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) August 1, 2008

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

1-143	DELAWARE	38-0572515
(Commission File Number)	(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

300 Renaissance Center, Detroit, Michigan	48265-3000
(Address of Principal Executive Offices)	(Zip Code)

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

Not Applicable
(Former name or former address, if changed since last report)

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

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))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

On August 1, 2008, a news release was issued on the subject of second quarter 2008 consolidated results 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 Quarterly Report on Form 10-Q. The news release and financial statements are incorporated as Exhibit 99.1.

Charts furnished to securities analysts in connection with GM’s second quarter 2008 results release are attached as Exhibit 99.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT

Exhibit	Description	Method of Filing
Exhibit 99.1	News Release Dated August 1, 2008 and Financial Statements	Attached as Exhibit
Exhibit 99.2	Charts Furnished to Securities Analysts	Attached as Exhibit

SIGNATURE

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

	GENERAL MOTORS CORPORATION         (Registrant)
Date: August 1, 2008	By:	/s/ NICK S. CYPRUS
		(Nick S. Cyprus
		Controller and Chief Accounting Officer)

EX-99.1

Exhibit 99.1

News	General Motors	GM Communications
For Release: August 1, 2008	Corporation	Detroit, Mich., USA
7:00 a.m. Eastern Daylight Time		media.gm.com

GM Reports Preliminary Second Quarter Financial Results

• Adjusted net loss of $6.3 billion, reported net loss of $15.5 billion

• Results impacted by $9.1 billion of predominantly non-cash special items

• Sales records set in three of four regions

• Q2 liquidity position of $21 billion, plus credit lines of additional $5 billion

	Second Quarter
	2008			2007*		O/(U) 2007
Revenue (bils.):	$	38.2		$	46.7	$	(8.5	)
Adjusted automotive earnings before tax (bils.):	$	(4.0	)	$	1.0	$	(5.0	)
Reported automotive earnings before tax (bils.):	$	(9.1	)	$	0.8	$	(9.9	)
Adjusted net income (bils.):	$	(6.3	)	$	1.3	$	(7.6	)
Reported net income (bils.):	$	(15.5	)	$	0.8	$	(16.3	)
Reported earnings per share (diluted):	$	(27.33	)	$	1.37	$	(28.70	)
Adjusted operating cash flow (bils):	$	(3.6	)	$	1.1	$	(4.7	)

* 2007 figures reflect continuing operations

DETROIT - General Motors (NYSE: GM) today announced its financial results for the second quarter of 2008, which include significant charges and special items. The reported net loss was $15.5 billion or $27.33 per share for the second quarter, including these charges and special items, compared with net income from continuing operations of $784 million or $1.37 per share in the second quarter of 2007. On an adjusted basis, GM posted a net loss of $6.3 billion or $11.21 per share, compared with net income from continuing operations of $1.3 billion or $2.29 per share in the same period last year.

GM previously announced that it anticipated a significant second quarter loss, driven in large part by costs associated with the American Axle and local U.S. strikes, and charges related to the successful U.S. hourly attrition program, actions to reduce North American truck capacity, Delphi and other matters. The operating and liquidity actions announced on July 15 contemplated weak second quarter results and a continued unfavorable U.S. environment. The company has outlined a strong cadence of product, powertrain, capacity and liquidity actions over the past 60 days, to realign the business with current U.S. economic and auto market conditions, and position the company for profitable global growth.

Some of those actions include cessation of production at four truck plants, shift reductions at two truck plants, the addition of shifts at two car plants, announcement of the new Chevrolet global small car program and next generation Chevrolet Aveo compact car, introduction of a high-efficiency 4-cylinder engine for U.S. application, salaried headcount reductions and compensation actions, deferral of certain payments to the UAW VEBA, suspension of the dividend on common stock, reductions in sales and marketing budgets, the strategic review of the Hummer brand and production funding approval for the Chevrolet Volt extended range electric vehicle.

“As our recent product, capacity and liquidity actions clearly demonstrate, we are reacting rapidly to the challenges facing the U.S. economy and auto market, and we continue to take the aggressive steps necessary to transform our U.S. operations,” said GM Chairman and CEO Rick Wagoner. “We have the right plan for GM, driven by great products, building strong brands, fuel-economy technology leadership and taking full advantage of global growth opportunities.”

GM’s second quarter results were primarily driven by several factors: significant losses in GM North America (GMNA) due to continuing U.S. industry volume declines and shifts in vehicle mix, the long strike at American Axle and large lease-related charges; a number of special charges associated with GM’s ongoing restructuring actions; continued losses at GMAC Financial Services (GMAC) and updated estimates regarding recoveries and expectations of assumed benefit obligations in the Delphi bankruptcy.

GM recorded $9.1 billion of special items, predominantly non-cash in nature for the current quarter or near-term periods, which include:

• $3.3 billion relating to the 2008 GMNA hourly special attrition program

• $2.8 billion adjustment to the Delphi reserve

• $1.1 billion GMNA restructuring and capacity related costs

• $1.3 billion impairment of GM’s equity interest in GMAC

• $340 million Canadian Auto Workers contract-related accounting charges

• $197 million related to settlement of the strike at American Axle

Details on these and all other special items are in the financial highlights section of this release.

In addition, the GMNA adjusted net income results reflect a $1.6 billion charge related to lower residual values for off-lease vehicles. The total impact of declining residual values in GM’s second quarter earnings was $2.0 billion, including impairments of lease assets at both GMAC and GM.

Revenue for the second quarter was $38.2 billion, down from $46.7 billion in the year-ago quarter, which is more than accounted for by the decline in GMNA revenues. Combined revenues for the GM Europe (GME), GM Asia Pacific (GMAP) and GM Latin America, Africa and Middle East (GMLAAM) regions were $20.8 billion, up $1.7 billion over the same period 2007.

GM reports its automotive operations and regional results on an earnings-before-tax basis, with taxes reported on a total corporate basis.

GM Automotive Operations

The second quarter adjusted automotive loss of $4.0 billion ($9.1 billion reported) reflects the losses in GMNA driven largely by volume declines including the impact of the American Axle and local strikes as well as adjustments to lease vehicle residual reserves. In addition, GMAP results were negatively impacted by adjustments relating to hedge accounting. The losses were partially offset by exceptionally strong performance in the GMLAAM region and continued profitability in GME. The loss compares with adjusted automotive earnings from continuing operations of $1 billion in the second quarter of 2007 (reported earnings of $803 million).

2

GM sold 2.29 million vehicles worldwide in the second quarter, down 5 percent year over year. Sales in GMNA were down 20 percent, or 236,000 units versus the year-ago period, while sales outside of North America grew by 10 percent or 116,000 units. A record 65 percent of GM unit sales for the second quarter were outside the United States. Global market share was 12.3 percent, down 0.9 percent due to weakness in North America.

GMNA

	Second Quarter
	2008			2007			‘08 O/(U) ‘07
Revenue (bils.)	$	19.8		$	29.7		$	(9.9	)
Adjusted Earnings Before Tax	$	(4.4	) bil.	$	92	mil.	$	(4.5	) bil.
Reported Earnings Before Tax	$	(9.3	) bil.	$	(88	) mil.	$	(9.2	) bil.
GM Market Share		20.2	%		22.7	%		(2.5	) p.p.

GMNA revenue for the second quarter was $19.8 billion, down from $29.7 billion in the year-ago period. The decline was largely attributable to a markedly weaker U.S. auto market and lost production due to the work stoppage at American Axle, and at several GM facilities in May and June. Although volume overall was down 20 percent, some of GM’s most recently launched cars and crossovers continue to sell especially well, including the Chevrolet Malibu and Cadillac CTS, up 113 percent and 33 percent, respectively, over the year-ago period.

GMNA adjusted results reflect significantly lower volume resulting from overall industry deterioration, continued dealer stock reductions, the negative impact of industry segment shifts, model/option mix and an increase to lease vehicle residual reserves related to declining residual values. The results also reflect favorable structural and net material cost performance and pension/OPEB/manufacturing savings.

GME

	Second Quarter
	2008			2007			‘08 O/(U) ‘07
Revenue (bils.)	$	10.6		$	9.5		$	1.1
Adjusted Earnings Before Tax (mils.)	$	99		$	345		$	(246	)
Reported Earnings Before Tax (mils.)	$	20		$	315		$	(295	)
GM Market Share		9.4	%		9.4	%		0	p.p

GME achieved record second-quarter sales of 590,000 units, driven by 48 percent sales growth in Russia and exceptional performance of the Chevrolet brand, which saw a 19 percent increase in sales to 137,000 units and record market share of 2.2 percent in the second quarter. Material and structural cost performance improved during the quarter. However, unfavorable exchange rates and an economic slowdown in key markets including Spain, Italy and the U.K. had a significant impact on earnings.

GMLAAM

	Second Quarter
	2008			2007			‘08 O/(U) ‘07
Revenue (bils.)	$	5.1		$	4.3		$	.8
Adjusted Earnings Before Tax (mils.)	$	445		$	296		$	149
Reported Earnings Before Tax (mils.)	$	445		$	296		$	149
GM Market Share		17.5	%		16.8	%		0.7	p.p.

3

Improved mix, net pricing and material cost performance along with strong sales performance in key markets helped GMLAAM to improve its year-over-year earnings before tax by over 50 percent, to $445 million. Volume for the region was up nearly 18 percent over 2007, and quarterly sales records were set in Brazil, Chile, Egypt and North Africa.

GMAP

	Second Quarter
	2008			2007			‘08 O/(U) ‘07
Revenue (bils.)	$	5.2		$	5.3		$	(.1	)
Adjusted Earnings Before Tax (mils.)	$	(65	)	$	294		$	(359	)
Reported Earnings Before Tax (mils.)	$	(163	)	$	280		$	(443	)
GM Market Share		7	%		6.7	%		0.3	p.p.

The second quarter earnings for GMAP reflect a $285 million pretax accounting charge related to adjusting prior FAS133 hedge accounting, partially offset by gains in India and Thailand, and improved operating performance at Australia’s Holden.

GMAC

On a standalone basis, GMAC reported a net loss of $2.5 billion for the second quarter 2008. Affecting results were continuing large losses at Residential Capital, LLC (ResCap) related to asset sales, valuation adjustments and loan loss provisions, as well as a $716 million pre-tax impairment of lease assets in the automotive finance business as a result of lower used vehicle prices, particularly for SUVs. These items were partially offset by profitable results in the insurance and international auto finance businesses. GM reported an adjusted loss of $1.2 billion for the quarter attributable to GMAC, as a result of its 49 percent equity interest.

Following a first quarter impairment against its investment in GMAC, GM conducted further analysis in the second quarter to determine if additional impairments were required based on current fair value estimates. Factors considered include continued deterioration in the mortgage and consumer credit markets and a more challenging North American automotive financing environment. As a result, GM recorded impairment charges totaling $1.3 billion against its common and preferred equity interests in GMAC.

Cash and Liquidity

Reflecting the non-cash nature of many of the charges recorded in GM’s reported second-quarter results, cash, marketable securities, and readily-available assets of the Voluntary Employees’ Beneficiary Association (VEBA) trust totaled $21.0 billion on June 30, 2008, down from $23.9 billion on March 31, 2008. The change in liquidity reflects negative adjusted operating cash flow of $3.6 billion in the second quarter 2008, driven primarily by weaker results in GMNA. As of June 30, including undrawn, committed U.S. credit facilities of approximately $5 billion, GM has access to approximately $26 billion in liquidity. In July, GM provided notice to draw $1 billion under its secured revolving loan facility.

As announced on July 15, GM is taking operating and related actions to improve cash flow by approximately $10 billion through the end of 2009. In addition, the company has outlined plans to raise approximately $5 billion through capital markets activities and asset sales (See related news release). GM is confident that these initiatives, along with its current cash position and $4-5 billion of committed U.S. credit lines, will provide the company with ample liquidity to meet its operational needs through 2009.

4

Results for the second quarter of 2008 are preliminary and may be revised prior to the filing of GM’s quarterly Form 10-Q in August.

# # #

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

5

Forward Looking Statements

In these and following presentations and in related comments by General Motors management, we will use words like “expect,” “anticipate,” “estimate,” “forecast,” “objective,” “plan,” “goal,” “project,” “outlook,” “targets,” and similar expressions to identify forward looking statements that represent our current judgments about possible future events. We believe these judgments are reasonable, but actual results may differ materially due to a variety of important factors.

Among other items, such factors include: our ability to realize production efficiencies, to reduce costs and implement capital expenditures at levels and times planned by management; market acceptance of our products; shortages of and price increases for fuel; declines in the residual values of used and off-lease vehicles; significant changes in the competitive environment and the effect of competition on our markets, including on our pricing policies; our ability to maintain adequate liquidity and financing sources and an appropriate level of debt; the final results of investigations and inquiries by the SEC; court approval of the settlement agreement with the UAW and UAW retirees related to the 2007 national agreement; negotiations and bankruptcy court actions with respect to obligations owed to us by Delphi Corporation, a key supplier; possible downgrades for GMAC or ResCap by rating agencies; developments in the residential mortgage market, especially the nonprime sector; and changes in general economic conditions such as price increases or shortages of fuel, steel, or other raw materials.

GM’s most recent annual report on Form 10-K and quarterly report on Form 10-Q and current reports on Form 8-K (which are incorporated by reference) provide additional information about these factors, which we may revise or supplement in future reports to the SEC on Form 10-Q or 8-K.

6

General Motors Corporation

Use of Non-GAAP Financial Measures

     This press release, the accompanying tables and the charts for securities analysts include the following financial measures, which are not prepared in accordance with Accounting Principles Generally Accepted in the United States of America (GAAP): (1) adjusted net income; (2) adjusted earnings before tax; (3) managerial cash flow; and (4) GM North America vehicle revenue per unit. Each of these financial measures excludes the effect of certain items and therefore are considered non-GAAP financial measures. This press release and the charts for securities analysts also contain a reconciliation of each presented non-GAAP financial measure to its most comparable GAAP financial measure.

     Management believes these non-GAAP financial measures provide meaningful supplemental information regarding GM’s operating results because they exclude amounts that GM management does not consider part of operating results when assessing and measuring the operational and financial performance of the organization. In addition, GM has historically reported similar non-GAAP financial measures and believes that inclusion of these non-GAAP financial measures provides consistency and comparability with past earnings releases. GM management believes these measures allow it 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 and adjusted earnings before tax for forecasting purposes and in determining our future capital investment allocations. 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 comparable to similarly titled measures of other companies due to potential differences in the method of calculation between companies. Costs such as the special attrition programs 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 or liquidity 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 measures. 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.

Adjusted Net Income and Adjusted Earnings Before Tax

     Adjusted net income excludes charges for certain tax related items, gains and losses on the sale of business units and business interests, charges associated with accounting changes, restructuring, plant closure and impairment charges, charges associated with Delphi Corporation (Delphi) and special attrition program charges.

     Adjusted earnings before tax begins with adjusted net income and is adjusted to remove any remaining tax expense or benefit.

7

General Motors Corporation

Use of Non-GAAP Financial Measures (Continued)

The following is a discussion of each adjustment to net income or loss determined in accordance with GAAP to arrive at adjusted net income and adjusted earnings before tax, as applicable:

• Tax charges. Charges associated with establishing valuation allowances on GM’s deferred tax assets are excluded from adjusted net income. In addition, other tax related items may be periodically excluded from adjusted net income as these charges are incurred and specifically identified in that period. Management believes the exclusion of these tax charges from adjusted net income is useful because management does not consider these charges part of GM’s core earnings in evaluating the performance of the business and excludes these costs when evaluating the performance of the Corporation, its business units and its management team and when making decisions to allocate resources among GM’s business units.

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

• Changes in accounting. Our non-GAAP financial measures exclude charges associated with changes in accounting. Management believes the exclusion of changes in accounting from adjusted net income and adjusted earnings before tax is useful because management does not consider these non-recurring charges part of GM’s core earnings. Accordingly, management 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, plant closure charges and impairments. Our non-GAAP financial measures exclude exit costs and related charges, primarily consisting of severance costs, lease abandonment costs, product specific asset impairments, any subsequent changes in estimates related to exit activities and goodwill and other asset impairment charges. Management believes the exclusion of restructuring and impairment charges from adjusted net income and adjusted earnings before tax 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 determining the allocation of resources, such as capital investments, among the Corporation’s business units and as part of its forecasting and budgeting.

• Delphi charges. Our non-GAAP financial measures exclude the estimated charges associated with the benefit guarantees and comprehensive settlement agreements entered into with Delphi in connection with the restructuring of Delphi’s operations. 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.

• Special attrition program charges. Our non-GAAP financial measures exclude the estimated charges associated with: (1) the 2008 special attrition program agreements between GM and the International Union, United Automobile, Aerospace and Agricultural Workers of America (UAW) and GM and the International Union of Electronic, Electrical, Salaried, Machine and Furniture Workers (IUE) (collectively, 2008 Special Attrition Programs); and (2) the 2006 special attrition program agreement among GM, the UAW and Delphi (2006 Special Attrition Program). Management believes it is useful in evaluating the performance of GM, its management teams and its business units during a particular time period to exclude charges associated with special attrition programs. Accordingly, management does not consider these costs as part of its core earnings, 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.

8

General Motors Corporation

Use of Non-GAAP Financial Measures (Concluded)

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 charts for securities analysts also include the use of a non-GAAP measure 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 provides valuable information to investors who are interested in identifying trends and comparing different companies. Revenue per vehicle includes certain vehicle 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 fees on the GM credit card. Also, while they are not treated as sales under GAAP reporting because of GM’s repurchase obligations, management includes sales to daily car rental companies in revenue per vehicle.

Change in Presentation

     Prior period results have been reclassified for the retroactive effect of discontinued operations. Certain reclassifications have been made to the comparative 2007 financial information to conform to the current period presentation.

9

General Motors Corporation
List of Special Items
2008

(Dollars in millions except per share amounts)
(Unaudited)

	Second Quarter 2008						Year to Date 2008
	Earnings			EPS			Earnings			EPS
REPORTED
Net Loss – Basic and Diluted *	$	(15,471	)	$	(27.33	)	$	(18,722	)	$	(33.07	)
ADJUSTMENTS
Pre-Tax Adjustments:
Restructuring and 2008 Special Attrition Programs (A)	$	4,551					$	4,875
Delphi (B)		2,753						3,484
Impairment charges related to investment in GMAC LLC (C)		1,334						2,786
Canadian Auto Workers labor contract (D)		340						340
American Axle (E)		197						197
Gain on sale of investment (F)		(50	)					(50	)
		9,125						11,632
Tax related:
Valuation allowance on net deferred tax assets (G)		—						394
Total Adjustments	$	9,125		$	16.12		$	12,026		$	21.24
ADJUSTED
Adjusted Loss – Basic and Diluted *	$	(6,346	)	$	(11.21	)	$	(6,696	)	$	(11.83	)

* See average shares outstanding on page 14.

10

General Motors Corporation
List of Special Items
2008

(Unaudited)

(A)	Relates to various restructuring initiatives and the 2008 Special Attrition Programs. Charges recorded by region are as follows:
	GMNA: Second quarter charges of $3.3 billion were recorded for the 2008 Special Attrition Programs, including: (1) a $2.4 billion curtailment loss on the U.S. hourly pension plan due to a reduction in the expected aggregate years of future service as a result of employees accepting the voluntary program; (2) $633 million for special termination benefits and retirement incentive payments paid from the overfunded U.S. hourly pension plan; and (3) $312 million for cash payments to separating employees or those taking preretirement leave. We have recorded year to date charges of $3.5 billion for preretirement and retirement pension and benefit incentives and cash buyouts for employees leaving under the 2008 Special Attrition Programs.
	During the second quarter, we also recorded charges of $1.1 billion for additional wage and benefit costs related to the recently announced capacity actions and plant idlings in the U.S. and Canada.
	GME: Second quarter charges of $79 million and year to date charges of $202 million were recognized for separation programs, primarily in Belgium, France, Germany and Sweden.
	GMAP: Second quarter and year to date charges of $98 million were recorded for the closure of the Family II engine plant at GM Holden, Ltd. (GM Holden), which was announced in June 2008.

(B) Second quarter charges of $2.8 billion and year to date charges of $3.5 billion were recorded for increased liabilities under our Delphi Benefit Guarantee Agreements, primarily due to expectations of increased obligations and updated estimates reflecting the nature, value and timing of our recoveries upon Delphi’s emergence from bankruptcy.

(C) Second quarter charges of $1.3 billion and year to date charges of $2.8 billion to record impairments of our investment in Common and Preferred Membership Interests of GMAC LLC.

(D) Relates to a change in the estimate of the amortization period for pension prior service costs related to our hourly defined benefit pension plan in Canada. In conjunction with our 2008 Canadian Auto Workers (CAW) labor agreement, we determined that the three year contractual life of the labor agreement is a better reflection of the period of future economic benefit received from pension plan amendments for our collectively bargained hourly pension plans. We recorded a second quarter charge of $340 million for additional pension expense related to the unamortized prior service costs from prior CAW labor contracts.

(E) Relates to our agreement to provide upfront support to American Axle to end the work stoppage that affected approximately 30 GM plants in North America. Our support partially funds American Axle’s costs associated with UAW employee buyouts, early retirements and buydowns.

(F) Relates to a second quarter gain of $50 million on the sale of our common equity interest in Electro-Motive Diesel, Inc.

(G) Relates to a first quarter net charge for a valuation allowance on GM’s net deferred tax assets in Spain and the United Kingdom.

11

General Motors Corporation
List of Special Items
2007

(Dollars in millions except per share amounts)
(Unaudited)

	Second Quarter 2007					Year to Date 2007
	Earnings			EPS		Earnings			EPS
REPORTED
Income from continuing operations	$	784		$	1.38	$	742		$	1.31
Income from discontinued operations		107			0.19		211			0.37
Net Income – Basic *	$	891		$	1.57	$	953		$	1.68
Net Income – Diluted *				$	1.56				$	1.67
ADJUSTMENTS
Pre-Tax Adjustments:
Delphi (A)	$	575				$	575
Restructuring/Special attrition program (B)		130					208
Product specific asset impairments (C)		100					108
Plant closures (D)		(6	)				(47	)
		799					844
Tax Related Adjustments:
Income tax impact of pre-tax adjustments		(279	)				(292	)
Total Adjustments – Continuing Operations	$	520		$	0.92	$	552		$	0.98
ADJUSTED
Income from continuing operations	$	1,304		$	2.30	$	1,294		$	2.29
Income from discontinued operations		107			0.19		211			0.37
Adjusted Income – Basic *	$	1,411		$	2.49	$	1,505		$	2.66
Adjusted Income – Diluted *				$	2.48				$	2.64

* See average shares outstanding on page 14.

12

General Motors Corporation
List of Special Items
2007

(Unaudited)

(A) GM, Delphi and the UAW entered into a Memorandum of Understanding (MOU) in June 2007. During the second quarter of 2007, GM recorded a charge of $575 million to increase our estimated liability under our Delphi Benefit Guarantee Agreements and to establish liabilities for certain commitments in connection with the Delphi reorganization plan outlined in the MOU.

(B)	Relates to various restructuring initiatives and the 2006 Special Attrition Program. Charges recorded by region are as follows:
	GMNA: Second quarter charges of $97 million and year to date net adjustments of $95 million were recorded for our plant closing reserves. Also includes first quarter curtailment gains of $14 million and second quarter and year to date favorable adjustments of $6 million and $10 million, respectively, under the 2006 Special Attrition Program.
	GME: Second quarter charges of $30 million and year to date charges of $87 million were recorded for separation programs, primarily in Germany and Sweden.
	GMAP: Second quarter charges of $9 million and year to date charges of $50 million were recorded for voluntary separation programs at one of GM Holden’s Australian facilities as a result of increased plant efficiency.

(C)	Relates to second quarter charges of $100 million and year to date charges of $108 million for product specific asset impairments. Charges recorded by region are as follows:
	GMNA: Charges of $95 million were recognized during the second quarter for product specific asset impairments.
	GMAP: Second quarter charges of $5 million and year to date charges of $13 million for product specific asset impairments at GM Holden, which were triggered by reductions in the production forecast.

(D) Relates to a first quarter curtailment gain of $38 million and year to date favorable reserve adjustments of $9 million at GMNA related to the closure of two former component plants.

13

General Motors Corporation
Summary Corporate Financial Results

(Dollars in millions except per share amounts)
(Unaudited)

	Second Quarter						Year to Date
	2008			2007			2008			2007
REPORTED
Total net sales and revenue	$	38,156		$	46,677		$	80,645		$	89,904
Income (loss) from continuing operations	$	(15,471	)	$	784		$	(18,722	)	$	742
Income from discontinued operations	$	—		$	107		$	—		$	211
Net income (loss)	$	(15,471	)	$	891		$	(18,722	)	$	953
Net margin from continuing operations *		(40.7	)%		1.7	%		(23.2	)%		0.8	%
Earnings (loss) per share – basic
Continuing operations	$	(27.33	)	$	1.38		$	(33.07	)	$	1.31
Income from discontinued operations		—			0.19			—			0.37
Net income (loss)	$	(27.33	)	$	1.57		$	(33.07	)	$	1.68
Earnings (loss) per share – diluted
Continuing operations	$	(27.33	)	$	1.37		$	(33.07	)	$	1.30
Income from discontinued operations		—			0.19			—			0.37
Net income (loss)	$	(27.33	)	$	1.56		$	(33.07	)	$	1.67
ADJUSTED
Total net sales and revenue	$	38,156		$	46,677		$	80,645		$	89,904
Income (loss) from continuing operations	$	(6,346	)	$	1,304		$	(6,696	)	$	1,294
Income from discontinued operations	$	—		$	107		$	—		$	211
Net income (loss)	$	(6,346	)	$	1,411		$	(6,696	)	$	1,505
Net margin from continuing operations *		(16.7	)%		2.8	%		(8.3	)%		1.4	%
Earnings (loss) per share – basic
Income (loss) from continuing operations	$	(11.21	)	$	2.30		$	(11.83	)	$	2.29
Income from discontinued operations		—			0.19			—			0.37
Net income (loss)	$	(11.21	)	$	2.49		$	(11.83	)	$	2.66
Earnings (loss) per share – diluted
Income (loss) from continuing operations	$	(11.21	)	$	2.29		$	(11.83	)	$	2.27
Income from discontinued operations		—			0.19			—			0.37
Net income (loss)	$	(11.21	)	$	2.48		$	(11.83	)	$	2.64

See reconciliation of adjusted financial results on pages 15 – 21.

* Calculated as Income (loss) from continuing operations / Total net sales and revenue.

14

General Motors Corporation
Summary Corporate Financial Results

(Unaudited)

	Second Quarter				Year to Date
	2008		2007		2008		2007
	(Millions)
GM common stock average shares outstanding:
Reported (GAAP):
Basic shares		566		566		566		566
Diluted shares		566		569		566		569
Adjusted (Non-GAAP):
Basic shares		566		566		566		566
Diluted shares		566		569		566		569
Cash dividends per share of common stock	$	0.25	$	0.25	$	0.50	$	0.50

	(Billions)
Automotive cash & marketable securities and readily-available assets in VEBA at June 30:
Automotive cash & marketable securities	$	20.5	$	23.6
Readily–available assets in VEBA		0.5		3.6
Total automotive cash & marketable securities and readily-available assets in VEBA	$	21.0	$	27.2

	(Millions)
Automotive Operations:
Depreciation and impairment	$	1,179	$	1,219	$	2,405	$	2,464
Amortization and impairment of special tools		827		850		1,599		1,570
Amortization of intangible assets		20		18		40		35
Total	$	2,026	$	2,087	$	4,044	$	4,069

15

General Motors Corporation
Summary Corporate Financial Results

(Dollars in millions)
(Unaudited)

Second Quarter
2008 and 2007

	Reported						Special Items				Adjusted
	2008			2007			2008		2007		2008			2007
Net sales and revenue:
GMNA	$	19,820		$	29,663		$	—	$	—	$	19,820		$	29,663
GME		10,579			9,512			—		—		10,579			9,512
GMLAAM		5,109			4,333			—		—		5,109			4,333
GMAP		5,158			5,287			—		—		5,158			5,287
Auto Elimination (a)		(2,993	)		(3,012	)		—		—		(2,993	)		(3,012	)
Total GMA		37,673			45,783			—		—		37,673			45,783
Corporate & Other		—			—			—		—		—			—
Total Auto & Other		37,673			45,783			—		—		37,673			45,783
GMAC		—			—			—		—		—			—
Other Financing		483			894			—		—		483			894
Total Financing		483			894			—		—		483			894
Total	$	38,156		$	46,677		$	—	$	—	$	38,156		$	46,677
Income (loss) from continuing operations before income taxes, other equity income and minority interests:
GMNA	$	(9,334	)	$	(98	)	$	4,911	$	180	$	(4,423	)	$	82
GME		12			312			79		30		91			342
GMLAAM		442			295			—		—		442			295
GMAP		(359	)		282			98		14		(261	)		296
Auto Elimination (a)		(14	)		(1	)		—		—		(14	)		(1	)
Total GMA		(9,253	)		790			5,088		224		(4,165	)		1,014
Corporate & Other (a)		(3,499	)		(579	)		2,703		575		(796	)		(4	)
Total Auto & Other		(12,752	)		211			7,791		799		(4,961	)		1,010
GMAC		(2,551	)		154			1,334		—		(1,217	)		154
Other Financing (a)		(55	)		86			—		—		(55	)		86
Total Financing		(2,606	)		240			1,334		—		(1,272	)		240
Total	$	(15,358	)	$	451		$	9,125	$	799	$	(6,233	)	$	1,250

See footnotes on page 23.

16

General Motors Corporation
Summary Corporate Financial Results

(Dollars in millions)
(Unaudited)

Second Quarter
2008 and 2007

	Reported						Special Items				Adjusted
	2008			2007			2008		2007		2008			2007
Equity income (loss), net of tax:
GMNA	$	(6	)	$	27		$	—	$	—	$	(6	)	$	27
GME		21			12			—		—		21			12
GMLAAM		9			8			—		—		9			8
GMAP		104			122			—		—		104			122
Auto Elimination		—			1			—		—		—			1
Total GMA		128			170			—		—		128			170
Corporate & Other		—			—			—		—		—			—
Total Auto & Other		128			170			—		—		128			170
GMAC		—			—			—		—		—			—
Other Financing		—			—			—		—		—			—
Total Financing		—			—			—		—		—			—
Total	$	128		$	170		$	—	$	—	$	128		$	170
Minority interests, net of tax:
GMNA	$	(6	)	$	(17	)	$	—	$	—	$	(6	)	$	(17	)
GME		(13	)		(9	)		—		—		(13	)		(9	)
GMLAAM		(6	)		(7	)		—		—		(6	)		(7	)
GMAP		92			(124	)		—		—		92			(124	)
Auto Elimination		—			—			—		—		—			—
Total GMA		67			(157	)		—		—		67			(157	)
Corporate & Other		(1	)		—			—		—		(1	)		—
Total Auto & Other		66			(157	)		—		—		66			(157	)
GMAC		—			—			—		—		—			—
Other Financing		1			—			—		—		1			—
Total Financing		1			—			—		—		1			—
Total	$	67		$	(157	)	$	—	$	—	$	67		$	(157	)

See footnotes on page 23.

17

General Motors Corporation
Summary Corporate Financial Results

(Dollars in millions)
(Unaudited)

Second Quarter
2008 and 2007

	Reported						Special Items				Adjusted
	2008			2007			2008		2007		2008			2007
Pre-tax earnings (loss): *
GMNA	$	(9,346	)	$	(88	)	$	4,911	$	180	$	(4,435	)	$	92
GME		20			315			79		30		99			345
GMLAAM		445			296			—		—		445			296
GMAP		(163	)		280			98		14		(65	)		294
Auto Elimination (a)		(14	)		—			—		—		(14	)		—
Total GMA		(9,058	)		803			5,088		224		(3,970	)		1,027
Corporate & Other (a)		(3,500	)		(579	)		2,703		575		(797	)		(4	)
Total Auto & Other		(12,558	)		224			7,791		799		(4,767	)		1,023
GMAC		(2,551	)		154			1,334		—		(1,217	)		154
Other Financing (a)		(54	)		86			—		—		(54	)		86
Total Financing		(2,605	)		240			1,334		—		(1,271	)		240
Total	$	(15,163	)	$	464		$	9,125	$	799	$	(6,038	)	$	1,263
Income tax expense (benefit):
Corporate & Other	$	1,045		$	(364	)	$	—	$	279	$	1,045		$	(85	)
Other Financing (a)		(737	)		44			—		—		(737	)		44
Total	$	308		$	(320	)	$	—	$	279	$	308		$	(41	)

See footnotes on page 23.

* Defined here as Income (loss) from continuing operations before income taxes and after equity income and minority interests.

18

General Motors Corporation
Summary Corporate Financial Results

(Dollars in millions)
(Unaudited)

Year to Date
2008 and 2007

	Reported						Special Items				Adjusted
	2008			2007			2008		2007		2008			2007
Net sales and revenue:
GMNA	$	44,363		$	57,720		$	—	$	—	$	44,363		$	57,720
GME		20,488			17,983			—		—		20,488			17,983
GMLAAM		9,872			7,910			—		—		9,872			7,910
GMAP		10,454			9,695			—		—		10,454			9,695
Auto Elimination (a)		(5,560	)		(5,234	)		—		—		(5,560	)		(5,234	)
Total GMA		79,617			88,074			—		—		79,617			88,074
Corporate & Other		—			—			—		—		—			—
Total Auto & Other		79,617			88,074			—		—		79,617			88,074
GMAC		—			—			—		—		—			—
Other Financing		1,028			1,830			—		—		1,028			1,830
Total Financing		1,028			1,830			—		—		1,028			1,830
Total	$	80,645		$	89,904		$	—	$	—	$	80,645		$	89,904
Income (loss) from continuing operations before income taxes, other equity income and minority interests:
GMNA	$	(10,129	)	$	(309	)	$	5,112	$	119	$	(5,017	)	$	(190	)
GME		81			314			202		87		283			401
GMLAAM		960			550			—		—		960			550
GMAP		(157	)		376			98		63		(59	)		439
Auto Elimination (a)		(12	)		(8	)		—		—		(12	)		(8	)
Total GMA		(9,257	)		923			5,412		269		(3,845	)		1,192
Corporate & Other (a)		(4,528	)		(789	)		3,434		575		(1,094	)		(214	)
Total Auto & Other		(13,785	)		134			8,846		844		(4,939	)		978
GMAC		(4,279	)		20			2,786		—		(1,493	)		20
Other Financing (a)		49			140			—		—		49			140
Total Financing		(4,230	)		160			2,786		—		(1,444	)		160
Total	$	(18,015	)	$	294		$	11,632	$	844	$	(6,383	)	$	1,138

See footnotes on page 23.

19

General Motors Corporation
Summary Corporate Financial Results

(Dollars in millions)
(Unaudited)

Year to Date
2008 and 2007

	Reported						Special Items				Adjusted
	2008			2007			2008		2007		2008			2007
Equity income (loss), net of tax:
GMNA	$	(26	)	$	40		$	—	$	—	$	(26	)	$	40
GME		34			20			—		—		34			20
GMLAAM		14			14			—		—		14			14
GMAP		238			249			—		—		238			249
Auto Elimination		—			1			—		—		—			1
Total GMA		260			324			—		—		260			324
Corporate & Other		—			2			—		—		—			2
Total Auto & Other		260			326			—		—		260			326
GMAC		—			—			—		—		—			—
Other Financing		—			—			—		—		—			—
Total Financing		—			—			—		—		—			—
Total	$	260		$	326		$	—	$	—	$	260		$	326
Minority interests, net of tax:
GMNA	$	(3	)	$	(27	)	$	—	$	—	$	(3	)	$	(27	)
GME		(20	)		(15	)		—		—		(20	)		(15	)
GMLAAM		(12	)		(14	)		—		—		(12	)		(14	)
GMAP		42			(202	)		—		—		42			(202	)
Auto Elimination		—			—			—		—		—			—
Total GMA		7			(258	)		—		—		7			(258	)
Corporate & Other		(1	)		(1	)		—		—		(1	)		(1	)
Total Auto & Other		6			(259	)		—		—		6			(259	)
GMAC		—			—			—		—		—			—
Other Financing		(12	)		—			—		—		(12	)		—
Total Financing		(12	)		—			—		—		(12	)		—
Total	$	(6	)	$	(259	)	$	—	$	—	$	(6	)	$	(259	)

See footnotes on page 23.

20

General Motors Corporation
Summary Corporate Financial Results

(Dollars in millions)
(Unaudited)

Year to Date
2008 and 2007

	Reported						Special Items					Adjusted
	2008			2007			2008			2007		2008			2007
Pre-tax earnings (loss): *
GMNA	$	(10,158	)	$	(296	)	$	5,112		$	119	$	(5,046	)	$	(177	)
GME		95			319			202			87		297			406
GMLAAM		962			550			—			—		962			550
GMAP		123			423			98			63		221			486
Auto Elimination (a)		(12	)		(7	)		—			—		(12	)		(7	)
Total GMA		(8,990	)		989			5,412			269		(3,578	)		1,258
Corporate & Other (a)		(4,529	)		(788	)		3,434			575		(1,095	)		(213	)
Total Auto & Other		(13,519	)		201			8,846			844		(4,673	)		1,045
GMAC		(4,279	)		20			2,786			—		(1,493	)		20
Other Financing (a)		37			140			—			—		37			140
Total Financing		(4,242	)		160			2,786			—		(1,456	)		160
Total	$	(17,761	)	$	361		$	11,632		$	844	$	(6,129	)	$	1,205
Income tax expense (benefit):
Corporate & Other	$	1,690		$	(431	)	$	(394	)	$	292	$	1,296		$	(139	)
Other Financing (a)		(729	)		50			—			—		(729	)		50
Total	$	961		$	(381	)	$	(394	)	$	292	$	567		$	(89	)

See footnotes on page 23.

* Defined here as Income (loss) from continuing operations before income taxes and after equity income and minority interests.

21

General Motors Corporation
Summary Corporate Financial Results

(Dollars in billions)
(Unaudited)

	Second Quarter						Year to Date
	2008			2007			2008			2007
Automotive & Other Adjusted Operating Cash Flow:
Total Auto & Other pre-tax earnings (loss)*	$	(12.6	)	$	0.2		$	(13.5	)	$	0.2
Depreciation and amortization		2.0			2.1			4.0			4.1
Capital expenditures		(2.2	)		(1.7	)		(4.1	)		(2.9	)
Change in receivables, payables and inventory		0.6			0.2			(1.5	)		0.2
Pension/OPEB expense (net of payments)		2.7			(0.5	)		2.0			(1.0	)
VEBA		—			(1.0	)		—			(1.0	)
Accrued expenses and other		5.9			1.8			5.9			1.8
Total Auto & Other Adjusted Operating Cash Flow	$	(3.6	)	$	1.1		$	(7.2	)	$	1.4

* Defined here as Income (loss) from continuing operations before income taxes and after equity income and minority interests.

22

General Motors Corporation
Operating Statistics

(Unaudited)

	Second Quarter						Year to Date
	2008			2007			2008			2007
				(Units in thousands)
Worldwide Production Volume:
GMNA – Cars		382			402			742			801
GMNA – Trucks		452			740			977			1,404
Total GMNA		834			1,142			1,719			2,205
GME		495			464			988			975
GMLAAM		276			233			519			455
GMAP *		619			571			1,231			1,115
Total Worldwide **		2,224			2,410			4,457			4,750
Vehicle Unit Deliveries:
Chevrolet – Cars		206			218			388			405
Chevrolet – Trucks		278			376			577			737
Pontiac		80			96			153			175
GMC		93			131			197			241
Buick		33			47			71			90
Saturn		54			69			102			126
Cadillac		42			51			89			98
Other		13			26			28			51
Total United States		799			1,014			1,605			1,923
Canada, Mexico and Other		165			186			306			333
Total GMNA		964			1,200			1,911			2,256
GME		590			575			1,161			1,129
GMLAAM		346			294			670			564
GMAP *		387			338			798			726
Total Worldwide **		2,287			2,407			4,540			4,675
Market Share:
United States – Cars		17.1	%		19.4	%		18.0	%		19.4	%
United States – Trucks		24.3	%		26.0	%		24.6	%		25.7	%
Total United States		20.4	%		22.8	%		21.3	%		22.8	%
Total GMNA		20.2	%		22.7	%		20.9	%		22.6	%
Total GME		9.4	%		9.4	%		9.5	%		9.5	%
Total GMLAAM		17.5	%		16.8	%		17.5	%		16.6	%
Total GMAP *		7.0	%		6.7	%		7.0	%		6.9	%
Total Worldwide		12.3	%		13.2	%		12.4	%		13.1	%
U.S. Retail/Fleet Mix:
% Fleet Sales — Cars		23.9	%		33.2	%		28.5	%		34.8	%
% Fleet Sales — Trucks		23.0	%		22.3	%		22.4	%		20.4	%
Total Vehicles		23.4	%		26.7	%		25.0	%		26.1	%
GMNA Capacity Utilization ***		71.0	%		94.9	%		73.6	%		91.5	%

*	GMAP production and sales volume includes SAIC-GM Wuling Automobile Co. Ltd. (SGMW) joint venture vehicles. We own 34% of SGMW and under the joint venture agreement have significant rights as a member as well as the contractual right to report SGMW sales in China as part of our global market share.
**	Total Worldwide may include rounding differences.
***	Two shift rated, annualized.

23

General Motors Corporation
Operating Statistics

(Unaudited)

	Second Quarter						Year to Date
	2008			2007			2008			2007
GMAC’s share of GM retail sales
Total consumer volume (retail and lease) as % of retail (North America only)		43	%		45	%		46	%		45	%
SmartLease/SmartBuy as % of retail (U.S. only)		14	%		16	%		17	%		16	%

	(Thousands)
Worldwide Employment at June 30:
United States – Hourly (b)		72	83
United States – Salaried (b)		32	33
Total United States		104	116
Canada, Mexico and Other		29	30
GMNA		133	146
GME		57	59
GMLAAM		36	33
GMAP		35	33
Other		2	3
Total GM		263	274

	(Billions)
Worldwide Payroll	$	4.2	$	4.4	$	8.5	$	9.0

Footnotes:

(a)	Auto Eliminations, Corporate & Other and Other Financing include inter-company eliminations.
(b)	Includes approximately 2,000 hourly and 1,100 salary employees of Allison Transmission at June 30, 2007.

24

GENERAL MOTORS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in millions, except per share amounts)
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Net sales and revenue
Automotive sales	$	37,673		$	45,783		$	79,617		$	88,074
Financial services and insurance revenue		483			894			1,028			1,830
Total net sales and revenue		38,156			46,677			80,645			89,904
Costs and expenses
Automotive cost of sales		43,546			41,666			81,698			80,395
Selling, general and administrative expense		3,754			3,293			7,453			6,604
Financial services and insurance expense		579			811			1,075			1,694
Other expenses		2,753			575			3,484			575
Total costs and expenses		50,632			46,345			93,710			89,268
Operating income (loss)		(12,476	)		332			(13,065	)		636
Equity in income (loss) of GMAC LLC		(1,930	)		118			(3,542	)		(65	)
Automotive and other interest expense		(721	)		(681	)		(1,495	)		(1,480	)
Automotive interest income and other non-operating income (loss), net		(231	)		682			87			1,203
Income (loss) from continuing operations before income taxes, equity income and minority interests		(15,358	)		451			(18,015	)		294
Income tax expense (benefit)		308			(320	)		961			(381	)
Equity income, net of tax		128			170			260			326
Minority interests, net of tax		67			(157	)		(6	)		(259	)
Income (loss) from continuing operations		(15,471	)		784			(18,722	)		742
Income from discontinued operations, net of tax		—			107			—			211
Net income (loss)	$	(15,471	)	$	891		$	(18,722	)	$	953
Basic earnings (loss) per share:
Continuing operations	$	(27.33	)	$	1.38		$	(33.07	)	$	1.31
Discontinued operations		—			0.19			—			0.37
Total	$	(27.33	)	$	1.57		$	(33.07	)	$	1.68
Weighted average common shares outstanding, basic (millions)		566			566			566			566
Diluted earnings (loss) per share:
Continuing operations	$	(27.33	)	$	1.37		$	(33.07	)	$	1.30
Discontinued operations		—			0.19			—			0.37
Total	$	(27.33	)	$	1.56		$	(33.07	)	$	1.67
Weighted average common shares outstanding, diluted (millions)		566			569			566			569
Cash dividends per share	$	0.25		$	0.25		$	0.50		$	0.50

25

GENERAL MOTORS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions)
(Unaudited)

	June 30,			December 31,			June 30,
	2008			2007			2007
ASSETS
Current Assets
Cash and cash equivalents	$	19,356		$	24,549		$	22,040
Marketable securities		1,150			2,139			1,573
Total cash and marketable securities		20,506			26,688			23,613
Accounts and notes receivable, net		8,946			9,659			10,233
Inventories		17,744			14,939			15,073
Assets held for sale		—			—			683
Equipment on operating leases, net		4,669			5,283			5,889
Other current assets and deferred income taxes		3,576			3,566			12,471
Total current assets		55,441			60,135			67,962
Financing and Insurance Operations Assets
Cash and cash equivalents		198			268			258
Investments in securities		214			215			192
Equipment on operating leases, net		3,804			6,712			9,145
Equity in net assets of GMAC LLC		3,454			7,079			7,555
Other assets		2,807			2,715			2,819
Total Financing and Insurance Operations assets		10,477			16,989			19,969
Non-Current Assets
Equity in net assets of nonconsolidated affiliates		2,367			1,919			2,000
Property, net		44,038			43,017			41,404
Goodwill and intangible assets, net		1,070			1,066			973
Deferred income taxes		1,014			2,116			32,449
Prepaid pension		17,991			20,175			18,305
Other assets		3,648			3,466			3,577
Total non-current assets		70,128			71,759			98,708
Total Assets	$	136,046		$	148,883		$	186,639
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable (principally trade)	$	30,097		$	29,439		$	30,742
Short-term borrowings and current portion of long-term debt		8,008			6,047			5,150
Liabilities related to assets held for sale		—			—			526
Accrued expenses		37,373			34,822			34,621
Total current liabilities		75,478			70,308			71,039
Financing and Insurance Operations Liabilities
Debt		2,753			4,908			7,133
Other liabilities and deferred income taxes		884			905			855
Total Financing and Insurance Operations liabilities		3,637			5,813			7,988
Non-Current Liabilities
Long-term debt		32,450			33,384			34,134
Postretirement benefits other than pensions		47,476			47,375			48,353
Pensions		11,774			11,381			11,654
Other liabilities and deferred income taxes		20,825			16,102			15,972
Total non-current liabilities		112,525			108,242			110,113
Total liabilities		191,640			184,363			189,140
Commitments and contingencies
Minority interests		1,376			1,614			1,268
Stockholders’ Deficit
Preferred stock, no par value, 6,000,000 shares authorized, no shares issued and outstanding		—			—			—
Common stock, $1 2/3 par value (2,000,000,000 shares authorized, 756,637,541 and 566,162,598 shares issued and outstanding as of June 30, 2008, respectively, 756,637,541 and 566,059,249 shares issued and outstanding as of December 31, 2007, respectively, and 756,637,541 and 565,864,695 shares issued and outstanding as of June 30, 2007, respectively)		944			943			943
Capital surplus (principally additional paid-in capital)		15,335			15,319			15,255
Accumulated deficit		(58,470	)		(39,392	)		577
Accumulated other comprehensive loss		(14,779	)		(13,964	)		(20,544	)
Total stockholders’ deficit		(56,970	)		(37,094	)		(3,769	)
Total Liabilities, Minority Interests and Stockholders’ Deficit	$	136,046		$	148,883		$	186,639

26

EX-99.2

Exhibit 99.2

Preliminary 2008 Second Quarter Results

Forward Looking Statements 1 In this presentation and in related comments by our management, our use of the words "expect," "anticipate," "estimate," "goal," "target," "believe," "improve," "intend," "potential," "continue," "designed," "opportunity," "risk," "may," "would," "could," "should," "project," "projected," "positioned" or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. The most recent reports on SEC Forms 10-K, 10-Q and 8-K filed by us or GMAC provide information about these and other factors, which may be revised or supplemented in future reports to the SEC on those forms. Unless specifically required by law, we assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances.

Second Quarter Operational Highlights 2 Global market share of 12.3%, down 0.9 p.p. vs. Q2 2007 due to weak North American industry and weaker share Share up 0.3 p.p. outside GMNA on gains in every region Global automotive revenue down sharply, more than explained by GMNA decline due to industry volume/mix GMNA continues to demonstrate strong cost performance driven by improvements in manufacturing productivity Special attrition program executed in the U.S., positioning GMNA for continued manufacturing cost performance Labor agreement negotiated with the CAW and work stoppages related to American Axle and local agreement negotiations resolved

Liquidity Planning Assumptions 3 As announced July 15, for liquidity planning purposes GM has developed actions based on conservative U.S. industry assumptions: Plan designed to emphasize aggressive operating actions that can be implemented quickly without reliance on capital markets Asset sales and debt financing elements also incorporated to balance plan Actions projected to improve liquidity thru 2009 by ~$15B vs. prior plan Key GMNA Liquidity Planning Assumptions 2007 2008E 2009E U.S. Light Industry* (Millions Units) 16.2 14.0 14.0 GM U.S. Share (% of Total Industry) 23.5% ~21% ~21% Average Oil Price ($/Bbl) $72 $120-140 $130-150 Industry Large PU/Utility Mix 17.2% 12.7% 12.3% * Note: U.S. Light Industry excludes ~300K units per year of medium- and heavy-duty trucks

Liquidity Plan Improvements 4 Cumulative Cash Impact Through YE 2009 GMNA Structural Cost ~$2.5B Salaried Employment & OPEB Savings ~$1.5B Capital Expenditure Reductions ~$1.5B Working Capital Improvements ~$2.0B UAW VEBA Payment Deferrals ~$1.7B Dividend Suspension ~$0.8B Total Operating/Other Actions ~$10B Asset Sales ~$2-4B Capital Markets Activities ~$2-3B Total Asset/Financing Actions ~$5B Total Liquidity Plan Actions ~$15B

Balanced Set of Operational Actions 5 Steady cadence of aggressive operating, product and liquidity actions announced over last 60 days in response to weakening U.S. industry conditions Capacity/Structural Cost Production cessation at four truck plants Shift reductions at two additional truck plants Salaried headcount reductions and compensation actions Elimination of post-65 salaried retiree healthcare Reduction in sales, marketing and overhead expenses Cash Flow/Liquidity Reduced or retimed capex spending Aggressive inventory reduction initiatives Deferral of certain UAW VEBA contributions Suspension of dividend Product/Powertrains Shifts added at two key car plants New global Chevrolet small car announced Next generation Aveo announced New high-efficiency 4-cylinder for U.S. Production funding for Chevrolet Volt Strategic review of Hummer brand

Second Quarter Financial Highlights 6 GAAP net loss of $(15.5)B, $(27.33) EPS including special items of $(9.1)B Adjusted net loss of $(6.3)B, $(11.21) EPS, excluding special items Includes $(2.0)B related to lease asset impairments and lease reserve adjustments; $(2.4)B at combined GM/GMAC level Adjusted automotive earnings before tax (EBT) of $(4.0)B, down $5B vs. Q2 2007 (excluding discontinued operations) largely on weakness in GMNA Adjusted GMAC results recognized by GM of $(1.2)B Adjusted automotive operating cash flow (OCF) of $(3.6)B Q2 gross automotive liquidity of $21.0B

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

Second 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's core performance

GMNA Special Attrition Program 9 GM Special Attrition Program (SAP) yielded approximately 19k hourly participants Approximately 17k retirements Approximately 2k voluntary separations $3.3B pretax charge taken in Q2 related to costs associated with SAP $2.4B related to pension and benefits, principally due to curtailments to immediately recognize pension expense previously expected to be recognized over longer periods of employment $0.6B related to retirement incentive payments (paid from overfunded hourly pension plan) $0.3B related to cash payments to separating employees or those taking pre-retirement leave and receiving reduced wages until normal retirement Over 90% of participating employees have left operations as of July 1

GMNA Restructuring Related 10 Significant GMNA capacity actions announced in Q2 to better align manufacturing footprint with rapidly evolving U.S. industry conditions April: Announced shift reductions at four fullsize truck plants in the U.S. and Canada May: Announced production cessation at Windsor Transmission plant June: Announced production cessation at four fullsize truck plants, including two previously planned for shift reductions only $1.1B pretax charge taken in Q2 to reflect estimated wage and benefit costs associated with employees impacted by these capacity actions Includes curtailments of related Canadian pension plans Reflects estimated adjustments for employees participating in SAP and thus comprehended in charges taken for that program

CAW Contract Related 11 2008 Canadian Auto Workers labor agreement ratified in May Associated pretax charge of $340 million taken in Q2 principally due to immediate recognition of unamortized prior service cost related to pension benefit increases from prior contracts Consistent with 2007 UAW Labor Agreement, determined that life of contract a preferable period of economic benefit for amortizing pension benefit increases, versus average remaining service life As a result, majority of remaining unamortized prior service cost from prior contract expensed in Q2

GMAC Impairment 12 U.S. GAAP states that a loss in value of an investment that is other than temporary should be recognized In Q1, GM recorded impairments against its GMAC investment based on market conditions and pricing prevailing at that time Common and preferred interests impaired by $1.3B and $0.1B, respectively GM conducted further analysis in Q2 to determine if further impairments required based on current fair value estimates Factors considered includes continued deterioration in mortgage and consumer credit markets and a more challenging North American automotive financing environment As a result, GM recorded Q2 impairment charges totaling $1.3B against common and preferred equity interests in GMAC Common equity impaired $0.7B; carrying value reduced to $3.5B Preferred equity impaired $0.6B; carrying value reduced to $0.3B

Delphi Related Items 13 GM recorded Q2 adjustment of $2.8B to Delphi reserve, primarily due to updated estimates related to Delphi's ongoing reorganization Reflects higher expected obligations (e.g. net pension liabilities) and additional uncertainty around nature, value, and timing of GM recoveries Total of $11B in net Delphi-related charges taken to date Factors resulting in this incremental charge were fully comprehended in liquidity plan announced on July 15

Cash Impact of Special Items 14 Cash Impact $ Billions Non-Cash 2008/09 Post 2009 GMNA SAP 3.0 0.3 -- GMNA Restructuring 0.2 0.3 0.6 CAW Contract Related 0.3 -- -- American Axle Related -- 0.2 -- GMAC Goodwill Impairment 1.3 -- -- Delphi Related 1.6 0.1 1.1 All Other 0.0 0.1 -- Total Special Items $6.4 $1.0 $1.7 Cash Impacts Reflected in July 15 Liquidity Plan

Lease Residual Impacts 15 Deteriorating U.S. industry conditions, particularly vehicle mix, driving overall decline in used / off-lease vehicle residuals Deteriorating residuals can directly impact GM in three ways Residual Support / Risk Sharing: Affects incentive accruals, adjusted each quarter for changes from estimates recorded at vehicle sale to dealer for anticipated future changes in incentive payments, including amounts associated with retail leases Lease Asset Carve-out Portfolio: Lease assets retained as part of GMAC sale subject to residual impairment GMAC Ownership: 49% of any impairment GMAC takes against its lease assets recognized by GM in equity income/loss GM has taken active steps to reduce future exposure by reducing overall lease penetration and use of short-term contracts Leases overall currently ~10% of retail sales, with 2-year contracts reduced to only 10% of lease portfolio

Lease Impairments / Reserve Adjustments 16 GMNA (reserve adjustments) $(1.6)B GM FIO (lease asset impairments) $(0.1)B GMAC (lease asset impairment) $(0.3)B Total GM Impact (EBT) $(2.0)B Memo: GM/GMAC group impact (EBT) $(2.4)B GM/GMAC group impairments only $(0.8)B Note: All impacts are included in Q2 adjusted earnings

GMNA Second Quarter Adjusted Results 17 2007 excludes results from Allison Transmission, recorded as Discontinued Operations

GMNA Vehicle Revenue Per Unit Calendar Year Second Quarter Net Revenue Gross Revenue less Sales Incentives Vehicle revenue per unit excludes items such as daily rental accounting impact, Service Parts, OnStar, other outside sales 18 Adjusted to remove Allison. Refer to Supplemental Charts for reconciliation to GAAP figures Memo Q1 '08 $21,575 Q4 '07 $21,915 Excluding lease related reserve adjustments: $19,700

GMNA Adjusted EBT - Q2 2008 vs. Q2 2007 $ Billions - Continuing Operations Only Q2 2007 Earnings Before Tax $0.1 Volume (2.0) Mix (1.5) Price (1.7) Net Material 0.1 Pension / OPEB / Manufacturing 0.6 Hedging / Exchange / Other 0.0 2008 Earnings Before Tax $(4.4) 19 2007 excludes results from Allison Transmission, recorded as Discontinued Operations (0.8) Industry decline (0.5) Segment mix related (0.4) Inventory related (0.3) Share performance 0.2 Exchange related 0.1 Commodity hedging (0.3) Other 0.4 Manufacturing/attrition 0.2 Pension/OPEB (0.9) Product line mix (0.5) Model/option mix (0.1) Fleet mix/other 0.3 Material performance (0.1) Commodities (0.1) Program majors Key Drivers (0.1) Pricing/incentives (1.6) Lease reserve adj.

GMNA Adjusted EBT - YTD 2008 vs. YTD 2007 $ Billions - Continuing Operations Only YTD 2007 Earnings Before Tax $(0.2) Volume (3.1) Mix (1.6) Price (2.2) Net Material 0.3 Pension / OPEB / Manufacturing 1.1 Hedging / Exchange / Other 0.7 2008 Earnings Before Tax $(5.0) 20 2007 excludes results from Allison Transmission, recorded as Discontinued Operations 0.7 Commodity hedging 0.3 Exchange related (0.3) Other 0.8 Manufacturing/attrition 0.3 Pension/OPEB (1.1) Product line mix (0.4) Model/option mix (0.1) Fleet mix/other 0.7 Material performance (0.1) Commodities (0.3) Program majors Key Drivers (1.3) Industry decline (0.9) Inventory related (0.7) Segment mix related (0.2) Share performance (0.6) Pricing/incentives (1.6) Lease reserve adj.

Overview of Other Regions Automotive revenue outside GMNA up 10% vs. Q2 2007 on unit sales records once again in all overseas regions 55% of global auto revenue generated in GME / GMLAAM / GMAP 65% of unit sales generated outside the U.S. $0.5B of adjusted EBT generated in other regions, despite non-operational challenges in GMAP and GME GME remained profitable, but EBT down vs. Q2 2007 due to currency exchange headwinds GMAP loss result of one-time adjustments related to hedge accounting GMLAAM continues to deliver very strong results, with revenue up 18% and automotive EBT up 50% vs. Q2 2007 21

Emerging Markets Growth Trends 22 GM unit sales outside GMNA up 10% in Q2 largely on strength in key emerging markets in GMLAAM and GMAP Chevrolet brand a key global growth driver, supporting strong gains in Russia and in GME overall despite slowdown in Western Europe * Total of 47 markets, including BRIC

GME Second Quarter Adjusted Results 23

GME Adjusted EBT - Q2 2008 vs. Q2 2007 $ Billions - Continuing Operations Only Q2 YTD 2007 Earnings Before Tax $0.3 $0.4 Exchange (0.2) (0.3) Volume / Mix / Price (0.1) (0.1) Cost Factors 0.1 0.3 2008 Earnings Before Tax $0.1 $0.3 24 2007 excludes results from Allison Transmission, recorded as Discontinued Operations

GMLAAM Second Quarter Adjusted Results 25

GMLAAM Key Second Quarter Profit Drivers 26 GM able to drive continued strong revenue and profit growth in LAAM based on its strong position against very strong industry dynamics GM unit sales up 18% on strong growth across all key market areas South America up 16% Africa up 34% Middle East up 12% All-time quarterly sales records set in Brazil, Chile, Egypt and for the Africa Regional Marketing Organization (Nigeria, Tunisia) Q2 sales records set in Argentina, Ecuador and the Middle East Revenue up 18% overall, driven by strong volume, mix and pricing Exceptional revenue growth in Brazil, Argentina, Chile and Ecuador Adjusted earnings growth up 50% as region levered revenue growth by carefully controlling structural cost base

GMAP Second Quarter Adjusted Results 27 * Reflects $(285) million impact of hedging related adjustments *

GMAC Second Quarter Overview 28 On a standalone basis, GMAC reported $(2.5)B net loss, a deterioration of $(2.8)B vs. Q2 2007 North America Auto Finance negatively impacted by weak auto industry conditions and deteriorating used vehicle residual values GMAC recorded an impairment of $0.7B against operating lease assets in Q2 due to sharply lower remarketing proceeds, primarily related to SUVs in the U.S. International Auto Finance and Insurance business continue to perform well, with both reporting higher net income than the year ago period ResCap continued to experience significant losses related to weak housing market conditions Earnings before tax as realized by GM was a loss of $1.2B Includes 49% of lease asset impairment taken by GMAC North American Auto Finance

GMAC Second Quarter Business Line Results 29

GM Liquidity Position 30 Liquidity position of $21.0B at June 30, 2008 Includes $0.5B of readily-available VEBA assets Represents decrease of $(2.9)B from prior quarter Reflects negative adjusted automotive OCF driven primarily by lower Q2 production in GMNA, including impact of American Axle strike Additionally had access to about $5B of undrawn, committed U.S. credit facilities at June 30, 2008 Total available liquidity of approximately $26B at the end of Q2 Have subsequently provided notice to draw $1B under secured revolver Net liquidity of $(19.5)B, $(3.3)B lower than prior quarter resulting primarily from lower Q2 2008 cash balance Debt balance in Q2 2008 at $40.5B, slightly higher than prior quarter

Automotive Gross / Net Liquidity 31 1 Q4 2005 - Q3 2006 Net Liquidity figures exclude GMAC related debt 2 Including readily available VEBA assets Q4'00 YE '01 Q4 '05 Q1 '06 Q2 '06 Q3 '06 Q4 '06 Q1 '07 Q2 '07 Q3 '07 Q4'07 Q1'08 Q2'08 Net Liquidity 5.2 4.8 4.8 3.5 -0.7 -13.833 -12.303 -11.394 -14.2 -12.323 -13.294 -12.093 -9.9 -12.1 -16.2 -19.5 Gross Cash 13.2 13 13.3 11.8 11.5 20.373 21.603 22.892 20.407 26.41 24.66 27.191 29.958 27.331 23.9 21 17.3 17.3 23 1 $ Billions 2

GM Credit Facility Profile 32 Q2 credit facilities utilization increased primarily due to draws on lease asset carve-out facility and securitization programs U.S. committed facility availability of $5.0B at June 30

Debt Maturity Profile 33 Note: Excludes IT VEBA obligations - $4.0B note due 2010; $1.7B note due 2010; $4.4B Series U Convertible due 2012

Automotive Cash Flow Summary Refer to Supplemental Charts for reconciliation to GAAP figures 34 * Earnings before Tax from Continuing Operations on a GAAP basis

Year-to-year Q2 variance in Pension/OPEB expense net of payments mainly driven by special attrition program (SAP) charge Pension/OPEB and Accrued Expenses 35 Accrued Expenses and Other reflects timing of cash flows vs. accruals Year over year variance driven by announced charges and reserve adjustments

Global Cash Management 36 Current global month-end cash requirement of between $11B and $14B, considering: Global supplier payments Some overseas cash not readily accessible (for example cash at joint ventures) Variability of cash flow Further seasonal factors such as July shut down can be met through secured revolver

Working Capital / Inventory Plan 37 As stated on July 15, targeting ~$2B of working capital improvements in North America and Europe from planned YE 2008 levels, primarily related to inventory GMNA inventories expected to be improved by ~$1.5B Productive material reductions estimated at almost $1B, driven in large part by reducing raw material inventories, optimizing in-line safety stocks, and volume-related impact of capacity actions and market factors Other significant driver is finished goods inventory in U.S. and Mexico, largely accounted for through reduction of company-owned vehicle fleets and optimization of distribution systems for imported vehicles Additional reductions in service parts and non-productive material GME inventories expected to be improved by ~$0.5B through similar actions

Summary 38 Number one management priority is strengthening liquidity and managing business for cash flow Liquidity plan announced on July 15 contemplated the weak Q2 results and challenging U.S. environment Will leverage SAP to reduce manufacturing costs and facilitate planned capacity actions Moving to quickly implement salaried headcount actions and other structural cost reductions in GMNA Opportunity to significantly improve capital efficiency via globally managing capex and reducing inventories Continued growth outside GMNA provides confidence in our strategy of managing business globally and our position in emerging markets

North American Leasing Outlook Industry conditions driving up risks and costs associated with leasing Significant industry volume decline and mix shift are impacting used vehicle residual values, in some cases dramatically (e.g. SUV's) GM has already taken steps to reduce percentage of our business that is retail leasing, with emphasis on curtailing highest risk areas such as short-term leases Leases approximately 18% of total retail sales CYTD 2008 Since CY 2006, 24/27 month leases have declined 12.9 p.p. to 13.2% of GM's total leases CYTD 2008 GMAC announced it will exit incentivized leasing in Canada on Aug 1 GMAC is implementing other initiatives to reduce risk of its lease portfolio, including reducing volume of new lease originations in U.S. GM will continue to offer leasing options, though likely more narrowly targeted to certain products and segments Incentive programs being designed to encourage purchase vs. lease 39

Looking Ahead Continued volume/mix pressures in U.S. market 2008 total industry outlook updated to mid 14 million unit range, which implies H2 SAAR of about 14 million units total Structural cost savings in GMNA related to SAP Continued strength in emerging markets, including Central/Eastern Europe and Russia Key product launches continue Chevrolet Traverse in North America Opel Insignia in Europe Structural cost and cash flow benefits of liquidity plan 40

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 Q2 2008 S1

Reconciliation to Adjusted Net Income / EPS Q2 2007 S2

Reconciliation of GMNA Revenue Per Unit Second 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 Daily Rental Income, and GM Credit Card Income- excluded from managerial vehicle analysis * Excludes revenue from Allison Transmission, classified as discontinued operations

Reconciliation of GMNA Revenue Per Unit Calendar Year S4 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 Daily Rental Income, and GM Credit Card Income- excluded from managerial vehicle analysis Note: Excludes revenue from Allison Transmission, classified as discontinued operations

Reconciliation of Automotive & Corp/Other Cash Flow Second Quarter and CYTD S5