and an appropriate level of debt, including as required to fund our planned significant investment in new technology; the ability of our suppliers to timely deliver parts, components and systems; our ability to realize successful vehicle applications of new technology; and our ability to continue to attract new customers, particularly for our new products. GM’s most recent annual report on Form 10-K and quarterly report on Form 10-Q provides information about these and other factors, which we may revise or supplement in future reports to the SEC.

3

Exhibit 1

General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

The accompanying tables and charts for securities analysts include earnings before interest and taxes (EBIT), EBIT adjusted and Automotive free cash flow which are not prepared in accordance with Accounting Principles Generally Accepted in the United States of America (U.S. GAAP) and have not been audited or reviewed by GM’s independent auditors. EBIT, EBIT adjusted and Automotive free cash flow are considered non-GAAP financial measures.

Management believes these non-GAAP financial measures provide meaningful supplemental information regarding GM’s operating results because they exclude amounts that management does not consider part of operating results when assessing and measuring the operational and financial performance of the organization. Management believes these measures allow it to readily view operating trends, perform analytical comparisons and benchmark performance among geographic regions. Accordingly, GM believes these non-GAAP financial measures are useful in allowing for greater transparency of GM’s core operations and they are therefore used by management in its financial and operational decision-making.

While management believes that these non-GAAP financial measures provide useful information, they are not operating measures under U.S. GAAP and there are limitations associated with their use. GM’s calculation of these non-GAAP financial measures may not be completely comparable to similarly titled measures of other companies due to potential differences between companies in their method of calculation. As a result, the use of these non-GAAP financial measures has limitations and should not be considered in isolation from, or as a substitute for, other measures such as Net income or Net income attributable to common stockholders. Due to these limitations, these non-GAAP financial measures are used as a supplement to U.S. GAAP measures.

The following table summarizes the reconciliation of EBIT to its most comparable U.S. GAAP measure (dollars in millions):

	Three Months Ended March 31, 2011			Three Months Ended March 31, 2010
Operating segments
GMNA(a)	$	2,898		$	1,218
GME(a)(b)		(390	)		(477	)
GMIO(a)(b)		480			908
GMSA(a)(b)		90			265
GM Financial(c)		130			—
Total operating segments		3,208			1,914
Corporate and eliminations		317			(90	)
EBIT(c)		3,525			1,824
Interest income		127			90
Automotive interest expense		149			337
Income tax expense		137			509
Net income attributable to stockholders		3,366			1,068
Less: Cumulative dividends on preferred stock		215			203
Net income attributable to common stockholders	$	3,151		$	865

(a) Interest and income taxes are recorded centrally in Corporate; therefore, there are no reconciling items for GM’s automotive operating segments between EBIT and Net income attributable to stockholders.

(b) In the year ended December 31, 2010 GM changed its managerial and financial reporting structure so that certain entities geographically located within Russia and Uzbekistan were transferred from GM’s GME segment to GM’s GMIO segment and certain entities geographically located in Brazil, Argentina, Colombia, Ecuador, Venezuela, Bolivia, Chile, Paraguay, Peru and Uruguay were transferred from GM’s GMIO segment to GM’s newly created GMSA segment. GM has retrospectively revised the segment presentation for all periods presented.

(c) GM Financial amounts represent income before income taxes.

1

General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

The following table summarizes the reconciliation of EBIT adjusted to EBIT (dollars in millions):

	Three  Months Ended March 31, 2011(a)		Three  Months Ended March 31, 2010
EBIT adjusted	$	2,042	$	1,701
Special items		1,483		123
EBIT	$	3,525	$	1,824

(a) GM Financial amounts included in EBIT and EBIT adjusted represent income before income taxes.

Special Items

In the three months ended March 31, 2011 special items included:

• Gain of $1.6 billion in GMNA related to the sale of GM’s Class A Membership Interests in Delphi Automotive LLP;

• Gain of $339 million in Corporate related to the sale of 100% of the Ally Financial Preferred Stock;

• Impairment charge of $395 million in GME related to goodwill; and

• Charge of $106 million in GMIO related to GM’s India joint venture.

In the three months ended March 31, 2010 special items included a gain of $123 million in GME related to the sale of Saab Automobile AB to Spyker Cars NV.

The following table summarizes the reconciliation of Automotive free cash flow to Automotive Net cash provided by (used in) operating activities (dollars in millions):

	Three Months Ended March 31, 2011			Three Months Ended March 31, 2010
Automotive
Free cash flow	$	(1,918	)	$	1,010
Capital expenditures		1,322			840
Net cash provided by (used in) operating activities	$	(596	)	$	1,850

2

General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

The following tables summarize selected data by segment (dollars in millions):

	GMNA		GME		GMIO		GMSA		Corporate		Eliminations			Total Automotive		GM Financial		Eliminations		Total
Three Months Ended March 31, 2011
Total net sales and revenue	$	22,110	$	6,870	$	5,427	$	3,896	$	16	$	(2,420	)	$	35,899	$	295	$	—	$	36,194
Depreciation, amortization and impairment of long-lived assets and finite-lived intangible assets	$	977	$	340	$	116	$	116	$	13	$	—		$	1,562	$	14	$	—	$	1,576
Equity income, net of tax and gain on disposal of investments(a)	$	1,729	$	—	$	415	$	—	$	—	$	—		$	2,144	$	—	$	—	$	2,144

(a) Includes a gain of $1.6 billion recorded on the sale of GM’s Class A Membership Interests in Delphi Automotive LLP.

	GMNA		GME		GMIO		GMSA		Corporate		Eliminations			Total Automotive		Total
Three Months Ended March 31, 2010
Total net sales and revenue	$	19,286	$	5,461	$	4,985	$	3,324	$	45	$	(1,625	)	$	31,476	$	31,476
Depreciation, amortization and impairment of long-lived assets and finite-lived intangible assets	$	1,174	$	384	$	65	$	129	$	51	$	—		$	1,803	$	1,803
Equity income, net of tax and gain on disposal of investments	$	34	$	7	$	362	$	—	$	—	$	—		$	403	$	403

The following tables summarize worldwide employment and payroll:

	March 31, 2011		December 31, 2010
Worldwide Employment (thousands)
GMNA		97		96
GME		40		40
GMIO		33		32
GMSA		32		31
GM Financial		3		3
Total Worldwide		205		202
U.S. – Salaried		28		28
U.S. – Hourly		49		49
	Three Months Ended March 31, 2011		Three Months Ended March 31, 2010
Worldwide Payroll (billions)	$	3.3	$	3.0

3

General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

	Three Months Ended March 31, 2011		Three Months Ended March 31, 2010
Production Volume (units in thousands)(a)
GMNA – Cars		284		244
GMNA – Trucks		502		424
Total GMNA		786		668
GME		344		305
GMIO - Consolidated Entities		257		248
GMIO - Joint Ventures(b)		709		654
Total GMIO		966		902
GMSA		231		210
Total Worldwide		2,327		2,085

(a) Production volume includes vehicles produced by certain joint ventures.

(b) The joint venture agreements with SGMW (44%) in the three months ended March 31, 2011 and (34%) in the three months ended March 31, 2010 and FAW-GM (50%) allows for significant rights as a member as well as the contractual right to report SGMW and FAW-GM joint venture production in China.

4

General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

	Three Months Ended March 31, 2011		Three  Months Ended March 31, 2010(a)(b)
Vehicle Sales (units in thousands)(c)(d)(e)
United States
Chevrolet – Cars		181		156
Chevrolet – Trucks		235		182
Cadillac		41		29
Buick		45		32
GMC		91		69
Other		0		8
Total United States		593		477
Canada, Mexico and Other		92		86
Total GMNA		684		564
GME
Opel/Vauxhall		320		295
Chevrolet		112		105
Other		1		4
Total GME		433		404
GMIO
Chevrolet		256		220
Wuling		337		334
Buick		166		122
GM Daewoo		16		28
Holden		32		36
FAW-GM		17		28
GMC		7		8
Cadillac		8		4
Other		17		11
Total GMIO(f)(g)		855		790
GMSA
Chevrolet		247		237
Other		3		4
Total GMSA		250		241
Total Worldwide		2,221		1,999

(a) Includes HUMMER, Saturn and Pontiac vehicle sales data.

(b) Includes GM Saab Automobile AB (Saab) vehicle sales data through February 2010.

(c) Vehicle sales data may include rounding differences.

(d) Certain fleet sales that are accounted for as operating leases are included in vehicle sales at the time of delivery to the daily rental car companies.

(e) GMNA vehicle sales primarily represent sales to the ultimate customer. GME, GMIO and GMSA vehicle sales primarily represent estimated sales to the ultimate customer. In countries where end customer data is not readily available other data sources, such as wholesale volumes, are used to estimate vehicle sales.

(f) Includes the following joint venture vehicle sales:

	Three Months Ended March 31, 2011		Three Months Ended March 31, 2010
Joint venture sales in China
SGM		310		235
SGMW and FAW-GM		376		388
Joint venture sales in India
HKJV		29		22

(g) The joint venture agreements with SGMW (44%) in the three months ended March 31, 2011 and (34%) in the three months ended March 31, 2010 and FAW-GM (50%) allow for significant rights as a member as well as the contractual right to report SGMW and FAW-GM joint venture vehicle sales in China as part of GM’s global market share.

5

General Motors Company and Subsidiaries

Supplemental Material

(Unaudited)

	Three Months Ended March 31, 2011			Three  Months Ended March 31, 2010(a)(b)
Market Share(c)(d)(e)
United States – Cars		15.4	%		14.8	%
United States – Trucks		22.4	%		22.0	%
Total United States		19.0	%		18.4	%
Total GMNA		18.3	%		17.8	%
Total GME		8.6	%		8.5	%
Total GMIO(f)(g)		9.2	%		8.8	%
Total GMSA		18.8	%		20.7	%
Total Worldwide		11.5	%		11.1	%
U.S. Retail/Fleet Mix
% Fleet Sales – Cars		28.6	%		40.6	%
% Fleet Sales – Trucks		20.5	%		24.5	%
Total Vehicles		23.6	%		30.9	%
GMNA Capacity Utilization(h)		99.1	%		85.1	%

(a) Includes HUMMER, Saturn and Pontiac vehicle sales data.

(b) Includes GM Saab vehicle sales data through February 2010.

(c) Market share information is based on vehicle sales volume.

(d) Certain fleet sales that are accounted for as operating leases are included in vehicle sales at the time of delivery to the daily rental car companies.

(e) GMNA vehicle sales primarily represent sales to the ultimate customer. GME, GMIO and GMSA vehicle sales primarily represent estimated sales to the ultimate customer. In countries where end customer data is not readily available other data sources, such as wholesale volumes, are used to estimate vehicle sales.

(f) Includes the following joint venture vehicle sales (units in thousands):

	Three Months Ended March 31, 2011		Three Months Ended March 31, 2010
Joint venture sales in China
SGM		310		235
SGMW and FAW-GM		376		388
Joint venture sales in India
HKJV		29		22

(g) The joint venture agreements with SGMW (44%) in the three months ended March 31, 2011 and (34%) in the three months ended March 31, 2010 and FAW-GM (50%) allow for significant rights as a member as well as the contractual right to report SGMW and FAW-GM joint venture vehicle sales in China as part of GM’s global market share.

(h) Two shift rated, annualized.

6

General Motors Company and Subsidiaries

Condensed Consolidated Income Statements

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended March  31, 2011			Three Months Ended March  31, 2010
Net sales and revenue
Automotive sales	$	35,879		$	31,422
GM Financial revenue		295			—
Other automotive revenue		20			54
Total net sales and revenue		36,194			31,476
Costs and expenses
Automotive cost of sales		31,685			27,553
GM Financial operating and other expenses		165			—
Automotive selling, general and administrative expense		2,994			2,684
Other automotive expenses, net		6			46
Total costs and expenses		34,850			30,283
Goodwill impairment charges		395			—
Operating income		949			1,193
Automotive interest expense		149			337
Interest income and other non-operating income, net		604			447
Loss on extinguishment of debt		—			(1	)
Income before income taxes and equity income		1,404			1,302
Income tax expense		137			509
Equity income, net of tax and gain on disposal of investments		2,144			403
Net income		3,411			1,196
Net income attributable to noncontrolling interests		(45	)		(128	)
Net income attributable to stockholders		3,366			1,068
Less: Cumulative dividends on preferred stock		215			203
Net income attributable to common stockholders	$	3,151		$	865
Earnings per share
Basic and Diluted
Net income attributable to common stockholders – basic	$	3,151		$	865
Addition of preferred dividends to holders of Series B Preferred Stock		59			—
Net income attributable to common stockholders – diluted	$	3,210		$	865
Basic and Diluted
Weighted-average common shares outstanding – basic		1,504			1,500
Dilutive effect of warrants		162			67
Dilutive effect of conversion of Series B Preferred Stock		148			—
Dilutive effect of restricted stock units		3			—
Weighted-average common shares outstanding – diluted		1,817			1,567
Basic earnings per share	$	2.09		$	0.58
Diluted earnings per share	$	1.77		$	0.55

7

General Motors Company and Subsidiaries

Condensed Consolidated Balance Sheets

(In millions, except share amounts)

(Unaudited)

	March 31, 2011		December 31, 2010
ASSETS
Automotive Current Assets
Cash and cash equivalents	$	20,975	$	21,061
Marketable securities		8,618		5,555
Total cash, cash equivalents and marketable securities		29,593		26,616
Accounts and notes receivable (net of allowance of $336 and $252)		12,990		8,699
Inventories		13,991		12,125
Equipment on operating leases, net		3,099		2,568
Other current assets and deferred income taxes		3,276		3,045
Total current assets		62,949		53,053
Automotive Non-current Assets
Equity in net assets of nonconsolidated affiliates		6,937		8,529
Property, net		19,944		19,235
Goodwill		28,752		30,513
Intangible assets, net		11,488		11,882
Other assets and deferred income taxes		4,249		4,754
Total non-current assets		71,370		74,913
Total Automotive Assets		134,319		127,966
GM Financial Assets
Finance receivables, net (including finance receivables transferred to special purpose entities of $8,603 and $7,156)		8,276		8,197
Restricted cash		1,201		1,090
Goodwill		1,265		1,265
Other assets (including leased assets transferred to special purpose entities of $188 at March 31, 2011)		785		380
Total GM Financial Assets		11,527		10,932
Total Assets	$	145,846	$	138,898
LIABILITIES AND EQUITY
Automotive Current Liabilities
Accounts payable (principally trade)	$	24,739	$	21,497
Short-term debt and current portion of long-term debt (including debt at GM Korea of $117 and $70)		1,743		1,616
Accrued liabilities (including derivative liabilities at GM Korea of $49 and $111)		25,200		24,044
Total current liabilities		51,682		47,157
Automotive Non-current Liabilities
Long-term debt (including debt at GM Korea of $8 and $835)		3,268		3,014
Postretirement benefits other than pensions		9,396		9,294
Pensions		21,660		21,894
Other liabilities and deferred income taxes		12,851		13,021
Total non-current liabilities		47,175		47,223
Total Automotive Liabilities		98,857		94,380
GM Financial Liabilities
Securitization notes payable		6,061		6,128
Credit facilities		1,412		832
Other liabilities		430		399
Total GM Financial Liabilities		7,903		7,359
Total Liabilities		106,760		101,739
Commitments and contingencies
Equity
Preferred stock, $0.01 par value, 2,000,000,000 shares authorized:
Series A (276,101,695 shares issued and outstanding (each with a $25.00 liquidation preference) at March 31, 2011 and December 31, 2010)		5,536		5,536
Series B (100,000,000 shares issued and outstanding (each with a $50.00 liquidation preference) at March 31, 2011 and December 31, 2010)		4,855		4,855
Common stock, $0.01 par value (5,000,000,000 shares authorized, 1,560,755,989 and 1,500,149,928 shares issued and outstanding at March 31, 2011 and 1,500,136,998 shares issued and outstanding at December 31, 2010)		15		15
Capital surplus (principally additional paid-in capital)		24,347		24,257
Retained earnings		1,951		266
Accumulated other comprehensive income		1,494		1,251
Total stockholders’ equity		38,198		36,180
Noncontrolling interests		888		979
Total Equity		39,086		37,159
Total Liabilities and Equity	$	145,846	$	138,898

8

EX-99.2

Exhibit 99.2

Exhibit 99.2

General Motors Company

Q1 2011 Results

May 5, 2011

Forward Looking Statements

In this presentation and in related comments by our management, our use of the words “expect,” “anticipate,” “possible,” “potential,” “target,” “believe,” “commit,” “intend,” “continue,” “may,” “would,” “could,” “should,” “project,” “projected,” “positioned” or similar expressions is intended to identify forward looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors might include: our ability to realize production efficiencies and to achieve reductions in costs as a result of our restructuring initiatives and labor modifications; our ability to maintain quality control over our vehicles and avoid material vehicle recalls; our suppliers’ ability to deliver parts, systems and components at such times to allow us to meet production schedules; our ability to maintain adequate liquidity and financing sources and an appropriate level of debt, including as required to fund our planned significant investment in new technology; our ability to realize successful vehicle applications of new technology; and our ability to continue to attract new customers, particularly for our new products.

GM’s most recent annual report on Form 10-K and quarterly report on Form 10-Q provides information about these and other factors, which we may revise or supplement in future reports to the SEC.

1

First Quarter 2011 Highlights

Q1 ‘11 F/(U) vs. Q1 ‘10

Global Deliveries 2.2M

Net Revenue $36.2B

EBIT - Adj. $2.0B

- GMNA $1.3B

- GME $0.0B

- GMIO $0.6B

- GMSA $0.1B

Available Liquidity $36.5B

2

Summary of Q1 2011 Results

Q1 2010 Q1 2011

GAAP

Net Revenue ($B) 31.5 36.2

Operating Income ($B) 1.2 0.9

Net Income to Common Stockholders ($B) 0.9 3.2

EPS – Diluted ($/Share) 0.55 1.77

Non- GAAP

EBIT- Adj. ($B) 1.7 2.0*

Automotive Free Cash Flow ($B) 1.0 (1.9)**

* EBIT-Adj. includes GM Financial on an Earnings Before Tax (EBT) basis

** Automotive Free Cash Flow includes unfavorable $2.5B impact related to termination of in-transit financing

3

Net Income to Common Stockholders

Q1 2010 Q1 2011

Net Income to Common Stockholders ($B) 0.9 3.2

EPS – Diluted ($/Share) 0.55 1.77

Special Items Included ($B):

- Gain on Sale of Delphi Membership Interest 0.0 1.6

- Gain on Sale of Ally Preferred 0.0 0.3

- GME Goodwill Impairment 0.0 (0.4)

- Gain on Saab Sale 0.1 0.0

- India JV Impairment & related charges 0.0 (0.1)

Total Impact of Special Items:

Net Income to Common Stockholders ($B) 0.1 1.5

EPS – Diluted ($/Share) 0.08 0.82

Note: Results may not foot due to rounding

4

Q1 Operating Income Walk to EBIT- Adj.

($B) Q1 2010 Q1 2011

Operating Income 1.2 0.9

Equity Income 0.4 2.1

Non-Controlling Interests (0.1) 0.0

Non-Operating Income 0.3 0.5

Earnings Before Interest & Taxes (EBIT) 1.8 3.5

Less Special Items 0.1 1.5

EBIT- Adj. 1.7 2.0

Note: EBIT-Adj. includes GM Financial on an Earnings Before Tax (EBT) basis

5

Q1 EBIT & EBIT- Adj.

($B)

GMNA GME GMIO GMSA GMF* Corp./Elims EBIT-Adj. Plus Special Items EBIT

Q1 2010 Q1 2011

1.2 1.3 0.0 0.9 0.6 0.3 0.1 n/a 0.1 0.0 1.7 2.0 0.1 1.5 1.8 3.5

0.6 0.1

GMNA GME GMIO GMSA GMF* Corp. / Elims EBIT - Adj. Plus Special Items EBIT

* GMF at an Earnings Before Tax basis (EBT) Note: Results may not foot due to rounding

6

Global Deliveries

(000’s)

2,400 1,999 2,155 2,062 2,175 2,221

1,700

1,000

Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011

Global Share 11.1% 11.6% 11.5% 11.5% 11.5%

GM deliveries & market share include vehicles sold around the world under GM and JV brands, and through GM-branded distribution network

7

Earnings Before Interest & Taxes

($B)

4.0

3.5

3.0

2.3

2.0

2.0 1.8

2.0

1.7 1.3 EBIT-Adj.

EBIT-Adj.

1.0

1.0

EBIT-Adj.

0.0

Q1 Q2 Q3 Q4 Q1

2010 2010 2010 2010 2011

Revenue ($B) 31.5 33.2 34.1 36.9 36.2

Note: Q4/2010 & Q1/2011 EBIT & EBIT-Adj. include GM Financial on an Earnings Before Tax (EBT) basis

8

GMNA Deliveries

(000’s)

900

716 685

660 684

564

450 Chevy, Buick,

708 658 683 684 GMC, Cadillac

551

0

Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011

GMNA Share 17.8% 18.7% 17.7% 18.5% 18.3%

U.S. Share 18.4% 19.4% 18.3% 19.1% 19.0%

U.S. 4-Brand Share

18.1% 19.3% 18.3% 19.1% 19.0%

9

Key GMNA Performance Indicators

U.S. Total Share Avg. GM U.S. Retail

Share U.S. Retail Share Incentive $/Unit

22% 5,500

20%

5,000

18%

4,500

16%

14% 4,000

12%

3,500

10%

3,000

8%

6% 2,500

Apr

Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 2011

est.

Avg. U.S. Retail Incentive as % of ATP

GM % 10.3 9.7 9.3 9.9 11.2 11.7 12.6 10.7 9.6 9.6 9.4 10.4 12.6 13.2 9.8 8.6

GM vs. Ind. 1.06 0.93 0.85 0.95 1.03 1.10 1.12 1.01 0.95 1.02 0.97 1.00 1.26 1.23 0.96 0.97

(GM % / Ind. %)

Note: Incentive & ATP Information Based on J.D. Power and Associates Power Information Network data 10

GMNA Earnings Before Interest & Taxes

($B)

3.0 2.9

2.1

2.0

1.6

1.2

1.0 0.8 1.3

EBIT-Adj.

0.0

(1.0)

Q1 Q2 Q3 Q4 Q1

2010 2010 2010 2010 2011

Revenue ($B) 19.3 20.3 21.5 22.0 22.1

Production (000’s) 668 731 707 703 786

U.S. Dealer Inv (000’s) 428 438 478 511 574

11

Info Item: GMNA – C$ Net Monetary Liability

GM Canada balance sheet includes ~CAD $7B Net Monetary Liability (NML) position, primarily pension, OPEB and accrued liabilities

USD value of NML will vary due to difference in period end to period end FX

Since GM Canada is USD functional, translation exchange realized as non-cash charge recorded to GMNA P&L

GMNA CAD NML Translational Impact

Q1 Q2 Q3 Q4 CY Q1

2010 2010 2010 2010 2010 2011

Non-Cash EBIT Impact ($B) $(0.2) $0.2 $(0.2) $(0.2) $(0.4) $(0.2)

Period End FX (CAD per USD) 1.0164 1.0491 1.0269 0.9980 0.9980 0.9713

Inc/(Dec) vs. Prior Period (0.0323) 0.0327 (0.0222) (0.0288) (0.0506) (0.0267)

12

GMNA EBIT – Q1 2010 vs. Q1 2011

Q1 2010 EBIT ($B) $0.1B Improvement Q1 2011 EBIT ($B)

1.6 2.9

0.9 (0.3)

(0.4)

(0.1)

1.2 0.0 1.2 1.3

Less Special Volume / Plus Special

EBIT EBIT-Adj. Price Cost Other EBIT-Adj. EBIT

Items Mix Items

13

GME Deliveries

(000’s)

900

443 428 433

450 404 389

105 128 129 112 Chevrolet

115

GME Excl.

299 315 274 299 321 Chevrolet

0

Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011

GME Share 8.5% 8.8% 8.9% 9.0% 8.6%

Germany Share 8.2% 8.0% 8.5% 9.0% 8.2%

U.K. Share 12.0% 13.8% 12.6% 12.4% 12.6%

GME deliveries and market share include unit sales of Chevrolets produced by GMIO and delivered to customers in GME. Revenue and associated costs of these unit sales are reported by GMIO

14

GME Earnings Before Interest & Taxes

($B)

3.0

2.0

1.0

0.0

EBIT-Adj.

0.0

(0.5) (0.2)

(0.4)

(0.6) (0.6) (0.6)

(1.0) EBIT-Adj.

Q1 Q2 Q3 Q4 Q1

2010 2010 2010 2010 2011

Revenue ($B) 5.5 6.0 5.7 6.9 6.9

Production (000’s) 305 331 286 313 344

15

GME Goodwill Impairment

New GAAP accounting guidelines issued for testing goodwill impairment when reporting units have zero or negative equity effective Jan 1, 2011

GME had negative equity and $3.1B of goodwill at Dec 31, 2010

– Arose from fresh-start accounting and related primarily to difference at July 2009, between fair value & U.S. GAAP value of employee benefit plans

Write-down & impairment represent convergence between fair value and U.S. GAAP value of such plans driven by convergence between GM borrowing rate and high quality bond rate

– $1.5B write-down of goodwill directly to equity upon Jan 1, 2011 implementation

– $0.4B non-cash impairment charge to EBIT based on Mar 31, 2011 testing

GME could experience future goodwill impairments related to the above factors

– $1.3B of remaining GME goodwill as of Mar 31, 2011

16

GME EBIT — Q1 2010 vs. Q1 2011

Q1 2010 EBIT ($B)

(0.5) 0.1 (0.6)

EBIT Less Special Items EBIT-Adj.

$0.6B Improvement

0.2 0.0 0.2 0.2

Volume / Mix Price Cost Other

Q1 2011 EBIT ($B)

0.0 (0.4) (0.4)

EBIT-Adj. Plus Special Items EBIT

17

GMIO Deliveries

(000’s)

900 855

790 765 745 777

450 624 586 567 576 686 China

0 166 179 178 201 169 GMIO Excl. China

Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011

GMIO Share 8.8% 9.0% 8.7% 8.6% 9.2%

China Share 13.3% 13.1% 13.6% 11.6% 13.6%

India Share 4.2% 4.0% 3.0% 3.4% 3.2%

Note: Prior results have been adjusted to reflect the breakout of GMSA separately

18

GMIO Earnings Before Interest & Taxes

($B)

3.0

2.0

1.0 0.9 0.6

0.4 0.5 0.5 0.3 0.5 EBIT-Adj.

0.4 0.3 0.2 0.4

0.0

Equity Income

(1.0)

Q1 Q2 Q3 Q4 Q1

2010 2010 2010 2010 2011

Revenue ($B) 5.0 5.3 5.1 6.1 5.4

Consolidated Prod. (000’s) 248 268 235 265 257

Joint Venture Prod. (000’s) 654 697 631 747 709

Total Production (000’s) 902 965 866 1,012 966

Note: Prior results have been adjusted to reflect the breakout of GMSA separately 19

GMIO EBIT — Q1 2010 vs. Q1 2011

Q1 2010 Q1 2011

EBIT($B) $0.3B Reduction EBIT ($B)

0.9 0.0 0.9 (0.1) 0.0 (0.3) 0.1 0.6 (0.1) 0.5

EBIT Less Special Items EBIT-Adj.

Volume / Mix Price Cost Other

EBIT-Adj. Plus Special Items EBIT

20

GMSA Deliveries

(000’s)

900

450

241 231 268 285 250 Brazil

156 146 169 186 143

0

85 85 99 99 107 GMSA Other

Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011

GMSA Share 20.7% 19.5% 19.8% 19.6% 18.8%

Brazil Share 19.9% 18.4% 18.3% 18.4% 17.3%

21

GMSA Earnings Before Interest & Taxes

($B)

3.0

2.0

1.0

0.0

(1.0)

0.3 0.2 0.2 0.2 0.1

Q1 Q2 Q3 Q4 Q1

2010 2010 2010 2010 2011

Revenue ($B) 3.3 3.6 4.0 4.5 3.9

Production (000’s) 210 230 245 241 231

22

GMSA EBIT – Q1 2010 vs. Q1 2011

Q1 2010 Q1 2011

$0.2B Reduction

EBIT ($B) EBIT ($B)

0.3 0.0 0.3 0.0 0.1 (0.3)

(0.0) 0.1 0.0 0.1

Less Special Volume / Plus Special

EBIT EBIT-Adj. Price Cost Other EBIT-Adj. EBIT

Items Mix Items

23

Automotive Free Cash Flow

($B) Q1 2010 Q1 2011

Net Income to Common Stockholders 0.9 3.2

Add-back Non-Controlling Interests & Preferred Dividends 0.3 0.3

Deduct Non-Auto (GM Financial) n/a (0.1)

Automotive Net Income 1.2 3.4

Special Items (0.1) (1.5)

Depreciation / Amortization 1.8 1.6

Working Capital (0.8) (0.4)

Termination of In-Transit Financing 0.0 (2.5)

Pension / OPEB – Cash in Excess of Expense (0.5) (0.4)

Other 0.3 (0.8)

Automotive Net Cash Provided/(Used)

1.9 (0.6)

Operating Activities

Capital Expenditures (0.8) (1.3)

Automotive Free Cash Flow 1.0 (1.9)

Note: Results may not foot due to rounding 24

Key Automotive Balance Sheet Items

Mar. 31 Dec. 31 Mar. 31

($B) 2010 2010 2011

Cash & marketable securities* 35.7 27.6 30.6

Available Credit Facilities 0.7 5.9 5.9

Available Liquidity* 36.4 33.5 36.5

Key Obligations:

Debt 14.2 4.6 5.0

Series A Preferred Stock 7.0 5.5 5.5

U.S. Pension Underfunded Status** 16.0 11.5 11.2 ***

Unfunded OPEB 9.4 9.9 10.0

* Includes Canadian HC Trust restricted cash in 2010 & 2011 and UST restricted cash at March 31, 2010

** Excludes U.S. non-qualified plan PBO of ~$0.9 billion

*** Excludes ~$2B stock contribution completed 1/13/11 that will be counted as a plan asset once certain conditions are met 25

GM Financial

Industry Average

Q1 Q1 Q1 Q1

2010 2011 2010* 2011*

GM Sales Penetrations

U.S. Subprime (<=620) 4.0% 6.1% 4.2% 5.4%

U.S. Lease 7.6% 16.8% 21.4% 23.1%

Canada Lease 2.7% 4.1% 19.0% 19.6%

GM / GMF Linkage

GM as % of GMF Originations 8.3% 38.8%

(GM New / GMF Loan & Lease)

GMF as % of GM U.S. S/P & Lease 6.1% 17.8%

GMF Performance

GMF Credit Losses 7.6% 4.0%

(annualized net charge-offs as % avg. receivables)

EBT ($M) 96** 130

* Industry average excludes GM ** Q1 2010 not included in consolidated GM results, does not reflect purchase accounting 26

Current Outlook

2011 CY EBIT-adj. expected to show solid improvement over 2010

- Japan crisis not expected to have a material impact on full-year results

GMNA quarterly EBIT-adj. expected to improve on average for the remainder of the year versus the first quarter

- Better pricing and improved fixed cost expected to more than offset commodity cost increases and unfavorable mix

Targeting to achieve breakeven GME EBIT-adj. before restructuring

27

Global Growth

Regional Net Revenue ($B)

Q1 Q1

2010 2011 % Change

GMNA 19.3 22.1 15%

GME 5.5 6.9 26%

GMIO 5.0 5.4 9%

GMSA 3.3 3.9 17%

28

Summary

On plan

Important to leverage global growth

Cost containment is key, as commodity and launch costs increase

Expect full-year 2011 EBIT-adjusted results to be solid improvement over 2010

29

General Motors Company

Select Supplemental Financial Information

EBIT Walk to Net Income to Common Stockholders

Q1 Q1

($B) 2010 2011

GMNA 1.2 2.9

GME (0.5) (0.4)

GMIO 0.9 0.5

GMSA 0.3 0.1

Corp & Elims (0.1) 0.3

GMF - 0.1

Total EBIT 1.8 3.5

Interest Expense / (Income) 0.2 0.0

Income Tax Expense / (Benefit) 0.5 0.1

Net Income to Stockholders 1.1 3.4

Dividends on Preferred Stock 0.2 0.2

Net Income to Common Stockholders 0.9 3.2

Note: EBIT includes GM Financial on an Earnings Before Tax (EBT) basis

Note: Results may not foot due to rounding S1

Reconciliation of Q1 2011 EBIT-Adj.

Q1 Q1

($B) 2010 2011

Net Income to Common Stockholders 0.9 3.2

Add Back:

Dividends on Preferred Stock 0.2 0.2

Interest Expense / (Income) 0.2 0.0

Income Tax Expense / (Benefit) 0.5 0.1

Earnings Before Interest & Taxes (EBIT) 1.8 3.5

Less Special Items:

- Gain on Sale of Delphi Membership Interest 0.0 1.6

- Gain on Sale of Ally Preferred 0.0 0.3

- GME Goodwill Impairment 0.0 (0.4)

- India JV Impairment & related charges 0.0 (0.1)

- Gain on Saab Sale 0.1 0.0

Total Special Items 0.1 1.5

EBIT – Adj. 1.7 2.0

Note: Q1 2011 EBIT & EBIT-Adj. includes GM Financial on an Earnings Before Tax (EBT) basis

Note: Results may not foot due to rounding S2

Q1 2011 Special Items

Q1 Q1

($B) 2010 2011

- Sale of Delphi Membership Interest 0.0 1.6

Total GMNA 0.0 1.6

- Gain on Saab Sale 0.1 0.0

- GME Goodwill Impairment 0.0 (0.4)

Total GME 0.1 (0.4)

- India JV Impairment & related charges 0.0 (0.1)

Total GMIO 0.0 (0.1)

Total GMSA 0.0 0.0

- Sale of Ally Preferred 0.0 0.3

Total Corp. 0.0 0.3

Total Special Items 0.1 1.5

Note: Results may not foot due to rounding S3

Restructuring (not included in special items)

Q1 Q2 Q3 Q4 Q1

($B) 2010 2010 2010 2010 2011

GMNA – Dealer Related 0.0 0.0 0.0 0.0 0.0

GMNA – Non-Dealer Related 0.1 0.0 0.0 0.2 0.0

Total GMNA 0.1 0.0 0.0 0.2 0.0

Total GME (0.3) (0.2) (0.1) (0.1) 0.0

Total GMIO 0.0 0.0 0.0 0.0 0.0

Total GMSA 0.0 0.0 0.0 0.0 0.0

Total (0.2) (0.2) (0.1) 0.1 0.1

Note: Results may not foot due to rounding S4

Operating Income Walk to EBIT- Adj

Q1 Q2 Q3 Q4 Q1

($B) 2010 2010 2010 2010 2011

Operating Income 1.2 1.8 1.9 0.3 0.9

Equity Income 0.4 0.4 0.4 0.3 2.1

Non-Controlling Interests (0.1) (0.1) (0.1) (0.1) 0.0

Non-Operating Income/(Expense) 0.3 (0.1) 0.1 0.8 0.5

Earnings Before Interest & Taxes

1.8 2.0 2.3 1.3 3.5

(EBIT)

Less Special Items 0.1 0.0 0.0 0.3 1.5

EBIT- Adj. 1.7 2.0 2.3 1.0 2.0

Note: Q4 & CY 2011 EBIT & EBIT-Adj. includes GM Financial on an Earnings Before Tax (EBT) basis

S5

Reconciliation of Automotive Free Cash Flow

Q1 Q1

($B) 2010 2011

Net cash provided by operating activities 1.9 (0.4)

Less net cash provided by operating activities-GM Financial n/a 0.2

Automotive Net Cash Provided/(Used)

1.9 (0.6)

Operating Activities

Capital expenditures (0.8) (1.3)

Automotive Free Cash Flow 1.0 (1.9)

S6

GM Financial – Key Metrics

($M) Q1 2011 Memo: Q1 2010*

Earnings Before Tax 130 96

Total Originations 1,449 624

GM new vehicles as % of total 38.8% N/A

Finance Receivables 8,750 8,810

Delinquencies (>30 days) 5.3% 7.5%

Annualized net charge-offs as % of 4.0% 7.6%

avg. receivables

* Q1 2010 not included in consolidated GM results, does not reflect purchase accounting and is not directly comparable to Q1 2011.

S7