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) February 26, 2009

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	38-0572515
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
300 Renaissance Center, Detroit, Michigan	48265-3000
(Address of Principal Executive Offices)	(Zip Code)

(313) 556-5000

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

TABLE OF CONTENTS

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

On February 26, 2009, a news release was issued on the subject of fourth quarter 2008 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 2008 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 February 26, 2009 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: February 27, 2009	By:	/s/    NICK S. CYPRUS (Nick S. Cyprus, Controller and Chief Accounting Officer)

EX-99.1

Exhibit 99.1

GM Reports Preliminary Fourth Quarter and

Calendar Year 2008 Financial Results

Results reflect global economic crisis and industry-wide collapse in vehicle demand

Fourth quarter adjusted net loss of $5.9 billion, reported net loss of $9.6 billion

2008 adjusted net loss of $16.8 billion, reported net loss of $30.9 billion

Structural cost improvement in North America of $3.0 billion in 2008

	Calendar Year
	2008			2007*			’08 O/(U) ’07
Revenue (bils.):	$	149		$	180		$	(31	)
Adjusted automotive earnings before tax (bils.):	$	(10.4	)	$	0.6		$	(11.0	)
Reported automotive earnings before tax (bils.):	$	(16.3	)	$	(1.9	)	$	(14.4	)
Adjusted net income (bils.):	$	(16.8	)	$	(0.3	)	$	(16.5	)
Reported net income (bils.):	$	(30.9	)	$	(43.3	)	$	12.4
Reported earnings per share (diluted):	$	(53.32	)	$	(76.52	)	$	23.20
Adjusted operating cash flow (bils):	$	(19.2	)	$	(2.4	)	$	(16.8	)
*  2007 figures reflect continuing operations

DETROIT – General Motors Corp. (NYSE: GM) today announced its fourth quarter and calendar year 2008 financial results, which were affected by the dramatic deterioration in global economic and market conditions during the year, declining consumer confidence and a 50-year low in per-capita auto sales in the United States.

For the 2008 calendar year, GM reported an adjusted net loss, excluding special items, of $16.8 billion, or $29.00 per diluted share. This compares to an adjusted net loss of $279 million, or $0.49 per diluted share in 2007. The 2008 results were driven by the impact of the U.S. recession and subsequent global contagion. Including special items, the company reported a loss of $30.9 billion, or $53.32 per diluted share, compared to a reported loss of $43.3 billion, or $76.52 per diluted share in 2007, which included a non-cash special charge of $38.3 billion in the third quarter related to the valuation allowance against deferred tax assets.

“2008 was an extremely difficult year for the U.S. and global auto markets, especially the second half,” Chairman and CEO Rick Wagoner said. “These conditions created a very challenging environment for GM and other automakers, and led us to take further aggressive and difficult measures to restructure our business.

“We expect these challenging conditions will continue through 2009, and so we are accelerating our restructuring actions. At the same time, we are continuing our commitment to exciting, fuel-efficient cars and trucks, and the leadership in advanced propulsion technology.”

GM total revenue in 2008 was $149 billion, compared with $180 billion in 2007. GM’s core automotive business generated revenue of $148 billion in 2008, down from $178 billion in 2007. The revenue decline was predominantly due to the precipitous drop in sales amid record low consumer confidence in the U.S. and sharply lower sales across all of GM’s operating regions due to economic turmoil in the global markets. Global industry sales in 2008 were down 5 percent, or 3.6 million vehicles, versus 2007 levels, and U.S. industry sales fell by 18 percent, or nearly 3 million units.

	Fourth Quarter
	2008			2007*			’08 O/(U) ’07
Revenue (bils.):	$	30.8		$	46.8		$	(16.0	)
Adjusted automotive earnings before tax (bils.):	$	(4.0	)	$	(0.8	)	$	(3.2	)
Reported automotive earnings before tax (bils.):	$	(6.4	)	$	(1.2	)	$	(5.2	)
Adjusted net income (bils.):	$	(5.9	)	$	0.05		$	(5.9	)
Reported net income (bils.):	$	(9.6	)	$	(1.5	)	$	(8.1	)
Reported earnings per share (diluted):	$	(15.71	)	$	(2.70	)	$	(13.01	)
Adjusted operating cash flow (bils):	$	(5.2	)	$	(1.3	)	$	(3.9	)
*  2007 figures reflect continuing operations

In the fourth quarter 2008, GM posted an adjusted net loss of $5.9 billion or $9.65 per diluted share, compared to adjusted net income of $46 million, or $0.08 per diluted share in the year-ago period. Including special items, the company reported a net loss of $9.6 billion, or $15.71 per diluted share in the fourth quarter 2008, compared to a net loss of $1.5 billion, or $2.70 per diluted share in the year-ago period.

The fourth quarter 2008 results reflect special items totaling $3.7 billion. Special charges include:

• $1.1 billion impairment charge primarily relating to actions being taken regarding the Hummer and Saab brands

• $1.0 billion charge relating to adjustments to the value of deferred tax assets in various countries outside of the U.S.

• $900 million of restructuring and capacity-related costs

• $660 million increase to the Delphi reserve relating to the valuation of future pension obligations

• $610 million of gross goodwill impairments in Europe and North America

• $533 million net gain relating to GM’s portion of the GMAC bond exchange gain, net of an impairment taken on GM’s holdings in GMAC

Details on all special items are included in the “Highlights” section of this news release.

Effective Oct. 1, 2008, GM discontinued the use of hedge accounting treatment, on a prospective basis, to comply with SFAS 133. This resulted in a positive net effect on fourth quarter earnings of $436 million.

In accordance with SFAS 157, GM incorporates its credit risk when measuring the fair value of its derivative liabilities. As a result of GM’s increasing credit risk, the fair value of its derivative liabilities declined in the fourth quarter, resulting in a net gain of $1.4 billion.

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GM reported revenue of $30.8 billion in the fourth quarter 2008, down from $46.8 billion in the fourth quarter 2007. Revenue from automotive operations totaled $30.6 billion in the quarter, compared to $46.5 billion from the prior year, largely driven by the sharp decline in global industry volume.

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

GM Automotive Operations

GM’s global automotive operations posted an adjusted loss before tax of $10.4 billion in 2008 (reported loss of $16.3 billion), compared to adjusted income before tax of $553 million in 2007 (reported loss of $1.9 billion). In the fourth quarter 2008, GM’s automotive operations had an adjusted loss before tax of $4.0 billion (reported loss of $6.4 billion), compared to an adjusted loss before tax of $803 million in the year-ago quarter (reported loss of $1.2 billion).

GM 2008 worldwide sales were 8.35 million vehicles, down 11 percent, or 1.01 million vehicles, driven by the industry-wide contraction in global vehicle sales. In 2008, 5.38 million vehicles, or 64 percent of GM’s global sales, were outside of the U.S., up from 59 percent a year ago. GM’s Asia Pacific (GMAP) and Latin America, Africa and Middle East (GMLAAM) regions each grew sales volume by nearly 3 percent, and more than 2 million vehicles were sold in Europe for the third consecutive year. Despite softer industry sales, GM continues to lead in emerging markets, posting market share growth in 14 of 26 of the emerging markets.

GMNA

	Fourth Quarter
	2008			2007			’08 O/(U) ’07
Revenue (bils.)	$	19.3		$	28.1		$	(8.8	)
Adjusted earnings before tax (bils.)	$	(2.1	)	$	(1.1	)	$	(1.0	)
Reported earnings before tax (bils.)	$	(3.5	)	$	(1.3	)	$	(2.2	)
GM market share		21.0	%		22.7	%		(1.7	)p.p.

GM North America (GMNA) posted an adjusted loss before tax of $2.1 billion in the fourth quarter 2008 (reported loss of $3.5 billion), compared to an adjusted loss before tax of $1.1 billion in the fourth quarter 2007 (reported loss of $1.3 billion). These results were impacted by significant declines in U.S. industry volume, leased vehicle residual adjustments, increased incentives and unfavorable product mix, partially offset by favorable cost performance, SFAS 157 adjustments and foreign exchange. For 2008, GMNA posted an adjusted loss before tax of $9.4 billion (reported loss of $14.1 billion), compared to an adjusted loss before tax of $1.5 billion in the year-ago period, excluding special items (reported loss of $3.3 billion).

As a result of GM’s ongoing restructuring initiatives to adapt to current economic conditions, significant actions have been taken to reduce its structural cost. In North America, GM reduced structural cost from $33.8 billion to $30.8 billion, or $3.0 billion, during 2008.

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GME

	Fourth Quarter
	2008			2007			’08 O/(U) ’07
Revenue (bils.)	$	6.4		$	10.7		$	(4.3	)
Adjusted earnings before tax (mils.)	$	(956	)	$	(215	)	$	(741	)
Reported earnings before tax (mils.)	$	(1,890	)	$	(445	)	$	(1,445	)
GM market share		9.1	%		9.2	%		(0.1	)p.p.

For the fourth quarter 2008, GM Europe (GME) posted an adjusted loss before tax of $956 million (reported loss of $1.9 billion) versus an adjusted loss before tax of $215 million in the year-ago period (reported loss of $445 million). The decline in fourth quarter earnings was largely attributable to the lower industry volume across the region, unfavorable model mix and unfavorable foreign exchange and commodity hedging, partially offset by strong cost performance. For 2008, GME posted an adjusted loss before tax of $1.6 billion (reported loss of $2.8 billion), compared to adjusted income before tax of $55 million in the year-ago period, excluding special items (reported loss of $524 million).

GMLAAM

	Fourth Quarter
	2008			2007			’08 O/(U) ’07
Revenue (bils.)	$	4.7		$	6.0		$	(1.3	)
Adjusted earnings before tax (mils.)	$	(154	)	$	424		$	(578	)
Reported earnings before tax (mils.)	$	(181	)	$	424		$	(605	)
GM market share		16.2	%		17.3	%		(1.1	)p.p.

In the fourth quarter, GMLAAM posted an adjusted loss before tax of $154 million (reported loss of $181 million), down from adjusted income of $424 million in the fourth quarter of 2007 (reported income of $424 million). Fourth quarter results were impacted by lower industry volume in Brazil, Venezuela and other key markets, and unfavorable foreign exchange, offset by favorable model mix and pricing. For the year, GMLAAM posted adjusted earnings before tax of $1.3 billion (reported income of $1.3 billion), which was comparable to 2007 adjusted earnings of $1.3 billion (reported income of $1.3 billion). Despite a slowdown in the fourth quarter, GMLAAM achieved record revenue of $20.3 billion and sales volume of almost 1.3 million vehicles for the calendar year.

GMAP

	Fourth Quarter
	2008			2007			’08 O/(U) ’07
Revenue (bils.)	$	2.6		$	5.3		$	(2.7	)
Adjusted earnings before tax (mils.)	$	(879	)	$	72		$	(951	)
Reported earnings before tax (mils.)	$	(917	)	$	72		$	(989	)
GM market share		7.2	%		7.3	%		(0.1	)p.p.

GMAP posted an adjusted loss before tax of $879 million for the fourth quarter (reported loss of $917 million), compared to adjusted income of $72 million in the year-ago period (reported income of $72 million). GMAP fourth quarter earnings were impacted by lower industry volume, unfavorable pricing, unfavorable foreign exchange and commodity hedging, partially offset by favorable model and mix and continued favorable cost performance. For the year, GMAP posted an adjusted loss before tax of $664 million (reported loss of $800 million) compared to adjusted income of $744 million (reported income of $681 million) for 2007.

GMAC

In the fourth quarter, GMAC Financial Services (GMAC) reported net income of $7.5 billion, driven largely by the company’s December bond exchange, compared to a net loss of $724 million in the fourth quarter of 2007. Excluding the $11.4 billion gain on its bond exchange, GMAC’s results in the fourth quarter reflected a net loss of $4.0 billion, driven primarily by losses in North America automotive finance and continued losses at Residential Capital, LLC (ResCap). GMAC reported net income of $1.9 billion in 2008, compared with a net loss of $2.3 billion in 2007.

GM realized an adjusted loss of $4.7 billion attributable to GMAC, as a result of its 49 percent equity interest for the year, and an adjusted loss of $1.9 billion for the fourth quarter. This excludes a fourth quarter net gain of $533 million related to GM’s portion of GMAC’s bond exchange gain that was largely offset by an impairment of GM’s investment in GMAC.

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Cash and Liquidity

Cash, marketable securities and readily available assets of the Voluntary Employees Beneficiary Association (VEBA) trust totaled $14.0 billion as of Dec. 31, 2008, down from $27.3 billion on Dec. 31, 2007. GM had adjusted automotive operating cash flow of negative $5.2 billion in the fourth quarter, and ended the 2008 calendar year with adjusted automotive operating cash flow of negative $19.2 billion, largely due to lower volume across GM’s global operations and negative working capital.

On Dec. 31, 2008, GM entered into a loan agreement with the U.S. Department of Treasury (UST) for funding of $13.4 billion, payable in three tranches. The initial installment of $4.0 billion was provided to GM on Dec. 31, 2008, followed by subsequent installments of $5.4 billion and $4.0 billion on Jan. 21, 2009 and Feb. 17, 2009, respectively.

In accordance with the terms of the loan, GM submitted to the UST on Feb. 17, 2009 a comprehensive global restructuring plan that demonstrates GM’s long-term viability. GM is working with its key stakeholders as the company implements the actions outlined in the plan, to create a revitalized, more cost competitive company, dedicated to developing world-class vehicles and leading advanced propulsion technologies.

As a result of year-end measurements of GM’s net pension obligations, it was determined that the U.S. hourly and salaried qualified pension plans are currently underfunded, on a combined basis, by approximately $12.4 billion. Several factors contributed to the underfunded status, including service and interest costs; lower asset returns; lower discount rates; changes in actuarial assumptions; various hourly initiatives including the UAW special attrition program, VEBA agreement, Delphi pension transfer and IUE contract; and salaried initiatives including the pension benefit changes relating to the elimination of post-65 retiree healthcare and the salaried retirement program. While no additional pension contributions are anticipated over the next three years, the funded status of the pension plan is subject to a number of variables. GM will continue to analyze its pension funding strategies going forward.

5

GM intends to take advantage of the extension of the time required to file its 2008 10-K, which the SEC rules allow by filing Form 12b-25. This provides GM with up to 15 additional days in which to file its 2008 10-K, without being considered “late” by the SEC. The company believes this is a prudent step to take at this critical time as it allows more time for thorough review of the extensive financial and other disclosures regarding the events that occurred at year-end 2008 and during early 2009. Additionally, as a result of the bond exchange, GM’s 2008 10-K will contain information regarding executive compensation, which would not normally be disclosed until the proxy statement is issued for GM’s annual stockholder meeting.

Finally, GM anticipates receiving a “going concern” opinion from its auditors in the 2008 10-K. GM and its auditors must determine whether there is substantial doubt about GM’s ability to continue as a going concern. GM’s Viability Plan filed with the UST on Feb. 17, 2009, included a request for additional funding from the UST, as well as support from other governments outside of the U.S. GM requires this funding in 2009 to continue operations until global automotive sales recover and its restructuring actions generate benefits, resulting in the company being able to fund its own operating requirements.

# # #

Contacts:

Reneé Rashid-Merem

Phone: 313-665-3128

Cell: 313-701-8560

Email: renee.rashid-merem@gm.com

Randy Arickx

Phone: 313-667-0006

Cell: 313-268-7070

Email: randy.c.arickx@gm.com

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About GM

General Motors Corp. (NYSE: GM), one of the world’s largest automakers, was founded in 1908, and today manufactures cars and trucks in 34 countries. With its global headquarters in Detroit, GM employs 244,500 people in every major region of the world, and sells and services vehicles in some 140 countries. In 2008, GM sold 8.35 million cars and trucks globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Hummer, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM’s largest national market is the U.S., followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. 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.

Forward-Looking Statements

In this press release and in related comments by our management, our use of the words “expect,” “anticipate,” “ensure,” “promote,” “target,” “believe,” “improve,” “intend,” “enable,” “continue,” “will,” “may,” “would,” “could,” “should,” “project,” “projected,” “positioned” or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors might include: our ability to comply with the requirements of our credit agreement with the U.S. Treasury; the availability of funding for future loans under that credit agreement; our ability to execute the restructuring plans that we have disclosed, our ability to maintain adequate liquidity and financing sources and an appropriate level of debt; and changes in general economic conditions, market acceptance of our products; shortages of and price volatility for fuel; significant changes in the competitive environment and the effect of competition on our markets, including on our pricing policies, financing sources and an appropriate level of debt; and changes in general economic conditions.

7

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 is therefore considered a non-GAAP financial measure. This press release and the charts for securities analysts also contain a reconciliation of each non-GAAP financial measure to its most comparable GAAP financial measure. Certain prior period amounts have been reclassified in the consolidated statements of operations and related summaries to conform to the current period presentation.

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 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 effect 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 providing 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), special attrition program charges, and other gains and losses which management excludes when assessing the internal performance of the organization.

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

8

General Motors Corporation

Use of Non-GAAP Financial Measures (Continued)

Managerial Cash Flow

GM 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 GM’s 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.

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General Motors Corporation

List of Special Items

2008

(Dollars in millions except per share amounts)

(Unaudited)

	Fourth Quarter 2008						Year Ended 2008
	Earnings			EPS			Earnings			EPS
REPORTED
Net Loss – Basic and Diluted *	$	(9,596	)	$	(15.71	)	$	(30,860	)	$	(53.32	)
ADJUSTMENTS
Pre-Tax Adjustments:
Goodwill impairments (A)	$	610					$	610
Asset impairments (B)		974						974
Charges (income) related to investment in GMAC LLC (C)		(533	)					2,504
Delphi (D)		660						4,797
Restructuring and 2008 Special Attrition Programs (E)		900						6,463
UAW VEBA curtailment gain (F)		—						(4,901	)
Salaried post-65 healthcare settlement (G)		—						1,704
Canadian Auto Workers labor contract (H)		—						340
American Axle (I)		—						197
Gain on sales of investments (J)		—						(98	)
		2,611						12,590
Tax related:
Valuation allowance on net deferred tax assets (K)		1,056						1,450
Equity Income/Minority Interest:
Equity investment impairments (L)		83						83
Minority interest effects (M)		(49	)					(49	)
		34						34
Total Adjustments	$	3,701		$	6.06		$	14,074		$	24.32
ADJUSTED
Adjusted Loss – Basic and Diluted *	$	(5,895	)	$	(9.65	)	$	(16,786	)	$	(29.00	)

* See average shares outstanding on page 16.

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General Motors Corporation

List of Special Items

2008

(Unaudited)

(A) Fourth quarter and year to date charges of $610 million were recorded for goodwill impairments as follows: $154 million related to GMNA and $456 million related to GME.

(B) Fourth quarter charges of $974 million were recorded for asset impairments as follows: GMNA, $412 million; GME, $497 million; LAAM, $27 million; and GMAP, $38 million.

(C) Fourth quarter income of $5.6 billion representing our proportionate share of GMAC’s bond extinguishment gain recorded related to its debt tender offer partially offset by impairment charges of $5.1 billion related to our investment in GMAC Common Membership Interests. Year to date impairment charges of $8.1 billion related to GM’s investment in GMAC’s Common and Preferred Membership Interests partially offset by the $5.6 billion bond extinguishment gain.

(D) Fourth quarter charges of $660 million and year to date charges of $4.8 billion were recorded for increased liabilities under the Delphi-GM Settlement Agreements, primarily due to expectations of increased obligations and lower estimates of the expected amount of recoveries associated with the Delphi Benefit Guarantee Agreements.

(E) Relates to various restructuring initiatives and the 2008 Special Attrition Programs. Charges recorded by region are as follows:

GMNA: Fourth quarter charges of $757 million and year to date charges of $6.0 billion were recorded in GMNA for additional wage and benefit costs related to announced capacity actions, plant idlings in the U.S. and Canada, Salaried Window Program and IUE-CWA pension related items. Year to date charges of $3.5 billion were recorded for pre-retirement and retirement pension and benefit incentives and cash buyouts for employees leaving under the 2008 Special Attrition Programs.

GME: Fourth quarter charges of $33 million and year to date charges of $264 million were recorded for separation programs, primarily in Belgium, France, Germany and the United Kingdom.

GMAP: Year to date charges of $98 million were recorded for separation programs at GM Holden, Ltd.

Corporate and Other: Fourth quarter and year to date charges of $110 million were recorded for additional wage and benefit costs related to the Salaried Window Program and IUE-CWA pension related items.

(F) Year to date gain of $4.9 billion for the accelerated recognition of unamortized net prior service credits due to the Settlement Agreement for the UAW hourly medical plan becoming effective in 2008.

(G) Settlement loss of $1.7 billion associated with the elimination of healthcare coverage for U.S. salaried retirees over age 65 beginning January 1, 2009. The settlement loss was recorded for participants over age 65 at January 1, 2009 and considers the cost of the increased pension benefit provided to those affected participants to help offset the cost of Medicare and supplemental coverage.

(H) Year to date loss of $340 million due to a change in the estimate of the amortization period for pension prior service costs related to the hourly defined benefit pension plan in Canada. In conjunction with the 2008 Canadian Auto Workers (CAW) labor agreement, it was determined that the three year contractual life of the labor agreement is a better reflection of the period of future economic benefit for the collectively bargained hourly pension plans.

(I) Year to date charge of $197 million due to GM’s agreement to provide upfront support to American Axle to end the work stoppage that affected approximately 30 GM plants in North America. GM’s support partially funds American Axle’s costs associated with UAW employee buyouts, early retirements and buydowns.

11

General Motors Corporation

List of Special Items

2007

(J) First quarter gain of $50 million on the sale of GM’s common equity interest in Electro-Motive Diesel, Inc. and a third quarter gain of $48 million on the sale of GM’s Oklahoma City facility.

(K) Fourth quarter and year to date charges of $1.1 billion and $1.5 billion, respectively, for valuation allowances on GM’s net deferred tax assets. Year to date charge primarily related to GMDAT ($283 million), Spain ($261 million), Australia ($178 million), and the United Kingdom ($133 million).

(L) Fourth quarter and year to date charges of $83 million primarily related to impairments on GM’s equity investments in New United Motor Manufacturing, Inc. and CAMI Automotive Inc.

(M) Fourth quarter and year to date gain of $49 million resulting from the minority interest holder’s portion of pre-tax adjustments and valuation allowances.

12

General Motors Corporation

List of Special Items

2007

(Dollars in millions except per share amounts)

(Unaudited)

	Fourth Quarter 2007						Year Ended 2007
	Earnings			EPS			Earnings			EPS
REPORTED
Loss from continuing operations	$	(1,527	)	$	(2.70	)	$	(43,297	)	$	(76.52	)
Income from discontinued operations		—			—			256			0.45
Gain on sale of discontinued operations		805			1.42			4,309			7.62
Net Loss – Basic and Diluted*	$	(722	)	$	(1.28	)	$	(38,732	)	$	(68.45	)
ADJUSTMENTS
Pre-Tax Adjustments:
Delphi (A)	$	1,174					$	2,099
Restructuring/Special attrition program (B)		290						918
Product specific asset impairments (C)		169						277
Plant closures (D)		(43	)					(90	)
Pension prior service cost (E)		—						1,561
		1,590						4,765
Tax Related Adjustments:
Valuation allowance on deferred tax assets and associated tax items (F)		—						38,300
Income tax effect of pre-tax adjustments		(17	)					(47	)
		(17	)					38,253
Total Continuing Operations Adjustments		1,573			2.78			43,018			76.03
Gain on sale of discontinued operations (G)		(805	)		(1.42	)		(4,309	)		(7.62	)
Total Adjustments	$	768		$	1.36		$	38,709		$	68.41
ADJUSTED
Income from continuing operations	$	46		$	0.08		$	(279	)	$	(0.49	)
Income from discontinued operations		—			—			256			0.45
Adjusted Income – Basic and Diluted*	$	46		$	0.08		$	(23	)	$	(0.04	)

* See average shares outstanding on page 16.

13

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. GM recorded fourth quarter charges of $1.2 billion and year to date charges of $2.1 billion to increase GM’s estimated liability under the 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: Fourth quarter charges of $61 million and year to date charges of $278 million were recorded for plant closing reserve adjustments. Additionally, favorable curtailment adjustments of $1 million were recorded during the quarter and reserve adjustments of $11 million for the year were recorded under the Special Attrition Program.

GME: Fourth quarter charges of $230 million and year to date charges of $579 million were recorded for separation programs primarily in Belgium, Germany and Sweden.

GMAP: Year to date charges of $50 million were recognized relating to separation programs at Australian facilities.

(C) Fourth quarter charges of $169 million and year to date charges of $277 million related to product specific asset impairments are as follows:

GMNA: Fourth quarter and year to date charges of $169 million and $264 million recorded.

GMAP: Year to date charges of $13 million recorded.

(D) Relates to curtailment gains and favorable reserve adjustments at GMNA related to the closure of two former component plants.

(E) Relates to a change in the estimate of the amortization period for pension prior service cost for certain of our employee benefit plans. In conjunction with entering into the 2007 UAW/GM labor contract, GM determined that the four year term of the labor contract better reflects the period of future economic benefit received from plan amendments to U.S. hourly pension plans. Concurrently, GM evaluated the remaining economic benefit related to the unamortized prior service cost remaining from prior labor contracts and determined the future economic benefit for those amounts that remained at the end of the third quarter of 2007 did not extend beyond the third quarter. Accordingly, during the third quarter 2007, GM recorded a charge of $1.3 billion in GMNA and $0.3 billion in Corporate and Other to expense the remaining portion of unamortized prior service cost from the plan amendments entered into as part of the 1999 and 2003 labor contracts.

(F) Relates to a net charge during the third quarter of 2007 for a valuation allowance on certain deferred tax assets and associated tax items in the U.S., Canada and Germany. The net charge includes the valuation allowance of $39 billion, which is offset by an adjustment of $0.7 billion relating to tax benefits recorded at loss entities through the third quarter of 2007. Additionally, the allowance includes a $0.5 billion charge associated with a reduction in the value of deferred tax assets due to a reduction in the statutory corporate income tax and trade tax rates in Germany.

(G) Relates to the gain on the sale of the commercial and military operations of our Allison Transmission business, which was completed in August 2007 and recorded as discontinued operations. The $805 million net gain during the fourth quarter includes a $830 million re-allocation of GM’s total year-to-date income tax expense between continuing operations, discontinued operations and other comprehensive income, as required under U.S. GAAP (SFAS 109). Additionally, $25 million in post-closing adjustments were determined and recorded during the fourth quarter.

14

General Motors Corporation

Summary Corporate Financial Results

(Dollars in millions except per share amounts)

(Unaudited)

	Fourth Quarter						Year to Date
	2008			2007			2008			2007
REPORTED
Total net sales and revenue	$	30,778		$	46,804		$	148,979		$	179,984
Income (loss) from continuing operations	$	(9,596	)	$	(1,527	)	$	(30,860	)	$	(43,297	)
Income from discontinued operations	$	—		$	—		$	—		$	256
Net income (loss)	$	(9,596	)	$	(722	)	$	(30,860	)	$	(38,732	)
Net margin from continuing operations *		(31.2	)%		(3.3	)%		(20.7	)%		(24.1	)%
Earnings (loss) per share – basic and diluted
Continuing operations	$	(15.71	)	$	(2.70	)	$	(53.32	)	$	(76.52	)
Income from discontinued operations		—			1.42			—			8.07
Net income (loss)	$	(15.71	)	$	(1.28	)	$	(53.32	)	$	(68.45	)
ADJUSTED
Total net sales and revenue	$	30,778		$	46,804		$	148,979		$	179,984
Income (loss) from continuing operations	$	(5,895	)	$	46		$	(16,786	)	$	(279	)
Income from discontinued operations	$	—		$	—		$	—		$	256
Net income (loss)	$	(5,895	)	$	46		$	(16,786	)	$	(23	)
Net margin from continuing operations *		(19.2	)%		0.1	%		(11.3	)%		(0.2	)%
Earnings (loss) per share – basic and diluted
Income (loss) from continuing operations	$	(9.65	)	$	0.08		$	(29.00	)	$	(0.49	)
Income from discontinued operations		—			—			—			0.45
Net income (loss)	$	(9.65	)	$	0.08		$	(29.00	)	$	(0.04	)

See reconciliation of adjusted financial results on pages 17 – 23.

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

15

General Motors Corporation

Summary Corporate Financial Results

(Unaudited)

	Fourth Quarter				Year to Date
	2008		2007		2008		2007
	(Millions)
GM common stock average shares outstanding:
Reported (GAAP):
Basic shares		611		566		579		566
Diluted shares		611		566		579		566
Adjusted (Non-GAAP):
Basic shares		611		566		579		566
Diluted shares		611		567		579		566
Cash dividends per share of common stock	$	—	$	0.25	$	0.50	$	1.00
					(Billions)
Automotive cash & marketable securities and readily-available assets in VEBA at December 31:
Automotive cash & marketable securities					$	14.0	$	26.7
Readily-available assets in VEBA						—		0.6
Total automotive cash & marketable securities and readily-available assets in VEBA					$	14.0	$	27.3
	(Millions)
Automotive Operations:
Depreciation and impairment	$	2,109	$	1,212	$	5,689	$	4,937
Amortization and impairment of special tools		1,145		916		3,493		3,243
Amortization and impairment of intangible assets		632		23		693		74
Total	$	3,886	$	2,151	$	9,875	$	8,254

16

General Motors Corporation

Summary Corporate Financial Results

(Dollars in millions)

(Unaudited)

Fourth Quarter

2008 and 2007

	Reported						Special Items					Adjusted
	2008			2007			2008			2007		2008			2007
Net sales and revenue:
GMNA	$	19,280		$	28,121		$	—		$	—	$	19,280		$	28,121
GME		6,418			10,710			—			—		6,418			10,710
GMLAAM		4,707			6,040			—			—		4,707			6,040
GMAP		2,608			5,342			—			—		2,608			5,342
Auto Elimination (a)		(2,401	)		(3,695	)		—			—		(2,401	)		(3,695	)
Total GMA		30,612			46,518			—			—		30,612			46,518
Corporate & Other		—			—			—			—		—			—
Total Auto & Other		30,612			46,518			—			—		30,612			46,518
GMAC		—			—			—			—		—			—
Other Financing		166			286			—			—		166			286
Total Financing		166			286			—			—		166			286
Total	$	30,778		$	46,804		$	—		$	—	$	30,778		$	46,804
Income (loss) from continuing operations before income taxes, other equity income and minority interests:
GMNA	$	(3,390	)	$	(1,221	)	$	1,323		$	192	$	(2,067	)	$	(1,029	)
GME		(1,938	)		(449	)		986			230		(952	)		(219	)
GMLAAM		(171	)		424			27			—		(144	)		424
GMAP		(921	)		13			38			—		(883	)		13
Auto Elimination (a)		103			(24	)		—			—		103			(24	)
Total GMA		(6,317	)		(1,257	)		2,374			422		(3,943	)		(835	)
Corporate & Other (a)		(1,086	)		(1,652	)		770			1,168		(316	)		(484	)
Total Auto & Other		(7,403	)		(2,909	)		3,144			1,590		(4,259	)		(1,319	)
GMAC		(1,406	)		(394	)		(533	)		—		(1,939	)		(394	)
Other Financing (a)		18			94			—			—		18			94
Total Financing		(1,388	)		(300	)		(533	)		—		(1,921	)		(300	)
Total	$	(8,791	)	$	(3,209	)	$	2,611		$	1,590	$	(6,180	)	$	(1,619	)

See footnotes on page 26.

17

General Motors Corporation

Summary Corporate Financial Results

(Dollars in millions)

(Unaudited)

Fourth Quarter

2008 and 2007

	Reported						Special Items					Adjusted
	2008			2007			2008			2007		2008			2007
Equity income (loss), net of tax:
GMNA	$	(153	)	$	(28	)	$	119		$	—	$	(34	)	$	(28	)
GME		9			14			—			—		9			14
GMLAAM		(1	)		8			—			—		(1	)		8
GMAP		20			90			—			—		20			90
Auto Elimination		—			—			—			—		—			—
Total GMA		(125	)		84			119			—		(6	)		84
Corporate & Other		1			—			—			—		1			—
Total Auto & Other		(124	)		84			119			—		(5	)		84
GMAC		—			—			—			—		—			—
Other Financing		—			—			—			—		—			—
Total Financing		—			—			—			—		—			—
Total	$	(124	)	$	84		$	119		$	—	$	(5	)	$	84
Minority interests, net of tax:
GMNA	$	20		$	(3	)	$	(20	)	$	—	$	—		$	(3	)
GME		39			(10	)		(52	)		—		(13	)		(10	)
GMLAAM		(9	)		(8	)		—			—		(9	)		(8	)
GMAP		(16	)		(31	)		—			—		(16	)		(31	)
Auto Elimination		—			—			—			—		—			—
Total GMA		34			(52	)		(72	)		—		(38	)		(52	)
Corporate & Other		1			11			—			—		1			11
Total Auto & Other		35			(41	)		(72	)		—		(37	)		(41	)
GMAC		—			—			—			—		—			—
Other Financing		21			(4	)		(13	)		—		8			(4	)
Total Financing		21			(4	)		(13	)		—		8			(4	)
Total	$	56		$	(45	)	$	(85	)	$	—	$	(29	)	$	(45	)

See footnotes on page 26.

18

General Motors Corporation

Summary Corporate Financial Results

(Dollars in millions)

(Unaudited)

Fourth Quarter

2008 and 2007

	Reported						Special Items						Adjusted
	2008			2007			2008			2007			2008			2007
Pre-tax earnings (loss): *
GMNA	$	(3,523	)	$	(1,252	)	$	1,422		$	192		$	(2,101	)	$	(1,060	)
GME		(1,890	)		(445	)		934			230			(956	)		(215	)
GMLAAM		(181	)		424			27			—			(154	)		424
GMAP		(917	)		72			38			—			(879	)		72
Auto Elimination (a)		103			(24	)		—			—			103			(24	)
Total GMA		(6,408	)		(1,225	)		2,421			422			(3,987	)		(803	)
Corporate & Other (a)		(1,084	)		(1,641	)		770			1,168			(314	)		(473	)
Total Auto & Other		(7,492	)		(2,866	)		3,191			1,590			(4,301	)		(1,276	)
GMAC		(1,406	)		(394	)		(533	)		—			(1,939	)		(394	)
Other Financing (a)		39			90			(13	)		—			26			90
Total Financing		(1,367	)		(304	)		(546	)		—			(1,913	)		(304	)
Total	$	(8,859	)	$	(3,170	)	$	2,645		$	1,590		$	(6,214	)	$	(1,580	)
Income tax (expense) benefit:
Corporate & Other	$	(700	)	$	1,553		$	1,037		$	(17	)	$	337		$	1,536
Other Financing (a)		(37	)		90			19			—			(18	)		90
Total	$	(737	)	$	1,643		$	1,056		$	(17	)	$	319		$	1,626

See footnotes on page 26.

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

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
Net sales and revenue:
GMNA	$	86,187		$	112,448		$	—	$	—	$	86,187		$	112,448
GME		34,388			37,478			—		—		34,388			37,478
GMLAAM		20,260			18,894			—		—		20,260			18,894
GMAP		17,828			20,317			—		—		17,828			20,317
Auto Elimination (a)		(10,931	)		(11,543	)		—		—		(10,931	)		(11,543	)
Total GMA		147,732			177,594			—		—		147,732			177,594
Corporate & Other		—			—			—		—		—			—
Total Auto & Other		147,732			177,594			—		—		147,732			177,594
GMAC		—			—			—		—		—			—
Other Financing		1,247			2,390			—		—		1,247			2,390
Total Financing		1,247			2,390			—		—		1,247			2,390
Total	$	148,979		$	179,984		$	—	$	—	$	148,979		$	179,984
Income (loss) from continuing operations before income taxes, other equity income and minority interests:
GMNA	$	(13,903	)	$	(3,290	)	$	4,535	$	1,779	$	(9,368	)	$	(1,511	)
GME		(2,876	)		(541	)		1,217		579		(1,659	)		38
GMLAAM		1,306			1,349			27		—		1,333			1,349
GMAP		(1,193	)		557			136		63		(1,057	)		620
Auto Elimination (a)		34			(59	)		—		—		34			(59	)
Total GMA		(16,632	)		(1,984	)		5,915		2,421		(10,717	)		437
Corporate & Other (a)		(5,745	)		(3,619	)		4,171		2,344		(1,574	)		(1,275	)
Total Auto & Other		(22,377	)		(5,603	)		10,086		4,765		(12,291	)		(838	)
GMAC		(7,161	)		(1,147	)		2,504		—		(4,657	)		(1,147	)
Other Financing (a)		150			497			—		—		150			497
Total Financing		(7,011	)		(650	)		2,504		—		(4,507	)		(650	)
Total	$	(29,388	)	$	(6,253	)	$	12,590	$	4,765	$	(16,798	)	$	(1,488	)

See footnotes on page 26.

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
Equity income (loss), net of tax:
GMNA	$	(201	)	$	22		$	119		$	—	$	(82	)	$	22
GME		56			44			—			—		56			44
GMLAAM		21			31			—			—		21			31
GMAP		308			425			—			—		308			425
Auto Elimination		—			—			—			—		—			—
Total GMA		184			522			119			—		303			522
Corporate & Other		2			2			—			—		2			2
Total Auto & Other		186			524			119			—		305			524
GMAC		—			—			—			—		—			—
Other Financing		—			—			—			—		—			—
Total Financing		—			—			—			—		—			—
Total	$	186		$	524		$	119		$	—	$	305		$	524
Minority interests, net of tax:
GMNA	$	28		$	(46	)	$	(20	)	$	—	$	8		$	(46	)
GME		22			(27	)		(52	)		—		(30	)		(27	)
GMLAAM		(32	)		(32	)		—			—		(32	)		(32	)
GMAP		85			(301	)		—			—		85			(301	)
Auto Elimination		—			—			—			—		—			—
Total GMA		103			(406	)		(72	)		—		31			(406	)
Corporate & Other		1			12			—			—		1			12
Total Auto & Other		104			(394	)		(72	)		—		32			(394	)
GMAC		—			—			—			—		—			—
Other Financing		4			(12	)		(13	)		—		(9	)		(12	)
Total Financing		4			(12	)		(13	)		—		(9	)		(12	)
Total	$	108		$	(406	)	$	(85	)	$	—	$	23		$	(406	)

See footnotes on page 26.

21

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	$	(14,076	)	$	(3,314	)	$	4,634		$	1,779	$	(9,442	)	$	(1,535	)
GME		(2,798	)		(524	)		1,165			579		(1,633	)		55
GMLAAM		1,295			1,348			27			—		1,322			1,348
GMAP		(800	)		681			136			63		(664	)		744
Auto Elimination (a)		34			(59	)		—			—		34			(59	)
Total GMA		(16,345	)		(1,868	)		5,962			2,421		(10,383	)		553
Corporate & Other (a)		(5,742	)		(3,605	)		4,171			2,344		(1,571	)		(1,261	)
Total Auto & Other		(22,087	)		(5,473	)		10,133			4,765		(11,954	)		(708	)
GMAC		(7,161	)		(1,147	)		2,504			—		(4,657	)		(1,147	)
Other Financing (a)		154			485			(13	)		—		141			485
Total Financing		(7,007	)		(662	)		2,491			—		(4,516	)		(662	)
Total	$	(29,094	)	$	(6,135	)	$	12,624		$	4,765	$	(16,470	)	$	(1,370	)
Income tax (expense) benefit:
Corporate & Other	$	(2,458	)	$	(37,129	)	$	1,431		$	38,130	$	(1,027	)	$	1,001
Other Financing (a)		692			(33	)		19			123		711			90
Total	$	(1,766	)	$	(37,162	)	$	1,450		$	38,253	$	(316	)	$	1,091

See footnotes on page 26.

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

22

General Motors Corporation

Summary Corporate Financial Results

(Dollars in billions)

(Unaudited)

	Fourth Quarter						Year to Date
	2008			2007			2008			2007
Automotive & Other Adjusted Operating Cash Flow:
Total Auto & Other pre-tax earnings (loss)*	$	(7.5	)	$	(2.9	)	$	(22.1	)	$	(5.5	)
Depreciation, amortization and impairments		3.9			2.2			9.9			8.3
Capital expenditures		(2.0	)		(2.6	)		(7.5	)		(7.5	)
Change in receivables, payables and inventory		0.6			0.4			(3.5	)		(0.5	)
OPEB expense (net of payments)		(1.1	)		(0.3	)		(5.9	)		(1.4	)
Pension expense (net of payments)		0.8			—			3.8			0.9
VEBA		—			—			—			(1.0	)
Accrued expenses and other		0.1			1.9			6.1			4.3
Total Auto & Other Adjusted Operating Cash Flow	$	(5.2	)	$	(1.3	)	$	(19.2	)	$	(2.4	)
*       Defined here as Income (loss) from continuing operations before income taxes and after equity income and minority interests.
	Fourth Quarter						Year to Date
	2008			2007			2008			2007
GAAP to Auto & Other Adjusted Operating Cash Flow:
Net cash provided by operating activities (GAAP)**	$	(2.8	)	$	3.4		$	(13.3	)	$	5.4
Capital expenditures		(2.0	)		(2.6	)		(7.5	)		(7.5	)
VEBA withdrawals		(0.8	)		(2.7	)		(1.4	)		(2.7	)
Restructuring costs		0.2			0.4			1.2			1.4
Delphi restructuring costs		0.2			—			1.4			0.3
Other		—			0.2			0.4			0.7
Total Auto & Other Adjusted Operating Cash Flow	$	(5.2	)	$	(1.3	)	$	(19.2	)	$	(2.4	)

** Operating cash flow from continuing operations.

23

General Motors Corporation

Operating Statistics

(Unaudited)

	Fourth Quarter		Year to Date
	2008	2007	2008	2007
	(Units in thousands)
Worldwide Production Volume:
GMNA – Cars	365	358	1,543	1,526
GMNA – Trucks	450	684	1,906	2,741
Total GMNA	815	1,042	3,449	4,267
GME	214	457	1,550	1,828
GMLAAM	166	253	961	960
GMAP *	453	627	2,184	2,231
Total Worldwide **	1,648	2,380	8,144	9,286
Vehicle Unit Deliveries:
Chevrolet – Cars	132	162	715	757
Chevrolet – Trucks	209	355	1,086	1,509
Pontiac	42	81	267	358
GMC	71	125	377	506
Buick	24	42	137	186
Saturn	29	52	188	240
Cadillac	32	60	161	215
Other	9	20	49	96
Total United States	547	897	2,981	3,867
Canada, Mexico and Other	127	157	583	649
Total GMNA	675	1,054	3,564	4,516
GME	420	529	2,041	2,182
GMLAAM	266	341	1,276	1,236
GMAP *	341	382	1,475	1,436
Total Worldwide **	1,703	2,306	8,356	9,370

* Under a contractual agreement with SGMW we also report Wuling China vehicle sales as part of our global market share. Wuling China vehicle fourth quarter sales included in our global vehicle sales and market share data was Worldwide Production Volume of 152,000 vehicles and 163,000 vehicles and Vehicle Unit Deliveries of 149,020 vehicles and 132,047 vehicles in 2008 and 2007, respectively. Year to date Wuling China sales included in our global vehicle sales and market share data was Worldwide Production Volume of 646,000 vehicles and 555,000 vehicles and Vehicle Unit Deliveries of 606,000 vehicles and 516,000 vehicles in 2008 and 2007, respectively. Consistent with industry practice, vehicle sales information includes estimates of industry sales in certain countries where public reporting is not legally required or otherwise available on a consistent basis.

** Totals may include rounding differences.

24

General Motors Corporation

Operating Statistics

(Unaudited)

	Fourth Quarter				Year to Date
	2008		2007		2008		2007
	(Units in thousands)
Market Share:
United States – Cars	18.2	%	19.0	%	18.6	%	19.7	%
United States – Trucks	24.6	%	26.6	%	25.6	%	26.7	%
Total United States	21.6	%	23.2	%	22.1	%	23.5	%
Total GMNA	21.0	%	22.7	%	21.5	%	23.1	%
Total GME	9.1	%	9.2	%	9.3	%	9.4	%
Total GMLAAM	16.2	%	17.3	%	17.1	%	17.0	%
Total GMAP *	7.2	%	7.3	%	7.0	%	6.9	%
Total Worldwide	12.0	%	13.1	%	12.4	%	13.3	%
U.S. Retail/Fleet Mix (selling day adjusted):
% Fleet Sales – Cars	45.6	%	31.2	%	34.8	%	34.9	%
% Fleet Sales – Trucks	23.2	%	19.6	%	22.4	%	20.5	%
Total Vehicles	32.2	%	23.9	%	27.6	%	26.1	%
GMNA Capacity Utilization ***	72.1	%	86.2	%	74.7	%	88.5	%

*** Two shift rated, annualized.

25

General Motors Corporation

Operating Statistics

(Unaudited)

	Fourth Quarter						Year to Date
	2008			2007			2008			2007
GMAC’s share of GM retail sales (U.S. only)
Total consumer volume (retail and lease) as % of retail		5	%		43	%		33	%		45	%
SmartLease/SmartBuy as % of retail		0	%		13	%		11	%		17	%
							(Thousands)
Worldwide Employment at December 31:
United States – Hourly								62			78
United States – Salaried								29			32
Total United States								91			110
Canada, Mexico and Other								25			29
GMNA								116			139
GME								55			57
GMLAAM								35			34
GMAP								35			34
Other								2			2
Total GM								243			266
	(Billions)
Worldwide Payroll	$	3.8		$	4.6		$	16.8		$	18.0

Footnotes:

(a) Auto Eliminations, Corporate & Other and Other Financing include inter-company eliminations.

26

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in millions, except per share amounts)

(Unaudited)

	Three Months Ended December 31,
	2008			2007
Net sales and revenue
Automotive sales	$	30,612		$	46,518
Financial services and insurance revenue		166			286
Total net sales and revenue		30,778			46,804
Costs and expenses
Automotive cost of sales		33,092			43,805
Selling, general and administrative expense		3,549			4,207
Financial services and insurance expense		202			301
Other expenses		1,271			1,174
Total costs and expenses		38,114			49,487
Operating loss		(7,336	)		(2,683	)
Equity in loss of GMAC LLC (Note 9)		(1,406	)		(371	)
Automotive and other interest expense		(308	)		(664	)
Automotive interest income and other non-operating income, net		259			509
Loss from continuing operations before income taxes, equity income and minority interests		(8,791	)		(3,209	)
Income tax expense (benefit)		737			(1,643	)
Equity income (loss), net of tax		(124	)		84
Minority interests, net of tax		56			(45	)
Loss from continuing operations		(9,596	)		(1,527	)
Discontinued operations (Note 4)
Income from discontinued operations, net of tax		—			—
Gain on sale of discontinued operations, net of tax		—			805
Income from discontinued operations		—			805
Net loss	$	(9,596	)	$	(722	)
Earnings (loss) per share, basic and diluted
Continuing operations	$	(15.71	)	$	(2.70	)
Discontinued operations		—			1.42
Net loss per share basic and diluted	$	(15.71	)	$	(1.28	)
Weighted-average common shares outstanding, basic and diluted (millions)		611			566
Cash dividends per share	$	—		$	0.25

27

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in millions, except per share amounts)

(Unaudited)

	Years Ended December 31,
	2008			2007			2006
Net sales and revenue
Automotive sales	$	147,732		$	177,594		$	170,651
Financial services and insurance revenue		1,247			2,390			33,816
Total net sales and revenue		148,979			179,984			204,467
Costs and expenses
Automotive cost of sales		149,311			165,573			163,214
Selling, general and administrative expense		14,253			14,412			13,650
Financial services and insurance expense		1,292			2,209			29,188
Other expenses		5,407			2,099			4,238
Total costs and expenses		170,263			184,293			210,290
Operating loss		(21,284	)		(4,309	)		(5,823	)
Equity in loss of GMAC LLC (Note 9)		(6,183	)		(1,245	)		(5	)
Automotive and other interest expense		(2,345	)		(2,983	)		(2,642	)
Automotive interest income and other non-operating income, net		424			2,284			2,812
Loss from continuing operations before income taxes, equity income and minority interests		(29,388	)		(6,253	)		(5,658	)
Income tax expense (benefit)		1,766			37,162			(3,046	)
Equity income, net of tax		186			524			513
Minority interests, net of tax		108			(406	)		(324	)
Loss from continuing operations		(30,860	)		(43,297	)		(2,423	)
Discontinued operations (Note 4)
Income from discontinued operations, net of tax		—			256			445
Gain on sale of discontinued operations, net of tax		—			4,309			—
Income from discontinued operations		—			4,565			445
Net loss	$	(30,860	)	$	(38,732	)	$	(1,978	)
Earnings (loss) per share, basic and diluted
Continuing operations	$	(53.32	)	$	(76.52	)	$	(4.29	)
Discontinued operations		—			8.07			0.79
Net loss per share basic and diluted	$	(53.32	)	$	(68.45	)	$	(3.50	)
Weighted-average common shares outstanding, basic and diluted (millions)		579			566			566
Cash dividends per share	$	0.50		$	1.00		$	1.00

28

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(Unaudited)

	December 31,
	2008			2007
ASSETS
Current Assets
Cash and cash equivalents	$	13,953		$	24,549
Marketable securities		13			2,139
Total cash and marketable securities		13,966			26,688
Accounts and notes receivable, net		7,711			9,659
Inventories		13,042			14,939
Equipment on operating leases, net		3,363			5,283
Other current assets and deferred income taxes		3,142			3,566
Total current assets		41,224			60,135
Financing and Insurance Operations Assets
Cash and cash equivalents		100			268
Investments in securities		128			215
Equipment on operating leases, net		2,221			6,712
Equity in net assets of GMAC LLC		491			7,079
Other assets		1,567			2,715
Total Financing and Insurance Operations assets		4,507			16,989
Non-Current Assets
Equity in net assets of nonconsolidated affiliates		1,655			1,919
Property, net		39,656			43,017
Goodwill and intangible assets, net		265			1,066
Deferred income taxes		98			2,116
Prepaid pension		109			20,175
Other assets		3,533			3,466
Total non-current assets		45,316			71,759
Total assets	$	91,047		$	148,883
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable (principally trade)	$	22,236		$	29,439
Short-term borrowings and current portion of long-term debt		15,754			6,047
Accrued expenses		35,921			34,024
Total current liabilities		73,911			69,510
Financing and Insurance Operations Liabilities
Accounts payable		23			30
Debt		1,192			4,908
Other liabilities and deferred income taxes		607			875
Total Financing and Insurance Operations liabilities		1,822			5,813
Non-Current Liabilities
Long-term debt		29,594			33,384
Postretirement benefits other than pensions		28,919			47,375
Pensions		25,178			11,381
Other liabilities and deferred income taxes		16,963			16,900
Total non-current liabilities		100,654			109,040
Total liabilities		176,387			184,363
Commitments and contingencies (Note 18) Minority interests		814			1,614
Stockholders’ Deficit
Preferred stock, no par value, authorized 6,000,000, no shares issued and outstanding		—			—
Preference stock, $0.10 par value, authorized 100,000,000 shares, no shares issued and outstanding		—			—
$1 2/3 par value common stock (2,000,000,000 shares authorized, 800,937,541 and 610,483,231 shares issued and outstanding at December 31, 2008, respectively, and 756,637,541 and 566,059,249 shares issued and outstanding at December 31, 2007, respectively)		1,017			943
Capital surplus (principally additional paid-in capital)		15,755			15,319
Accumulated deficit		(70,610	)		(39,392	)
Accumulated other comprehensive loss		(32,316	)		(13,964	)
Total stockholders’ deficit		(86,154	)		(37,094	)
Total liabilities, minority interests, and stockholders’ deficit	$	91,047		$	148,883

29

EX-99.2

Preliminary 2008 Fourth Quarter

and Calendar Year Results

February 26, 2009

Exhibit 99.2

Forward Looking Statements

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.

1

Fourth Quarter & Calendar Year Highlights

Fourth Quarter

•

GAAP net loss of $(9.6)B, $(15.71) EPS including special items of $(3.7)B

•

Adjusted net loss of $(5.9)B, $(9.65) EPS, excluding special items

•

Adjusted automotive earnings before tax (EBT) of $(4.0)B, down $3.2B vs. Q4 2007

(excluding discontinued operations) on weakening conditions across all regions

•

Adjusted GMAC results recognized by GM of $(1.9)B

•

Adjusted automotive operating cash flow (OCF) of $(5.2)B

Calendar Year

•

GAAP net loss of $(30.9)B, $(53.32) EPS due largely to volume deterioration and

unfavorable mix

•

Adjusted net loss of $(16.8)B, or $(29.00) EPS

•

Adjusted automotive EBT of $(10.4)B, down $10.9B compared to 2007 CY, primarily

on significant losses in GMNA

•

Global market share of 12.4%, down 0.9 p.p. vs. CY 2007

–

Share outside North America of 9.5%, flat vs. CY 2007

•

Adjusted automotive OCF of $(19.2)B

•

Year-end gross automotive liquidity of $14.0B

2

Fourth Quarter Adjusted Results

3

($ Millions)

4Q07

4Q08

4Q08

Inc/(Dec)

vs 4Q07

GMNA

(1,060)

$   

(2,101)

$   

(1,041)

$   

GME

(215)

(956)

(741)

GMLAAM

424

(154)

(578)

GMAP

72

(879)

(951)

Auto Eliminations

(24)

103

127

     Total Auto Earnings Before Tax

(803)

(3,987)

(3,184)

GMAC

(394)

(1,939)

(1,545)

Corp. Other

(383)

(288)

95

     Total Earnings Before Tax/(Loss)

(1,580)

(6,214)

(4,634)

Taxes

1,626

319

(1,307)

     Total GM Net Income/(Loss)

46

(5,895)

(5,941)

     Total EPS (Basic & Diluted)

0.08

$      

(9.65)

$     

(9.73)

$     

Worldwide Production (000)

2,380

1,648

(732)

Global Market Share

13.1%

12.0%

(1.1) p.p.

Calendar Year Adjusted Results

4

($ Millions)

2007

2008

2008

Inc/(Dec)

vs

2007

GMNA

(1,535)

$  

(9,442)

$  

(7,907)

$  

GME

55

(1,633)

(1,688)

GMLAAM

1,348

1,322

(26)

GMAP

744

(664)

(1,408)

Auto Eliminations

(59)

34

93

Total Auto Earnings Before Tax

553

(10,383)

(10,936)

GMAC Earnings Before Tax

(1,147)

(4,657)

(3,510)

Corp. Other Earnings Before tax

(776)

(1,430)

(654)

Total Earnings Before Tax/(Loss)

(1,370)

(16,470)

(15,100)

Taxes

1,091

(316)

(1,407)

Total Net Income/(Loss) from Cont. Ops.

(279)

(16,786)

(16,507)

Discontinued

Ops.

-

Allison

Transmission

256

-

(256)

Total GM Net Income/(Loss)

(23)

(16,786)

(16,763)

EPS from Cont. Ops

(0.49)

$    

(29.00)

$  

(28.51)

$  

EPS from Disc. Ops

0.45

-

(0.45)

$    

Total EPS (Basic & Diluted)

(0.04)

$    

(29.00)

$  

(28.96)

$  

Worldwide Production (000's)

9,286

8,144

(1,142)

Global Market Share

13.3%

12.4%

(0.9) p.p.

Fourth Quarter Adjustments to Income

Exclusion of special items useful for:

•

Management to measure operations

•

Comparisons between reporting periods

•

Investors to measure and assess company’s core performance

(497)

Saab Related

(229)

HUMMER Related

(367)

Other

5

$ Millions

EPS

Adjusted Net Income / (Loss)

(5,895)

(9.65)

$   

Fourth Quarter Adjustments

Impairments

(1,093)

Deferred Tax Asset Valuation Allowance, net

(1,007)

Restructuring

(900)

Delphi Related

(660)

Goodwill Impairments, net

(574)

GMAC Related

533

Total Adjustments

(3,701)

GAAP Net Income / (Loss)

(9,596)

(15.71)

$ 

Calendar Year Adjustments to Income

Exclusion of special items useful for:

•

Management to measure operations

•

Comparisons between reporting periods

•

Investors to measure and assess company’s core performance

6

$ Millions

EPS

Adjusted Net Income / (Loss)

(16,786)

(29.00)

$

Calendar Year Adjustments

UAW VEBA Curtailment Gain

4,901

Restructuring & 2008 SAP

(6,463)

Delphi Related

(4,797)

GMAC Related

(2,504)

Salaried Post-65 Healthcare Settlement

(1,704)

Deferred Tax Asset Valuation Allowance, net

(1,401)

Impairments

(1,093)

Goodwill Impairment, net

(574)

All Other

(439)

Total Adjustments

(14,074)

GAAP Net Income / (Loss)

(30,860)

(53.32)

$

Accounting for Derivatives

•

Effective January 1, 2008, updated derivative liability valuation methodology

in accordance with SFAS 157 to consider own nonperformance risk

•

In Q4, significant deterioration in credit markets and own financial condition

caused CDS spreads to widen, driving net gain of $1.4B

•

Nonperformance risk effect on fair value measurements reduced

effectiveness of derivatives used as hedge instruments (SFAS 133)

•

As a result, as of October 1, 2008, we discontinued application of hedge

accounting treatment on a prospective basis

–

Amounts recorded in Accumulated OCI at September 30, 2008 will continue to

be reclassified to earnings in the same period that originally hedged transactions

affect earnings

–

Net effect of this change on Q4 earnings was $0.4B gain

SFAS

157

Adjustments

in

Q4

2008

($

Millions)

GMNA

GME

GMAP

LAAM

Corp

Total

950

149

87

13

226

1,425

7

GMNA 4Q08 Adjusted Results

2007 excludes results from Allison Transmission, recorded as Discontinued Operations

8

($ Millions)

4Q07

4Q08

4Q08

Inc/(Dec)

vs

4Q07

Revenue

$28,121

$19,280

($8,841)

Earnings Before Tax/(Loss)

(1,060)

(2,101)

(1,041)

Earnings Before Tax Margin

(3.8)%

(10.9)%

(7.1) p.p.

North America:

-

Production Volume (000)

1,042

815

(227)

-

GM Total Deliveries (000)

1,054

675

(379)

-

Market Share

22.7%

21.0%

(1.7) p.p.

United States:

-

Industry SAAR (Mil.)

16.5

10.6

(5.9)

-

Market Share

23.2%

21.6%

(1.6) p.p.

-

Retail/Fleet Mix -

% Fleet

23.9%

32.2%

8.3 p.p.

-

Dealer Inventory (000)

908

872

36

GMNA

Adjusted

EBT

–

4Q08

vs.

4Q07

2007 excludes results from Allison Transmission, recorded as Discontinued Operations

Key Drivers

2007 Earnings Before Tax

$  (1.1)

Volume

(1.5)

Mix

(0.7)

Price

(1.1)

Net Material

0.1

Pension / OPEB / Manufacturing

0.1

Hedging / Exchange / Other

2.1

2008 Earnings Before Tax

$  (2.1)

$ Billions –

Continuing Operations Only

Q4

9

(2.2)   Industry decline

1.0    YoY Inventory Change

(0.3)  Segment mix/Other

1.0    SFAS 157

1.0    Exchange related

(0.5)  Commodity hedging

0.6   Other

0.3   Manufacturing/attrition

(0.2)  Pension/OPEB

(0.7)  Product line mix

(0.1)  Commodities

0.2   Material performance

(0.9)  Lease reserve adj.

(0.2)  Pricing/incentives

GMNA Adjusted EBT –

CY2008 vs. CY2007

2007 excludes results from Allison Transmission, recorded as Discontinued Operations

Key Drivers

2007 Earnings Before Tax

$  (1.5)

Volume

(5.4)

Mix

(3.5)

Price

(3.0)

Net Material

0.0

Pension / OPEB / Manufacturing

1.7

Hedging / Exchange / Other

2.3

2008 Earnings Before Tax

$  (9.4)

$ Billions –

Continuing Operations Only

CY

10

(4.8)   Industry decline

1.0    YoY Inventory Change

(1.6)   Segment mix / Other

1.1   SFAS 157

1.6   Exchange related

(0.8)  Commodity hedging

0.4   Other

1.3   Manufacturing/attrition

0.4   Pension/OPEB

(2.8)  Product line mix

(0.5)  Model/option mix

(0.2)  Fleet mix/other

(0.5)  Commodities

0.9  Material performance

(0.4)  Cost of majors

(1.8)  Lease reserve adj.

(1.2)  Pricing/incentives

GME 4Q08 Adjusted Results

($ Millions)

4Q07

4Q08

4Q08

Inc/(Dec)

vs 4Q07

Revenue

$10,710

$6,418

($4,292)

Earnings Before Tax/(Loss)

(215)

(956)

(741)

Earnings Before Tax Margin

(2.0)%

(14.9)%

(12.9) p.p.

Total Europe:

- Production Volume (000)

457

214

(243)

- Industry SAAR (Mil.)

24.2

19.5

(4.7)

- GM Total Deliveries (000)

529

420

(109)

- Market Share

9.2%

9.1%

(0.1) p.p.

Germany:

- Industry SAAR (Mil.)

3.5

3.2

(0.3)

- Market Share

9.4%

7.9%

(1.5) p.p.

UK:

-

Industry SAAR (Mil.)

2.8

2.0

(0.8)

- Market Share

15.4%

16.6%

1.2 p.p.

- Memo: EUR/GBP exchange

0.71

0.84

Russia:

-

Industry SAAR (Mil.)

3.1

2.7

(0.4)

- Market Share

10.2%

11.6%

1.4 p.p.

11

GME Adjusted EBT –

4Q08 vs. 4Q07

Key Drivers

2007 Earnings Before Tax

$  (0.2)

Volume/Mix

(1.0)

Price

(0.2)

Cost Factors

0.4

Hedging / Exchange / Other

0.0

2008 Earnings Before Tax

$  (1.0)

$ Billions –

Continuing Operations Only

Q4

0.4   Commodity/FX hedging

(0.2)  Exchange related

(0.2)  Other

0.4   Structural Cost

(0.7)   Industry decline

(0.2)   Model/option mix

(0.1)   Share performance

12

GME Adjusted EBT –

CY2008 vs. CY2007

Key Drivers

2007 Earnings Before Tax

$  0.1

Volume/Mix

(1.4)

Price

(0.4)

Cost Factors

0.4

Hedging / Exchange / Other

(0.3)

2008 Earnings Before Tax

$  (1.6)

$ Billions –

Continuing Operations Only

CY

(1.1)  Exchange related

0.7   Commodity/FX hedging

0.1   Other

(0.7)   Industry decline

(0.4)   Share performance

(0.3)   Model/option mix

0.4   Structural Cost

13

GMLAAM 4Q08 Adjusted Results

($ Millions)

4Q07

4Q08

4Q08

Inc/(Dec)

vs 4Q07

Revenue

$6,040

$4,707

$(1,333)

Earnings Before Tax/(Loss)

424

(154)

(578)

Earnings Before Tax Margin

7.0%

(3.3)%

(10.3) p.p.

Total LAAM:

- Production Volume (000)

253

166

(87)

- Industry SAAR (Mil.)

7.4

6.2

(1.2)

- GM Total Deliveries (000)

341

266

(75)

- Market Share

17.3%

16.2%

(1.1) p.p.

Brazil:

- Industry SAAR (Mil.)

2.7

2.3

(0.4)

- Market Share

19.9%

16.9%

(3.0) p.p.

Argentina:

-

Industry SAAR (Mil.)

0.6

0.6

0.0

- Market Share

15.3%

16.5%

1.2 p.p.

ANDEAN Markets

-

Industry SAAR (Mil.)

          1.1

          0.8

         (0.3)

- Market Share

29.7%

29.1%

(0.6) p.p.

14

GMLAAM Adjusted EBT –

4Q08 vs. 4Q07

Key Drivers

2007 Earnings Before Tax

$  0.4

Volume/Mix

(0.3)

Price

0.2

Cost Factors

(0.2)

Hedging / Exchange / Other

(0.3)

2008 Earnings Before Tax

$  (0.2)

$ Billions –

Continuing Operations Only

Q4

(0.1)  Exchange related

0.1   Commodity/FX hedging

(0.3)  Other

(0.3)   Industry decline

(0.1)   Share performance

0.1    Model/option mix

15

GMLAAM Adjusted EBT –

CY2008 vs. CY2007

Key Drivers

2007 Earnings Before Tax

$  1.3

Volume/Mix

0.1

Price

1.0

Cost Factors

(0.9)

Hedging / Exchange / Other

(0.2)

2008 Earnings Before Tax

$  1.3

$ Billions –

Continuing Operations Only

CY

0.1   Commodity/FX hedging

(0.3)  Other

(0.4)  Structural Cost

(0.5)  Contribution Cost

(0.1)   Industry decline

0.2    Model/option mix

16

GMAP 4Q08 Adjusted Results

($ Millions)

4Q07

4Q08

4Q08

Inc/(Dec)

vs 4Q07

Revenue

$5,342

$2,608

$(2,734)

Pre-Tax Income/(Loss)

13

(883)

(896)

China JVs Equity Income

90

20

(70)

Minority Interest

(31)

(16)

15

Earnings Before Tax/(Loss)

72

(879)

(951)

Earnings Before Tax Margin

1.3%

(33.7)%

(35.0) p.p.

Total Asia Pacific:

- Industry SAAR (Mil.)

21.1

18.9

(2.2)

- GM Total Deliveries (000)

382

341

(41)

- Market Share

7.3%

7.2%

(0.1) p.p.

China:

- Industry SAAR (Mil.)

8.6

8.4

(0.2)

- Market Share

12.5%

12.1%

(0.4) p.p.

Australia:

-

Industry SAAR (Mil.)

1.1

0.9

(0.2)

- Market Share

13.0%

13.7%

0.7 p.p.

GM-DAT:

- Production (Complete Build Units)

250

162

(88)

17

GMAP Adjusted EBT –

4Q08 vs. 4Q07

Key Drivers

2007 Earnings Before Tax

$  0.1

Volume/Mix

(0.1)

Price

(0.3)

Cost Factors

0.1

Hedging / Exchange / Other

(0.7)

2008 Earnings Before Tax

$  (0.9)

$ Billions –

Continuing Operations Only

Q4

(0.5)  FX hedging

(0.2)  Exchange/Other

(0.3)  Industry decline

0.2   Model/option mix

18

GMAP Adjusted EBT –

CY2008 vs. CY2007

Key Drivers

2007 Earnings Before Tax

$  0.7

Volume/Mix

(0.2)

Price

(0.4)

Cost Factors

(0.3)

Hedging / Exchange / Other

(0.5)

2008 Earnings Before Tax

$  (0.7)

$ Billions –

Continuing Operations Only

CY

(1.0)  FX hedging

0.5   Exchange/Other

(0.1)   Industry decline

(0.1)   Model/option mix

19

GMAC Highlights

Fourth Quarter

•

GMAC reported $7.5B net income due primarily to bond exchange

•

Excluding the gain on bond exchange of $11.4B, Q4 2008 net loss was

$(4.0)B driven primarily by losses in North America automotive finance 

and ongoing losses at ResCap

–

Global Auto Finance reflected a loss of $(1.3)B, due to weak credit conditions

and falling used vehicle prices

–

ResCap net loss of $(1.7)B driven by asset impairments from falling asset

values and persistent economic headwinds in the real estate market

•

Adjusted EBT as realized by GM was loss of $(1.9)B, excluding GM

portion of bond exchange gain

Calendar Year

•

GMAC reported $1.9B net income, including bond exchange

•

Adjusted EBT as realized by GM was loss of $(4.7)B

•

GMAC ended 2008 with liquidity of $15.2B

20

Note:

Presented as disclosed in GMAC preliminary earnings release on February 3. For full description regarding GMAC and ResCap, please refer

to GMAC’s February 3 earnings release and corresponding press release, available on GMAC’s investor relations website

GMAC 4Q08 Business Line Results

21

Note:

Presented as disclosed in GMAC preliminary earnings release on February 3. For full description regarding GMAC and ResCap, please refer

to GMAC’s February 3 earnings release and corresponding press release, available on GMAC’s investor relations website

($ Millions)

4Q07

4Q08

4Q08

Inc/(Dec)

vs 4Q07

Global Automotive Finance

137

$       

(1,313)

$   

(1,450)

$   

Insurance

68

95

27

Other (excl. Bond Exchange)*

(50)

(1,005)

(955)

Gain on Bond Exchange & Debt Retirement

562

11,420

10,858

  Sub-Total Net Income/(Loss)

717

$       

9,197

$    

8,480

$    

ResCap (excl. Debt Retirement)**

(1,441)

(1,735)

(294)

  Total Net Income/(Loss)

(724)

$      

7,462

$    

8,186

$    

** ResCap total GAAP net income was $981 million, including $754 million debt retirement gains.

* Other segment includes Commercial Finance, equity investments and other corporate activities. Other had total

GAAP net income of $9.66 billion, including $10.66 billion of bond exchange gain.

GMAC Update –

Ownership & Trust Structure

•

GM plans to reduce its ownership interest in GMAC to below 10%

•

Equity purchased with proceeds of $884 million U.S. Department of the

Treasury (UST) loan will be placed in a trust (UST to appoint trustee)

–

UST

has

the

right

to

convert

the

loan

into

the

underlying

shares

of

GMAC

•

Remaining interest over 9.9% will be placed in separate trust

–

GM to appoint trustee (independent and approved by Federal Reserve)

•

Trusts have 3 years to dispose of GMAC equity

–

GM is the beneficiary of both trusts

•

GM will also retain its preferred interest in GMAC

–

Total

direct

ownership

of

common

and

preferred

will

be

less

than

10%

22

Est. Pro Forma GMAC Common Ownership

(After Exchange, Additional Equity and TARP)

Common Interest Ownership

Total GM and Trusts

59.9%

Other

40.1%

Total

100.0%

GM

~ 7.4%

GM Trust

~ 17.1%

UST Trust

35.4%

Total GM and Trusts

59.9%

Delphi Update

•

Q4 adjustment of $0.7B to Delphi reserve

–

Primarily related to revaluation of pension obligations

–

Total of $12.3B in net Delphi-related charges taken to date

•

In December 2008, Delphi obtained an accommodation on its DIP

financing through June 30, 2009

–

In conjunction with the accommodation, GM agreed to:

1.

Extend $300M advance agreement through June 30, 2009

2.

Pull

forward

temporary

acceleration

of

payment

terms

of

$100M

to

occur

in 

each of March, April and May (originally to occur upon emergence)

–

In January 2009, GM agreed to further pull ahead $50M of payment

terms acceleration from May to January

–

To date, Delphi has drawn $190M on the advance agreement

•

GM continues to work with Delphi and its stakeholders to facilitate

Delphi’s emergence from bankruptcy

23

•

Liquidity position of $14.0B at December 31, 2008

–

Represents

decrease

of

$2.2B

from

prior

quarter

driven

primarily

by

negative

OCF offset by U.S. TARP funding

–

Represents $13.3B decrease from year-end 2007

•

Net liquidity of $(31.3)B, a decrease of $4.2B from prior quarter and $19.2B

from year-end 2007

–

Debt balance in Q4 2008 at $45.3B, including U.S. TARP funding

Liquidity Summary

24

27.3

23.9

21.0

16.2

14.0

(12.1)

(16.2)

(19.5)

(27.1)

(31.3)

(35)

(25)

(15)

(5)

5

15

25

35

Q4'07

Q1'08

Q2'08

Q3'08

Q4'08

$ Billions

Gross Cash (1)

Net Liquidity

1

Including readily available VEBA assets

Automotive Cash Flow Summary

25

Refer to Supplemental Charts for reconciliation to GAAP figures

* Includes $39.1 billion Q3 2007 tax asset write-off

** Earnings before Tax from Continuing Operations on a GAAP basis

($ Billions)

4Q 2007

4Q 2008

F/(U)

CY 2007

CY 2008

F/(U)

GAAP Net Income

(0.7)

(9.6)

(8.9)

(38.7)

(30.9)

7.8

Adjustment to Exclude Financing/Insurance Operations & Taxes *

(2.2)

2.1

4.3

33.2

8.8

(24.4)

Earnings Before Tax (Automotive & Corp/Other) **

(2.9)

(7.5)

(4.6)

(5.5)

(22.1)

(16.6)

Depreciation & Amortization (incl. Goodwill Impairment)

2.2

3.9

1.7

8.3

9.9

1.6

Capital Expenditures

(2.6)

(2.0)

0.6

(7.5)

(7.5)

-

Change in Receivables, Payables & Inventory

0.4

0.6

0.2

(0.5)

(3.5)

(3.0)

OPEB Expense (Net of Payments)

(0.3)

(1.1)

(0.8)

(1.4)

(5.9)

(4.5)

Pension  Expense (Net of Payments)

-

0.8

0.8

0.9

3.8

2.9

DC VEBA

-

-

-

(1.0)

-

1.0

Accrued Expenses & Other

1.9

0.1

(1.8)

4.3

6.1

1.8

Adjusted Operating Cash Flow

(1.3)

(5.2)

(3.9)

(2.4)

(19.2)

(16.8)

Asset Sales (including Allison)

-

0.3

0.3

5.7

0.5

(5.2)

Cash Restructuring Costs

(0.4)

(0.2)

0.2

(1.4)

(1.2)

0.2

Delphi - Cash Restructuring Costs

-

(0.2)

(0.2)

(0.3)

(1.4)

(1.1)

Special Cash Charges

(0.4)

(0.1)

0.3

4.0

(2.1)

(6.1)

Adjusted Operating Cash Flow after Special Cash Charges

(1.7)

(5.3)

(3.6)

1.6

(21.3)

(22.9)

Non-Operating Related

-

-

VEBA Withdrawals

2.7

0.8

(1.9)

2.7

1.4

(1.3)

Dividends

(0.1)

-

0.1

(0.6)

(0.3)

0.3

Change in Debt

(0.9)

3.0

3.9

(0.6)

8.0

8.6

GMAC Related

-

(0.1)

(0.1)

(1.1)

(0.5)

0.6

GMAC Asset Carve Out Flows

0.2

0.3

0.1

0.9

1.4

0.5

Change in ST VEBA

(2.9)

(0.3)

2.6

(1.9)

(0.6)

1.3

FX Impact on Non-USD Cash Balances

-

(0.5)

(0.5)

0.3

(0.8)

(1.1)

Other

0.1

(0.1)

(0.2)

(0.4)

(0.7)

(0.3)

Total Non-Operating Related

(0.9)

3.1

4.0

(0.7)

7.9

8.6

Net Change in Cash and Cash-related

(2.6)

(2.2)

0.4

0.9

(13.4)

(14.3)

Key Cash Flow Variance Drivers

•

Change in Pension and OPEB mainly driven by UAW VEBA curtailment

26

$ Billions

4Q07

4Q08

F/(U)

CY 2007

CY 2008

F/(U)

UAW VEBA Curtailment

-

-

-

-

(4.9)

(4.9)

Salaried Post-65 OPEB Settlement

-

-

-

-

1.7

1.7

IUE-CWA Curtailment

-

(0.3)

-

(0.3)

(0.3)

All Other

-

0.0

0.0

(0.0)

(0.0)

0.0

Subtotal -

OPEB Special Charges

-

(0.3)

(0.3)

(0.0)

(3.5)

(3.4)

OPEB FAS 106 Expense

0.6

0.2

(0.4)

2.4

1.4

(1.0)

OPEB Payments

(0.9)

(1.0)

(0.1)

(3.8)

(3.8)

(0.1)

TOTAL OPEB expense (net of payments)

(0.3)

(1.1)

(0.8)

(1.4)

(5.9)

(4.5)

Restructuring, and U.S. Hourly SAP & Related

-

-

-

-

3.5

3.5

U.S. Salaried Window

-

0.3

0.3

-

0.3

0.3

All Other

-

0.2

0.2

0.2

0.3

0.1

Subtotal -

Pension Special Charges

-

0.4

0.4

0.2

4.1

3.9

Pension Payments

(0.2)

(0.3)

(0.0)

(0.9)

(1.1)

(0.1)

Pension FAS 87 Expense

0.3

0.7

0.4

1.6

0.8

(0.8)

TOTAL Pension expense  (net of payments)

0.0

0.8

0.8

0.9

3.8

2.9

(0.3)

U.S. Pensions

27

Actuals

($ Billions)

2007

2008

U.S. Pension Expense / (Income)

1.1

3.2

Related Interest Expense

1.1

0.9

Total Expense / (Income)

2.2

4.0

FAS 87 Pension Expense / (Income)

0.5

(0.6)

YE Funded Status

1

20.0

(12.4)

Hourly

11.8

(10.9)

Salaried

8.2

(1.5)

YE Discount Rate

6.4%

6.3%

Asset Returns

10.7%

(11.0)%

Contributions

1

0.0

0.0

1

Reflects U.S. Hourly and Salaried Qualified Pension Plans only

U.S. Pension Funded Status –

CY2008 vs. CY2007

28

Note:  Funded status excludes U.S. Non-Qualified plan PBO of $1.2 billion

20.0

(5.9)

(11.3)

(2.2)

(1.2)

(7.5)

(4.3)

(12.4)

-15

-10

-5

0

5

10

15

20

25

12/31/07

Funded

Status

Service &

Interest Cost

Asset

Returns

Actuarial

Assumptions

Discount

Rate

Hourly Plan

Specific

Salaried Plan

Specific

12/31/08

Funded

Status

$ Billions

Funded

Status

124%

Funded

Status

87%

Est. ROA = (11.0)%

(2.3)

UAW Special Attrition Program

(2.7)

VEBA Settlement Pension Increase

(2.3)

Delphi Hourly Pension

(0.2)

IUE Contract

(3.7)

Post-65 Benefit Increase

(0.6)

Window Retirement

Program

U.S. Healthcare Spending & OPEB Expense

29

Actuals

($ Billions)

2007

2008

U.S. OPEB Expense

2.1

(2.4)

OPEB Liability

59.7

40.0

VEBA Assets

16.3

10.0

Net Liability

43.4

30.0

U.S. Health Care Cash Payments

Active

1.3

1.1

Retired

3.3

3.3

Total Cash

4.6

4.4

Mitigation VEBA Contributions

1.0

-

Assumptions

2007

2008

Year-end Discount Rate

6.4%

6.4%

OPEB Health Care Trend Rate*

9.0%

8.3%

* OPEB trend rate in initial year, ultimate trend rate assumed to be 5.0% in six years

GMNA

Contribution

Margin

–

CY2009

vs.

CY2008

(4.0)   Industry decline

(1.3)   Inventory related

(0.3)   Segment mix / other

0.6   Brand/Option Mix

(0.2)   Fleet mix/other

0.4  Commodities

0.2  Freight

Key Drivers

1.7   U.S.

(largely in market)

0.3   Canada

(largely in market)

0.5   All Other

2008 Aggregate CM

$  21.1

Volume

(5.6)

Mix

0.4

Price

2.5

Absence of 2008 Lease Residual

1.8

Material & Freight

0.6

2009 Aggregate CM

$  20.8

$ Billions –

Increase / (Decrease)

CY

30

GMNA Structural Cost –

CY2009 vs. CY2008

JOBs Suspension

SAP Programs

Capacity Actions

Tier II Wage Structure

UAW Tentative Agreement

Impact of portfolio actions &

salaried headcount initiative

Higher Delphi Cost

Lower Scrap Revenue

Absence of favorable

intercompany eliminations &

inventory adjustments

Key Drivers

Reduction primarily due to

lower industry volume

2008 Structural Cost

$  30.8

Tools/Manufacturing

(4.2)

Engineering

(0.6)

Marketing

(0.8)

Retiree Pension/OPEB

0.4

Other

0.7

2009 Structural Cost

$  26.3

$ Billions –

Increase / (Decrease)

CY

Primarily impact of

unfavorable asset returns

partially offset by labor

initiatives

31

Summary

•

Results marked by dramatic deterioration in economic and market

conditions, falling consumer confidence and declining auto markets

in the U.S. and around the world

•

Expect 2009 to remain challenging

•

Moving aggressively to align cost structure with dramatically lower

industry demand

•

Continuing to develop and launch exciting new vehicles and

innovative technologies, and position the company for future growth

32

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

S-0

Reconciliation to Adjusted Net Income / EPS Q4 2008

$ Millions, except for EPS

QTD December 31, 2008

GMNA

GME

GMLAAM

GMAP

Auto

Elims

Total Auto

GMAC

Corp.

Other

Other

Financing

Total

Total Net Sales & Revenue

19,280

6,418

4,707

2,608

(2,401)

30,612

-

-

166

30,778

Income (loss) before tax

(3,523)

(1,890)

(181)

(917)

103

(6,408)

(1,406)

(1,084)

39

(8,859)

Tax (expense) benefit

-

-

-

-

-

-

-

(700)

(37)

(737)

Net Income (loss)

(3,523)

(1,890)

(181)

(917)

103

(6,408)

(1,406)

(1,784)

2

(9,596)

EPS - Basic and Diluted

($15.71)

Pre-tax adjustments:

Impairments

531

497

27

38

-

1,093

-

-

-

1,093

Delphi Related

-

-

-

660

660

Goodwill Impairment

134

440

-

-

-

574

-

-

-

574

Restructuring 

757

33

-

-

-

790

-

110

-

900

GMAC Related

-

-

-

-

-

-

(533)

-

-

(533)

Deferred Tax Asset Valuation Allowance

-

(36)

-

-

-

(36)

-

-

(13)

(49)

1,422

934

27

38

-

2,421

(533)

770

(13)

2,645

Tax adjustments:

Deferred Tax Asset Valuation Allowance

-

-

-

-

-

-

-

1,037

19

1,056

Total Adjustments

1,422

934

27

38

-

2,421

(533)

1,807

6

3,701

Total Adjust. - Net Revenue

-

-

-

-

-

-

-

-

-

-

Adjusted Net Revenue

19,280

6,418

4,707

2,608

(2,401)

30,612

-

-

166

30,778

Income (loss) before tax

(2,101)

(956)

(154)

(879)

103

(3,987)

(1,939)

(314)

26

(6,214)

Tax expense

-

-

-

-

-

-

-

337

(18)

319

Adjusted Net Income (loss)

(2,101)

(956)

(154)

(879)

103

(3,987)

(1,939)

23

8

(5,895)

Adjusted EPS - Basic and Diluted

($9.65)

S-1

Reconciliation to Adjusted Net Income / EPS Q4 2007

S-2

$ Millions, except for EPS

QTD December 31, 2007

GMNA

GME

GMLAAM

GMAP

Auto

Elims

Total Auto

GMAC

Corp.

Other

Other

Financing

Total

Total Net Sales & Revenue

28,121

10,710

6,040

5,342

(3,695)

46,518

-

-

286

46,804

Income (loss) before tax

(1,252)

(445)

424

72

(24)

(1,225)

(394)

(1,641)

90

(3,170)

Tax (expense)/benefit

-

-

-

-

-

-

-

1,553

90

1,643

Net income (loss) from Cont. Ops.

(1,252)

(445)

424

72

(24)

(1,225)

(394)

(88)

180

(1,527)

Net income for Disc. Ops.

-

-

-

-

-

-

-

-

-

-

Gain on Sale of Disc Ops.

805

-

-

-

-

805

-

-

-

805

Net Income (loss)

(447)

(445)

424

72

(24)

(420)

(394)

(88)

180

(722)

EPS -

Basic and Diluted

($1.28)

Delphi

-

-

-

-

-

-

-

1,174

-

1,174

Restructuring/Special attrition program

60

230

-

-

-

290

-

-

-

290

Product impairments

169

-

-

-

-

169

-

-

-

169

Plant closures

(37)

-

-

-

-

(37)

-

(6)

-

(43)

192

230

-

-

-

422

-

1,168

-

1,590

Tax adjustments:

Deferred tax asset valuation allowance

-

-

(17)

-

(17)

Allison gain on sale

(805)

-

-

-

-

(805)

-

-

-

(805)

Total Adjustments

(613)

230

-

-

-

(383)

-

1,151

-

768

Total Adjust. -

Net Revenue

-

-

-

-

-

-

-

-

-

-

Adjusted Net Revenue

28,121

10,710

6,040

5,342

(3,695)

46,518

-

-

286

46,804

Income (loss) before tax

(1,060)

(215)

424

72

(24)

(803)

(394)

(473)

90

(1,580)

Tax (expense)/benefit

-

-

-

-

-

-

-

1,536

90

1,626

Net income (loss) from Cont. Ops.

(1,060)

(215)

424

72

(24)

(803)

(394)

1,063

180

46

Net income from Disc. Ops.

-

-

-

-

-

-

-

-

-

-

Adjusted Net Income (loss)

(1,060)

(215)

424

72

(24)

(803)

(394)

1,063

180

46

Adjusted EPS -

Basic and Diluted

$0.08

Pre-tax adjustments:

Reconciliation to Adjusted Net Income / EPS CY 2008

S-3

$ Millions, except for EPS

GMNA

GME

GMLAAM

GMAP

Auto

Elims

Total Auto

GMAC

Corp.

Other

Other

Financing

Total

YTD December 31, 2008

Total Net Sales & Revenue

86,187

34,388

20,260

17,828

(10,931)

147,732

-

-

1,247

148,979

Income (loss) before tax

(14,076)

(2,798)

1,295

(800)

34

(16,345)

(7,161)

(5,742)

154

(29,094)

Tax (expense)/benefit

-

-

-

-

-

-

-

(2,458)

692

(1,766)

Net income (loss) from Cont. Ops.

(14,076)

(2,798)

1,295

(800)

34

(16,345)

(7,161)

(8,200)

846

(30,860)

Net income from Disc. Ops.

-

-

-

-

-

-

-

-

-

-

Gain on sale of Disc. Op.

-

-

-

-

-

-

-

-

-

-

Net Income (loss)

(14,076)

(2,798)

1,295

(800)

34

(16,345)

(7,161)

(8,200)

846

(30,860)

EPS

-

Basic

and

Diluted

($53.32)

Pre-tax adjustments:

Restructuring & 2008 SAP

5,945

264

-

98

-

6,307

-

110

-

6,417

UAW VEBA Curtailment Gain

(3,684)

-

-

-

-

(3,684)

-

(1,217)

-

(4,901)

Delphi Related

-

-

-

-

-

-

-

4,796

-

4,796

GMAC Related

-

-

-

-

-

-

2,504

-

-

2,504

Salaried Post-65 Healthcare Settlement

1,172

-

-

-

-

1,172

-

532

-

1,704

Product Specific Impairments

531

497

27

38

-

1,093

-

-

-

1,093

Goodwill Impairment

134

440

-

-

-

574

-

-

-

574

DTA valuation allow. & assoc. items

-

(36)

-

-

-

(36)

-

-

(13)

(49)

All Other

536

-

-

-

-

536

-

(50)

-

486

4,634

1,165

27

136

-

5,962

2,504

4,171

(13)

12,624

Tax adjustments:

DTA valuation allow. & assoc. items

-

-

-

-

-

-

-

1,431

19

1,450

Total Continuing Operations

4,634

1,165

27

136

-

5,962

2,504

5,602

6

14,074

Gain on sale of Allison

-

-

-

-

-

-

-

-

-

-

Total Adjustments

4,634

1,165

27

136

-

5,962

2,504

5,602

6

14,074

Total

Adjust.

-

Net

Revenue

-

-

-

-

-

-

-

-

-

-

Adjusted Net Revenue

86,187

34,388

20,260

17,828

(10,931)

147,732

-

-

1,247

148,979

Income (loss) before tax

(9,442)

(1,633)

1,322

(664)

34

(10,383)

(4,657)

(1,571)

141

(16,470)

Tax benefit

-

-

-

-

-

-

-

(1,027)

711

(316)

Net income (loss) from Cont. Ops.

(9,442)

(1,633)

1,322

(664)

34

(10,383)

(4,657)

(2,598)

852

(16,786)

Net income from Disc. Ops.

-

-

-

-

-

-

-

-

-

-

Adjusted Net Income (loss)

(9,442)

(1,633)

1,322

(664)

34

(10,383)

(4,657)

(2,598)

852

(16,786)

Adjusted

EPS

-

Basic

and

Diluted

($29.00)

Reconciliation to Adjusted Net Income / EPS CY 2007

S-4

$ Millions, except for EPS

GMNA

GME

GMLAAM

GMAP

Auto

Elims

Total Auto

GMAC

Corp.

Other

Other

Financing

Total

YTD December 31, 2007

Total Net Sales & Revenue

112,448

37,478

18,894

20,317

(11,543)

177,594

-

-

2,390

179,984

Income (loss) before tax

(3,314)

(524)

1,348

681

(59)

(1,868)

(1,147)

(3,605)

485

(6,135)

Tax (expense)/benefit

-

-

-

-

-

-

-

(37,129)

(33)

(37,162)

Net income (loss) from Cont. Ops.

(3,314)

(524)

1,348

681

(59)

(1,868)

(1,147)

(40,734)

452

(43,297)

Net income from Disc. Ops.

256

-

-

-

-

256

-

-

-

256

Gain on sale of Disc. Op.

4,309

-

-

-

-

4,309

-

-

-

4,309

Net Income (loss)

1,251

(524)

1,348

681

(59)

2,697

(1,147)

(40,734)

452

(38,732)

EPS -

Basic and Diluted

($68.45)

Pre-tax adjustments:

Delphi

-

-

-

-

-

-

-

2,099

-

2,099

Other valuation allow adjust

-

-

-

-

-

-

-

-

-

-

Pension prior service cost

1,310

-

-

-

-

1,310

-

251

-

1,561

Restructuring/special atttrition

program

289

579

-

50

-

918

-

-

-

918

Product impairments

264

13

277

277

Plant closures

(84)

-

-

-

-

(84)

-

(6)

-

(90)

1,779

579

-

63

-

2,421

-

2,344

-

4,765

Tax adjustments:

Tax

on

regional

special

items

-

non

DTA

-

-

-

-

-

-

-

(47)

-

(47)

DTA valuation allow. & assoc. items

-

-

-

-

-

-

-

38,177

123

38,300

-

-

-

-

-

-

-

-

-

-

Total Continuing Operations

1,779

579

-

63

-

2,421

-

40,474

123

43,018

Gain on sale of Allison

(4,309)

-

-

-

-

(4,309)

-

-

-

(4,309)

Total Adjustments

(2,530)

579

-

63

-

(1,888)

-

40,474

123

38,709

Total Adjust. -

Net Revenue

-

-

-

-

-

-

-

-

-

-

Adjusted Net Revenue

112,448

37,478

18,894

20,317

(11,543)

177,594

-

-

2,390

179,984

Income (loss) before tax

(1,535)

55

1,348

744

(59)

553

(1,147)

(1,261)

485

(1,370)

Tax benefit

-

-

-

-

-

-

-

1,001

90

1,091

Net income (loss) from Cont. Ops.

(1,535)

55

1,348

744

(59)

553

(1,147)

(260)

575

(279)

Net income from Disc. Ops.

256

-

-

-

-

256

-

-

-

256

Adjusted Net Income (loss)

(1,279)

55

1,348

744

(59)

809

(1,147)

(260)

575

(23)

Adjusted

EPS

-

Basic

and

Diluted

($0.04)

Reconciliation of Automotive & Corp/Other Cash Flow

Q4 and CYTD

S-5

General Motors Corporation

Automotive and Corp/Other

GAAP to Managerial Cash Flow reconciliation

$ Billions

Q4 2008

CYTD 2008

Q4 2007

CYTD 2007

Net Cash Provided By Operating Activities (GAAP) *

(2.8)

(13.3)

3.4

5.4

Reclassifications to/ (from) U.S. GAAP

-

Expenditures for PPE & Special Tools

(2.0)

(7.5)

(2.6)

(7.5)

-

VEBA Withdrawls

(0.8)

(1.4)

(2.7)

(2.7)

-

Cash Restructuring Costs

0.2

1.2

0.4

1.4

-

Delphi -

Cash Restructuring Costs

0.2

1.4

-

0.3

-

Other

-

0.4

0.2

0.7

Total Reconciling Items 

(2.4)

(5.9)

(4.7)

(7.8)

Adjusted Operating Cash Flow before Special Items

(5.2)

(19.2)

(1.3)

(2.4)

* Operating Cash Flow from Continuing Operations

Reconciliation

to

Pension

Expense

(CY2007,

CY2008)

S-6

$ Millions

2007 Total

FAS 87 Expense

507

FAS 88 Expense

5

Other

Delphi Benefit Increases

552

Allison

19

Guide Prepaid

(17)

Other -

Data Remediation

49

Total Other

603

Total Pension Expense

1,114

$ Millions

2008 Total

FAS 87 Expense

(628)

FAS 88 Expense Items:

SAP II curtailment loss and special term benefit

3,241

Moraine plant closing special term benefit

8

Delphi SAP special term benefit

5

Salaried Window special term benefit

299

Total FAS 88 Expense

3,553

Other -

Data Remediation

269

Total Pension Expense

3,194