SecProbe.io

November 20, 2025
Christopher Hatto
Vice President and Chief Accounting Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265-3000
Re:General Motors Company
Form 10-K for the Year Ended December 31, 2024
File No. 001-34960
Dear Christopher Hatto:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 300 Renaissance Center

Detroit, MI 48265-3000

 October 3, 2025

 VIA
EDGAR

 Division of Corporation Finance

 Office of
Manufacturing

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

RE:
 General Motors Company

Form 10-K for the Year Ended December 31, 2024

Response Dated September 8, 2025

File No. 001-34960

To whom it may concern:

 This letter from General Motors Company
(“we”, “our”, “us”, “GM” or the “Company”) is in response to a comment from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) received by letter dated September 30, 2025, relating to the Company’s Form 10-K for the Year Ended December 31, 2024 (“2024 10-K”) (File No. 001-34960) filed with the Commission on January 28, 2025 and our response dated September 8, 2025, to comments from the Staff received by
letter dated August 26, 2025.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment
with the Company’s response thereto.

 Response Letter Dated September 8, 2025

Company Responses to Staff Comments 1 Through 3, page 2

1.
 We note your responses to prior comments one through three. ASC 280-10-50-22, 25, and 26A through 26C require disclosure of certain amounts for each reportable segment, and ASC 280-10-50-30 requires reconciliations from totals of certain reportable segments’ amounts to consolidated amounts. Your tabular disclosure of segment information
includes certain amounts for Corporate, Total Automotive, and the consolidated entity that are not required by ASC 280 and should be removed from your Segment Reporting footnote. For example, because Total Automotive is not a reportable segment,
disclosure of “Earnings (loss) before interest and taxes – adjusted” for Total Automotive is not required by ASC
280-10-50-22. Similarly, the amount of other segment items disclosed for Total Automotive is not required by ASC 280-10-50-26B. Please revise your footnote to:

•

 Reconcile the total of the reportable segments’ measures of segment profit or loss to consolidated
income before taxes as required by ASC 280-10-50-30(b). Similarly, revise to reconcile other totals of reportable segments’
amounts, such as revenues, assets, and depreciation and amortization, to the corresponding consolidated amounts as required by ASC
280-10-50-30. Include amounts in the Eliminations or Eliminations/Reclassifications columns as part of these reconciliations. See
ASC 280-10-50-31. See also ASC
280-10-55-48;

•

 Include amounts attributable to “Corporate” separately from other reconciling items when
reconciling from total reportable segment amounts to consolidated amounts, rather than as currently presented in a separate column. See ASC
280-10-50-15;

•

 Remove the Total Automotive column; and

•

 Ensure your resulting disclosure does not present consolidated amounts of the measure of segment profit or
loss and other segment items as currently reflected in the Total column.

 In response to the Staff’s comment, in future
filings we will align our Segments footnote to the presentation as described above for all periods presented. An illustrative example of this presentation is included in the Exhibit attached hereto.

Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (313)
407-3260.

 Very Truly Yours,

 /s/ Christopher T. Hatto

 Christopher T. Hatto

 Vice President, Global Business Solutions and

 Chief Accounting Officer

 2

 Exhibit:

Revised Segment Footnote Table - For illustration purposes, we present below a revised version of the table summarizing key financial information
by segment, as of and for the year ended December 31, 2024, as presented in Note 23 of the Notes to Consolidated Financial Statements in the 2024 10-K. In particular, in future filings we would
add a new column to present a reportable segment total for all amounts presented, reposition the prior Corporate, Eliminations and Eliminations/Reclassifications columns as reconciling items to reconcile Total Reportable Segments Earnings (loss)
before interest and taxes-adjusted to Income before income taxes, and remove the Total Automotive and Total Company amounts for Net sales and revenue, Segment expenses and other items and Earnings (loss)
before interest and taxes-adjusted.

 At and For the Year Ended December 31, 2024:

GMNA

GMI

Cruise

GM Financial

Total
Reportable
Segments

 Net sales and revenue

157,509

13,890

257

15,875

187,532

 Segment expenses and other items(a)

(142,981
)

(13,587
)

(1,958
)

(12,911
)

(171,437
)

 Earnings (loss) before interest and taxes-adjusted

14,528

303

(1,701
)

2,965

16,095

 Adjustments(b)

(738
)

(4,262
)

(1,107
)

(320
)

(6,427
)

 Corporate

(1,193
)

 Eliminations

(33
)

 Automotive interest income

967

 Automotive interest expense

(846
)

 Net (loss) attributable to noncontrolling interests

(45
)

 Income before income taxes

8,519

GMNA

GMI

Cruise

GM Financial

Total
Reportable
Segments

Corporate

Eliminations

Total GM

 Net sales and revenue

157,509

13,890

257

15,875

187,532

206

(296
)

187,442

 Equity in net assets of nonconsolidated affiliates

4,447

1,449

— 

1,206

7,102

— 

— 

7,102

 Goodwill and intangibles

1,966

676

570

1,339

4,551

— 

— 

4,551

 Total assets

165,905

21,769

2,948

139,156

329,778

38,817

(88,834
)

279,761

 Expenditures for property

10,266

415

7

24

10,712

30

88

10,830

 Depreciation and amortization

5,963

506

25

4,883

11,377

80

— 

11,456

 Impairment charges

— 

— 

933

— 

933

— 

— 

934

 Equity income(c)

955

(4,400
)

— 

(256
)

(3,701
)

— 

— 

(3,701
)

(a)
 Segment expenses and other items for GMNA and GMI primarily include material and logistics; manufacturing;
equity income; selling, general and administrative people-related costs; advertising; information technology; engineering; professional services; and policy, campaign, and warranty. GM Financial items consist primarily of GM Financial interest
expense; leased vehicle depreciation; people-related costs; provision for loan losses and gains and losses on termination of leased vehicles. Cruise items primarily consist of people-related costs.

(b)
 Consists of charges related to the Buick dealerships and restructuring actions in GMNA; charges related to
manufacturing operations wind down in GMI; China restructuring actions in GMI, GMNA and GM Financial; and charges related to Cruise restructuring and Cruise realignment.

(c)
 Equity loss associated with our Automotive China JVs include impacts of the other-than-temporary impairment and
our portion of restructuring charges. Equity earnings related to Ultium Cells Holdings LLC are presented in Automotive and other cost of sales as this entity is integral to the operations of our business by providing battery cells for our EVs. Refer
to Note 8 for additional information.

 3

September 30, 2025
Christopher Hatto
Vice President and Chief Accounting Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265-3000
Re:General Motors Company
Form 10-K for the Year Ended December 31, 2024
Response Dated September 8, 2025
File No. 001-34960
Dear Christopher Hatto:
            We have reviewed your September 8, 2025 response to our comment letter and have
the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our August
26, 2025 letter.

September 30, 2025
Page 2
Response Letter Dated September 8, 2025
Company Responses to Staff Comments 1 Through 3, page 2
1.We note your responses to prior comments one through three. ASC 280-10-50-22, 25,
and 26A through 26C require disclosure of certain amounts for each reportable
segment, and ASC 280-10-50-30 requires reconciliations from totals of certain
reportable segments’ amounts to consolidated amounts. Your tabular disclosure of
segment information includes certain amounts for Corporate, Total Automotive, and
the consolidated entity that are not required by ASC 280 and should be removed from
your Segment Reporting footnote. For example, because Total Automotive is not a
reportable segment, disclosure of “Earnings (loss) before interest and taxes –
adjusted” for Total Automotive is not required by ASC 280-10-50-22. Similarly, the
amount of other segment items disclosed for Total Automotive is not required by ASC
280-10-50-26B. Please revise your footnote to:

•Reconcile the total of the reportable segments’ measures of segment profit or loss
to consolidated income before taxes as required by ASC 280-10-50-30(b).
Similarly, revise to reconcile other totals of reportable segments’ amounts, such as
revenues, assets, and depreciation and amortization, to the corresponding
consolidated amounts as required by ASC 280-10-50-30. Include amounts in the
Eliminations or Eliminations/Reclassifications columns as part of these
reconciliations. See ASC 280-10-50-31. See also ASC 280-10-55-48;
•Include amounts attributable to “Corporate” separately from other reconciling
items when reconciling from total reportable segment amounts to consolidated
amounts, rather than as currently presented in a separate column. See ASC 280-
10-50-15;
•Remove the Total Automotive column; and
•Ensure your resulting disclosure does not present consolidated amounts of the
measure of segment profit or loss and other segment items as currently reflected
in the Total column.
            Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

        

 300 Renaissance Center

Detroit, MI 48265-3000

 September 8, 2025

VIA EDGAR

 Division of Corporation Finance

Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

RE:
 General Motors Company

 
 Form 10-K for the Year Ended December 31, 2024

 
 Filed January 28, 2025

 
 File No. 001-34960

To whom it may concern:

 This letter from General Motors Company
(“we”, “our”, “us”, “GM” or the “Company”) is in response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) received by letter dated August 26, 2025, relating to the Company’s Form 10-K for the Year Ended December 31, 2024 (“2024 10-K”) (File No. 001-34960) filed with the Commission on January 28, 2025.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto.

 Form 10-K for the Year Ended December 31, 2024

Notes to Consolidated Financial Statements

 Note 23.
Segments, page 100

1.
 We note that your tabular disclosures of segment information beginning on page 101 include columns for
each of the reportable segments, as well as columns for “Corporate” and “Eliminations/Reclassifications”, which are added to arrive at a “Total” column. This presentation appears to result in a total Earnings
(loss) before interest and taxes - adjusted amount, inclusive of Corporate. Please revise to reconcile the total of the reportable segments’ measures of profit or loss to consolidated income before income taxes. Refer to ASC 280-10-50-30(b). In this regard, the reconciliation should include a single amount for the subtotal of the reportable segments’
measures of profit or loss with a reconciliation of that amount to consolidated income before income taxes. Similarly, please revise to reconcile other totals of reportable segments’ amounts, such as revenues, assets, and depreciation and
amortization, to the corresponding consolidated amounts as required by ASC 280-10-50-30.

 We respectfully note for the Staff that all of the amounts needed for the reconciliations
required by ASC 280-10-50-30 are provided in our quantitative disclosure, and all significant reconciling items are separately
identified and described in accordance with ASC 280-10-50-31. We believe our current presentation facilitates the inclusion of a
Total Automotive metric in a manner that is easily understood by a user of our financial statements. Refer to our response to Comment No. 3 as to why we present a Total Automotive subtotal. We also believe reconciling to a total consolidated
Earnings (loss) before interest and taxes-adjusted amount aligns with the principles in Topic 280 as this metric is regularly provided to and used by our chief operating decision-maker to make resource allocation decisions. This metric is also a
primary metric contained in our materials provided to investors and analysts. We believe our current quantitative disclosure not only presents how our reportable segments information relates to the consolidated total in an easily understood fashion,
but also facilities a user’s understanding of other financial metrics that are communicated to interested parties.

 In response to
the Staff’s comment, we propose adding a footnote to our table in future filings that discloses the total reportable segment amounts for Net sales and revenue, Earnings (loss) before interest and taxes–adjusted, and Total assets as
opposed to revising our current tabular format. We would include totals for other reportable segments’ amounts being disclosed (e.g., Expenditures for property, Depreciation and amortization, etc.) if the reconciling amounts are other than
minor. The inclusion in future filings of the totals in a footnote would clarify the amounts needed for the reconciliations required by ASC
280-10-50-30. Refer to an illustrative example in the Exhibit attached hereto.

2.
 We also note that the “Corporate” column includes amounts, such as net sales and revenue,
segment expenses and other items, adjustments, and earnings (loss) before interest and taxes—adjusted. ASC 280-10-50-15
requires information about other business activities and operating segments that are not reportable to be combined and disclosed in an all other category separate from other reconciling items in the reconciliations required by ASC 280-10-50-30 through 50-31. Please revise your disclosures accordingly. Please provide us with
your proposed revised disclosure. See also ASC 280-10-55-48.

We disclose in our Note 23 that Corporate includes certain centrally recorded income and costs, such as corporate expenditures and certain
revenues and expenses that are not included in another reportable segment.1 In accordance with paragraph 280-10-50-15, Corporate represents an “all other” category consisting of other business activities primarily associated with our automotive operations. Corporate does not include
eliminations and other reconciling items needed to derive our consolidated results. As such, the tabular presentation in Note 23 does, in accordance with paragraph 280-10-15-25, present “All Other” activities separate from other reconciling items needed to derive our consolidated results. The Net sales and revenue, expenses, Adjustments, and Earnings
(loss) before interest and taxes–adjusted amounts are presented in Corporate to facilitate the reconciliation of our reportable segment amounts to consolidated amounts and, as noted in the response to Comment No. 1, to permit a user to
better understand the components of our consolidated Earnings (loss) before interest and taxes–adjusted financial metric. The amounts presented in Corporate for Total assets, Expenditures for property, Depreciation and amortization and
Impairments (if applicable) also facilitate a reconciliation to our consolidated amounts. Please refer to our proposal to add an additional footnote to our table in future filings in our response to Comment No. 1.

1
 See Note 23. Segment Reporting, in GM’s 2024 Form 10-K at page
100: “Our automotive interest income and interest expense, legacy costs from the Opel/Vauxhall Business (primarily pension costs), corporate expenditures and certain revenues and expenses that are not part of a reportable segment are
recorded centrally in Corporate. Corporate assets primarily consist of cash and cash equivalents, marketable debt securities and intersegment balances. All intersegment balances and transactions have been eliminated in consolidation.”

 2

3.
 Please explain to us why you believe it is appropriate to include the subtotal “Total
Automotive” in your table of key financial information by segment. In this regard, it does not appear that Total Automotive is a reportable segment, and disclosing a profitability measure for a subset of the reportable segments and amounts in
the “Corporate” column does not appear to be considered in ASC 280-10-50-22 or
50-30. Please advise or revise your disclosure accordingly.

 We note that
ASC 280-10-45-2 does not preclude disclosure of additional information that may contribute to a better understanding of the
entity or a particular line of business. While Total Automotive is not a reportable segment, we have historically disclosed our Total Automotive results because we believe this is a financial metric that is important to users of our financial
statements. Total Automotive consists of our GMNA and GMI reportable operating segments, amounts categorized in Corporate (i.e., “all other” automotive business activities) and certain eliminations needed to derive amounts included in
our consolidated financial statements that are associated with our automotive operations. This presentation aligns with the fact that the Company’s Automotive operations, GM Cruise and GM Financial operations are fundamentally different
businesses. Accordingly, we believe investors and analysts focus on a review of our Total Automotive results in combination with our more granular reportable operating segment disclosures that are provided for our Automotive operations and
separately for GM Cruise and GM Financial. The presentation of a Total Automotive financial metric also facilitates a better understanding of our Net automotive cash provided by operating activities liquidity metric.2 This is a key financial metric for investors and other users of our financial statements as it represents useful information on the material uses and sources of cash generated from our core
automotive operations. The inclusion of the Total Automotive subtotal provides users income statement amounts utilized to derive Net automotive cash provided by operating activities. As such, because of the importance of our core Automotive
operations to our overall consolidated financial results and the fact that GM Cruise and GM Financial are fundamentally different businesses, we believe providing a Total Automotive financial metric permits a user to better understand our
consolidated financial results and cash generating ability, and inclusion of such a metric is in accordance with ASC 280-10-45-2.

4.
 We note your presentation of the “Segment expenses and other items” and
“Adjustments” line items in arriving at “Earnings (loss) before interest and taxes – adjusted.” Please tell us whether any of these amounts represent significant segment expenses disclosed pursuant to ASC 280-10-50-26A, or, if they are other segment items pursuant to ASC 280-10-50-26B, why they have been presented separately.

 Neither
of the lines represent significant segment expenses disclosed pursuant to ASC 280-10-50-26A; rather, the combined amounts
represent other segment items pursuant to ASC 280-10-50-26B. We elected to present the amounts separately because we believe such
a presentation provides for a better understanding of the differences between the measurements of our reportable segments’ profits or losses, which is on an adjusted basis, and the unadjusted amounts included in our consolidated income
statement. And, although our segment profitability metric, Earnings (loss) before interest and taxes–adjusted, is not a non-GAAP measure when presented in conformity with ASC 280, we believe disclosing
the Adjustments included in Earnings (loss) before interest and taxes–adjusted is responsive to the concepts outlined in Regulation G and Item 10(e) when adjustments are made to amounts included in the consolidated results. To clarify our
intended presentation, we will revise our presentation in future filings and combine the two amounts into a Segment expenses and other items financial line caption and disclose the Adjustments included within each column in a separate line item
below the Earnings (loss) before interest and taxes–adjusted financial line caption. Refer to an illustrative example in the Exhibit attached hereto.

2
 Net automotive cash provided by operating activities is disclosed in the “Liquidity and Capital
Resources” section of GM’s 2024 10-K MD&A.

 3

 We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the
overall disclosures in our filings. Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (313) 407-3260.

Very Truly Yours,

 /s/ Christopher T. Hatto

Christopher T. Hatto

Vice President, Global Business Solutions and

Chief Accounting Officer

 4

 Exhibit:

Revised Segment Footnote Table - For illustration purposes, using Note 23. Segment Reporting, from GM’s 2024
10-K, in future filings we would add a new footnote to present a reportable segment total for Net sales and revenue, Earnings (loss) before interest and taxes-adjusted and Total assets; and combine the
previously reported Segment expenses and other items financial line with the Adjustments financial line, and add the adjustment amounts for each column to the existing Adjustments line item below Earnings (loss) before interest and taxes-adjusted
(items amended in bold and italics below).

GMNA

GMI

Corp

Auto Elims

Total
Automotive

GM Cruise

GM
Financial

Elims /
Reclasses

Total GM(d)

 Net sales and revenue

157,509

13,890

206

— 

171,605

257

15,875

(296
)

187,442

 Segment expenses and other items(a)

(142,981
)

(13,587
)

(1,334
)

— 

(157,902
)

(1,958
)

(12,911
)

263

(172,508
)

 Earnings (loss) before interest and taxes-adjusted

14,528

303

(1,129
)

— 

13,703

(1,701
)

2,965

(33
)

14,934

 Adjustments(b)

(738
)

(4,262
)

(64
)

— 

(5,064
)

(1,107
)

(320
)

— 

(6,491
)

 Automotive interest income

967

 Automotive interest expense

(846
)

 Net (loss) attributable to noncontrolling interests

(45
)

 Income before income taxes

8,519

 Income tax expense

(2,556
)

 Income from continuing operations

5,963

 Net loss attributable to noncontrolling interests

45

 Net income attributable to stockholders

6,008

 Equity in net assets of nonconsolidated affiliates

4,447

1,449

— 

— 

5,896

— 

1,206

— 

7,102

 Goodwill and intangibles

1,966

676

— 

— 

2,642

570

1,339

— 

4,551

 Total assets

165,905

21,769

38,817

(85,117
)

141,374

2,948

139,156

(3,717
)

279,761

 Expenditures for property

10,266

415

30

— 

10,711

7

24

88

10,830

 Depreciation and amortization

5,963

506

80

— 

6,548

25

4,883

— 

11,456

 Impairment charges

— 

— 

— 

— 

— 

933

— 

— 

934

 Equity income(c)

955

(4,400
)

— 

— 

(3,445
)

— 

(256
)

— 

(3,701
)

(a)
 Segment expenses and other items for Automotive segments primarily include material and logistics;
manufacturing; equity income; selling, general and administrative people-related costs; advertising; information technology; engineering; professional services; and policy, campaign, and warranty. GM Financial items consist primarily of GM Financial
interest expense; leased vehicle depreciation; people-related costs; provision for loan losses and gains and losses on termination of leased vehicles. Cruise items primarily consist of people-related costs.

(b)
 Consists of charges related to the Buick dealerships and restructuring actions in GMNA; charges related to
manufacturing operations wind down in GMI; China restructuring actions in GMI, GMNA and GM Financial; headquarters relocation in Corporate; and charges related to Cruise restructuring and Cruise realignment.

(c)
 Equity loss associated with our Automotive China JVs include impacts of the other-than-temporary impairment and
our portion of restructuring charges. Equity earnings related to Ultium Cells Holdings LLC are presented in Automotive and other cost of sales as this entity is integral to the operations of our business by providing battery cells for our EVs. Refer
to Note 8 for additional information.

(d)
 Total reportable segments include GMNA, GMI, Cruise and GMF. Total reportable segment Net sales and
revenue is $187,532 million, total reportable segment Earnings (loss) before interest and taxes-adjusted is $16,095 million, and total reportable segment Total assets are $329,778 million at period ended December 31, 2024.

 5

August 26, 2025
Christopher Hatto
Vice President and Chief Accounting Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265-3000
Re:General Motors Company
Form 10-K for the Year Ended December 31, 2024
Filed January 28, 2025
File No. 001-34960
Dear Christopher Hatto:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2024
Note 23. Segments, page 100
1.We note that your tabular disclosures of segment information beginning on page 101
include columns for each of the reportable segments, as well as columns for
“Corporate” and "Eliminations/Reclassifications", which are added to arrive at a
“Total” column. This presentation appears to result in a total Earnings (loss) before
interest and taxes - adjusted amount, inclusive of Corporate. Please revise to reconcile
the total of the reportable segments’ measures of profit or loss to consolidated income
before income taxes. Refer to ASC 280-10-50-30(b). In this regard, the reconciliation
should include a single amount for the subtotal of the reportable segments’ measures
of profit or loss with a reconciliation of that amount to consolidated income before
income taxes. Similarly, please revise to reconcile other totals of reportable segments’
amounts, such as revenues, assets, and depreciation and amortization, to the
corresponding consolidated amounts as required by ASC 280-10-50-30.
We also note that the “Corporate” column includes amounts, such as net sales 2.

August 26, 2025
Page 2
and revenue, segment expenses and other items, adjustments, and earnings (loss)
before interest and taxes - adjusted. ASC 280-10-50-15 requires information about
other business activities and operating segments that are not reportable to be
combined and disclosed in an all other category separate from other reconciling items
in the reconciliations required by ASC 280-10-50-30 through 50-31. Please revise
your disclosures accordingly. Please provide us with your proposed revised
disclosure. See also ASC 280-10-55-48.
3.Please explain to us why you believe it is appropriate to include the subtotal “Total
Automotive” in your table of key financial information by segment. In this regard, it
does not appear that Total Automotive is a reportable segment, and disclosing a
profitability measure for a subset of the reportable segments and amounts in the
"Corporate" column does not appear to be considered in ASC 280-10-50-22 or 50-30.
Please advise or revise your disclosure accordingly.
4.We note your presentation of the “Segment expenses and other items” and
“Adjustments” line items in arriving at “Earnings (loss) before interest and taxes –
adjusted.” Please tell us whether any of these amounts represent significant segment
expenses disclosed pursuant to ASC 280-10-50-26A, or, if they are other segment
items pursuant to ASC 280-10-50-26B, why they have been presented separately.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at 202-551-3301
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
February 1, 2024
Paul A. Jacobson
Chief Financial Officer
General Motors Co
300 Renaissance Center
Detroit, Michigan 48265-3000
Re:General Motors Co
Form 10-K for the Year Ended December 31, 2022
File No. 001-34960
Dear Paul A. Jacobson:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 300 Renaissance Center

Detroit, MI 48265-3000

 January 29, 2024

 VIA
EDGAR

 Division of Corporation Finance

Office of Manufacturing

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C.
20549

RE:
 General Motors Company

 
 Form 10-K for the Year Ended December 31, 2022

 
 Response dated January 11, 2024

 
 File No. 001-34960

To whom it may concern:

 This letter from General
Motors Company (“we”, “our”, “us”, “GM” or the “Company”) is in response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) received by letter dated January 26, 2024, relating to the Company’s Form 10-K for the Year Ended December 31, 2022 (File
No. 001-34960) filed with the Commission on January 31, 2023 and our response dated January 11, 2024 to comments from the Staff received by letter dated December 20, 2023.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response
thereto.

 Form 10-K for the Fiscal Year Ended December 31, 2022

Liquidity and Capital Resources, page 36

1.
 We note your response to comment 2 and continue to believe that discussion of your cash flows at the
consolidated level should be provided pursuant to Item 303(b) of Regulation S-K. Please tell us how you will revise your disclosures in future filings.

In response to the Staff’s comment, in future filings we will provide quantitative disclosure of the consolidating adjustments
made to our segment cash flows (i.e., Automotive cash flows, GM Cruise cash flows and General Motors Financial Company, Inc. (“GM Financial”) cash flows) to allow readers of the filings to arrive at the Company’s consolidated cash
flow amounts.

 Notes to Consolidated Financial Statements

Note 2. Significant Accounting Policies

Revenue Recognition, page 57

2.
 We note from your response to comment 4 that none of your vehicle transfers to rental car companies are
accounted for as leases, which appears to be a change from the conclusions reached at the time of the 2017 Office of the Chief Account preclearance referenced in your response. Please explain to us in further detail how you determined none of your
rental car company transfers currently qualify as leases. In doing so, expand on the “administrative changes...to the remarketing procedures” made during and since 2017, including any material revisions to your remarketing programs, and
the reasons for the significant decline in percentage of vehicles transferred back to the company from rental car companies.

As outlined in our preclearance submission with the SEC’s Office of the Chief Accountant dated September 9, 2016, that
resulted in a confirming letter dated March 3, 2017, our arrangements with rental car companies either do not contain a guaranteed resale price (“risk sales”) or do contain a guaranteed resale price. At that time, the arrangements
containing a guaranteed resale price came in one of two forms, referred to as Program 1 or Program 2. The primary difference between Program 1 and Program 2 relates to whether GM obtains contractual ownership of the vehicle as part of the
remarketing process. Under Program 1, contractual ownership transfers to GM immediately upon delivery of the vehicles to the auction sites by the rental car companies. Under Program 2, contractual ownership would transfer to GM only if a vehicle
delivered to the auction site by the rental car companies does not sell within 90 days (or 120 days in certain markets). After our preclearance submission, Program 1 was phased out such that currently only risk sales or Program 2 arrangements exist
within our contracts with rental car companies.

 Prior to 2017, the Company managed its remarketing activities on a pooled basis
whereby it did not differentiate between the source of the vehicles being remarketed. As such, vehicles returned under Program 2 were not differentiated from other vehicles being remarketed (e.g., GM corporate-owned vehicles provided to employees
and vehicles that were returned off lease to GM Financial). Furthermore, the vehicles subject to Program 2 were not being remarketed on a first-in, first-out basis with
regard to other vehicles being remarketed at the same time. In 2017, the Company changed its practices such that vehicles subject to Program 2 are identified and tracked throughout the remarketing process to ensure they are sold before ownership
reverts to GM. Since implementing these practices to monitor and track vehicles subject to Program 2 throughout the remarketing process, substantially all of the vehicles have been sold prior to ownership reverting to GM. As such, given that Program
1 has been phased out and the conditional repurchase obligation under Program 2 is not substantive, we are accounting for all transactions with rental car companies as sales.

We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filings. Should
you have any questions or comments regarding the responses in this letter, please feel free to contact me at (313) 407-3260.

Very Truly Yours,

 /s/ Christopher T.
Hatto        

 Christopher T. Hatto

Vice President, Global Business Solutions and

 Chief
Accounting Officer

 2

United States securities and exchange commission logo
January 26, 2024
Paul A. Jacobson
Chief Financial Officer
General Motors Co
300 Renaissance Center
Detroit, Michigan 48265-3000
Re:General Motors Co
Form 10-K for the Year Ended December 31, 2022
Response dated January 11, 2024
File No. 001-34960
Dear Paul A. Jacobson:
            We have reviewed your January 11, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our December 20,
2023 letter.
Form 10-K for the Year Ended December 31, 2022
Liquidity and Capital Resources, page 36
1.We note your response to comment 2 and continue to believe that discussion of your cash
flows at the consolidated level should be provided pursuant to Item 303(b) of Regulation
S-K. Please tell us how you will revise your disclosures in future filings.
Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies
Revenue Recognition, page 57
2.We note from your response to comment 4 that none of your vehicle transfers to rental car
companies are accounted for as leases, which appears to be a change from the conclusions
reached at the time of the 2017 Office of the Chief Account preclearance referenced in
your response. Please explain to us in further detail how you determined none of your

 FirstName LastNamePaul A. Jacobson
 Comapany NameGeneral Motors Co
 January 26, 2024 Page 2
 FirstName LastName
Paul A. Jacobson
General Motors Co
January 26, 2024
Page 2
rental car company transfers currently qualify as leases. In doing so, expand on the
"administrative changes...to the remarking procedures" made during and since 2017,
including any material revisions to your remarketing programs, and the reasons for the
significant decline in percentage of vehicles transferred back to the company from rental
car companies.
            Please contact Heather Clark at 202-551-3624 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 January 11, 2024

 VIA
EDGAR

 Division of Corporation Finance

 Office of
Manufacturing

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

RE:
 General Motors Company

Form 10-K for the Year Ended December 31, 2022

Filed January 31, 2023

File No. 001-34960

To whom it may concern:

 This letter from General Motors Company
(“we”, “our”, “us”, “GM” or the “Company”) is in response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the
“Commission”) received by letter dated December 20, 2023, relating to the Company’s Form 10-K for the Year Ended December 31, 2022 (File
No. 001-34960) filed with the Commission on January 31, 2023.

 In this letter, we have recited the
comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto.

 Form 10-K for the Fiscal Year Ended December 31, 2022

 Management’s Discussion and Analysis of Financial
Condition and Results of Operations

 Non-GAAP Measures, page 25

1.
 We note your discussion of non-GAAP financial measures at the
beginning of your MD&A before any discussion of the comparable GAAP measures. Please revise future filings to present and discuss the directly comparable GAAP measures with equal or greater prominence than the
non-GAAP measures. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations on
Non-GAAP Financial Measures. Your Form 8-K earnings releases should be similarly revised.

In response to the Staff’s comment, we will ensure that the Company’s disclosures in future filings with the Commission (including
any documents furnished therewith) will present and discuss the directly comparable GAAP measures with equal or greater prominence to any non-GAAP financial measures. Specifically, within the Form 10-K, we will place the “Non-GAAP Measures” subsection of the Company’s “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” (“MD&A”) after the “Critical Accounting Estimates” subsection but before the “Forward-Looking Statements” subsection of the Company’s MD&A. Similarly, in the Company’s earnings
release, we will move the discussion of non-GAAP measures to follow the cash flow information.

 Liquidity and Capital Resources, page 36

2.
 We note that you separately present and discuss operating, investing, and financing cash flows at the
Automotive, GM Financial, and Cruise segment levels without a corresponding discussion at the consolidated level. Please tell us how your presentation complies with the requirement of Item 303(b) of Regulation
S-K to discuss your business as a whole with segment information provided as necessary.

Our current Liquidity and Capital Resources discussion focuses on Automotive cash flows, GM Cruise cash flows and General Motors Financial
Company, Inc. (“GM Financial”) cash flows because cash flows from these components of our operations are the key drivers of our consolidated cash flow results as a whole. This presentation aligns with the fact that the Company’s
Automotive operations, GM Cruise and GM Financial operations are fundamentally different businesses. Accordingly, we believe investors and analysts primarily focus on these sector cash flow amounts as opposed to the consolidated amounts to
understand the Company’s cash flow activity and overall liquidity. We believe that the Company’s current disclosure, which excludes a discussion of the consolidated statement of cash flow amounts, represents a clearer and more concise
presentation and discussion of the key drivers of the Company’s overall cash flows and liquidity for investors and is consistent with how the users of the Company’s financial statements assess its results. We further believe the addition
of consolidated information will not benefit the users of the Company’s financial statements as it will not provide additional insight into the key drivers of the Company’s consolidated cash flow results or its overall liquidity. Rather,
the discussion on a consolidated basis will be repetitive of the information already provided on a sector basis, and we believe the inclusion of the consolidated information may obscure the more granular information provided on a sector basis. In
addition, we believe adequate disclosure exists throughout the filing pertaining to the inter-sector activities, including the disclosure of outstanding balances at period end between the sectors. We also provide the following disclosure in the
Liquidity and Capital Resources section of the MD&A to provide users of our quarterly and annual financial reports with a clear understanding of the impact of inter-sector activity on our consolidated cash flows:

Cash flows that occur amongst our Automotive, Cruise and GM Financial operations are eliminated when we consolidate our cash flows. Such
eliminations include, among other things, collections by Automotive on wholesale accounts receivables financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables transferred by Automotive to GM
Financial, loans to Automotive and Cruise from GM Financial, dividends issued by GM Financial to Automotive, tax payments by GM Financial to Automotive and Automotive cash injections in Cruise. The presentation of Automotive liquidity, Cruise
liquidity and GM Financial liquidity presented below includes the impact of cash transactions amongst the sectors that are ultimately eliminated in consolidation.

As such, we respectfully advise the Staff that we do not believe any revisions are warranted in response to its comment.

 2

 Financial Statements

Consolidated Statements of Cash Flows, page 55

3.
 Please tell us the nature of all items included within the “Purchases of finance receivables,
net” and “Purchase of leased vehicles, net” line items and identify the parties from which you purchase the applicable assets. In doing so, clarify if the balances include any material offsetting amounts and how you determined net
presentation was appropriate.

 In response to the Staff’s comment, in future filings we will revise the line
items to remove the word “net” to provide better clarity to the reader of our financial statements. The Company provides automotive financing services through GM Financial, our global provider of automobile finance solutions. GM Financial
provides retail loan and lease lending across the credit spectrum to support vehicle sales. Dealerships originate the retail loans and leases with the consumers and GM Financial subsequently purchases the retail loans and the vehicles subject to the
underlying lease contracts from the dealerships. In conjunction with originating the retail loans or lease contracts, the dealerships collect from the retail consumers the down payments, first month rents on leases and certain fees that are not
financed. These amounts are collected and retained by the dealership. Upon acquisition of the retail loans or the vehicles subject to the lease contracts, GM Financial subtracts from the amount paid to the dealerships the amounts already collected
by the dealership from the retail consumers (i.e., the fees, lease down payments, and first month rents). Thus, historically, we have referenced the cost to purchase the retail loans and vehicles subject to the lease contracts as being
“net”. However, the dealerships do not remit to GM Financial the amounts collected upfront from the retail consumer and GM Financial only remits a single amount to the dealerships at the time of acquisition. In addition, a portion of the
payment to the dealership is applied to the sales incentive (i.e., “subvention”) that is accrued by the Company’s automotive segment at the time of the vehicle sale. Applying a portion of the payment to the sales incentive accrued at
the time of sales has historically been referred to as “netting” the subvention payment against the cost of purchasing the retail loans and vehicles subject to the lease contracts. However, no “netting” is occurring; rather, the
payment is being bifurcated into the amount paid to acquire the retail loans or vehicles subject to the lease contracts and the sales incentives accrued when the vehicles were sold. Because the dealerships do not remit the amounts they collect upon
origination of the retail loans or lease contracts, no offsetting is occurring within the “Purchases of finance receivables, net” and “Purchases of leased vehicles, net” line items within the Company’s Consolidated
Statements of Cash Flows.

 Notes to Consolidated Financial Statements

Note 2. Significant Accounting Policies

 Revenue
Recognition, page 57

4.
 We note your revenue recognition disclosures related to remarketing obligations at the top of page 58.
Please explain to us the specific nature of the arrangements and transactions involved and the specific accounting guidance followed, including how you applied or considered the repurchase agreement guidance in ASC 606-10-55-66 through -78. In doing so, clarify if you account for any arrangements with daily rental companies as leases or
financing arrangements due to repurchase agreements and provide us with illustrative journal entries to assist our understanding.

 3

 None of our vehicle transfers to rental car companies are accounted for as operating leases
under ASC 606 because none of the Company’s contracts with the rental car companies contain provisions whereby ownership of the vehicle automatically transfers to the Company at the time the vehicles are delivered by the rental car companies to
the auction site. Instead, the Company’s contracts with the rental car companies that include a repurchase feature have only a conditional repurchase obligation. Under these arrangements, if a vehicle delivered to the auction site by the rental
car company sells within 90 days (or 120 days in certain markets), the Company’s repurchase obligation is not exercised, and ownership never reverts to the Company. We administer the remarketing of the Company’s rental car programs such
that substantially all rental car vehicles delivered to the auction site are sold before ownership transfers back to the Company. As such, we view the conditional repurchase obligation to be non-substantive.
Since implementing certain administrative changes to the Company’s remarketing procedures in 2017, ownership of the vehicles returned for auction in the U.S., which is the Company’s largest market, has transferred back to the Company
typically less than 5 percent of the time. Return rates in other relevant markets are even lower. Over this timeframe, the percentage of vehicles whose ownership transferred back to the Company has never exceeded ten percent.

The accounting conclusions related to conditional repurchases from rental car companies was the subject of a preclearance submission with the
SEC’s Office of the Chief Accountant resulting in a confirming letter dated March 3, 2017. As stated in our preclearance submission, if we observe a demonstrated pattern that creates the expectation that more than 90 percent of
vehicles transferred to the rental car companies will sell prior to ownership transferring back to the Company, we deem the repurchase option to be non-substantive and the original transfer is accounted for as
a sale. Since January 1, 2018, which was the date the Company’s administrative remarketing procedures in 2017 demonstrated that the conditional repurchase obligation was not substantive and transfers to rental car companies with
conditional repurchase features began to be accounted for as sales, we believe the Company’s remarketing experience has demonstrated that the conditional repurchase feature is non-substantive. Thus, the
Company accounts for all transfers to rental car companies with conditional repurchase features as sales.

 In accordance with the terms of
the Company’s agreements with the rental car companies that contain a guaranteed resale price, the rental car companies can choose to deliver vehicles to an auction location any time after a predetermined minimum
in-service period (typically five to six months) and before the maximum in-service period (typically twelve months from the date of purchase). Under the agreements with
these rental car companies, the Company is required to remarket the vehicle on behalf of the rental car company and pay the rental car company the difference between the auction proceeds and the guaranteed resale price. The auction companies are
contracted by the Company, and the Company has the authority to oversee or manage all aspects of the remarketing process. The remarketing process used to remarket vehicles for the rental car companies is also used to sell GM corporate-owned vehicles
(i.e., vehicles provided to employees), as well as vehicles that are returned off lease at GM Financial. Most of the vehicles are ultimately sold to GM dealers.

The rental car companies pay GM the full purchase price for the vehicles at the time they are transferred. Under the terms of the agreements,
both the vehicle and the remarketing services represent separate performance obligations in accordance with the guidance of paragraphs
606-10-25-14 through 25-22. The guaranteed resale price meets the definition of a
guarantee. Because guarantees are specifically scoped out of ASC 606, the guaranteed resale price is accounted for in

 4

accordance with ASC 460, as described by paragraph BC61 to ASC 606, with part of the transaction price being allocated to the guarantee at inception of the arrangement. The following are a
summary of the entries recorded to account for the transfer of a vehicle to a rental car company and the subsequent remarketing of the vehicle:

Transfer of Vehicle to the Rental Car Company

To record the transfer of a vehicle as a sale:

 Accounts receivable/cash

$
XX

 Revenue

$
XX

 To record GM’s ongoing obligations (including its guaranteed resale obligation):

 Revenue

$
XX

 Deferred revenue – remarketing obligation

$
XX

 Residual value guarantee

XX

 To record the estimated loss on the guaranteed residual value (i.e., the ASC 450 obligation for the
guarantee, which is the difference between the guaranteed resale price and the estimated residual value of the vehicle at the time it is delivered to the auction):

 Revenue – loss on guaranteed residual value

$
XX

 Guarantee resale price payable

$
XX

 To record cost of goods sold:

 Cost of goods sold

$
XX

 Inventory

$
XX

 Period Vehicle is Used by the Rental Car Company

To record updates to the residual value guarantee loss (if necessary):

 Revenue – loss on guaranteed residual value

$
XX

 Guarantee resale price payable

$
XX

 Note: The guarantee resale price payable is adjusted to reflect the difference between the guaranteed
resale price and the updated estimated residual value of the vehicle at the time it is delivered to the auction site at each period end.

Remarketing of the Vehicle by GM

Vehicle is returned to an auction site:

No accounting because the vehicle is not owned by GM and the auction house pays the rental car company the residual value when vehicle sells
at auction.

 To settle the guarantee resale price payable upon remarketing:

 Guarantee resale price payable

$
XX

 Payable to rental car company/cash

$
XX

 Residual value guarantee

$
XX

 Revenue

$
XX

 Note: The fair value of the residual value guarantee on day-one is
maintained and released upon completion of the remarketing process to represent GM’s release from its ongoing stand-ready obligation.

To record revenue upon remarketing the vehicle:

 Remarketing obligation

$
XX

 Revenue – remarketing income

$
XX

 5

 Inventories, page 59

5.
 As required by ASC 330-10-50-1, please disclose the basis of stating inventories, such as FIFO, LIFO or estimated average cost.

United States securities and exchange commission logo
December 20, 2023
Paul A. Jacobson
Chief Financial Officer
General Motors Co
300 Renaissance Center
Detroit, Michigan 48265-3000
Re:General Motors Co
Form 10-K for the Year Ended December 31, 2022
Filed January 31, 2023
File No. 001-34960
Dear Paul A. Jacobson:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Management's Discussion and analysis of Financial Condition and Results of Operations
Non-GAAP Measures, page 25
1.We note your discussion of non-GAAP financial measures at the beginning of your
MD&A before any discussion of the comparable GAAP measures. Please revise future
filings to present and discuss the directly comparable GAAP measures with equal or
greater prominence than the non-GAAP measures. Refer to Item 10(e)(1)(i)(A) of
Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations on
Non-GAAP Financial Measures. Your Form 8-K earnings releases should be similarly
revised.
Liquidity and Capital Resources, page 36
2.We note that you separately present and discuss operating, investing, and financing cash
flows at the Automotive, GM Financial, and Cruise segment levels without a
corresponding discussion at the consolidated level. Please tell us how your presentation

 FirstName LastNamePaul A. Jacobson
 Comapany NameGeneral Motors Co
 December 20, 2023 Page 2
 FirstName LastNamePaul A. Jacobson
General Motors Co
December 20, 2023
Page 2
complies with the requirement of Item 303(b) of Regulation S-K to discuss your business
as a whole with segment information provided as necessary.
Financial Statements
Consolidated Statements of Cash Flows, page 55
3.Please tell us the nature of all items included within the "Purchases of finance receivables,
net" and "Purchase of leased vehicles, net" line items and identify the parties from which
you purchase the applicable assets. In doing so, clarify if the balances include any material
offsetting amounts and how you determined net presentation was appropriate.
Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies
Revenue Recognition, page 57
4.We note your revenue recognition disclosures related to remarketing obligations at the top
of page 58. Please explain to us the specific nature of the arrangements and transactions
involved and the specific accounting guidance followed, including how you applied or
considered the repurchase agreement guidance in ASC 606-10-55-66 through -78. In
doing so, clarify if you account for any arrangements with daily rental companies as leases
or financing arrangements due to repurchase agreements and provide us with illustrative
journal entries to assist our understanding.
Inventories, page 59
5.As required by ASC 330-10-50-1, please disclose the basis of stating inventories, such as
FIFO, LIFO or estimated average cost. If LIFO or estimated average cost per unit is used,
provide the additional disclosures required by Rule 5-02(6)(b)-(c) of Regulation S-X.
Stock Incentive Plans, page 62
6.We note your disclosure that compensation cost is "recorded on stock issued to settle
awards based on the fair value of Cruise's common stock until such time that the stock has
been issued for more than six months." Please clarify what this statement means and how
it complies with ASC 718.
Note 3. Revenue, page 64
7.ASC 606-10-50-4(a) requires entities to disclose the amount of revenue recognized from
contracts with customers under ASC 606 separately from other sources of revenues.
Please revise your disclosures, as necessary, to provide distinctions between ASC 606 and
non-ASC 606 revenues.

 FirstName LastNamePaul A. Jacobson
 Comapany NameGeneral Motors Co
 December 20, 2023 Page 3
 FirstName LastName
Paul A. Jacobson
General Motors Co
December 20, 2023
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Heather Clark at 202-551-3624 or Andrew Blume at 202-551-3254 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
April 26, 2021
Christopher Hatto
Vice President and Chief Accounting Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265-3000
Re:General Motors Company
Form 10-K for the Year Ended December 31, 2020
File No. 001-34960
Dear Mr. Hatto:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Document

April 23, 2021

VIA EDGAR

Division of Corporation Finance
Office of Manufacturing

U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

RE:    General Motors Company
Form 10-K for the Year Ended December 31, 2020
Filed February 10, 2021
File No. 001-34960

To whom it may concern:

This letter from General Motors Company (“we”, “our”, “us”, “GM” or the “Company”) is in response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by letter dated April 16, 2021, relating to the Company’s Form 10-K for the Year Ended December 31, 2020 (File No. 001-34960) filed with the Commission on February 10, 2021.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto.

Form 10-K for the Fiscal Year Ended December 31, 2020

Note 2. Significant Accounting Policies

Automotive Financing - GM Financial, page 56

1.Please tell us your consideration of the qualitative disclosures required by ASC 842-30-50-3a and 3b.

Both the Company’s and GM Financial’s leasing activities, as lessor, are insignificant other than GM Financial’s investments in leased vehicles, which are accounted for as operating leases. GM Financial’s leased vehicle contracts are discrete arrangements with the lessee and any nonlease products or services acquired by the lessee at lease origination (e.g., excess wear and tear insurance, extended warranty/maintenance contracts, etc.) are purchased by the lessee from third parties and thus are not associated with GM Financial’s vehicle leasing activities. Because the Company’s lessor-related leasing

activities are distinct and not embedded in other arrangements, determining whether a lease exists or how to separate a lease component from a nonlease component does not require management judgment.

The accounting policies for our leased vehicle portfolio are disclosed in the “Automotive Financing - GM Financial” and “Equipment on Operating Leases” subsections of Note 2 to the Company’s Consolidated Financial Statements. The Company believes the disclosures contained therein reasonably provide a general description of our equipment on operating lease activity, as required by paragraph 842-30-50-3.a(1), and information about the most significant assumption associated with this activity, as required by paragraph 842-30-50-3.b, which is the residual risk associated with the leased vehicle. Lease payments are generally fixed, and variable lease payments (e.g., charges arising for excess wear and tear and excess mileage) are accounted for upon expiry of the lease. The accounting for variable lease payments received from lessees upon lease termination is also disclosed in the “Automotive Financing - GM Financial” subsection of Note 2 to the Company’s Consolidated Financial Statements, which states that, “any payments received from lessees upon lease termination, are included in GM Financial interest, operating and other.” Variable lease payments received from lessees upon lease termination are an insignificant component of amounts collected under the terms of a lease.

Based on the above, we believe that the Company’s current disclosures adequately address the qualitative disclosures required by ASC 842-30-50-3a and 3b for all material aspects of our leased vehicle portfolio. However, in considering the Staff's comment, we believe the Company’s current disclosures can be slightly enhanced if GM Financial’s practice of extending a lease (paragraph 842-30-50-3a(3)) were to be disclosed, even though lease extensions are not a material component of the Company’s vehicle leasing activities.  We also believe we can more clearly express why the Company is exposed to changes to vehicle residual values by better describing a lessee’s right to purchase the underlying asset (paragraph 842-30-50-3a(4)). As such, the Company will augment its Form 10-K disclosures on a prospective basis to qualitatively describe GM Financial’s lease extension practices and clarify the lessee’s right to purchase the underlying asset. The Company’s existing and planned additional disclosures associated with its leasing activities, as lessor, are as follows (additional planned disclosures in bold, underline):

Automotive Financing - GM Financial Income from operating lease assets, which includes lease origination fees, net of lease origination costs, is recorded as operating lease revenue on a straight-line basis

over the term of the lease agreement. Extensions may be granted for up to six months and, if extended, the lessee is responsible for additional monthly payments. Gains or losses realized upon disposition of off-lease assets including any payments received from lessees upon lease termination, are included in GM Financial interest, operating and other.

Equipment on Operating Leases Equipment on operating leases, net consists of vehicle leases to retail customers with lease terms of two to five years and vehicle sales to rental car companies that are expected to be repurchased in an average of seven months. Lessees generally may purchase the leased vehicle at the maturity of the lease by paying the contract residual value determined at time of origination of the lease. Since the lessee is not obligated to purchase the vehicle at the end of the contract, we are exposed to changes in the residual values of these assets. The residual values represent estimates of the values of the leased vehicles at the end of the lease agreements and are determined based on forecasted auction proceeds when there is a reliable basis to make such a determination. Realization of the residual values is dependent on the future ability to market the vehicles under prevailing market conditions. The estimate of the residual value is evaluated over the life of the arrangement and adjustments may be made to the extent the expected value of the vehicle changes. Adjustments may be in the form of revisions to the depreciation rate or recognition of an impairment charge. A lease vehicle asset group is determined to be impaired if an impairment indicator exists and the expected future cash flows, which include estimated residual values, are lower than the carrying amount of the vehicle asset group. If the carrying amount is considered impaired an impairment charge is recorded for the amount by which the carrying amount exceeds fair value of the vehicle asset group. Fair value is determined primarily using the anticipated cash flows, including estimated residual values. In our automotive operations when a vehicle that is accounted for as a lease is returned the asset is reclassified from Equipment on operating leases, net to Inventories at the lower of cost or net realizable value. Upon disposition, proceeds are recorded in Automotive net sales and revenue and costs are recorded in Automotive and other cost of sales. In our automotive finance operations when a leased vehicle is returned or repossessed the asset is recorded in Other assets at the lower of amortized cost or net realizable value. Upon disposition a gain or loss is recorded in GM Financial interest, operating and other expenses for any difference

between the net book value of the leased asset and the proceeds from the disposition of the asset.

Form 8-K dated February 10, 2021

Exhibit 99.1, page 1

2.In the third bullet, you highlight your Full-year EBIT-adjusted margin without providing comparable GAAP guidance. When presenting non-GAAP measures in your earnings release, please present the most directly comparable GAAP measure with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Exhibit 99.2 should be similarly revised.

In response to the Staff's comment, the Company will ensure that its disclosures in future filings with the Commission (including any documents furnished therewith), beginning with the period ended March 31, 2021, will present GAAP net income margin with equal or greater prominence to non-GAAP EBIT-adjusted margin.

3.Please revise your reconciliation of EBIT-adjusted on page 3 to begin with the GAAP measure, rather than the non-GAAP measure. Refer to Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

In response to the Staff's comment, the Company will ensure, beginning with the period ended March 31, 2021, that when it reconciles non-GAAP EBIT-adjusted to GAAP net income attributable to stockholders in its future disclosures that the reconciliation will begin with GAAP net income attributable to stockholders.

We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filings. Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (313) 657-5193.

Very Truly Yours,

/s Christopher T. Hatto

Christopher T. Hatto
Vice President, Global Business Solutions and

Chief Accounting Officer

United States securities and exchange commission logo
April 16, 2021
Christopher Hatto
Vice President and Chief Accounting Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265-3000
Re:General Motors Company
Form 10-K for the Year Ended December 31, 2020
Form 8-K dated February 10, 2021
File No. 001-34960
Dear Mr. Hatto:
            We have limited our review of your filings to the financial statements and related
disclosures 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 business days by providing the requested
information or advise 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, 2020
Note 2. Significant Accounting Policies
Automotive Financing - GM Financial, page 56
1.Please tell us your consideration of the qualitative disclosures required by ASC 842-30-
50-3a and 3b.

Form 8-K dated February 10, 2021
Exhibit 99.1, page 1
2.In the third bullet, you highlight your Full-year EBIT-adjusted margin without providing
comparable GAAP guidance. When presenting non-GAAP measures in your earnings
release, please present the most directly comparable GAAP measure with equal or greater
prominence.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the

 FirstName LastNameChristopher Hatto
 Comapany NameGeneral Motors Company
 April 16, 2021 Page 2
 FirstName LastName
Christopher Hatto
General Motors Company
April 16, 2021
Page 2
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.  Exhibit
99.2 should be similarly revised.
3.Please revise your reconciliation of EBIT-adjusted on page 3 to begin with the GAAP
measure, rather than the non-GAAP measure. Refer to Question 102.10 of the Non-GAAP
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Heather Clark at 202-551-3624 or Martin James, Senior Advisor, at
202-551-3671 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

May 14, 2019
Christopher T. Hatto
Controller and Chief Accounting Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265-3000
Re:General Motors Company
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 6, 2019
File No. 001-34960
Dear Mr. Hatto:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
filename1.htm

		Document

May 10, 2019

Christopher T. Hatto

Vice President, Controller and Chief Accounting Officer

300 Renaissance Center

Detroit, MI 48265

VIA EDGAR

Division of Corporation Finance

Office of Transportation and Leisure

U.S. Securities and Exchange Commission

100 F Street, N.E.; Mail Stop 4546

Washington, D.C. 20549-4546

RE:

 General Motors Company

Form 10-K for the Year Ended December 31, 2018

Filed February 6, 2019

File No. 001-34960

To whom it may concern:

This letter from General Motors Company (“we”, “our”, “us”, “GM” or the “Company”) is in response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by letter dated April 30, 2019, relating to the Company’s Form 10-K for the Year Ended December 31, 2018 (File No. 001-34960) filed with the Commission on February 6, 2019 (the “2018 Form 10-K”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto.

Form 10-K for the Fiscal Year Ended December 31, 2018

Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Automotive Liquidity, page 31

1.

 Please consider providing a consolidated table of cash flows provided by (used in) operating, investing and financing activities for each year presented as shown in the statements of cash flows, or a discussion of consolidated amounts. In this regard, we note you present separate tables of Automotive cash flows, GM Cruise cash flows, and GM Financial cash flows, without reconciling these individual tables to the consolidated amounts shown in statements of cash flows. Please revise or advise.

Our current Liquidity and Capital Resources discussion focuses on Automotive cash flows, GM Cruise cash flows and GM Financial cash flows because these components of our operations are the key drivers of our consolidated cash flow results.  Accordingly, we believe investors and analysts primarily focus on these sector cash flow amounts as opposed to the consolidated amounts to understand our cash flow activity and overall liquidity.  We believe that our current disclosure, which excludes a consolidated statement of cash flows and a discussion of the consolidated amounts, represents a clearer and more concise presentation of the key drivers of our overall cash flows and liquidity for investors.  However, we recognize that our current presentation does not clarify that certain cash flows between the sectors are eliminated on a consolidated basis.  As such, in response to the Staff’s comment, we propose to add the following disclosure on a prospective basis prior to our discussion of sector liquidity in “Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources”:

_____________________________________________

Cash flows occur amongst our Automotive, GM Cruise and GM Financial operations that are eliminated when we consolidate our cash flows.  Such eliminations include, among other things, collections by Automotive on wholesale accounts receivables financed by dealers through GM Financial, payments between Automotive and GM Financial for accounts receivables transferred by Automotive to GM Financial, dividends issued by GM Financial to Automotive and Automotive cash injections in GM Cruise.  The presentation of Automotive liquidity, GM Cruise liquidity and GM Financial liquidity presented below includes the impact of cash transactions amongst the sectors that are ultimately eliminated in consolidation.

Note 8. Equity in Net Assets of Nonconsolidated Affiliates, page 64

2.

 We note equity income from your nonconsolidated affiliates represented approximately 25.3% of your income before income taxes for the year ended December 31, 2018, and more specifically, the equity income from the Automotive China joint ventures represented 23.1% of the pre-tax income. Please advise of the consideration given to providing financial statements of your Automotive China equity method joint ventures pursuant to Rule 3-09 of Regulation S-X. In this regard, if any of these joint ventures meet the significance criteria, audited financial statements would be required for fiscal year end December 31, 2018 and unaudited financial statements could be provided for the comparative prior years in which the equity method income was less than 20% of your pre-tax income. Please advise or revise as appropriate.

Note 8. Equity in Net Assets of Nonconsolidated Affiliates (“Note 8”) on page 64 of our 2018 10-K summarizes our direct and indirect ownership interests in our nonconsolidated affiliates, including our China joint ventures (“JVs”).  Note 8 also discloses the equity income and additional summarized financial information of our investments in nonconsolidated affiliates.  Due to the importance and significance of our China JVs, the summarized financial information of our China JVs is presented separately from our investments in other nonconsolidated affiliates.  On a quarterly and annual basis, we perform individual significance tests on all of our equity investments listed on page 65 of our 2018 Form 10-K (which includes those equity investments made by our subsidiaries and those made by our equity investees) based on the requirements of Rule 3-09 of Regulation S-X (“S-X 3-09”) (as well as the applicable Staff guidance associated with lower-tier equity investees).  None of these individual equity investees exceeded the 20 percent threshold under either the income or investment tests of Rule 1-02(w) of Regulation S-X (“S-X 1-02(w)”).  As a result, S-X 3-09 separate annual financial statements of any of our or our subsidiaries’ equity investees or lower-tier equity investees are not required to be included in our 2018 Form 10-K.  One of our equity investees, SAIC General Motors Corp., Ltd. (“SGM”), did individually meet an S-X 1-02(w) significance test in 2014 thereby resulting in the inclusion of its financial statements in each of our Form 10-K filings for the fiscal years ended 2014, 2015 and 2016.  In 2014, we incurred certain significant charges associated with proceedings related to ignition switch recalls and other matters that contributed to SGM meeting the significance test in 2014.  Since 2014, none of our individual investees has exceeded the significance thresholds prescribed in S-X 3-09.

We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filings. Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (313) 667-5193.

Very Truly Yours,

/s/  CHRISTOPHER T. HATTO

Christopher T. Hatto

Vice President, Controller and Chief Accounting Officer

April 30, 2019
Christopher T. Hatto
Controller and Chief Accounting Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265-3000
Re:General Motors Company
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 6, 2019
File No. 001-34960
Dear Mr. Hatto:
            We have limited our review of your filing to the financial statements and related
disclosures 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 business days by providing the requested
information or advise 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 Fiscal Year Ended December 31, 2018
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Automotive Liquidity, page 31
1.Please consider providing a consolidated table of cash flows provided by (used in)
operating, investing and financing activities for each year presented as shown in the
statements of cash flows, or a discussion of consolidated amounts.  In this regard, we note
you present separate tables of Automotive cash flows, GM Cruise cash flows, and GM
Financial cash flows, without reconciling these individual tables to the consolidated
amounts shown in statements of cash flows.  Please revise or advise.

 FirstName LastNameChristopher T. Hatto
 Comapany NameGeneral Motors Company
 April 30, 2019 Page 2
 FirstName LastName
Christopher T. Hatto
General Motors Company
April 30, 2019
Page 2
Note 8. Equity in Net Assets of Nonconsolidated Affiliates, page 64
2.We note equity income from your nonconsolidated affiliates represented approximately
25.3% of your income before income taxes for the year ended December 31, 2018, and
more specifically, the equity income from the Automotive China joint ventures
represented 23.1% of the pre-tax income.  Please advise of the consideration given to
providing financial statements of your Automotive China equity method joint ventures
pursuant to Rule 3-09 of Regulation S-X.  In this regard, if any of these joint ventures
meet the significance criteria, audited financial statements would be required for fiscal
year end December 31, 2018 and unaudited financial statements could be provided for the
comparative prior years in which the equity method income was less than 20% of your
pre-tax income.  Please advise or revise as appropriate.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Beverly Singleton at (202) 551-3328 or Claire Erlanger at (202) 551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

July 10, 2018
Thomas S. Timko
Vice President, Global Business Solutions and Chief Accounting Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265
Re:General Motors Company
Form 10-K for the Year Ended December 31, 2017
File No. 001-34960
Dear Mr. Timko:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
filename1.htm

		Document

 General Motors Company

Mail Code 482-C13-D11

300 GM Renaissance Center

P.O. Box 300

Detroit, MI  48265-3000

Tel 313-667-3434

Fax 313-667-3151

June 26, 2018

VIA EDGAR

Melissa Raminpour

Branch Chief

Division of Corporation Finance

Office of Transportation and Leisure

U.S. Securities and Exchange Commission

100 F Street, N.E.; Mail Stop 4546

Washington, D.C. 20549-4546

RE:    General Motors Company

Form 10-K for the Year Ended December 31, 2017

Form 10-Q for the Quarter Ended March 31, 2018

File No. 001-34960

Dear Ms. Raminpour:

This letter from General Motors Company (“we”, “our”, “us”, “GM” or the “Company”) is in response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by letter dated June 12, 2018, relating to the Company’s Form 10-K for the Year Ended December 31, 2017 (File No. 001-34960) filed with the Commission on February 6, 2018 (the “Form 10-K”) and the Company’s Form 10-Q for the Quarter Ended March 31, 2018 (File No. 001-34960) filed with the Commission on April 26, 2018 (the “Form 10-Q”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto.

Form 10-Q for the Quarter Ended March 31, 2018

Notes to the Condensed Consolidated Financial Statements

Note 2. Significant Accounting Policies

Revenue Recognition, page 7

1. Please tell us your consideration of disclosing any obligations for returns, refunds and other similar obligations pursuant to ASC 606-10-50-20(d).

Response:  We did not include the disclosures outlined in Paragraph 606-10-50-20(d) because returns are not a significant element to our revenue arising from our contracts with our customers.    In considering the need for such disclosures, we note that, except for the rental repurchase arrangement described in our

response to Question 2, our vehicles sales, service offerings and GM Financial’s product offerings do not typically include a return option.  However, our contracts for the sale of parts and accessories generally do provide for a right of return ranging up to 15 months.  Although our sales of parts and accessories include a return option, the level of estimated returns are not significant such that the disclosures outlined in paragraph 606-10-50-20(d) are warranted.  For example, returns in GM North America, our largest operating segment, were 0.36% of its Net sales and revenue in 2017.  As such, we did not disclose the methods, inputs and assumptions associated with returns, refunds and other similar obligations in the notes to our financial statements.  Nevertheless, in our future filings we will disclose the following in our Significant Accounting Policies: “When our customers have a right to return eligible parts and accessories, we consider the returns in our estimation of the transaction price.”

2. We note your disclosure that, beginning January 1, 2018, certain transfers to daily rental companies are accounted for as sales and such transactions were previously accounted for as operating leases.  We also note that transfers that occurred prior to January 1, 2018 continue to be accounted for as operating leases.  Please clarify if this accounting treatment is due to the company’s adoption of ASC 606 and/or the prospective modifications of the contract terms of such arrangements beginning in 2018.  Additionally, tell us the facts and circumstances you considered for these transfers to determine they should be recognized as sales in applying the guidance in ASC 606-10-55-66 through 78.  In your response, tell us the amount of sales recognized and the impact to net income for these transactions.  Finally, tell us your considerations to disclose significant judgements made for determining which transactions classify as sales versus leases pursuant to ASC 235.

Response: During the three months ended March 31, 2018 transfers to rental car companies that were accounted for sales resulted in $856 million of revenue and $63 million of net income.  These amounts were included in the table in Note 1 of our Form 10-Q that summarizes the financial statement line items within our condensed consolidated income statement impacted by ASC 606. The Q1 financial impact of transfers to rental car companies is not indicative of our ongoing run rate due to a higher volume of transfers during the three months ended June 30, 2018.

The accounting conclusions related to conditional repurchases from rental car companies was the subject of a preclearance submission with the Office of the Chief Accountant resulting in a confirming letter dated March 3, 2017. As stated in our preclearance submission, certain transfers to rental car companies contain a repurchase agreement that is conditioned upon whether a vehicle delivered to the auction site by the rental car company sells at auction within 90 days.  If a delivered vehicle sells within 90 days, the repurchase agreement is not exercised.  Thus, if we observe a demonstrated pattern that creates the expectation that > 90 percent of vehicles transferred to the rental car companies will sell within 90 days, we deem the repurchase option to be non-substantive and the original transfer is accounted for as a sale. As part of our preclearance submission, we indicated that historically 30 percent of the vehicles did not sell within 90 days.

Subsequently, we modified the business processes used to administer the remarketing of our rental car programs to meet the 90-day threshold.  Upon demonstrating the ability to meet the 90-day threshold throughout 2017, including during the seasonally high return period that occurs during the fourth quarter, we concluded that beginning January 1, 2018 future transfers to rental car companies should be accounted for as sales because the repurchase options are no longer deemed to be substantive.  Since implementing the changes to our administrative procedures approximately 98 percent of the vehicles sell within 90 days.  Because this is well in excess of the recognized 90 percent threshold for sale recognition, we do not believe disclosures beyond stating, as outlined in Note 1 of our Form 10-Q, that the transactions are accounted for as a sale “when ownership of the vehicle is not expected to transfer back to us” are warranted.

Transfers prior to January 1, 2018 were deemed to occur with a substantive repurchase option given our previous history of 30 percent of vehicles failing to sell in 90 days.  Those transfers are accounted for as lease transactions.

Certain contracts with rental car companies that contain different terms than those discussed in the preceding paragraphs continue to be accounted for as operating leases under ASC 606.  In such arrangements, the repurchase agreement provisions are exercised automatically at the time the vehicles are delivered by the

rental car companies to the auction site such that the repurchase option in those transfers is considered substantive.  Thus, under ASC 606, sale accounting is precluded and ASC 606-10-55-72 requires that we account for such transactions as a lease.  In this regard, no judgements are necessary to determine lease accounting is appropriate.  This accounting is also consistent with the conclusions reached during our SEC Discussions, as well as the accounting generally supported by others in the automotive industry with similar transactions.

Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Measures

Core adjusted automotive free cash flow, page 28

3. We note your disclosure of core adjusted automotive free cash flow, which appears to exclude charges or liabilities that required cash settlement given that it excluded the free cash flows of your autonomous vehicle operations.  Please revise your disclosures to ensure that your non-GAAP liquidity measures do not exclude charges or liabilities that required or will require cash settlement.  We refer you to Item 10(e)(1)(ii)(A) of Regulation S-K.

Response:  During the three months ended March 31, 2018 we reported “Core” adjusted automotive free cash flow. The definition of “Core” excluded our autonomous and ride-sharing businesses and was intended to be comparable with our historic Automotive adjusted free cash flow metric.  We intended this non-GAAP metric to provide the reader with a perspective on our free cash flows in a manner consistent with how the business is evolving provided the emergence of our autonomous and other future of mobility businesses.  In this regard, on May 31, 2018 we filed a Form 8-K (File No. 001-34960) announcing the formation of GM Cruise Holdings LLC (“GM Cruise”) and the commitment by a third-party investor to acquire certain equity securities in GM Cruise.  We formed GM Cruise to continue GM’s business of developing and commercially deploying autonomous vehicles in a ride-sharing environment.  On May 31, 2018, we also announced that GM Cruise will become its own standalone segment beginning in the second quarter of 2018. As a separate segment, the cash flows associated with our autonomous vehicle operations will no longer be part of our automotive free cash flows.  Prior periods will be recast to align with the updated presentation which will result in our previously reported “Core” adjusted automotive free cash flow metric for the three-month period ended March 31, 2018 to align with our new segment presentation.

Overview

Vehicle Sales, page 33

4. We note your table on page 33 summarizing total industry retail sales or estimated sales of vehicles and your related competitive position by geographic region.  We also note that you provide a breakout of the number of United States vehicles by cars, trucks and crossovers but have not provided this information for any other region.  Please tell us your consideration to disclose this information for your other geographic regions.  In this regard, we note your disclosure that GMI EBIT-Adjusted was impacted by the increased sale of SUVs in the Middle East.

Response:  We have traditionally included retail sales by vehicle or vehicle type in our MD&A to provide additional insight into profitability, where it is meaningful.  In GMNA, vehicle mix is a greater driver of profitability than other regions because the profitability of trucks in the United Stated (U.S.) is significantly higher than it is in other markets as the U.S. is the primary market for full-size pick-up trucks and full-size SUVs.  As disclosed in our Form 10-K, trucks, crossovers and cars have a variable profit of approximately 180%, 55% and 15% in GMNA, on a weighted-average basis.  Outside of GMNA, vehicle mix is much less of a contributor to overall profitability because other markets and regions outside of GMNA have insignificant full-size truck sales and thus the profitability of trucks is not as divergent as it is in GMNA.  For this reason, we have traditionally disclosed vehicle mix for the U.S. only where it is a significant driver of profitably, but not in other regions where the principal drivers of profitability are industry volume and market share, which are discussed in our regional Overviews.  More detailed disclosure of vehicle mix in geographic regions other than GMNA would not be meaningful to investors.

As it relates to the Middle East, unlike other global markets, trucks sales do include the sale of full-size pick-up trucks and full-size SUVs.  However, in the three months ended March 31, 2018, SUVs sold totaled less than 2% of the total number of vehicles sold in the GMI region (inclusive of the Middle East).  Thus, we don’t believe providing a further breakout of the number of vehicles by cars, trucks and crossovers for the GMI region will be beneficial to the users of our financial statements.

Based on the foregoing, we believe our current presentation of Vehicle Sales in MD&A is consistent with the drivers of profitability for GM and consistent with the manner in which the business is evaluated and operated in each region.

We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filings.  Should you have any questions or need to discuss this letter, please contact me at (313) 667-3434.

Sincerely,

/s/ THOMAS S. TIMKO

Thomas S. Timko

Vice President, Global Business Solutions and Chief Accounting Officer

General Motors Company

June 12, 2018
Thomas S. Timko
Vice President, Global Business Solutions and Chief Accounting Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265
Re:General Motors Company
Form 10-K for the Year Ended December 31, 2017
Form 10-Q for the Quarter Ended March 31, 2018
File No. 001-34960
Dear Mr. Timko:
            We have limited our review of your filing to the financial statements and related
disclosures 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 business days by providing the requested
information or advise 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-Q for the Quarter Ended March 31, 2018
Notes to Condensed Consolidated Financial Statements
Note 2. Significant Accounting Policies
Revenue Recognition, page 7
1.Please tell us your consideration of disclosing any obligations for returns, refunds and
other similar obligations pursuant to ASC 606-10-50-20(d).
2.We note your disclosure that, beginning January 1, 2018, certain transfers to daily rental
companies are accounted for as sales and such transactions were previously accounted for
as operating leases.  We also note that transfers that occurred prior to January 1, 2018
continue to be accounted for as operating leases.  Please clarify if this accounting
treatment is due to the company’s adoption of ASC 606 and/or the prospective
modification of contract terms of such arrangements beginning in 2018.  Additionally, tell

 FirstName LastNameThomas S. Timko
 Comapany NameGeneral Motors Company
 June 12, 2018 Page 2
 FirstName LastName
Thomas S. Timko
General Motors Company
June 12, 2018
Page 2
us the facts and circumstances you considered for these transfers to determine they should
be recognized as sales in applying the guidance in ASC 606-10-55-66 through 78.  In your
response, tell us the amount of sales recognized and the impact to net income for these
transactions.  Finally, tell us your consideration to disclose significant judgments made for
determining which transactions classify as sales versus leases pursuant to ASC 235.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Measures
Core adjusted automotive free cash flow, page 28
3.We note your disclosure of core adjusted automotive free cash flow, which appears to
exclude charges or liabilities that required cash settlement given that it excludes the free
cash flows of your autonomous vehicle operations. Please revise your disclosures to
ensure that your non-GAAP liquidity measures do not exclude charges or liabilities that
required or will require cash settlement. We refer you to Item 10(e)(1)(ii)(A) of
Regulation S-K.
Overview
Vehicle Sales, page 33
4.We note your table on page 33 summarizing total industry retail sales or estimated sales of
vehicles and your related competitive position by geographic region.  We also note that
you provide a breakout of the number of United States vehicles by cars, trucks and
crossovers but have not provided this information for any other region.  Please tell us your
consideration to disclose this information for your other geographic regions. In this
regard, we note your disclosure that GMI EBIT-Adjusted was impacted by the increased
sales of SUVs in the Middle East.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Melissa Gilmore at (202) 551-3777 or Melissa Raminpour at (202) 551-
3379 with any questions.
Division of Corporation Finance
Office of Transportation and Leisure

April 1 9, 2017

Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022

Re: General Motors Company
Preliminary Proxy Statement on Schedule 14A  filed by Greenlight Capital,
Inc., David Einhorn , et al.
Filed April 12, 201 7
File No. 1-34960

Soliciting Material s filed pursuant to Exchange Act Rule 14a -12 filed by
Greenlight Capital, Inc., David Einhorn, et al.
Filed March 28  and April 12, 2017
File No. 1-34960

Dear M r. Weingarten :

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

Please respond to this letter by amending the filing s or by providing the requested
information.  If you do not believe our comments apply to the participants’ facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment  to the filing s and the information you provide in
response to these comment s, we may have  additional comments.   All defined terms used in this
letter have the same meaning as in the preliminary proxy statement  unless otherwise indicated.

Preliminary Pro xy Statement

1. We the references to Excluded Company Nominees.  At such time as the participants
confirm the identity of such individuals, please update the proxy statement and card
accordingly .

2. Refer to  the following statements  (emphasis added):
 “The combined value of the Dividend Shares and the Capital Appreciation Shares
leads to significant price appreciation …. Our plan will deliver upside of 24% to
72%.” (soliciting materials filed March 28, 2017 , page 12)

Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
April 19, 2017
Page 2

  “Our plan will unlock between $13 billion and $38 billion of shareholder value
through appropriate valuation of GM’s dividend and earnings potential.”
(soliciting materials filed March 28, 2017, page 13)
 “Greenlight estimated the Proposal would result in a value of $46.00 to $48.00
per GM share or more, vs. GM’s share price of $30.71 as of September 14,
2016 .” (proxy statement,  page 4)
 “…he [Greenlight president David Einhorn] arrived at an expected $47.00+ value
per current GM share  ($1.52 x 12.5x = $19.00 for the Dividend Shares and $4.48
x 6.3x = $28.22+ for the Capital Appreciation Shares).” (proxy statement, page 8)
 “…Greenlight emphasized the positive elements of the Two Class Common Stock
Proposal. This included substantial value creation, with analysis similar to the
+24% to +72% inc rease in GM’s equity value  shown in Greenlight’s March 28,
2017 public presentation.” ( proxy statement, page 11)

Valuation claims included in proxy materials “ is only appropriate and consonant with
Rule 14a -9 under the Securities Exchange Act of 1934 w hen made in good faith and on a
reasonable basis and where  accompanied by disclosure which facilitates shareholders’
understanding of the basis for and the limitations on the projected realizable values.”
Refer to the text accompanying footnote 2 in Exchange  Act Release No. 16833 (May 23,
1980) .  Please revise the pr oxy statement to provide the appropriate disclosure and
provide us with the basis for all such estimates including any assumptions, qualifications
or limitations.

3. We note that the filing persons  have made statements in their soliciting materials that
appear to directly or indirectly impugn the character, integrity or personal reputation of
the Company’s management and board of directors, all without adequate factual
foundation.  For example, but without limitation, we note the following statements
(emphasis added) :

 “‘GM is ignoring the significant value unlocked by our Plan, and has concocted a
ratings issue by presenting a one ‐sided and flawed analysis  to the rating agencies,’
stated Director nominee Vinit Sethi. ‘It is clear that the rating agencies  relied upon –
and were misled by – the Company .’” (soliciting materials filed April 12, 2017)
 “…Greenlight believes that GM has embarked on a campaign spec ifically designed to
mischaracterize  the Plan and mislead investors and credit rating agencies  about its
merits.” ( soliciting materials filed April 12, 2017 )
 “Normally, advisors, with otherwise leading reputations in the marketplace, would not be
expected to do such a disservice in ‘marketing’  the Proposal to rating agencies, to the
extent they were genuinely trying  to investigate a positive outcome for the Proposal.”
(proxy statement , page 6)

Please do not use these or similar statements in the solicitin g materials without providing
a proper factual foundation for the statements.  In addition, as to matters for which the
filing persons do have a proper factual foundation, please avoid making statements about
those matters that go beyond the scope of what is reasonably supported by the factual

Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
April 19, 2017
Page 3

 foundation.  Please note that characterizing a statement as one’s opinion or belief does
not eliminate the need to provide a proper factual foundation for the statement; there must
be a reasonable basis for each opini on or belief that the filing persons express.  Please
refer to Note (b) to Rule 14a -9.  To the extent the filing persons are unable to provide
adequate support, please file appropriate corrective disclosure and refrain from including
such statements in fut ure soliciting materials.

4. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for such opinion or belief.  Support for any such
opinions or beliefs should be self -evident, discl osed in the soliciting materials or
provided to the staff on a supplemental basis  with a view toward disclosure .  Please
provide support for the following and revise accordingly  (emphasis added) :

 “GM’s investor base has a suboptimal combination  of yield -oriented and value -
focused shareholders with divergent investment objectives.” (soliciting materials
filed March 28, 2017 , page 3)
 “Creating two classes of common stock will unlock GM’s value  by forcing the
market to appropriately value the dividend and give credit for GM’s earnings
potential.” (soliciting materials filed March 28, 2017 , page 7)
 “Mr. Einhorn responded at the meeting by indicating that GM’s advisors’ analysis
took a negative as sumption at every turn  and compounded the assumptions upon
each other with the impact of reaching implausible conclusions .” (proxy
statement , page 6)
 “GM’s advisors presented the Proposal as a highly leveraging event .” (proxy
statement , page 6)
 “Mr. Einhor n communicated that he would like to keep the lines of
communication open between Greenlight and GM even if they have to ‘agree to
disagree’ on the value unlock proposed by Greenlight and the fact that it is a win -
win, without disrupting any of GM’s strate gic and operational goals .” (proxy
statement , page 12)

Proxy Card

5. While we note the Instructions following Proposal 1, please consider supplementing the
instructions to make clear that you are also providing shareholders an opportunity to
write the names  of any other Company nominees with respect to whom they wish to
withhold authority to vote from the proxy holder.  Consider the sample proxy card found
in Section II.I of Exchange Act Release No. 31326 (October 16, 1992).

*     *     *

Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
April 19, 2017
Page 4

 We remind you  that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry  J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

December 14, 2016

Charles K. Stevens III
Executive Vice President and Chief Financial Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265 -3000

Re: General Motors Company
 Form 8-K Dated July 21, 2016
Filed July 21, 2016
File No. 001 -34960

Dear Mr. Stevens :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

		Document

 Thomas S. Timko

Vice President, Controller, & CAO

 General Motors Company

M/C 482-C34-D71

300 Renaissance Center

Detroit, MI  48265

313-667-3434

December 12, 2016

VIA EDGAR AND OVERNIGHT DELIVERY

Lyn Shenk

Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:    General Motors Company

Form 8-K dated July 21, 2016

Filed July 21, 2016

File No. 001-34960

Dear Mr. Shenk:

This letter from General Motors Company (the “Company” or “GM”) is in response to the comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated December 7, 2016, regarding our October 17, 2016 response to the Staff’s comment letter on the Company’s Form 8-K dated July 21, 2016 (File No. 001-34960) filed with the Commission on July 21, 2016 (the “Form 8-K”).

In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response thereto.

Exhibit 1

Supplemental Material, page 1

1.

 We note your response to prior comment four.  Please revise future filings to supplement your presentation of ROIC-adjusted with presentation of ROIC calculated on a non-adjusted basis using GAAP net income.  Refer to 10(e)(1)(i)(A) of Regulation S-K.

In response to the Staff’s comment, the Company will include a presentation of ROIC calculated using GAAP net income in our future filings.

We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filings. Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (313) 667-3434.

Very Truly Yours,

/s/ THOMAS S. TIMKO

Thomas S. Timko

Vice President, Controller and Chief Accounting Officer

December 7, 2016

Charles K. Stevens III
Executive Vice President and Chief Financial Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265 -3000

Re: General Motors Company
 Form 8-K Dated July 21, 2016
Filed July 21, 2016
File No. 001-34960

Dear Mr. Stevens :

We have reviewed  your October 17, 2016 response to our comment letter 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.
Unless we note otherwise, our references to prior comments are to comments in our Septe mber
28, 2016  letter .

Exhibit 1

General Motors Company and Subsidiaries

Supplemental Material, page 1

1. We note your response to prior comment four.  Please revise future filings to supplement
your presentation of ROIC -adjusted with presentati on of ROIC calculated on a non -adjusted
basis using GAAP net income.  Refer to 10(e)(1)(i)(A) of Regulation S -K.

Charles K. Stevens III
General Motors Company
December 7 , 2016
Page 2

 You may contact Amy Geddes at 202 -551-3304  or me at 202-551-3380 with any
questions.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

		Document

 Thomas S. Timko

Vice President, Controller, & CAO

 General Motors Company

M/C 482-C34-D71

300 Renaissance Center

Detroit, MI  48265

313-667-3434

October 17, 2016

VIA EDGAR AND OVERNIGHT DELIVERY

Andrew Mew

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:    General Motors Company

Form 8-K dated July 21, 2016

Filed July 21, 2016

File No. 001-34960

Dear Mr. Mew:

This letter from General Motors Company (the “Company” or “GM”) is in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated September 28, 2016, relating to the Company’s Form 8-K dated July 21, 2016 (File No. 001-34960) filed with the Commission on July 21, 2016 (the “Form 8-K”).

We appreciated the opportunity to discuss the comments raised in your letter with your staff during our conference call on Tuesday, October 4, 2016.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto.

Form 8-K dated July 21, 2016

Exhibit 99.1

1.

 In your next earnings release, please provide a more substantive and concise discussion of how each of your non-GAAP measures is useful to investors.  Please provide us with your proposed changes in your response letter.

The Company will revise its disclosures prospectively to provide more substantive and concise discussion as to why each of our non-GAAP measures is useful to investors.  Set forth below is how the Company will enhance its disclosure in future filings.

Our non-GAAP measures include earnings before interest and taxes adjusted for special items, presented net of noncontrolling interests (EBIT-adjusted), earnings per share (EPS)-diluted-adjusted, return on invested capital-adjusted (ROIC-adjusted) and adjusted automotive free cash flow. GM's calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures.  These non-GAAP measures have not been audited or reviewed by General Motors Company's (GM) independent auditors.

These non-GAAP measures allow management and investors to view operating trends, perform analytical comparisons and benchmark performance between periods and among geographic regions to understand operating performance without regard to items we do not consider a component of our core operating performance. Furthermore, these non-GAAP measures allow investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluate the investment decisions being made by management to improve ROIC-adjusted.  Management uses these measures in its financial, investment and operational decision-making processes, for internal reporting and as part of its forecasting and budgeting processes. Further, our Board of Directors uses these and other measures as key metrics to determine management performance under our performance-based compensation plans.  For these reasons we believe these non-GAAP measures are useful for our investors.

EBIT-adjusted is used by management and can be used by investors to review GM's consolidated operating results because it excludes automotive interest income, automotive interest expense and income taxes as well as certain additional adjustments that are not considered part of our core operations.  Examples of adjustments to EBIT include but are not limited to impairment charges related to goodwill, impairment charges on long-lived assets and other exit costs resulting from strategic shifts in our operations or discrete market and business conditions; costs arising from the ignition switch recall and related legal matters; and certain currency devaluations associated with hyperinflationary economies.  For EBIT-adjusted and our other non-GAAP measures, once we have made an adjustment in the current period for an item, we will also adjust the related non-GAAP measure in any future periods in which there is an impact from the item.

EPS-diluted-adjusted is used by management and can be used by investors to review GM's consolidated diluted earnings per share results on a consistent basis.  EPS-diluted-adjusted is calculated as net income attributable to common stockholders-diluted less certain adjustments noted above for EBIT-adjusted and gains or losses on the extinguishment of debt obligations on an after-tax basis as well as certain income tax adjustments divided by weighted-average common shares outstanding-diluted.  Examples of income tax adjustments include the establishment or reversal of significant deferred tax asset valuation allowances.

ROIC-adjusted is used by management and can be used by investors to review GM’s investment and capital allocation decisions. GM defines ROIC-adjusted as EBIT-adjusted for the trailing four quarters divided by average net assets, which is considered to be the average equity balances adjusted for average automotive debt and interest liabilities, exclusive of capital leases; average automotive net pension & OPEB liabilities; and average automotive net income tax assets during the same period.

Adjusted automotive free cash flow is used by management and can be used by investors to review the liquidity of GM's automotive operations and to measure and monitor our performance against our capital allocation framework and evaluate our automotive liquidity against the substantial cash requirements of our automotive operations.  GM measures adjusted automotive free cash flow as automotive cash flow from operations less capital expenditures adjusted for management actions, primarily related to strengthening its balance sheet, such as prepayments of debt and discretionary contributions to employee benefit plans.

2.

 Please revise your next earnings release to (a) provide at least an equally prominent descriptive characterization of your GAAP measures when describing your non-GAAP measures (e.g., “record EBIT”); and (b) begin your reconciliations with GAAP results rather than non-GAAP results.  See

Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

In response to subpart (a) of the Staff’s comment, the Company acknowledges that the Compliance and Disclosures Interpretation (“CDI”) 102.10 as revised on May 17, 2016, states that it is generally not appropriate to characterize a non-GAAP measure without at least an equally prominent descriptive characterization of the comparable GAAP measure.

The Company carefully considered the CDI when preparing the earnings release and, respectfully, believes that the earnings release includes equally prominent descriptive characterizations for both GAAP and our non-GAAP measures.  The headline of the earnings release contained only GAAP measures, and the highlights began with a characterization of GAAP EPS diluted.  Moreover, the first paragraph of the earnings release contained only GAAP measures, and the first two sentences of the release prominently characterized those measures as “strong”.

With respect to the Staff’s comment, when we use a descriptive characterization to describe the non-GAAP measure (e.g., “record EBIT”) in the highlights of the earnings release we will provide a descriptive characterization (e.g., “strong” or “record”, as appropriate) to describe the GAAP measure highlighted in the headline in future filings.

In prospective earnings releases, we will continue to balance our characterization of GAAP and non-GAAP measures to ensure equal or greater prominence of the GAAP measure.

With respect to subpart (b) of the Staff’s comment, the Company will provide reconciliations that begin with GAAP results rather than non-GAAP results in all future filings.

3.

 Please quantify significant components of “special items” in the narrative discussion of those adjustments.

In response to the Staff’s comment, the Company will quantify the significant components of “special items” in its narrative discussion in future filings.  Set forth below is an example of how the Company will enhance its disclosure of the significant components of “special items” in future disclosures.  Although not addressed in your comment, we also believe it is important to provide disclosure regarding “why” an item is considered a special item.  We have included in our response to this comment this enhanced disclosure.

The following table reconciles segment profit (loss) to Net income attributable to common stockholders (dollars in millions):

 Three Months Ended

 Six Months Ended

 June 30, 2016

 June 30, 2015

 June 30, 2016

 June 30, 2015

Operating segments

GM North America (GMNA)

 $

 3,647

 $

 2,780

 $

 5,943

 $

 4,962

GM Europe (GME)

 137

 (45

 )

 131

 (284

 )

GM International Operations (GMIO)

 169

 349

 548

 720

GM South America (GMSA)

 (121

 )

 (144

 )

 (188

 )

 (358

 )

General Motors Financial Company, Inc. (GM Financial)(a)

 266

 225

 491

 439

Total operating segments(b)

 4,098

 3,165

 6,925

 5,479

Corporate and eliminations

 (151

 )

 (294

 )

 (323

 )

 (526

 )

EBIT-adjusted

 3,947

 2,871

 6,602

 4,953

Special items

Ignition switch recall and related legal matters(c)

 (115

 )

 (75

 )

 (175

 )

 (225

 )

Thailand asset impairment(d)

 —

 (297

 )

 —

 (297

 )

Venezuelan currency devaluation and asset impairment(e)

 —

 (720

 )

 —

 (720

 )

Russia exit(f)

 —

 (17

 )

 —

 (443

 )

Other

 —

 (1

 )

 —

 28

Total special items

 (115

 )

 (1,110

 )

 (175

 )

 (1,657

 )

Automotive interest income

 52

 41

 96

 90

Automotive interest expense

 (147

 )

 (108

 )

 (274

 )

 (218

 )

Income tax expense

 (871

 )

 (577

 )

 (1,430

 )

 (1,106

 )

Net income attributable to common stockholders

 $

 2,866

 $

 1,117

 $

 4,819

 $

 2,062

__________

(a)

 GM Financial amounts represent earnings before income taxes-adjusted.

(b)

 GM's automotive operations' interest income and interest expense are recorded centrally in Corporate.

(c)

 These items were excluded because of the unique events associated with the ignition switch recall. These events included the creation of the ignition switch recall compensation program, as well as various investigations, inquiries, and complaints from various constituents.

(d)

 This item was excluded because of the significant restructuring of our Thailand operations and the strategic actions taken to focus on the production of pick-up trucks and SUVs.

(e)

 These items were excluded because of the devaluation of the Venezuela Bolivar Fuerte (BsF), our inability to transact at the Complementary System of Foreign Currency (SICAD) rate to obtain U.S. Dollars and the market restrictions imposed by the Venezuelan government.

(f)

 These items were excluded because of our decision to exit the Russia market as a result of a strategic shift in our operations.

4.

 Please retitle return on invested capital (ROIC) to make clear that it is calculated on an adjusted basis using EBIT-adjusted rather than net income in your next earnings release.

In response to the Staff’s comment, the Company will retitle return on invested capital (ROIC) to return on invested capital-adjusted (ROIC-adjusted) in future filings to make it clear that it is calculated on an adjusted basis using EBIT-adjusted rather than net income.

We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filings. Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (313) 667-3434.

Very Truly Yours,

/s/ THOMAS S. TIMKO

Thomas S. Timko

Vice President, Controller and Chief Accounting Officer

September 28 , 2016

Charles K. Stevens III
Executive Vice President and Chief Financial Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265 -3000

Re: General Motors Company
 Form 8-K dated July 21, 2016
Filed July 21, 2016
File No. 001-34960

Dear Mr. Stevens :

We have limited our review  of your filing  to those issues w e have addressed in our
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 appl y 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 8 -K dated July 21, 2016

Exhibit 99.1

1. In your next earnings release, please provide a  more  substantive  and concise  discussion of
how each of your non -GAAP me asures is useful to investors. Please provide us with your
proposed changes in your response letter .

2. Please revise your next earnings release to (a ) provide  at least an equally prominent
descriptive characterization of your GAAP measures  when describing your non -GAAP
measures (e.g., “record EBIT ”); and (b) begin your reconciliations with GAAP results rather
than non-GAAP results. See Question 102.10 of the updated Non-GAAP C ompliance and
Disclosure Interpretations  issued on May 17, 2016.

3. Please quantify significant components of “special items” in the narrative discussion of those
adjustments.

Charles K. Stevens III
General Motors Company
September 28 , 2016
Page 2

 4. Please  retitl e return on invested capital (ROIC) to make clear that it is calculated on an
adjusted basis using EBIT -adjusted rather than net income in your next earnings release.

We urge all persons who are responsible for the accuracy and adequacy of 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 company’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 defense in any proce eding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Amy Geddes at 202 -551-3304 or Lyn Shenk at 202 -551-3380 with any
questions related to these comments.   You may also contact me at 202 -551-3377.

Sincerely,

 /s/ Andrew Mew

Andrew Mew
Senior Assistant Chief Accountant
Office of Transportation and Leisure

June 8, 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief

CORRESP
1
filename1.htm

		SEC Comments 05262015 Response

 Thomas S. Timko

Vice President, Controller, & CAO

 General Motors Company

M/C 482-C34-D71

300 Renaissance Center

Detroit, MI  48265

313-667-3434

June 2, 2015

VIA EDGAR AND OVERNIGHT DELIVERY

Melissa Raminpour

Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:    General Motors Company

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

Filed February 4, 2015

File No. 001-34960

Dear Ms. Raminpour:

This letter from General Motors Company (the “Company” or “GM”) is in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated May 26, 2015, relating to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2014 (File No. 001-34960) filed with the Commission on February 4, 2015 (the “Form 10-K”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto.

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 ended 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.

The Company respectfully advises the Staff that the disclosures required under the guidance in Instruction 2 to Item 503(d) of Regulation S-K are included in the following sentence under the table that includes the calculation of the ratio of earnings to fixed charges on Exhibit 12:

“Earnings in the year ended December 31, 2012 were inadequate to cover fixed charges by $28.8 billion and combined fixed charges and preferred stock dividends by $29.7 billion.”

Form 8-K filed April 23, 2015

2.

 We note from 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.

In response to the Staff’s comment, the Company will ensure that its disclosures in future filings present GAAP net income with equal or greater prominence to the non-GAAP measure EBIT-adjusted.

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 note 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.

In response to the Staff’s comment, the Company proposes to revise its disclosures in future filings to reconcile the non-GAAP measure EBIT-adjusted to the most directly comparable GAAP measure net income attributable to stockholders as follows:

The following table summarizes the reconciliation of EBIT-adjusted to its most comparable U.S. GAAP measure, Net income attributable to stockholders (dollars in millions):

 Three Months Ended

 March 31, 2015

 March 31, 2014

Operating segments

GM North America (GMNA)

 $

 2,182

 $

 557

GM Europe (GME)

 (239

 )

 (284

 )

GM International Operations (GMIO)

 371

 252

GM South America (GMSA)

 (214

 )

 (156

 )

General Motors Financial Company, Inc. (GM Financial)(a)

 214

 221

Total operating segments(a)

 2,314

 590

Corporate and eliminations

 (232

 )

 (124

 )

EBIT-adjusted(b)

 2,082

 466

Special items

 (547

 )

 (427

 )

Automotive interest income

 49

 53

Automotive interest expense

 (110

 )

 (103

 )

Income tax benefit (expense)

 (529

 )

 224

Net income attributable to stockholders

 $

 945

 $

 213

__________________

(a)

 GM Financial amounts represent income before income taxes-adjusted.

(b)

 GM's automotive operations' interest income and interest expense are recorded centrally in Corporate.

In connection with the responses to your comments we hereby acknowledge that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its 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 defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filings. Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (313) 667-3434.

Very Truly Yours,

/s/ THOMAS S. TIMKO

Thomas S. Timko

Vice President, Controller and Chief Accounting Officer

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

CORRESP
1
filename1.htm

		Acceleration Letter

 Robert C. Shrosbree

Executive Director Legal,

Corporate & Securities

General Motors Company

Legal Staff

300 GM Renaissance Center

Mail Code- 482-C23-D24

Detroit, Michigan,

48265-300

Tel:  313-665-8452

Fax:  313-665-4979

robert.shrosbree@gm.com

June 16, 2014

VIA EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:  Justin Dobbie

Re:

 General Motors Company

Registration Statement on Form S-4

File No. 333-196192

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), General Motors Company, a Delaware corporation (the “Company”), hereby requests that the effectiveness of its Registration Statement on Form S-4 (File No. 333-196192), as amended (the “Registration Statement”), be accelerated to 9:30 a.m., Eastern time, on June 18, 2014, or as soon thereafter as possible.  The Company hereby acknowledges its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they related to the transactions specified in the Registration Statement.

The Company hereby acknowledges that:

•should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please call either (i) Robert C. Shrosbree, Executive Director Legal, Corporate & Securities of the Company at (313) 665-8452 or (ii) William L. Tolbert, Jr. of Jenner & Block LLP, counsel to the Company, at (740) 633-9500 as soon as the Registration Statement has b declared effective, or if you have any other questions or concerns regarding this matter.

Very truly yours,

GENERAL MOTORS COMPANY

By:  /s/Robert C. Shrosbree

Name: Robert C. Shrosbree

Title: Executive Director Legal, Corporate

& Securities and Assistant Secretary

cc:

 William L. Tolbert, Jr.

Brian R. Boch

Jenner & Block LLP

May 30 , 201 4

Via E -mail
Mary T. Barra
Chief Executive  Officer
General Motors Company
300 Renaissance Center
Detroit, MI 48265

Re: General Motors Company
  Registration Statement on Form S-4
Filed  May  22, 2014
  File No.  333-196192

Dear Ms. Barra :

We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Forward -Looking Statements, page iv

1. The safe harbor for forward -looking statements provided in the Private Securities
Litigation Reform Act of 1995 does not apply to statements made in connection with a
tender offer.  See Section 27A(b)(2)(C) of the Securities Act and Section 21 E(b)(2)(C) of
the Exchange Act.  Therefore, please delete the reference to the safe harbor or state
explicitly that the safe harbor protections it provides do not  apply to statements made in
connection with the offer .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applic able Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mary T. Barra
General Motors Company
May 30 , 2014
Page 2

 Notwithstanding our comments , in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare  the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the comp any from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Ada D. Sarmento at (202) 551-3798 or me at (202) 551-3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: Via E -mail
 Joseph P. Gromacki , Esq.

CORRESP
1
filename1.htm

		GM S-4 Supplemental Letter to SEC

Robert C. Shrosbree
Executive Director Legal,

Corporate & Securities

General Motors Company
Legal Staff
300 GM Renaissance Center
Mail Code- 482-C23-D24
Detroit, Michigan, 48265-3000
Tel:  313-665-8452
Fax:  313-665-4979

robert.shrosbree@gm.com

May 22, 2014

Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:  General Motors Company

Registration Statement on Form S-4 (“Registration Statement”)

Filed on May 22, 2014

 Ladies and Gentlemen:

General Motors Company, a Delaware corporation (the “Company”), is registering the exchange offer (the “Exchange Offer”) contemplated by the above-referenced Registration Statement in reliance on the Staff position enunciated in Exxon Capital Holdings Corporation (May 13, 1988), Morgan Stanley & Co. Incorporated (June 5, 1991), Shearman & Sterling (July 2, 1993) and other letters to similar effect.  The Company represents as follows:

1.

 The Company has not entered into any arrangement or understanding with any person to distribute the new notes (the “New Notes”) to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer will be acquiring the New Notes in the ordinary course of its business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer.

2.

 In this regard, the Company will make each person participating in the Exchange Offer aware (through the prospectus for the Exchange Offer or otherwise) that any securityholder using the Exchange Offer to participate in a distribution of the New Notes to be acquired in the Exchange Offer (i) cannot rely on the Staff position enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated, Shearman & Sterling or similar letters and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction.

3.

 The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K promulgated under the Securities Act.

4.

 With respect to any broker-dealer that holds the subject outstanding notes (the “Old Notes”) acquired for its own account as a result of market-making activities or other trading activities and that is participating in the Exchange Offer, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the New Notes.

5.

 Furthermore, the Company will make each person participating in the Exchange Offer aware that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities and that is participating in the Exchange Offer aware (through the prospectus for the Exchange Offer) that it may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Notes, which may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to such resale transactions.  The Company will also include such statement in the form of an acknowledgement in the letter of transmittal to be executed by an exchange offeree in order to participate in the Exchange Offer.

Please feel free to contact the undersigned at (313) 665-8452 with any questions or comments you may have.

 Very truly yours,

 /s/ Robert C. Shrosbree, Esq.

  Robert C. Shrosbree, Esq.

  Executive Director Legal, Corporate & Securities

  General Motors Company

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

   December 24, 2013

Via E -mail
Daniel F. Akerson
Chairman and Chief Executive Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265 -3000

 Re: General Motors Company
  Form 10 -K for the Fiscal Year Ended December 31, 2012
  Filed February 15, 2013
  File No. 1 -34960

Dear Mr. Akerson :

We refer you to our comment letter dated December 13, 2013, regarding business
contacts with Cuba, Sudan, and Syria.  We have completed our review of this subject matter.
We remind you that our comments or changes to disclosure in response to our comments do not
foreclose the Commission from taking any action with respect to the company or the filing and
the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  We urge all
persons who are responsible for the accuracy and adequacy of the disclosure in the filin g to be
certain that the filing includes the information the Securities Exchange Act of 1934 and all
applicable rules require.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Max Webb
  Assistant Director
 Division of Corporation Finance

CORRESP
1
filename1.htm

		Response to SEC Comments 12202013

 Thomas Timko

General Motors Company

M/C 482-C34-D71

300 Renaissance Center

Detroit, MI  48265

313-667-3434

December 20, 2013

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Office of Global Security Risk

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:

 Cecilia Blye

 Pradip Bhaumik

RE:

 General Motors Company

 Form 10-K for the Fiscal Year Ended December 31, 2012

 Filed February 15, 2013

 File No. 1-34960

Ladies and Gentlemen,

This letter from General Motors Company (the “Company” or “GM”) is in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated December 13, 2013, relating to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2012 (File No. 1-34960) filed with the Commission on February 15, 2013 (the “Form 10-K”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto.

General

1.

 You stated in your letter to us dated September 23, 2010 that two authorized, independent dealers sold your vehicles in Syria, and one of your foreign subsidiaries sold parts to the dealers for vehicle repair in Syria.  We note from your Middle East website that your regional office in Dubai continues to cover your operations in Syria.  You state on page 33 of your Form 10-K that you operate in Africa, a region that includes Sudan.  Lastly, we note from the website of PSA Peugeot Citroën, with which you have a global strategic alliance, that it operates in Cuba.  As you know, Cuba, Sudan, and Syria are designated as state sponsors of terrorism by the State Department and are subject to U.S. economic sanctions and export controls.  Your Form 10-K does not include disclosure regarding contacts with Cuba, Sudan, or Syria.

Please provide us with information regarding your contacts with Cuba, Sudan, and Syria since your referenced letter.  Your response should describe any products, equipment, components, services, or support you have provided into Cuba, Sudan, and Syria, directly or indirectly, since your referenced letter, as well as any agreements, or other contacts you have had with the governments of those countries or entities they control.

The Company respectfully advises the Staff that from September 23, 2010 to the present (the “relevant time”) the Company has had no contacts or business relationships with Cuba, Sudan or Syria, whether through subsidiaries, dealers or other direct or indirect arrangements, except for the minimal contacts identified below and the non-material business relationships with independent vehicle dealers in Syria also described below.  The Company does not believe that any of the matters identified below should be considered doing business or maintaining any material relationships with these countries.  Furthermore, the Company respectfully advises the Staff that the Company has no agreements, commercial arrangements or other contacts with the governments of Cuba, Sudan or Syria, or entities controlled by those governments.

Cuba

As disclosed in our letter dated September 23, 2010 consistent with U.S. law, the Company continues to hold registered trademarks in Cuba as part of a Company program to protect its trademarks globally.

The Company’s joint venture agreement with PSA Peugeot Citroën does not involve any business or contacts with Cuba.

Sudan

As disclosed in our letter dated September 23, 2010 consistent with U.S. law, the Company continues to hold registered trademarks in Sudan as part of a Company program to protect its trademarks globally.

Syria

As disclosed in our letter dated September 23, 2010 consistent with U.S. law, the Company continues to hold registered trademarks in Syria as part of a Company program to protect its trademarks globally.

Neither the Company nor any of its direct or indirect subsidiaries makes retail sales or has any operations, employees or assets in Syria.  To address Syria-related activity, the Company identifies four items:  (A) independent dealerships operating in Syria during portions of the relevant time; (B) GM-global safety recall involving vehicles sold into Syria before August 2011; (C) U.S. Government-authorized transshipment of parts from the UAE to Lebanon; and (D) proceeds from a Trademark agreement with a Saudi entity.

A.

 Independent Dealerships Operating in Syria

During a portion of the relevant time, the Company maintained relationships with two independent dealers in Syria, Intraco Trading (“Intraco”) and Karkour (collectively, the “Dealers”).  The Dealers had been authorized by the Company under sales and service agreements to sell vehicles in Syria produced by foreign subsidiaries of the Company.  In addition, a foreign subsidiary of the Company previously sold service parts to the Dealers for vehicle repair in Syria.  Such sales were not otherwise subject to U.S. jurisdiction and therefore were not subject to the U.S. Commerce Department restrictions on Syria.  The Company had no ownership interest in either of the Dealers.

The Company’s only sale of vehicles to its Syrian dealers during the relevant time was the sale of 247 vehicles to Intraco on September 30, 2010.  This and incidental parts sales, which ceased on August 17, 2011, are a non-material portion of the Company’s global sales.  In addition, the Company does not believe that there is a qualitative basis for finding that its past contacts with Syria are material to the Company or to potential investors.  To illustrate this point, the Company is not aware of any GM investor inquiries regarding Syria.

B.

 Global Safety Recall

In January 2013, the Company requested licenses from the U.S. Department of Commerce Bureau of Industry and Security (“BIS”) and U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”) to authorize the Company to carry out a product safety recall for certain vehicles sold in Syria (prior to August 2011) by GM’s former independent dealers.  The Company has received the requested license from BIS.  The Company has taken no action in Syria regarding product safety recalls during the relevant time.

C.

 U.S. Government Authorized Transshipment through Syria of Parts and Accessories Destined for a Third Country

Pursuant to authorization from OFAC, a subsidiary of the Company contracts with a third party to ship by ground automobile parts and accessories from its parts distribution center in the UAE to independent dealers in Lebanon.  The third party’s route includes transit through Syria.  No parts are delivered in Syria.

D.

 Trademark Agreement with Saudi Entity

Prior to the relevant time, the Company licensed a third party in Saudi Arabia to distribute that company’s passenger automobile batteries with a GM trademark to thirteen countries, including Syria.  The Company seconded one to two sales and marketing personnel to the third party in Saudi Arabia.  After August 17, 2011, the seconded personnel did not participate in any sales or marketing activities for Syria.  The agreement was amended to remove Syria in 2012.    Royalty payments received pursuant to the license related to Syria were de minimis.  Payments received after August 2011 were approximately $253,090.  The company has requested OFAC authorization to reject the funds.

References to Syria on the GM Middle East website are in error and have been removed.

Given the extremely small amount of Company business involving Syria during the relevant time, the Company’s safeguards for regulatory compliance, the absence of Company sales to the Syrian government, and the fact that the Company terminated its business in Syria, the Company’s contacts with Syria are not material to the Company’s operations, financial results or reputation, do not present a material investment risk, and are not reasonably likely to have any material impact on its reputation or market value.

1.

 Please discuss for us the materiality of any contacts with Cuba, Sudan, and Syria you describe in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders.  You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period.  Also address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value.  As you know, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism.  Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Cuba, Sudan or Syria.

As described in the response to Comment 1 above, the Company has no material contacts with Cuba, Sudan or Syria.  The Company’s former relationships with the Dealers in Syria are immaterial and they do not present a material investment risk on either a quantitative or qualitative basis for shareholders or investors.  The Company respectfully directs the Staff to the response to Comment 1 above for additional information.

The Company recognizes that various state and municipal governments, universities, and other investors have proposed or adopted divestment statutes or initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism.  The Company does not believe that non-material, former, discontinued sales by the Company’s foreign subsidiaries into Syria would create an obstacle to investing under such statutes or initiatives.  To the Company’s knowledge, the Company has not been contacted by any person with concerns or inquiries about the Company’s sales into Syria.

In connection with the responses to your comments we hereby acknowledge that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filing;

•

 Staff comments, or changes to the 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 defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filings.  Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (313) 667-3434.

Very Truly Yours,

/s/ Thomas S. Timko

Vice President, Controller and Chief Accounting Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

December 13, 2013

Via E -mail
Daniel F. Akerson
Chairman and Chief Executive Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265 -3000

 Re: General Motors Company
  Form 10 -K for the Fiscal Year Ended December 31, 2012
  Filed February 15, 2013
  File No. 1 -34960

Dear Mr. Akerson :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we m ay
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts an d circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General
1. You stated in your letter to us dated September 23, 2010 that two authorized, inde pendent
dealers sold your vehicles in Syria, and one of your foreign subsidiaries sold parts to the
dealers for vehicle repair in Syria.  We note from your Middle East website that your
regional office in Dubai continues to cover your operations in Syria.  You state on pa ge
33 of your Form 10 -K that you operate in Africa, a region that includes Sudan.  Lastly,
we note from the website of PSA Peugeot Citröen , with which you have a global strategic
alliance, that it operates in Cuba.  As you know, Cuba, Sudan, and Syria are designated as
state sponsors of terrorism by the State Department and are subject to U.S. economic
sanctions and export controls.   Your Form 10 -K does not include disclosure regarding
contacts with Cuba, Sudan, or Syria.

Daniel F. Akerson
General Motors Company
December 13 , 2013
Page 2

 Please provide us with information regarding your contacts with Cuba, Sudan, and Syria
since your referenced letter.   Your response should describe any products, equipment,
components, services , or support you have provided into Cuba, Sudan, and Syria, directly
or indirectly, since your ref erenced letter, as well as any agreements, arrangements, or
other contacts you have had with the governments of those countries or entities they
control.
2. Please discuss for us the materiality of any contacts with Cuba, Sudan, and Syria you
describe in re sponse to the foregoing comment, and whether those contacts constitute a
material investment risk for your security holders.   You should address materiality in
quantitative terms, including the approximate dollar amounts of any associated revenues,
assets,  and liabilities for the last three fiscal years and the subsequent interim period.   Also,
address materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.   As you know, various state and
municipal governments, universities, and other investors have proposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.   Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Cuba, Sudan, or Syria.

We urge all persons who are responsible  for the accuracy and adequacy of 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 t he company and its management are
in possession of all facts relating to the company’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 for eclose
the Commission from taking any action with respect to the filing; and

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

Daniel F. Akerson
General Motors Company
December 13 , 2013
Page 3

 Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Max Webb
  Assistant Director
 Division of Corporation Finance

May 2, 2011
  Nick S. Cyprus Vice President, Controller and Chief Accounting Officer
General Motors Company 300 Renaissance Center Detroit, MI 48265-3000
Re: General Motors Company
 Form 10-K for the Year Ended December 31, 2010
Filed March 1, 2011 File No. 001-34960

Dear Mr. Cyprus:
We have completed our review of your fili ngs and do not have any further comments at
this time.

Sincerely,

David R. Humphrey
Branch Chief

CORRESP
1
filename1.htm

SEC Correspondence

 April 19, 2011

VIA EDGAR SUBMISSION

 David R.
Humphrey

 Branch Chief

 Securities
and Exchange Commission

 Division of Corporation Finance

 Mail Stop

 100 F Street, NE

 Washington, DC 20549-3561

Re:
General Motors Company

Form 10-K for the fiscal year ended December 31, 2010

 Filed March 1, 2011

 File No. 001-34960

Dear Mr. Humphrey:

 General Motors
Company (General Motors or the Company) respectfully submits the following responses to the comment letter dated April 7, 2011 that we received from the Staff of the United States Securities and Exchange Commission (the Staff) regarding our
Annual Report on Form 10-K for the year ended December 31, 2010 (the Form 10-K).

 Our responses below correspond to the captions and
numbers of the Staff’s comments (which are reproduced below in bold).

 For your convenience, we are providing you with the relevant new
disclosures highlighted for your ease of review. We respectfully submit to the Staff for its consideration that the proposed disclosures be provided in our future filings.

 Comment:

 Form 10-K for the Year Ended December 31, 2010

Raw Materials, Services and Supplies, page 12

1.
We note that “in some instances, [you] purchase systems, components, parts and supplies from a single source and may be at increased risk for supply
disruptions.” In future filings, please include a chart identifying the items or categories of items and the single source supplier for each or tell us why this disclosure would not be material to investors.

 David R. Humphrey

 April 19, 2011

  Page
 2

 Response:

 The Company notes the Staff’s comment and in future filings will provide additional disclosure with respect to single source suppliers to the extent material. The Company respectfully advises the
Staff that the Company has very few parts, components or systems provided by single source suppliers, for which a disruption in supply would adversely affect the Company’s overall production schedule. The Company respectfully submits to the
Staff that it does not believe identifying those particular parts, components or systems would provide useful information to investors, but will identify instances of the use of key single source suppliers, which would have a material adverse affect
on our business if their supply chain was disrupted in our 2011 Form 10-K, if we have any at that time.

 However, as part of
the sourcing process, our automotive component procurement operations develop a detailed and comprehensive sourcing strategy for each individual part which includes an evaluation of the risk profile of each sourcing decision. For individual parts
where the risk is the greatest, we will pursue multiple-tooling, multiple-location, multiple-supplier, and/or other strategies to mitigate our risk of supply disruptions.

 Additionally, in the majority of cases, we have the contractual right and technical capability to move our parts to alternate suppliers to minimize supply disruptions. In cases where the Company owns the
tooling at a specific supplier, it can move production to other locations or suppliers relatively quickly. The Company’s global supply base gives it significant flexibility to avoid and manage supply disruptions. In addition, we propose to
include the following risk factor discussing risks associated with purchasing systems, components, parts and supplies from a single source and the possibility of an increased risk for supply disruptions to our Quarterly Report on Form 10-Q for the
three months ended March 31, 2011 and will include similar risk factor disclosure in future filings that contain risk factors:

 Our automotive manufacturing operations are dependent upon the continued ability of our suppliers to provide us with
systems, components, and parts and any disruption in our suppliers’ operations could disrupt our production schedule and materially adversely affect our business.

 Our automotive manufacturing
operations are dependent upon the continued ability of our suppliers to deliver the systems, components, and parts we need to manufacture our products. Our use of “just-in-time” manufacturing processes results in our having minimal
inventories of the systems, components, and parts we need to conduct our automotive manufacturing operations. As a result, our ability to maintain production is dependent upon the continued ability of our suppliers to deliver sufficient quantities
of systems, components, and parts at such times as allow us to meet our production schedules. A disruption in any of our suppliers’ operations, even if for a relatively short period of time, could cause us to alter our production schedules or
suspend production entirely. For example, in March 2011 we suspended production at our Shreveport, Louisiana assembly facility due to a parts shortage resulting from the earthquake off the coast of Japan. In some instances, we purchase systems,
components, parts and supplies from a single source and may be at an increased risk for supply disruptions. Where we experience supply disruptions, we may not be able to develop alternate sourcing quickly. Any disruption of our production schedule
caused by an unexpected shortage of systems, components, or parts could adversely affect our financial results.

 David R. Humphrey

 April 19, 2011

  Page
 3

 Comment:

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 50

 Reduce breakeven
levels through improved revenue realization and a competitive cost structure, page 53

2.
We note you disclose that GMNA would have achieved breakeven at a wholesale volume of approximately 2.3 million vehicles, consistent with an annual U.S.
industry sales volume of approximately 9.5 to 10.0 million vehicles. Please provide us with substantiation for this disclosure. Your response should address the factors and/or trends that caused the breakeven U.S. industry volume to change from
10.5 to 11.0 million vehicles, as disclosed in your recent Form S-l, to 9.5 to 10.0 million vehicles as disclosed here. If this change was the result of known trends, please revise your disclosure to include a discussion of such trends.

 Response:

 As noted in the Form S-1, the breakeven calculation was based on our market share, earnings before interest and taxes (EBIT), etc. for the three months ended September 30, 2010. Using the data from
these three months, the Company performed an extrapolation to determine an implied annual U.S. industry sales of approximately 10.5 to 11.0 million vehicles. This method was used because the Company had not experienced a normal twelve month
period that fully reflected the improved cost structure and the normal seasonal variations that occur over that time period. The 2010 calendar year reflected a twelve month period under the new cost structure and the Company believes that the
difference in breakeven volume is due to normalization rather than any underlying trend. In the Form 10-K, the Company based the disclosure on actual results from the twelve months ended December 31, 2010 as follows:

 GMNA EBIT

$
 5.7

billion

 2010 GMNA wholesale volume

2,917,000

vehicles

 Reduction in GMNA volume that reduces
EBIT to $0 (a)

(667,000)

vehicles

 2010 GMNA breakeven volume
Less: Canada & Mexico volume

2,250,000
(426,000)

vehicles
vehicles

 2010 U.S. breakeven volume

1,824,000

vehicles

 2010 U.S. Industry Volume

11.8

million vehicles

 2010 U.S. Industry Volume that would reduce
EBIT to $0 (b)

9.7

million vehicles

 David R. Humphrey

 April 19, 2011

  Page
 4

(a)
Utilizing GMNA variable profit per vehicle of approximately $8,500.

(b)
Utilizing U.S. breakeven volume and U.S. market share of 18.8%.

 Comment:

3.
Based on GMNA’s market share of 18.2% for the year ended December 31, 2010, it is unclear how a wholesale volume of approximately 2.3 million vehicles
would be consistent with an annual U.S. industry sales volume of approximately 9.5 to 10.0 million vehicles. Please explain.

 Response:

 GMNA’s market share of 18.2% and wholesale volume of
2.3 million units include the U.S., Canada and Mexico. The breakeven sensitivity in the Form 10-K was calculated in terms of U.S. industry volume and utilized actual 2010 U.S. market share of 18.8%. The U.S. portion of the 2.3 million
wholesale volume is 1.8 million vehicles. The 1.8 million vehicles is consistent with 18.8% of industry sales volume of approximately 9.5 to 10.0 million vehicles.

 Automotive Cost Of Sales

 Comment:

4.
We note your discussion of components of cost of sales on page 68. This discussion does not appear to indicate the relative significance of each component. In order
to provide greater insight into the current composition and potential variability of cost of sales, please consider including a table quantifying the material components of cost of sales, and changes therein, with corresponding discussion. In the
alternative, please revise your disclosure on page 68 to indicate the relative significance of each component.

 Response:

 As previously discussed with the Staff, and communicated in the response to the comment letter dated October 1,
2010, the Company believes that when comparable periods are presented, a period over period analysis of Automotive cost of sales would provide additional information to help potential investors view the Company’s business through the eyes of
management. The Company provided such information in the first comparable reporting period subsequent to the 363 Sale, which was the three months ended September 30, 2010 and proposes to continue to provide such disclosure in future filings
containing comparable periods that can be analyzed in a similar manner in Management’s Discussion and Analysis, commencing with the Quarterly Report on Form 10-Q for the three months ended March 31, 2011.

The Company respectfully advises the Staff that when management analyzes Automotive cost of sales, the primary focus is the effect of
changes in vehicle volume and mix on

 David R. Humphrey

 April 19, 2011

  Page
 5

Automotive cost of sales as well as other factors such as pension curtailments, restructuring actions, and the effect of changes in foreign currency exchange rates. Refer to the Company’s
Quarterly Report on Form 10-Q for the nine months ended September 30, 2010 (see page 103 thereof) for a comparative analysis of Automotive cost of sales which discloses the effect of both changes in volume and mix, as well as other factors,
such as changes in restructuring charges and the effects of changes in foreign currency exchange rates.

 The Company continues
to believe that an expansion of the disclosures within Management’s Discussion and Analysis in a manner inconsistent with the way in which management views the business would not provide additional meaningful disclosures to potential investors.
Specifically, the Company believes that investors should focus on the Company’s business through the eyes of management. The Company continues to believe that the current disclosures achieve that goal.

Liquidity and Capital Resources

Automotive

 Available Liquidity, page
98

 Comment:

5.
We note from your disclosure in Note 23 that you have material assets that you consider permanently reinvested overseas. In this regard, it appears there may be
amounts recorded in your financial statements, and included in your discussion of liquidity, for which there are material tax-driven restrictions on the free flow of funds from foreign subsidiaries. If so, please add a discussion of such assets.
This discussion should include the potential charges that may be incurred if such amounts were repatriated.

 Response:

 The Company respectfully advises the Staff that $4.7 billion of the $6.9 billion of permanently reinvested amounts is not
recorded as liquid assets on the balance sheet as of December 31, 2010, as it is derived from the Company’s investments in non-consolidated joint ventures which were adjusted to their fair value as a result of fresh-start reporting. As
such, the cash, marketable securities and lines of credit of these joint ventures are not included in the Company’s total reported liquidity.

 The remaining $2.2 billion is primarily composed of earnings subject to excessive additional taxes on distributions, such as earnings generated in Mexico. Although this liquidity is permanently
reinvested, the Company has taken and will continue to take steps to utilize this liquidity globally, as needed, on a less than permanent basis via inter-company loans and other cash pooling initiatives. The Company continues to believe that these
amounts are appropriately included in total available liquidity. Because these earnings are effectively available for use by the Company, we do not believe disclosure of the potential charges that would be incurred if such amounts were repatriated
is meaningful to our liquidity discussion.

 David R. Humphrey

 April 19, 2011

  Page
 6

 In response to the Staff’s comment, the Company proposes to revise disclosures in
future filings which contain a discussion of Liquidity and Capital Resources by adding the following:

 A portion of our total liquidity includes amounts deemed permanently reinvested in our foreign subsidiaries. Such amounts are available for global operations through methods such
as inter-company loans.

 Credit Facilities, page 104

Comment:

6.
In light of your new $5 billion Secured revolving credit facility, please revise the second sentence of this section as it appears your credit facilities are no
longer typically held at the subsidiary level, nor are they geographically dispersed across all regions.

 Response:

 In response to the Staff’s comment, the Company proposes to revise disclosures in future filings which contain a
discussion of Liquidity and Capital Resources:

 Replace

These credit facilities are typically held at the subsidiary level and are geographically dispersed across all regions.

With

Our primary borrowing capacity under these credit
facilities comes from our $5 billion secured revolving credit facility. The balance of our credit facilities is geographically dispersed across all regions.

Consolidated Financial Statements

Note 5. Acquisition and Disposal of Business, page 185

 Note 28. Interest Income and Other Non-Operating, net, page 283

 Comment:

7.
We note that, in the fourth quarter of 2010, you recorded amounts related to the Nexteer and GM Strasbourg transactions within Other non-operating income. Please
tell us why you believe that classification of these items as non-operating is appropriate.

 David R. Humphrey

 April 19, 2011

  Page
 7

 Response:

 The Company respectfully advises the Staff that the gain on the sale of Nexteer of $60 million and the gain on the acquisition of GM Strasbourg of $66 million relate to a gain on the disposal of a
business and a bargain purchase gain associated with the acquisition of a business, respectively. Paragraph 86 of Statement of Financial Accounting Concepts No. 6, “Elements of Financial Statements,” indicates that “Gains and
losses may also be described or classified as “operating” or “nonoperating,” depending on their relation to an entity’s major ongoing or central operations.” As such, gains and losses may be classified as operating or
nonoperating depending on their relation to an entity’s major ongoing or central operations. The Company does not consider gains resulting from the disposition of a business or a bargain purchase gain to represent ongoing activities central to
the Company’s operations. Furthermore, given the unique nature of a bargain purchase gain, the Company does not believe recording the bargain purchase gain as operating income to be representationally faithful. As such, the Company classified
these amounts within Other non-operating income.

 The Company is aware that diversity in practice exists with regard to the
class

April 7, 2011
 Nick S. Cyprus Vice President, Controller and Chief Accounting Officer
General Motors Company 300 Renaissance Center Detroit, MI 48265-3000
Re: General Motors Company
 Form 10-K for the Year Ended December 31, 2010
Filed March 1, 2011 File No. 001-34960

Dear Mr. Cyprus:
 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for the Year Ended December 31, 2010

 Raw Materials, Services and Supplies, page 12

 1. We note that “in some instances, [you] purch ase systems, components, parts and supplies
from a single source and may be at increased risk  for supply disruptions.”  In future filings,
please include a chart identifying the items or  categories of items and the single source
supplier for each or tell us why this disclosu re would not be material to investors.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Overview, page 50

 Reduce breakeven levels through improved revenue realization and a competitive cost structure,

page 53

Mr. Nick S. Cyprus General Motors Company April 7, 2011 Page 2

2. We note you disclose that GNMA would have ach ieved breakeven at a wholesale volume of
approximately 2.3 million vehicles, consistent wi th an annual U.S. industry sales volume of
approximately 9.5 to 10.0 million vehicles.  Plea se provide us with substantiation for this
disclosure.  Your response shoul d address the factors and/or tre nds that caused the breakeven
U.S. industry volume to change from 10.5 to  11.0 million vehicles, as disclosed in your
recent Form S-1, to 9.5 to 10.0 million vehicles as  disclosed here.  If this change was the
result of known trends, please revi se your disclosure to include a discussion of such trends.
 3. Based on GMNA’s market share of 18.2% fo r the year ended December 31, 2010, it is
unclear how a wholesale volume of approximate ly 2.3 million vehicles would be consistent
with an annual U.S. industry sales volume of approximately 9.5 to 10.0 million vehicles.
Please explain.
 Automotive Cost Of Sales, page 72

4. We note your discussion of compone nts of cost of sales on page 68.  This discussion does not
appear to indicate the relative  significance of each component. In order to provide greater
insight into the current composition and potential variability of cost of sales, please consider
including a table quantifying the material compon ents of cost of sale s, and changes therein,
with corresponding discussion.  In  the alternative, please revise  your disclosure on page 68 to
indicate the relative signif icance of each component.

Liquidity and Capital Resources
 Automotive

 Available Liquidity, page 98

5. We note from your disclosure in Note 23 that you have material assets that you consider
permanently reinvested overseas.  In this rega rd, it appears there may be amounts recorded in
your financial statements, and included in your  discussion of liquidity, for which there are
material tax-driven restrictions  on the free flow of funds from foreign subsidiaries.  If so,
please add a discussion of such assets.  This discussion should include the potential charges
that may be incurred if such amounts were repatriated.
 Credit Facilities, page 104

6. In light of your new $5 billion Secured revolv ing credit facility, pl ease revise the second
sentence of this section as it appears your cred it facilities are no longer typically held at the
subsidiary level, nor are they geogr aphically dispersed across all regions.

Mr. Nick S. Cyprus General Motors Company April 7, 2011 Page 3

Note 5. Acquisition and Dispos al of Business, page 185

 Note 28. Interest Income and Ot her Non-Operating, net, page 283

 7. We note that, in the fourth quarter of 2010, you recorded amounts related to the Nexteer and
GM Strasbourg transactions within Other non-operating income.  Please tell us why you
believe that classification of these it ems as non-operating is appropriate.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Nolan McWilliams at 202- 551-3217 if you have questions regarding
comments on legal matters.  Please contact Amy Geddes at 202-551-3304 or me 202-551-3211 if
you have questions regarding comments on the fina ncial statements, related matters, or any other
questions.
Sincerely,

David R. Humphrey Branch Chief

CORRESP
1
filename1.htm

Acceleration Request

 November 15, 2010

 VIA EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street
N.E.

 Washington, D.C. 20549

Attention:
Max A. Webb

Justin T. Dobbie

J. Nolan McWilliams

Juan Migone

David R. Humphrey

Re:
General Motors Company

Registration Statement on Form S-1

File No. 333-168919

 Ladies and
Gentlemen:

 General Motors Company, a Delaware corporation (the Company), hereby requests that the effectiveness of the
above-referenced Registration Statement, as amended, be accelerated to 12:00 p.m. Eastern Time on November 17, 2010, or as soon thereafter as practicable. The Company hereby acknowledges its responsibilities under the Securities Act of 1933 and
the Securities Exchange Act of 1934 as they relate to the proposed public offerings of the securities specified in the above-referenced Registration Statement.

 The Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the Commission) or the staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Please contact William L. Tolbert, Jr. of
Jenner & Block LLP, counsel to the Company, at (740) 633-9500 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

[Signature page follows]

 Sincerely,

GENERAL MOTORS COMPANY

By:

/s/ Anne T. Larin

Anne T. Larin

Secretary

cc:
Nick S. Cyprus

Vice President, Controller and Chief Accounting Officer

General Motors Company

Robert C. Shrosbree, Esq.

General Motors Company

Joseph P. Gromacki, Esq.

Brian R. Boch, Esq.

Jenner & Block LLP

Richard A. Drucker, Esq.

Sarah E. Beshar, Esq.

Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

Acceleration Request

 Morgan Stanley & Co.
Incorporated

 1585 Broadway

 New
York, New York 10036

 J.P. Morgan Securities LLC

 383 Madison Avenue

 New York, NY 10179

November 15, 2010

Re:
General Motors Company

Registration Statement on Form S-1

Registration File No. 333-168919

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as
representatives of the several Underwriters, wish to advise you that approximately 10,990 copies of the Preliminary Prospectus dated November 10, 2010 relating to the common stock offering and 10,086 copies of the Preliminary Prospectus dated
November 10, 2010 relating to the Series B Mandatory Convertible Junior Preferred Stock offering of General Motors Company were distributed during the period November 10, 2010 through 12:00 p.m., Eastern time, November 15, 2010 to
prospective underwriters, institutions, dealers and others.

 We have been informed by the participating underwriters that they
will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

 In accordance with
Rule 461 of the Act, we hereby join in the request of General Motors Company for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 12:00 p.m. Eastern time on November 17, 2010, or
as soon thereafter as practicable.

Very truly yours,

MORGAN STANLEY & CO. INCORPORATED

J.P. MORGAN SECURITIES LLC

Acting severally on behalf of themselves and the     several Underwriters

By:

Morgan Stanley & Co. Incorporated

By:

/s/ Kenneth G. Pott

Name: Kenneth G. Pott

Title:   Managing Director

By:

J.P. Morgan Securities LLC

By:

/s/ Bill Contente

Name: Bill Contente

Title:   Managing Director

November 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. 4 to the Registration Statement on Form S-1  Filed October 29, 2010
  File No. 333-168919

Dear Mr. Cyprus:

We have reviewed your amended filing and have the following additional comments.
Please note that page references refer to the ma rked version of your filing provided by counsel.
 Management’s Discussion and Analysis, page 42

 Net Liquid Assets (Debt), page 125

1. We note the recently announced capital struct ure actions described on pages 7 and 8.
Please tell us what consideration you gave to reflecting the pro forma effects of these
actions on the amounts shown in the table at the bottom of page 125.  This comment also
applies to the table, which summari zes your global liquidity, on page 114.
 Contractual Obligations and Other Long-Term Liabilities, page 131

2. In the first paragraph on page 132, you indica te that you have adjusted the table of
contractual obligations for certain recently a nnounced capital structure actions.  Please
clarify how you adjusted amounts set forth in this table.  Based on your disclosure in
footnote (g) to the table, which states that  amounts in the table exclude the purchase of
the Series A Preferred Stock held by the UST for a price equal to 102% of their $2.1
billion aggregate liquidation amount and the voluntary cash contribution to your hourly
and salaried pension plans of $4.0 billion, it appears you made no adjustments to amounts
set forth in this table.

 Nick S. Cyprus
 General Motors Company   November 1, 2010   Page 2
Exhibit Index

3. We note you have removed former Exhibits 10.3 (Amended and Restated Secured Note
Agreement) and 10.4 (Assignment and Assumption Agreement and Third Amendment to Amended and Restated Secured Note Agreement)  from the exhibit index.  Please tell us
why you believe it is appropriate  to remove these exhibits fr om the index or include them
with your next amendment.  Refer to It em 601(b)(10)(i) of Regulation S-K.

You may contact Juan Migone  at (202) 551-3312, or Davi d R. Humphrey, Accounting
Branch Chief, at (202) 551-3211, if you have que stions regarding comments on the financial
statements and related matters.  Please contact J. Nolan McWilliams at (202) 551-3217, Justin T.
Dobbie, Special Counsel, at (202) 551-3469, or me at (202) 551-3750 with any other questions.

Sincerely,

Max A. Webb
        A s s i s t a n t  D i r e c t o r     cc: Via facsimile (202) 661-4986
 William L. Tolbert, Jr., Esq.
 Jenner & Block LLP

October 28, 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. 3 to the Registration Statement on Form S -1
Filed October 25, 2010
  File No. 333 -168919
 Dear Mr. Cyprus :

We have reviewed your response to our letter dated October 20, 2010 and have the
following additional comments.  Please note that page references refer to the marked version of your filing provided by counsel.

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
1. In your response to prior comments 23 and 24, you stated your intention to include
disclosures in a future amendment showing the pro forma effects of the agreement to purchase the $2.1 billion face amount of Series A Preferred Stock held by the UST.  In this regard, please tell us whether or not such disclosures will be included in order to comply with Article 11 of Regulation S -X.  Also, tell us what consideration you gave to
disclosin g the pro forma effects of any other events or transactions that are probable, or
have occurred during the most recent fiscal year (and not reflected in your audited financial statements for the full fiscal year) or subsequent interim period, and for which disclosing pro forma information would be material to investors.  See Rule 11- 01(a) of
Regulation S -X.

 Nick S. Cyprus
 General Motors Company
 October 28, 2010
 Page 2

 Exhibit 5.1
2. Refer to opinion (3).  The assumption that a sufficient number of shares of common stock
will be available at the time of issuance is inap propriate.  Please have counsel revise
accordingly.

3. Refer to the third sentence of the last paragraph  on page 2.  The legality opinion should
speak as of the date of effectiveness.  Please have counsel revise accordingly or confirm
that you will refile the opinion on the date of effectiveness.   You may contact Juan Migone at (202) 551- 3312, or David R. Humphrey, A ccounting
Branch Chief, at (202) 551- 3211, if you have questions regarding comments on the financial
statements and related matters.  Please contact J. Nolan M cWilliams at (202) 551 -3217, Justin T.
Dobbie, Special Counsel, at (202) 551- 3469, or me at (202)  551-3750 with any other questions.

Sincerely,

Max A. Webb
        Assistant Director

cc: Via facsimile  (202) 661- 4986
 William L. Tolbert, Jr., Esq.
 Jenner & Block LLP

October 20, 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. 2 to the Registration Statement on Form S-1  Filed October 14, 2010
  File No. 333-168919

Dear Mr. Cyprus:

We have reviewed your response to our letter dated October 1, 2010 and have the
following additional comments.  Please note that page  references refer to the marked version of
your filing provided by counsel.   Management’s Discussion and Analysis, page 40

 Segment Results of Operations, page 86

1. We note your response to prior comment 29. In this regard, please add an introductory
paragraph to discuss management’s conc lusions regarding segment reporting.  In
particular, discuss why management believes segment information is best reported on a
geographic basis rather than another basis,  such as by brands, platforms or product
offerings (small, medium, and large cars and tr ucks).  Also, disclose the reasons why you
believe there are no reporting units in GMNA or GME below the operating segment
level.  This comment also applies to Note  33 to your audited financial statements.
 GM North America, page 86

2. We note your disclosure on page 44 that the br eakeven point is a critical metric that
provides an indication of GMNA’s cost stru cture and operating leverage.  Accordingly,
please add the supporting calculation of GMNA’ s breakeven point in your filing.  Include
disclosure of the underlying assumptions, such  as market share and variable profit per
vehicle.  Also, because of the critical nature  of this metric, add a sensitivity analysis
similar to that provided in your response to  prior comment 19, in which you indicate that,
if there was a shift in demand such that  your truck market share deteriorated 10
percentage points and your car market sh are increased by 10 percentage points, GMNA’s

 Nick S. Cyprus
 General Motors Company   October 20, 2010   Page 2
breakeven point would increase from a U.S.  industry volume of 10.7 million units to 11.0
million units.  Include disclosure of the assumptions underlying this sensitivity analysis, including the variable pr ofit per truck and the va riable prof it per car.
 Liquidity and Capital Resources, page 108

 Credit Facilities, page 111

3. In the second paragraph of th is section, you state that your la rgest credit facility is GM
Daewoo’s $1.1 billion revolving credit facility.  However, in the fourth paragraph, you
indicate the same credit facili ty was fully utilized with $1.2 billion outstanding.  Please
clarify your disclosures in this  regard.  We suggest you use ta bles to present comparative
information with respect to the cr edit facilities of GM and Old GM.

4. We note that your discussion of credit facil ities does not include the UST Loans and the
Canadian Loan.  At December 31, 2009, thes e loans were larger than GM Daewoo’s
revolving credit facility.  As such, please cr eate an additional sect ion within Liquidity
and Capital Resources to discuss the UST Lo ans and the Canadian Loan.  We suggest
you summarize these loans, along with the DIP F acility, in a manner consistent with the
table on page F-14, for (i) the period D ecember 31, 2008 through July 9, 2009, (ii) the
period July 10, 2009 through December 31, 2009, and (iii) the period January 1, 2010
through June 30, 2010.  In this regard, please en sure that you show the effect of the 363
Sale on amounts owed to the UST and the EDC.

5. We note your disclosure in the first para graph on page F-69 re garding the vitality
commitment.  We also note that, as discusse d in your response to  prior comments 23 and
24, the vitality commitment will terminate ear lier than December 31, 2014 if before that
date, the UST receives total proceeds from debt repayments, dividends, interest, preferred stock redemptions and common st ock sales equal to the total dollar amount of all UST
invested capital.  In this regard, it is unclear  whether or not the additional notes issued to
the UST are included in the total dollar amount  of all UST invested capital since, as
discussed in footnote (a) to the table on page  F-14, Old GM did not receive any proceeds
from the issuance of these promissory notes, which were issued as additional
compensation to the UST.  Therefore, for cl arity, please disclose the total dollar amount
of all UST invested capital.  We suggest you add this disclosure, along with a description
of the vitality commitment, to the section a dded to Liquidity and Capital Resources to
discuss the UST Loans and the Canadian Loan.
 Underwriting, page 243

 Directed Share Program, page 245

6. We note that the underwriters ha ve reserved up to five per cent of the common shares for
sale directly to your directors, certain employees and retirees, and other designated
individuals residing in the U. S. and Canada.  Please provide us with any materials,

 Nick S. Cyprus
 General Motors Company   October 20, 2010   Page 3
including screen shots from the program we bsite, given to potential purchasers of the
reserved shares.  Please also disclose whet her shares purchased in the directed share
program will be subject to lock-up agreements.  If so, please briefly describe the lock-up agreements.
 Audited Consolidated Financial Statements

 Notes to Consolidated Financial Statements

 Note 18.  Short-Term and Long-Term Debt, page F-66

7. We note your disclosure on page 112 that you r largest credit faci lity at December 31,
2009, as well as June 30, 2010, is GM Daewoo’ s revolving credit facility.  As such,
please disclose amounts related to GM Daewoo’ s revolving credit facility as a separate
line item in the tables summarizing your debt  in Note 18 to your audited financial
statements.  This comment also applies to th e table summarizing your debt in Note 13 to
your interim financial statements.

8. In the first paragraph on page F-69, you refe r to the volume of manufacturing conducted
in the U.S. contemplated in your business pl an provided to the UST in July 2009.  Since
you set forth the specific volume amounts in  Exhibit 10.41, and disclose them on pages
22 and 170, please revise the disclosure in Note  18 to your audited financial statements to
include the projected manufacturing levels for each year through 2014.
 Note 33. Segment Reporting, page F-161

9. In your response to prior comment 29, you note th at not all vehicles within a segment are
individually profitable on a fu lly allocated cost basis, but that you nevertheless need those
vehicles in your product mix in order to at tract customers to dealer showrooms and to
maintain sales volumes for other, more profit able vehicles.   You also note that you must
maintain a mix of product offerings across your fleet of vehicles to support your overall
operations and segment profitability and to  meet regulatory requirements such as
Corporate Average Fuel Economy regulations.  Please include these di sclosures in your
financial statements and/or  MD&A, as appropriate.

 Nick S. Cyprus
 General Motors Company   October 20, 2010   Page 4
Unaudited Condensed Consolidated Interim Financial Statements

 Notes to Condensed Consolidated Financial Statements

 Note 13.  Short-Term and Long-Term Debt, page F-192

 GM Daewoo Revolving Credit Facility, page F-194

10. Since the GM Daewoo revolving credit facility is your largest credit facility, please
disclose the related repayment terms, interest rate, security and any other material terms.
This comment also applies to Note 18  to your audited financial statements.
 Exhibit 99.3

11. Please refile the consent of IHS Global Insight as an Exhi bit 23 in your next amendment.
Refer to Item 601(b)(23) of Regulation S-K.
Other

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

13. Please provide a currently dated signed cons ent from the independent public accountant
in the amendment.

You may contact Juan Migone  at (202) 551-3312, or Davi d R. Humphrey, Accounting
Branch Chief, at (202) 551-3211, if you have que stions regarding comments on the financial
statements and related matters.  Please contact J. Nolan McWilliams at (202) 551-3217, Justin T.
Dobbie, Special Counsel, at (202) 551-3469, or me at (202) 551-3750 with any other questions.

Sincerely,

Max A. Webb
        A s s i s t a n t  D i r e c t o r     cc: Via facsimile (202) 661-4986  William L. Tolbert, Jr., Esq.   Jenner & Block LLP

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

CORRESP
1
filename1.htm

SEC Correspondence

 CONFIDENTIAL TREATMENT REQUESTED

BY GENERAL MOTORS COMPANY

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR
200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED BY [***].

September 23, 2010

Jenner & Block LLP
 353 N. Clark Street

Chicago, IL 60654-3456

Tel 312-222-9350

www.jenner.com

Chicago
 Los Angeles

New York

Washington, DC

VIA EDGAR

 Securities and
Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:

Justin T. Dobbie

J. Nolan McWilliams

Juan Migone

David R. Humphrey

              Re:

General Motors Company

Registration Statement on Form S-1

Filed August 18, 2010

File No. 333-168919

 Ladies and Gentlemen:

 On behalf of General Motors Company (the “Company” or “GM”), we submit this letter in response to
comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated September 10, 2010, relating to the Company’s Registration Statement on Form S-1 (File
No. 333-168919) filed with the Commission on August 18, 2010 (the “Registration Statement”).

 Securities and Exchange Commission

 Page
 2

 CONFIDENTIAL TREATMENT REQUESTED

BY GENERAL MOTORS COMPANY

 This response letter has been filed on EDGAR, and a copy has been sent by hand. Please
note that the Company is providing a portion of its response to comment 20 pursuant to Rule 83 of the Commission’s Rules of Practice and requests confidential treatment for the redacted portions of the response, which are indicated herein as
[***]. Please promptly inform:

 Robert C. Shrosbree, Esq.

General Motors Company

300 Renaissance Center

Detroit, Michigan 48265-3000

(313) 556-5000

 of any request
for disclosure of all or a portion of such material made pursuant to the Freedom of Information Act or otherwise, so that the Company may substantiate the foregoing request for confidential treatment in accordance with Rule 83. A copy of this
request is also being delivered to the Freedom of Information Act Officer of the Commission.

 The Company is concurrently
filing via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”). For the convenience of the Staff, we are enclosing with this response letter copies of Amendment No. 1 with the relevant new disclosures
marked for the Staff’s ease of review.

 In this letter, we have recited the comments from the Staff in italicized, bold
type and have followed each comment with the Company’s response thereto. Capitalized terms not defined herein have the meaning given to them in Amendment No. 1.

General

1.
We note you have relied on reports from third-party sources, including IHS Global Insight, for data. Please provide us with the relevant portions of the materials
you cite. Also, please provide a consent pursuant to Rule 436 or tell us why you believe a consent is not required.

In response to the Staff’s comment, the Company has revised its disclosure by adding a discussion of market and industry data,
including the Company’s use of third-party sources, in a new section entitled “Market and Industry Data” on page ii of Amendment No. 1. This section includes disclosure that market and industry data used throughout the prospectus
is based on the good faith estimates of management, which in turn are based upon management’s review of internal surveys, independent industry surveys and publications and other publicly available information, including reports and information
prepared by IHS Global Insight.

 The Company respectfully submits that it believes that a consent pursuant to Rule 436 is not
required to be filed. The Company respectfully advises the Staff that it did not commission any of the studies or reports cited in the Registration Statement and none of those studies or reports were prepared in connection with the Registration
Statement. In addition, the Company respectfully advises the Staff that all of the sources cited in the Registration Statement are publicly available for free or on a subscription fee basis and are widely utilized

 Securities and Exchange Commission

 Page
 3

 CONFIDENTIAL TREATMENT REQUESTED

BY GENERAL MOTORS COMPANY

by industry participants. Further, as discussed in the “Market and Industry Data” section, market and industry data used throughout the prospectus is based upon the good faith estimates
of management, which in turn are based in part upon third-party sources. Although the Company has cited the source of various market and industry data in certain places in the Registration Statement, such information represents the good faith
estimates of management and the Company does not believe that any “report or opinion of an expert” is being “quoted or summarized as such” as a result of those citations. Therefore, the Company does not believe that a consent is
required under Rule 436(a).

 Pursuant to Rule 418(b) under the Securities Act of 1933, as amended (the “Securities
Act”), the Company is supplementally furnishing with this response the industry projections prepared by the Company and contained within the Registration Statement as well as a copy of the IHS Global Insight market and industry data from which
such statistical data was derived. The Company hereby requests that these materials be returned to the Company upon completion of the Staff’s review and that, pending such return, these materials be withheld from release. The supplemental
materials are not being furnished in electronic format, and are not being filed with nor deemed part of the Registration Statement nor any amendment thereto.

2.
Please revise to provide a full definition for all acronyms and other defined terms at their first use. We note, for example, the use of OEM on page 2, New VEBA
on page 3, ASEAN on page 5, and DMDA on page 54.

 In response to the Staff’s comment, the Company
has revised the disclosure regarding defined terms, including the use of OEM on page 2, New VEBA on page 2, ASEAN on page 5, and DMDA on page 57 of Amendment No. 1.

3.
Please advise us about the current trading market for Old GM debt securities. In particular, please address whether the trading values of these debt securities
represent information that would be material to an investor in your common stock or Series B preferred stock.

The Company respectfully advises the Staff that the debt securities of Motors Liquidation Company (“MLC”) continue to be traded
in limited volume on the over-the-counter market (or yellow sheets). Although one can extrapolate a value of the shares of the Company’s common stock held by MLC from the value of MLC’s debt securities and although disclosure about
historical trading prices of MLC debt securities may provide information about how the MLC debt market perceives the value of the shares of Company common stock, the Company respectfully advises the Staff that it believes that the trading prices of
the MLC debt securities (and extrapolations therefrom) would not meaningfully add to the substantial mix of information available to potential investors in this offering through the Registration Statement.

The Company also respectfully submits to the Staff that the inclusion of market trading prices of a third party’s securities is not
required in a Form S-1 registration statement under Item 201 of Regulation S-K or otherwise. Furthermore, the Company does not think it is

 Securities and Exchange Commission

 Page
 4

 CONFIDENTIAL TREATMENT REQUESTED

BY GENERAL MOTORS COMPANY

appropriate in this instance for it to present information about MLC’s securities in the Registration Statement and take related responsibility therefor under the Securities Act,
particularly because MLC’s assets and liabilities are not controlled by the Company and MLC has a separate board of directors and executive management team.

Prospectus Summary, page 1

4.
It is a rare occurrence for a company conducting an initial public offering to have a controlling stockholder that is a department of the federal government.
Given this relatively unusual circumstance, please include in the Summary a discussion of how potential investors should evaluate how this relationship with the UST has had and may have an impact on your business and operations, including your
business strategy and product offerings, financing activities and selection, tenure and compensation of management. Please address, in particular, how the interests of the UST (as a government entity) may differ from those of investors in the
initial public offering and how this could result in actions being taken by the company that may not be in the best interests of those investors. Please also revise the first full risk factor on page 18 accordingly.

In response to the Staff’s comment, the Company has added to the Summary section on page 6 of Amendment No. 1 a discussion
about the UST’s ownership interest in the Company immediately following the offering. This discussion also includes disclosure that the UST’s ownership interest gives it the ability to exert control, through its power to vote for the
election of directors, over various matters and that its interests (as a government entity) may differ from those of the Company’s other stockholders. In addition, the new disclosure in the Summary section notes that GM is subject to various
statutory, regulatory and contractual executive compensation restrictions as a result of the UST’s involvement with the Company.

The Company notes the Staff’s specific requests to: (1) include a discussion about how potential investors should evaluate how
this relationship with the UST has had and may have an effect on the Company’s business and operations, including its business strategy and product offerings, financing activities and selection, tenure and compensation of management,
(2) address, in particular, how the interests of the UST (as a government entity) may differ from those of investors in the offering and how this could result in actions being taken by the Company that may not be in the best interests of those
investors and (3) revise the related risk factor disclosure accordingly. The Company believes that additional disclosures and revisions beyond the new disclosure on page 6 of Amendment No. 1 are not necessary for the following reasons.

 First, although the UST has owned approximately 60.8% of the Company’s outstanding common stock since the closing of the
363 Sale on July 10, 2009, the Company believes that the UST has not acted in a manner that has affected or influenced the Company’s day-to-day business and operations. In particular, the Company believes that the UST as a stockholder of
the Company has generally allowed the Company’s management, under the guidance, direction and supervision of the Company’s Board of Directors (a majority of whom are independent), to manage the Company’s affairs. The Company cannot
identify any specific

 Securities and Exchange Commission

 Page
 5

 CONFIDENTIAL TREATMENT REQUESTED

BY GENERAL MOTORS COMPANY

significant examples of past actions by the UST as a stockholder of the Company after the closing of the 363 Sale to influence the Company’s business and operations, and the Company believes
that it would not be appropriate to speculate about any such specific actions the UST may take in the future. Similarly, other than the fact that the Company is subject to executive compensation limitations due to the UST’s involvement with the
Company, the Company cannot identify any specific significant examples of how the UST has acted as a stockholder of the Company after the closing of the 363 Sale in a manner different than one might have expected a non-government entity to have
acted, and the Company believes that it would not be appropriate to speculate about any such specific future actions by the UST.

Second, the Company respectfully directs the Staff’s attention to a document entitled “Obama Administration Auto Restructuring
Initiative — General Motors Restructuring” that is posted on the White House’s website at http://www.whitehouse.gov/the_press_office/Fact-Sheet-on-Obama-Administration-Auto-Restructuring-Initiative-for-General-Motors/. This
document includes the following discussion (italicized emphasis added):

 Principles for Managing Ownership Stake

 Consistent with the goal of clearly limiting the government’s role as a reluctant equity owner but careful
steward of taxpayer resources, the Obama Administration has established four core principles that will guide the government’s management of ownership interests in private firms. These principles will apply to the U.S. government’s equity
stake in GM:

•

 The government has no desire to own equity stakes in companies any longer than necessary, and will seek to dispose of its ownership interests as soon
as practicable. Our goal is to promote strong and viable companies that can quickly be profitable and contribute to economic growth and jobs without government involvement.

•

 In exceptional cases where the U.S. government feels it is necessary to respond to a company’s request for substantial assistance, the government
will reserve the right to set upfront conditions to protect taxpayers, promote financial stability and encourage growth. When necessary, these conditions may include restructurings similar to that now underway at GM as well as changes to ensure a
strong board of directors that selects management with a sound long-term vision to restore their companies to profitability and to end the need for government support as quickly as is practically feasible.

•

 After any up-front conditions are in place, the government will protect the taxpayers’ investment by managing its ownership stake in a
hands-off, commercial manner. The government will not interfere with or exert control over day-to-day company operations. No government employees will serve on the boards or be employed by these companies.

 Securities and Exchange Commission

 Page
 6

 CONFIDENTIAL TREATMENT REQUESTED

BY GENERAL MOTORS COMPANY

•

 As a common shareholder, the government will only vote on core governance issues, including the selection of a company’s board of directors and
major corporate events or transactions. While protecting taxpayer resources, the government intends to be extremely disciplined as to how it intends to use even these limited rights.

In light of the Company’s actual experience to date with the UST as the holder of a majority of its outstanding common stock and in
light of this statement of principles posted to the White House website, the Company believes that additional disclosures and risk factor revisions beyond the new disclosure on page 6 of Amendment No. 1 are not necessary. Furthermore, because
of the relatively unusual circumstance of having a department of the federal government as a significant stockholder after the offering, the Company continues to believe that the existing general warnings contained in the risk factor on page 20 of
Amendment No. 1 are appropriate because it is conceivable that the UST could in the future act in such a manner if it elects to do so.

5.
Please balance the discussion in your Summary by disclosing that your market share has declined in recent years and that it may continue to decline in light of
your continuing restructuring activities and general economic conditions. In this regard, we note disclosure in your risk factor section and MD&A.

In response to the Staff’s comment, the Company has revised its disclosures on pages 3 and 42 of Amendment No. 1 to balance the
existing disclosure with the fact that GM and Old GM’s market share has declined in recent years. The Company respectfully advises the Staff that it believes that general economic conditions do not generally have a significant effect on its
market sh

September 10, 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
Registration Statement on Form S-1  Filed August 18, 2010
  File No. 333-168919

Dear Mr. Cyprus:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note you have relied on reports from th ird-party sources, including IHS Global
Insight, for data.  Please provide us with the relevant portions of the materials you cite.  Also, please provide a consent pursuant to Ru le 436 or tell us why you believe a consent
is not required.
2. Please revise to provide a full definition for all acronyms and other defined terms at their
first use.  We note, for example, the use of OEM on page 2, New VEBA on page 3,
ASEAN on page 5, and DMDA on page 54.

3. Please advise us about the current trading market for Old GM debt securities.  In
particular, please address whether the trading values of these debt securities represent

 Nick S. Cyprus
 General Motors Company
 September 10, 2010
 Page 2

information that would be material to an investor in your comm on stock or Series B
preferred stock.

Prospectus Summary , page 1

4. It is a rare occurrence for a company conducti ng an initial public offering to have a
controlling stockholder that is a department of the federal government.  Given this
relatively unusual circumstance, please incl ude in the Summary a discussion of how
potential investors should eval uate how this relationship with the UST has had and may
have an impact on your business and operati ons, including your business strategy and
product offerings, financing activities a nd selection, tenure and compensation of
management.  Please address, in particular, how the interests of the UST (as a government entity) may differ from those of investors in the initi al public offering and
how this could result in actions being taken by the company that may not be in the best interests of those investors.  Please also revise the first full risk factor on page 18
accordingly.
5. Please balance the discussion in  your Summary by disclosing that your market share has
declined in recent years and that it may con tinue to decline in light of your continuing
restructuring activities and general economi c conditions.  In this regard, we note
disclosure in your risk fa ctor section and MD&A.
 Our Industry and Market Opportunity, page 2

6. We note your disclosure in the footnote to the graph that you cal culate your market
position based upon internal data.   Please tell us how you calculated worldwide automobile sales and your market share a nd position within the markets you discuss on
page 3 and elsewhere in the prospectus.  To the extent all ma rket share and position
disclosure is based on internal data, please clarify that point.   Otherwise, please disclose
the source of the information that supports your  disclosure. In this regard, we note that
you sometimes discuss “market share” and in other instances you discuss “market share
based on vehicle sales volume in 2009.”  If you have a single definition of market share,
please revise to clarify this by footnot e or other appropria te disclosure.

7. To the extent the estimates in this section or elsewhere in the pr ospectus have changed,
please revise to update.
Our Competitive Strengths, page 3

8. Reference is made to the fifth bullet on page 3.  Please provide us with substantiation for
the statement that you “would have achieved breakeven with annual U.S. industry sales
of approximately 10.5 to 11.0 million vehicles.”

 Nick S. Cyprus
 General Motors Company
 September 10, 2010
 Page 3

Sell our vehicles globally, page 5

9. Refer to the last bulle t under this subheading.  We are confused by your use of the term
“non-prime.”  If by “non-prime” you are referring  to “sub-prime” financ ing, please revise
to so state.  If “non-prime” means something el se, revise to briefly define.  We note, in
this regard, that AmeriCredit uses the term “sub-prime” to describe its financing business
in its most recent Annual Report on Form 10-K.

The Offering, page 7

10. Please revise the last paragraph on page 9 to quantify the number of common shares issuable upon conversion of shares of Series B preferred stock.

Risk Factors, page 13

General

11. Certain of the subcaptions in this section do not adequately describe the risk to the
company.  We note, for example, the second ri sk factor on page 13, the first full risk
factor on page 14, and the second full risk factor on page 23.  Please revise accordingly.

Inadequate cash flow could materially adve rsely affect our business operations, page 15

12. Please revise this risk factor to specifically address each of your substantial liquidity
requirements on an individual basis, in each case providing quantitative and qualitative
disclosure as appropriate.  Pleas e also revise the subcaption to  describe the liquidity risk
with greater specificity.

Our U.S. defined benefit pension pl ans are currently underfunded, page 16

13. You state in the subcapti on that your pension funding obligations may increase
significantly due to weak  performance of financial market s.  Please revise the subcaption
and the risk factor discussion to  also address the risks relate d to the investment decisions
and types of investments that  make up the plan assets.
 If adequate financing on acceptable terms is not  available through Ally Financial, page 17

14. If there is a risk that offering financing th rough AmeriCredit could negatively affect your
relationship with Ally Financial, please revise this risk factor to describe that risk.  Also
disclose whether there is a risk to you because AmeriCredit provides financing to
competing auto companies.

15. If increasing your reliance on non-prime financing of your cu stomers creates a material
risk, please add a risk factor.

 Nick S. Cyprus
 General Motors Company
 September 10, 2010
 Page 4

16. We note that while you have recently reduced your ownership interest in Ally Financial,
it appears that you continue to  be substantially dependent on Ally Financial to provide
financing to your customers and dealers.  Pl ease expand your discussion of the risks to
you associated with developments in the business and financia l condition of Ally
Financial.

17. Please address the risks of failing to de velop your own captive financing unit as a
separate risk factor.

Use of Proceeds, page 31

18. You state that you intend to use the net proceeds from th e Series B preferred stock
offering for general corporate purposes.  To the extent possible, please discuss your plans
more specifically.  If you intend to use any of  the proceeds to pay down your debt or fund
your pension obligations, please revise accordingly.

Management’s Discussion and Analys is of Financial Condition, page 37

19. We note the reference in the in troductory language in this section to an “agreement with
the SEC Staff.”  To the extent you are referring to the July 9, 2009 no-action letter to
Motors Liquidation Company, please revise to  clarify that the no- action letter is the
“agreement” with the staff.
20. We note the disclosure on pages 74, 154, a nd elsewhere, that you conduct business in
Latin America, Africa, and the Middle East , regions that are ge nerally understood to
include Cuba, Sudan, Syria, and Iran.  Further, on your website, you identify your dealerships in Syria.  In addition, it appears from publicly-available information that certain Opel models with diesel engines manufactured by your majority-owned joint
venture, Isuzu Motors Polska, are being sold by the Opel official representative in Iran.
As you know, Cuba, Sudan, Syria, and Iran are countries that are id entified by the State
Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and
export controls.  We note that your Form S-1 does not include disclosure regarding
contacts with Cuba, Sudan, Syria, or Iran.
Please describe to us the nature  and extent of your past, curr ent, and anticipated contacts
with Cuba, Sudan, Syria, and/or Iran, whethe r through subsidiaries, distributors, dealers,
or other direct or indirect arrangements, since the Old GM letter to us dated March 5,
2007.  Your response should describe the product s, services, or technology that you have
provided into Cuba, Sudan, Syria, or Iran, di rectly or indirectly, and any agreements,
commercial arrangements, or other contacts you have had wi th the governments of those
countries or entities controll ed by those governments.
21. Please discuss the materiality of your contacts  with Cuba, Sudan, Syria, and/or Iran, and
whether those contacts constitute a material in vestment risk for your security holders.
You should address materiality in quantitati ve terms, including the approximate dollar
amounts of any associated reve nues, assets, and liabilities associated with each of the

 Nick S. Cyprus
 General Motors Company
 September 10, 2010
 Page 5

referenced countries for you and for Old GM for the last three fiscal years and the
subsequent interim period.  Also, address mate riality in terms of qua litative factors that a
reasonable investor would deem important in  making an investment decision, including
the potential impact of corporate activities upon a company’s reputation and share value.
As you know, various state and municipal govern ments, universities, and other investors
have proposed or adopted divestment or si milar initiatives rega rding investment in
companies that do business with U.S.-designated state sponsors of  terrorism.  Your
materiality analysis should address the pot ential impact of the investor sentiment
evidenced by such actions directed toward companies that have operations associated
with Cuba, Sudan, Syria, or Iran.

22. We note the emphasis you place on the breakeven  point for GMNA.  Please explain the
importance of this metric to you.

 Portfolio of high-quality vehicles, page 40

23. We note the risk factor on page 13 and pre ss reports regarding nega tive public perception
of your products.  Please expand your discussi on of the efforts you have taken to counter
this perception.  Revise your Su mmary section in this manner as well.  To the extent that
negative perceptions of vehicle quality, your  bankruptcy, and your status as a TARP
recipient represent discrete risks,  please revise your risk fact or disclosure accordingly.

Strong leadership team with  focused direction, page 41

24. Please balance the discussion in this bullet with  your risk factor disclosure that several
key executives lack auto industry experience and the significant management changes since spring 2009.  Revise your Summary section in this manner as well.
 Other cost reduction and rest ructuring actions, page 47

25. Please discuss how your plans have changed from those contemplated by the Revised
Viability Plan and the reasons for such change s.  To the extent pa rticular objectives are
still in place, please discuss your performan ce as compared to the stated goals.
 Opel/Vauxhall Restructuri ng Activities, page 53

26. Please revise the first paragr aph after the bullets to clarify the additional amount you
expect to provide toward re structuring Opel/Vauxhall.

Investment in Ally Financial, page 57

27. We note the disclosure on page 17 that A lly Financial (formerly GMAC) has provided
most of the financing for your dealers and a significant amount of  financing for your
customers.  Accordingly, please expand the disc losure with respect to your investment in
Ally Financial.  In this regard, we suggest you present a table summarizing the

 Nick S. Cyprus
 General Motors Company
 September 10, 2010
 Page 6

percentage effect on your owne rship of the transactions, including the November 2006
sale of a 51% controll ing interest as well as the transa ctions described on page 59, that
resulted in your current ownership of 16.6% of the common stock of Ally Financial, of
which 6.7% is held directly and 9.9% is held  in an independent trust.  We suggest you
show your direct ownership in a separate column  from the interest held in an independent
trust.  A presentation using this two-column approach could be uti lized to explain that,
although your combined post-2006 ownership interest in Ally Financ ial increased from
49% to 59.9% in early 2009, your direct ownership (excluding the interest held in an
independent trust) remained at 49% and, as  a result, you continued to account for your
interest in Ally Financ ial under the equity method.

28. In addition, please clarify your disclosure here, and in Note 10 to your financial
statements, to explain why you began to account for your investment in Ally Financial
using the cost method when Ally Financial converted its status to a C corporation
effective June 30, 2009, rather than earlier wh en your direct owners hip was reduced to
9.9% by placing 14.6% of your then-24.5% ownershi p into an independent trust.  In your
response, specifically address:

• How you were able to continue to exercise  significant influen ce over Ally Financial
after your direct ownership was reduced to 9.9%; and

• Why its conversion into a C corporation cause d you to no longer be able to exercise
significant influence over Ally  Financial in light of the disclosure on page F-50 that,
in connection with the conversion into a C corporation, each unit of each class of
membership interests was converted into shar es of capital stock with substantially the
same rights and preferences as such membership interests.

Job Security Programs, page 61

29. Please explain the significance of the JOBS  Program suspension.  In addition, please
discuss whether there is a possibility  that program will be reinstated.

Consolidated Results of Operations, page 63

30. We believe you could enhance your presentati on of period-to-period comparisons by
providing a table, for each line item such as net sales and revenues, cost of sales, interest
expense, etc., summarizing the amounts contributed by each segment to your consolidated results.  This enhanced pres entation would allow the reader to see the
relative contribution of each segm ent to your consolidated resu lts with an explanation of
the larger period-to-period changes, followed by a more detailed explanation of period-
to-period changes within the se parate discussions of each segm ent’s results of operations.
Please revise.
31. We believe your discussion and analysis of co st of sales could be enhanced by providing
disclosure with respect to the major component s within your cost of sales.  Please revise.

 Nick S. Cyprus
 General Motors Company
 September 10, 2010
 Page 7

32. Please tell us what consideration you gave to  providing disclosure within MD&A of fleet
sales and how such sales affect your results of operations.  In this  regard, we note your
disclosure on page 148 that certain fleet tr ansactions, particularly  daily rentals, are
generally less profitable than retail sales.

Vehicle Sales and Production Volume, page 64

33. We note that, in MD&A, you present total wo rldwide vehicle sales for the industry as
well as market share information.  This same information is also included in the Business
section of your filing.  With respect to your MD&A, we believe you should discuss only the infor

Mail Stop 3561
         June 4, 2010
Via U.S. Mail

Edward E. Whitacre, Jr.
Chairman and Chief Executive Officer  General Motors Company  300 Renaissance Center  Detroit, MI 48265-3000
Re: General Motors Company
Registration Statement on Form 10
  Filed April 7, 2010
  File No. 000-53930    Form 10-K for the fiscal year ended December 31, 2009    Filed April 7, 2010    File No. 333-160471    Motors Liquidation Company    Current Report on Form 8-K    Filed April 6, 2010   File No. 001-00043
Dear Mr. Whitacre:

We have completed our review of the above -referenced filings and have no further
comments at this time.           R e g a r d s ,             M a x  A .  W e b b          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

SEC Correspondence

 May 26, 2010

VIA EDGAR SUBMISSION

 Max A.
Webb

 Assistant Director

 Securities
and Exchange Commission

 Division of Corporation Finance

Mail Stop 3561

 100 F Street, NE

Washington, DC 20549-3561

Re:
General Motors Company

Registration Statement on Form 10

Filed April 7, 2010

File No. 000-53930

Form 10-K for the fiscal year ended December 31, 2009

Filed April 7, 2010

File No. 333-160471

Motors Liquidation Company

Current Report on Form 8-K

Filed April 6, 2010

File No. 001-00043

 Dear
Mr. Webb:

 Reference is hereby made to that letter of even date herewith submitted by William L. Tolbert, Jr. of Jenner & Block
LLP to you in response to the comment letter dated April 30, 2010 that General Motors Company (the “Company”) received from the Staff of the United States Securities and Exchange Commission (the “Staff”) regarding the
above-referenced filings.

 In connection with the responses contained within Mr. Tolbert’s letter to your comments, we hereby
acknowledge that:

•

 We are responsible for the adequacy and accuracy of the disclosure in our filing;

•

 Staff comments, or changes to our 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 defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall
disclosures in our filings.

 Very truly yours,

/s/ Nick S. Cyprus

Nick S. Cyprus

 Vice President, Chief Accounting
Officer and Controller

 May 26, 2010

 Jenner & Block LLP

1099 New York Avenue, NW

Suite 900

 Washington, DC 20001

Tel 202-639-6000

 www.jenner.com

Chicago
 Los Angeles

New York

 Washington, DC

 VIA EDGAR SUBMISSION

Max A. Webb

 Assistant Director

Securities and Exchange Commission

 Division of
Corporation Finance

 Mail Stop 3561

100 F Street, NE

 Washington, DC
20549-3561

 William L. Tolbert, Jr.

 Tel
202 639-6038

 Fax 202 661-4986

wtolbert@jenner.com

Re:
General Motors Company

Registration Statement on Form 10

Filed April 7, 2010

File No. 000-53930

Form 10-K for the fiscal year ended December 31, 2009

Filed April 7, 2010

File No. 333-160471

Motors Liquidation Company

Current Report on Form 8-K

Filed April 6, 2010

File No. 001-00043

 Dear
Mr. Webb:

 On behalf of General Motors Company (the Company or GM), we respectfully submit the following responses to the comment letter
dated April 30, 2010 that the Company received from the Staff of the United States Securities and Exchange Commission (the Staff) regarding the Company’s above-referenced filings.

The Company’s responses below correspond to the captions and numbers of the Staff’s comments (which are reproduced below in bold).

For your convenience, the Company is delivering to you copies of certain of its SEC filings specifically referenced in the Company’s responses
below, with the relevant new disclosures highlighted for your ease of review.

 Comment:

Form 10

 General

1.
Please be advised that your registration statement will automatically become effective 60 days after filing. Upon effectiveness, you will become subject to the
reporting requirements of the Securities Exchange Act of 1934, even if we have not cleared comments. In the event it appears that you will not be able to respond by the 60th day, you may wish to consider withdrawing your registration
statement and refiling when you have cleared all of our comments.

 Max A. Webb, Esq.

May 26, 2010

  Page
 2

 Response:

 The Company notes the Staff’s comment and understands that the registration statement will automatically become effective sixty days
after filing at which time the Company will become subject to the reporting requirements of the Securities Exchange Act of 1934 (the Exchange Act).

Form 10-K

 Comment:

 Item 1A. Risk Factors, page 22

2.
In future filings, please delete the last two sentences of the introductory language. Only material risks should be referenced in this section.

 Response:

 The
Company has not included these last two sentences in its introductory language to the “Risk Factors” section of the Quarterly Report on Form 10-Q for the three months ended March 31, 2010 (see page 85 thereof) and will not include
these last two sentences of the introductory language in future filings that contain risk factors.

 Comment:

3.
In future filings, please add a risk factor discussing risks associated with technical defaults or breach of financial ratio covenants in certain loan facilities. We
note your disclosure on page 94.

 Response:

The Company has added a risk factor discussing risks associated with technical defaults or breach of financial ratio covenants in certain loan facilities
to its Quarterly Report on Form 10-Q for the three months ended March 31, 2010 (see page 87 thereof).

 Management’s Discussion
and Analysis

 Liquidity and Capital Resources, page 87

Comment:

4.
In the table on page 89, you show no VEBA assets at December 31, 2009. However, the accompanying disclosure states that you transferred all of the remaining
VEBA assets after December 31, 2009, which implies that you still held the VEBA assets, but did not consolidate them, at December 31, 2009. If so, please explain to us your basis in the accounting literature for not consolidating the VEBA
assets at December 31, 2009.

 Max A. Webb, Esq.

May 26, 2010

  Page
 3

 Response:

 As more fully discussed below, the Company did not consolidate the assets held in the Internal VEBA at December 31, 2009 because the
Company did not believe it had a controlling financial interest in the Internal VEBA, or over its assets, as the term controlling financial interest is defined in ASC 810, Consolidation (formerly FAS 94). Furthermore, the Company believes
that including these assets on GM’s balance sheet with an offsetting liability would not be a meaningful or representationally faithful presentation to financial statement users.

Under the Revised UAW Retiree Settlement Agreement (the Revised Settlement Agreement) that the Company executed with the International Union, United
Automobile Aerospace and Agricultural Implement Workers of America (UAW) on July 10, 2009, a new retiree plan (the New Plan) was established that would be funded by a new independent Voluntary Employee Beneficiary Association Trust (the New
VEBA). The New Plan and the New VEBA are responsible for all UAW retiree healthcare claims incurred by the covered group (as defined in the Revised Settlement Agreement) after December 31, 2009 (the Implementation Date). After the
Implementation Date, the Company’s sole remaining obligation was to pay the remaining liabilities for claims for covered retirees incurred before January 1, 2010, and the Company had no obligation to pay any health care claims for covered
retirees incurred after the Implementation Date.

 To effect the settlement of the UAW Hourly Medical Plan and Mitigation Plan (the Old Plan),
the Company was obligated under the Revised Settlement Agreement to issue or transfer, as the case may be, the following to the New VEBA:

•

 Shares of GM common stock, Series A cumulative perpetual preferred stock and warrants to purchase GM common stock valued at $10 billion at
December 31, 2009;

•

 A note payable of $2.5 billion (implied annual interest rate of 9%);

•

 Cash of $94 million; and

•

 Assets held in the Company’s Internal VEBA (a separate legal entity), valued at $12.6 billion at December 31, 2009.

 The GM securities (including the note payable) were issued to the New VEBA on the date the Company consummated the 363 Sale
(July 10, 2009). The transfer of the Internal VEBA’s assets to the New VEBA were to have been made within 10 business days of the Implementation Date and the Company’s obligations to the New Plan and the New VEBA could not be altered
without consent from both the Company and the UAW and the terms were binding on all parties as of the Implementation Date. At the request of the New Plan, GM transferred the assets of the Internal VEBA after December 31, 2009. Specifically,
legal title to the assets transferred on 12:01 a.m. on January 1, 2010 and the New VEBA obtained physical custody of the assets on January 4, 2010.

Consistent with the 2008 pre-clearance discussions between the SEC Staff and General Motors Corporation, the predecessor to the Company solely for
accounting and financial reporting purposes, (Old GM), the Company accounted for the Revised Settlement Agreement as a termination and settlement of the Old Plan on the Implementation Date (in accordance with ASC 715, Compensation-Retirement
Benefits (formerly FAS 106)), which was the date the New Plan assumed primary responsibility for payment of the postretirement benefit obligation and the Company was relieved of not only significant risk related to the Old Plan, but also its
obligation to pay health care claims incurred after December 31, 2009. The Revised Settlement Agreement required that no UAW-related amounts, including investment returns, could be withdrawn by the Company from the Internal VEBA, other than for
the purpose of the transfer of assets to the New VEBA.

 Prior to the settlement of the Old Plan, the assets of the Internal VEBA were plan
assets of the Old Plan. The Company followed the accounting of ASC 715 and did not consolidate the Internal VEBA, its assets, or any other asset that met the definition of a “plan asset” under ASC 715 for any of the Company’s ASC 715
employee benefit plans. Instead, the Company’s consolidated financial statements recognized the net funded status of the employee benefit plan.

 Max A. Webb, Esq.

May 26, 2010

  Page
 4

With respect to the Old Plan, given that it was terminated and settled on December 31, 2009 and that the Company sponsored
employee benefit plan no longer existed as of that date, the assets of the Internal VEBA no longer met the definition of a plan asset under ASC 715 for any existing Company sponsored plan. Therefore, the net reporting under ASC 715 no longer applied
1, and the Internal VEBA (as a separate legal entity)
and/or its assets that the Company was contractually obligated to transfer to the New VEBA needed to be evaluated for consolidation. The Company evaluated the Internal VEBA and its assets under both a variable interest model under the Variable
Interest Entities (VIE) Subsections of ASC 810, Consolidation (VIE Subsections of ASC 810 (formerly FIN 46(R)), and a voting interest model (as defined in ASC 810-10-15-8 (formerly FAS 94)).

The assets held by the Internal VEBA were not assets available to the creditors or shareholders of the Company after the Implementation Date.
Contractually, the Company was obligated to cause the Internal VEBA to transfer the assets to the New VEBA within 10 business days of the Implementation Date. The Company did not have the right to mortgage or pledge the assets, or use them for any
purpose, which are typically rights that indicate control under ASC 810-10-15-8. Further, The Company could not use the assets to pay retiree health care claims that were incurred before January 1, 2010. In substance, the assets held by the
Internal VEBA were segregated and restricted on the Implementation Date and available only to the New Plan to pay benefits.

However, the Company did have the right to appoint the Trustees of the Internal VEBA and absent an exemption, the Internal VEBA would
need to be evaluated for consolidation under ASC 810. The Company’s evaluation started with the VIE Subsections of ASC 810. From a GM perspective, the Company believed the Internal VEBA no longer met the scope exemption of ASC 810-10-15-12(a)
2 and never met the scope exemption of ASC 810-10-15-17(a)
3 as of December 31, 2009. While the Internal VEBA
has historically been scoped out of ASC 810, after the Old Plan was terminated a literal read of ASC 810-10-15-12(a) indicated that the exemption related to employee benefit plans was not applicable. The Company understands that some professionals
may view the accounting literature to be unclear and the conclusion that the Internal VEBA failed both the above mentioned scope exceptions as open to professional judgment. The Company nevertheless evaluated it for consolidation assuming that it
was a VIE and concluded that the Company would not be the primary beneficiary. On and after the Implementation Date, the New Plan and the New VEBA were absorbing virtually all of the Internal VEBA’s expected losses and residual profits.

 The Company also evaluated the Internal VEBA under a voting interest model, as defined in ASC 810-10-15-8. As discussed above, the Company
had the right to appoint the Trustees of the Internal VEBA. In this evaluation, the Company concluded that the Company’s role with the Internal VEBA and its existing governance structure after the Company was contractually obligated to cause it
to transfer its assets to the New

1

 Had we concluded that ASC 715 applied, we would have had to assert we continued to have a plan under ASC 715 where the fair value of the plan assets
equaled the Internal VEBA's obligations to pay health care claims through the New VEBA. This view is inconsistent with settlement accounting.

2

 ASC 810-10-15-12(a) indicates that an employer shall not consolidate an employee benefit plan subject to the provisions of FASB Statements No.87,
Employers’ Accounting for Pensions, No.106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, and No.112, Employers’ Accounting for Postemployment Benefits. After the settlement of the Old
Plan, the Internal VEBA was not accounted for under any of these Standards.

3

 The Internal VEBA does not appear to meet the definition of a not-for-profit entity, nor would it appear to be an investment company carried at fair
value.

 Max A. Webb, Esq.

May 26, 2010

  Page
 5

 VEBA should be
evaluated for consolidation in a manner similar to evaluating a limited partnership in which important general partner actions must be approved by the limited partners (ASC 810-20-25 (formerly EITF 04-05)). The rights of the Trustees and the Company
were limited and subject to the substantive participating rights held by the New Plan and New VEBA. On the Implementation Date, the Company did not have the right to control the Internal VEBA, as the Company could not direct the use of the Internal
VEBA’s assets, nor did it have control over the investment activities of the assets. Therefore, it was not appropriate for the Company to consolidate the Internal VEBA under a voting interest model.

The Company also considered what presentation would be most meaningful and most representationally faithful to financial statement users. Presenting the
Internal VEBA’s assets and corresponding liability to transfer those assets to the New VEBA on a gross basis, knowing that title to the assets transferred at 12:01 a.m. on January 1, 2010, and the New VEBA obtained physical custody of the
assets on the first business day after the Implementation Date, did not appear to provide any informational usefulness. This is especially true given that the Internal VEBA has never been presented as an asset in the financial statements, the
situation arose as part of the process of effecting the settlement, and the assets were transferred on the first business day after the Implementation Date.

For the reasons discussed above, the Company concluded it was not appropriate to consolidate the Internal VEBA trust at December 31, 2009.

 The Company will clarify in future filings that the assets of the Internal VEBA are not consolidated by GM after the settlement of the Old
Plan.

 Comment:

5.
With respect to the table on page 93, please revise to clarify and explain the information presented. In

Mail Stop 3561
         April 30, 2010
Via U.S. Mail

Edward E. Whitacre, Jr.
Chairman and Chief Executive Officer  General Motors Company  300 Renaissance Center  Detroit, MI 48265-3000
Re: General Motors Company
Registration Statement on Form 10
  Filed April 7, 2010
  File No. 000-53930    Form 10-K for the fiscal year ended December 31, 2009    Filed April 7, 2010    File No. 333-160471    Motors Liquidation Company    Current Report on Form 8-K    Filed April 6, 2010   File No. 001-00043
Dear Mr. Whitacre:

We have reviewed your filing and have the following comments.  Where indicated,
we think you should revise your document in re sponse to these comments.  If you disagree,
we will consider your explanation as to why our  comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Edward E. Whitacre
General Motors
April 30, 2010
Page 2

Form 10

General

1. Please be advised that your registrati on statement will automatically become
effective 60 days after filing.  Upon effec tiveness, you will become subject to the
reporting requirements of the Securities Exch ange Act of 1934, even if we have not
cleared comments.  In the event it appear s that you will not be able to respond by
the 60th day, you may wish to consider withdrawing your registration statement
and refiling when you have cleared all of our comments.

Form 10-K

Item 1A.  Risk Factors, page 22

2. In future filings, please delete the last two sentences of the introductory language.
Only material risks should be referenced in this section.

3. In future filings, please add a risk factor discussing risks associated with technical
defaults or breach of financial ratio covena nts in certain loan facilities.  We note
your disclosure on page 94.
 Management's Discussion and Analysis

 Liquidity and Capital Resources, page 87

4. In the table on page 89, you show no VE BA assets at December 31, 2009.
However, the accompanying disclosure st ates that you transferred all of the
remaining VEBA assets after December 31, 2009, which implies that you still held
the VEBA assets, but did not consolidate them, at December 31, 2009.  If so, please
explain to us your basis in the accounting l iterature for not consolidating the VEBA
assets at December 31, 2009.

5. With respect to the table on page 93, pl ease revise to clar ify and explain the
information presented.  In this regard, we note that you have presented a table
summarizing your available liquidity on page 88, and you have discussed changes
in your available liquidity on page 89.  However, on page 93, you have presented a
table with different terminology and there is no associated discussion.  Also, the
term “net asset” may be confusingly simila r to a term often used when referring to
stockholders’ equity.

Edward E. Whitacre
General Motors
April 30, 2010
Page 3

Notes to Consolidated Financial Statements
 Note 2.  Chapter 11 Proceedings and the 363 Sale, page 128

6. You state that applic ation of fresh-start reporting re sulted in the recognition of
goodwill.  In addition, you state that you r ecorded valuation allowances against
certain of your deferred tax assets, which al so resulted in goodwill.  In this regard,
we note the disclosure on page 110 that concluding that a valuation allowance is
not required is difficult when there is si gnificant negative evidence that is objective
and verifiable, such as cumulative losses  in recent years, and that you utilize and
Old GM utilized a rolling three years of actual and current year anticipated results
as the primary measure of cumulative lo sses in recent years.  However, your
disclosure at the beginning of Note 2 su mmarizes the significan t cost reduction and
restructuring actions contemplated by th e Revised Viability Plan, which actions
appear to provide significant positive evid ence regarding your ability to realize a
greater portion of your deferred tax assets .  Also, in 2008, Old GM concluded there
was substantial doubt relate d to its ability to cont inue as a going concern.
According to the disclosure on page 110, your  liquidity concerns were resolved in
connection with the Chapter 11 Proceedings  and the 363 Sale.  This would appear
to provide additional positive evidence rega rding your ability to  realize a greater
portion of your deferred tax assets.  It is  unclear to us how you considered these
positive factors when determining the amount  of the valuation allowances against
certain of your deferred tax assets, and t hus the amount of goodwill, recorded in
connection with your applica tion of fresh-start reporting.  In your response, please
specifically address why the negative evid ence outweighed the positive evidence in
light of the substant ial changes being made to your operations.  In addition to your
response, please expand and clarify your disc losure with respect  to the amount of
deferred tax assets (net of valuation allo wances) recorded in your application of
fresh-start reporting, as well as the propriety of con tinuing Old GM’s policy of
utilizing a rolling three years of actual and current year anticipated results as the
primary measure of cumulative losses in  recent years even though your operations
and those of Old GM appear to lack comparability.
  Directors of the Registrant, page 290

7. In future filings, please revise the direct or biographies to provide the information
called for by amended Item 401(e)(1) of Regulation S-K, including a brief discussion of the specific experience, qualifica tions, attributes, or skills that led to
the conclusion that the person should serve as a director.

Edward E. Whitacre
General Motors
April 30, 2010
Page 4

Form 8-K

8. We note that it appears you meet the defi nition of penny stock issuer.  As such,
please remove references to the Private Securities Litigation Reform Act in future filings.

* * * * *

  As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide  us with a response.  You may wish to
provide us with marked copies of the amendmen t to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our comments and provides
any requested information.  Detailed cover le tters greatly facilitate  our review.  Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.   We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a compa ny’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a
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 defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Edward E. Whitacre
General Motors
April 30, 2010
Page 5

You may contact Juan Migone  at (202) 551-3312 or Davi d Humphrey at (202) 551-
3211 if you have questions regarding comments on the financial statements and related
matters.  Please contact J. Nolan McWilliams  at (202) 551-3217 or me at (202) 551-3750
with any other questions.
        R e g a r d s ,
           M a x  A .  W e b b          A s s i s t a n t  D i r e c t o r      cc: Via facsimile (202) 661-4986
William L. Tolbert, Jr., Esq.
 Jenner & Block, LLP