SecProbe.io

October 1, 2010

VIA U.S.  MAIL

Nick S. Cyprus  Vice President, Controller and Chief Accounting Officer
General Motors Company  300 Renaissance Center  Detroit, MI 48265-3000
Re: General Motors Company
Amendment No. 1 to the Registration Statement on Form S-1  Filed September 23, 2010
  File No. 333-168919

Dear Mr. Cyprus:

We have reviewed your response to our letter dated September 10, 2010 and have the
following additional comments.  Please note that page  references refer to the marked version of
your filing provided by counsel.   General

1. We note your response to prior comment 1.  Plea se file the consent of IHS Global Insight
as an exhibit to your next ame nded registration statement.

2. We note your response to prior comment 3.  Based on your response and on press
accounts, it appears that you could extrapolat e one possible valuation of your common
stock by reference to trading prices of MLC’s debt securities.  As such, please explain
why you believe that these trad ing prices would not meaningfully add to the substantial
mix of information available to  potential investors in this offering.  For example, please
discuss whether you, the selling stockholders, or the representatives of the underwriters
considered or will consider these trading pri ces in setting the public offering price.  We
note, in this regard, the response to prior comment 78 that you considered the trading
prices of MLC’s debt securities to validat e your conclusion in estimating the per share
fair value of your common stock.
3. We note your response to prior comment 4.  You disclose on page 6 that the UST’s
interests as a government entity may differ from  those of your other stockholders.  Please
revise to explain how its inte rests may differ.  We note, for example, your reference to
the government’s goal of promoting companie s that can “contribute to economic growth
and jobs,” an interest that ma y not necessarily be aligned wi th the interests of your other
stockholders.  We also note the covenant  in the UST Credit Agreement regarding

 Nick S. Cyprus
 General Motors Company   October 1, 2010   Page 2
manufacturing volume in the United States.  Pl ease revise your summary and risk factor
disclosure accordingly.
4. Consistent with your response to prior co mment 4, please disclose that the company
cannot identify any significant examples of past actions by the UST as a stockholder of
the company after the 363 Sale to influe nce the company’s business and operations.
5. If you intend to include additi onal pictures or graphics, pleas e provide us with mock-ups
prior to printing and distribution of the pr eliminary prospectus.  Please also provide
accompanying captions, if any.  We may have co mments after reviewing the materials.

6. We note the press release issued by the US T on September 17, 2010.  Please disclose the
UST’s guidance in the prospectus.

Prospectus Summary, page 1

 Our Company, page 1

7. Please revise to briefly explai n what attributes you believe  will make your vehicles the
“best” in the world.
8. In this regard, please revise to explain the apparent inconsistency between your “vision”
of selling “the world’s best vehicles” and th e information elsewhere in the prospectus
about your declining market share, receipt of exceptional governme nt assistance, the
bankruptcy, and the “negative pub lic perception” of your products  described on page 14.
 Our Industry and Market Opportunity, page 2

9. We note your response to prior comment 6.  Plea se revise your disclosure in the “Market
and Industry Data” section on page ii to clar ify, if true, that your  calculations include
100% of sales by joint ventures.
 Our Strategy, page 4

10. Please tell us what is unique to GM that causes you to state in the summary that your
“management team is focused on hiring new and promoting current talented  employees … .”  We believe virtually a ll organizations have a similar focus.
 Risk Factors, page 14

 Our business is highly depende nt on sales volume, page 14

11. Please revise the last sentence of this risk fact or, if true, to clarify that it appears that the
recovery in vehicle sales may be conti nuing but at a measurably slower pace.

 Nick S. Cyprus
 General Motors Company   October 1, 2010   Page 3
Our business plan contemplates that we restructure our operations, page 17

12. Please revise the heading to include that you intend to fund the Opel restructuring with
approximately $1.3 billion in cash.  Also, tell us why the need for funds for this purpose
is not one of the uses of proceeds for the preferred offering.
 Our U.S. defined pension plans are currently underfunded, page 18

13. We note your response to prior comment 39.  Please  revise the last paragraph of this risk
factor to address the risk of a governme nt takeover of your pension plans and the
resulting impact on you.

The VEBA Note Agreement, the UST Credit Agreement, page 20

14. We note your response to prior comment 44.  Please discuss in th e third paragraph on
page 21 the impact the enforcement of this covenant may have on you.
 Use of Proceeds, page 33

15. We note your response to prior comment 18.  Please quantify each of the uses of
proceeds you mention in the last sentence.  If  you intend to use any material part of the
proceeds to discharge indebtedness, set forth the interest rate and maturity of such
indebtedness.
 Management’s Discussion and Analysis, page 39

 Competitive cost structure in GMNA, page 43

16. We note your response to prior comment 22.  Pl ease revise this bu llet to disclose the
substance of your response to the comment.
 Job Security Programs, page 63

17. We note your response to prior comment 29.  In accordance with your response, please
disclose that the program could potentially be  reinstated, but management believes that
the possibility of reinstatement is remote.
 Consolidated Results of Operations, page 65

18. In your response to prior comment 30, you indi cate that management does not measure
the business by monitoring additi onal financial statement items  other than net sales and
EBIT.  However, since certain financial stat ement items represent the costs deducted to
arrive at EBIT, it is not clear how manage ment can analyze and monitor EBIT without
analyzing and monitoring cost of sales, SG&A and their related components.  In
particular, we direct your atte ntion to your response to pr ior comment 22, which indicates

 Nick S. Cyprus
 General Motors Company   October 1, 2010   Page 4
that the breakeven point for GMNA is a criti cal metric that provi des an indication of
GMNA’s cost structure and operating leverage.  Your response also stated that GM and
Old GM’s high cost structure in GMNA relativ e to its revenue resu lted in significant
losses over a long period of time.  In addi tion, we note the following disclosures:

• On page 4, you indicate that a primary element of your strategy is to maintain
a competitive cost structure.
• On page 6, you indicate that you want to cap italize on cost structure improvement in
GMNA.
• On page 15, you provide a risk factor i ndicating your future competitiveness and
ability to achieve long-term profitability depends on your ab ility to control costs.
• On page 15, you also provide a risk factor i ndicating that an increase in raw material
costs could materially harm your business.  You state that frei ght charges and raw
material costs increased significantly and additional substan tial increases could
reduce your profitability if  you cannot recoup increased costs through increased
vehicle prices.  This disclosure appears to  indicate that certain factors, other than
volume, have an impact on your results.
• On page 16, you indicate that many manufact urers have relatively high fixed labor
costs as well as significant limitations on their ability to close facilities and reduce
fixed costs.

These disclosures only provide  a qualitative disc ussion and do not quantify amounts.
Enhanced disclosure, on a quantitative and qual itative basis, related to  your cost of sales
and SG&A, would provide additional informa tion to help investors view your business
through the eyes of management.  In part icular, such disclosure should include a
qualitative as well as quantitative discussion of  fixed versus variable costs from period to
period along with a supplemental discussion of  raw material costs, labor costs and any
other significant costs.

19. Your response to prior comment 8 appears to indicate that you review truck and car
profitability when arriving at your profitabi lity breakeven point for GMNA.  In this
regard, please tell us what consideration you gave to disclosing a quantitative discussion
of the relative profitability of trucks as compared to cars, and the effect of vehicle mix
and the level of sales incentives on your profitability.

Production and Vehicle Sales Volume, page 66

20. We note your statement that vehicle sales data  represents sales from your dealers to the
ultimate customer.  However, it appears that vehicle sales data also includes fleet sales that are not transacted through your  dealers.  Please clarify your  disclosure in this regard.
In addition, please clarify that you do not pr esent fleet sales accounted for as operating
leases as sales within your tables when those vehicles are late r sold at auction.

 Nick S. Cyprus
 General Motors Company   October 1, 2010   Page 5
21. Please expand the footnotes to the tables on pages 66 and 67 to disclose the amount of
production and vehicle sales volume, by segmen t, attributable to your SGM, SGMW and
FAW-GM joint ventures in China as well as your HKJV joint venture in India.

Executive Compensation, page 192
 Long-Term Restricted Stock, page 199

22. We note your response to prior comment 48.  Please explain why these awards have a
2010 grant date rather than a 2009 grant da te for purposes of Summary Compensation
Table disclosure.  Refer to Item  402(c)(2)(v) of Regulation S-K.

Audited Consolidated Financial Statements
 Notes to Consolidated Financial Statements

 Note 2.  Chapter 11 Proceedings and the 363 Sale, page F-11

 Preferred Stock, page F-16

23. We note that you classify the Series A Prefe rred Stock as temporary equity because the
UST currently has the ability to  exert control, through its powe r to vote for the election of
your directors, over various matters, which c ould include compelling you to redeem the
Series A Preferred Stock in 2014 or later.   We also note that, while you base your
decision regarding the balance sheet classificat ion of the Series A Preferred Stock on the
UST’s current ability to elec t your directors, your decision not to accrete the Series A
Preferred Stock to its redemption amount of  $9.0 billion is not based on current
circumstances but rather on your assessment of  the probability of whether the UST will
continue to have the ability to  elect your directors in 2014.  In  this regard, please tell us
your basis in the accounting literature for ha ving policies based on different underlying
reasons with respect to the balance sheet clas sification and income statement effect of the
same security.

24. Please disclose the specific future event that  would cause you to reclassify the Series A
Preferred Stock into permanent equity.  Als o, tell us what consideration you gave to
accreting the related discount based on the ci rcumstances that existed at July 10, 2009,
and then discontinuing such accretion if a nd when the Series A Preferred Stock is
reclassified into permanent equity.
 Note 10.  Equity in Net Assets of Nonconsolidated Affiliates, page F-52

 Transactions with Nonconsolidated Affiliates, page F-56

25. Based on your response to prior comment 65, pl ease tell us what consideration you gave
to presenting purchases of component parts and vehicles as inve ntory purchases, and

 Nick S. Cyprus
 General Motors Company   October 1, 2010   Page 6
indicating that such amounts are later charged to cost of sale s when the related vehicles
or parts are sold.
 Note 19.  Pensions and Other Po stretirement Plans, page F-77

26. In light of your response to prior comme nt 42, please tell us how your current
presentation complies with each of the disc losure requirement se t forth in ASC 820-10-
50-6A (a) through (h).  Please note that, as  indicated at the be ginning of ASC 820-10-50-
6A, these disclosure requirements apply re gardless of whether th e practical expedient
approach in ASC 920-10- 35-59 has been applied.

27. With respect to valuing plan assets using a method other than net asset value, when
assumptions used to arrive at the fair valu e of these plan assets involve significant
subjectivity, please disclose the na ture of the inputs used to arri ve at the fair value of such
assets, including those assumptions subjec t to volatility or change, along with a
corresponding sensitivity analysis, in your discussion of critical  accounting policies
within MD&A, as appropriate.

28. To ensure that your investor s obtain an understanding of how management determined
that an 8.5% expected rate of return rema ins appropriate, please consider revising your
filing to include disclosures similar to that provided in your response to prior comment
67.
 Note 33.  Segment Reporting, page F-161

29. Please clarify the statement in your response to prior comment 73 that standalone EBIT
results for GMNA and GME are not available below the operating segment level in light
of the following:
• Your disclosures on page F-33, which indica te that you test product specific long-
lived assets for impairment at the platform  level, appear to indicate that you have
identifiable cash flows at the platform level.
• If you do not review profitability at the br and level, tell us how you determined that
certain brands should be discontinued.
• Your response to prior comment 8 indi cates that GMNA’s profitability varies
depending on multiple factors, including ve hicle mix.  Furthermore, you indicate that
trucks are generally more profitable than cars.
• Your response to prior comment 32 indi cates that certain fleet transactions,
particularly daily rentals,  are generally less profitable that retail sales.
• On page 43, you indicate that you have subs tantially completed the restructuring of
GMNA, which has reduced your cost base a nd improved product line profitability.

To ensure we obtain a better understanding of your reporting st ructure, also provide us
with a sample of the repo rts that your chie f operating decision maker and segment
managers regularly review to assess pe rformance and allocate resources.

 Nick S. Cyprus
 General Motors Company   October 1, 2010   Page 7
Unaudited Condensed Consolidated Interim Financial Statements

 Notes to Condensed Consolidated Financial Statements

 Note 22.  Earnings (Loss) Per Share, page F-224

30. In your response to prior comment 78, you indica te that trading pri ces of MLC’s debt
securities between December 31, 2009 and J une 30, 2010 did not sugge st any significant
market movement or trend on GM’s perceive d common stock value.  Please provide us
with more information in this regard.  Speci fically, tell us GM’s perceived common stock
value implied by the trading prices of MLC’s debt securities during the first six months
of 2010.  In addition, please include your unde rlying calculations in your response.

31. With respect to your response to prior co mment 80, we believe the qualitative factors
supporting interim disclosures regarding your stock incentive plans outweigh the
quantitative analysis you pr ovided regarding materiality.  Accordingly, please add a
separate footnote to your interi m financial statements in a format similar to Note 29 of
your audited financial statements.

Other

32. Update the financial statements, as necessary, to comply with Article  3-12 of Regulation
S-X, at the effective date of  the registration statement.

33. Please provide a currently dated signed cons en