SecProbe.io

May 26, 2015

Thomas S. Timko
Vice President, Controller
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265 -3000

Re: General Motors Company
 Form 10-K for the Year Ended December 31, 2014
Filed February 4, 2015
File No. 001 -34960

Dear Mr. Timko :

We have reviewed your filing and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2014

Exhibit 12

1. Since your ratio of earnings to fixed charges is less than 1 for the year e nded December
31, 2012, please revise to disclose the dollar amount of the deficiency of earnings to
cover fixed charges for this period.  Refer to the guidance in Instruction 2 to Item 503(d)
of Regulation S -K.

Form 8 -K filed April 23, 2015

2. We note fr om the press release included in exhibit 99.1 that EBIT -adjusted is the first
measure presented in the exhibit, prior to net income.  As required by instruction 2 of
Item 2.02 of Form 8 -K and Item 10(e)(1)(i)(A) of Regulation S -K, please revise to
present GAAP net income with equal or greater prominence to the non -GAAP measure
EBIT -adjusted.

Thomas S. Timko
General Motors Company
May 26, 2015
Page 2

 3. We further note from page 1 of exhibit 1 of your first quarter 2015 earnings release that
you reconcile EBIT -adjusted to Income (loss) before income taxes.  Please n ote that the
most directly comparable GAAP measure would be net income (loss).  Refer to Question
103.02 outlined in the Division of Corporation Finance’s Compliance and Disclosure
Interpretations regarding Non -GAAP measures maintained on the Commission’s website
at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm  and revise
appropriately.

We urge all persons who are responsible for the accuracy and adequacy o f the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a comp any’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defe nse in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Heather Clark  at 202-551-3624 if you have questions regarding
comments on the financial statements and rel ated matters.   Please contact me  at 202-551-3379
with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief