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) March 14, 2007

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

STATE OF DELAWARE	1-143	38-0572515
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
Incorporation or Organization)	Number)	Identification No.)
300 Renaissance Center, Detroit, Michigan		48265-3000
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (313) 556-5000

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:

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

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

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

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

TABLE OF CONTENTS

News Release Dated March 14, 2007 and Financial Statements

Charts Furnished to Securities Analysts

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

On March 14, 2007, a news release was issued on the subject of fourth quarter 2006 consolidated earnings for General Motors Corporation (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 Annual Report on Form 10-K. The news release and financial statements are incorporated as Exhibit 99.1.

Charts furnished to securities analysts in connection with GM’s fourth quarter 2006 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 March 14, 2007 and Financial Statements	Attached as Exhibit
Exhibit 99.2	Charts Furnished to Securities Analysts	Attached as Exhibit

* * * * * *

SIGNATURES

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 CORPORATION (Registrant)
Date: March 14, 2007	By:	/s/ NICK S. CYPRUS
		(Nick S. Cyprus, Controller and
		Chief Accounting Officer)

EX-99.1

Exhibit 99.1

News General Motors
Corporation GM Communications Detroit, Mich., USA media.gm.com

For Release: 7:00 a.m. EDT
March 14, 2007

GM Reports 2006 Financial Results

Record revenue of $207 billion in 2006
2006 adjusted net income of $2.2 billion – improvement of $5.4 billion
2006 reported net loss of $2.0 billion – improvement of $8.4 billion
Positive fourth quarter net income and operating cash flow
Year-end cash balance of $26.4 billion

DETROIT – General Motors Corp. (NYSE: GM) today posted net income for 2006, excluding special items, of $2.2 billion, or $3.88 per share fully diluted, compared with a net loss of $3.2 billion, or $5.67 per share, in 2005, marking a $5.4 billion improvement. Including special items, GM had a net loss of $2.0 billion, or $3.50 per share for 2006, compared with a net loss of $10.4 billion, or $18.42 per share in the year-ago period. GM earned record revenue of $207 billion in 2006, compared with $195 billion in 2005.

“We needed 2006 to be a big year, and it was,” GM Chairman and CEO Rick Wagoner said. “Our performance last year reflects the significant progress we’ve made toward transforming GM into a more competitive, global business focused on long-term, sustainable success. The improvement is a credit to our employees, union partners, dealers and suppliers worldwide. It’s also validation that our strategy is working, and faster than many people thought possible.

“But nobody at GM is declaring victory, because we all know there is still a lot more work to do to achieve our goals of steady growth, solid profitability and positive cash flow generation. We’re confident that the momentum we generated in 2006 will continue to build through this year and beyond,” Wagoner added.

GM’s net income in the fourth quarter 2006 was $180 million, or $.32 per diluted share, excluding special items. These results compare to a net loss of $936 million, or $1.66 per share in the year ago period. Including the net favorable effect of all special items, GM’s net income was $950 million, or $1.68 per diluted share in the fourth quarter of 2006, compared with a loss of $6.6 billion, or $11.63 per share in the fourth quarter of 2005. GM had revenue of $51.2 billion in the fourth quarter 2006, compared with $51.7 billion in the same period a year ago, with the decline more than accounted for by the exclusion of GMAC revenue starting December 1, 2006, which is explained in greater detail in the “GMAC” section of the press release.

(more)

The reported results for the fourth quarter 2006 include special items totaling $770 million after tax, or $1.36 per diluted share. These are primarily attributable to gains related to GMAC transaction-related items and the sale of the GM desert proving ground property, partially offset by costs related to previously announced GM restructuring items. Additional details on these special items are included in the “Highlights” section of the press release.

GM Automotive Operations

Net income from global automotive operations for 2006 improved by more than $5.7 billion, totaling $422 million on an adjusted basis, excluding special items (reported net loss of $3.2 billion). Adjusted net income for GM’s automotive operations in the fourth quarter 2006 was $228 million (reported net income of $194 million), compared with an adjusted loss of $1.2 billion in the year-ago period.

GM sold 9.1 million vehicles worldwide in 2006. For the second consecutive year, unit sales outside of the U.S. surpassed domestic sales with almost 5 million units, or 55 percent of global volume. GM Europe (GME), GM Asia Pacific (GMAP), and GM Latin America, Africa and the Middle East (GM LAAM) all set regional sales records, with GME exceeding 2 million units, GMAP topping 1.25 million units, and LAAM surpassing 1 million units for the first time.

GM North America (GMNA) posted a $5 billion earnings improvement in 2006, with an adjusted net loss of $779 million (reported net loss of $4.6 billion). In the fourth quarter of 2006, GMNA recorded its fourth consecutive quarter of more than $1 billion improvement in adjusted earnings. GMNA had an adjusted net loss of $14 million in the fourth quarter 2006 (reported net income of $50 million), versus an adjusted loss of $1.4 billion in the same quarter 2005. The calendar year improvement was realized despite a 207,000 unit reduction in GMNA production to balance inventory with deliveries, and reflects continued significant reductions in structural costs related to health care, manufacturing and workforce attrition, as well as positive sales mix and the impact of the company’s product and value focused sales and marketing strategy.

GM reduced structural costs in North America by $6.8 billion in 2006, exceeding its target of $6 billion, and remains on-track to deliver the previously announced $9 billion of annual structural cost savings in 2007(versus 2005 structural cost levels). GM’s progress in globalizing its product development, powertrain and manufacturing operations, combined with aggressive GMNA turnaround actions, are driving these significant structural cost reductions. GM reduced its global automotive structural cost from over 34 percent of revenue in 2005 to 30 percent of revenue in 2006, an impressive first step toward GM’s goal of cutting structural cost to 25 percent of revenue by 2010.

“We made very significant progress in 2006 toward our 25 percent structural cost goal,” Wagoner said. “At the same time, we continue to invest heavily in future products, technology and growth markets. GM plans to increase its global capital spending from $7.5 billion in 2006, to between $8.5 and $9 billion in 2007 and 2008.”

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GM’s commitment to quality and design leadership was reinforced in 2006 with strong consumer and media reception to GM’s newest cars and trucks, including the Chevrolet Tahoe, GMC Yukon, and Cadillac Escalade full-size utilities; GMC Sierra and Chevrolet Silverado full-size pickups; the Saturn Aura midsize sedan; Opel Corsa small car; and the Holden Commodore fullsize sedan. In addition, early public reaction to the Saturn Outlook and GMC Acadia midsize crossovers, introduced late in 2006, has been positive.

GME posted its first full year of profitability since 1999 with adjusted earnings of $227 million for 2006 (reported net loss of $225 million). GME had an adjusted loss of $8 million in the fourth quarter 2006 (reported net loss of $119 million), compared to net income of $5 million in the year-ago quarter. GME revenue in the fourth quarter 2006 was $9 billion, up from $8.1 billion in the same quarter 2005. Contributing to GME’s improved performance during the year was strong revenue growth due to record volume of over 2 million units, and continued structural cost reductions.

“The actions we’ve taken in Europe to reduce structural cost and re-energize our product lineup is making a big impact on the business,” Wagoner noted. “And our multi-brand approach in Europe is really getting traction. The Opel/Vauxhall brands are strengthening, led by products like the all-new Corsa and segment-leading Meriva and Zafira. And, the Chevrolet brand again achieved record sales, while Saab and Cadillac also demonstrated strong growth. And we’re especially pleased with our progress in Russia, where GM sales grew 73 percent in 2006.”

GMAP delivered adjusted earnings of $441 million in 2006 (reported net income of $1.2 billion), compared with $557 million in 2005, with the decline totally attributable to the loss of Suzuki equity income in 2006, as a result of the divestiture of most of GM’s holdings in Suzuki Motor Corp. For the fourth quarter of 2006, GMAP’s adjusted earnings were $122 million (reported net income of $135 million), consistent with the same quarter 2005 earnings of $124 million. Record 2006 sales of GM Daewoo products contributed to GM’s continued strong performance in the region, headlined by sales gains of 32 percent in China and 19 percent in Korea.

“The AP region remains the core of GM’s global growth strategy. In 2006, GM advanced its leading position in China, again improving its market share to almost 12 percent. We also announced plans to add a new assembly plant in India to take advantage of opportunities in that important market, and we continue to grow in Korea,” Wagoner said.

GM’s LAAM region delivered its best financial performance in 10 years with adjusted earnings of $533 million in 2006 (reported net income of $490 million), an improvement of $381 million over 2005. GMLAAM also recorded adjusted and reported fourth quarter earnings of $128 million, up from adjusted earnings of $63 million in the same quarter of 2005. These improvements were driven by record revenue and volume for the region, and significant gains at GM do Brasil.

“By cost-effectively leveraging GM’s products and resources from around the world, GM LAAM has been able to take advantage of growth opportunities throughout the region, achieving milestone sales of over 1 million units and impressive revenue and profit results,” Wagoner said.

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GMAC

On a standalone basis, GMAC Financial Services reported 2006 net income of $2.1 billion, compared with net income of $2.3 billion in 2005. GMAC’s operating earnings for 2006, excluding two significant items, amounted to $2.0 billion, compared to $2.7 billion of operating earnings in 2005.

For the fourth quarter of 2006, GMAC had net income of $1.0 billion, up from $112 million in the fourth quarter of 2005. The 2006 fourth quarter results include a $791 million after-tax benefit related to deferred tax liabilities that GMAC transferred to GM when GMAC converted to a Limited Liability Company (LLC). Conversely, fourth quarter 2005 results included the impact of goodwill impairment charges of $439 million after-tax. Excluding the LLC benefit, GMAC operating earnings for the fourth quarter 2006 were $225 million, compared to $551 million in the year-ago period.

On November 30, 2006, GM closed the previously-announced transaction to sell 51 percent controlling interest in GMAC to an investor consortium led by Cerberus Capital. As a result of the closing of the GMAC transaction, GMAC results through November were fully consolidated in GM’s reporting, and December results were reflected on an equity income basis for GM’s remaining 49 percent interest.

After adjusting GMAC results for equity income in December, dividends to GM on preferred stock and various transaction-related items, GM reported an adjusted net loss of $284 million associated with GMAC for the fourth quarter 2006, and net income of $1.5 billion for the calendar year. Going forward, GM will record GMAC results on an equity income basis.

Based on GMAC’s results, GM will refund approximately $1 billion to GMAC, in the form of a capital contribution, to restore its adjusted tangible equity balance as of November 30, 2006 to the $14.4 billion level that was agreed upon in conjunction with the 51 percent sale of GMAC. The amount of the refund reflects reduced tangible book value at November 30, 2006, principally caused by a deterioration in GMAC’s Residential Capital, LLC (ResCap) earnings, changes in GMAC deferred tax balances and the restatement of prior financial results.

For additional details on GMAC 2006 fourth quarter and calendar-year financial results, see the company’s earnings release dated March 13, 2007 on the company web site at www.gmacfs.com.

Cash and Liquidity

GM achieved positive adjusted operating cash flow for the fourth quarter 2006 of approximately $300 million, an improvement of $1.4 billion compared to the fourth quarter 2005.

Cash, marketable securities, and readily-available assets of the Voluntary Employees’ Beneficiary Association (VEBA) Trust totaled $26.4 billion at December 31, 2006, up from $20.4 billion on September 30, 2006. In addition to the impact of favorable operating cash flow in fourth quarter, this reflects the impact of distributions received from the closing of the sale of the 51 percent interest in GMAC.

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Financial Restatements

GM previously disclosed that it had understated its stockholders’ equity as of December 31, 2001 and subsequent periods by approximately $500 million related to deferred tax liabilities and taxation of foreign currency translation. GM today confirmed a final adjustment to stockholders’ equity as of January 1, 2002 of $245 million.

GM also previously disclosed it would be restating its financial statements for 2002 through the third quarter of 2006 largely due to hedge accounting. The following chart provides a summary of the impact of the restatements on reported net income for the 2002-2006 periods.

($Ms) GM Reported Net Income (after-tax GAAP)

	Q1-Q3 2006			2005			2004			2003			2002
Previously reported		(3,025	)		(10,567	)		2,804			3,859			1,574
Adjustments		97			150			(103	)		(334	)		161
Restated results		(2,928	)		(10,417	)		2,701			3,525			1,735

These results had no impact on cash flow for any of the restated periods. Details on all of the restatements for the periods 2002 through the third quarter 2006 can be found in the “Highlights” section of this press release.

GM plans to file its annual report on Form 10-K with the Securities and Exchange Commission on March 15, 2007. Once filed, it will be available in the “SEC Filings” section of GM’s investor website at www.gm.com/company/investor_information/sec/.

General Motors Corp. (NYSE: GM), the world’s largest automaker, has been the global industry sales leader for 76 years. Founded in 1908, GM today employs about 280,000 people around the world. With global headquarters in Detroit, GM manufactures its cars and trucks in 33 countries. In 2006, nearly 9.1 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall. GM’s OnStar subsidiary is the industry leader in vehicle safety, security and information services. More information on GM can be found at www.gm.com.

# # #

Contacts:

Reneé Rashid-Merem
Phone: 313-665-3128
Email: renee.rashid-merem@gm.com

Randy Arickx
Phone: 313-667-0006
Email: randy.c.arickx@gm.com

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Forward-looking Statements
In this press release and in related comments by General Motors’ management, we will use words like “expect,” “anticipate,” “estimate,” “forecast,” “initiative,” “objective,” “plan,” “goal,” “project,” “outlook,” “priorities,” “target,” “intend,” “evaluate,” “pursue,” “seek,” “may,” “would,” “could,” “should,” “believe,” “potential,” “continue,” “designed,” or “impact” to identify forward-looking statements that represent our current judgments about possible future events. We believe these judgments are reasonable, but GM’s actual results may differ materially due to a variety of important factors. Among other items, such factors include: the ability of GM to realize production efficiencies, to achieve reductions in costs as a result of the turnaround restructuring and health care cost reductions and to implement capital expenditures at levels and times planned by management; the pace of product introductions; market acceptance of the Corporation’s new products; significant changes in the competitive environment and the effect of competition in the Corporation’s markets, including on the Corporation’s pricing policies; our ability to maintain adequate liquidity and financing sources and an appropriate level of debt; changes in the existing, or the adoption of new, laws, regulations, policies or other activities of governments, agencies and similar organizations where such actions may affect the production, licensing, distribution or sale of our products, the cost thereof or applicable tax rates; costs and risks associated with litigation; the final results of investigations and inquiries by the SEC and other governmental agencies; changes in our accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, including the range of estimates for the Delphi pension benefit guarantees, which could result in an impact on earnings; changes in relations with unions and employees/retirees and the legal interpretations of the agreements with those unions with regard to employees/retirees and the successful completion of a collective bargaining agreement; negotiations and bankruptcy court actions with respect to Delphi’s obligations to GM, negotiations with respect to GM’s obligations under the pension benefit guarantees to Delphi employees, and GM’s ability to recover any indemnity claims against Delphi; labor strikes or work stoppages at GM or its key suppliers such as Delphi or financial difficulties at GM’s key suppliers such as Delphi; additional credit rating downgrades and the effects thereof; factors affecting GMAC’s results of operations and financial condition such as credit ratings, interest rates, the housing market(including the downturn in residential mortgages, particularly in the nonprime sector), adequate access to the capital, changes in the residual value of off-lease vehicles, changes in U.S. government-sponsored mortgage programs or disruptions in the markets in which our mortgage subsidiaries operate, and changes in GMAC’s contractual servicing rights; shortages of and price increases for fuel; changes in economic conditions, commodity prices, such as steel and other raw materials, currency exchange rates or political stability in the markets in which we operate; the effects of transactions or alliances entered into by one or more of our competitors; currency exchange rates or political instability in the markets in which we operate; and general economic conditions, in particular stability of consumer confidence. The most recent annual reports on Form 10-K and quarterly reports on Form 10-Q filed by GM and GMAC provide information about these factors, which may be revised or supplemented in future reports to the SEC on those forms.

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General Motors Corporation

Use of Non-GAAP Financial Measures

     This press release and the accompanying tables include the following non-GAAP financial measures: (a) adjusted net income, (b) managerial cash flow, and (c) GM North America vehicle revenue per unit. Each of these financial measures excludes the impact of certain items and therefore has not been calculated in accordance with U.S. generally accepted accounting principles, or GAAP.

Adjusted Net Income

     Adjusted net income excludes a charge for the special attrition program agreement, restructuring and impairments charges, gains and losses on the sale of businesses and business interests, and charges associated with the Delphi bankruptcy. Each of the adjustments is described in more detail below. This press release also contains a reconciliation of each of these non-GAAP measures to its most comparable GAAP financial measure.

     Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our operating results because they exclude amounts that GM management does not consider part of operating results when assessing the performance of the organization and measuring the results of GM’s performance. In addition, GM has historically reported similar non-GAAP financial measures. GM believes that inclusion of these non-GAAP financial measures provides consistency and comparability with past earnings releases. GM management uses these non-GAAP financial measures to evaluate GM’s performance and believes these measures allow GM management to readily view operating trends, perform analytical comparisons, benchmark performance among geographic regions and assess whether the GM North American structural cost turnaround plan is on target. Also, GM management uses adjusted net income for forecasting purposes, and in determining its future capital investment allocations. Also, adjusted net income is a key variable in determining management incentive compensation. Accordingly, GM believes these non-GAAP financial measures are useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making.

     While GM believes that these non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be completely comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation between companies. Items such as special attrition program agreement and restructuring charges that are excluded from GM’s non-GAAP financial measures can have a material impact on net earnings. As a result, these non-GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, net earnings, cash flow from operations or other measures of performance prepared in accordance with GAAP. GM compensates for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by reviewing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measure. Investors are encouraged to review the reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures that are included elsewhere in this press release.

8

General Motors Corporation
Use of Non-GAAP Financial Measures (Continued)

     The following is a discussion of the adjustments to the comparable GAAP financial measure that produces our non-GAAP financial measures:

• Special attrition program charges. Our non-GAAP financial measures exclude the estimated charge associated with the special attrition program agreement among the UAW, GM and Delphi. Management believes it is useful in evaluating the performance of GM and its management teams and business units during a particular time period to exclude charges associated with the special attrition program, because the charge occurs irregularly and is generally associated with one-time structural changes to GM’s North America business. Accordingly, management does not consider these costs as part of its core earnings for purposes of evaluating the performance of the business, and excludes such costs when evaluating the performance of the Corporation, its business units and its management teams and when making decisions to allocate resources among GM’s business units.

• Restructuring and impairment charges. Our non-GAAP financial measures exclude exit costs and related charges, primarily consisting of severance costs and lease abandonment costs, and any subsequent changes in estimates related to exit activities as they relate to GM’s significant restructurings, which involved significant layoffs. Management believes the exclusion of restructuring and impairment charges from adjusted net income is useful because management does not consider these costs part of GM’s core earnings in evaluating GM’s operational managers and the exclusion permits investors to evaluate the performance of our management the same way management does. Additionally, management excludes restructuring and impairment charges in its determinations regarding the allocation of resources, such as capital investment, among the Corporation’s business units and as part of its forecasting and budgeting.

• Gains and losses on the sale of business units and business interests. The gains or losses on the sale of business units and business interests are excluded from adjusted net income. While GM is involved in sales of its business units and business interests from time to time and the Corporation may have significant gains or losses from such sales in the future, such events have historically occurred sporadically. Management excludes the charges associated with these events when it evaluates the Corporation’s operations and for internal reporting, forecasting purposes and allocation of additional resources.

• Charges associated with the Delphi bankruptcy. Our non-GAAP financial measures exclude charges associated with the Delphi bankruptcy, the estimated contingent liability reserve established by management. Management believes it is useful in evaluating the performance of GM and its management teams and business units during a particular time period to exclude charges associated with the Delphi bankruptcy, because this charge is not in the ordinary course of GM’s business. Accordingly, management does not consider these costs part of its core earnings for purposes of evaluating the performance of GM’s business and excludes such costs when evaluating the performance of GM, its business units and its management teams and when making decisions to allocate resources among GM’s business units.

• Tax-related items. The income tax expense that arose as a result of the conversion of GMAC to a limited liability company (LLC) in connection with the sale of a controlling interest in GMAC and is

9

General Motors Corporation
Use of Non-GAAP Financial Measures (Concluded)

offset by the reversal of State/Local tax contingencies and income related to the portfolio of automotive leases transferred to GM as part of the GMAC transaction, is excluded from adjusted net income. GM is involved in sales of its business units and business interests from time to time, which may result in unusual tax events. Management excludes the charges and gains associated with these unusual events when it evaluates the Corporation’s operations and for internal reporting, forecasting purposes and allocation of additional resources.

Managerial Cash Flow

     GM also reports non-GAAP managerial automotive operating cash flow in its earnings releases and charts for securities analysts. Management believes that providing managerial automotive operating cash flow furnishes it and investors with useful information by representing the cash flow generated or consumed by its automotive operations, including cash consumed by automotive capital expenditures and equity investments in companies related to our core business and cash generated by sales of automotive operating assets and equity investments in companies related to GM’s core business, before funding non-operating-related obligations including debt maturities, dividends and other non-operating items. Management uses this non-GAAP financial measure to assess its automotive cash flow when evaluating the performance of GM, its business units and its management teams and when making decisions to allocate resources among GM’s business units.

GM North America Vehicle Revenue per Unit

     GM’s earnings releases and charts for securities analysts also include the use of non-GAAP measures of revenue per vehicle. Management uses revenue per vehicle to track operating efficiency and to facilitate comparisons between periods and between manufacturers, and believes that it would provide valuable information to investors who are interested in identifying trends and comparing different companies. Revenue per vehicle includes certain vehicles sales to other GM regions that are excluded from GAAP reporting, and excludes non-vehicle sales such as service parts and operations and OnStar service, and other income that GM does not derive from the sale of vehicles, such as interest on the GM credit card. Management also includes sales to daily car rental companies in revenue per vehicle, although they are not treated as sales under GAAP reporting because of GM’s repurchase obligations.

Structural Cost Reduction Target

     GM structural cost reduction target in North America excludes the cost of the three $1 billion contributions to an independent VEBA Trust in 2006, 2007, and 2011, in connection with the UAW health care settlement agreement. Management uses this measure to track the structural cost reduction target on a running rate basis since a significant portion of the benefit of the health-care settlement agreement related to hourly employees is anticipated to extend well beyond the periods in which the expense related to the contributions will be incurred. Management believes that this measure is useful to investors as it allows them to evaluate the ongoing effects of GM’s structural cost reduction initiatives.

10

General Motors Corporation
Explanatory Note

     On November 30, 2006, GM completed the sale of a 51% controlling interest in GMAC, LLC. For the eleven months ended November 30, 2006, GMAC’s earnings and cash flows are fully consolidated in GM’s Consolidated Statements of Operations and Statements of Cash Flows. After November 30, 2006, GM’s remaining 49% interest in GMAC’s common membership interests is reflected as an equity method investment. Also, GM’s interest in GMAC’s preferred membership interest of 1,555,000 units which was purchased for $1.4 billion at the time of the closing is reflected as a cost method investment.

     GM has restated its financial statements and financial information for 2002 through the third quarter of 2006. These restatements primarily relate to the following: (1) accounting for derivative contracts in accordance with Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended; (2) accounting for deferred income taxes in accordance with SFAS No. 109, Accounting for Income Taxes; and (3) other various accounting adjustments.

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General Motors Corporation
Prior Period Restatements – After Tax
(Dollars in millions except per share amounts)
(unaudited)

	Three Months Ended						Three Months Ended
	Sept. 30, 2006						June 30, 2006
	As Prev.						As Prev.
	Reported			Restated			Reported			Restated
REPORTED
Net Loss	$	(91	)	$	(147	)	$	(3,379	)	$	(3,383	)
EPS-Basic	$	(0.16	)	$	(0.26	)	$	(5.97	)	$	(5.98	)
ADJUSTMENTS
Delphi (A)		325			325			—			—
GMAC Commercial Finance Goodwill Impairment (B)		695			695			—			—
GMAC Transaction Related (C)		(322	)		(322	)		690			690
Special Attrition Program (D)		(64	)		(64	)		4,214			4,214
Restructuring (E)		46			46			(357	)		(357	)
Product Impairments (F)		112			112			197			197
Tax related items (G)		(148	)		(148	)		—			—
Sale of Investments (H)		—			—			(212	)		(212	)
Subtotal		644			644			4,532			4,532
ADJUSTED
Adjusted Income / (Loss)	$	553		$	497		$	1,153		$	1,149
Adjusted EPS-Basic	$	0.98		$	0.88		$	2.04		$	2.03

See pages 20 — 22 for footnotes.

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General Motors Corporation
Prior Period Restatements – After Tax
(Dollars in millions except per share amounts)
(unaudited)

	Three Months Ended						Nine Months Ended
	March 31, 2006						Sept. 30, 2006
	As Prev.						As Prev.
	Reported			Restated			Reported			Restated
REPORTED
Net Income / (Loss)	$	445		$	602		$	(3,025	)	$	(2,928	)
EPS-Basic	$	0.79		$	1.06		$	(5.34	)	$	(5.18	)
ADJUSTMENTS
Delphi (A)		—			—			325			325
GMAC Commercial Finance Goodwill Impairment (B)		—			—			695			695
GMAC Transaction Related (C)		—			—			368			368
Special Attrition Program (D)		52			52			4,202			4,202
Restructuring (E)		59			91			(252	)		(220	)
Product Impairments (F)		—			—			309			309
Tax related items (G)		—			—			(148	)		(148	)
Sale of Investments (H)		(372	)		(372	)		(584	)		(584	)
Subtotal		(261	)		(229	)		4,915			4,947
ADJUSTED
Adjusted Income / (Loss)	$	184		$	373		$	1,890		$	2,019
Adjusted EPS-Basic	$	0.33		$	0.66		$	3.33		$	3.56

See pages 20 — 22 for footnotes.

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General Motors Corporation
Prior Period Restatements – After Tax
(Dollars in millions except per share amounts)
(unaudited)

	Three Months Ended						Three Months Ended
	Dec. 31, 2005						Sept. 30, 2005
	As Prev.						As Prev.
	Reported			Restated			Reported			Restated
REPORTED
Net Loss	$	(6,663	)	$	(6,577	)	$	(1,664	)	$	(1,673	)
EPS-Basic	$	(11.78	)	$	(11.63	)	$	(2.94	)	$	(2.96	)
ADJUSTMENTS
North America restructuring Charge (A)		1,651			1,651			—			—
Delphi (B)		3,575			3,575			—			—
U.S. salaried attrition program (C)		—			—			—			—
Plant & facility impairments (D)		—			—			805			805
Adjustments to investment in Fuji Heavy Industries (E)		(51	)		(51	)		—			—
Restructuring charges:
GME, GMAP, and Other (F)		97			97			56			56
Cumulative effect of accounting change (G)		109			109			—			—
Change in Polish tax law (H)		(49	)		(49	)		—			—
Tax items (I)		(129	)		(129	)		(311	)		(311	)
Goodwill Impairment (J)		438			438			—			—
Subtotal		5,641			5,641			550			550
ADJUSTED
Adjusted Income / (Loss)	$	(1,022	)	$	(936	)	$	(1,114	)	$	(1,123	)
Adjusted EPS-Basic	$	(1.81	)	$	(1.66	)	$	(1.97	)	$	(1.99	)

See pages 23 – 25 for footnotes.

14

General Motors Corporation
Prior Period Restatements – After Tax
(Dollars in millions except per share amounts)
(unaudited)

	Three Months Ended						Three Months Ended
	June 30, 2005						March 31, 2005
	As Prev.						As Prev.
	Reported			Restated			Reported			Restated
REPORTED
Net Loss	$	(987	)	$	(917	)	$	(1,253	)	$	(1,250	)
EPS-Basic	$	(1.75	)	$	(1.62	)	$	(2.22	)	$	(2.21	)
ADJUSTMENTS
North America restructuring Charge (A)		—			—			—			—
Delphi (B)		—			—			—			—
U.S. salaried attrition program (C)		—			—			148			148
Plant & facility impairments (D)		—			—			84			84
Adjustments to investment in Fuji Heavy Industries (E)		788			788			—			—
Restructuring charges:
GME, GMAP, and Other (F)		126			126			422			422
Cumulative effect of accounting change (G)		—			—			—			—
Change in Polish tax law (H)		—			—			—			—
Tax items (I)		(158	)		(158	)		(389	)		(389	)
Goodwill Impairment (J)		—			—			—			—
Subtotal		756			756			265			265
ADJUSTED
Adjusted Income / (Loss)	$	(231	)	$	(161	)	$	(988	)	$	(985	)
Adjusted EPS-Basic	$	(0.41	)	$	(0.28	)	$	(1.75	)	$	(1.74	)

See pages 23 — 25 for footnotes.

15

General Motors Corporation
Prior Period Restatements – After Tax
(Dollars in millions except per share amounts)
(unaudited)

	Twelve Months Ended
	December 31, 2005
	As Prev.
	Reported			Restated
REPORTED
Net Loss	$	(10,567	)	$	(10,417	)
EPS-Basic	$	(18.69	)	$	(18.42	)
ADJUSTMENTS
North America restructuring Charge (A)		1,651			1,651
Delphi (B)		3,575			3,575
U.S. salaried attrition program (C)		148			148
Plant & facility impairments (D)		889			889
Adjustments to investment in Fuji Heavy Industries (E)		737			737
Restructuring charges:
GME, GMAP, and Other (F)		701			701
Cumulative effect of accounting change (G)		109			109
Change in Polish tax law (H)		(49	)		(49	)
Tax items (I)		(987	)		(987	)
Goodwill Impairment (J)		438			438
Subtotal		7,212			7,212
ADJUSTED
Adjusted Income / (Loss)	$	(3,355	)	$	(3,205	)
Adjusted EPS-Basic	$	(5.93	)	$	(5.67	)

See pages 23 — 25 for footnotes.

16

General Motors Corporation
Prior Period Restatements – After Tax
(Dollars in millions except per share amounts)
(unaudited)

	Twelve Months Ended
	December 31, 2004
	As Prev.
	Reported			Restated
REPORTED
Net Income	$	2,804		$	2,701
EPS-Basic	$	4.97		$	4.78
ADJUSTMENTS
Gain on Sale of XM Stock (A)		(118	)		(118	)
Plant & Facility Impairments (B)		133			133
Asset Impairments (C)		297			297
Write-down of Fiat Investment (D)		136			136
Tax Items (E)		(540	)		(540	)
Fiat Charge (F)		886			886
Continuously Variable (G)
Transmission		31			31
Subtotal		825			825
ADJUSTED
Adjusted Income / (Loss)	$	3,629		$	3,526
Adjusted EPS-Basic	$	6.43		$	6.24

(A)	In December 2004, GM contributed 11 million shares of XM Satellite Radio Holdings Inc. Class A common stock valued at $432 million to its Voluntary Employees’ Beneficiary Association (VEBA). The contribution resulted in a pre-tax gain of $190 million ($118 million after tax).
(B)	Includes charges for previously announced facilities rationalization actions at GM’s Baltimore, MD and Linden, NJ plants.
(C)	Reflects the results of GM’s annual review of the carrying value of its long-lived assets held and used, other than goodwill and intangible assets with indefinite lives. Impairments relate to product-specific assets and facilities
(D)	Relates to GM’s investment in Fiat Auto Holdings, B.V. and reflects completion of an impairment study relating to the carrying value of that investment, which resulted in the write-off of the remaining balance of $220 million pre-tax ($136 million after tax).
(E)	Reflects various adjustments resulting from changes in tax laws both in the U.S. and overseas and capital loss carryforwards.
(F)	On February 13, 2005, GM and Fiat reached a settlement agreement related to various issues that resulted in an after-tax charge to earnings of $886 million. Since the underlying events and disputes giving rise to GM’s and Fiat’s agreement existed at December 31, 2004, GM recognized this charge in the fourth quarter of 2004.
(G)	Relates to GM’s cancellation of its Continuous Variable Transmission product in Europe. Charges are for related asset impairments and contract cancellation costs.

17

General Motors Corporation
Prior Period Restatements – After Tax
(Dollars in millions except per share amounts)
(unaudited)

	Twelve Months Ended
	December 31, 2003
	As Prev.
	Reported			Restated
REPORTED
Net Income	$	3,859		$	3,525
EPS-Basic	$	7.31		$	6.71
ADJUSTMENTS
Hourly Retiree Lump Sum/ Vouchers (A)		725			725
Reserve for Idled Workers (B)		(103	)		(103	)
GME Restructuring Charge (C)		218			218
Gain on Sale of GM Defense (D)		(505	)		(505	)
Gain on sale of Hughes (E)		(1,179	)		(1,179	)
Subtotal		(844	)		(844	)
ADJUSTED
Adjusted Income / (Loss)	$	3,015		$	2,681
Adjusted EPS-Basic	$	5.77		$	5.17

(A)	The October 2003 contract with the United Auto Workers provided for lump-sum payments and vehicle discount vouchers for retirees, accounted for in GMNA and Other.
(B)	The Reserve for Idled Workers primarily relates to adjustments to previously established reserves for the Janesville, Wisconsin plant, accounted for in GMNA.
(C)	The GME Restructuring Charge relates to the initiative implemented in the fourth quarter of 2003 to improve competitiveness of GM’s automotive operations in Europe.
(D)	The Gain on Sale of GM Defense relates to the sale of GM’s light armored vehicle business to General Dynamics Corporation for net proceeds of approximately $1.1 billion.
(E)	The Gain on Sale of Hughes relates to the split-off of Hughes from GM and the simultaneous sale of GM’s 19.8% economic interest in Hughes to the News Corporation, Ltd. for a total of approximately $3.1 billion in cash.

18

General Motors Corporation
Prior Period Restatements – After Tax
(Dollars in millions except per share amounts)
(unaudited)

	Twelve Months Ended
	December 31, 2002
	As Prev.
	Reported			Restated
REPORTED
Net loss	$	1,574		$	1,735
EPS-Basic	$	3.08		$	3.36
ADJUSTMENTS
Hughes EchoStar Termination Payment (A)		(372	)		(372	)
Hughes Write-down of Crown Media Investment (B)		27			27
Hughes Write-down of XM Radio Investment (C)		63			63
Hughes Costs Related to Shut-down of DIRECTV DSL™ Service (D)		97			97
Hughes Loss on HTIL Transaction (E)		15			15
Write-down of Fiat Auto Investment (F)		1,371			1,371
GMNA Production Footprint (G)		116			116
Hughes Sale of Equity Interests (H)		(68	)		(68	)
GME End of Life Vehicle Charge (I)		55			55
GME Restructuring Charge (J)		407			407
Hughes Space Shuttle Settlement (K)		(59	)		(59	)
Hughes GECC Contractual Dispute (L)		51			51
Hughes Loan Guarantee Charge (M)		18			18
Subtotal		1,721			1,721
ADJUSTED
Adjusted Income / (Loss)	$	3,295		$	3,456
Adjusted EPS-Basic	$	5.88		$	6.17

(A)	The Hughes EchoStar Termination Payment reflects the $600 million EchoStar paid to Hughes in connection with the termination of the October 28, 2001 merger agreement between Hughes and EchoStar.
(B)	The Hughes Write-down of Crown Media Investment relates to the recognition of an other than temporary decline in the market value of Hughes’ investment in Crown Media.
(C)	The Hughes Write-down of XM Radio Investment relates to the recognition of an other than temporary decline in the market value of Hughes’ investment in XM Radio.

19

General Motors Corporation
Prior Period Restatements – After Tax
(Dollars in millions except per share amounts)
(unaudited)

(D)	The Hughes Costs Related to Shut-down of DIRECTV DSLÔ Service relates to the costs to close the business including contract termination payments, write-offs of equipment, and severance payments.
(E)	The Hughes Loss on HTIL Transaction relates to the exchange of Hughes’ ownership in Hughes Tele.com (India) Limited for an equity interest in and long term receivables from Tata Teleservices Limited.
(F)	The Write-down of Fiat Auto Investment relates to GM’s investment in Fiat Auto Holdings, B.V. (“Fiat Auto”) and reflects completion of an impairment study relating to the carrying value of that investment, which was reduced from $2.4 billion to $220 million.
(G)	The GMNA Production Footprint charge primarily relates to costs associated with the transfer of commercial truck production from Janesville, Wisconsin, to Flint, Michigan.
(H)	The Hughes Sale of Equity Interests relates primarily to the investment in the multimedia company Thomson.
(I)	The GME End of Life Vehicle Charge relates to the European Union’s directive requiring member states to enact legislation regarding end-of-life vehicles to be the responsibility of manufacturers for dismantling and recycling vehicles they have sold.
(J)	The GME Restructuring Charge relates to the initiative implemented in the first quarter of 2002 to improve the competitiveness of GM’s automotive operations in Europe.
(K)	The Hughes Space Shuttle Settlement relates to the favorable resolution of a lawsuit that was filed against the U.S. government on March 22, 1991, based upon the National Aeronautics and Space Administration’s (NASA) breach of contract to launch ten satellites on the Space Shuttle.
(L)	The Hughes GECC Contractual Dispute relates to an expected loss associated with a contractual dispute with General Electric Capital Corporation.
(M)	The Hughes Loan Guarantee Charge relates to a loan guarantee for a Hughes Network Systems’ affiliate in India.

20

General Motors Corporation
List of Special Items – After Tax
(Dollars in millions except per share amounts)
(unaudited)

	Three Months Ended						Year to Date
	Dec. 31, 2006						Dec. 31, 2006
	Net			$1-2/3			Net			$1-2/3
	Income			EPS			Income			EPS
REPORTED
Net Income / (Loss)	$	950		$	1.68		$	(1,978	)	$	(3.50	)
ADJUSTMENTS
Delphi (A)		—			—			325			0.57
GMAC Commercial Finance Goodwill Impairment (B)		—			—			695			1.23
GMAC Transaction Related (C)		(712	)		(1.26	)		(344	)		(0.60	)
Special Attrition Program (D)		(51	)		(0.09	)		4,151			7.33
Restructuring (E)		180			0.32			(40	)		(0.07	)
Product Impairments (F)		—			—			309			0.55
Tax related items (G)		(66	)		(0.12	)		(214	)		(0.38	)
Sale of Investments (H)		—			—			(584	)		(1.03	)
Gain on Sale (I)		(175	)		(0.31	)		(175	)		(0.31	)
Component Plant Settlement (J)		146			0.26			146			0.26
Delphi – Medicare Part D (K)		(92	)		(0.16	)		(92	)		(0.16	)
Subtotal		(770	)		(1.36	)		4,177			7.39
ADJUSTED
Adjusted Income — Basic EPS	$	180		$	0.32		$	2,199		$	3.89
Adjusted EPS — Fully Diluted				$	0.32					$	3.88

(A)	During the third quarter of 2006, GM increased its contingent liability by $325 million after-tax ($500 million pre-tax), based on current available data and ongoing discussions with Delphi and other stakeholders. GM recorded a charge of $3.6 billion after-tax ($5.5 billion pre-tax) in the fourth quarter of December 2005. GM’s current estimate of the range of reasonably possible outcomes are between $6 billion and $7.5 billion. GM believes the more likely amount of the liability is at the lower end of this range. GM may incur a payment in 2007 not expected to exceed $400 million pre-tax and additional ongoing expenses on a limited duration estimated to be less than $100 million (pre-tax) annually.
(B)	During the third quarter GMAC’s commercial finance business recognized a goodwill impairment charge of $695 million after-tax ($839 million pre-tax). The charge was the result of a decision made by new management to eliminate certain low margin product lines in its commercial finance business.
(C)	In the second quarter of 2006, GM recognized impairment losses on GMAC to reflect the net assets held for sale as required by SFAS 144. In the third quarter, GM recognized a reversal of losses previously recognized due to the fact that an impairment charge was recorded by GMAC’s commercial finance business.

21

General Motors Corporation
List of Special Items – After Tax
(Dollars in millions except per share amounts)
(unaudited)

	At the end of November, GM closed its sale of GMAC to a consortium of investors. GM recognized gains on curtailments of its pension and post retirement benefit liabilities. These gains were offset by the loss on sale of GMAC including various tax items related to the sale. In addition, as part of its investment and capital strategy, GMAC Insurance Operations completed a securities portfolio review and decided to reduce the elevated investment leverage and free up capital for growth strategies and dividends. This was achieved by reducing the investment in equities from nearly 35% of total invested assets to approximately 10% and resulted in a pre tax gain of approximately $873 million or $567 million after tax. The proceeds from the sales have been either invested in fixed income securities or will be used to remit dividends in 2007.
(D)	During the fourth quarter, GM recorded a favorable adjustment primarily due to closed plants and the related JOBS bank in GMNA.
	The second quarter charge relates to the results of the GM-UAW-Delphi Special Attrition Program, primarily for payments to employees (approximately $1.4 billion) and for the curtailment charges associated with GM’s U.S. hourly pension plan as a result of the attrition program (approximately $2.8 billion).
(E)	Relates to various restructuring initiatives and other matters, as follows:

• For the fourth quarter of 2006:

• Restructuring charges of $53 million at GMAP related to reduced volume and employee separation at Holden.

• Additional charges of $111 million were recognized at GME primarily related to separations.

• Year-to-date totals include the following:

• Favorable revision of the accrual taken in the fourth quarter of 2005 for the North American plant capacity actions (approximately $600 million).

• Charges totaling $309 million were recognized at GME, related to the announced closure in December 2006 of the GM assembly plant in Azambuja, Portugal, which includes amounts for the writedown to fair market value of plant assets, employee separation costs, and contract cancellation charges. Additional costs were incurred related to the elimination of a shift at the Ellesmere Port plant in the U.K.

• Other restructuring charges of $43 million at GMLAAM.

• Estimated charges of $76 million related to separations of salaried employees at GMNA.

(F) GMNA has recorded impairment charges of $309 million after-tax related to product specific assets and write down of plant assets in connection with the planned stoppage of production at the Doraville, Georgia assembly plant.

(G) Primarily reflects the reversal of a deferred tax asset valuation allowance at GM Daewoo and residual taxes at Suzuki.

(H) Year-to-date results include an after-tax gain of $212 million from the sale of GM’s entire investment in Isuzu Motors, Ltd. Additionally, year-to-date results include an after-tax gain of $372 million from the sale of 92.36 million shares of GM’s investment in Suzuki Motor Corp. (Suzuki) for approximately $2 billion in cash, reducing GM’s equity stake in Suzuki from 20.4% to approximately 3.7% (16.3 million shares). The gains were recognized at GMAP.

22

General Motors Corporation
List of Special Items – After Tax
(Dollars in millions except per share amounts)
(unaudited)

(I) During the fourth quarter, GM sold its desert proving grounds in Mesa, Arizona.

(J) During the fourth quarter, GM announced its plan to cease production at two former component plants that are included in GM’s consolidated financial results. GM recorded a charge of $146 million after tax related to the idling and separation costs of the workforce.

(K) During the fourth quarter, GM was able to recognize tax benefit associated with Medicare Part D subsidies related to certain Delphi flow-back employees and retirees.

23

General Motors Corporation
List of Special Items – After Tax
(Dollars in millions except per share amounts)
(unaudited)

	Three Months Ended						Year to Date
	Dec. 31, 2005						Dec. 31, 2005
				$1-2/3						$1-2/3
	Restated			EPS			Restated			EPS
REPORTED
Net loss	$	(6,577	)	$	(11.63	)	$	(10,417	)	$	(18.42	)
ADJUSTMENTS
North America restructuring charge (A)		1,651			2.92			1,651			2.92
Delphi (B)		3,575			6.32			3,575			6.32
U.S. salaried attrition program (C)		—			—			148			0.26
Plant & facility impairments (D)		—			—			889			1.57
Adjustments to investment in Fuji Heavy Industries (E)		(51	)		(0.09	)		737			1.30
Restructuring charges:
GME, GMAP, and Other (F)		97			0.17			701			1.25
Cumulative effect of accounting change (G)		109			0.19			109			0.19
Change in Polish tax law (H)		(49	)		(0.09	)		(49	)		(0.09	)
Tax items (I)		(129	)		(0.22	)		(987	)		(1.74	)
Goodwill Impairment (J)		438			0.77			438			0.77
Subtotal		5,641			9.97			7,212			12.75
ADJUSTED
Adjusted (loss) – Basic EPS	$	(936	)	$	(1.66	)	$	(3,205	)	$	(5.67	)

(A)	In connection with the North American manufacturing capacity actions announced in November, GM recorded an after-tax charge of $1.7 billion in the fourth quarter of 2005. This charge includes $1.2 billion associated employees and $455 million for the non-cash write-down of property, plants and equipment.
(B)	In the fourth quarter of 2005, GM recorded a contingent liability due to Delphi’s Chapter 11 filing. At that time, GM believed that the range of the contingent exposures was between $5.5 billion and $12 billion, with amounts near the low end of the range considered more possible than amounts near the high end of the range. During

24

General Motors Corporation
List of Special Items – After Tax
(Dollars in millions except per share amounts)
(unaudited)

	the third quarter of 2006, GM increased its contingent liability by $325 million after-tax ($500 million pre-tax), based on current available data and ongoing discussions with Delphi and other stakeholders. GM’s current estimate of the range of reasonably possible outcomes are between $6 billion and $7.5 billion. GM believes the more likely amount of the liability is at the lower end of this range. GM may incur a payment in 2007 not expected to exceed $400 million pre-tax and additional ongoing expenses on a limited duration estimated to be less than $100 million (pre-tax) annually.
(C)	Relates to voluntary early retirement and other separation programs in the U.S. in the first quarter of 2005.
(D)	Year-to-date adjustments include after-tax impairment charges totaling $805 million ($468 million at GMNA, $176 million at GME, $99 million at GMLAAM, and $62 million at GMAP) resulting from third quarter reviews of the carrying value of long-lived assets held and used, other than goodwill and intangible assets with indefinite lives. These impairments consist of $711 million related to product-specific assets and $94 million related to office and production facilities, which were still in service at year-end 2005. Year-to-date results also include an after-tax charge of $84 million, recorded at GMNA in the first quarter 2005, for the write-down to fair market value of various plant assets in connection with the cessation of production at a Lansing assembly plant.
(E)	Relates to the $788 million after-tax write-down to fair market value, as of June 30, 2005, of GM’s investment in approximately 20% of the common stock of Fuji Heavy Industries (FHI). In the fourth quarter, GM completed the sale of its investment in the common stock of FHI and recorded a gain of $71 million (after tax) due to the appreciation of the fair value of such stock after June 30, 2005, the date of the FHI impairment charge. Also in the fourth quarter, GME recorded cancellation charges of $20 million (after tax) related to FHI, resulting in a net adjustment of $(51) million in the fourth quarter.
(F)	The fourth quarter charge relates to after-tax restructuring charges of $69 million at GME, $21 million at GMAP, and $7 million at Other. In the fourth quarter of 2004, GM Europe announced a restructuring plan targeting a reduction in annual structural costs of an estimated $600 million by 2006. A total reduction of 12,000 employees, including 10,000 in Germany, from 2005-2007 through separation programs, early retirements, and selected outsourcing initiatives is expected. The fourth quarter GME restructuring charge of $69 million relates to approximately 800 additional separations, as well as charges related to previous separations that are required to be amortized over future periods. The year-to-date GME charge of $672 million also includes costs related to the separation of approximately 6,700 people in the first three quarters.
(G)	Relates to the adoption of Financial Accounting Standards Board Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” as of December 31, 2005.
(H)	Relates to the effect of changes in Polish tax law at a GM Powertrain joint venture. Amount is included in equity income.

25

General Motors Corporation
List of Special Items – After Tax
(Dollars in millions except per share amounts)
(unaudited)

(I)	Fourth quarter and year-to-date amounts of $746 million and $1.6 billion, respectively, relate to tax benefits, in excess of GM’s previously communicated annual effective tax rate of 15%. In addition, the fourth quarter includes recognition of a valuation allowance of $617 million against deferred tax assets at GM do Brasil. Adjusted loss reflects an effective tax rate of 15%.
(J)	Relates to goodwill impairment charges in GMAC’s commercial finance business.

26

General Motors Corporation
Summary Corporate Financial Results
(unaudited)

	Fourth Quarter						Year to Date
				Restated						Restated
(Dollars in millions except per share amounts)	2006			2005			2006			2005
Total net sales and revenues	$	51,209		$	51,652		$	207,349		$	194,655
Adjusted	$	50,337		$	51,574		$	206,477		$	194,577
Net income (loss)	$	950		$	(6,577	)	$	(1,978	)	$	(10,417	)
Adjusted	$	180		$	(936	)	$	2,199		$	(3,205	)
Net margin
(Net income / Total net sales and revenues)		1.9	%		(12.7	)%		(1.0	)%		(5.4	)%
Adjusted		0.4	%		(1.8	)%		1.1	%		(1.6	)%
Earnings (losses) per share - - basic
$1-2/3 par value	$	1.68		$	(11.63	)	$	(3.50	)	$	(18.42	)
Earnings (losses) per share - - diluted
$1-2/3 par value	$	1.68		$	(11.63	)	$	(3.50	)	$	(18.42	)
Earnings (losses) per share – adjusted diluted
$1-2/3 par value	$	0.32		$	(1.66	)	$	3.88		$	(5.67	)
GM $1-2/3 par value average shares outstanding (Mil’s)
Basic shares		566			566			566			566
Diluted shares		567			566			567			566
Cash dividends per share of common stocks
GM $1-2/3 par value	$	0.25		$	0.50		$	1.00		$	2.00

See reconciliation of adjusted financial results on pages 28 — 33, and footnotes on page 36.

27

General Motors Corporation
Summary Corporate Financial Results
(unaudited)

	Fourth Quarter					Year to Date
				Restated					Restated
	2006			2005		2006			2005
Book value per share of
common stocks at Dec. 31 GM $1-2/3 par value	$	(9.62	)	$	25.91
Auto & Other total cash & marketable securities at Dec. 31 ($Bil’s)	$	23.9		$	16.6
Readily-available assets in VEBA	$	2.5		$	3.8
Total Auto & Other cash & marketable securities plus readily-available assets in VEBA	$	26.4		$	20.4
Auto & Other Operations ($Mil’s)
Depreciation	$	1,366		$	1,687	$	4,622		$	5,517
Amortization of special tools		743			989		3,468			4,516
Amortization of intangible assets		17			32		69			68
Total	$	2,126		$	2,708	$	8,159		$	10,101
GM’s share of significant nonconsolidated affiliates’ net income (loss) ($Mil’s)
United States^	$	(5	)	NA		$	(5	)	NA
Italy*	NA			NA		NA			$	32
Japan+	NA			$	43	$	21		$	183
China	$	73		$	90	$	306		$	302
South Korea#	NA			NA		NA			$	17

^	GM sold a 51% ownership interest in GMAC in November 2006. As such, the remaining 49% ownership interest held by GM is accounted for under the equity method.
*	During the second quarter of 2005, GM and Fiat S.p.A. completed the liquidation and termination of all joint ventures between them in existence at that time. As a result, GM regained complete ownership of all assets it originally contributed to each joint venture.
+	In the fourth quarter 2005, GM completed the sale of its 20.1% investment in the common stock of Fuji Heavy Industries (FHI). In 2006, GM sold 92.36 million shares of its investment in Suzuki, reducing GM’s stake from 20.4% to 3.7% (16.3 million shares). Effective with the completion of the sale, GM’s remaining interest in Suzuki is accounted for as an available-for-sale equity security.
#	Effective for the third quarter 2005, the results of GM Daewoo’s operations are consolidated by GM.

28

General Motors Corporation
Summary Corporate Financial Results
(unaudited)

	Fourth Quarter
	2006 and 2005
	Reported												Adjusted
				Restated			Special Items									Restated
(Dollars in millions)	2006			2005			2006			2005			2006			2005
Total net sales and revenues
GMNA	$	26,584		$	27,770		$	—		$	—		$	26,584		$	27,770
GME		8,975			8,102			—			—			8,975			8,102
GMLAAM		3,973			3,546			—			—			3,973			3,546
GMAP		4,492			3,449			—			(78	)		4,492			3,371
Total GMA		44,024			42,867			—			(78	)		44,024			42,789
Other (1)		(23	)		(39	)		—			—			(23	)		(39	)
Total Auto & Other		44,001			42,828			—			(78	)		44,001			42,750
GMAC (2)		6,486			8,808			(872	)		—			5,614			8,808
Other Financing (1)		722			16			—			—			722			16
Total Financing		7,208			8,824			(872	)		—			6,336			8,824
Total net sales and revenues	$	51,209		$	51,652		$	(872	)	$	(78	)	$	50,337		$	51,574
Income (loss) before income taxes, equity income, and minority interests
GMNA	$	124		$	(4,114	)	$	(99	)	$	2,537		$	25		$	(1,577	)
GME		(153	)		(197	)		142			125			(11	)		(72	)
GMLAAM		74			48			—			—			74			48
GMAP		(5	)		(60	)		76			(49	)		71			(109	)
Total GMA		40			(4,323	)		119			2,613			159			(1,710	)
Other		426			(5,991	)		(607	)		5,511			(181	)		(480	)
Total Auto & Other		466			(10,314	)		(488	)		8,124			(22	)		(2,190	)
GMAC (2)		371			55			(872	)		712			(501	)		767
Other Financing		(345	)		(9	)		382			—			37			(9	)
Total Financing		26			46			(490	)		712			(464	)		758
Total income (loss) before income taxes, equity income, and minority interests	$	492		$	(10,268	)	$	(978	)	$	8,836		$	(486	)	$	(1,432	)

See footnotes on page 34.

29

General Motors Corporation
Summary Corporate Financial Results
(unaudited)

	Fourth Quarter
	2006 and 2005
	Reported						Special Items						Adjusted
	2006			2005			2006			2005			2006			2005
(Dollars in millions)
Net income (loss)
GMNA	$	50		$	(3,150	)	$	(64	)	$	1,734		$	(14	)	$	(1,416	)
GME		(119	)		(56	)		111			61			(8	)		5
GMLAAM		128			(556	)		—			619			128			63
GMAP		135			171			(13	)		(47	)		122			124
Total GMA		194			(3,591	)		34			2,367			228			(1,224	)
Other		470			(3,074	)		(493	)		2,836			(23	)		(238	)
Total Auto & Other		664			(6,665	)		(459	)		5,203			205			(1,462	)
GMAC (2)		1,069			111			(1,353	)		438			(284	)		549
Other Financing		(783	)		(23	)		1,042			—			259			(23	)
Total Financing		286			88			(311	)		438			(25	)		526
Net income (loss)	$	950		$	(6,577	)	$	(770	)	$	5,641		$	180		$	(936	)
Income tax expense (benefit)
GMNA	$	39		$	(1,021	)	$	(35	)	$	886		$	4		$	(135	)
GME		(35	)		(136	)		31			36			(4	)		(100	)
GMLAAM		(52	)		605			—			(617	)		(52	)		(12	)
GMAP		(106	)		(124	)		89			1			(17	)		(123	)
Total GMA		(154	)		(676	)		85			306			(69	)		(370	)
Other		(46	)		(2,904	)		(114	)		2,675			(160	)		(229	)
Total Auto & Other		(200	)		(3,580	)		(29	)		2,981			(229	)		(599	)
GMAC (2)		(705	)		(1	)		481			274			(224	)		273
Other Financing		438			14			(660	)		—			(222	)		14
Total Financing		(267	)		13			(179	)		274			(446	)		287
Income tax expense (benefit)	$	(467	)	$	(3,567	)	$	(208	)	$	3,255		$	(675	)	$	(312	)

See footnotes on page 34.

30

General Motors Corporation
Summary Corporate Financial Results
(unaudited)

	Fourth Quarter
	2006 and 2005
	Reported						Special Items						Adjusted
(Dollars in millions)	2006			2005			2006			2005			2006			2005
Effective tax rate
Total GM Corp.		(95	)%		35	%		21	%		37	%		139	%		22	%
GMNA		32	%		25	%		35	%		35	%		16	%		9	%
GME		23	%		69	%		22	%		29	%		36	%		139	%
GMAC (2)		(190	)%		(2	)%		55	%		38	%		45	%		36	%
Equity income (loss) and minority interests
GMNA	$	(35	)	$	26			—		$	—		$	(35	)	$	26
GME		(1	)		26			—			(49	)		(1	)		(23	)
GMLAAM		2			3			—			—			2			3
GMAP		34			110			—			—			34			110
GMAC (2)		(7	)		55			—			—			(7	)		55
Total GMA	$	(7	)	$	220			—		$	(49	)	$	(7	)	$	171

See footnotes on page 34.

31

General Motors Corporation
Summary Corporate Financial Results
(unaudited)

	Year to Date
	2006 and 2005
	Reported						Special Items						Adjusted
(Dollars in millions)	2006			2005			2006			2005			2006			2005
Total net sales and revenues
GMNA	$	109,779		$	105,640		$	—		$	—		$	109,779		$	105,640
GME		33,193			31,892			—			—			33,193			31,892
GMLAAM		14,618			11,844			—			—			14,618			11,844
GMAP		15,499			10,821			—			(78	)		15,499			10,743
Total GMA		173,089			160,197			—			(78	)		173,089			160,119
Other (1)		(162	)		31			—			—			(162	)		31
Total Auto & Other		172,927			160,228			—			(78	)		172,927			160,150
GMAC (2)		33,629			34,081			(872	)		—			32,757			34,081
Other Financing (1)		793			346			—			—			793			346
Total Financing		34,422			34,427			(872	)		—			33,550			34,427
Total net sales and revenues	$	207,349		$	194,655		$	(872	)	$	(78	)	$	206,477		$	194,577
Income (loss) before income taxes, equity income, and minority interests
GMNA	$	(6,903	)	$	(10,583	)	$	5,908		$	3,637		$	(995	)	$	(6,946	)
GME		(312	)		(1,794	)		654			1,330			342			(464	)
GMLAAM		527			43			43			150			570			193
GMAP		1,023			(889	)		(865	)		853			158			(36	)
Total GMA		(5,665	)		(13,223	)		5,740			5,970			75			(7,253	)
Other		(1,152	)		(6,916	)		(102	)		5,524			(1,254	)		(1,392	)
Total Auto & Other		(6,817	)		(20,139	)		5,638			11,494			(1,179	)		(8,645	)
GMAC (2)		2,247			3,426			(33	)		712			2,214			4,138
Other Financing		(377	)		(27	)		422			—			45			(27	)
Total Financing		1,870			3,399			389			712			2,259			4,111
Total income (loss) before income taxes, equity income, and minority interests	$	(4,947	)	$	(16,740	)	$	6,027		$	12,206		$	1,080		$	(4,534	)

See footnotes on page 34.

32

General Motors Corporation
Summary Corporate Financial Results
(unaudited)

	Year to Date
	2006 and 2005
	Reported						Special Items						Adjusted
(Dollars in millions)	2006			2005			2006			2005			2006			2005
Net income (loss)
GMNA	$	(4,619	)	$	(8,233	)	$	3,840		$	2,426		$	(779	)	$	(5,807	)
GME		(225	)		(1,028	)		452			841			227			(187	)
GMLAAM		490			(566	)		43			718			533			152
GMAP		1,186			(246	)		(745	)		803			441			557
Total GMA		(3,168	)		(10,073	)		3,590			4,788			422			(5,285	)
Other		161			(2,601	)		(165	)		1,986			(4	)		(615	)
Total Auto & Other		(3,007	)		(12,674	)		3,425			6,774			418			(5,900	)
GMAC (2)		2,179			2,280			(658	)		438			1,521			2,718
Other Financing		(1,150	)		(23	)		1,410			—			260			(23	)
Total Financing		1,029			2,257			752			438			1,781			2,695
Net income (loss)	$	(1,978	)	$	(10,417	)	$	4,177		$	7,212		$	2,199		$	(3,205	)
Income tax expense (benefit)
GMNA	$	(2,243	)	$	(2,480	)	$	2,068		$	1,294		$	(175	)	$	(1,186	)
GME		(72	)		(734	)		202			461			130			(273	)
GMLAAM		28			611			—			(566	)		28			45
GMAP		(23	)		(172	)		(15	)		53			(38	)		(119	)
Total GMA		(2,310	)		(2,775	)		2,255			1,242			(55	)		(1,533	)
Other		(1,310	)		(4,288	)		63			3,538			(1,247	)		(750	)
Total Auto & Other		(3,620	)		(7,063	)		2,318			4,780			(1,302	)		(2,283	)
GMAC (2)		62			1,197			625			274			687			1,471
Other Financing		773			(4	)		(988	)		—			(215	)		(4	)
Total Financing		835			1,193			(363	)		274			472			1,467
Income tax expense (benefit)	$	(2,785	)	$	(5,870	)	$	1,955		$	5,054		$	(830	)	$	(816	)

See footnotes on page 34.

33

General Motors Corporation
Summary Corporate Financial Results
(unaudited)

	Year to Date
	2006 and 2005
	Reported						Special Items						Adjusted
(Dollars in millions)	2006			2005			2006			2005			2006			2005
Effective tax rate
Total GM Corp.		56	%		35	%		32	%		41	%		(77	)%		18	%
GMNA		33	%		23	%		35	%		36	%		18	%		17	%
GME		23	%		41	%		31	%		35	%		38	%		59	%
GMAC (2)		3	%		35	%		(1894	)%		38	%		31	%		36	%
Equity income (loss) and minority interests
GMNA	$	41		$	(47	)		—		$	—		$	41		$	(47	)
GME		15			53			—			(49	)		15			4
GMLAAM		(9	)		4			—			—			(9	)		4
GMAP		140			474			105			—			245			474
GMAC (2)		(6	)		51			—			—			(6	)		51
Total GMA	$	181		$	535		$	105		$	(49	)	$	286		$	486

See footnotes on page 34.

34

General Motors Corporation
Operating Statistics
(unaudited)

	Fourth Quarter						Year to Date
(Units in thousands)	2006			2005			2006			2005
Worldwide Production Volume
GMNA — Cars		446			483			1,822			1,834
GMNA — Trucks		661			798			2,827			3,022
Total GMNA		1,107			1,281			4,649			4,856
GME		443			443			1,806			1,858
GMLAAM		215			188			830			775
GMAP		509			420			1,896			1,562
Total Worldwide		2,274			2,332			9,181			9,051
Vehicle Unit Deliveries
Chevrolet — Cars		160			186			798			866
Chevrolet — Trucks		377			364			1,618			1,804
Pontiac		88			97			410			438
GMC		118			104			481			566
Buick		50			52			241			282
Oldsmobile		0			0			0			2
Saturn		58			46			226			214
Cadillac		57			52			227			235
Other		32			30			124			111
Total United States		940			931			4,125			4,518
Canada, Mexico, and Other		169			180			682			728
Total GMNA		1,109			1,111			4,807			5,246
GME		475			453			2,003			1,984
GMLAAM		289			249			1,035			882
GMAP		330			291			1,253			1,065
Total Worldwide		2,203			2,104			9,098			9,177
Market Share
United States — Cars		20.2	%		21.0	%		20.7	%		22.6	%
United States — Trucks		26.4	%		26.0	%		27.1	%		28.5	%
Total United States		23.6	%		23.8	%		24.2	%		25.9	%
Total North America		23.2	%		23.6	%		23.8	%		25.5	%
Total Europe		9.2	%		9.1	%		9.2	%		9.4	%
Total LAAM		17.9	%		18.1	%		17.0	%		16.8	%
Asia and Pacific		6.6	%		6.3	%		6.4	%		5.8	%
Total Worldwide		13.3	%		13.4	%		13.5	%		14.1	%
Worldwide Retail/Fleet Mix
% Fleet Sales — Cars		38.1	%		39.3	%		33.9	%		35.2	%
% Fleet Sales — Trucks		18.5	%		21.8	%		20.5	%		19.6	%
Total Vehicles		25.8	%		28.7	%		28.3	%		28.6	%
GMNA Capacity Utilization
(2 shift rated, annualized)		88.8	%		94.4	%		92.4	%		90.0	%

35

General Motors Corporation
Operating Statistics
(unaudited)

	Fourth Quarter						Year to Date
	2006			2005			2006			2005
GMAC’s Worldwide Cost of Borrowing (3)		6.01	%		5.26	%		5.88	%		4.78	%
GMAC Period End Debt Spreads Over U.S. Treasuries
2 Year							106		bp	475		bp
5 Year							154		bp	535		bp
10 Year							194		bp	540		bp
Cash balances ($Bil’s)							$	18.3		$	20.0
GMAC Automotive Finance Operations Consumer Credit (North America)
Net charge-offs as a % of managed receivables		1.14	%		1.00	%		1.02	%		0.99	%
Retail contracts 30 days delinquent as a % of average number of contracts outstanding (4)		2.62	%		2.45	%		2.49	%		2.21	%
Retail penetration (U.S. only)
Total retail contract volume (retail and lease) as a % of retail sales		31	%		32	%		44	%		39	%
SmartLease and SmartBuy as a % of retail sales		16	%		14	%		18	%		17	%
Off-lease Vehicle Remarketing (U.S. only)
Sales proceeds on scheduled lease terminations (36-month) per vehicle — Serviced	$	13,493		$	13,668		$	13,848		$	13,949
Off-lease vehicles terminated - Serviced (units in 000s)		66			58			272			283
ResCap ($Bil’s)
Production volume	$	49.3		$	45.3		$	189		$	175.6
Mortgage servicing rights, net							$	4.9		$	4.0
GMAC Insurance Operations ($Mil’s)
Combined ratio (5)		92.8	%		92.8	%		92.3	%		93.9	%
Premium revenue written	$	965		$	941		$	4,133		$	4,150
Investment portfolio market value							$	7,574		$	7,664
After-tax net unrealized capital gains							$	99		$	573

See footnotes on page 34.

36

General Motors Corporation
(unaudited)

	2006		2005		Year to Date
Worldwide Employment at December 31 (in 000’s)
United States Hourly		89		105
United States Salary		33		36
Total United States		122		141
Canada, Mexico, and Other		30		32
GMNA		152		173
GME		60		63
GMLAAM		32		31
GMAP		34		31
GMAC (2)		0		34
Other		2		3
Total		280		335
Worldwide Payrolls ($Bil’s)	$	5.6	$	5.9	$	22.3	$	21.5

Footnotes:

(1)	Other Operations and Other Financing include intercompany eliminations.
(2)	GM closed the sale of its 51% controlling interest in GMAC at November 30, 2006. Since the GMAC Transaction, GM has accounted for its 49% ownership interest in GMAC using the equity method. Financial results reflect GMAC’s fully consolidated financial results for the first 11 months of the year. GM recorded equity income on its GMAC investment for the last month of 2006.
(3)	Calculated by dividing total interest expense (excluding mark to market adjustments) by total debt. For 2006, annualized rate is based on the first 11 months of the year.
(4)	Excludes accounts in bankruptcy.
(5)	Calculated as the sum of all reported losses and expenses (excluding interest and income tax expense) divided by the total of premiums and service revenues earned and other income.

 37

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended
	December 31,
	2006			2005
	(Dollars in millions
	except per share amounts)
Net sales and revenues
Automotive sales	$	44,001		$	42,828
Financial services and insurance revenues		7,208			8,824
Total net sales and revenues		51,209			51,652
Costs and expenses
Automotive cost of sales		39,405			43,339
Selling, general, and administrative expenses		6,151			7,662
Interest expense		3,394			4,368
Provisions for credit and insurance losses related to financing and insurance operations		1,304			737
Other expenses		1,087			6,212
Total costs and expenses		51,341			62,318
Operating income (loss)		(132	)		(10,666	)
Automotive interest income and other non-operating income, net		624			398
Income (loss) before income taxes, equity income (loss) and minority interests and cumulative effect of accounting change		492			(10,268	)
Income tax (benefit)		(467	)		(3,567	)
Equity income (loss) and minority interests, net of tax		(9	)		233
Income (loss) before cumulative effect of accounting change		950			(6,468	)
Cumulative effect of a change in accounting principle		—			(109	)
Net income (loss)	$	950		$	(6,577	)
Basic earnings (loss) per share
Earnings (loss) before cumulative effect of accounting change	$	1.68		$	(11.44	)
Cumulative effect of accounting change		—			(0.19	)
Earnings (loss) per share, basic	$	1.68		$	(11.63	)
Weighted average common shares outstanding, basic (millions)		566			565
Diluted earnings (loss) per share
Earnings (loss) before cumulative effect of accounting change	$	1.68		$	(11.44	)
Cumulative effect of accounting change		—			(0.19	)
Earnings (loss) per share, diluted	$	1.68		$	(11.63	)
Weighted average common shares outstanding, diluted (millions)		566			565
Cash dividends per share	$	0.25		$	0.50

 38

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2006			2005			2004
	(Dollars in millions
	except per share amounts)
Net sales and revenues
Automotive sales	$	172,927		$	160,228		$	163,341
Financial services and insurance revenues		34,422			34,427			32,010
Total net sales and revenues		207,349			194,655			195,351
Costs and expenses
Automotive cost of sales		164,682			158,887			152,115
Selling, general, and administrative expenses		25,081			27,513			25,969
Interest expense		16,945			15,607			11,913
Provisions for credit and insurance losses related to financing and insurance operations		4,071			3,430			4,315
Other expenses		4,238			7,024			1,584
Total costs and expenses		215,017			212,461			195,896
Operating income (loss)		(7,668	)		(17,806	)		(545	)
Automotive interest income and other non-operating income (expense), net		2,721			1,066			1,400
Income (loss) before income taxes, equity income (loss) and minority interests and cumulative effect of accounting change		(4,947	)		(16,740	)		855
Income tax (benefit)		(2,785	)		(5,870	)		(1,126	)
Equity income (loss) and minority interests, net of tax		184			562			720
Income (loss) before cumulative effect of accounting change		(1,978	)		(10,308	)		2,701
Cumulative effect of accounting change in accounting principle		—			(109	)		—
Net income (loss)	$	(1,978	)	$	(10,417	)	$	2,701
Basic earnings (loss) per share
Earnings (loss) before cumulative effect of accounting change	$	(3.50	)	$	(18.23	)	$	4.78
Cumulative effect of accounting change		—			(0.19	)		—
Earnings (loss) per share, basic	$	(3.50	)	$	(18.42	)	$	4.78
Weighted average common shares outstanding, basic (millions)		566			565			565
Diluted earnings (loss) per share
Earnings (loss) before cumulative effect of accounting change	$	(3.50	)	$	(18.23	)	$	4.76
Cumulative effect of accounting change		—			(0.19	)		—
Earnings (loss) per share, diluted	$	(3.50	)	$	(18.42	)	$	4.76
Weighted average common shares outstanding, diluted (millions)		566			565			567
Cash dividends per share	$	1.00		$	2.00		$	2.00

 39

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2006			2005
	(Dollars in millions)
ASSETS
Current Assets
Cash and cash equivalents	$	23,774		$	15,187
Marketable securities		138			1,416
Total cash and marketable securities		23,912			16,603
Accounts and notes receivable, net		8,216			5,917
Inventories		13,921			13,862
Equipment on operating leases, net		6,125			6,993
Deferred income taxes and other current assets		11,957			8,982
Total current assets		64,131			52,357
Financing and Insurance Operations assets
Cash and cash equivalents		349			15,539
Investments in securities		188			18,310
Finance receivables, net		—			180,849
Loans held for sale		—			21,865
Assets held for sale		—			19,030
Equipment on operating leases, net		11,794			31,194
Equity in net assets of GMAC LLC		7,523			—
Other assets		2,269			25,157
Total Financing and Insurance Operations assets		22,123			311,944
Non-Current Assets
Equity in net assets of nonconsolidated affiliates		1,969			3,242
Property, net		41,934			38,543
Intangible assets, net		1,118			1,869
Deferred income taxes		32,967			23,761
Prepaid pension		17,366			37,576
Other assets		4,584			4,864
Total non-current assets		99,938			109,855
Total assets	$	186,192		$	474,156
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable (principally trade)	$	26,931		$	26,402
Short-term borrowings and current portion of long-term debt		5,666			1,627
Accrued expenses		35,225			42,697
Total current liabilities		67,822			70,726
Financing and Insurance Operations Liabilities
Accounts payable		1,214			3,731
Liabilities related to assets held for sale		—			10,941
Debt		9,438			253,508
Other liabilities and deferred income taxes		925			26,325
Total Financing and Insurance Operations liabilities		11,577			294,505
Non-Current Liabilities
Long-term debt		33,067			32,580
Postretirement benefits other than pensions		50,086			28,990
Pensions		11,934			11,225
Other liabilities and deferred income taxes		15,957			20,430
Total non-current liabilities		111,044			93,225
Total liabilities		190,443			458,456
Minority interests		1,190			1,047
Stockholders’ equity (deficit)
Preferred stock, no par value, authorized 6,000,000, no shares issued and outstanding		—			—
$1 2/3 par value common stock (2,000,000,000 shares authorized, 756,637,541 and 565,670,254 shares issued and outstanding, at December 31, 2006, respectively and 756,637,541 and 565,518,106 at December 31, 2005, respectively)		943			943
Capital surplus (principally additional paid-in capital)		15,336			15,285
Retained earnings		406			2,960
Accumulated other comprehensive loss		(22,126	)		(4,535	)
Total stockholders’ equity (deficit)		(5,441	)		14,653
Total liabilities, minority interests, and stockholders’ equity (deficit)	$	186,192		$	474,156

EX-99.2

Exhibit 99.2

 

2006 CY and Fourth Quarter Results

Forward Looking Statements 1 In the presentations and in related comments by General Motors' management, we will use words like "expect," "anticipate," "estimate," "forecast," "initiative," "objective," "plan," "goal," "project," "outlook," "priorities," "target," "intend," "evaluate," "pursue," "seek," "may," "would," "could," "should," "believe," "potential," "continue," "designed," or "impact" to identify forward- looking statements that represent our current judgments about possible future events. We believe these judgments are reasonable, but GM's actual results may differ materially due to a variety of important factors. Among other items, such factors include: the ability of GM to realize production efficiencies, to achieve reductions in costs as a result of the turnaround restructuring and health care cost reductions and to implement capital expenditures at levels and times planned by management; the pace of product introductions; market acceptance of the Corporation's new products; significant changes in the competitive environment and the effect of competition in the Corporation's markets, including on the Corporation's pricing policies; our ability to maintain adequate liquidity and financing sources and an appropriate level of debt; changes in the existing, or the adoption of new, laws, regulations, policies or other activities of governments, agencies and similar organizations where such actions may affect the production, licensing, distribution or sale of our products, the cost thereof or applicable tax rates; costs and risks associated with litigation; the final results of investigations and inquiries by the SEC and other governmental agencies; changes in our accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, including the range of estimates for the Delphi pension benefit guarantees, which could result in an impact on earnings; changes in relations with unions and employees/retirees and the legal interpretations of the agreements with those unions with regard to employees/retirees and the successful completion of a collective bargaining agreement; negotiations and bankruptcy court actions with respect to Delphi's obligations to GM, negotiations with respect to GM's obligations under the pension benefit guarantees to Delphi employees, and GM's ability to recover any indemnity claims against Delphi; labor strikes or work stoppages at GM or its key suppliers such as Delphi or financial difficulties at GM's key suppliers such as Delphi; additional credit rating downgrades and the effects thereof; factors affecting GMAC's results of operations and financial condition such as credit ratings, interest rates, the housing market (including the downturn in residential mortgages, particularly in the nonprime sector) , adequate access to the capital, changes in the residual value of off-lease vehicles, changes in U.S. government-sponsored mortgage programs or disruptions in the markets in which our mortgage subsidiaries operate, and changes in GMAC's contractual servicing rights; shortages of and price increases for fuel; changes in economic conditions, commodity prices, such as steel and other raw materials, currency exchange rates or political stability in the markets in which we operate; the effects of transactions or alliances entered into by one or more of our competitors; currency exchange rates or political instability in the markets in which we operate; and general economic conditions, in particular stability of consumer confidence. The most recent annual reports on Form 10-K and quarterly reports on Form 10-Q filed by GM and GMAC provide information about these factors, which may be revised or supplemented in future reports to the SEC on those forms.

Fourth Quarter and Calendar Year Highlights Q4 2006 GAAP EPS $1.68, $950 million, improved $7.5B vs. Q4 2005 Adjusted EPS $0.32, $180 million, improved $1.1B vs. Q4 2005 Automotive results improved over $1.4B on recovery in GMNA Total revenue of $51B; record Q4 Automotive revenue of $44B Adjusted Automotive Operating Cash Flow (OCF) positive $0.3B GMAC transaction closed on November 30th CY 2006 GAAP EPS $(3.50), $(1,978) million, improved $8.4B vs. CY 2005 Adjusted EPS $3.88, $2,199 million, improved $5.4B vs. CY 2005 Global market share of 13.5%, down 0.6 p.p. vs. CY 2005 Exceeded $6B structural cost reduction target, on track for $9B in 2007 Year-end cash balance of $26.4B 2

Summary of Accounting Matters Deferred Tax Liabilities / Other Tax-related Determined that Deferred Tax Liabilities overstated due to excessive tax expense recorded in prior periods (largely pre-2002) Retained earnings adjusted upward to reflect decrease in Deferred Tax Liabilities Partially offset by decrease in Accumulated Translation Adjustments to remove tax effects recorded for certain foreign entities Net impact is an increase in Stockholders Equity of $245 million as of Jan 1, 2002 SFAS 133 Accounting Stringent documentation/assessment requirements for derivatives to be eligible for hedge accounting (e.g. gains/losses not recorded to earnings) Certain commodity and foreign exchange contracts at GM, and certain interest rate hedges at GMAC, later determined to not qualify Changes in fair value of these instruments now recorded to earnings Cumulative impact of $249 million, with significant impacts in individual periods Other Miscellaneous Adjustments As part of other restatements, recording various out-of-period adjustments, which are not individually or collectively material, in appropriate periods 3

Summary of 2005/2006 Restatements 4

Calendar Year Adjusted Results 5 Refer to Supplemental Charts for reconciliation to GAAP figures

Calendar Year Adjustments to Income 6 Exclusion of special items useful for: - Management to measure operations - Comparisons between reporting periods - Investors to measure and assess company performance

Fourth Quarter Adjusted Results 7 Refer to Supplemental Charts for reconciliation to GAAP figures

Fourth Quarter Adjustments to Income 8 Exclusion of special items useful for: - Management to measure operations - Comparisons between reporting periods - Investors to measure and assess company performance

Fourth Quarter GMAC Transaction Related 9 Favorable $712 million after-tax for GMAC transaction largely related to Pension/OPEB and sale of securities $394 million Pension/OPEB curtailment for unrecognized prior service gains related to salaried plan changes Recorded immediately as GMAC employees no longer covered by GM plan $567 million gain on sale of marketable securities held by GMAC's insurance businesses $(249) million for Loss on Sale and other transaction-related items recorded in Q4 Includes impact of lower Other Comprehensive Income (OCI) as sale of marketable securities reduced unrealized gains in OCI For GAAP accounting GM has impaired GMAC operating lease assets held for sale in lieu of depreciating them Total Loss on Sale of $1.1B in GAAP income statement includes $0.7B operating lease asset impairment Offset by $0.7B lower depreciation expense (zero net P&L impact)

GMAC Results Overview On a standalone basis, net income of $1.0B for Q4 and $2.1B for CY Includes Commercial Finance goodwill impairment and favorable one-time impact of LLC conversion Operating results deteriorated on significant weakness at ResCap Partially offset by strength in Insurance due largely to higher capital gains ResCap loss driven by slowdown in U.S. residential mortgage market Slowing home price appreciation and nonprime credit issues having significant negative impact SFAS 133 accounting adjustments also impacted GMAC results for both Q4 and CY 2006 $(107) million after-tax in Q4; $(135) million after-tax in CY 2006 Related to interest rate derivatives to hedge callable debt instruments 10

GMAC Standalone Fourth Quarter Results 11

GMAC Standalone Calendar Year Results 12

GMAC Results Recognized by GM GMAC results for Q4 and CY 2006 aggregate to GM in three ways Results fully consolidated on GM's books through November 30, 2006 Results for month of December accounted for as equity income based on GM's 49% ownership In addition, GM accrued dividends on its preferred interests beginning December 1, 2006 GMAC standalone results adjusted for items not flowing to GM LLC conversion items that do not impact GM on a consolidated basis Realized gains on marketable securities considered a special item in GM results Goodwill impairments already recognized by GM Going forward, GMAC LLC results will be reflected on GM's books as equity income in the Financing sector GM will also realize $4B of cash flows over about three years from lease assets carved-out from transaction 13

GMAC Adjusted Results as Reported by GM 14

GMAC Sale Transaction Update Final Closing Balance Sheet has been completed GM will refund approximately $1B to restore GMAC tangible equity balance to $14.4B Payment driven by significant deterioration in ResCap's November 2006 results, as well as earnings restatements by GMAC Finalization of the Closing Balance Sheet a key milestone in concluding GM's sale of a 51% controlling interest in GMAC Allows GMAC to fully focus their attention on the future and achieving their mission of becoming an independent globally-diversified financial services company 15

GMNA Fourth Quarter Adjusted Results 16

GMNA Vehicle Revenue Per Unit Calendar Year Fourth Quarter Net Revenue Gross Revenue less Sales Incentives Vehicle Revenue per Unit excl. such items as daily rental accounting impact, Service Parts, OnStar and other outside sales 17 Refer to Supplemental Charts for reconciliation to GAAP figures Memo: Q306 $20,195 GAAP Rev/Unit 20,460 20,957 21,052 20,714 22,277 19,424 21,017 21,414 20,555 22,567

GMNA Adjusted Net Income 2006 vs. 2005 Q4 CY 2005 Net Income ($1.4)B ($5.8)B Volume (0.9) (0.8) Mix 0.7 0.3 Gain on Lease Residual Reserves 0.2 0.2 Net Price / Other Contribution Margin (0.4) 0.1 Pension / OPEB 0.9 2.3 Manufacturing / Attrition Related 0.5 0.8 Engineering / Marketing / Other Structural 0.6 1.3 One-time Items (0.2) 0.8 2006 Net Income $(0.0)B ($0.8)B 2006 Improvement vs. 2005 $1.4B $5.0B 18

Structural Cost Reduction in North America* 19 * Includes North American costs accounted for in Corp Sector ($ Billion) $3.0 $6.8 $2.3 $1.4 $0.0 In 2007, on track to achieve target of $9B savings on running rate basis

Overview of Other Regions GME Q4 results essentially breakeven from year-ago period on continued progress in turnaround Strong structural cost performance Continued pressures in material costs and foreign exchange GMLAAM Q4 results more than doubled on very strong industry growth Q4 revenue up 12%; significantly improved results at GM do Brasil GMAP Q4 results virtually flat despite the loss of significant equity income from Suzuki equity sale GM continues to outpace strong industry growth in region Improved Holden performance Observations on 2006 Calendar Year adjusted results GME: First adjusted profit in 7 years, improved $414 million vs. CY 2005 GMLAAM: $533 million net income on all-time record CY revenue GMAP: $441 million net income notwithstanding loss of equity income 20

GME Fourth Quarter Adjusted Results 21

GMLAAM Fourth Quarter Adjusted Results 22

GMAP Fourth Quarter Adjusted Results 23

GM Liquidity Position Gross liquidity position remains strong at $26.4B1 Additional $15.3B of VEBA assets available to fund healthcare costs GM remains committed to preserving strong liquidity position In Q4 issued $1.5B debt backed by US Machinery and Equipment Issuance was 2x oversubscribed Closed GMAC transaction $(1.0)B refund of prior distributions to be repaid in March Now expect to receive approximately $13B over three years GM re-invested $1.4B in GMAC preferred equity Near-term financial obligations are limited $1.1B of convertible bonds put to GM on March 6 No additional U.S. term debt maturities in 2007 U.S. Salaried and Hourly pension plans $17.1B over-funded 1 Includes $2.5B in readily-available VEBA assets (i.e., short-term VEBA) 24

Q4'00 YE '01 YE '02 YE '03 YE '04 YE '05 YE '06 Net Liquidity 5.2 4.8 4.8 3.5 -0.7 -0.3 -7.1 -10.9 -13.8 -12.3 Gross Cash (incl. ST VEBA) 13.2 13 13.3 11.8 11.5 17.3 26.9 23.3 20.4 26.4 17.3 17.3 23 $ Billions Automotive Gross / Net Liquidity 25 1 Net Liquidity figures restated to include capital leases and industrial revenue bond obligations (est. $1.7B at YE 2006) previously classified as Other Liabilities 2 Year-end 2006 debt balance includes GMAC-related debt of $2.9B 1,2

Fourth Quarter Key Cash Flow Drivers 26 Q4 Automotive OCF of $0.3B; improved year-on-year by $1.4B Achieved OCF improvements in all four regions Led by higher net income at GMNA Improvement partially offset by adjustments for non-cash elements of net income (primarily related to legacy liabilities) CY 2006 Automotive OCF of $(3.8)B; improved year-on-year by $4.4B Driven by significant improvement in net income, particularly at GMNA Offset in part by $1.0B Mitigation VEBA contribution and negative Accrued Expenses & Other adjustment CY 2006 net cash flows of $6.0B Operating cash burn and restructuring costs funded by asset sales and VEBA withdrawals Further enhanced by GMAC sale proceeds

Automotive Cash Flow Summary Refer to Supplemental Charts for reconciliation to GAAP figures 27

Accrued Expenses & Other 28 Q4 2006 Accrued Expenses & Other adjustment of $0.8B Cash positively impacted by add-back of non-cash accruals (book taxes and interest expense accruals) Offset by net sales allowance payments and reduction in daily rental sales As GM reduces its daily rental sales, cash flow negatively impacted as repurchase of cars exceeds new sales For CY 2006, Accrued Expenses and Other adjustment was $(3.1)B Net sales allowance payments, reduction in daily rental sales, and add- back of non-cash tax benefits related to Special Attrition Program charge

U.S. Pension Expense 3 29

U.S. Pension Investment Policy 30 Given the overfunded status of its U.S. pension plans, GM is adopting a more conservative long-term asset allocation policy Change involves reallocation of 20% of plan assets from equity to fixed income exposure Intended to significantly lower expected volatility of asset returns and plan funded status, as well as probability of future contribution requirements U.S. pension plans now have the following target asset allocations: As a result of new target asset allocations, GM is revising its expected long-term annual return assumption for U.S. pension plans from 9.0% to 8.5% effective January 1, 2007

U.S. Health Care Spending & OPEB Expense 2 3 31

Pension & OPEB - SFAS 158 Update 32 Impact of adopting SFAS 158 at December 31, 2006 was a reduction of shareholders' equity of $16.9B after-tax, to a new total of $(5.4)B GM will early adopt new measurement date provisions of SFAS 158 on January 1, 2007 using a "two-measurement" approach Customary measurements taken on 9/30/06 (U.S. OPEB, international pensions) and 11/30/06 (Canadian pensions) used to calculate expense from the date of those measurements through 12/31/06 Beginning retained earnings adjusted by $(0.7)B on 1/1/07 for the net benefit expense/income during those periods Second measurement performed on 1/1/07 to determine net benefit expense/income that will be recorded in 2007 Other Comprehensive Income (OCI) adjusted by $2.1B on 1/1/07 for the net change in benefit assets/liabilities since the previous measurement date 2006 financial statements reflect curtailments and settlements in Q4 (largely related to GMAC transaction)

Delphi Status 33 Plan Framework Support Agreement entered into with Delphi and an investor group on December 18 Establishes a framework and exclusivity period within which to continue negotiations to finalize definitive agreements GM would receive $2.6B in cash, as well as a limited amount of equity $1.5 - $2B net Delphi pension liabilities would be transferred to GM pension plan; GM would receive note from Delphi payable for such amount Bankruptcy court approved framework agreement on January 12 Contingent exposure estimate remains $6 - $7.5B pre-tax Charges of $6B taken to date, of which $4.5B subsequently transferred to OPEB liability for Delphi employees flowing to GM to work or retire Restructuring provides opportunity to address purchase price premium of about $2B annually

2007 Outlook First Quarter Lower North America production Full benefit of structural cost savings Pension and health care changes, attrition program Strong product launch cadence Full-size pickups, crossover utilities Continued emerging market growth Calendar Year Improved earnings Potential volatility due to mark-to-market for certain derivatives Improved but negative cash flow Capital spending increased to $8.5B - $9B 34

Summary On adjusted basis, automotive operations improved over $1.4B vs. Q4 2005 and $5.7B vs. CY 2005, largely on strength of turnaround in North America Continued automotive revenue growth, with revenue records for both Q4 and CY Q4 global share declined marginally vs. 2005 as strong volume growth in LAAM and AP helped offset lower U.S. results Automotive liquidity strengthened further to $26.4B, but intense focus remains on improving operating cash flow and maintaining strong liquidity Will evaluate strategic alternatives for Allison Key priority is to finalize Delphi negotiations 35

Supplemental Charts The following supplemental charts are provided to reconcile adjusted financial data comprehended in the primary chart set with GAAP-based data (per GM's financial statements) and/or provide clarification with regard to definition of non-GAAP terminology

Reconciliation to Adjusted Net Income / EPS Q4 - 2005 & 2006 S1

Reconciliation of GMNA Revenue Per Unit Calendar Year S2 a). For GAAP reporting purposes, sales to other GM regions are eliminated whereas they are retained for managerial vehicle analysis b). Includes SPO parts, Powertrain engines, MSP, and Onstar service outside sales- excluded from managerial vehicle analysis c). Includes Interest Income, Daily Rental Income, and GM Credit Card Income- excluded from managerial vehicle analysis

Reconciliation of GMNA Revenue Per Unit Fourth Quarter S3 a). For GAAP reporting purposes, sales to other GM regions are eliminated whereas they are retained for managerial vehicle analysis b). Includes SPO parts, Powertrain engines, MSP, and Onstar service outside sales- excluded from managerial vehicle analysis c). Includes Interest Income, Daily Rental Income, and GM Credit Card Income- excluded from managerial vehicle analysis

Reconciliation of Automotive Cash Flow Q4 - 2005 & 2006, CYTD - 2005 & 2006 S4