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GM Reports Net Loss of $115 Million in Preliminary Third-Quarter 2006 Financial Results


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- Reported net loss of $115 million, or $0.20 per share - Adjusted net income of $529 million, or $0.93 per share diluted - Record third-quarter revenue of $48.8 billion - Upper end of estimated Delphi exposure reduced by $4.5 billion

DETROIT, Oct. 25 -- General Motors Corp. today reported significantly improved preliminary financial results for the third quarter of 2006. The company posted a profit on an adjusted basis, excluding special items, and generated its third consecutive quarter of record revenue.

GM reported a net loss of $115 million, or $0.20 per share, for the third quarter of 2006, compared with a loss of $1.7 billion, or $2.94 per share, for the year-ago quarter. The net loss for this year's third quarter included $644 million, or $1.13 per share, in charges for special items, including goodwill impairment at GMAC and an increase to the charge associated with Delphi's reorganization.

GM reported 2006 third-quarter adjusted net income, excluding special items, of $529 million, or $0.93 per share diluted, on revenue of $48.8 billion. These results represent a $1.6 billion improvement from the year-ago loss of $1.1 billion. GM's global automotive operations almost fully accounted for the improvement, while lower GMAC results were more than offset by benefits associated with certain tax matters.

As a result of progress in ongoing discussions regarding the bankruptcy filing by Delphi Corp. and updated estimates related to certain benefit guarantees, GM has significantly narrowed the range of its estimated potential exposure related to this filing. The new range is between $6.0 and $7.5 billion pre-tax, as compared to a previously disclosed range of $5.5 to $12 billion. GM believes the more likely amount of the liability is at the lower end of this new range. Reflecting these updated estimates, GM has also increased the reserve for its contingent liability for Delphi by $500 million in the third quarter, bringing the total charges taken to date to $6 billion pre-tax. In addition to these charges, the final agreement with Delphi may result in GM agreeing to reimburse Delphi for certain labor expenses to be incurred upon and after Delphi's emergence from bankruptcy. The initial payment in 2007 is not expected to exceed approximately $400 million pre-tax, and the ongoing expenses would be of limited duration and estimated to average less than $100 million pre-tax annually. GM expects these payments to be far exceeded by anticipated reductions in Delphi material cost premiums.

"Our third quarter results again reflect significant progress in our fast- paced initiatives to turn around our business and create a company that is leaner, faster and positioned for long-term sustainable growth," said Chairman and Chief Executive Officer Rick Wagoner. "Our turnaround efforts in North America and Europe are well underway, and having a large impact on the bottom line, as evidenced by the $1.6 billion improvement for the quarter. This improvement in North America and Europe, combined with the strong sales growth and earnings performance we see in Asia and Latin America, confirm that our plan is on track. We have more work to do, and we remain focused on continuing progress in the quarters to come.

"In addition to the automotive turnaround, our near-term priorities include the successful resolution of the Delphi negotiations and closing the GMAC transaction," said Wagoner. "While a number of important issues still remain to be resolved, we are encouraged by the progress we have made on Delphi, and remain optimistic that we can achieve a consensual agreement. Regarding GMAC, we have completed several key milestones in the process and continue to work toward a fourth-quarter close."

GM Automotive Operations

Net income from global automotive operations improved by $1.5 billion year-over-year, posting a loss of $116 million on an adjusted basis, excluding special items (reported net loss of $62 million). This improvement is due primarily to significant improvement in North America, along with continued strong performance in other regions.

GM's global market share in the third quarter was 13.9 percent, up slightly from the second quarter market share of 13.7 percent, but down from 14.4 percent in the third quarter of 2005. The change in market share is largely attributable to the company's strategy of reducing sales of low-margin daily rental vehicles in North America and Europe. GM share in the U.S., however, set a stronger pace in the third quarter at 25.1 percent, its highest quarterly result in 2006.

GM North America posted an adjusted net loss of $367 million in the third quarter of 2006 (reported net loss of $374 million), a $1.3 billion improvement year-over-year, despite a decrease in production of 96,000 units. This significant progress largely reflects improvements in structural costs, as the company executes the pension, health care and manufacturing cost reduction initiatives related to its North American turnaround plan. The structural cost reductions, which are on track to total $6 billion in 2006, far offset the impact of the lower production for the quarter.

"There continues to be excellent progress in North America, with over $3.4 billion of net income improvement in the first nine months of the year. We are encouraged by the results, but we recognize that there is still more work to be done," Wagoner said. "We are on track to meet the structural cost reduction target of $9 billion on an average annual running rate basis by the end of 2006. Just as important, our aggressive new product launch program, a result of our increased capital spending, continues this fall with the introduction of our all-new Chevrolet Silverado and GMC Sierra pickups and the Saturn Outlook and GMC Acadia crossovers."

GM Europe posted an adjusted net loss for the quarter of $16 million (reported net loss of $103 million) reflecting an improvement of $105 million from the prior year's loss of $121 million. The results reflect continued execution of the GME restructuring plan, emphasizing both structural cost reductions and improved quality of sales.

"Our turnaround in Europe is in full gear. The region continues to make strides in cost reduction, augmented by pricing improvements arising from a focused sales and marketing strategy including lower rental fleet volume," Wagoner said. "We are seeing strong results from our Chevrolet brand, which posted record sales in Europe for the quarter. And, the newly launched Opel/Vauxhall Corsa is on track to exceed its 2006 objectives, with approximately 130,000 orders already placed in Europe."

GM Asia Pacific posted adjusted net earnings of $83 million for the third quarter (reported net earnings of $231 million), down from last year's earnings of $188 million. The difference primarily reflects the loss of income from Suzuki following the reduction in GM's equity interest in Suzuki and costs associated with launching the important all-new Holden Commodore and Statesman models in Australia. Strong sales performance in the region continued as market share increased to 6.2 percent from 5.9 percent, driven primarily by growth in Korea and China. GM products continue to gain strong acceptance in the fast-growing China market, with record third quarter sales of 192,000 units, up 17 percent over the same period last year. GM's global sales of GM Daewoo products exceeded 276,000 units in the third quarter, up 21 percent over third quarter 2005.

GM Latin America, Africa and Middle East posted strong adjusted and reported net earnings of $184 million for the third quarter, which reflects an improvement of $153 million from the year-ago period. The results primarily reflect an increase in volume generated by new product launches throughout the region. Market share in the region increased to 17.3 percent from 16.7 percent in the year-ago period as a result of strong sales in Brazil, South Africa, Colombia and the Middle East.

"Our Latin America, Africa and Middle East region posted their best quarterly financial results in nine years," said Wagoner. "We are seeing strong performance and growth in virtually every market in the region -- a great example of leveraging our global product portfolio in key growth markets."

GMAC

GMAC Financial Services earned adjusted net income of $346 million in the third quarter of 2006, as compared to record net income in the year-ago period of $654 million. GMAC's reported net loss for the quarter totaled $349 million, which included non-cash goodwill impairment charges of $695 million after-tax related to GMAC's Commercial Finance business.

GMAC's financing operations earned $136 million for the third quarter, as compared to $139 million earned in the year-ago period. These results include an expense of $135 million related to GMAC's successful third quarter offer to repurchase $1 billion worth of certain zero coupon bonds, which will result in improved earnings in future quarters. Auto Finance results otherwise benefited from an increase in net financing revenue as a result of strong retail financing penetration as well as lower provisions for credit losses.

ResCap's net income was $76 million in the third quarter of 2006, down from $282 million earned in the third quarter of 2005. The decrease in earnings was attributable to the challenging U.S. mortgage market which has negatively impacted margins and credit performance despite year-over-year increases in production. Mortgage originations totaled $51.5 billion for the quarter, representing a slight increase from $51.3 billion in the same period in the prior year.

GMAC's Insurance operations generated record quarterly net income of $191 million in the third quarter, up $102 million from earnings of $89 million in the year-ago period, primarily attributable to a combination of favorable loss performance and higher capital gains.

Excluding the goodwill impairment charge, GMAC's Other segment, which includes the Commercial Finance business unit and GMAC's equity investment of approximately 22 percent in Capmark Financial Group Inc. (Capmark), incurred an adjusted loss of $57 million (reported net loss of $752 million including the goodwill impairment charge), compared to $144 million earned in the same period last year. This decline results partially from GMAC's reduction in ownership interest of Capmark as a result of the first quarter sale. In addition, it includes the negative impact of higher credit provisions at Commercial Finance.

GMAC paid GM a $500 million dividend in the third quarter, resulting in 2006 year-to-date cash dividends of $1.9 billion.

GMAC continues to maintain adequate liquidity, while prudently reducing its excess levels of cash to more moderate levels with cash reserve balances at Sept. 30, 2006 of $14.1 billion, including $9.1 billion in cash and cash equivalents and $5.0 billion invested in marketable securities. This compares with cash balances of approximately $23 billion at June 30, 2006.

Cash and Liquidity

Cash, marketable securities, and readily-available assets of the Voluntary Employees' Beneficiary Association (VEBA) trust totaled $20.4 billion at Sept. 30, 2006, down from $22.9 billion on June 30, 2006, but up from $19.2 billion on Sept. 30, 2005. GM withdrew $2 billion from the VEBA trust in the third quarter to fund health care.

Forward-Looking Statements

In this release and in related comments by General Motors' management, we will use words like "expect," "anticipate," "estimate," "forecast," "initiative," "objective," "plan," "goal," "project," "outlook," "priorities," "target," "intend," "evaluate," "pursue," "seek," "may," "would," "could," "should," "believe," "potential," "continue," "designed," or "impact" to identify forward-looking statements that represent our current judgments about possible future events. We believe these judgments are reasonable, but GM's actual results may differ materially due to a variety of important factors.

Among other items, such factors include: our ability to achieve reductions in costs as a result of the turnaround restructuring, health care cost reductions and accelerated attrition programs, to realize production efficiencies and to implement capital expenditures at levels and times planned by management; the pace of product introductions and market acceptance of our new products; changes in the competitive environment and the effect of competition in our markets, including on our pricing policies; our ability to maintain adequate liquidity and financing sources and an appropriate level of debt; restrictions on GMAC's and ResCap's ability to pay dividends and prepay subordinated debt obligations to us; the final results of investigations and inquiries by the SEC and other government agencies; changes in relations with unions and employees/retirees and the legal interpretations of the agreements with those unions with regard to employees/retirees; our ability to complete the timely sale of a 51-percent controlling interest in GMAC and the effect of that sale on the results of GM's and GMAC's operations and liquidity and their respective credit ratings; labor strikes or work stoppages at GM or its key suppliers such as Delphi Corporation or financial difficulties at those key suppliers; negotiations and bankruptcy court actions with respect to our relationship with Delphi, particularly GM's ability to obtain a consensual resolution of its issues with Delphi on acceptable terms; and potential increases in our product warranty costs and costs associated with product recalls or product liability.

Other factors are the effects of transactions or alliances entered into by one or more of our competitors; additional credit rating downgrades and their effects; costs and risks associated with litigation; new or amended laws, regulations, policies or other activities of governments, agencies and similar organizations; price increases or shortages of fuel; changes in economic conditions, commodity prices, currency exchange rates or political stability in the markets in which we operate; and other factors affecting financing and insurance operating segments' results of operations and financial condition such as credit ratings, adequate access to the market, changes in the residual value of off-lease vehicles, changes in U.S. government-sponsored mortgage programs or disruptions in the markets in which its mortgage subsidiaries operate, and changes in its contractual servicing rights.

In addition to these factors, a variety of other factors may materially affect GMAC's actual results, including: changes in the competitive environment and the effect of competition in GMAC's markets, including GMAC's pricing policies; GMAC's ability to maintain adequate financing sources and an appropriate level of debt; the profitability and financial condition of GM, including changes in production or sales of GM vehicles and risks based on GM's contingent benefit guarantees; changes in GMAC's accounting assumptions that may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; and the threat of natural calamities.

The most recent annual reports on Form 10-K and quarterly reports on Form 10-Q filed by GM and GMAC provide information about these factors, which may be revised or supplemented in future reports to the SEC on those forms or on Form 8-K. We caution investors not to place undue reliance on forward-looking statements, and do not undertake any obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other such factors that affect the subject of these statements, except where expressly required by law.

                         General Motors Corporation
                             Non-GAAP Disclosure

   GM includes the use of non-GAAP adjusted net income (loss) in its
   earnings releases and charts for securities analysts. GM management
   evaluates its business and makes certain operating decisions (e.g.,
   budgeting, forecasting, employee compensation, asset management and
   resource allocation) using adjusted net income. Management believes
   that because this measure provides it with useful supplemental
   information for evaluating and operating the business, investors
   would find it beneficial to have the opportunity to view the business
   in the same manner. Adjusted net income is a measure that focuses
   on the Corporation's core business operations and facilitates
   comparison of those businesses from period to period on a consistent
   basis. Management also believes it is appropriate in evaluating the
   Corporation's operations to exclude restructuring charges and any
   gain or losses from one-time items because these costs vary in size
   and frequency among the four geographic regions, since inclusion of
   these events would make results less comparable between periods and
   between regions.

   GM also includes the use of non-GAAP managerial automotive
   operating cash flow in its earnings releases and charts for securities
   analysts. Management believes that providing managerial automotive
   operating cash flow furnishes it and investors with useful information
   by representing the cash flow generated or consumed by its automotive
   operations, including cash consumed by automotive capital expenditures
   and equity investments in companies related to our core business and
   cash generated by sales of automotive operating assets and equity
   investments in companies related to our core business, before funding
   non-operating-related obligations including debt maturities,
   dividends and other non-operating items.

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

   Non-GAAP measures should not be considered as a substitute for
   measures of financial performance prepared in accordance with GAAP.
   Investors and potential investors are encouraged to review the
   reconciliation of non-GAAP financial measures contained within the
   attached press release with their most directly comparable GAAP
   financial results.

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

                                 Three Months Ended     Year to Date
                                   Sept. 30, 2006      Sept. 30, 2006
                                  ---------------      ---------------
                                   Net      $1-2/3      Net      $1-2/3
                                  Income      EPS      Income     EPS
                                  ------    -----      ------    -----
   REPORTED
   --------
   Net Loss                       $(115)   $(0.20)   $(3,049)   $(5.39)
                                    ===      ====      =====      ====
   ADJUSTMENTS
   -----------
   Delphi (A)                       325      0.57        325      0.57
   GMAC Commercial Finance
    Goodwill Impairment (B)         695      1.23        695      1.23
   Held for Sale Adjustment for
     GMAC (C)                      (322)    (0.57)       368      0.65
   Special Attrition Program (D)   (105)    (0.18)     3,554      6.28
   Restructuring (E)                 87      0.15        396      0.70
   Product Impairments (F)          112      0.20        309      0.55
   Tax related items (G)           (148)    (0.26)      (148)    (0.26)
   Sale of Investments (H)            -         -       (584)    (1.03)
                                    ---      ----      -----      ----
   Subtotal                         644      1.14      4,915      8.69

   ADJUSTED
   --------
                                    ---      ----      -----      ----
   Adjusted Income - Basic EPS     $529     $0.94     $1,866     $3.30
                                    ===      ====      =====      ====
   Adjusted EPS - Fully Diluted             $0.93                $3.29
                                             ====                 ====

   (A)  Based on current available data and ongoing discussions with
        Delphi and other stakeholders, GM increased its contingent
        liability by $325 million after-tax ($500 million pre-tax).
        GM recorded a charge of $3.6 billion after-tax ($5.5 billion
        pre-tax) in the fourth quarter of December 2005.  GM's current
        estimate of the range of reasonably possible outcomes are
        between $6 billion and $7.5 billion.  GM believes the more likely
        amount of the liability is at the lower end of this new range.
        We may incur a payment in 2007 not expected to exceed $400
        million pre-tax and additional ongoing expenses on a limited
        duration estimated to be less than $100 million (pre-tax) annually.

   (B)  During the third quarter GMAC's commercial finance business
        recognized a goodwill impairment charge of $695 million after
        tax ($839 million pre-tax). The charge was the result of a
        decision made by new management to eliminate certain low margin
        product lines in its commercial finance business.

   (C)  An adjustment was made in the third quarter to reflect the net
        assets held for sale at September 30, 2006 at their net
        realizable value as required by SFAS 144. GM recognized a
        reversal of losses previously recognized due to the fact that
        an impairment charge was recorded by GMAC's commercial finance
        business.

        Year to date results include losses previously taken on the
        pending sale of a 51% interest in GMAC.

                         General Motors Corporation
                      List of Special Items - After Tax
                                 (Unaudited)

   (D)  Favorable adjustments of $105 million after tax to adjust
        other personnel related accruals as a result of the GMNA hourly
        attrition plan.

        Year-to-date relates to the results of the GM-UAW-Delphi
        Special Attrition Program, primarily for payments to employees
        (approximately $1.4 billion) and for the curtailment charges
        associated with GM's U.S. hourly pension plan as a result of
        the attrition program (approximately $2.9 billion). The charge
        also includes a favorable revision of the accrual taken in the
        fourth quarter of 2005 for the North American plant capacity
        actions (approximately $600 million).

   (E)  Relates to various restructuring initiatives and other matters,
        as follows:

        o  For the third quarter of 2006:
           o  Charges recognized at GME, primarily related to the
              elimination of a shift at the Ellesmere Port plant
              in the U. K. as well as the continuing separation
              activities related to the closure of the Azambuja plant.

        o  Year-to-date totals include the following :
           o  Charges totaling $182 million were recognized at GME,
              related to the announced closure in December 2006 of the
              GM assembly plant in Azambuja, Portugal, which includes
              amounts for the writedown to fair market value of plant
              assets, employee separation costs, and contract
              cancellation charges.
           o  Other restructuring charges of $42 million at GMLAAM.
           o  Estimated charges of $65 million related to separations
              of salaried employees at GMNA.

   (F)  In the third quarter GMNA recorded impairment charges of
        $112 million after-tax related to product specific assets and
        write down of plant assets in connection with the planned
        stoppage of production at the Doraville, Georgia assembly plant.

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

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

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

                                 Three Months Ended     Year to Date
                                  Sept. 30, 2005       Sept. 30, 2005
                                  --------------       --------------
                                   Net      $1-2/3      Net      $1-2/3
                                  Income      EPS      Income     EPS
                                  ------    -----      ------    -----
   REPORTED
   --------
   Net Loss                     $(1,664)   $(2.94)   $(3,904)   $(6.90)
                                  =====      ====      =====      ====
   ADJUSTMENTS
   -----------
   Salaried Attrition Program (A)     -         -        148      0.26
   Plant and facility
    Impairments (B)                 805      1.42        889      1.57
   Impairment of Investment
    in FHI(C)                         -         -        788      1.39
   GME Restructuring Charge (D)      56      0.10        604      1.07
   Tax Items (E)                   (311)    (0.55)      (858)    (1.52)
                                    ---      ----      -----      ----
   Subtotal                         550      0.97      1,571      2.77
   ADJUSTED
   --------
                                  -----      ----      -----      ----
   Adjusted Loss                $(1,114)   $(1.97)   $(2,333)   $(4.13)
                                  =====      ====      =====      ====

   (A)  Relates to voluntary early retirement and other separation
        programs in the U.S. in the first quarter of 2005.

   (B)  The third quarter charge of $805 million ($468 million at GMNA,
        $176 million at GME, $99 million at GMLAAM, and $62 million
        at GMAP) reflects the results of third quarter reviews of the
        carrying value of long-lived assets held and used, other than
        goodwill and intangible assets with indefinite lives. The
        impairments consist of $672 million, after tax, related to
        product-specific assets that were written down and $116 million,
        after tax, related to office and production facilities, which
        were still in service at year-end 2005. There were no employee
        idling or separation costs and no lease contracts were
        terminated. The year-to-date charge also includes $84 million,
        after tax, for the first quarter 2005 write-down to fair market
        value of various plant assets in connection with the cessation
        of production at the Lansing assembly plant.

   (C)  Relates to the write-down to fair market value, as of June 30,
        2005, of GM's investment in approximately 20% of the common
        stock of Fuji Heavy Industries (FHI).

   (D)  In the fourth quarter of 2004, GM Europe announced a
        restructuring plan targeting a reduction in annual structural
        costs of an estimated $600 million by 2006.  The restructuring
        charge of $56 million in the third quarter of 2005 relates to
        approximately 500 separations in the third quarter, as well as
        charges related to previous separations that are required to
        be amortized over future periods.  The year-to-date charge of
        $604 million also includes costs related to the separation
        of approximately 6,200 people in the first two quarters.

   (E)  Relates to tax benefits (including the Medicare Part D benefit
        in the U.S.), in excess of GM's previously communicated annual
        effective tax rate of 15%, which do not vary with the level
        of pre-tax income. Adjusted loss reflects an effective tax
        rate of 15%.

                         General Motors Corporation
                     Summary Corporate Financial Results
                                 (Unaudited)

                                   Third Quarter        Year to Date
                                  ---------------      --------------
                                   2006      2005       2006      2005
                                   ----      ----       ----      ----
   (Dollars in millions except per share amounts)
   Total net sales and
    revenues                    $48,821   $47,182   $155,461  $141,424
    Adjusted                    $48,821   $47,182   $154,520  $141,424
   Net income (loss)              $(115)  $(1,664)   $(3,049)  $(3,904)
    Adjusted                       $529   $(1,114)    $1,866   $(2,333)
   Net margin
    (Net income / Total net
      sales and revenues)          (0.2)%    (3.5)%     (2.0)%    (2.8)%
    Adjusted                        1.1%     (2.4)%      1.2%     (1.6)%
   Earnings (losses) per share
    - basic
    $1-2/3 par value             $(0.20)   $(2.94)    $(5.39)   $(6.90)
   Earnings (losses) per share
    - diluted
    $1-2/3 par value             $(0.20)   $(2.94)    $(5.39)   $(6.90)
   Earnings (losses) per share
    - adjusted diluted
    $1-2/3 par value              $0.93(1) $(1.97)     $3.29    $(4.13)
   GM $1-2/3 par value average
    shares outstanding (Mil's)
    Basic shares                    566       566        566       565
    Diluted shares                  567       566        567       565
   Cash dividends per share
    of common stock
    GM $1-2/3 par value           $0.25     $0.50      $0.75     $1.50

   See reconciliation of adjusted financial results and footnotes.

                         General Motors Corporation
                     Summary Corporate Financial Results
                                 (Unaudited)

                                   Third Quarter        Year to Date
                                  ---------------      --------------
                                   2006      2005       2006      2005
                                   ----      ----       ----      ----

   Book value per share of
    common stocks at Sept. 30
    GM $1-2/3 par value          $19.66    $38.87

   Auto & Other total cash
    & marketable securities
    at Sept. 30 ($Bil's)          $17.9     $15.1
    Readily-available assets
      in VEBA                      $2.5      $4.1
                                   ----      ----
    Total Auto & Other cash
      & marketable securities
      plus readily-available
      assets in VEBA              $20.4     $19.2
                                   ====      ====

   Auto & Other Operations
    ($Mil's)
    Depreciation                 $1,075    $1,256     $3,266    $3,818
    Amortization of special
      tools                         837     1,907      2,682     3,526
    Amortization of intangible
      assets                         16        14         45        37
                                  -----     -----      -----     -----
      Total                      $1,928    $3,177     $5,993    $7,381
                                  =====     =====      =====     =====

   GM's share of nonconsolidated
    affiliates' net income (loss)
    ($Mil's)
    Italy *                          NA        NA          0      $32
    Japan +                           0       $45        $21     $140
    China                           $87       $86       $257     $218
    South Korea #                     0        NA          0      $17

   *    During the second quarter of 2005, GM and Fiat S.p.A. completed
        the liquidation and termination of all joint ventures between
        them in existence at that time. As a result, GM regained
        complete ownership of all assets it originally contributed to
        each joint venture.
   +    GM sold its investment in FHI in the fourth quarter of 2005.
        GM sold most of its investment in Suzuki in the first quarter
        of 2006, and consequently now accounts for its remaining
        investment as an equity security, and no longer records income
        on the equity basis.
   #    Effective for the second quarter 2005, the results of GM Daewoo's
        operations are consolidated by GM.

                         General Motors Corporation
                     Summary Corporate Financial Results
                                 (Unaudited)

                                 Third Quarter
                                 2006 and 2005
                                --------------

   (Dollars in millions) Reported      Special Items      Adjusted
                         --------      -------------      --------
                      2006     2005     2006    2005   2006     2005
                      ----     ----     ----    ----   ----     ----
   Total net sales
    and revenues
   GMNA(2)          $24,897  $24,685      $ -    $ -  $24,897  $24,685
   GME (2)            7,487    7,252        -      -    7,487    7,252
   GMLAAM             3,636    2,991        -      -    3,636    2,991
   GMAP               3,851    3,752        -      -    3,851    3,752
                     ------   ------       --     --   ------   ------
    Total GMA        39,871   38,680        -      -   39,871   38,680
   Other(3)            (347)    (317)       -      -     (347)    (317)
                     ------   ------       --     --   ------   ------
   Total Auto &
    Other            39,524   38,363        -      -   39,524   38,363
                     ------   ------       --     --   ------   ------
   GMAC               9,299    8,710        -      -    9,299    8,710
   Other Financing(3)    (2)     109        -      -       (2)     109
                     ------   ------       --     --   ------   ------
    Total Financing   9,297    8,819        -      -    9,297    8,819
                     ------   ------       --     --   ------   ------
   Total net sales
    and revenues    $48,821  $47,182      $ -    $ -  $48,821  $47,182
                     ======   ======       ==     ==   ======   ======

   Income (loss)
    before income
    taxes, equity
    income, and
    minority interests
   GMNA               $(453) $(2,890)     $11   $743    $(442) $(2,147)
   GME                 (163)    (556)     123    348      (40)    (208)
   GMLAAM               188     (108)       -    150      188       42
   GMAP                  27        9        -     89       27       98
                      -----    -----    -----  -----    -----    -----
    Total GMA          (401)  (3,545)     134  1,330     (267)  (2,215)
   Other               (645)    (349)     501      -     (144)    (349)
                      -----    -----    -----  -----    -----    -----
    Total Auto &
      Other          (1,046)  (3,894)     635  1,330     (411)  (2,564)
                      -----    -----    -----  -----    -----    -----
   GMAC                (308)   1,024      839      -      531    1,024
   Other Financing      398       (1)    (393)     -        5       (1)

    Total Financing      90    1,023      446      -      536    1,023
                      -----    -----    -----  -----    -----    -----
   Total income (loss)
    before income
    taxes, equity
    income, and
    minority
    interests         $(956) $(2,871)  $1,081 $1,330     $125  $(1,541)
                      =====    =====    =====  =====    =====    =====

   See footnotes.

                         General Motors Corporation
                     Summary Corporate Financial Results
                                 (Unaudited)

                                Third Quarter
                                2006 and 2005
                               --------------

   (Dollars in millions) Reported      Special Items      Adjusted
                         --------      -------------      --------
                      2006     2005    2006     2005    2006      2005
                      ----     ----    ----     ----    ----      ----
   Net income (loss)
   GMNA(2)            $(374) $(2,175)    $7     $468    $(367)  $(1,707)
   GME (2)             (103)    (353)    87      232      (16)     (121)
   GMLAAM               184      (68)     -       99      184        31
   GMAP                 231      126   (148)      62       83       188
                      -----    -----    ---      ---      ---     -----
    Total GMA           (62)  (2,470)   (54)     861     (116)   (1,609)
   Other                (25)     145    325     (311)     300      (166)
                      -----    -----    ---      ---      ---     -----
    Total Auto &
      Other             (87)  (2,325)   271      550      184    (1,775)
                      -----    -----    ---      ---      ---     -----
   GMAC                (349)     654    695        -      346       654
   Other Financing      321        7   (322)       -       (1)        7
                      -----    -----    ---      ---    -----     -----
    Total Financing     (28)     661    373        -      345       661
                      -----    -----    ---      ---      ---     -----
   Net income (loss)  $(115) $(1,664)  $644     $550     $529   $(1,114)
                      =====    =====    ===      ===      ===     =====

   Income tax expense
    (benefit)
   GMNA                $(89)   $(729)    $4     $275     $(85)    $(454)
   GME                  (52)    (200)    36      116      (16)      (84)
   GMLAAM                (5)     (42)     -       51       (5)        9
   GMAP                (249)      (8)   253       27        4        19
                        ---    -----    ---      ---      ---       ---
    Total GMA          (395)    (979)   293      469     (102)     (510)
   Other               (617)    (489)   176      311     (441)     (178)
                        ---    -----    ---      ---      ---       ---
    Total Auto &
      Other          (1,012)  (1,468)   469      780     (543)     (688)
                      -----    -----    ---      ---      ---       ---
   GMAC                  35      369    144        -      179       369
   Other Financing       77       (8)   (71)       -        6        (8)
                        ---    -----    ---      ---      ---       ---
    Total Financing     112      361     73        -      185       361
                        ---    -----    ---      ---      ---       ---
   Income tax expense
    (benefit)         $(900) $(1,107)  $542     $780    $(358)    $(327)
                        ===    =====    ===      ===      ===       ===

   See footnotes.

                         General Motors Corporation
                     Summary Corporate Financial Results
                                 (Unaudited)

                                Third Quarter
                                2006 and 2005
                               --------------

   (Dollars in millions) Reported      Special Items      Adjusted
                         --------      -------------      --------
                       2006    2005    2006     2005     2006    2005
                       ----    ----    ----     ----     ----    ----
   Effective tax rate
   Total GM Corp.        94%     39%     50%      59%    (286)%    21%
   GMNA                  20%     25%     36%      37%      19%     21%
   GME                   32%     36%     29%      33%      40%     40%
   GMAC                 (11)%    36%     17%       -       34%     36%

   Equity income (loss)
    and minority interests
   GMNA                $(10)   $(14)    $ -      $ -     $(10)    $(14)
   GME                    8       3       -        -        8        3
   GMLAAM                (9)     (2)      -        -       (9)      (2)
   GMAP                 (45)    109     105        -       60      109
                         --     ---     ---       --       --      ---
   Total GMA           $(56)    $96    $105      $ -      $49      $96
                         ==      ==     ===       ==       ==       ==

                         General Motors Corporation
                     Summary Corporate Financial Results
                                 (Unaudited)

                                Year to Date
                                2006 and 2005
                               --------------

   (Dollars in millions) Reported      Special Items      Adjusted
                         --------      -------------      --------
                      2006     2005    2006    2005    2006     2005
                      ----     ----    ----    ----    ----     ----
   Total net sales
    and revenues
   GMNA(2)          $82,018  $76,911    $ -     $ -  $82,018   $76,911
   GME (2)           24,321   23,949      -       -   24,321    23,949
   GMLAAM            10,596    8,225      -       -   10,596     8,225
   GMAP              11,875    7,368   (941)      -   10,934     7,368
                    -------  -------    ---      --  -------   -------
    Total GMA       128,810  116,453   (941)      -  127,869   116,453
   Other               (983)    (609)     -       -     (983)     (609)
                    -------  -------    ---      --  -------   -------
   Total Auto &
    Other           127,827  115,844   (941)      -  126,886   115,844
                    -------  -------    ---      --  -------   -------
   GMAC              27,563   25,250      -       -   27,563    25,250
   Other Financing       71      330      -       -       71       330
                    -------   ------    ---      --  -------   -------
    Total Financing  27,634   25,580      -       -   27,634    25,580
                    -------   ------    ---      --  -------   -------
   Total net sales
    and revenues   $155,461 $141,424  $(941)    $ - $154,520  $141,424
                    =======  =======    ===      ==  =======   =======

   Income (loss)
    before income
    taxes, equity
    income, and
    minority interests
   GMNA             $(7,237) $(6,436)$6,007  $1,100  $(1,230)  $(5,336)
   GME                 (171)  (1,576)   460   1,205      289      (371)
   GMLAAM               426       (6)    43     150      469       144
   GMAP               1,057     (819)  (941)    902      116        83
                      -----    -----  -----   -----    -----     -----
    Total GMA        (5,925)  (8,837) 5,569   3,357     (356)   (5,480)
   Other             (1,577)  (1,142)   505      13   (1,072)   (1,129)
                      -----    -----  -----   -----    -----     -----
    Total Auto &
      Other          (7,502)  (9,979) 6,074   3,370   (1,428)   (6,609)
                      -----    -----  -----   -----    -----     -----
   GMAC               1,947    3,427    839       -    2,786     3,427
   Other Financing      (31)     (18)    40       -        9       (18)
                      -----    -----    ---   -----    -----     -----
    Total Financing   1,916    3,409    879       -    2,795     3,409
                      -----    -----    ---   -----    -----     -----
   Total income (loss)
    before income
    taxes, equity
    income, and
    minority
    interests       $(5,586) $(6,570)$6,953  $3,370   $1,367   $(3,200)
                      =====    =====  =====   =====    =====     =====

   See footnotes.

                         General Motors Corporation
                     Summary Corporate Financial Results
                                 (Unaudited)

                                Year to Date
                                2006 and 2005
                               --------------

   (Dollars in millions) Reported      Special Items      Adjusted
                         --------      -------------      --------
                      2006     2005    2006    2005    2006     2005
                      ----     ----    ----    ----    ----     ----
   Net income (loss)
   GMNA             $(4,818) $(5,049)$3,904    $692    $(914)  $(4,357)
   GME                 (113)    (963)   309     780      196      (183)
   GMLAAM               353      (12)    43      99      396        87
   GMAP               1,063     (409)  (732)    850      331       441
                      -----    -----  -----   -----    -----     -----
    Total GMA        (3,515)  (6,433) 3,524   2,421        9    (4,012)
   Other               (353)     331    328    (850)     (25)     (519)
                      -----    -----  -----   -----    -----     -----
    Total Auto &
      Other          (3,868)  (6,102) 3,852   1,571      (16)   (4,531)
                      -----    -----  -----   -----    -----     -----
   GMAC               1,186    2,198    695       -    1,881     2,198
   Other Financing     (367)       -    368       -        1         -
                      -----    -----  -----   -----    -----     -----
    Total Financing     819    2,198  1,063       -    1,882     2,198
                      -----    -----  -----   -----    -----     -----
   Net income (loss)$(3,049) $(3,904)$4,915  $1,571   $1,866   $(2,333)
                      =====    =====  =====   =====    =====     =====

   Income tax expense
    (benefit)
   GMNA(2)          $(2,353) $(1,447)$2,103    $408    $(250)  $(1,039)
   GME (2)              (42)    (586)   151     425      109      (161)
   GMLAAM                62        7      -      51       62        58
   GMAP                  93      (46)  (104)     52      (11)        6
                      -----    -----  -----   -----    -----     -----
    Total GMA        (2,240)  (2,072) 2,150     936      (90)   (1,136)
   Other             (1,219)  (1,459)   177     863   (1,042)     (596)
                      -----    -----  -----   -----    -----     -----
    Total Auto &
      Other          (3,459)  (3,531) 2,327   1,799   (1,132)   (1,732)
                      -----    -----  -----   -----    -----     -----
   GMAC                 762    1,225    144       -      906     1,225
   Other Financing      336      (18)  (328)      -        8       (18)
                      -----    -----  -----   -----    -----     -----
    Total Financing   1,098    1,207   (184)      -      914     1,207
                      -----    -----  -----   -----    -----     -----
   Income tax expense
    (benefit)       $(2,361) $(2,324)$2,143  $1,799    $(218)    $(525)
                      =====    =====  =====   =====      ===       ===

   See footnotes.

                         General Motors Corporation
                     Summary Corporate Financial Results
                                 (Unaudited)

                                Year to Date
                                2006 and 2005
                               --------------

   (Dollars in millions) Reported      Special Items      Adjusted
                         --------      -------------      --------
                      2006     2005    2006    2005    2006     2005
                      ----     ----    ----    ----    ----     ----
   Effective tax rate
   Total GM Corp.       42%      35%     31%     53%    (16)%      16%
   GMNA                 32%      23%     35%     37%      20%      20%
   GME                  25%      37%     33%     35%      38%      43%
   GMAC                 39%      36%     17%      -       32%      36%

   Equity income (loss)
    and minority interests
   GMNA                $66     $(60)    $ -     $ -      $66     $(60)
   GME                  16       27       -       -       16       27
   GMLAAM              (11)       1       -       -      (11)       1
   GMAP                 99      364     105       -      204      364
                       ---      ---      --      --      ---      ---
   Total GMA          $170     $332    $105     $ -     $275     $332
                       ===      ===     ===      ==      ===      ===

                         General Motors Corporation
                            Operating Statistics

                                   Third Quarter        Year to Date
                                  ---------------      --------------
                                  2006       2005      2006      2005
                                  ----       ----      ----      ----
   (Units in thousands)
   Worldwide Production Volume
    GMNA - Cars                    417        424      1,375    1,352
    GMNA - Trucks                  633        722      2,167    2,224
                                 -----      -----      -----    -----
      Total GMNA                 1,050      1,146      3,542    3,576
    GME                            374        412      1,363    1,415
    GMLAAM                         216        207        616      587
    GMAP                           430        409      1,384    1,142
                                 -----      -----      -----    -----
      Total Worldwide            2,070      2,174      6,905    6,720
                                 =====      =====      =====    =====
   Vehicle Unit Deliveries
    Chevrolet - Cars               216        218        638      680
    Chevrolet - Trucks             430        494      1,240    1,440
    Pontiac                        118        128        322      341
    GMC                            129        154        363      463
    Buick                           66         82        191      231
    Oldsmobile                       0          0          0        2
    Saturn                          65         63        168      168
    Cadillac                        59         61        170      183
    Other                           34         34         92       79
                                 -----      -----      -----    -----
      Total United States        1,117      1,234      3,184    3,587
    Canada, Mexico, and Other      168        181        514      548
                                 -----      -----      -----    -----
      Total GMNA                 1,285      1,415      3,698    4,135
    GME                            456        463      1,527    1,531
    GMLAAM                         271        224        746      632
    GMAP *                         285        261        923      774
                                 -----      -----      -----    -----
    Total Worldwide              2,297      2,363      6,894    7,072
                                 =====      =====      =====    =====
   Market Share
    United States - Cars          21.8%      22.5%      20.8%    23.1%
    United States - Trucks        27.9%      28.8%      27.4%    29.2%
      Total United States         25.1%      26.0%      24.3%    26.5%
    Total North America           24.5%      25.6%      24.0%    26.1%
    Total Europe                   9.0%       9.1%       9.2%     9.5%
    Total LAAM                    17.3%      16.7%      16.8%    16.4%
    Asia and Pacific               6.2%       5.9%       6.4%     5.7%
      Total Worldwide             13.9%      14.4%      13.5%    14.3%

    U.S. Retail/Fleet Mix
      % Fleet Sales - Cars        33.9%      34.6%      36.1%    36.1%
      % Fleet Sales - Trucks      17.3%      19.4%      21.3%    18.2%
       Total Vehicles             24.0%      25.2%      27.2%    25.1%

   GMNA Capacity Utilization
   (2 shift rated, annualized)    83.3%      85.1%      93.5%    88.4%

   * GMAP sales volume includes Wuling sales in China.

                          General Motors Corporation
                             Operating Statistics

                                     Third Quarter         Year to Date
                                    --------------        --------------
                                    2006        2005      2006     2005
                                    ----        ----      ----     ----
   GMAC's Worldwide Cost of
    Borrowing (4)                   6.17%       5.01%     5.79%    4.63%
   GMAC Period End Debt Spreads
    Over U.S. Treasuries (bps)
     2 Year                         200 bp      310 bp
     5 Year                         250 bp      535 bp
    10 Year                         290 bp      550 bp

   GMAC Cash Reserve Balance
    ($Bil's) (5)                   $14.1       $24.3

   GMAC Automotive Finance
    Operations Consumer
      credit (North America)
    Net charge-offs as a % of
      managed receivables           0.98%       1.12%     0.99%    0.99%
    Retail contracts 30 days
      delinquent - % of average
      number of contracts
      outstanding (6)               2.68%       2.40%     2.46%    2.14%
   Share of GM retail sales
    (U.S. only)
   Total consumer volume (retail
    and lease) as % of retail sales   58%         33%       48%      40%
   SmartLease as % of retail sales    16%         16%       18%      18%
   Off-lease vehicle remarketing
    (U.S. only)
   Sales proceeds on scheduled lease
    terminations (36-month)
    per vehicle (7)              $12,569     $12,975   $13,267  $13,482
   Off-lease vehicles
    terminated (units in 000s)        68          69       206      225

   ResCap ($Bils)
    Origination volume
      ($ billions)                 $51.5       $51.3    $140.1   $130.3
    Mortgage servicing rights, net  $4.8        $3.8

   GMAC Insurance Operations
    ($Mil's)
    Combined ratio (8)              89.4%       94.6%     92.3%    94.3%
    Premiums / revenue written    $1,037      $1,053    $3,168   $3,209
    Investment portfolio
      market value                $8,006      $7,800
    After-tax net unrealized
      capital gains                 $604        $563

   See footnotes.

                         General Motors Corporation

                                      2006        2005       Year-To-Date
                                      ----        ----      --------------

    Worldwide Employment
      at Sept. 30 (in 000's)
    United States Hourly                92         106
    United States Salary                33          36
                                       ---         ---
      Total United States              125         142
    Canada, Mexico, and Other           31          31
                                       ---         ---
    GMNA                               156         173
    GME  (9)                            62          56
    GMLAAM                              32          32
    GMAP (10)                           34          27
    GMAC                                31          34
    Other                                3           3
                                       ---         ---
      Total                            318         325
                                       ===         ===

    Worldwide Payrolls ($Bil's)       $6.0        $5.2      $16.7     $15.6

   Footnotes:
   ---------
   (1)  This amount is comparable to First Call analysts' consensus.

   (2)  Effective January 1, 2006, four powertrain entities were
        transferred from GMNA to GME for management reporting.
        Accordingly, third quarter 2005 amounts have been revised for
        comparability by reclassifying $103 million of revenue and
        $10 million of net income from GMNA to GME. Year to date 2005
        amounts have been revised by reclassifying $381 million of
        revenue and $59 million of net income from GMNA to GME.

   (3)  Other Operations and Other Financing include intercompany
        eliminations.

   (4)  Calculated by dividing total interest expense (excluding
        mark to market adjustments) by total debt.

   (5)  Balance at September 30, 2006 comprises $9.1 billion of cash
        and cash equivalents and $5.0 billion in marketable securities
        with maturities greater than 90 days. Balance at September 30,
        2005 comprises $21.8 billion of cash and cash equivalents and
        $2.5 billion in marketable securities with maturities greater
        than 90 days.

   (6)  Excludes accounts in bankruptcy.

   (7)  Prior period amounts based on current vehicle mix, in order to
        be comparable.

   (8)  Calculated as the sum of all reported losses and expenses
        (excluding interest and income tax expense) divided by the total
        of premiums and service revenues earned and other income.

   (9)  Approximately 7,000 employees were added in the fourth quarter
        of 2005 from a former powertrain joint venture with Fiat.

   (10) Approximately 13,000 employees were added as a result of the
        GM Daewoo consolidation in the third quarter of 2005.

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)

                                       Three Months Ended  Nine Months Ended
                                           September 30,       September 30,
                                       ------------------  -----------------
                                           2006     2005      2006      2005
                                       ------------------  -----------------
                                              (Dollars in millions
                                            except per share amounts)
    Net sales and revenues
    Automotive sales                    $39,524  $38,363  $126,886  $115,844
    Financial services and insurance
      revenues                            9,297    8,819    27,219    25,580
    Other income                              -        -     1,356         -
                                         ------   ------   -------   -------
    Total net sales and revenues        $48,821  $47,182  $155,461  $141,424
                                         ------   ------   -------   -------

    Costs and expenses
    Automotive cost of sales             36,576   38,131   122,941   113,184
    Selling, general, and
     administrative expenses              6,678    6,885    19,945    19,855
    Interest expense                      4,853    4,059    13,613    11,450
    Provisions for financing and
     insurance operations credit and
     insurance losses                     1,055      978     2,725     2,693
    Other expenses                          615       --     1,823       812
                                         ------   ------   -------   -------
    Total costs and expenses             49,777   50,053   161,047   147,994
                                         ------   ------   -------   -------

    Loss before income tax benefit,
     equity income (loss) and minority
     interests                            (956)  (2,871)   (5,586)   (6,570)
    Income tax benefit                    (900)  (1,107)   (2,361)   (2,324)
    Equity income (loss) and minority
     interests                             (59)     100       176       342
                                           ---    -----     -----     -----
    Net loss                             $(115) $(1,664)  $(3,049)  $(3,904)
                                           ===    =====     =====     =====

    Loss per share attributable to
     common stock, basic and diluted    $(0.20)  $(2.94)   $(5.39)   $(6.90)
                                          ====     ====      ====      ====

    Weighted average common shares
     outstanding -- basic and diluted
     (millions)                             566      566       566       565
                                            ===      ====      ===       ===

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)

                                               Sept. 30,  Dec. 31,  Sept 30,
                                                   2006      2005      2005
                                               --------   -------   -------
                                                   (Dollars in millions,
                                                 except share information)
                              ASSETS
    Current Assets
    Cash and cash equivalents                    $17,802   $15,187   $13,695
    Marketable securities                            107     1,416     1,437
                                                  ------    ------    ------
    Total cash and marketable securities          17,909    16,603    15,132
    Accounts and notes receivable (less
      allowances)                                  9,022     7,758     7,800
    Inventories (less allowances)                 14,825    13,851    13,755
    Net equipment on operating leases --
      (less accumulated depreciation)              6,569     6,993     7,302
    Deferred income taxes and other current
      assets                                      10,698     8,877     9,778
                                                  ------    ------    ------
    Total current assets                          59,023    54,082    53,767
    Financing and Insurance Operations
    Cash and cash equivalents                      3,089    15,539    21,394
    Investments in securities                         80    18,310    16,575
    Finance receivables -- net                       117   180,793   177,082
    Loans held for sale                                -    21,865    17,581
    Assets held for sale (less allowance)        282,925    19,030    18,748
    Net equipment on operating leases (less
      accumulated depreciation)                   13,325    31,194    30,670
    Other assets                                   4,181    27,694    27,975
                                                 -------   -------   -------
    Total Financing and Insurance Operations
      assets                                     303,717   314,425   310,025
    Non-Current Assets
    Equity in net assets of nonconsolidated
      affiliates                                   2,030     3,291     4,260
    Property -- net                               38,893    38,466    37,860
    Intangible assets -- net                       1,649     1,862     1,674
    Deferred income taxes                         23,496    22,849    20,731
    Other assets                                  40,740    41,103    41,101
                                                 -------   -------   -------
    Total non-current assets                     106,808   107,571   105,626
                                                 -------   -------   -------
    Total assets                                $469,548  $476,078  $469,418
                                                 =======   =======   =======

                  LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities
    Accounts payable (principally trade)         $27,113   $26,182   $26,784
    Loans payable                                  1,346     1,519     1,509
    Accrued expenses                              40,183    42,665    43,280
                                                  ------    ------    ------
    Total current liabilities                     68,642    70,366    71,573
    Financing and Insurance Operations
      Liabilities
    Accounts payable                                  32     3,731     3,102
    Liabilities related to assets held for sale  272,719    10,941    12,319
    Debt                                          10,073   253,217   245,794
    Other liabilities and deferred income taxes    4,762    28,946    29,298
                                                 -------   -------   -------
    Total Financing and Insurance Operations
      liabilities                                287,586   296,835   290,513
    Non-Current Liabilities
    Long-term debt                                31,414    31,014    30,929
    Postretirement benefits other than pensions   34,211    28,990    27,445
    Pensions                                      15,937    11,214     9,877
    Other liabilities and deferred income taxes   19,426    22,023    16,273
                                                 -------    ------    ------
    Total non-current liabilities                100,988    93,241    84,524
                                                 -------    ------    ------
    Total liabilities                            457,216   460,442   446,610
    Minority interests                             1,212     1,039       829
    Stockholders' equity
    $1 2/3 par value common stock
      (outstanding, 565,611,157; 565,518,106;
      and 565,504,852 shares)                        943       943       943
    Capital surplus (principally additional
      paid-in capital)                            15,316    15,285    15,281
    Retained earnings (accumulated deficit)       (1,125)    2,361     9,295
    Accumulated other comprehensive loss          (4,014)   (3,992)  (3,540)
                                                  ------    ------    ------
    Total stockholders' equity                    11,120    14,597    21,979
                                                 -------   -------   -------
    Total liabilities and stockholders' equity  $469,548  $476,078  $469,418
                                                 =======   =======   =======