þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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STATE OF DELAWARE
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27-0756180
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(State or other jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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300 Renaissance Center, Detroit, Michigan
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48265-3000
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on which Registered
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Common Stock
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New York Stock Exchange/Toronto Stock Exchange
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Warrants (expiring December 31, 2015)
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New York Stock Exchange
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Warrants (expiring July 10, 2016)
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New York Stock Exchange
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Warrants (expiring July 10, 2019)
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New York Stock Exchange
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Page
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PART I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Consolidated Income Statements
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Consolidated Statements of Comprehensive Income
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Consolidated Balance Sheets
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Consolidated Statements of Cash Flows
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Consolidated Statements of Equity
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Notes to Consolidated Financial Statements
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Note 1.
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Nature of Operations and Basis of Presentation
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Note 2.
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Significant Accounting Policies
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Note 3.
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Acquisition of Businesses
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Note 4.
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GM Financial Receivables, net
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Note 5.
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Marketable Securities
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Note 6.
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Inventories
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Note 7.
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Equipment on Operating Leases, net
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Note 8.
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Equity in Net Assets of Nonconsolidated Affiliates
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Note 9.
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Property, net
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Note 10.
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Goodwill
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Note 11.
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Intangible Assets, net
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Note 12.
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Variable Interest Entities
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Note 13.
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Accrued Liabilities, Other Liabilities and Deferred Income Taxes
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Note 14.
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Short-Term and Long-Term Debt
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Note 15.
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Pensions and Other Postretirement Benefits
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Note 16.
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Derivative Financial Instruments
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Note 17.
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Commitments and Contingencies
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Note 18.
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Income Taxes
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Note 19.
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Restructuring and Other Initiatives
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Note 20.
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Interest Income and Other Non-Operating Income, net
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Note 21.
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Stockholders’ Equity and Noncontrolling Interests
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Note 22.
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Earnings Per Share
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Note 23.
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Stock Incentive Plans
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Note 24.
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Supplementary Quarterly Financial Information (Unaudited)
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Note 25.
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Segment Reporting
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Page
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Note 26.
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Supplemental Information for the Consolidated Statements of Cash Flows
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions and Director Independence
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Item 14.
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Principal Accountant Fees and Services
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PART IV
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|||
Item 15.
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Exhibits
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Signatures
|
|
• Buick
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• Cadillac
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• Chevrolet
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• GMC
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• Buick
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• Chevrolet
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• Holden
|
• Vauxhall
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• Cadillac
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• GMC
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• Opel
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• Alpheon
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• Buick
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• Chevrolet
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• Wuling
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• Baojun
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• Cadillac
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• Jiefang
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|
Years ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
GMNA
|
3,276
|
|
|
3,207
|
|
|
3,053
|
|
GME
|
1,047
|
|
|
1,079
|
|
|
1,240
|
|
GMIO
|
1,037
|
|
|
1,109
|
|
|
1,039
|
|
GMSA
|
1,053
|
|
|
1,050
|
|
|
1,090
|
|
Worldwide
|
6,413
|
|
|
6,445
|
|
|
6,422
|
|
|
Vehicle Sales(a)(b)(c)
Years Ended December 31,
|
|||||||||||||||||||||||||
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2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||
|
Industry
|
|
GM
|
|
GM as
a % of
Industry
|
|
Industry
|
|
GM
|
|
GM as
a % of
Industry
|
|
Industry
|
|
GM
|
|
GM as
a % of
Industry
|
|||||||||
North America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
15,891
|
|
|
2,786
|
|
|
17.5
|
%
|
|
14,794
|
|
|
2,596
|
|
|
17.5
|
%
|
|
13,048
|
|
|
2,504
|
|
|
19.2
|
%
|
Other
|
3,202
|
|
|
448
|
|
|
14.0
|
%
|
|
3,053
|
|
|
424
|
|
|
13.9
|
%
|
|
2,753
|
|
|
421
|
|
|
15.3
|
%
|
Total North America
|
19,092
|
|
|
3,234
|
|
|
16.9
|
%
|
|
17,847
|
|
|
3,019
|
|
|
16.9
|
%
|
|
15,801
|
|
|
2,925
|
|
|
18.5
|
%
|
Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United Kingdom
|
2,597
|
|
|
301
|
|
|
11.6
|
%
|
|
2,335
|
|
|
272
|
|
|
11.7
|
%
|
|
2,249
|
|
|
281
|
|
|
12.5
|
%
|
Germany
|
3,258
|
|
|
242
|
|
|
7.4
|
%
|
|
3,394
|
|
|
254
|
|
|
7.5
|
%
|
|
3,508
|
|
|
299
|
|
|
8.5
|
%
|
Russia
|
2,843
|
|
|
258
|
|
|
9.1
|
%
|
|
3,006
|
|
|
288
|
|
|
9.6
|
%
|
|
2,725
|
|
|
243
|
|
|
8.9
|
%
|
Other
|
10,074
|
|
|
756
|
|
|
7.5
|
%
|
|
10,248
|
|
|
796
|
|
|
7.8
|
%
|
|
11,613
|
|
|
928
|
|
|
8.0
|
%
|
Total Europe
|
18,772
|
|
|
1,557
|
|
|
8.3
|
%
|
|
18,983
|
|
|
1,611
|
|
|
8.5
|
%
|
|
20,096
|
|
|
1,751
|
|
|
8.7
|
%
|
Asia/Pacific, Middle East and Africa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
China(d)
|
22,119
|
|
|
3,160
|
|
|
14.3
|
%
|
|
19,394
|
|
|
2,836
|
|
|
14.6
|
%
|
|
18,697
|
|
|
2,547
|
|
|
13.6
|
%
|
Other(d)
|
18,676
|
|
|
726
|
|
|
3.9
|
%
|
|
18,834
|
|
|
780
|
|
|
4.1
|
%
|
|
15,944
|
|
|
735
|
|
|
4.6
|
%
|
Total Asia/Pacific, Middle East and Africa
|
40,795
|
|
|
3,886
|
|
|
9.5
|
%
|
|
38,229
|
|
|
3,616
|
|
|
9.5
|
%
|
|
34,641
|
|
|
3,282
|
|
|
9.5
|
%
|
South America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Brazil
|
3,767
|
|
|
650
|
|
|
17.3
|
%
|
|
3,802
|
|
|
643
|
|
|
16.9
|
%
|
|
3,633
|
|
|
632
|
|
|
17.4
|
%
|
Other
|
2,169
|
|
|
388
|
|
|
17.9
|
%
|
|
2,047
|
|
|
408
|
|
|
19.9
|
%
|
|
2,054
|
|
|
434
|
|
|
21.1
|
%
|
Total South America
|
5,936
|
|
|
1,037
|
|
|
17.5
|
%
|
|
5,849
|
|
|
1,051
|
|
|
18.0
|
%
|
|
5,687
|
|
|
1,066
|
|
|
18.8
|
%
|
Total Worldwide(e)
|
84,595
|
|
|
9,715
|
|
|
11.5
|
%
|
|
80,908
|
|
|
9,297
|
|
|
11.5
|
%
|
|
76,225
|
|
|
9,024
|
|
|
11.8
|
%
|
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cars
|
7,591
|
|
|
1,067
|
|
|
14.1
|
%
|
|
7,214
|
|
|
1,031
|
|
|
14.3
|
%
|
|
6,060
|
|
|
952
|
|
|
15.7
|
%
|
Trucks
|
4,244
|
|
|
998
|
|
|
23.5
|
%
|
|
3,946
|
|
|
933
|
|
|
23.7
|
%
|
|
3,681
|
|
|
929
|
|
|
25.2
|
%
|
Crossovers
|
4,056
|
|
|
721
|
|
|
17.8
|
%
|
|
3,634
|
|
|
631
|
|
|
17.4
|
%
|
|
3,306
|
|
|
622
|
|
|
18.8
|
%
|
Total U.S.
|
15,891
|
|
|
2,786
|
|
|
17.5
|
%
|
|
14,794
|
|
|
2,596
|
|
|
17.5
|
%
|
|
13,048
|
|
|
2,504
|
|
|
19.2
|
%
|
(a)
|
North America vehicle sales primarily represent sales to the end customer. Europe, Asia/Pacific, Middle East and Africa and South America vehicle sales primarily represent estimated sales to the end customer. In countries where end customer data is not readily available other data sources, such as wholesale or forecast volumes, are used to estimate vehicle sales.
|
(
b)
|
Certain fleet sales that are accounted for as operating leases are included in vehicle sales at the time of delivery to the daily rental car companies; however, revenue is not recognized at the date of initial delivery due to guaranteed repurchase obligations.
|
(c)
|
Vehicle sales data may include rounding differences.
|
(d)
|
Includes the vehicle sales for joint ventures in the table below. Joint venture vehicle sales for General Motors India Private Limited and Chevrolet Sales India Private Limited (collectively GM India) are included in the table below through August 31, 2012. Refer to Notes
3
and
8
to our consolidated financial statements for further detail on our joint ventures and the acquisition of GM India.
|
|
Years Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Joint venture sales in China
|
|
|
|
|
|
|||
Shanghai General Motors Co., Ltd (SGM)
|
—
|
|
|
—
|
|
|
1,200
|
|
SAIC General Motors Sales Co., Ltd.
|
1,512
|
|
|
1,331
|
|
|
—
|
|
SGMW and FAW-GM
|
1,644
|
|
|
1,501
|
|
|
1,342
|
|
Joint venture sales in India
|
|
|
|
|
|
|||
GM India
|
|
|
64
|
|
|
111
|
|
(e)
|
Our vehicle sales volumes in the year ended
December 31, 2013
reflect continued recovery in the U.S. despite an intense competitive environment. Growth was largely attributed to new portfolio entries. Our vehicle sales volumes in the year ended
December 31, 2012
reflect an intensified competitive environment in the U.S., including aggressive competitor pricing and media spending, as well as key competitor new product launches. Our vehicle sales volumes in the year ended
December 31, 2011
reflect the moderate improvement in certain facets of the U.S. economy which contributed to a slow but steady improvement in U.S. industry vehicle sales, as well as increased volumes in Russia and China.
|
|
Years Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
GMNA
|
758
|
|
|
775
|
|
|
740
|
|
GME
|
490
|
|
|
500
|
|
|
564
|
|
GMIO
|
415
|
|
|
408
|
|
|
378
|
|
GMSA
|
184
|
|
|
190
|
|
|
246
|
|
Total fleet sales
|
1,847
|
|
|
1,873
|
|
|
1,927
|
|
|
|
|
|
|
|
|||
Fleet sales as a percentage of total vehicle sales
|
19.0
|
%
|
|
20.1
|
%
|
|
21.4
|
%
|
|
Years Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Daily rental sales
|
439
|
|
|
431
|
|
|
417
|
|
Other fleet sales
|
217
|
|
|
242
|
|
|
222
|
|
Total fleet sales
|
656
|
|
|
673
|
|
|
639
|
|
Fleet sales as a percentage of total vehicle sales
|
|
|
|
|
|
|||
Cars
|
26.4
|
%
|
|
30.6
|
%
|
|
31.3
|
%
|
Trucks
|
24.2
|
%
|
|
25.3
|
%
|
|
24.2
|
%
|
Crossovers
|
18.6
|
%
|
|
19.2
|
%
|
|
18.8
|
%
|
Total vehicles
|
23.6
|
%
|
|
25.9
|
%
|
|
25.5
|
%
|
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
|||
GMNA
|
4,946
|
|
|
5,015
|
|
|
5,068
|
|
GME
|
7,087
|
|
|
7,574
|
|
|
7,745
|
|
GMIO
|
7,472
|
|
|
6,915
|
|
|
6,901
|
|
GMSA
|
1,201
|
|
|
1,250
|
|
|
1,162
|
|
Total worldwide
|
20,706
|
|
|
20,754
|
|
|
20,876
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
|||
GMNA(a)
|
109
|
|
|
101
|
|
|
98
|
|
GME
|
35
|
|
|
37
|
|
|
39
|
|
GMIO(b)
|
38
|
|
|
39
|
|
|
34
|
|
GMSA
|
31
|
|
|
32
|
|
|
33
|
|
GM Financial(c)
|
6
|
|
|
4
|
|
|
3
|
|
Total Worldwide
|
219
|
|
|
213
|
|
|
207
|
|
|
|
|
|
|
|
|||
U.S. - Salaried
|
36
|
|
|
30
|
|
|
29
|
|
U.S. - Hourly
|
51
|
|
|
50
|
|
|
48
|
|
(a)
|
Increase in GMNA employees in the year ended December 31, 2013 includes an increase of approximately 4,000 employees due to insourcing of certain information technology support functions that were previously provided by outside parties and an increase of approximately 3,000 employees due to increase in launches and ramp up in manufacturing volume.
|
(b)
|
Increase in GMIO employees in the year ended December 31, 2012 includes an increase of 4,000 employees due to the acquisition of GM India.
Refer to
Note 3
to our consolidated financial statements for detail regarding the acquisition.
|
(c)
|
Increase in GM Financial employees in the year ended December 31, 2013 is due to the acquisition of certain Ally Financial international operations.
|
Name and (Age)
|
|
Present GM Position (and Effective Date)
|
|
Positions Held During the Past Five Years if Other than Present GM Position (and Effective Date)
|
Mary T. Barra (52)
|
|
Chief Executive Officer and Member of the Board of Directors (2014)
|
|
Executive Vice President, Global Product Development, Purchasing & Supply Chain (2013)
Senior Vice President, Global Product Development (2011)
Vice President, Global Human Resources (2009)
Vice President, Global Manufacturing Engineering (2008)
|
Daniel Ammann (41)
|
|
President (2014)
|
|
Executive Vice President & Chief Financial Officer (2013)
Senior Vice President & Chief Financial Officer (2011)
GM Vice President, Finance & Treasurer (2010)
Morgan Stanley - Managing Director and Head of Industrial Investment Banking (2004)
|
Jaime Ardila (58)
|
|
Executive Vice President & President, South America (2013)
|
|
Vice President & President, South America (2010)
President and Managing Director of GM Mercosur (2007)
|
Alan S. Batey (50)
|
|
Executive Vice President & President, GM North America (2014)
|
|
Senior Vice President, Global Chevrolet and Brand Chief and U. S. Sales and Marketing (2013)
GM Vice President, U.S. Sales and Service, and Interim GM Chief Marketing Officer (2012)
Vice President, U.S. Chevrolet Sales and Service (2010)
Chairman & Managing Director, Holden, Ltd. (2009)
Executive Director, Sales, Marketing & Aftersales, Holden, Ltd. (2006)
|
James B. DeLuca (52)
|
|
Executive Vice President, Global Manufacturing (2014)
|
|
Vice President, Manufacturing, GM International Operations (2013)
Vice President, Quality, GM International Operations (2009)
Vice President, Quality, GM Asia Pacific and GM Daewoo Auto & Technology (2007)
|
Name and (Age)
|
|
Present GM Position (and Effective Date)
|
|
Positions Held During the Past Five Years if Other than Present GM Position (and Effective Date)
|
Stefan Jacoby (55)
|
|
Executive Vice President Consolidated International Operations (2013)
|
|
Volvo Car Corporation - Global Chief Executive Officer and President (2010)
Volkswagen Group of America - Chief Executive Officer and President (2007)
|
Timothy E. Lee (63)(a)
|
|
Executive Vice President & Chairman, GM China, Inc. (2014)
|
|
Executive Vice President, Global Manufacturing & Chairman, GM China, Inc. (2013)
Executive Vice President, Global Manufacturing & President, International Operations (2013)
GM Vice President, Global Manufacturing & President, International Operations (2012)
GM Vice President & President, International Operations (2009)
Group Vice President, Global Manufacturing and Labor (2009)
GM North America Vice President, Manufacturing (2006)
|
Michael P. Millikin (65)
|
|
Executive Vice President & General Counsel (2013)
|
|
Senior Vice President & General Counsel (2011)
GM Vice President & General Counsel (2009)
Associate General Counsel (2005)
|
Karl-Thomas Neumann (52)
|
|
Executive Vice President & President, GM Europe & Chairman of the Management Board of Adam Opel AG (2013)
|
|
CEO, Adam Opel AG & President, GM Europe (2013)
Volkswagen Group China - Chief Executive Officer and President (2010)
Volkswagen Group - Executive Vice President, Electromobility (2009)
Continental AG - Chief Executive Officer & Chief Technology Officer, Division Powertrain and President, Division Chassis & Safety (2008)
|
Mark L. Reuss (50)
|
|
Executive Vice President, Global Product Development, Purchasing & Supply Chain (2014)
|
|
Executive Vice President & President, North America (2013)
GM Vice President & President, North America (2009)
GM Vice President, Global Vehicle Engineering (2009)
President & Managing Director, GM Holden, Ltd. (2008)
|
Charles K. Stevens, III (54)
|
|
Executive Vice President & Chief Financial Officer (2014)
|
|
Chief Financial Officer, GM North America (2010)
Interim Chief Financial Officer, GM South America (2011)
Executive Director, Finance, GM de Mexico (2008)
|
Matthew Tsien (53)
|
|
Executive Vice President & President, GM China, Inc. (2014)
|
|
GM Consolidated International Operations Vice President, Planning, Program Management, & Strategic Alliances China (2012)
Executive Vice President, SAIC GM Wuling (2009)
|
Thomas Timko (45)
|
|
GM Vice President, Controller & Chief Accounting Officer (2013)
|
|
Applied Materials Inc. - Corporate Vice President, Chief Accounting Officer, and Corporate Controller (2010)
Delphi Automotive Corporation - Chief Accounting Officer and Controller (2006)
|
(a)
|
Retiring effective April 1, 2014.
|
•
|
investments in our product portfolio;
|
•
|
a revised brand strategy;
|
•
|
significant management changes;
|
•
|
reducing material, development and production costs; and
|
•
|
leveraging synergies from the alliance between us and Peugeot S.A. (PSA).
|
•
|
The ability to close the acquisition of GMAC-SAIC and integrate the acquired Ally Financial international operations into its business successfully;
|
•
|
The availability of borrowings under its credit facilities to fund its consumer and dealer finance activities pending securitization;
|
•
|
Its ability to transfer finance receivables and leases to securitization trusts and sell securities in the asset-backed securities market to generate cash proceeds to repay its credit facilities and fund additional finance receivables and leases;
|
•
|
The performance of loans and leases in its portfolio, which could be materially affected by delinquencies, defaults or prepayments;
|
•
|
Wholesale auction values of used vehicles;
|
•
|
Higher than expected vehicle return rates and the residual value performance on vehicles GM Financial leases; and
|
•
|
Fluctuations in interest rates and currencies.
|
•
|
Economic downturns in foreign countries or geographic regions where we have significant operations, such as China;
|
•
|
Economic tensions between governments and changes in international trade and investment policies, including imposing restrictions on the repatriation of dividends, especially between the U.S. and China;
|
•
|
Foreign regulations restricting our ability to sell our products in those countries;
|
•
|
Differing local product preferences and product requirements, including fuel economy, vehicle emissions and safety;
|
•
|
Liabilities resulting from U.S. and foreign laws and regulations, including those related to the Foreign Corrupt Practices Act and certain other anti-corruption laws;
|
•
|
Differing labor regulations and union relationships;
|
•
|
Consequences from changes in tax laws;
|
•
|
Difficulties in obtaining financing in foreign countries for local operations; and
|
•
|
Political and economic instability, natural calamities, war and terrorism.
|
|
Years Ended December 31,
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
Quarter
|
|
|
|
|
|
|
|
||||||||
First
|
$
|
30.68
|
|
|
$
|
26.19
|
|
|
$
|
27.68
|
|
|
$
|
20.75
|
|
Second
|
$
|
35.49
|
|
|
$
|
27.11
|
|
|
$
|
27.03
|
|
|
$
|
19.24
|
|
Third
|
$
|
37.97
|
|
|
$
|
33.41
|
|
|
$
|
25.15
|
|
|
$
|
18.72
|
|
Fourth
|
$
|
41.85
|
|
|
$
|
33.92
|
|
|
$
|
28.90
|
|
|
$
|
22.67
|
|
|
Total Number of Shares Purchased(a)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased Under the Program
|
|
Approximate Dollar Value of Shares That May Yet be Purchased Under the Program
|
|||
October 1, 2013 through October 31, 2013
|
1,833,227
|
|
|
$
|
36.50
|
|
|
N/A
|
|
N/A
|
November 1, 2013 through November 30, 2013
|
33,732
|
|
|
$
|
36.34
|
|
|
N/A
|
|
N/A
|
December 1, 2013 through December 31, 2013
|
1,989
|
|
|
$
|
39.12
|
|
|
N/A
|
|
N/A
|
Total
|
1,868,948
|
|
|
$
|
36.50
|
|
|
|
|
|
(a)
|
Represents shares of common stock delivered by employees or directors back to us for the payment of taxes resulting from issuance of common stock upon the vesting of Restricted Stock Units and Restricted Stock Awards relating to compensation plans and shares of common stock retained by us for the payment of exercise price upon the exercise of warrants. Refer to
Note 23
to our consolidated financial statements for additional details on employee stock incentive plans and
Note 21
to our consolidated financial statements for additional details on warrants issued.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
Years Ended December 31,
|
|
July 10, 2009 Through December 31, 2009
|
|
|
January 1, 2009 Through July 9, 2009
|
||||||||||||||||||
2013
|
|
2012
|
|
2011
|
|
2010
|
|
|
||||||||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total net sales and revenue(a)
|
$
|
155,427
|
|
|
$
|
152,256
|
|
|
$
|
150,276
|
|
|
$
|
135,592
|
|
|
$
|
57,474
|
|
|
|
$
|
47,115
|
|
Reorganization gains, net(b)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
128,155
|
|
Income (loss) from continuing operations
|
$
|
5,331
|
|
|
$
|
6,136
|
|
|
$
|
9,287
|
|
|
$
|
6,503
|
|
|
$
|
(3,786
|
)
|
|
|
$
|
109,003
|
|
Net (income) loss attributable to noncontrolling interests
|
15
|
|
|
52
|
|
|
(97
|
)
|
|
(331
|
)
|
|
(511
|
)
|
|
|
115
|
|
||||||
Net income (loss) attributable to stockholders(c)
|
$
|
5,346
|
|
|
$
|
6,188
|
|
|
$
|
9,190
|
|
|
$
|
6,172
|
|
|
$
|
(4,297
|
)
|
|
|
$
|
109,118
|
|
Net income (loss) attributable to common stockholders
|
$
|
3,770
|
|
|
$
|
4,859
|
|
|
$
|
7,585
|
|
|
$
|
4,668
|
|
|
$
|
(4,428
|
)
|
|
|
$
|
109,118
|
|
Basic earnings (loss) per common share(d)
|
$
|
2.71
|
|
|
$
|
3.10
|
|
|
$
|
4.94
|
|
|
$
|
3.11
|
|
|
$
|
(3.58
|
)
|
|
|
$
|
178.63
|
|
Diluted earnings (loss) per common share(d)
|
$
|
2.38
|
|
|
$
|
2.92
|
|
|
$
|
4.58
|
|
|
$
|
2.89
|
|
|
$
|
(3.58
|
)
|
|
|
$
|
178.55
|
|
Balance Sheet Data (as of period end):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total assets(a)
|
$
|
166,344
|
|
|
$
|
149,422
|
|
|
$
|
144,603
|
|
|
$
|
138,898
|
|
|
$
|
136,295
|
|
|
|
|
||
Automotive notes and loans payable(e)
|
$
|
7,137
|
|
|
$
|
5,172
|
|
|
$
|
5,295
|
|
|
$
|
4,630
|
|
|
$
|
15,783
|
|
|
|
|
||
GM Financial notes and loans payable(a)
|
$
|
29,046
|
|
|
$
|
10,878
|
|
|
$
|
8,538
|
|
|
$
|
7,032
|
|
|
|
|
|
|
||||
Series A Preferred Stock(f)
|
$
|
3,109
|
|
|
$
|
5,536
|
|
|
$
|
5,536
|
|
|
$
|
5,536
|
|
|
$
|
6,998
|
|
|
|
|
||
Series B Preferred Stock(g)
|
$
|
—
|
|
|
$
|
4,855
|
|
|
$
|
4,855
|
|
|
$
|
4,855
|
|
|
|
|
|
|
||||
Equity(h)
|
$
|
43,174
|
|
|
$
|
37,000
|
|
|
$
|
38,991
|
|
|
$
|
37,159
|
|
|
$
|
21,957
|
|
|
|
|
(a)
|
GM Financial was consolidated effective October 1, 2010. GM Financial acquired Ally Financial's international operations in Europe and Latin America in the year ended December 31, 2013.
|
(b)
|
In the period January 1, 2009 through July 9, 2009 Old GM recorded Reorganization gains, net of $128.2 billion directly associated with filing of certain of its direct and indirect subsidiaries voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York, the 363 Sale of Old GM and certain of its direct and indirect subsidiaries and the application of fresh-start reporting.
|
(c)
|
In the year ended December 31, 2012 we recorded Goodwill impairment charges of $27.1 billion, the reversal of deferred tax valuation allowances of
$36.3 billion
in the U.S. and Canada, pension settlement charges of
$2.7 billion
and GME long-lived asset impairment charges of
$5.5 billion
.
|
(d)
|
In the years ended December 31, 2012 and 2011 we used the two-class method for calculating earnings per share as the Series B Preferred Stock was a participating security due to the applicable market value of our common stock being below $33.00 per common share. Refer to
Note 22
to our consolidated financial statements for additional detail.
|
(e)
|
In December 2010 GM Korea terminated its $1.2 billion credit facility following the repayment of the remaining $1.0 billion under the facility.
|
(f)
|
In September 2013 we purchased 120 million shares of our Series A Preferred Stock held by the New VEBA for $3.2 billion. In December 2010 we purchased 84 million shares from the UST for $2.1 billion.
|
(g)
|
In December 2013 all of our Series B Preferred Stock automatically converted into
137 million
shares of our common stock. Our Series B Preferred Stock was issued in a public offering in November and December 2010.
|
(h)
|
In December 2012 we purchased
200 million
shares of our common stock for a total of $5.5 billion, which directly reduced shareholder's equity by
$5.1 billion
and we recorded a charge to earnings of
$0.4 billion
. Our Series A Preferred Stock was reclassified from temporary equity to permanent equity in the year ended December 31, 2010.
|
•
|
Deliver a product portfolio of the world’s best vehicles that includes cars, crossovers and trucks, allowing us to maximize sales under any market condition;
|
•
|
Sell our vehicles globally by targeting developed markets, which are projected to have increases in vehicle demand as the global economy recovers, and further strengthening our position in high growth emerging markets;
|
•
|
Improve revenue realization and maintain a competitive cost structure to allow us to remain profitable at lower industry volumes and across the lifecycle of our product portfolio;
|
•
|
Maintain a strong balance sheet by reducing financial leverage given the high operating leverage of our business model; and
|
•
|
Ensure that our dealers and customers have consistently available, transparent and competitive financing options through GM Financial and other providers.
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
|
Total
|
|||||||||||||||||
|
(Dollars in millions)
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Automotive
|
$
|
152,092
|
|
|
$
|
150,295
|
|
|
$
|
1,797
|
|
|
1.2
|
%
|
|
|
$
|
(0.2
|
)
|
|
$
|
1.7
|
|
|
$
|
2.2
|
|
|
$
|
(1.9
|
)
|
|
$
|
1.8
|
|
GM Financial
|
3,335
|
|
|
1,961
|
|
|
1,374
|
|
|
70.1
|
%
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
1.4
|
|
||||||||
Total net sales and revenue
|
$
|
155,427
|
|
|
$
|
152,256
|
|
|
$
|
3,171
|
|
|
2.1
|
%
|
|
|
$
|
(0.2
|
)
|
|
$
|
1.7
|
|
|
$
|
2.2
|
|
|
$
|
(0.5
|
)
|
|
$
|
3.2
|
|
|
Years Ended December 31,
|
|
Year Ended 2012 vs. 2011 Change
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
|
Total
|
|||||||||||||||||
|
(Dollars in millions)
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Automotive
|
$
|
150,295
|
|
|
$
|
148,866
|
|
|
$
|
1,429
|
|
|
1.0
|
%
|
|
|
$
|
2.1
|
|
|
$
|
3.0
|
|
|
$
|
1.6
|
|
|
$
|
(5.3
|
)
|
|
$
|
1.4
|
|
GM Financial
|
1,961
|
|
|
1,410
|
|
|
551
|
|
|
39.1
|
%
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
||||||||
Total net sales and revenue
|
$
|
152,256
|
|
|
$
|
150,276
|
|
|
$
|
1,980
|
|
|
1.3
|
%
|
|
|
$
|
2.1
|
|
|
$
|
3.0
|
|
|
$
|
1.6
|
|
|
$
|
(4.7
|
)
|
|
$
|
2.0
|
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
|
Variance Due To
|
|||||||||||||||||||||||||
|
2013
|
|
2012
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Other
|
|
Total
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||
Automotive cost of sales
|
$
|
134,925
|
|
|
$
|
140,236
|
|
|
$
|
5,311
|
|
|
3.8
|
%
|
|
|
$
|
0.3
|
|
|
$
|
(2.3
|
)
|
|
$
|
7.3
|
|
|
$
|
5.3
|
|
Automotive gross margin
|
$
|
17,167
|
|
|
$
|
10,059
|
|
|
$
|
7,108
|
|
|
70.7
|
%
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Year Ended 2012 vs. 2011 Change
|
|
|
Variance Due To
|
|||||||||||||||||||||||||
|
2012
|
|
2011
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Other
|
|
Total
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||
Automotive cost of sales
|
$
|
140,236
|
|
|
$
|
130,386
|
|
|
$
|
(9,850
|
)
|
|
(7.6
|
)%
|
|
|
$
|
(0.9
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
(9.9
|
)
|
Automotive gross margin
|
$
|
10,059
|
|
|
$
|
18,480
|
|
|
$
|
(8,421
|
)
|
|
(45.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
Year Ended 2012 vs. 2011 Change
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||||||
GM Financial operating and other expenses
|
$
|
2,448
|
|
|
$
|
1,207
|
|
|
$
|
785
|
|
|
$
|
1,241
|
|
|
102.8
|
%
|
|
$
|
422
|
|
|
53.8
|
%
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
Year Ended 2012 vs. 2011 Change
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||||||
Automotive selling, general and administrative expense
|
$
|
12,382
|
|
|
$
|
14,031
|
|
|
$
|
12,163
|
|
|
$
|
(1,649
|
)
|
|
(11.8
|
)%
|
|
$
|
1,868
|
|
|
15.4
|
%
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
Year Ended 2012 vs. 2011 Change
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||
Goodwill impairment charges
|
$
|
541
|
|
|
$
|
27,145
|
|
|
$
|
1,286
|
|
|
$
|
(26,604
|
)
|
|
(98.0
|
)%
|
|
$
|
25,859
|
|
|
n.m.
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
Year Ended 2012 vs. 2011 Change
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||||||
Automotive interest expense
|
$
|
334
|
|
|
$
|
489
|
|
|
$
|
540
|
|
|
$
|
(155
|
)
|
|
(31.7
|
)%
|
|
$
|
(51
|
)
|
|
(9.4
|
)%
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
Year Ended 2012 vs. 2011 Change
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||||||
Interest income and other non-operating income, net
|
$
|
1,063
|
|
|
$
|
845
|
|
|
$
|
851
|
|
|
$
|
218
|
|
|
25.8
|
%
|
|
$
|
(6
|
)
|
|
(0.7
|
)%
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
Year Ended 2012 vs. 2011 Change
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||
Gain (loss) on extinguishment of debt
|
$
|
(212
|
)
|
|
$
|
(250
|
)
|
|
$
|
18
|
|
|
$
|
38
|
|
|
15.2
|
%
|
|
$
|
(268
|
)
|
|
n.m.
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
Year Ended 2012 vs. 2011 Change
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||||||
China joint ventures (China JVs)
|
$
|
1,763
|
|
|
$
|
1,521
|
|
|
$
|
1,511
|
|
|
$
|
242
|
|
|
15.9
|
%
|
|
$
|
10
|
|
|
0.7
|
%
|
New Delphi (including gain on disposition)
|
—
|
|
|
—
|
|
|
1,727
|
|
|
—
|
|
|
n.m.
|
|
|
(1,727
|
)
|
|
n.m.
|
|
|||||
Others
|
47
|
|
|
41
|
|
|
(46
|
)
|
|
6
|
|
|
14.6
|
%
|
|
87
|
|
|
n.m.
|
|
|||||
Total equity income and gain on investments
|
$
|
1,810
|
|
|
$
|
1,562
|
|
|
$
|
3,192
|
|
|
$
|
248
|
|
|
15.9
|
%
|
|
$
|
(1,630
|
)
|
|
(51.1
|
)%
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
Year Ended 2012 vs. 2011 Change
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||||
Income tax expense (benefit)
|
$
|
2,127
|
|
|
$
|
(34,831
|
)
|
|
$
|
(110
|
)
|
|
$
|
36,958
|
|
|
n.m.
|
|
$
|
(34,721
|
)
|
|
n.m.
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
Automotive
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
EBIT-adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
GMNA
|
$
|
7,461
|
|
|
97.1
|
%
|
|
$
|
6,470
|
|
|
90.9
|
%
|
|
$
|
6,779
|
|
|
88.2
|
%
|
GME
|
(844
|
)
|
|
(11.0
|
)%
|
|
(1,939
|
)
|
|
(27.2
|
)%
|
|
(1,041
|
)
|
|
(13.6
|
)%
|
|||
GMIO
|
1,230
|
|
|
16.0
|
%
|
|
2,528
|
|
|
35.5
|
%
|
|
2,232
|
|
|
29.1
|
%
|
|||
GMSA
|
327
|
|
|
4.3
|
%
|
|
457
|
|
|
6.4
|
%
|
|
158
|
|
|
2.1
|
%
|
|||
Corporate and eliminations
|
(494
|
)
|
|
(6.4
|
)%
|
|
(400
|
)
|
|
(5.6
|
)%
|
|
(446
|
)
|
|
(5.8
|
)%
|
|||
Total automotive EBIT-adjusted
|
7,680
|
|
|
100.0
|
%
|
|
7,116
|
|
|
100.0
|
%
|
|
7,682
|
|
|
100.0
|
%
|
|||
Adjustments
|
(790
|
)
|
|
|
|
(36,106
|
)
|
|
|
|
861
|
|
|
|
||||||
Corporate interest income
|
249
|
|
|
|
|
343
|
|
|
|
|
455
|
|
|
|
||||||
Automotive interest expense
|
338
|
|
|
|
|
489
|
|
|
|
|
540
|
|
|
|
||||||
Loss on extinguishment of debt
|
212
|
|
|
|
|
250
|
|
|
|
|
—
|
|
|
|
||||||
Automotive Financing
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
GM Financial income before income taxes
|
898
|
|
|
|
|
744
|
|
|
|
|
622
|
|
|
|
||||||
Adjustments
|
(15
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Eliminations
|
1
|
|
|
|
|
(1
|
)
|
|
|
|
—
|
|
|
|
||||||
Income tax expense (benefit)
|
2,127
|
|
|
|
|
(34,831
|
)
|
|
|
|
(110
|
)
|
|
|
||||||
Net income attributable to stockholders
|
$
|
5,346
|
|
|
|
|
$
|
6,188
|
|
|
|
|
$
|
9,190
|
|
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||||||
|
GMNA
|
|
GME
|
|
GMIO
|
|
GMSA
|
|
Corporate
|
|
Total
|
||||||||||||
Impairment charges of property and intangible assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(774
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(774
|
)
|
Costs related to our plans to cease mainstream distribution of Chevrolet brand in Europe
|
—
|
|
|
—
|
|
|
(621
|
)
|
|
—
|
|
|
—
|
|
|
(621
|
)
|
||||||
Reversal of GM Korea wage litigation accrual
|
—
|
|
|
—
|
|
|
577
|
|
|
—
|
|
|
—
|
|
|
577
|
|
||||||
Gain on sale of equity investment in Ally Financial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
483
|
|
|
483
|
|
||||||
Goodwill impairment charges
|
—
|
|
|
—
|
|
|
(442
|
)
|
|
—
|
|
|
—
|
|
|
(442
|
)
|
||||||
Venezuela currency devaluation
|
—
|
|
|
—
|
|
|
—
|
|
|
(162
|
)
|
|
—
|
|
|
(162
|
)
|
||||||
Gain on sale of equity investment in PSA
|
—
|
|
|
152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152
|
|
||||||
Noncontrolling interests related to redemption of the GM Korea mandatorily redeemable preferred shares
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
||||||
Pension settlement charges
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
||||||
Charges related to PSA product development agreement
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
||||||
Income related to insurance recoveries
|
5
|
|
|
1
|
|
|
24
|
|
|
5
|
|
|
—
|
|
|
35
|
|
||||||
Total adjustments to automotive EBIT
|
$
|
(100
|
)
|
|
$
|
153
|
|
|
$
|
(1,169
|
)
|
|
$
|
(157
|
)
|
|
$
|
483
|
|
|
$
|
(790
|
)
|
|
Year Ended December 31, 2012
|
||||||||||||||||||||||
|
GMNA
|
|
GME
|
|
GMIO
|
|
GMSA
|
|
Corporate
|
|
Total
|
||||||||||||
Goodwill impairment charges
|
$
|
(26,399
|
)
|
|
$
|
(590
|
)
|
|
$
|
(132
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27,121
|
)
|
Impairment charges of property
|
—
|
|
|
(3,714
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,714
|
)
|
||||||
Pension settlement charges
|
(2,662
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,662
|
)
|
||||||
Impairment charges of intangible assets
|
—
|
|
|
(1,755
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,755
|
)
|
||||||
Premium paid to purchase our common stock from the UST
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(402
|
)
|
|
(402
|
)
|
||||||
GM Korea wage litigation accrual
|
—
|
|
|
—
|
|
|
(336
|
)
|
|
—
|
|
|
—
|
|
|
(336
|
)
|
||||||
Impairment charge related to investment in PSA
|
—
|
|
|
(220
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
||||||
Income related to insurance recoveries
|
9
|
|
|
7
|
|
|
112
|
|
|
27
|
|
|
—
|
|
|
155
|
|
||||||
Charge to record GMS assets and liabilities to estimated fair value
|
—
|
|
|
(119
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
||||||
Noncontrolling interests related to redemption of the GM Korea mandatorily redeemable preferred shares
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
||||||
Total adjustments to automotive EBIT
|
$
|
(29,052
|
)
|
|
$
|
(6,391
|
)
|
|
$
|
(288
|
)
|
|
$
|
27
|
|
|
$
|
(402
|
)
|
|
$
|
(36,106
|
)
|
|
Year Ended December 31, 2011
|
||||||||||||||||||||||
|
GMNA
|
|
GME
|
|
GMIO
|
|
GMSA
|
|
Corporate
|
|
Total
|
||||||||||||
Gain on sale of our New Delphi Class A Membership Interests
|
$
|
1,645
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,645
|
|
Goodwill impairment charges
|
—
|
|
|
(1,016
|
)
|
|
(258
|
)
|
|
—
|
|
|
—
|
|
|
(1,274
|
)
|
||||||
Gain related to HCT settlement
|
749
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
749
|
|
||||||
Impairment related to Ally Financial common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(555
|
)
|
|
(555
|
)
|
||||||
Gain on sale of Ally Financial preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
339
|
|
|
339
|
|
||||||
Charges related to GM India
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
||||||
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
63
|
|
||||||
Total adjustments to automotive EBIT
|
$
|
2,394
|
|
|
$
|
(1,016
|
)
|
|
$
|
(364
|
)
|
|
$
|
63
|
|
|
$
|
(216
|
)
|
|
$
|
861
|
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
|
Total
|
|||||||||||||||||
|
(Dollars in millions)
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
95,099
|
|
|
$
|
89,910
|
|
|
$
|
5,189
|
|
|
5.8
|
%
|
|
|
$
|
1.7
|
|
|
$
|
1.3
|
|
|
$
|
1.9
|
|
|
$
|
0.3
|
|
|
$
|
5.2
|
|
EBIT-adjusted
|
$
|
7,461
|
|
|
$
|
6,470
|
|
|
$
|
991
|
|
|
15.3
|
%
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
(1.4
|
)
|
|
$
|
1.0
|
|
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
3,276
|
|
|
3,207
|
|
|
69
|
|
|
2.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Year Ended 2012 vs. 2011 Change
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
|
Total
|
|||||||||||||||||
|
(Dollars in millions)
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
89,910
|
|
|
$
|
85,991
|
|
|
$
|
3,919
|
|
|
4.6
|
%
|
|
|
$
|
3.8
|
|
|
$
|
0.7
|
|
|
$
|
0.5
|
|
|
$
|
(1.1
|
)
|
|
$
|
3.9
|
|
EBIT-adjusted
|
$
|
6,470
|
|
|
$
|
6,779
|
|
|
$
|
(309
|
)
|
|
(4.6
|
)%
|
|
|
$
|
1.1
|
|
|
$
|
(0.6
|
)
|
|
$
|
0.5
|
|
|
$
|
(1.3
|
)
|
|
$
|
(0.3
|
)
|
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
3,207
|
|
|
3,053
|
|
|
154
|
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Year Ended 2012 vs. 2011 Change
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
|
Total
|
|||||||||||||||||
|
(Dollars in millions)
|
|
|
|
|
|
(Dollars in billions)
|
||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
20,689
|
|
|
$
|
25,154
|
|
|
$
|
(4,465
|
)
|
|
(17.8
|
)%
|
|
|
$
|
(2.4
|
)
|
|
$
|
0.4
|
|
|
$
|
(0.2
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
(4.5
|
)
|
EBIT (loss)-adjusted
|
$
|
(1,939
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
(898
|
)
|
|
86.3
|
%
|
|
|
$
|
(0.5
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.9
|
)
|
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
1,079
|
|
|
1,240
|
|
|
(161
|
)
|
|
(13.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Total wholesale vehicles(a)
|
3,239
|
|
|
2,909
|
|
|
2,573
|
|
|||
Market share
|
14.3
|
%
|
|
14.6
|
%
|
|
13.6
|
%
|
|||
Total net sales and revenue
|
$
|
38,767
|
|
|
$
|
33,364
|
|
|
$
|
30,511
|
|
Net income
|
$
|
3,685
|
|
|
$
|
3,198
|
|
|
$
|
3,203
|
|
(a)
|
Including vehicles exported to markets outside of China.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Cash and cash equivalents
|
$
|
6,606
|
|
|
$
|
5,522
|
|
Debt
|
$
|
151
|
|
|
$
|
123
|
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
|
Total
|
|||||||||||||||||
|
(Dollars in millions)
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
20,263
|
|
|
$
|
22,954
|
|
|
$
|
(2,691
|
)
|
|
(11.7
|
)%
|
|
|
$
|
(1.3
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(2.7
|
)
|
EBIT-adjusted
|
$
|
1,230
|
|
|
$
|
2,528
|
|
|
$
|
(1,298
|
)
|
|
(51.3
|
)%
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(1.3
|
)
|
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
1,037
|
|
|
1,109
|
|
|
(72
|
)
|
|
(6.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Year Ended 2012 vs. 2011 Change
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
|
Total
|
|||||||||||||||||
|
(Dollars in millions)
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
22,954
|
|
|
$
|
21,031
|
|
|
$
|
1,923
|
|
|
9.1
|
%
|
|
|
$
|
1.4
|
|
|
$
|
0.3
|
|
|
$
|
0.8
|
|
|
$
|
(0.6
|
)
|
|
$
|
1.9
|
|
EBIT-adjusted
|
$
|
2,528
|
|
|
$
|
2,232
|
|
|
$
|
296
|
|
|
13.3
|
%
|
|
|
$
|
0.5
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.8
|
|
|
$
|
(0.9
|
)
|
|
$
|
0.3
|
|
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
1,109
|
|
|
1,039
|
|
|
70
|
|
|
6.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
|
Total
|
|||||||||||||||||
|
(Dollars in millions)
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
16,478
|
|
|
$
|
16,700
|
|
|
$
|
(222
|
)
|
|
(1.3
|
)%
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
0.9
|
|
|
$
|
(1.7
|
)
|
|
$
|
(0.2
|
)
|
EBIT-adjusted
|
$
|
327
|
|
|
$
|
457
|
|
|
$
|
(130
|
)
|
|
(28.4
|
)%
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.9
|
|
|
$
|
(1.3
|
)
|
|
$
|
(0.1
|
)
|
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
1,053
|
|
|
1,050
|
|
|
3
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Year Ended 2012 vs. 2011 Change
|
|
|
Variance Due To
|
|||||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
Favorable/ (Unfavorable)
|
|
%
|
|
|
Volume
|
|
Mix
|
|
Price
|
|
Other
|
|
Total
|
|||||||||||||||||
|
(Dollars in millions)
|
|
|
|
|
(Dollars in billions)
|
|||||||||||||||||||||||||||||
Total net sales and revenue
|
$
|
16,700
|
|
|
$
|
16,632
|
|
|
$
|
68
|
|
|
0.4
|
%
|
|
|
$
|
(0.6
|
)
|
|
$
|
1.6
|
|
|
$
|
0.5
|
|
|
$
|
(1.4
|
)
|
|
$
|
0.1
|
|
EBIT-adjusted
|
$
|
457
|
|
|
$
|
158
|
|
|
$
|
299
|
|
|
189.2
|
%
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
$
|
(0.4
|
)
|
|
$
|
0.3
|
|
|
(Vehicles in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Wholesale vehicle sales
|
1,050
|
|
|
1,090
|
|
|
(40
|
)
|
|
(3.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
Year Ended 2012 vs. 2011 Change
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||
Total revenue
|
$
|
3,344
|
|
|
$
|
1,961
|
|
|
$
|
1,410
|
|
|
$
|
1,383
|
|
|
70.5
|
%
|
|
$
|
551
|
|
|
39.1
|
%
|
Provision for loan losses
|
$
|
475
|
|
|
$
|
304
|
|
|
$
|
178
|
|
|
$
|
171
|
|
|
56.3
|
%
|
|
$
|
126
|
|
|
70.8
|
%
|
Income before income taxes
|
$
|
883
|
|
|
$
|
744
|
|
|
$
|
622
|
|
|
$
|
139
|
|
|
18.7
|
%
|
|
$
|
122
|
|
|
19.6
|
%
|
|
(Dollars in billions)
|
||||||||||||||||||||||||
Average debt outstanding
|
$
|
21.0
|
|
|
$
|
9.5
|
|
|
$
|
7.6
|
|
|
$
|
11.5
|
|
|
121.1
|
%
|
|
$
|
1.9
|
|
|
25.0
|
%
|
Effective rate of interest paid
|
3.4
|
%
|
|
3.0
|
%
|
|
2.7
|
%
|
|
0.4
|
%
|
|
|
|
0.3
|
%
|
|
|
|
Years Ended December 31,
|
|
Year Ended 2013 vs. 2012 Change
|
|
Year Ended 2012 vs. 2011 Change
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||
Net income (loss) attributable to stockholders
|
$
|
(2,138
|
)
|
|
$
|
33,809
|
|
|
$
|
(452
|
)
|
|
$
|
(35,947
|
)
|
|
n.m.
|
|
$
|
34,261
|
|
|
n.m.
|
|
Years Ended
|
||||||
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||
Deferred tax asset valuation allowance release in U.S. and Canada
|
$
|
(36.3
|
)
|
|
$
|
36.3
|
|
Other tax related matters
|
(0.5
|
)
|
|
(1.4
|
)
|
||
Impairment of investment in Ally Financial common stock
|
—
|
|
|
0.6
|
|
||
Premium paid to purchase common stock from UST
|
0.4
|
|
|
(0.4
|
)
|
||
Gain on sale of Ally Financial preferred and common stock
|
0.5
|
|
|
(0.3
|
)
|
||
Loss on extinguishment of debt
|
—
|
|
|
(0.3
|
)
|
||
Other
|
—
|
|
|
(0.2
|
)
|
||
|
$
|
(35.9
|
)
|
|
$
|
34.3
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Cash and cash equivalents
|
$
|
18,947
|
|
|
$
|
17,133
|
|
Marketable securities
|
8,972
|
|
|
8,988
|
|
||
Available liquidity
|
27,919
|
|
|
26,121
|
|
||
Available under credit facilities
|
10,404
|
|
|
11,119
|
|
||
Total available liquidity
|
$
|
38,323
|
|
|
$
|
37,240
|
|
|
Year Ended 2013 vs 2012
|
||
Operating cash flow
|
$
|
11.0
|
|
Less: capital expenditures
|
(7.5
|
)
|
|
Sale of investments in Ally Financial and PSA
|
1.2
|
|
|
Capital contribution to GM Financial for the acquisition of the Ally Financial international operations
|
(1.3
|
)
|
|
Dividends paid
|
(0.9
|
)
|
|
Decrease in available credit facilities
|
(0.7
|
)
|
|
Effect of foreign currency
|
(0.4
|
)
|
|
Other
|
(0.3
|
)
|
|
Total change in available liquidity
|
$
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
Operating Activities
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
4.7
|
|
|
$
|
5.6
|
|
|
$
|
8.9
|
|
Depreciation, amortization and impairments
|
7.6
|
|
|
38.5
|
|
|
7.3
|
|
|||
Pension & OPEB activities
|
(0.8
|
)
|
|
(0.5
|
)
|
|
(3.0
|
)
|
|||
Working capital
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(2.2
|
)
|
|||
Deferred tax valuation allowance release in the U.S. and Canada
|
—
|
|
|
(36.3
|
)
|
|
—
|
|
|||
Other
|
—
|
|
|
3.0
|
|
|
(3.6
|
)
|
|||
Cash flows from operating activities
|
$
|
11.0
|
|
|
$
|
9.6
|
|
|
$
|
7.4
|
|
|
Years Ended December 31,
|
||||||||||
Investing Activities
|
2013
|
|
2012
|
|
2011
|
||||||
Capital expenditures
|
$
|
(7.5
|
)
|
|
$
|
(8.1
|
)
|
|
$
|
(6.2
|
)
|
Liquidations (acquisitions) of marketable securities, net
|
0.1
|
|
|
6.9
|
|
|
(10.6
|
)
|
|||
Sale of our investment in Ally Financial
|
0.9
|
|
|
—
|
|
|
1.0
|
|
|||
Sale of our investment in Delphi
|
—
|
|
|
—
|
|
|
3.8
|
|
|||
Other
|
0.4
|
|
|
0.5
|
|
|
1.4
|
|
|||
Cash flows from investing activities
|
$
|
(6.1
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(10.6
|
)
|
|
Years Ended December 31,
|
||||||||||
Financing Activities
|
2013
|
|
2012
|
|
2011
|
||||||
Issuance of senior unsecured notes
|
$
|
4.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Prepayment of HCT notes
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|||
Early redemption of GM Korea preferred stock
|
(0.7
|
)
|
|
(0.7
|
)
|
|
—
|
|
|||
Purchase of Series A Preferred Stock
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of Common Stock (excluding charge related to purchase premium)
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|||
Dividends paid (excluding charge related to purchase of series A Preferred Stock)
|
(0.9
|
)
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|||
Other
|
—
|
|
|
(0.4
|
)
|
|
(1.0
|
)
|
|||
Cash flows from financing activities
|
$
|
(1.4
|
)
|
|
$
|
(7.1
|
)
|
|
$
|
(1.9
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Operating cash flow
|
$
|
11,021
|
|
|
$
|
9,631
|
|
|
$
|
7,429
|
|
Less: capital expenditures
|
(7,549
|
)
|
|
(8,055
|
)
|
|
(6,241
|
)
|
|||
Free cash flow
|
3,472
|
|
|
1,576
|
|
|
1,188
|
|
|||
Adjustments
|
225
|
|
|
2,712
|
|
|
1,830
|
|
|||
Adjusted free cash flow
|
$
|
3,697
|
|
|
$
|
4,288
|
|
|
$
|
3,018
|
|
|
Corporate
|
|
Secured Revolving Credit Facilities
|
|
Senior Unsecured
|
|
Outlook
|
DBRS Limited
|
BBB (low)
|
|
N/A
|
|
N/A
|
|
Stable
|
Fitch
|
BB+
|
|
BBB-
|
|
BB+
|
|
Positive
|
Moody's
|
Investment Grade
|
|
Baa2
|
|
Ba1
|
|
Stable
|
S&P
|
BB+
|
|
BBB
|
|
BB+
|
|
Positive
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Cash and cash equivalents
|
$
|
1,074
|
|
|
$
|
1,289
|
|
Borrowing capacity on unpledged eligible assets
|
1,650
|
|
|
1,349
|
|
||
Borrowing capacity on committed unsecured lines of credit
|
615
|
|
|
—
|
|
||
Available liquidity
|
$
|
3,339
|
|
|
$
|
2,638
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash provided by operating activities
|
$
|
1,609
|
|
|
$
|
974
|
|
|
$
|
737
|
|
Net cash used in investing activities
|
$
|
(8,215
|
)
|
|
$
|
(2,776
|
)
|
|
$
|
(2,112
|
)
|
Net cash provided by financing activities
|
$
|
5,143
|
|
|
$
|
2,318
|
|
|
$
|
1,520
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
U.S. hourly and salaried
|
$
|
128
|
|
|
$
|
2,420
|
|
|
$
|
1,962
|
|
Non-U.S.
|
886
|
|
|
855
|
|
|
836
|
|
|||
Total contributions
|
$
|
1,014
|
|
|
$
|
3,275
|
|
|
$
|
2,798
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
U.S. hourly and salaried
|
$
|
6,552
|
|
|
$
|
13,148
|
|
U.S. nonqualified
|
762
|
|
|
877
|
|
||
Total U.S. pension plans
|
7,314
|
|
|
14,025
|
|
||
Non-U.S.
|
12,542
|
|
|
13,760
|
|
||
Total underfunded
|
$
|
19,856
|
|
|
$
|
27,785
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
U.S. OPEB plans
|
$
|
5,110
|
|
|
$
|
6,271
|
|
Non-U.S. OPEB plans
|
1,238
|
|
|
1,528
|
|
||
Total unfunded
|
$
|
6,348
|
|
|
$
|
7,799
|
|
|
|
Pension Benefits(a)
|
|
Other Benefits
|
||||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
2014
|
|
$
|
5,780
|
|
|
$
|
1,609
|
|
|
$
|
376
|
|
|
$
|
77
|
|
2015
|
|
$
|
5,687
|
|
|
$
|
1,597
|
|
|
$
|
364
|
|
|
$
|
65
|
|
2016
|
|
$
|
5,475
|
|
|
$
|
1,688
|
|
|
$
|
352
|
|
|
$
|
65
|
|
2017
|
|
$
|
5,368
|
|
|
$
|
1,711
|
|
|
$
|
341
|
|
|
$
|
65
|
|
2018
|
|
$
|
5,210
|
|
|
$
|
1,581
|
|
|
$
|
332
|
|
|
$
|
66
|
|
2019 - 2023
|
|
$
|
24,019
|
|
|
$
|
7,858
|
|
|
$
|
1,576
|
|
|
$
|
357
|
|
(a)
|
Benefits for most U.S. pension plans and certain non-U.S. pension plans are paid out of plan assets rather than our Cash and cash equivalents.
|
|
Payments Due by Period
|
||||||||||||||||||
|
2014
|
|
2015-2016
|
|
2017-2018
|
|
2019 and after
|
|
Total
|
||||||||||
Automotive debt
|
$
|
389
|
|
|
$
|
26
|
|
|
$
|
1,781
|
|
|
$
|
4,741
|
|
|
$
|
6,937
|
|
Automotive Financing debt
|
13,594
|
|
|
10,672
|
|
|
4,030
|
|
|
750
|
|
|
29,046
|
|
|||||
Capital lease obligations
|
154
|
|
|
230
|
|
|
297
|
|
|
284
|
|
|
965
|
|
|||||
Automotive interest payments(a)
|
362
|
|
|
635
|
|
|
552
|
|
|
2,944
|
|
|
4,493
|
|
|||||
Automotive Financing interest payments(b)
|
766
|
|
|
833
|
|
|
232
|
|
|
141
|
|
|
1,972
|
|
|||||
Postretirement benefits(c)
|
259
|
|
|
279
|
|
|
3
|
|
|
—
|
|
|
541
|
|
|||||
Contractual commitments for capital expenditures
|
224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
224
|
|
|||||
Operating lease obligations
|
311
|
|
|
397
|
|
|
173
|
|
|
206
|
|
|
1,087
|
|
|||||
Other contractual commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Material
|
947
|
|
|
991
|
|
|
117
|
|
|
30
|
|
|
2,085
|
|
|||||
Marketing
|
1,089
|
|
|
780
|
|
|
267
|
|
|
181
|
|
|
2,317
|
|
|||||
Rental car repurchases
|
3,761
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,761
|
|
|||||
Policy, product warranty and recall campaigns liability
|
2,628
|
|
|
3,266
|
|
|
1,153
|
|
|
246
|
|
|
7,293
|
|
|||||
Other
|
980
|
|
|
522
|
|
|
462
|
|
|
670
|
|
|
2,634
|
|
|||||
Total contractual commitments(d)(e)
|
$
|
25,464
|
|
|
$
|
18,631
|
|
|
$
|
9,067
|
|
|
$
|
10,193
|
|
|
$
|
63,355
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-contractual postretirement benefits(f)
|
$
|
194
|
|
|
$
|
567
|
|
|
$
|
801
|
|
|
$
|
11,136
|
|
|
$
|
12,698
|
|
(a)
|
Amounts include Automotive interest payments based on contractual terms and current interest rates on our debt and capital lease obligations. Automotive interest payments based on variable interest rates were determined using the interest rate in effect at
December 31, 2013
.
|
(b)
|
GM Financial interest payments were determined using the interest rate in effect at
December 31, 2013
for floating rate debt and the contractual rates for fixed rate debt. GM Financial interest payments on floating rate tranches of the securitization notes payable were converted to a fixed rate based on the floating rate plus any expected hedge payments.
|
(c)
|
Amounts include OPEB payments under the current U.S. contractual labor agreements through 2015 and Canada labor agreements through 2016. Amounts do not include pension funding obligations, which are discussed below under the caption “Pension Funding Requirements.”
|
(d)
|
Amounts do not include future cash payments for long-term purchase obligations and other accrued expenditures (unless specifically listed in the table above) which were recorded in Accounts payable or Accrued liabilities at
December 31, 2013
.
|
(e)
|
Amounts exclude the future annual contingent obligations of Euro 265 million in the years 2013 to 2014 related to our Opel/Vauxhall restructuring plan. Refer to
Note 17
to our consolidated financial statements for further detail.
|
(f)
|
Amounts include all expected future payments for both current and expected future service at
December 31, 2013
for OPEB obligations for salaried employees and hourly OPEB obligations extending beyond the current North American union contract agreements. Amounts do not include pension funding obligations, which are discussed below under the caption “Pension Funding Requirements.”
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
|
Effect on 2014 Pension Expense
|
|
Effect on December 31, 2013 PBO
|
|
Effect on 2014 Pension Expense
|
|
Effect on December 31, 2013 PBO
|
25 basis point decrease in discount rate
|
-$50
|
|
+$1,890
|
|
+$22
|
|
+$866
|
25 basis point increase in discount rate
|
+$50
|
|
-$1,830
|
|
-$21
|
|
-$821
|
25 basis point decrease in expected rate of return on assets
|
+$150
|
|
N/A
|
|
+$36
|
|
N/A
|
25 basis point increase in expected rate of return on assets
|
-$150
|
|
N/A
|
|
-$36
|
|
N/A
|
|
Effect on 2014 Pension Expense
|
|
Effect on December 31, 2013 PBO
|
Change in future benefit units
|
|
|
|
One percentage point increase in benefit units
|
+$69
|
|
+$206
|
One percentage point decrease in benefit units
|
-$66
|
|
-$200
|
•
|
Our ability to realize production efficiencies and to achieve reductions in costs as a result of our restructuring initiatives and labor modifications;
|
•
|
Our ability to maintain quality control over our vehicles and avoid material vehicle recalls;
|
•
|
Our ability to maintain adequate liquidity and financing sources including as required to fund our planned significant investment in new technology;
|
•
|
Our ability to realize successful vehicle applications of new technology;
|
•
|
Shortages of and increases or volatility in the price of oil, including as a result of political instability in the Middle East and African nations;
|
•
|
Our ability to continue to attract customers, particularly for our new products, including cars and crossover vehicles;
|
•
|
Availability of adequate financing on acceptable terms to our customers, dealers, distributors and suppliers to enable them to continue their business relationships with us;
|
•
|
The ability of our suppliers to deliver parts, systems and components without disruption and at such times to allow us to meet production schedules;
|
•
|
Our ability to manage the distribution channels for our products;
|
•
|
Our ability to successfully restructure our European and consolidated international operations;
|
•
|
The continued availability of both wholesale and retail financing from Ally Financial and its affiliates and other finance companies in markets in which we operate to support our ability to sell vehicles, which is dependent on those entities' ability to obtain funding and their continued willingness to provide financing;
|
•
|
Our continued ability to develop captive financing capability, including GM Financial;
|
•
|
GM Financial's ability to successfully integrate certain Ally Financial international operations;
|
•
|
Overall strength and stability of the automotive industry, both in the U.S. and in global markets, particularly Europe;
|
•
|
Continued economic instability or poor economic conditions in the U.S., Europe and other global markets, including the credit markets, or changes in economic conditions, commodity prices, housing prices, foreign currency exchange rates or political stability in the markets in which we operate;
|
•
|
Significant changes in the competitive environment, including the effect of competition and excess manufacturing capacity in our markets, on our pricing policies or use of incentives and the introduction of new and improved vehicle models by our competitors;
|
•
|
Significant changes in economic, political and market conditions in China, including the effect of competition from new market entrants, on our vehicle sales and market position in China;
|
•
|
Changes in the existing, or the adoption of new, laws, regulations, policies or other activities of governments, agencies and similar organizations, including where such actions may affect the production, licensing, distribution or sale of our products, the cost thereof or applicable tax rates;
|
•
|
Costs and risks associated with litigation;
|
•
|
Significant increases in our pension expense or projected pension contributions resulting from changes in the value of plan assets, the discount rate applied to value the pension liabilities or other assumption changes; and
|
•
|
Changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, which could have an effect on earnings.
|
|
Years Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Foreign currency translation losses recorded in Accumulated other comprehensive loss
|
$
|
729
|
|
|
$
|
118
|
|
Losses resulting from foreign currency transactions and remeasurements recorded in earnings
|
$
|
352
|
|
|
$
|
117
|
|
|
|
|
|
|
Years Ending December 31,
|
|
December 31, 2013
|
||||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Fair Value
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consumer finance receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal amounts
|
$
|
9,576
|
|
|
$
|
6,642
|
|
|
$
|
4,162
|
|
|
$
|
2,050
|
|
|
$
|
820
|
|
|
$
|
290
|
|
|
$
|
22,652
|
|
Weighted-average annual percentage rate
|
10.76
|
%
|
|
10.97
|
%
|
|
11.17
|
%
|
|
11.73
|
%
|
|
12.28
|
%
|
|
12.80
|
%
|
|
|
||||||||
Commercial finance receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal amounts
|
$
|
5,731
|
|
|
$
|
22
|
|
|
$
|
25
|
|
|
$
|
94
|
|
|
$
|
117
|
|
|
$
|
6
|
|
|
$
|
6,016
|
|
Weighted-average annual percentage rate
|
6.82
|
%
|
|
4.73
|
%
|
|
4.59
|
%
|
|
4.50
|
%
|
|
7.40
|
%
|
|
5.69
|
%
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Credit facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal amounts
|
$
|
6,297
|
|
|
$
|
1,699
|
|
|
$
|
796
|
|
|
$
|
224
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
8,995
|
|
Weighted-average interest rate
|
4.95
|
%
|
|
6.39
|
%
|
|
6.39
|
%
|
|
8.17
|
%
|
|
8.34
|
%
|
|
—
|
%
|
|
|
||||||||
Securitization notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal amounts
|
$
|
5,218
|
|
|
$
|
4,084
|
|
|
$
|
2,321
|
|
|
$
|
1,114
|
|
|
$
|
348
|
|
|
$
|
—
|
|
|
$
|
13,175
|
|
Weighted-average interest rate
|
1.91
|
%
|
|
2.12
|
%
|
|
2.40
|
%
|
|
2.71
|
%
|
|
2.88
|
%
|
|
—
|
%
|
|
|
||||||||
Senior notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal amounts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
$
|
1,250
|
|
|
$
|
750
|
|
|
$
|
4,106
|
|
Weighted-average interest rate
|
—
|
%
|
|
—
|
%
|
|
2.75
|
%
|
|
4.75
|
%
|
|
4.65
|
%
|
|
4.25
|
%
|
|
|
|
Years Ended and Ending December 31,
|
|
December 31, 2012
|
||||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Fair Value
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consumer finance receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal amounts
|
$
|
4,108
|
|
|
$
|
2,860
|
|
|
$
|
1,895
|
|
|
$
|
1,209
|
|
|
$
|
673
|
|
|
$
|
315
|
|
|
$
|
10,759
|
|
Weighted-average annual percentage rate
|
14.54
|
%
|
|
14.39
|
%
|
|
14.25
|
%
|
|
14.10
|
%
|
|
13.95
|
%
|
|
13.84
|
%
|
|
|
||||||||
Commercial finance receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal amounts
|
$
|
507
|
|
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
35
|
|
|
$
|
6
|
|
|
$
|
554
|
|
Weighted-average annual percentage rate
|
3.78
|
%
|
|
3.80
|
%
|
|
3.76
|
%
|
|
3.78
|
%
|
|
3.47
|
%
|
|
4.53
|
%
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Credit facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal amounts
|
$
|
354
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
354
|
|
Weighted-average interest rate
|
0.64
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
||||||||
Securitization notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal amounts
|
$
|
3,406
|
|
|
$
|
2,324
|
|
|
$
|
1,772
|
|
|
$
|
1,073
|
|
|
$
|
438
|
|
|
$
|
—
|
|
|
$
|
9,171
|
|
Weighted-average interest rate
|
2.33
|
%
|
|
2.70
|
%
|
|
3.03
|
%
|
|
3.05
|
%
|
|
2.99
|
%
|
|
—
|
%
|
|
|
||||||||
Senior notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal amounts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
$
|
500
|
|
|
$
|
1,620
|
|
Weighted-average interest rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.75
|
%
|
|
6.75
|
%
|
|
|
/
S
/ D
ELOITTE
& T
OUCHE
LLP
|
Deloitte & Touche LLP
|
Detroit, Michigan
|
February 6, 2014
|
/
S
/ D
ELOITTE
& T
OUCHE
LLP
|
Deloitte & Touche LLP
|
Detroit, Michigan
|
February 6, 2014
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales and revenue
|
|
|
|
|
|
||||||
Automotive
|
$
|
152,092
|
|
|
$
|
150,295
|
|
|
$
|
148,866
|
|
GM Financial
|
3,335
|
|
|
1,961
|
|
|
1,410
|
|
|||
Total
|
155,427
|
|
|
152,256
|
|
|
150,276
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Automotive cost of sales
|
134,925
|
|
|
140,236
|
|
|
130,386
|
|
|||
GM Financial operating and other expenses
|
2,448
|
|
|
1,207
|
|
|
785
|
|
|||
Automotive selling, general and administrative expense
|
12,382
|
|
|
14,031
|
|
|
12,163
|
|
|||
Goodwill impairment charges (Note 10)
|
541
|
|
|
27,145
|
|
|
1,286
|
|
|||
Total costs and expenses
|
150,296
|
|
|
182,619
|
|
|
144,620
|
|
|||
Operating income (loss)
|
5,131
|
|
|
(30,363
|
)
|
|
5,656
|
|
|||
Automotive interest expense
|
334
|
|
|
489
|
|
|
540
|
|
|||
Interest income and other non-operating income, net (Note 20)
|
1,063
|
|
|
845
|
|
|
851
|
|
|||
Gain (loss) on extinguishment of debt (Note 14)
|
(212
|
)
|
|
(250
|
)
|
|
18
|
|
|||
Equity income and gain on investments (Note 8)
|
1,810
|
|
|
1,562
|
|
|
3,192
|
|
|||
Income (loss) before income taxes
|
7,458
|
|
|
(28,695
|
)
|
|
9,177
|
|
|||
Income tax expense (benefit) (Note 18)
|
2,127
|
|
|
(34,831
|
)
|
|
(110
|
)
|
|||
Net income
|
5,331
|
|
|
6,136
|
|
|
9,287
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
15
|
|
|
52
|
|
|
(97
|
)
|
|||
Net income attributable to stockholders
|
$
|
5,346
|
|
|
$
|
6,188
|
|
|
$
|
9,190
|
|
|
|
|
|
|
|
||||||
Net income attributable to common stockholders
|
$
|
3,770
|
|
|
$
|
4,859
|
|
|
$
|
7,585
|
|
|
|
|
|
|
|
||||||
Earnings per share (Note 22)
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
||||||
Basic earnings per common share
|
$
|
2.71
|
|
|
$
|
3.10
|
|
|
$
|
4.94
|
|
Weighted-average common shares outstanding
|
1,393
|
|
|
1,566
|
|
|
1,536
|
|
|||
Diluted
|
|
|
|
|
|
||||||
Diluted earnings per common share
|
$
|
2.38
|
|
|
$
|
2.92
|
|
|
$
|
4.58
|
|
Weighted-average common shares outstanding
|
1,676
|
|
|
1,675
|
|
|
1,668
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
5,331
|
|
|
$
|
6,136
|
|
|
$
|
9,287
|
|
Other comprehensive income (loss), net of tax (Note 21)
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(733
|
)
|
|
(103
|
)
|
|
(183
|
)
|
|||
Cash flow hedging gains (losses), net
|
—
|
|
|
(2
|
)
|
|
25
|
|
|||
Unrealized gains (losses) on securities, net
|
(39
|
)
|
|
45
|
|
|
1
|
|
|||
Defined benefit plans, net
|
5,693
|
|
|
(2,120
|
)
|
|
(6,958
|
)
|
|||
Other comprehensive income (loss), net of tax
|
4,921
|
|
|
(2,180
|
)
|
|
(7,115
|
)
|
|||
Comprehensive income
|
10,252
|
|
|
3,956
|
|
|
2,172
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
33
|
|
|
41
|
|
|
(87
|
)
|
|||
Comprehensive income attributable to stockholders
|
$
|
10,285
|
|
|
$
|
3,997
|
|
|
$
|
2,085
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
20,021
|
|
|
$
|
18,422
|
|
Marketable securities (Note 5)
|
8,972
|
|
|
8,988
|
|
||
Restricted cash and marketable securities (Note 5)
|
1,247
|
|
|
686
|
|
||
Accounts and notes receivable (net of allowance of $344 and $311; Note 2)
|
8,535
|
|
|
10,395
|
|
||
GM Financial receivables, net (Note 4)(including SPE receivables of $10,001 and $3,444; Note 12)
|
14,278
|
|
|
4,044
|
|
||
Inventories (Note 6)
|
14,039
|
|
|
14,714
|
|
||
Equipment on operating leases, net (Note 7)
|
2,398
|
|
|
1,782
|
|
||
Deferred income taxes (Note 18)
|
10,349
|
|
|
9,429
|
|
||
Other current assets
|
1,662
|
|
|
1,536
|
|
||
Total current assets
|
81,501
|
|
|
69,996
|
|
||
Non-current Assets
|
|
|
|
||||
Restricted cash and marketable securities (Note 5)
|
829
|
|
|
682
|
|
||
GM Financial receivables, net (Note 4)(including SPE receivables of $11,216 and $6,458; Note 12)
|
14,354
|
|
|
6,954
|
|
||
Equity in net assets of nonconsolidated affiliates (Note 8)
|
8,094
|
|
|
6,883
|
|
||
Property, net (Note 9)
|
25,867
|
|
|
24,196
|
|
||
Goodwill (Note 10)
|
1,560
|
|
|
1,973
|
|
||
Intangible assets, net (Note 11)
|
5,668
|
|
|
6,809
|
|
||
GM Financial equipment on operating leases, net (Note 7)(including SPE assets of $1,803 and $540; Note 12)
|
3,383
|
|
|
1,649
|
|
||
Deferred income taxes (Note 18)
|
22,736
|
|
|
27,922
|
|
||
Other assets
|
2,352
|
|
|
2,358
|
|
||
Total non-current assets
|
84,843
|
|
|
79,426
|
|
||
Total Assets
|
$
|
166,344
|
|
|
$
|
149,422
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable (principally trade)
|
$
|
23,621
|
|
|
$
|
25,166
|
|
Short-term debt and current portion of long-term debt (Note 14)
|
|
|
|
||||
Automotive (including certain debt at VIEs of $219 and $228; Note 12)
|
564
|
|
|
1,748
|
|
||
GM Financial (including certain debt at VIEs of $10,088 and $3,770; Note 12)
|
13,594
|
|
|
3,770
|
|
||
Accrued liabilities (Note 13)
|
24,633
|
|
|
23,308
|
|
||
Total current liabilities
|
62,412
|
|
|
53,992
|
|
||
Non-current Liabilities
|
|
|
|
||||
Long-term debt (Note 14)
|
|
|
|
||||
Automotive (including certain debt at VIEs of $23 and $122; Note 12)
|
6,573
|
|
|
3,424
|
|
||
GM Financial (including certain debt at VIEs of $9,330 and $5,608; Note 12)
|
15,452
|
|
|
7,108
|
|
||
Postretirement benefits other than pensions (Note 15)
|
5,897
|
|
|
7,309
|
|
||
Pensions (Note 15)
|
19,483
|
|
|
27,420
|
|
||
Other liabilities and deferred income taxes (Note 13)
|
13,353
|
|
|
13,169
|
|
||
Total non-current liabilities
|
60,758
|
|
|
58,430
|
|
||
Total Liabilities
|
123,170
|
|
|
112,422
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
|
|
||
Equity (Note 21)
|
|
|
|
||||
Preferred stock, $0.01 par value
|
|
|
|
||||
Series A
|
3,109
|
|
|
5,536
|
|
||
Series B
|
—
|
|
|
4,855
|
|
||
Common stock, $0.01 par value
|
15
|
|
|
14
|
|
||
Additional paid-in capital
|
28,780
|
|
|
23,834
|
|
||
Retained earnings
|
13,816
|
|
|
10,057
|
|
||
Accumulated other comprehensive loss
|
(3,113
|
)
|
|
(8,052
|
)
|
||
Total stockholders’ equity
|
42,607
|
|
|
36,244
|
|
||
Noncontrolling interests
|
567
|
|
|
756
|
|
||
Total Equity
|
43,174
|
|
|
37,000
|
|
||
Total Liabilities and Equity
|
$
|
166,344
|
|
|
$
|
149,422
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
5,331
|
|
|
$
|
6,136
|
|
|
$
|
9,287
|
|
Depreciation, impairment charges and amortization expense
|
8,041
|
|
|
38,762
|
|
|
7,427
|
|
|||
Foreign currency remeasurement and transaction losses
|
350
|
|
|
117
|
|
|
55
|
|
|||
Amortization of discount and issuance costs on debt issues
|
114
|
|
|
188
|
|
|
160
|
|
|||
Undistributed earnings of nonconsolidated affiliates and gain on investments
|
(92
|
)
|
|
(179
|
)
|
|
(1,947
|
)
|
|||
Pension contributions and OPEB payments
|
(1,458
|
)
|
|
(3,759
|
)
|
|
(2,269
|
)
|
|||
Pension and OPEB (income) expense, net
|
638
|
|
|
3,232
|
|
|
(755
|
)
|
|||
(Gains) losses on extinguishment of debt
|
212
|
|
|
250
|
|
|
(18
|
)
|
|||
Provision (benefit) for deferred taxes
|
1,561
|
|
|
(35,561
|
)
|
|
(318
|
)
|
|||
Change in other operating assets and liabilities (Note 26)
|
(1,326
|
)
|
|
630
|
|
|
(4,122
|
)
|
|||
Other operating activities
|
(741
|
)
|
|
789
|
|
|
666
|
|
|||
Net cash provided by operating activities
|
12,630
|
|
|
10,605
|
|
|
8,166
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Expenditures for property
|
(7,565
|
)
|
|
(8,068
|
)
|
|
(6,249
|
)
|
|||
Available-for-sale marketable securities, acquisitions
|
(6,754
|
)
|
|
(4,650
|
)
|
|
(20,535
|
)
|
|||
Trading marketable securities, acquisitions
|
(3,214
|
)
|
|
(6,234
|
)
|
|
(6,571
|
)
|
|||
Available-for-sale marketable securities, liquidations
|
3,566
|
|
|
10,519
|
|
|
15,825
|
|
|||
Trading marketable securities, liquidations
|
6,538
|
|
|
7,267
|
|
|
660
|
|
|||
Acquisition of companies, net of cash acquired
|
(2,623
|
)
|
|
(44
|
)
|
|
(53
|
)
|
|||
Proceeds from sale of business units/investments, net of cash disposed
|
896
|
|
|
18
|
|
|
4,821
|
|
|||
Increase in restricted cash and marketable securities
|
(984
|
)
|
|
(661
|
)
|
|
(728
|
)
|
|||
Decrease in restricted cash and marketable securities
|
1,107
|
|
|
1,526
|
|
|
2,067
|
|
|||
Purchases and funding of finance receivables
|
(30,727
|
)
|
|
(6,789
|
)
|
|
(5,012
|
)
|
|||
Principal collections and recoveries on finance receivables
|
27,444
|
|
|
4,674
|
|
|
3,719
|
|
|||
Purchases of leased vehicles, net
|
(2,254
|
)
|
|
(1,050
|
)
|
|
(837
|
)
|
|||
Proceeds from termination of leased vehicles
|
217
|
|
|
59
|
|
|
47
|
|
|||
Other investing activities
|
(9
|
)
|
|
(72
|
)
|
|
106
|
|
|||
Net cash used in investing activities
|
(14,362
|
)
|
|
(3,505
|
)
|
|
(12,740
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Net increase (decrease) in short-term debt
|
156
|
|
|
(247
|
)
|
|
131
|
|
|||
Proceeds from issuance of debt (original maturities greater than three months)
|
28,041
|
|
|
9,036
|
|
|
9,034
|
|
|||
Payments on debt (original maturities greater than three months)
|
(20,191
|
)
|
|
(7,377
|
)
|
|
(8,468
|
)
|
|||
Payments to purchase stock
|
(2,438
|
)
|
|
(5,098
|
)
|
|
—
|
|
|||
Dividends paid (including charge related to purchase of Series A Preferred Stock)
|
(1,687
|
)
|
|
(939
|
)
|
|
(916
|
)
|
|||
Other financing activities
|
(150
|
)
|
|
(116
|
)
|
|
(139
|
)
|
|||
Net cash provided by (used in) financing activities
|
3,731
|
|
|
(4,741
|
)
|
|
(358
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(400
|
)
|
|
(8
|
)
|
|
(253
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
1,599
|
|
|
2,351
|
|
|
(5,185
|
)
|
|||
Cash and cash equivalents at beginning of period
|
18,422
|
|
|
16,071
|
|
|
21,256
|
|
|||
Cash and cash equivalents at end of period
|
$
|
20,021
|
|
|
$
|
18,422
|
|
|
$
|
16,071
|
|
Significant Non-cash Activity
|
|
|
|
|
|
||||||
Investing Cash Flows
|
|
|
|
|
|
||||||
Non-cash property additions
|
$
|
3,224
|
|
|
$
|
3,879
|
|
|
$
|
3,689
|
|
Financing Cash Flows
|
|
|
|
|
|
||||||
Contribution of common stock to U.S. hourly and salaried pension plans (Note 15)
|
|
|
|
|
|
|
$
|
1,864
|
|
||
Notes issued to settle CAW hourly retiree healthcare plan (Note 15)
|
|
|
|
|
|
|
$
|
1,122
|
|
||
Mandatory conversion of Series B Preferred Stock into common stock (Note 21)
|
$
|
4,854
|
|
|
|
|
|
|
|
|
Series A Preferred Stock
|
|
Series B Preferred Stock
|
|
Common Stockholders’
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||||||||
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
||||||||||||||||||||||||
Balance December 31, 2010
|
$
|
5,536
|
|
|
$
|
4,855
|
|
|
$
|
15
|
|
|
$
|
24,257
|
|
|
$
|
266
|
|
|
$
|
1,251
|
|
|
$
|
979
|
|
|
$
|
37,159
|
|
Effect of adoption of amendments in ASU 2010-28 regarding goodwill impairment (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,466
|
)
|
|
—
|
|
|
—
|
|
|
(1,466
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,190
|
|
|
—
|
|
|
97
|
|
|
9,287
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,105
|
)
|
|
(10
|
)
|
|
(7,115
|
)
|
||||||||
Purchase of noncontrolling interest shares
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
(7
|
)
|
|
(134
|
)
|
|
(100
|
)
|
||||||||
Exercise of common stock warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219
|
|
||||||||
Pension plan stock contribution (Note 15)
|
—
|
|
|
—
|
|
|
1
|
|
|
1,863
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,864
|
|
||||||||
Cash dividends on Series A Preferred Stock and cumulative dividends on Series B Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(859
|
)
|
|
—
|
|
|
—
|
|
|
(859
|
)
|
||||||||
Dividends declared or paid to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
(54
|
)
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
(7
|
)
|
|
45
|
|
||||||||
Balance December 31, 2011
|
5,536
|
|
|
4,855
|
|
|
16
|
|
|
26,391
|
|
|
7,183
|
|
|
(5,861
|
)
|
|
871
|
|
|
38,991
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,188
|
|
|
—
|
|
|
(52
|
)
|
|
6,136
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,191
|
)
|
|
11
|
|
|
(2,180
|
)
|
||||||||
Purchase and retirement of common stock
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2,652
|
)
|
|
(2,455
|
)
|
|
—
|
|
|
—
|
|
|
(5,109
|
)
|
||||||||
Exercise of common stock warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
||||||||
Conversion of Series B Preferred Stock to common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Cash dividends on Series A Preferred Stock and cumulative dividends on Series B Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(859
|
)
|
|
—
|
|
|
—
|
|
|
(859
|
)
|
||||||||
Dividends declared or paid to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
(80
|
)
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
||||||||
Balance December 31, 2012
|
5,536
|
|
|
4,855
|
|
|
14
|
|
|
23,834
|
|
|
10,057
|
|
|
(8,052
|
)
|
|
756
|
|
|
37,000
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,346
|
|
|
—
|
|
|
(15
|
)
|
|
5,331
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,939
|
|
|
(18
|
)
|
|
4,921
|
|
||||||||
Purchase and cancellation of Series A Preferred Stock
|
(2,427
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,427
|
)
|
||||||||
Exercise of common stock warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
||||||||
Conversion of Series B Preferred Stock to common stock
|
—
|
|
|
(4,855
|
)
|
|
1
|
|
|
4,854
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cash dividends paid on Series A Preferred Stock, charge related to purchase of Series A Preferred Stock and dividends on Series B Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,587
|
)
|
|
—
|
|
|
—
|
|
|
(1,587
|
)
|
||||||||
Dividends declared or paid to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
(82
|
)
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
(60
|
)
|
||||||||
Balance December 31, 2013
|
$
|
3,109
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
28,780
|
|
|
$
|
13,816
|
|
|
$
|
(3,113
|
)
|
|
$
|
567
|
|
|
$
|
43,174
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of period
|
$
|
311
|
|
|
$
|
331
|
|
|
$
|
252
|
|
Amounts charged (credited) to costs and expenses
|
61
|
|
|
(10
|
)
|
|
159
|
|
|||
Deductions
|
(24
|
)
|
|
(46
|
)
|
|
(83
|
)
|
|||
Other
|
(4
|
)
|
|
36
|
|
|
3
|
|
|||
Balance at end of period
|
$
|
344
|
|
|
$
|
311
|
|
|
$
|
331
|
|
•
|
Level 1 - Quoted prices for
identical
instruments in active markets;
|
•
|
Level 2 - Quoted prices for
similar
instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose significant inputs are observable; and
|
•
|
Level 3 - Instruments whose significant inputs are
unobservable
.
|
Cash
|
$
|
607
|
|
Restricted cash
|
906
|
|
|
Finance receivables
|
15,144
|
|
|
Other assets, including identifiable intangible assets
|
769
|
|
|
Secured and unsecured debt
|
(12,833
|
)
|
|
Other liabilities
|
(1,483
|
)
|
|
Identifiable net assets acquired
|
3,110
|
|
|
Goodwill resulting from the acquisitions
|
144
|
|
|
Aggregate consideration
|
$
|
3,254
|
|
|
Acquired Operations' Amounts Included in Results For Year Ended December 31, 2013
|
|
Pro Forma-Combined for Years Ended
|
||||||||
|
|
December 31, 2013
|
|
December 31, 2012
|
|||||||
Total net sales and revenue
|
$
|
968
|
|
|
$
|
156,284
|
|
|
$
|
154,161
|
|
Net income attributable to stockholders
|
$
|
109
|
|
|
$
|
5,492
|
|
|
$
|
6,412
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
Consumer
|
|
Commercial
|
|
Total
|
|
Consumer
|
|
Commercial
|
|
Total
|
||||||||||||
Pre-acquisition finance receivables, outstanding amount
|
$
|
1,294
|
|
|
$
|
—
|
|
|
$
|
1,294
|
|
|
$
|
2,162
|
|
|
$
|
—
|
|
|
$
|
2,162
|
|
Pre-acquisition finance receivables, carrying amount
|
$
|
1,174
|
|
|
$
|
—
|
|
|
$
|
1,174
|
|
|
$
|
1,958
|
|
|
$
|
—
|
|
|
$
|
1,958
|
|
Post-acquisition finance receivables, net of fees
|
21,956
|
|
|
6,050
|
|
|
28,006
|
|
|
8,831
|
|
|
560
|
|
|
9,391
|
|
||||||
Finance receivables
|
23,130
|
|
|
6,050
|
|
|
29,180
|
|
|
10,789
|
|
|
560
|
|
|
11,349
|
|
||||||
Less: allowance for loan losses
|
(497
|
)
|
|
(51
|
)
|
|
(548
|
)
|
|
(345
|
)
|
|
(6
|
)
|
|
(351
|
)
|
||||||
GM Financial receivables, net
|
$
|
22,633
|
|
|
$
|
5,999
|
|
|
$
|
28,632
|
|
|
$
|
10,444
|
|
|
$
|
554
|
|
|
$
|
10,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of GM Financial receivables, net
|
|
|
|
|
$
|
28,668
|
|
|
|
|
|
|
$
|
11,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Balance at beginning of period
|
$
|
404
|
|
|
$
|
737
|
|
Ally Financial international operations acquisition
|
127
|
|
|
|
|||
Accretion of accretable yield
|
(342
|
)
|
|
(503
|
)
|
||
Transfer from non-accretable difference
|
74
|
|
|
170
|
|
||
Effect of foreign currency
|
(8
|
)
|
|
—
|
|
||
Balance at end of period
|
$
|
255
|
|
|
$
|
404
|
|
|
Years Ended December 31,(a)
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of period
|
$
|
351
|
|
|
$
|
179
|
|
|
$
|
26
|
|
Provision for loan losses
|
475
|
|
|
304
|
|
|
178
|
|
|||
Charge-offs
|
(643
|
)
|
|
(304
|
)
|
|
(66
|
)
|
|||
Recoveries
|
362
|
|
|
172
|
|
|
41
|
|
|||
Effect of foreign currency
|
3
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
548
|
|
|
$
|
351
|
|
|
$
|
179
|
|
(a)
|
The balances and activity of the allowance for commercial loan losses included in the amounts at and for the years ended December 31, 2013 and 2012 were insignificant.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
|
Amount
|
|
Percent of Contractual Amount Due
|
|
Amount
|
|
Percent of Contractual Amount Due
|
||||||
Delinquent contracts
|
|
|
|
|
|
|
|
||||||
31-to-60 days
|
$
|
952
|
|
|
4.1
|
%
|
|
$
|
672
|
|
|
6.1
|
%
|
Greater-than-60 days
|
408
|
|
|
1.7
|
%
|
|
230
|
|
|
2.1
|
%
|
||
Total finance receivables more than 30 days delinquent
|
1,360
|
|
|
5.8
|
%
|
|
902
|
|
|
8.2
|
%
|
||
In repossession
|
41
|
|
|
0.2
|
%
|
|
31
|
|
|
0.3
|
%
|
||
Total finance receivables more than 30 days delinquent or in repossession
|
$
|
1,401
|
|
|
6.0
|
%
|
|
$
|
933
|
|
|
8.5
|
%
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Outstanding recorded investment
|
$
|
767
|
|
|
$
|
228
|
|
Less: allowance for loan losses
|
(103
|
)
|
|
(32
|
)
|
||
Outstanding recorded investment, net of allowance
|
$
|
664
|
|
|
$
|
196
|
|
|
|
|
|
||||
Unpaid principal balance
|
$
|
779
|
|
|
$
|
232
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Group I - Dealers with strong to superior financial metrics
|
$
|
549
|
|
|
$
|
99
|
|
Group II - Dealers with fair to favorable financial metrics
|
1,460
|
|
|
278
|
|
||
Group III - Dealers with marginal to weak financial metrics
|
1,982
|
|
|
171
|
|
||
Group IV - Dealers with poor financial metrics
|
1,462
|
|
|
12
|
|
||
Group V - Dealers warranting special mention due to potential weaknesses
|
385
|
|
|
|
|||
Group VI - Dealers with loans classified as substandard, doubtful or impaired
|
212
|
|
|
|
|||
|
$
|
6,050
|
|
|
$
|
560
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Fair Value Level
|
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agencies
|
2
|
|
$
|
1,437
|
|
|
$
|
1,437
|
|
|
$
|
4,190
|
|
|
$
|
4,190
|
|
Sovereign debt
|
2
|
|
515
|
|
|
515
|
|
|
—
|
|
|
—
|
|
||||
Money market funds
|
1
|
|
1,262
|
|
|
1,262
|
|
|
1,799
|
|
|
1,799
|
|
||||
Corporate debt
|
2
|
|
7,598
|
|
|
7,598
|
|
|
3,222
|
|
|
3,222
|
|
||||
Total available-for-sale securities
|
|
|
$
|
10,812
|
|
|
10,812
|
|
|
$
|
9,211
|
|
|
9,211
|
|
||
Trading securities
|
|
|
|
|
|
|
|
|
|
||||||||
Sovereign debt
|
2
|
|
|
|
—
|
|
|
|
|
1,408
|
|
||||||
Corporate debt
|
2
|
|
|
|
25
|
|
|
|
|
—
|
|
||||||
Total trading securities
|
|
|
|
|
25
|
|
|
|
|
1,408
|
|
||||||
Total marketable securities classified as cash equivalents
|
|
|
|
|
10,837
|
|
|
|
|
10,619
|
|
||||||
Cash, cash equivalents and time deposits
|
|
|
|
|
9,184
|
|
|
|
|
7,803
|
|
||||||
Total cash and cash equivalents
|
|
|
|
|
$
|
20,021
|
|
|
|
|
$
|
18,422
|
|
||||
Marketable securities - current
|
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agencies
|
2
|
|
$
|
5,343
|
|
|
$
|
5,344
|
|
|
$
|
1,231
|
|
|
$
|
1,231
|
|
Corporate debt
|
2
|
|
1,867
|
|
|
1,869
|
|
|
2,465
|
|
|
2,505
|
|
||||
Equity and sovereign debt
|
1 & 2
|
|
22
|
|
|
22
|
|
|
30
|
|
|
51
|
|
||||
Total available-for-sale securities
|
|
|
$
|
7,232
|
|
|
7,235
|
|
|
$
|
3,726
|
|
|
3,787
|
|
||
Trading securities - Sovereign debt
|
2
|
|
|
|
1,737
|
|
|
|
|
5,201
|
|
||||||
Total marketable securities - current
|
|
|
|
|
8,972
|
|
|
|
|
8,988
|
|
||||||
Marketable securities - non-current
|
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities - Investment in Peugeot S.A.
|
1
|
|
$
|
—
|
|
|
—
|
|
|
$
|
179
|
|
|
179
|
|
||
Total marketable securities
|
|
|
|
|
$
|
8,972
|
|
|
|
|
$
|
9,167
|
|
||||
Restricted cash and marketable securities
|
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
1
|
|
$
|
897
|
|
|
$
|
897
|
|
|
$
|
933
|
|
|
$
|
933
|
|
Other
|
2
|
|
34
|
|
|
35
|
|
|
198
|
|
|
199
|
|
||||
Total marketable securities classified as restricted cash and marketable securities
|
|
|
$
|
931
|
|
|
932
|
|
|
$
|
1,131
|
|
|
1,132
|
|
||
Restricted cash and cash equivalents and time deposits
|
|
|
|
|
1,144
|
|
|
|
|
236
|
|
||||||
Total restricted cash and marketable securities
|
|
|
|
|
$
|
2,076
|
|
|
|
|
$
|
1,368
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
Due in one year or less
|
$
|
14,879
|
|
|
$
|
14,881
|
|
Due after one year through five years
|
1,937
|
|
|
1,939
|
|
||
Total contractual maturities of available-for-sale securities
|
$
|
16,816
|
|
|
$
|
16,820
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Productive material, supplies and work in process
|
$
|
5,872
|
|
|
$
|
6,560
|
|
Finished product, including service parts
|
8,167
|
|
|
8,154
|
|
||
Total inventories
|
$
|
14,039
|
|
|
$
|
14,714
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Equipment on operating leases
|
$
|
2,605
|
|
|
$
|
1,946
|
|
Less: accumulated depreciation
|
(207
|
)
|
|
(164
|
)
|
||
Equipment on operating leases, net
|
$
|
2,398
|
|
|
$
|
1,782
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Depreciation expense
|
$
|
218
|
|
|
$
|
227
|
|
|
$
|
431
|
|
Impairment charges
|
$
|
168
|
|
|
$
|
181
|
|
|
$
|
151
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
GM Financial equipment on operating leases
|
$
|
4,025
|
|
|
$
|
1,910
|
|
Less: accumulated depreciation
|
(642
|
)
|
|
(261
|
)
|
||
GM Financial equipment on operating leases, net
|
$
|
3,383
|
|
|
$
|
1,649
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
Minimum rental receipts under operating leases
|
$
|
628
|
|
|
$
|
512
|
|
|
$
|
266
|
|
|
$
|
43
|
|
|
$
|
4
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
China joint ventures (China JVs)
|
$
|
1,763
|
|
|
$
|
1,521
|
|
|
$
|
1,511
|
|
New Delphi (including gain on disposition)
|
—
|
|
|
—
|
|
|
1,727
|
|
|||
Others (including gain on acquisition of GM India)
|
47
|
|
|
41
|
|
|
(46
|
)
|
|||
Total equity income and gain on investments
|
$
|
1,810
|
|
|
$
|
1,562
|
|
|
$
|
3,192
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||
Shanghai General Motors Co., Ltd. (SGM)
|
50
|
%
|
|
50
|
%
|
Shanghai GM Norsom Motor Co., Ltd. (SGM Norsom)
|
25
|
%
|
|
25
|
%
|
Shanghai GM Dong Yue Motors Co., Ltd. (SGM DY)
|
25
|
%
|
|
25
|
%
|
Shanghai GM Dong Yue Powertrain (SGM DYPT)
|
25
|
%
|
|
25
|
%
|
SAIC-GM-Wuling Automobile Co., Ltd.
|
44
|
%
|
|
44
|
%
|
FAW-GM Light Duty Commercial Vehicle Co., Ltd.
|
50
|
%
|
|
50
|
%
|
Pan Asia Technical Automotive Center Co., Ltd.
|
50
|
%
|
|
50
|
%
|
Shanghai OnStar Telematics Co., Ltd. (Shanghai OnStar)
|
40
|
%
|
|
40
|
%
|
Shanghai Chengxin Used Car Operation and Management Co., Ltd. (Shanghai Chengxin Used Car)
|
33
|
%
|
|
33
|
%
|
SAIC General Motors Sales Co., Ltd. (SGMS)
|
49
|
%
|
|
49
|
%
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
China JVs
|
$
|
7,851
|
|
|
$
|
6,579
|
|
Other investments
|
243
|
|
|
304
|
|
||
Total equity in net assets of nonconsolidated affiliates
|
$
|
8,094
|
|
|
$
|
6,883
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
China JVs
|
|
Others
|
|
Total
|
|
China JVs
|
|
Others
|
|
Total
|
||||||||||||
Summarized Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
$
|
14,666
|
|
|
$
|
2,234
|
|
|
$
|
16,900
|
|
|
$
|
11,759
|
|
|
$
|
2,642
|
|
|
$
|
14,401
|
|
Non-current assets
|
8,187
|
|
|
1,458
|
|
|
9,645
|
|
|
6,766
|
|
|
1,507
|
|
|
8,273
|
|
||||||
Total assets
|
$
|
22,853
|
|
|
$
|
3,692
|
|
|
$
|
26,545
|
|
|
$
|
18,525
|
|
|
$
|
4,149
|
|
|
$
|
22,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
14,019
|
|
|
$
|
1,859
|
|
|
$
|
15,878
|
|
|
$
|
12,612
|
|
|
$
|
1,893
|
|
|
$
|
14,505
|
|
Non-current liabilities
|
1,065
|
|
|
511
|
|
|
1,576
|
|
|
756
|
|
|
758
|
|
|
1,514
|
|
||||||
Total liabilities
|
$
|
15,084
|
|
|
$
|
2,370
|
|
|
$
|
17,454
|
|
|
$
|
13,368
|
|
|
$
|
2,651
|
|
|
$
|
16,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-controlling interests
|
$
|
1,040
|
|
|
$
|
—
|
|
|
$
|
1,040
|
|
|
$
|
1,055
|
|
|
$
|
1
|
|
|
$
|
1,056
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Summarized Operating Data
|
|
|
|
|
|
||||||
China JV's net sales
|
$
|
38,767
|
|
|
$
|
33,364
|
|
|
$
|
30,511
|
|
Others' net sales
|
1,830
|
|
|
3,963
|
|
|
4,242
|
|
|||
Total net sales
|
$
|
40,597
|
|
|
$
|
37,327
|
|
|
$
|
34,753
|
|
|
|
|
|
|
|
||||||
China JV's net income
|
$
|
3,685
|
|
|
$
|
3,198
|
|
|
$
|
3,203
|
|
Others' net income (loss)
|
50
|
|
|
(23
|
)
|
|
(13
|
)
|
|||
Total net income
|
$
|
3,735
|
|
|
$
|
3,175
|
|
|
$
|
3,190
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Results of Operations
|
|
|
|
|
|
||||||
Automotive sales and revenue
|
$
|
2,724
|
|
|
$
|
2,572
|
|
|
$
|
3,266
|
|
Automotive purchases, net
|
$
|
724
|
|
|
$
|
497
|
|
|
$
|
1,044
|
|
Interest income and other non-operating income, net
|
$
|
19
|
|
|
$
|
184
|
|
|
$
|
34
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Financial Position
|
|
|
|
||||
Accounts and notes receivable, net
|
$
|
756
|
|
|
$
|
1,668
|
|
Accounts payable
|
$
|
183
|
|
|
$
|
167
|
|
Deferred revenue and customer deposits
|
$
|
32
|
|
|
$
|
46
|
|
|
Estimated Useful Lives in Years
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Land
|
|
|
$
|
1,868
|
|
|
$
|
2,107
|
|
Buildings and improvements
|
5-40
|
|
4,971
|
|
|
4,601
|
|
||
Machinery and equipment
|
3-27
|
|
15,222
|
|
|
12,720
|
|
||
Construction in progress
|
|
|
2,644
|
|
|
3,018
|
|
||
Real estate, plants and equipment
|
|
|
24,705
|
|
|
22,446
|
|
||
Less: accumulated depreciation
|
|
|
(6,787
|
)
|
|
(5,556
|
)
|
||
Real estate, plants and equipment, net
|
|
|
17,918
|
|
|
16,890
|
|
||
Special tools, net
|
1-15
|
|
7,949
|
|
|
7,306
|
|
||
Total property, net
|
|
|
$
|
25,867
|
|
|
$
|
24,196
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Capitalized software in use, net
|
$
|
580
|
|
|
$
|
465
|
|
Capitalized software in the process of being developed
|
$
|
50
|
|
|
$
|
108
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Depreciation and amortization expense
|
$
|
3,959
|
|
|
$
|
3,888
|
|
|
$
|
3,604
|
|
Impairment charges(a)
|
901
|
|
|
3,793
|
|
|
81
|
|
|||
Depreciation, impairment charges and amortization expense
|
$
|
4,860
|
|
|
$
|
7,681
|
|
|
$
|
3,685
|
|
|
|
|
|
|
|
||||||
Capitalized software amortization expense(b)
|
$
|
244
|
|
|
$
|
209
|
|
|
$
|
203
|
|
(a)
|
Includes GMIO assets whose fair value was
$131 million
at December 31, 2013. Includes GME assets whose fair value was
$408 million
at December 31, 2012. Also includes other assets whose fair value was determined to be
$0
in the years ended December 31, 2013, 2012 and 2011 measured utilizing Level 3 inputs. Fair value measurements of the non-GMIO and non-GME asset group long-lived assets utilized projected cash flows discounted at a rate commensurate with the perceived business risks related to the assets involved.
|
(b)
|
Included in total depreciation, impairment charges and amortization expense.
|
|
Valuation Technique(s)
|
|
Unobservable Input(s)
|
|
Range
|
GM India personal property
|
Market approach
|
|
Economic obsolescence(a)
|
|
72% - 100%
|
Holden real property
|
Income approach
|
|
Holding period(b)
|
|
0 - 3 years
|
|
|
|
Discount rate(c)
|
|
11% - 12%
|
GME real property
|
Market approach
|
|
Demolition costs(d)
|
|
6% - 23%
|
|
Cost approach
|
|
Holding period(b)
|
|
0 - 4 years
|
|
Income approach
|
|
Discount rate(c)
|
|
11.2% - 14.5%
|
GME personal property
|
Market approach
|
|
Physical deterioration(e)
|
|
52% - 69%
|
|
Cost approach
|
|
Functional obsolescence(f)
|
|
8% - 28%
|
|
|
|
Economic obsolescence(a)
|
|
17% - 23%
|
(a)
|
Represents estimated loss in asset value caused by factors external to the asset such as legislative enactments, changes in use, social change and change in supply and demand.
|
(b)
|
Represents estimated marketing period for each property which dictates the amount of property specific holding costs to be incurred such as real estate taxes.
|
(c)
|
Represents the discount rate for the specific property based on local market sources and available benchmarking data.
|
(d)
|
Represents estimated gross cost to demolish and clear the structures on the property as a percentage of replacement cost new.
|
(e)
|
Represents estimated loss in asset value due to wear and tear, action of the elements and other physical factors that reduce the life and serviceability of the asset.
|
(f)
|
Represents estimated loss in asset value caused by inefficiencies and inadequacies of the asset itself.
|
|
GMNA
|
|
GME
|
|
GMIO
|
|
GMSA
|
|
Total Automotive
|
|
GM Financial
|
|
Total
|
||||||||||||||
Balance at January 1, 2012
|
$
|
26,399
|
|
|
$
|
581
|
|
|
$
|
610
|
|
|
$
|
151
|
|
|
$
|
27,741
|
|
|
$
|
1,278
|
|
|
$
|
29,019
|
|
Impairment charges
|
(26,399
|
)
|
|
(590
|
)
|
|
(156
|
)
|
|
—
|
|
|
(27,145
|
)
|
|
—
|
|
|
(27,145
|
)
|
|||||||
Goodwill from business combinations(a)
|
—
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
|||||||
Effect of foreign currency and other
|
—
|
|
|
9
|
|
|
34
|
|
|
(5
|
)
|
|
38
|
|
|
—
|
|
|
38
|
|
|||||||
Balance at December 31, 2012
|
—
|
|
|
—
|
|
|
549
|
|
|
146
|
|
|
695
|
|
|
1,278
|
|
|
1,973
|
|
|||||||
Impairment charges
|
—
|
|
|
—
|
|
|
(541
|
)
|
|
—
|
|
|
(541
|
)
|
|
—
|
|
|
(541
|
)
|
|||||||
Goodwill from business combinations(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|
144
|
|
|
154
|
|
|||||||
Effect of foreign currency and other
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(18
|
)
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|||||||
Balance at December 31, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
138
|
|
|
$
|
138
|
|
|
$
|
1,422
|
|
|
$
|
1,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Accumulated impairment charges at January 1, 2012
|
$
|
—
|
|
|
$
|
(2,482
|
)
|
|
$
|
(270
|
)
|
|
$
|
—
|
|
|
$
|
(2,752
|
)
|
|
$
|
—
|
|
|
$
|
(2,752
|
)
|
Accumulated impairment charges at December 31, 2012
|
$
|
(26,399
|
)
|
|
$
|
(3,072
|
)
|
|
$
|
(426
|
)
|
|
$
|
—
|
|
|
$
|
(29,897
|
)
|
|
$
|
—
|
|
|
$
|
(29,897
|
)
|
Accumulated impairment charges at December 31, 2013
|
$
|
(26,399
|
)
|
|
$
|
(3,072
|
)
|
|
$
|
(967
|
)
|
|
$
|
—
|
|
|
$
|
(30,438
|
)
|
|
$
|
—
|
|
|
$
|
(30,438
|
)
|
(a)
|
Refer to
Note 3
for additional information concerning the acquisitions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Technology and intellectual property
|
$
|
8,210
|
|
|
$
|
7,308
|
|
|
$
|
902
|
|
|
$
|
7,775
|
|
|
$
|
6,320
|
|
|
$
|
1,455
|
|
Brands
|
4,466
|
|
|
559
|
|
|
3,907
|
|
|
4,464
|
|
|
431
|
|
|
4,033
|
|
||||||
Dealer network and customer relationships
|
1,108
|
|
|
364
|
|
|
744
|
|
|
1,375
|
|
|
327
|
|
|
1,048
|
|
||||||
Favorable contracts and other
|
345
|
|
|
326
|
|
|
19
|
|
|
384
|
|
|
286
|
|
|
98
|
|
||||||
Total amortizing intangible assets
|
14,129
|
|
|
8,557
|
|
|
5,572
|
|
|
13,998
|
|
|
7,364
|
|
|
6,634
|
|
||||||
Nonamortizing in process research and development
|
96
|
|
|
|
|
96
|
|
|
175
|
|
|
|
|
175
|
|
||||||||
Total intangible assets
|
$
|
14,225
|
|
|
$
|
8,557
|
|
|
$
|
5,668
|
|
|
$
|
14,173
|
|
|
$
|
7,364
|
|
|
$
|
6,809
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Amortization expense
|
$
|
1,281
|
|
|
$
|
1,568
|
|
|
$
|
1,804
|
|
Impairment charges
|
$
|
523
|
|
|
$
|
1,755
|
|
|
$
|
—
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
Estimated amortization expense
|
$
|
672
|
|
|
$
|
330
|
|
|
$
|
310
|
|
|
$
|
305
|
|
|
$
|
300
|
|
|
|
Valuation Technique
|
|
Unobservable Input(s)
|
|
Percentage
|
Brand intangible assets
|
|
Income approach
|
|
Long-term growth rate
|
|
0.50%
|
|
|
|
|
Pre-tax royalty rate(a)
|
|
0.14%
|
|
|
|
|
Discount rate(b)
|
|
21.25%
|
(a)
|
Represents estimated savings realized from owning the asset or having the royalty-free right to use the asset.
|
(b)
|
Represents WACC adjusted for perceived business risks related to these intangible assets.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Restricted cash
|
$
|
1,523
|
|
|
$
|
744
|
|
Securitized Assets
|
$
|
23,584
|
|
|
$
|
10,442
|
|
Securitization notes payable and other credit facilities
|
$
|
19,448
|
|
|
$
|
9,378
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Current
|
|
|
|
||||
Dealer and customer allowances, claims and discounts
|
$
|
7,919
|
|
|
$
|
7,722
|
|
Deposits primarily from rental car companies
|
4,713
|
|
|
4,250
|
|
||
Deferred revenue
|
1,276
|
|
|
1,326
|
|
||
Policy, product warranty and recall campaigns
|
2,559
|
|
|
2,919
|
|
||
Payrolls and employee benefits excluding postemployment benefits
|
2,285
|
|
|
2,144
|
|
||
Other
|
5,881
|
|
|
4,947
|
|
||
Total accrued liabilities
|
$
|
24,633
|
|
|
$
|
23,308
|
|
Non-current
|
|
|
|
||||
Deferred revenue
|
$
|
1,249
|
|
|
$
|
1,169
|
|
Policy, product warranty and recall campaigns
|
4,655
|
|
|
4,285
|
|
||
Employee benefits excluding postemployment benefits
|
1,192
|
|
|
1,359
|
|
||
Postemployment benefits including facility idling reserves
|
1,216
|
|
|
1,518
|
|
||
Other
|
5,041
|
|
|
4,838
|
|
||
Total other liabilities and deferred income taxes
|
$
|
13,353
|
|
|
$
|
13,169
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Beginning balance
|
$
|
7,204
|
|
|
$
|
6,600
|
|
|
$
|
6,789
|
|
Warranties issued and assumed in period
|
3,181
|
|
|
3,394
|
|
|
3,062
|
|
|||
Payments
|
(3,063
|
)
|
|
(3,393
|
)
|
|
(3,740
|
)
|
|||
Adjustments to pre-existing warranties
|
123
|
|
|
539
|
|
|
565
|
|
|||
Effect of foreign currency and other
|
(231
|
)
|
|
64
|
|
|
(76
|
)
|
|||
Ending balance
|
$
|
7,214
|
|
|
$
|
7,204
|
|
|
$
|
6,600
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Secured debt
|
$
|
320
|
|
|
$
|
1,182
|
|
Unsecured debt
|
|
|
|
||||
Senior unsecured notes
|
4,500
|
|
|
—
|
|
||
Canadian Health Care Trust (HCT) notes
|
—
|
|
|
1,239
|
|
||
Other unsecured debt
|
1,352
|
|
|
1,713
|
|
||
Total unsecured debt
|
5,852
|
|
|
2,952
|
|
||
Capital leases
|
965
|
|
|
1,038
|
|
||
Total automotive debt(a)
|
7,137
|
|
|
5,172
|
|
||
Less: short-term debt and current portion of long-term debt
|
564
|
|
|
1,748
|
|
||
Total long-term debt
|
$
|
6,573
|
|
|
$
|
3,424
|
|
|
|
|
|
||||
Fair value of automotive debt(b)
|
$
|
6,837
|
|
|
$
|
5,298
|
|
|
|
|
|
||||
Available under credit facility agreements
|
$
|
10,404
|
|
|
$
|
11,119
|
|
Interest rate range on outstanding debt(c)
|
0.0-19.0%
|
|
|
0.0-19.0%
|
|
||
Weighted-average interest rate on outstanding short-term debt(c)
|
9.0
|
%
|
|
3.7
|
%
|
||
Weighted-average interest rate on outstanding long-term debt(c)
|
3.8
|
%
|
|
4.0
|
%
|
(a)
|
Net of a
$765 million
and
$1.1 billion
net discount at December 31, 2013 and 2012.
|
(b)
|
The fair value of debt includes
$6.8 billion
and
$4.1 billion
measured utilizing Level 2 inputs at December 31, 2013 and 2012 and
$1.2 billion
measured utilizing Level 3 inputs at December 31, 2012.
|
(c)
|
Includes coupon rates on debt denominated in various foreign currencies and interest free loans.
|
|
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
|
Carrying Amount
|
|
Fair Value(a)
|
|
Carrying Amount
|
|
Fair Value(a)
|
||||||||
Secured
|
|
|
|
|
|
|
|
|
||||||||
Revolving credit facilities
|
|
$
|
9,000
|
|
|
$
|
8,995
|
|
|
$
|
354
|
|
|
$
|
354
|
|
Securitization notes payable(b)
|
|
13,073
|
|
|
13,175
|
|
|
9,024
|
|
|
9,171
|
|
||||
Total secured
|
|
22,073
|
|
|
22,170
|
|
|
9,378
|
|
|
9,525
|
|
||||
Unsecured
|
|
|
|
|
|
|
|
|
||||||||
Senior notes
|
|
4,000
|
|
|
4,106
|
|
|
1,500
|
|
|
1,620
|
|
||||
Bank lines and other unsecured debt
|
|
2,973
|
|
|
2,972
|
|
|
—
|
|
|
—
|
|
||||
Total unsecured
|
|
6,973
|
|
|
7,078
|
|
|
1,500
|
|
|
1,620
|
|
||||
Total GM Financial debt
|
|
$
|
29,046
|
|
|
$
|
29,248
|
|
|
$
|
10,878
|
|
|
$
|
11,145
|
|
(a)
|
The fair value of debt includes
$23.0 billion
and
$11.1 billion
measured utilizing Level 2 inputs at December 31, 2013 and 2012 and
$6.2 billion
measured utilizing Level 3 inputs at December 31, 2013. For revolving credit facilities with variable interest rates and maturities of one year or less, the carrying amount is considered to be a reasonable estimate of fair value. The fair value of other secured debt and the unsecured debt is based on quoted market prices, when available. If quoted market prices are not available, the market value is estimated by discounting future net cash flows expected to be paid using current risk-adjusted rates.
|
(b)
|
Includes a private securitization that GM Financial used observable and unobservable inputs to estimate fair value. Unobservable inputs are related to the structuring of the debt into various classes, which is based on public securitizations issued during the same time frame. Observable inputs are used by obtaining active prices based on the securitization debt issued during the same time frame. These observable inputs are then used to create expected market prices (unobservable inputs), which are then applied to the debt classes in order to estimate fair value which would approximate market value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Automotive
|
$
|
334
|
|
|
$
|
489
|
|
|
$
|
540
|
|
Automotive Financing - GM Financial
|
715
|
|
|
283
|
|
|
204
|
|
|||
Total interest expense
|
$
|
1,049
|
|
|
$
|
772
|
|
|
$
|
744
|
|
|
Automotive
|
|
Automotive Financing(a)
|
|
Total
|
||||||
2014
|
$
|
543
|
|
|
$
|
13,594
|
|
|
$
|
14,137
|
|
2015
|
147
|
|
|
6,473
|
|
|
6,620
|
|
|||
2016
|
109
|
|
|
4,199
|
|
|
4,308
|
|
|||
2017
|
496
|
|
|
2,337
|
|
|
2,833
|
|
|||
2018
|
1,582
|
|
|
1,693
|
|
|
3,275
|
|
|||
Thereafter
|
5,025
|
|
|
750
|
|
|
5,775
|
|
|||
|
$
|
7,902
|
|
|
$
|
29,046
|
|
|
$
|
36,948
|
|
(a)
|
Secured debt, bank lines and other unsecured debt are based on expected payoff date. Senior notes principal amounts are based on maturity.
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
U.S. hourly and salaried
|
$
|
128
|
|
|
$
|
2,420
|
|
|
$
|
1,962
|
|
Non-U.S.
|
886
|
|
|
855
|
|
|
836
|
|
|||
Total
|
$
|
1,014
|
|
|
$
|
3,275
|
|
|
$
|
2,798
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Employer contributions
|
$
|
393
|
|
|
$
|
432
|
|
|
$
|
426
|
|
Plan participants' contributions
|
29
|
|
|
4
|
|
|
13
|
|
|||
Total contributions
|
$
|
422
|
|
|
$
|
436
|
|
|
$
|
439
|
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
||||||||||||||||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||
Change in benefit obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning benefit obligation
|
$
|
82,110
|
|
|
$
|
29,301
|
|
|
$
|
6,271
|
|
|
$
|
1,528
|
|
|
$
|
108,562
|
|
|
$
|
25,765
|
|
|
$
|
5,822
|
|
|
$
|
1,490
|
|
Service cost
|
298
|
|
|
394
|
|
|
24
|
|
|
13
|
|
|
452
|
|
|
383
|
|
|
23
|
|
|
16
|
|
||||||||
Interest cost
|
2,837
|
|
|
1,010
|
|
|
217
|
|
|
57
|
|
|
4,055
|
|
|
1,110
|
|
|
234
|
|
|
63
|
|
||||||||
Plan participants' contributions
|
—
|
|
|
4
|
|
|
29
|
|
|
2
|
|
|
—
|
|
|
7
|
|
|
4
|
|
|
1
|
|
||||||||
Amendments
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
(32
|
)
|
|
139
|
|
|
—
|
|
|
(52
|
)
|
||||||||
Actuarial (gains) losses
|
(7,661
|
)
|
|
(1,009
|
)
|
|
(757
|
)
|
|
(210
|
)
|
|
8,432
|
|
|
2,774
|
|
|
622
|
|
|
13
|
|
||||||||
Benefits paid
|
(5,719
|
)
|
|
(1,683
|
)
|
|
(422
|
)
|
|
(53
|
)
|
|
(8,422
|
)
|
|
(1,551
|
)
|
|
(436
|
)
|
|
(55
|
)
|
||||||||
Foreign currency translation adjustments
|
—
|
|
|
(528
|
)
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
682
|
|
|
—
|
|
|
30
|
|
||||||||
Business combinations
|
—
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Curtailments, settlements and other
|
(385
|
)
|
|
(85
|
)
|
|
(252
|
)
|
|
3
|
|
|
(30,937
|
)
|
|
(8
|
)
|
|
2
|
|
|
22
|
|
||||||||
Ending benefit obligation
|
71,480
|
|
|
27,528
|
|
|
5,110
|
|
|
1,238
|
|
|
82,110
|
|
|
29,301
|
|
|
6,271
|
|
|
1,528
|
|
||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning fair value of plan assets
|
68,085
|
|
|
15,541
|
|
|
—
|
|
|
—
|
|
|
94,349
|
|
|
14,541
|
|
|
—
|
|
|
—
|
|
||||||||
Actual return on plan assets
|
2,107
|
|
|
988
|
|
|
—
|
|
|
—
|
|
|
10,332
|
|
|
1,344
|
|
|
—
|
|
|
—
|
|
||||||||
Employer contributions
|
128
|
|
|
886
|
|
|
393
|
|
|
51
|
|
|
2,420
|
|
|
855
|
|
|
432
|
|
|
54
|
|
||||||||
Plan participants' contributions
|
—
|
|
|
4
|
|
|
29
|
|
|
2
|
|
|
—
|
|
|
7
|
|
|
4
|
|
|
1
|
|
||||||||
Benefits paid
|
(5,719
|
)
|
|
(1,683
|
)
|
|
(422
|
)
|
|
(53
|
)
|
|
(8,422
|
)
|
|
(1,551
|
)
|
|
(436
|
)
|
|
(55
|
)
|
||||||||
Foreign currency translation adjustments
|
—
|
|
|
(692
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
389
|
|
|
—
|
|
|
—
|
|
||||||||
Business combinations
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Settlements
|
(435
|
)
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
(30,629
|
)
|
|
(207
|
)
|
|
—
|
|
|
—
|
|
||||||||
Other
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
163
|
|
|
—
|
|
|
—
|
|
||||||||
Ending fair value of plan assets
|
64,166
|
|
|
14,986
|
|
|
—
|
|
|
—
|
|
|
68,085
|
|
|
15,541
|
|
|
—
|
|
|
—
|
|
||||||||
Ending funded status
|
$
|
(7,314
|
)
|
|
$
|
(12,542
|
)
|
|
$
|
(5,110
|
)
|
|
$
|
(1,238
|
)
|
|
$
|
(14,025
|
)
|
|
$
|
(13,760
|
)
|
|
$
|
(6,271
|
)
|
|
$
|
(1,528
|
)
|
Amounts recorded in the consolidated balance sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Non-current assets
|
$
|
—
|
|
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(131
|
)
|
|
(379
|
)
|
|
(368
|
)
|
|
(83
|
)
|
|
(95
|
)
|
|
(343
|
)
|
|
(406
|
)
|
|
(84
|
)
|
||||||||
Non-current liabilities
|
(7,183
|
)
|
|
(12,300
|
)
|
|
(4,742
|
)
|
|
(1,155
|
)
|
|
(13,930
|
)
|
|
(13,490
|
)
|
|
(5,865
|
)
|
|
(1,444
|
)
|
||||||||
Net amount recorded
|
$
|
(7,314
|
)
|
|
$
|
(12,542
|
)
|
|
$
|
(5,110
|
)
|
|
$
|
(1,238
|
)
|
|
$
|
(14,025
|
)
|
|
$
|
(13,760
|
)
|
|
$
|
(6,271
|
)
|
|
$
|
(1,528
|
)
|
Amounts recorded in Accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net actuarial gain (loss)
|
$
|
4,747
|
|
|
$
|
(3,379
|
)
|
|
$
|
(542
|
)
|
|
$
|
47
|
|
|
$
|
(1,434
|
)
|
|
$
|
(4,786
|
)
|
|
$
|
(1,573
|
)
|
|
$
|
(188
|
)
|
Net prior service (cost) credit
|
38
|
|
|
(87
|
)
|
|
19
|
|
|
91
|
|
|
42
|
|
|
(111
|
)
|
|
135
|
|
|
118
|
|
||||||||
Total recorded in Accumulated other comprehensive loss
|
$
|
4,785
|
|
|
$
|
(3,466
|
)
|
|
$
|
(523
|
)
|
|
$
|
138
|
|
|
$
|
(1,392
|
)
|
|
$
|
(4,897
|
)
|
|
$
|
(1,438
|
)
|
|
$
|
(70
|
)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
ABO
|
$
|
71,461
|
|
|
$
|
27,069
|
|
|
$
|
82,103
|
|
|
$
|
28,880
|
|
Plans with ABO in excess of plan assets
|
|
|
|
|
|
|
|
||||||||
ABO
|
$
|
71,461
|
|
|
$
|
25,897
|
|
|
$
|
82,103
|
|
|
$
|
28,156
|
|
Fair value of plan assets
|
$
|
64,166
|
|
|
$
|
13,663
|
|
|
$
|
68,085
|
|
|
$
|
14,702
|
|
Plans with PBO in excess of plan assets
|
|
|
|
|
|
|
|
||||||||
PBO
|
$
|
71,480
|
|
|
$
|
26,788
|
|
|
$
|
82,110
|
|
|
$
|
28,537
|
|
Fair value of plan assets
|
$
|
64,166
|
|
|
$
|
14,109
|
|
|
$
|
68,085
|
|
|
$
|
14,704
|
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||||||||||||||||||||||||||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
|
Pension Benefits
|
|
Other Benefits
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||
Components of expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Service cost
|
$
|
395
|
|
|
$
|
425
|
|
|
$
|
24
|
|
|
$
|
13
|
|
|
$
|
590
|
|
|
$
|
411
|
|
|
$
|
23
|
|
|
$
|
16
|
|
|
$
|
632
|
|
|
$
|
399
|
|
|
$
|
23
|
|
|
$
|
30
|
|
Interest cost
|
2,837
|
|
|
1,010
|
|
|
217
|
|
|
57
|
|
|
4,055
|
|
|
1,110
|
|
|
234
|
|
|
63
|
|
|
4,915
|
|
|
1,215
|
|
|
265
|
|
|
186
|
|
||||||||||||
Expected return on plan assets
|
(3,562
|
)
|
|
(823
|
)
|
|
—
|
|
|
—
|
|
|
(5,029
|
)
|
|
(870
|
)
|
|
—
|
|
|
—
|
|
|
(6,692
|
)
|
|
(925
|
)
|
|
—
|
|
|
—
|
|
||||||||||||
Amortization of prior service cost (credit)
|
(4
|
)
|
|
19
|
|
|
(116
|
)
|
|
(14
|
)
|
|
(1
|
)
|
|
1
|
|
|
(116
|
)
|
|
(12
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(39
|
)
|
|
(9
|
)
|
||||||||||||
Recognized net actuarial loss
|
6
|
|
|
208
|
|
|
85
|
|
|
6
|
|
|
2
|
|
|
35
|
|
|
52
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||||||||||
Curtailments, settlements and other (gains) losses
|
(77
|
)
|
|
(6
|
)
|
|
(62
|
)
|
|
—
|
|
|
2,580
|
|
|
71
|
|
|
—
|
|
|
11
|
|
|
(23
|
)
|
|
(7
|
)
|
|
—
|
|
|
(749
|
)
|
||||||||||||
Net periodic pension and OPEB expense (income)
|
$
|
(405
|
)
|
|
$
|
833
|
|
|
$
|
148
|
|
|
$
|
62
|
|
|
$
|
2,197
|
|
|
$
|
758
|
|
|
$
|
193
|
|
|
$
|
84
|
|
|
$
|
(1,170
|
)
|
|
$
|
680
|
|
|
$
|
255
|
|
|
$
|
(542
|
)
|
Weighted-average assumptions used to determine benefit obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Discount rate
|
4.46
|
%
|
|
4.10
|
%
|
|
4.52
|
%
|
|
4.71
|
%
|
|
3.59
|
%
|
|
3.70
|
%
|
|
3.68
|
%
|
|
3.97
|
%
|
|
4.15
|
%
|
|
4.50
|
%
|
|
4.24
|
%
|
|
4.37
|
%
|
||||||||||||
Rate of compensation increase(a)
|
N/A
|
|
|
2.90
|
%
|
|
N/A
|
|
|
4.21
|
%
|
|
N/A
|
|
|
2.77
|
%
|
|
4.50
|
%
|
|
4.21
|
%
|
|
4.50
|
%
|
|
3.11
|
%
|
|
4.50
|
%
|
|
4.20
|
%
|
||||||||||||
Weighted-average assumptions used to determine net expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Discount rate
|
3.59
|
%
|
|
3.69
|
%
|
|
3.69
|
%
|
|
3.97
|
%
|
|
4.06
|
%
|
|
4.45
|
%
|
|
4.24
|
%
|
|
4.31
|
%
|
|
4.96
|
%
|
|
5.16
|
%
|
|
5.05
|
%
|
|
5.01
|
%
|
||||||||||||
Expected rate of return on plan assets
|
5.77
|
%
|
|
5.70
|
%
|
|
N/A
|
|
|
N/A
|
|
|
6.18
|
%
|
|
6.20
|
%
|
|
N/A
|
|
|
N/A
|
|
|
8.00
|
%
|
|
6.50
|
%
|
|
N/A
|
|
|
N/A
|
|
||||||||||||
Rate of compensation increase(a)
|
N/A
|
|
|
2.77
|
%
|
|
4.50
|
%
|
|
4.21
|
%
|
|
4.50
|
%
|
|
3.15
|
%
|
|
4.50
|
%
|
|
4.21
|
%
|
|
3.96
|
%
|
|
3.25
|
%
|
|
4.50
|
%
|
|
4.42
|
%
|
(a)
|
As a result of ceasing the accrual of additional benefits for salaried plan participants, the rate of compensation increase does not have a significant effect on our U.S. pension and OPEB plans.
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
|
U.S. Other Benefit Plans
|
|
Non-U.S. Other Benefit Plans
|
||||||||
Amortization of prior service cost (credit)
|
$
|
(4
|
)
|
|
$
|
19
|
|
|
$
|
(2
|
)
|
|
$
|
(14
|
)
|
Amortization of net actuarial (gain) loss
|
(91
|
)
|
|
159
|
|
|
14
|
|
|
(6
|
)
|
||||
|
$
|
(95
|
)
|
|
$
|
178
|
|
|
$
|
12
|
|
|
$
|
(20
|
)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
Asset Categories
|
|
|
|
|
|
|
|
||||
Equity
|
19
|
%
|
|
28
|
%
|
|
19
|
%
|
|
30
|
%
|
Debt
|
58
|
%
|
|
49
|
%
|
|
60
|
%
|
|
53
|
%
|
Other(a)
|
23
|
%
|
|
23
|
%
|
|
21
|
%
|
|
17
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(a)
|
Primarily includes private equity, real estate and absolute return strategies which mainly consist of hedge funds.
|
|
Fair Value Measurements of U.S. Plan Assets at December 31, 2013
|
|
Fair Value Measurements of Non-U.S. Plan Assets at December 31, 2013
|
|
Total U.S. and Non-U.S. Plan Assets
|
||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Cash equivalents and other short-term investments
|
$
|
—
|
|
|
$
|
411
|
|
|
$
|
—
|
|
|
$
|
411
|
|
|
$
|
—
|
|
|
$
|
156
|
|
|
$
|
—
|
|
|
$
|
156
|
|
|
$
|
567
|
|
Common and preferred stocks(a)
|
10,234
|
|
|
70
|
|
|
6
|
|
|
10,310
|
|
|
1,816
|
|
|
6
|
|
|
—
|
|
|
1,822
|
|
|
12,132
|
|
|||||||||
Government and agency debt securities(b)
|
—
|
|
|
14,971
|
|
|
—
|
|
|
14,971
|
|
|
—
|
|
|
3,418
|
|
|
—
|
|
|
3,418
|
|
|
18,389
|
|
|||||||||
Corporate debt securities(c)
|
—
|
|
|
20,409
|
|
|
58
|
|
|
20,467
|
|
|
—
|
|
|
2,410
|
|
|
12
|
|
|
2,422
|
|
|
22,889
|
|
|||||||||
Mortgage and asset-backed securities
|
—
|
|
|
238
|
|
|
72
|
|
|
310
|
|
|
—
|
|
|
65
|
|
|
2
|
|
|
67
|
|
|
377
|
|
|||||||||
Investment funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Equity funds
|
72
|
|
|
190
|
|
|
44
|
|
|
306
|
|
|
128
|
|
|
1,930
|
|
|
—
|
|
|
2,058
|
|
|
2,364
|
|
|||||||||
Fixed income funds
|
27
|
|
|
8
|
|
|
113
|
|
|
148
|
|
|
—
|
|
|
927
|
|
|
12
|
|
|
939
|
|
|
1,087
|
|
|||||||||
Funds of hedge funds
|
—
|
|
|
—
|
|
|
4,285
|
|
|
4,285
|
|
|
—
|
|
|
—
|
|
|
733
|
|
|
733
|
|
|
5,018
|
|
|||||||||
Other investment funds
|
—
|
|
|
820
|
|
|
732
|
|
|
1,552
|
|
|
—
|
|
|
672
|
|
|
—
|
|
|
672
|
|
|
2,224
|
|
|||||||||
Private equity and debt investments(d)
|
—
|
|
|
—
|
|
|
6,335
|
|
|
6,335
|
|
|
—
|
|
|
—
|
|
|
430
|
|
|
430
|
|
|
6,765
|
|
|||||||||
Real estate investments(e)
|
390
|
|
|
4
|
|
|
4,127
|
|
|
4,521
|
|
|
13
|
|
|
12
|
|
|
1,405
|
|
|
1,430
|
|
|
5,951
|
|
|||||||||
Other investments
|
—
|
|
|
—
|
|
|
62
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
618
|
|
|
618
|
|
|
680
|
|
|||||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest rate contracts
|
5
|
|
|
46
|
|
|
—
|
|
|
51
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
53
|
|
|||||||||
Foreign exchange and other contracts
|
12
|
|
|
111
|
|
|
—
|
|
|
123
|
|
|
2
|
|
|
43
|
|
|
—
|
|
|
45
|
|
|
168
|
|
|||||||||
Total assets
|
10,740
|
|
|
37,278
|
|
|
15,834
|
|
|
63,852
|
|
|
1,960
|
|
|
9,640
|
|
|
3,212
|
|
|
14,812
|
|
|
78,664
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest rate contracts
|
(22
|
)
|
|
(213
|
)
|
|
(6
|
)
|
|
(241
|
)
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(253
|
)
|
|||||||||
Foreign exchange and other contracts
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
(56
|
)
|
|
(154
|
)
|
|||||||||
Total liabilities
|
(22
|
)
|
|
(311
|
)
|
|
(6
|
)
|
|
(339
|
)
|
|
(12
|
)
|
|
(56
|
)
|
|
—
|
|
|
(68
|
)
|
|
(407
|
)
|
|||||||||
Net plan assets subject to leveling
|
$
|
10,718
|
|
|
$
|
36,967
|
|
|
$
|
15,828
|
|
|
63,513
|
|
|
$
|
1,948
|
|
|
$
|
9,584
|
|
|
$
|
3,212
|
|
|
14,744
|
|
|
78,257
|
|
|||
Other plan assets and liabilities(g)
|
|
|
|
|
|
|
653
|
|
|
|
|
|
|
|
|
242
|
|
|
895
|
|
|||||||||||||||
Net Plan Assets
|
|
|
|
|
|
|
$
|
64,166
|
|
|
|
|
|
|
|
|
$
|
14,986
|
|
|
$
|
79,152
|
|
|
Fair Value Measurements of U.S. Plan Assets at December 31, 2012
|
|
Fair Value Measurements of Non-U.S. Plan Assets at December 31, 2012
|
|
Total U.S. and Non-U.S. Plan Assets
|
||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Cash equivalents and other short-term investments
|
$
|
—
|
|
|
$
|
551
|
|
|
$
|
—
|
|
|
$
|
551
|
|
|
$
|
—
|
|
|
$
|
151
|
|
|
$
|
—
|
|
|
$
|
151
|
|
|
$
|
702
|
|
Common and preferred stocks(a)
|
9,663
|
|
|
26
|
|
|
19
|
|
|
9,708
|
|
|
2,227
|
|
|
—
|
|
|
—
|
|
|
2,227
|
|
|
11,935
|
|
|||||||||
Government and agency debt securities(b)
|
—
|
|
|
17,835
|
|
|
—
|
|
|
17,835
|
|
|
—
|
|
|
3,722
|
|
|
—
|
|
|
3,722
|
|
|
21,557
|
|
|||||||||
Corporate debt securities(c)
|
—
|
|
|
19,116
|
|
|
77
|
|
|
19,193
|
|
|
—
|
|
|
2,596
|
|
|
2
|
|
|
2,598
|
|
|
21,791
|
|
|||||||||
Mortgage and asset-backed securities
|
—
|
|
|
1,804
|
|
|
105
|
|
|
1,909
|
|
|
—
|
|
|
54
|
|
|
3
|
|
|
57
|
|
|
1,966
|
|
|||||||||
Investment funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Equity funds
|
66
|
|
|
253
|
|
|
195
|
|
|
514
|
|
|
212
|
|
|
2,009
|
|
|
—
|
|
|
2,221
|
|
|
2,735
|
|
|||||||||
Fixed income funds
|
16
|
|
|
498
|
|
|
190
|
|
|
704
|
|
|
—
|
|
|
1,046
|
|
|
14
|
|
|
1,060
|
|
|
1,764
|
|
|||||||||
Funds of hedge funds
|
—
|
|
|
—
|
|
|
3,768
|
|
|
3,768
|
|
|
—
|
|
|
—
|
|
|
627
|
|
|
627
|
|
|
4,395
|
|
|||||||||
Other investment funds
|
—
|
|
|
837
|
|
|
806
|
|
|
1,643
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|
1,678
|
|
|||||||||
Private equity and debt investments(d)
|
—
|
|
|
—
|
|
|
6,400
|
|
|
6,400
|
|
|
—
|
|
|
—
|
|
|
381
|
|
|
381
|
|
|
6,781
|
|
|||||||||
Real estate investments(e)
|
412
|
|
|
—
|
|
|
4,335
|
|
|
4,747
|
|
|
19
|
|
|
31
|
|
|
1,422
|
|
|
1,472
|
|
|
6,219
|
|
|||||||||
Other investments
|
—
|
|
|
—
|
|
|
63
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
665
|
|
|
665
|
|
|
728
|
|
|||||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest rate contracts
|
15
|
|
|
1,553
|
|
|
—
|
|
|
1,568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,568
|
|
|||||||||
Foreign exchange and other contracts
|
6
|
|
|
124
|
|
|
1
|
|
|
131
|
|
|
2
|
|
|
40
|
|
|
—
|
|
|
42
|
|
|
173
|
|
|||||||||
Total assets
|
10,178
|
|
|
42,597
|
|
|
15,959
|
|
|
68,734
|
|
|
2,460
|
|
|
9,684
|
|
|
3,114
|
|
|
15,258
|
|
|
83,992
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Mortgage and asset-backed securities(f)
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|||||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest rate contracts
|
(21
|
)
|
|
(977
|
)
|
|
(8
|
)
|
|
(1,006
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(1,010
|
)
|
|||||||||
Foreign exchange and other contracts
|
(4
|
)
|
|
(123
|
)
|
|
(1
|
)
|
|
(128
|
)
|
|
(1
|
)
|
|
(36
|
)
|
|
—
|
|
|
(37
|
)
|
|
(165
|
)
|
|||||||||
Total liabilities
|
(25
|
)
|
|
(1,115
|
)
|
|
(9
|
)
|
|
(1,149
|
)
|
|
(5
|
)
|
|
(36
|
)
|
|
—
|
|
|
(41
|
)
|
|
(1,190
|
)
|
|||||||||
Net plan assets subject to leveling
|
$
|
10,153
|
|
|
$
|
41,482
|
|
|
$
|
15,950
|
|
|
67,585
|
|
|
$
|
2,455
|
|
|
$
|
9,648
|
|
|
$
|
3,114
|
|
|
15,217
|
|
|
82,802
|
|
|||
Other plan assets and liabilities(g)
|
|
|
|
|
|
|
500
|
|
|
|
|
|
|
|
|
324
|
|
|
824
|
|
|||||||||||||||
Net Plan Assets
|
|
|
|
|
|
|
$
|
68,085
|
|
|
|
|
|
|
|
|
$
|
15,541
|
|
|
$
|
83,626
|
|
(a)
|
Includes GM common stock of
$2 million
and
$1.4 billion
in Level 1 of U.S. plan assets at December 31, 2013 and 2012.
|
(b)
|
Includes U.S. and sovereign government and agency issues. Excludes mortgage and asset-backed securities.
|
(c)
|
Includes bank debt obligations.
|
(d)
|
Includes private equity investment funds.
|
(e)
|
Includes investment funds and public real estate investment trusts.
|
(f)
|
Primarily investments sold short.
|
(g)
|
Cash held by the plans, net of amounts receivable/payable for unsettled security transactions and payables for investment manager fees, custody fees and other expenses.
|
|
Balance at January 1, 2013
|
|
Net Realized/Unrealized
Gains (Losses)
|
|
Purchases, Sales and
Settlements, Net
|
|
Transfers Into/Out of Level 3
|
|
Balance at December 31, 2013
|
|
Change in Unrealized Gains/(Losses) Attributable to Assets Held at
December 31, 2013
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common and preferred stocks
|
$
|
19
|
|
|
$
|
3
|
|
|
$
|
(16
|
)
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
1
|
|
Corporate debt securities
|
77
|
|
|
5
|
|
|
(24
|
)
|
|
—
|
|
|
58
|
|
|
(2
|
)
|
||||||
Mortgage and asset-backed securities
|
105
|
|
|
1
|
|
|
(34
|
)
|
|
—
|
|
|
72
|
|
|
(1
|
)
|
||||||
Investment funds
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity funds
|
195
|
|
|
(3
|
)
|
|
(148
|
)
|
|
—
|
|
|
44
|
|
|
—
|
|
||||||
Fixed income funds
|
190
|
|
|
17
|
|
|
(94
|
)
|
|
—
|
|
|
113
|
|
|
11
|
|
||||||
Funds of hedge funds
|
3,768
|
|
|
498
|
|
|
19
|
|
|
—
|
|
|
4,285
|
|
|
497
|
|
||||||
Other investment funds
|
806
|
|
|
40
|
|
|
(114
|
)
|
|
—
|
|
|
732
|
|
|
29
|
|
||||||
Private equity and debt investments
|
6,400
|
|
|
926
|
|
|
(991
|
)
|
|
—
|
|
|
6,335
|
|
|
436
|
|
||||||
Real estate investments
|
4,335
|
|
|
458
|
|
|
(666
|
)
|
|
—
|
|
|
4,127
|
|
|
190
|
|
||||||
Other investments
|
63
|
|
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
62
|
|
|
(2
|
)
|
||||||
Total assets
|
15,958
|
|
|
1,943
|
|
|
(2,067
|
)
|
|
—
|
|
|
15,834
|
|
|
1,159
|
|
||||||
Derivatives, net
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
(8
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
1
|
|
||||||
Total net assets
|
$
|
15,950
|
|
|
$
|
1,945
|
|
|
$
|
(2,067
|
)
|
|
$
|
—
|
|
|
$
|
15,828
|
|
|
$
|
1,160
|
|
|
Balance at January 1, 2012
|
|
Net Realized/Unrealized
Gains (Losses)
|
|
Purchases, Sales and
Settlements, Net
|
|
Transfers Into/Out of Level 3
|
|
Balance at December 31, 2012
|
|
Change in Unrealized Gains/(Losses) Attributable to Assets Held at
December 31, 2012
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common and preferred stocks
|
$
|
46
|
|
|
$
|
1
|
|
|
$
|
(25
|
)
|
|
$
|
(3
|
)
|
|
$
|
19
|
|
|
$
|
3
|
|
Government and agency debt securities
|
3
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Corporate debt securities
|
352
|
|
|
1
|
|
|
(258
|
)
|
|
(18
|
)
|
|
77
|
|
|
(35
|
)
|
||||||
Mortgage and asset-backed securities
|
197
|
|
|
34
|
|
|
(120
|
)
|
|
(6
|
)
|
|
105
|
|
|
24
|
|
||||||
Group annuity contracts
|
3,209
|
|
|
77
|
|
|
(3,286
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Investment funds
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity funds
|
521
|
|
|
51
|
|
|
(414
|
)
|
|
37
|
|
|
195
|
|
|
18
|
|
||||||
Fixed income funds
|
1,210
|
|
|
47
|
|
|
(1,067
|
)
|
|
—
|
|
|
190
|
|
|
(3
|
)
|
||||||
Funds of hedge funds
|
5,918
|
|
|
310
|
|
|
(2,460
|
)
|
|
—
|
|
|
3,768
|
|
|
239
|
|
||||||
Other investment funds
|
2,270
|
|
|
55
|
|
|
(1,531
|
)
|
|
12
|
|
|
806
|
|
|
(2
|
)
|
||||||
Private equity and debt investments
|
8,444
|
|
|
1,022
|
|
|
(3,038
|
)
|
|
(28
|
)
|
|
6,400
|
|
|
154
|
|
||||||
Real estate investments
|
5,092
|
|
|
198
|
|
|
(955
|
)
|
|
—
|
|
|
4,335
|
|
|
(80
|
)
|
||||||
Other investments
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
63
|
|
|
—
|
|
||||||
Total assets
|
27,262
|
|
|
1,795
|
|
|
(13,093
|
)
|
|
(6
|
)
|
|
15,958
|
|
|
318
|
|
||||||
Derivatives, net
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
7
|
|
|
3
|
|
|
(14
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|
(1
|
)
|
||||||
Foreign exchange and other contracts
|
(6
|
)
|
|
1
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total net assets
|
$
|
27,263
|
|
|
$
|
1,799
|
|
|
$
|
(13,102
|
)
|
|
$
|
(10
|
)
|
|
$
|
15,950
|
|
|
$
|
317
|
|
|
Balance at January 1, 2013
|
|
Net Realized/Unrealized
Gains (Losses)
|
|
Purchases, Sales and
Settlements, Net
|
|
Transfers Into/Out of Level 3
|
|
Effect of Foreign Currency
|
|
Balance at December 31, 2013
|
|
Change in Unrealized Gains/(Losses) Attributable to Assets Held at
December 31, 2013
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Corporate debt securities
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
1
|
|
Mortgage and asset-backed securities
|
3
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||||
Investment funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed income funds
|
14
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|||||||
Funds of hedge funds
|
627
|
|
|
111
|
|
|
28
|
|
|
—
|
|
|
(33
|
)
|
|
733
|
|
|
112
|
|
|||||||
Private equity and debt investments
|
381
|
|
|
73
|
|
|
3
|
|
|
—
|
|
|
(27
|
)
|
|
430
|
|
|
53
|
|
|||||||
Real estate investments
|
1,422
|
|
|
103
|
|
|
(57
|
)
|
|
—
|
|
|
(63
|
)
|
|
1,405
|
|
|
122
|
|
|||||||
Other investments
|
665
|
|
|
(10
|
)
|
|
(43
|
)
|
|
—
|
|
|
6
|
|
|
618
|
|
|
4
|
|
|||||||
Total assets
|
$
|
3,114
|
|
|
$
|
277
|
|
|
$
|
(63
|
)
|
|
$
|
1
|
|
|
$
|
(117
|
)
|
|
$
|
3,212
|
|
|
$
|
292
|
|
|
Balance at January 1, 2012
|
|
Net Realized/Unrealized
Gains (Losses)
|
|
Purchases, Sales and
Settlements, Net
|
|
Transfers Into/Out of Level 3
|
|
Effect of Foreign Currency
|
|
Balance at December 31, 2012
|
|
Change in Unrealized Gains/(Losses) Attributable to Assets Held at
December 31, 2012
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Government and agency debt securities
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate debt securities
|
4
|
|
|
2
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||||
Mortgage and asset-backed securities
|
4
|
|
|
—
|
|
|
(4
|
)
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|||||||
Investment funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity funds
|
146
|
|
|
(24
|
)
|
|
(124
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||||
Fixed income funds
|
20
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|||||||
Funds of hedge funds
|
585
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
627
|
|
|
26
|
|
|||||||
Other investment funds
|
247
|
|
|
17
|
|
|
(269
|
)
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|||||||
Private equity and debt investments
|
298
|
|
|
46
|
|
|
29
|
|
|
—
|
|
|
8
|
|
|
381
|
|
|
24
|
|
|||||||
Real estate investments
|
1,345
|
|
|
123
|
|
|
(82
|
)
|
|
—
|
|
|
36
|
|
|
1,422
|
|
|
119
|
|
|||||||
Other investments
|
428
|
|
|
16
|
|
|
203
|
|
|
—
|
|
|
18
|
|
|
665
|
|
|
10
|
|
|||||||
Total assets
|
$
|
3,078
|
|
|
$
|
205
|
|
|
$
|
(258
|
)
|
|
$
|
3
|
|
|
$
|
86
|
|
|
$
|
3,114
|
|
|
$
|
179
|
|
|
Pension Benefits(a)
|
|
Other Benefits
|
||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
2014
|
$
|
5,780
|
|
|
$
|
1,609
|
|
|
$
|
376
|
|
|
$
|
77
|
|
2015
|
$
|
5,687
|
|
|
$
|
1,597
|
|
|
$
|
364
|
|
|
$
|
65
|
|
2016
|
$
|
5,475
|
|
|
$
|
1,688
|
|
|
$
|
352
|
|
|
$
|
65
|
|
2017
|
$
|
5,368
|
|
|
$
|
1,711
|
|
|
$
|
341
|
|
|
$
|
65
|
|
2018
|
$
|
5,210
|
|
|
$
|
1,581
|
|
|
$
|
332
|
|
|
$
|
66
|
|
2019 - 2023
|
$
|
24,019
|
|
|
$
|
7,858
|
|
|
$
|
1,576
|
|
|
$
|
357
|
|
(a)
|
Benefits for most U.S. pension plans and certain non-U.S. pension plans are paid out of plan assets rather than our Cash and cash equivalents.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Liability Recorded
|
|
Maximum Liability(a)
|
|
Liability Recorded
|
|
Maximum Liability(a)
|
||||||||
Guarantees
|
|
|
|
|
|
|
|
||||||||
Third-party commercial loans and other obligations(b)
|
$
|
51
|
|
|
$
|
15,616
|
|
|
$
|
168
|
|
|
$
|
22,496
|
|
Other product-related claims
|
$
|
54
|
|
|
$
|
1,317
|
|
|
$
|
51
|
|
|
$
|
1,040
|
|
(a)
|
Calculated as future undiscounted payments.
|
(b)
|
Includes liabilities recorded of
$10 million
and
$15 million
and maximum liabilities of
$15.3 billion
and
$22.1 billion
related to Ally Financial repurchase obligations at
December 31, 2013
and
2012
.
|
|
Liability Recorded
|
||||||
|
December 31, 2013
|
|
December 31, 2012
|
||||
Other litigation-related liability and tax administrative matters(a)
|
$
|
1,227
|
|
|
$
|
1,728
|
|
Product liability
|
$
|
690
|
|
|
$
|
601
|
|
Credit card programs(b)
|
|
|
|
||||
Redemption liability(c)
|
$
|
183
|
|
|
$
|
209
|
|
Deferred revenue(d)
|
$
|
295
|
|
|
$
|
355
|
|
Environmental liability
|
$
|
154
|
|
|
$
|
166
|
|
(a)
|
Primarily indirect tax-related litigation as well as various non-U.S. labor related matters.
|
(b)
|
At
December 31, 2013
and
2012
qualified cardholders had rebates available, net of deferred program revenue, of approximately
$2.6 billion
and
$2.9 billion
.
|
(c)
|
Recorded in Accrued liabilities.
|
(d)
|
Recorded in Other liabilities and deferred income taxes.
|
|
|
|
|
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
||||||||||||
Minimum commitments(a)
|
$
|
363
|
|
|
$
|
290
|
|
|
$
|
225
|
|
|
$
|
156
|
|
|
$
|
132
|
|
|
$
|
499
|
|
Sublease income
|
(52
|
)
|
|
(58
|
)
|
|
(60
|
)
|
|
(59
|
)
|
|
(56
|
)
|
|
(293
|
)
|
||||||
Net minimum commitments
|
$
|
311
|
|
|
$
|
232
|
|
|
$
|
165
|
|
|
$
|
97
|
|
|
$
|
76
|
|
|
$
|
206
|
|
(a)
|
Certain of the leases contain escalation clauses and renewal or purchase options.
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
U.S. income (loss)
|
$
|
4,880
|
|
|
$
|
(19,063
|
)
|
|
$
|
2,883
|
|
Non-U.S. income (loss)
|
768
|
|
|
(11,194
|
)
|
|
3,102
|
|
|||
Income (loss) before income taxes and equity income and gain on investments
|
$
|
5,648
|
|
|
$
|
(30,257
|
)
|
|
$
|
5,985
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Current income tax expense (benefit)
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(34
|
)
|
|
$
|
6
|
|
|
$
|
(134
|
)
|
U.S. state and local
|
88
|
|
|
78
|
|
|
58
|
|
|||
Non-U.S.
|
512
|
|
|
646
|
|
|
275
|
|
|||
Total current income tax expense
|
566
|
|
|
730
|
|
|
199
|
|
|||
Deferred income tax expense (benefit)
|
|
|
|
|
|
||||||
U.S. federal
|
1,049
|
|
|
(28,965
|
)
|
|
8
|
|
|||
U.S. state and local
|
137
|
|
|
(3,415
|
)
|
|
(28
|
)
|
|||
Non-U.S.
|
375
|
|
|
(3,181
|
)
|
|
(289
|
)
|
|||
Total deferred income tax expense (benefit)
|
1,561
|
|
|
(35,561
|
)
|
|
(309
|
)
|
|||
Total income tax expense (benefit)
|
$
|
2,127
|
|
|
$
|
(34,831
|
)
|
|
$
|
(110
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Income tax expense (benefit) at U.S. federal statutory income tax rate
|
$
|
1,977
|
|
|
$
|
(10,590
|
)
|
|
$
|
2,094
|
|
State and local tax expense
|
145
|
|
|
254
|
|
|
215
|
|
|||
Non-U.S. income taxed at other than 35%
|
(168
|
)
|
|
908
|
|
|
(172
|
)
|
|||
Foreign tax credit election change
|
—
|
|
|
(1,075
|
)
|
|
—
|
|
|||
U.S. tax on Non-U.S. income
|
543
|
|
|
713
|
|
|
(122
|
)
|
|||
Change in valuation allowance
|
182
|
|
|
(33,917
|
)
|
|
(2,386
|
)
|
|||
Change in tax laws
|
146
|
|
|
67
|
|
|
(33
|
)
|
|||
Research incentives
|
(490
|
)
|
|
(68
|
)
|
|
(45
|
)
|
|||
Gain on sale of New Delphi equity interests
|
—
|
|
|
—
|
|
|
599
|
|
|||
Goodwill impairment
|
124
|
|
|
8,705
|
|
|
377
|
|
|||
Settlements of prior year tax matters
|
(473
|
)
|
|
—
|
|
|
(56
|
)
|
|||
VEBA contribution
|
—
|
|
|
—
|
|
|
(476
|
)
|
|||
Foreign currency remeasurement
|
(21
|
)
|
|
(36
|
)
|
|
59
|
|
|||
Pension contribution
|
—
|
|
|
—
|
|
|
(127
|
)
|
|||
U.S. salaried pension plan settlement
|
—
|
|
|
541
|
|
|
—
|
|
|||
Other adjustments
|
162
|
|
|
(333
|
)
|
|
(37
|
)
|
|||
Total income tax expense (benefit)
|
$
|
2,127
|
|
|
$
|
(34,831
|
)
|
|
$
|
(110
|
)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Deferred tax assets
|
|
|
|
||||
Postretirement benefits other than pensions
|
$
|
2,902
|
|
|
$
|
3,494
|
|
Pension and other employee benefit plans
|
5,469
|
|
|
8,536
|
|
||
Warranties, dealer and customer allowances, claims and discounts
|
4,282
|
|
|
4,277
|
|
||
Property, plants and equipment
|
2,464
|
|
|
2,225
|
|
||
Capitalized research expenditures
|
7,179
|
|
|
6,106
|
|
||
Operating loss and tax credit carryforwards(a)
|
19,342
|
|
|
20,220
|
|
||
Miscellaneous
|
1,663
|
|
|
3,443
|
|
||
Total deferred tax assets before valuation allowances
|
43,301
|
|
|
48,301
|
|
||
Less: valuation allowances
|
(10,823
|
)
|
|
(10,991
|
)
|
||
Total deferred tax assets
|
32,478
|
|
|
37,310
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Intangible assets
|
397
|
|
|
724
|
|
||
Net deferred tax assets
|
$
|
32,081
|
|
|
$
|
36,586
|
|
(a)
|
Includes operating loss and tax credit carryforwards of
$16.3 billion
expiring through
2033
and
$3.0 billion
that may be carried forward indefinitely at December 31, 2013.
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Beginning balance
|
$
|
2,745
|
|
|
$
|
2,370
|
|
|
$
|
5,169
|
|
Additions to current year tax positions
|
251
|
|
|
112
|
|
|
129
|
|
|||
Additions to prior years' tax positions
|
276
|
|
|
512
|
|
|
562
|
|
|||
Reductions to prior years' tax positions
|
(535
|
)
|
|
(141
|
)
|
|
(1,002
|
)
|
|||
Reductions in tax positions due to lapse of statutory limitations
|
(73
|
)
|
|
(34
|
)
|
|
(64
|
)
|
|||
Settlements
|
(132
|
)
|
|
(112
|
)
|
|
(2,399
|
)
|
|||
Other
|
(2
|
)
|
|
38
|
|
|
(25
|
)
|
|||
Ending balance
|
$
|
2,530
|
|
|
$
|
2,745
|
|
|
$
|
2,370
|
|
|
GMNA
|
|
GME
|
|
GMIO
|
|
GMSA
|
|
Total
|
||||||||||
Balance at January 1, 2011(a)
|
$
|
1,135
|
|
|
$
|
664
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
1,802
|
|
Additions, interest accretion and other
|
104
|
|
|
449
|
|
|
—
|
|
|
81
|
|
|
634
|
|
|||||
Payments
|
(366
|
)
|
|
(395
|
)
|
|
(2
|
)
|
|
(68
|
)
|
|
(831
|
)
|
|||||
Revisions to estimates
|
19
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Effect of foreign currency
|
(8
|
)
|
|
(22
|
)
|
|
—
|
|
|
(1
|
)
|
|
(31
|
)
|
|||||
Balance at December 31, 2011(a)
|
884
|
|
|
687
|
|
|
1
|
|
|
12
|
|
|
1,584
|
|
|||||
Additions, interest accretion and other
|
140
|
|
|
254
|
|
|
84
|
|
|
92
|
|
|
570
|
|
|||||
Payments
|
(304
|
)
|
|
(344
|
)
|
|
(46
|
)
|
|
(55
|
)
|
|
(749
|
)
|
|||||
Revisions to estimates
|
(78
|
)
|
|
(17
|
)
|
|
(1
|
)
|
|
(11
|
)
|
|
(107
|
)
|
|||||
Effect of foreign currency
|
11
|
|
|
10
|
|
|
1
|
|
|
—
|
|
|
22
|
|
|||||
Balance at December 31, 2012(a)
|
653
|
|
|
590
|
|
|
39
|
|
|
38
|
|
|
1,320
|
|
|||||
Additions, interest accretion and other
|
58
|
|
|
202
|
|
|
404
|
|
|
50
|
|
|
714
|
|
|||||
Payments
|
(182
|
)
|
|
(299
|
)
|
|
(111
|
)
|
|
(68
|
)
|
|
(660
|
)
|
|||||
Revisions to estimates
|
(16
|
)
|
|
(9
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
(29
|
)
|
|||||
Effect of foreign currency
|
(16
|
)
|
|
19
|
|
|
4
|
|
|
(3
|
)
|
|
4
|
|
|||||
Balance at December 31, 2013(a)
|
$
|
497
|
|
|
$
|
503
|
|
|
$
|
333
|
|
|
$
|
16
|
|
|
$
|
1,349
|
|
(a)
|
The remaining cash payments related to these reserves for restructuring and other initiatives, including temporary layoff benefits of
$353 million
,
$356 million
and
$376 million
at December 31, 2013, 2012 and 2011 for GMNA, primarily relate to postemployment benefits to be paid.
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Interest income
|
$
|
246
|
|
|
$
|
343
|
|
|
$
|
455
|
|
Net gains (losses) on derivatives
|
(13
|
)
|
|
(63
|
)
|
|
41
|
|
|||
Dividends and royalties
|
97
|
|
|
98
|
|
|
153
|
|
|||
Foreign currency transaction and translation gains (losses)
|
(154
|
)
|
|
16
|
|
|
(48
|
)
|
|||
Gains (losses) on securities and other investments - realized and unrealized
|
691
|
|
|
(193
|
)
|
|
(9
|
)
|
|||
Deferred income from technology agreements
|
100
|
|
|
114
|
|
|
113
|
|
|||
Other
|
96
|
|
|
530
|
|
|
146
|
|
|||
Total interest income and other non-operating income, net
|
$
|
1,063
|
|
|
$
|
845
|
|
|
$
|
851
|
|
|
Liquidation Preference Per Share
|
|
Dividend Rate Per Annum
|
|
Dividends Paid
|
|||||||||||||
Years Ended December 31,
|
||||||||||||||||||
2013
|
|
2012
|
|
2011
|
||||||||||||||
Series A Preferred Stock
|
$
|
25.00
|
|
|
9.00
|
%
|
|
$
|
1,370
|
|
|
$
|
621
|
|
|
$
|
621
|
|
Series B Preferred Stock
|
$
|
50.00
|
|
|
4.75
|
%
|
|
$
|
237
|
|
|
$
|
238
|
|
|
$
|
243
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||||||||||||||
|
Pre-tax Amount
|
|
Tax Expense (Benefit)
|
|
Net Amount
|
|
Pre-tax Amount
|
|
Tax Expense(Benefit)
|
|
Net Amount
|
|
Pre-tax Amount
|
|
Tax Expense (Benefit)
|
|
Net Amount
|
||||||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at beginning of period
|
$
|
112
|
|
|
$
|
11
|
|
|
$
|
101
|
|
|
$
|
226
|
|
|
$
|
11
|
|
|
$
|
215
|
|
|
$
|
405
|
|
|
$
|
11
|
|
|
$
|
394
|
|
Other comprehensive income (loss)
|
(722
|
)
|
|
11
|
|
|
(733
|
)
|
|
(103
|
)
|
|
—
|
|
|
(103
|
)
|
|
(183
|
)
|
|
—
|
|
|
(183
|
)
|
|||||||||
Purchase of noncontrolling interest shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||||
Other comprehensive income (loss) attributable to noncontrolling interests
|
18
|
|
|
—
|
|
|
18
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||||||
Balance at end of period
|
$
|
(592
|
)
|
|
$
|
22
|
|
|
$
|
(614
|
)
|
|
$
|
112
|
|
|
$
|
11
|
|
|
$
|
101
|
|
|
$
|
226
|
|
|
$
|
11
|
|
|
$
|
215
|
|
Cash flow hedging gains (losses), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(23
|
)
|
|
$
|
—
|
|
|
$
|
(23
|
)
|
Other comprehensive income before reclassification adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|||||||||
Reclassification adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
25
|
|
|
—
|
|
|
25
|
|
|||||||||
Balance at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Unrealized gain (loss) on securities, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at beginning of period
|
$
|
63
|
|
|
$
|
22
|
|
|
$
|
41
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
(5
|
)
|
Other comprehensive income (loss) before reclassification adjustment
|
133
|
|
|
(6
|
)
|
|
139
|
|
|
(140
|
)
|
|
22
|
|
|
(162
|
)
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||||
Reclassification adjustment
|
(185
|
)
|
|
(7
|
)
|
|
(178
|
)
|
|
202
|
|
|
(5
|
)
|
|
207
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other comprehensive income (loss)
|
(52
|
)
|
|
(13
|
)
|
|
(39
|
)
|
|
62
|
|
|
17
|
|
|
45
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||||
Balance at end of period
|
$
|
11
|
|
|
$
|
9
|
|
|
$
|
2
|
|
|
$
|
63
|
|
|
$
|
22
|
|
|
$
|
41
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
(4
|
)
|
Defined benefit plans, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at beginning of period
|
$
|
(7,794
|
)
|
|
$
|
400
|
|
|
$
|
(8,194
|
)
|
|
$
|
(4,665
|
)
|
|
$
|
1,409
|
|
|
$
|
(6,074
|
)
|
|
$
|
2,298
|
|
|
$
|
1,413
|
|
|
$
|
885
|
|
Other comprehensive income before reclassification adjustment - prior service cost (credit)
|
6
|
|
|
(4
|
)
|
|
10
|
|
|
(53
|
)
|
|
(95
|
)
|
|
42
|
|
|
302
|
|
|
1
|
|
|
301
|
|
|||||||||
Other comprehensive income (loss) before reclassification adjustment - actuarial gain (loss)
|
8,673
|
|
|
3,091
|
|
|
5,582
|
|
|
(3,180
|
)
|
|
(926
|
)
|
|
(2,254
|
)
|
|
(7,578
|
)
|
|
(10
|
)
|
|
(7,568
|
)
|
|||||||||
Reclassification adjustment - prior service cost (credit)(a)
|
(128
|
)
|
|
(44
|
)
|
|
(84
|
)
|
|
(125
|
)
|
|
(5
|
)
|
|
(120
|
)
|
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
|||||||||
Reclassification adjustment - actuarial gain (loss)(a)
|
178
|
|
|
(7
|
)
|
|
185
|
|
|
229
|
|
|
17
|
|
|
212
|
|
|
366
|
|
|
5
|
|
|
361
|
|
|||||||||
Other comprehensive income (loss)
|
8,729
|
|
|
3,036
|
|
|
5,693
|
|
|
(3,129
|
)
|
|
(1,009
|
)
|
|
(2,120
|
)
|
|
(6,962
|
)
|
|
(4
|
)
|
|
(6,958
|
)
|
|||||||||
Purchase of noncontrolling interest shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||||
Balance at end of period
|
$
|
935
|
|
|
$
|
3,436
|
|
|
$
|
(2,501
|
)
|
|
$
|
(7,794
|
)
|
|
$
|
400
|
|
|
$
|
(8,194
|
)
|
|
$
|
(4,665
|
)
|
|
$
|
1,409
|
|
|
$
|
(6,074
|
)
|
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at beginning of period
|
$
|
(7,619
|
)
|
|
$
|
433
|
|
|
$
|
(8,052
|
)
|
|
$
|
(4,436
|
)
|
|
$
|
1,425
|
|
|
$
|
(5,861
|
)
|
|
$
|
2,680
|
|
|
$
|
1,429
|
|
|
$
|
1,251
|
|
Other comprehensive income (loss) before reclassification adjustment
|
8,090
|
|
|
3,092
|
|
|
4,998
|
|
|
(3,476
|
)
|
|
(999
|
)
|
|
(2,477
|
)
|
|
(7,433
|
)
|
|
(9
|
)
|
|
(7,424
|
)
|
|||||||||
Reclassification adjustment
|
(135
|
)
|
|
(58
|
)
|
|
(77
|
)
|
|
304
|
|
|
7
|
|
|
297
|
|
|
314
|
|
|
5
|
|
|
309
|
|
|||||||||
Other comprehensive income (loss)
|
7,955
|
|
|
3,034
|
|
|
4,921
|
|
|
(3,172
|
)
|
|
(992
|
)
|
|
(2,180
|
)
|
|
(7,119
|
)
|
|
(4
|
)
|
|
(7,115
|
)
|
|||||||||
Purchase of noncontrolling interest shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||||||||
Other comprehensive income (loss) attributable to noncontrolling interests
|
18
|
|
|
—
|
|
|
18
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||||||
Balance at end of period
|
$
|
354
|
|
|
$
|
3,467
|
|
|
$
|
(3,113
|
)
|
|
$
|
(7,619
|
)
|
|
$
|
433
|
|
|
$
|
(8,052
|
)
|
|
$
|
(4,436
|
)
|
|
$
|
1,425
|
|
|
$
|
(5,861
|
)
|
(a)
|
Included in the computation of net periodic pension and OPEB (income) expense. Refer to
Note 15
for additional information.
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Basic earnings per share
|
|
|
|
|
|
||||||
Net income attributable to stockholders
|
$
|
5,346
|
|
|
$
|
6,188
|
|
|
$
|
9,190
|
|
Less: cumulative dividends on preferred stock and charge related to purchase of preferred stock(a)
|
(1,576
|
)
|
|
(859
|
)
|
|
(859
|
)
|
|||
Less: undistributed earnings allocated to Series B Preferred Stock participating security
|
—
|
|
|
(470
|
)
|
|
(746
|
)
|
|||
Net income attributable to common stockholders
|
$
|
3,770
|
|
|
$
|
4,859
|
|
|
$
|
7,585
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding - basic
|
1,393
|
|
|
1,566
|
|
|
1,536
|
|
|||
Basic earnings per common share
|
$
|
2.71
|
|
|
$
|
3.10
|
|
|
$
|
4.94
|
|
Diluted earnings per share
|
|
|
|
|
|
||||||
Net income attributable to stockholders
|
$
|
5,346
|
|
|
$
|
6,188
|
|
|
$
|
9,190
|
|
Add: preferred dividends to holders of Series B Preferred Stock
|
218
|
|
|
—
|
|
|
—
|
|
|||
Less: cumulative dividends on preferred stock and charge related to purchase of preferred stock(a)
|
(1,576
|
)
|
|
(859
|
)
|
|
(859
|
)
|
|||
Less: undistributed earnings allocated to Series B Preferred Stock participating security
|
—
|
|
|
(442
|
)
|
|
(693
|
)
|
|||
Net income attributable to common stockholders
|
$
|
3,988
|
|
|
$
|
4,887
|
|
|
$
|
7,638
|
|
Weighted-average common shares outstanding - diluted
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding - basic
|
1,393
|
|
|
1,566
|
|
|
1,536
|
|
|||
Dilutive effect of warrants
|
146
|
|
|
104
|
|
|
130
|
|
|||
Dilutive effect of conversion of Series B Preferred Stock
|
134
|
|
|
—
|
|
|
—
|
|
|||
Dilutive effect of RSUs
|
3
|
|
|
5
|
|
|
2
|
|
|||
Weighted-average common shares outstanding - diluted
|
1,676
|
|
|
1,675
|
|
|
1,668
|
|
|||
|
|
|
|
|
|
||||||
Diluted earnings per common share
|
$
|
2.38
|
|
|
$
|
2.92
|
|
|
$
|
4.58
|
|
(a)
|
Includes earned but undeclared dividends of
$15 million
,
$26 million
and
$26 million
on our Series A Preferred Stock in the years ended December 31, 2013, 2012 and 2011 and
$20 million
on our Series B Preferred Stock in the years ended December 31, 2012 and 2011.
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|
Weighted-Average Remaining Contractual Term in Years
|
|||
RSUs outstanding at January 1, 2013
|
26.9
|
|
|
$
|
23.06
|
|
|
0.7
|
Granted
|
8.9
|
|
|
$
|
29.05
|
|
|
|
Settled
|
(16.0
|
)
|
|
$
|
20.60
|
|
|
|
Forfeited or expired
|
(1.2
|
)
|
|
$
|
27.20
|
|
|
|
RSUs outstanding at December 31, 2013
|
18.6
|
|
|
$
|
27.76
|
|
|
1.2
|
|
|
|
|
|
|
|||
RSUs unvested and expected to vest at December 31, 2013
|
9.2
|
|
|
$
|
27.94
|
|
|
1.6
|
RSUs vested and payable at December 31, 2013
|
8.8
|
|
|
$
|
27.61
|
|
|
—
|
RSUs granted in the year ended December 31, 2012
|
|
|
$
|
25.10
|
|
|
|
|
RSUs granted in the year ended December 31, 2011
|
|
|
$
|
31.18
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Compensation expense
|
$
|
311
|
|
|
$
|
302
|
|
|
$
|
233
|
|
Income tax benefit
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Total net sales and revenue
|
$
|
36,884
|
|
|
$
|
39,075
|
|
|
$
|
38,983
|
|
|
$
|
40,485
|
|
Automotive gross margin
|
$
|
3,727
|
|
|
$
|
4,416
|
|
|
$
|
4,954
|
|
|
$
|
4,070
|
|
Net income
|
$
|
1,185
|
|
|
$
|
1,388
|
|
|
$
|
1,705
|
|
|
$
|
1,053
|
|
Net income attributable to stockholders
|
$
|
1,175
|
|
|
$
|
1,414
|
|
|
$
|
1,717
|
|
|
$
|
1,040
|
|
Earnings per share, basic
|
$
|
0.63
|
|
|
$
|
0.87
|
|
|
$
|
0.50
|
|
|
$
|
0.64
|
|
Earnings per share, diluted
|
$
|
0.58
|
|
|
$
|
0.75
|
|
|
$
|
0.45
|
|
|
$
|
0.57
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
2012
|
|
|
|
|
|
|
|
||||||||
Total net sales and revenue
|
$
|
37,759
|
|
|
$
|
37,614
|
|
|
$
|
37,576
|
|
|
$
|
39,307
|
|
Automotive gross margin
|
$
|
4,418
|
|
|
$
|
4,449
|
|
|
$
|
4,327
|
|
|
$
|
(3,135
|
)
|
Net income
|
$
|
1,350
|
|
|
$
|
1,901
|
|
|
$
|
1,854
|
|
|
$
|
1,031
|
|
Net income attributable to stockholders
|
$
|
1,315
|
|
|
$
|
1,846
|
|
|
$
|
1,833
|
|
|
$
|
1,194
|
|
Earnings per share, basic
|
$
|
0.64
|
|
|
$
|
0.95
|
|
|
$
|
0.94
|
|
|
$
|
0.58
|
|
Earnings per share, diluted
|
$
|
0.60
|
|
|
$
|
0.90
|
|
|
$
|
0.89
|
|
|
$
|
0.54
|
|
•
|
Benefit from the release of GM Korea wage litigation accruals of
$846 million
in GMIO.
|
•
|
Property and intangible asset impairment charges of
$805 million
at Holden and GM India in GMIO.
|
•
|
Charges of
$745 million
related to our plans to cease mainstream distribution of Chevrolet brand in Europe in GMIO.
|
•
|
Gain on sale of equity investment in Ally Financial of
$483 million
in Corporate.
|
•
|
Goodwill impairment charges of
$481 million
in GMIO.
|
•
|
Tax benefit of
$473 million
from remeasurement of uncertain tax position in Corporate.
|
•
|
Gain on sale of equity investment in PSA of
$152 million
in GME.
|
•
|
Charge of
$162 million
in GMSA for the Venezuela currency devaluation.
|
•
|
Deferred tax asset valuation allowance release of
$36.3 billion
in the U.S. and Canada.
|
•
|
Goodwill impairment charges of
$26.5 billion
in GMNA and GMIO.
|
•
|
Property, plant and equipment impairment charges of
$3.7 billion
in GME.
|
•
|
Pension settlement charge of
$2.6 billion
in GMNA.
|
•
|
Intangible asset impairment charges of
$1.8 billion
in GME.
|
•
|
Charge of
$525 million
for GM Korea hourly wage litigation.
|
•
|
Charge of
$402 million
which represents the premium paid to purchase our common stock from the UST in Corporate.
|
•
|
Goodwill impairment charges of
$617 million
in GMIO and GME.
|
• Buick
|
• Cadillac
|
• Chevrolet
|
• GMC
|
• Buick
|
• Chevrolet
|
• Holden
|
• Vauxhall
|
• Cadillac
|
• GMC
|
• Opel
|
|
• Alpheon
|
• Buick
|
• Chevrolet
|
• Wuling
|
• Baojun
|
• Cadillac
|
• Jiefang
|
|
|
At and For the Year Ended December 31, 2013
|
||||||||||||||||||||||||||||||||||||||
|
GMNA
|
|
GME
|
|
GMIO
|
|
GMSA
|
|
Corporate
|
|
Eliminations
|
|
Total Automotive
|
|
GM Financial
|
|
Eliminations
|
|
Total
|
||||||||||||||||||||
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
External customers
|
$
|
95,091
|
|
|
$
|
20,110
|
|
|
$
|
20,263
|
|
|
$
|
16,478
|
|
|
$
|
150
|
|
|
|
|
$
|
152,092
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
152,092
|
|
||
GM Financial revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
3,344
|
|
|
(9
|
)
|
|
3,335
|
|
|||||||||||
Intersegment
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|||||||||||
Total net sales and revenue
|
$
|
95,099
|
|
|
$
|
20,110
|
|
|
$
|
20,263
|
|
|
$
|
16,478
|
|
|
$
|
150
|
|
|
|
|
$
|
152,100
|
|
|
$
|
3,344
|
|
|
$
|
(17
|
)
|
|
$
|
155,427
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Income (loss) before interest and taxes-adjusted
|
$
|
7,461
|
|
|
$
|
(844
|
)
|
|
$
|
1,230
|
|
|
$
|
327
|
|
|
$
|
(494
|
)
|
|
|
|
$
|
7,680
|
|
|
$
|
898
|
|
|
$
|
—
|
|
|
$
|
8,578
|
|
||
Adjustments(a)
|
$
|
(100
|
)
|
|
$
|
153
|
|
|
$
|
(1,169
|
)
|
|
$
|
(157
|
)
|
|
483
|
|
|
|
|
$
|
(790
|
)
|
|
(15
|
)
|
|
$
|
—
|
|
|
(805
|
)
|
|||||
Corporate interest income
|
|
|
|
|
|
|
|
|
249
|
|
|
|
|
|
|
|
|
$
|
(3
|
)
|
|
246
|
|
||||||||||||||||
Automotive interest expense
|
|
|
|
|
|
|
|
|
338
|
|
|
|
|
|
|
|
|
$
|
(4
|
)
|
|
334
|
|
||||||||||||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
212
|
|
|
|
|
|
|
—
|
|
|
|
|
212
|
|
|||||||||||||||||
Income (loss) before income taxes
|
|
|
|
|
|
|
|
|
(312
|
)
|
|
|
|
|
|
883
|
|
|
|
|
7,473
|
|
|||||||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
1,826
|
|
|
|
|
|
|
300
|
|
|
$
|
1
|
|
|
2,127
|
|
|||||||||||||||
Net income (loss) attributable to stockholders
|
|
|
|
|
|
|
|
|
$
|
(2,138
|
)
|
|
|
|
|
|
$
|
583
|
|
|
|
|
$
|
5,346
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Equity in net assets of nonconsolidated affiliates
|
$
|
74
|
|
|
$
|
7
|
|
|
$
|
8,009
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,094
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,094
|
|
Total assets
|
$
|
87,978
|
|
|
$
|
10,341
|
|
|
$
|
23,425
|
|
|
$
|
11,488
|
|
|
$
|
26,460
|
|
|
$
|
(29,642
|
)
|
|
$
|
130,050
|
|
|
$
|
38,084
|
|
|
$
|
(1,790
|
)
|
|
$
|
166,344
|
|
Expenditures for property
|
$
|
5,466
|
|
|
$
|
770
|
|
|
$
|
772
|
|
|
$
|
444
|
|
|
$
|
92
|
|
|
$
|
5
|
|
|
$
|
7,549
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
7,565
|
|
Depreciation, amortization and impairment of long-lived assets and finite-lived intangible assets
|
$
|
4,216
|
|
|
$
|
406
|
|
|
$
|
1,806
|
|
|
$
|
522
|
|
|
$
|
63
|
|
|
$
|
(1
|
)
|
|
$
|
7,012
|
|
|
$
|
498
|
|
|
$
|
(10
|
)
|
|
$
|
7,500
|
|
Equity income and gain on investments
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
1,794
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,810
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,810
|
|
(a)
|
Consists of pension settlement charges of
$56 million
and charges related to PSA product development agreement of
$49 million
in GMNA; gain on sale of equity investment in PSA of
$152 million
in GME; property and intangible asset impairment charges of
$774 million
, costs related to the withdrawal of the Chevrolet brand in Europe of
$621 million
and goodwill impairment charges of
$442 million
, partially offset by GM Korea hourly wage litigation of
$577 million
and acquisition of GM Korea preferred shares of
$67 million
in GMIO, all net of noncontrolling interests; Venezuela currency devaluation of
$162 million
in GMSA; gain on sale of equity investment in Ally Financial of
$483 million
in Corporate; costs related to the withdrawal of the Chevrolet brand in Europe of
$15 million
in GM Financial; and income related to various insurance recoveries of
$35 million
.
|
|
At and For the Year Ended December 31, 2012
|
||||||||||||||||||||||||||||||||||||||
|
GMNA
|
|
GME
|
|
GMIO
|
|
GMSA
|
|
Corporate
|
|
Eliminations
|
|
Total Automotive
|
|
GM Financial
|
|
Eliminations
|
|
Total
|
||||||||||||||||||||
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
External customers
|
$
|
89,912
|
|
|
$
|
20,689
|
|
|
$
|
22,954
|
|
|
$
|
16,700
|
|
|
$
|
40
|
|
|
|
|
$
|
150,295
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150,295
|
|
||
GM Financial revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
1,961
|
|
|
—
|
|
|
1,961
|
|
|||||||||||
Intersegment
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(2
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||||||||
Total net sales and revenue
|
$
|
89,910
|
|
|
$
|
20,689
|
|
|
$
|
22,954
|
|
|
$
|
16,700
|
|
|
$
|
40
|
|
|
|
|
$
|
150,293
|
|
|
$
|
1,961
|
|
|
$
|
2
|
|
|
$
|
152,256
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Income (loss) before interest and taxes-adjusted
|
$
|
6,470
|
|
|
$
|
(1,939
|
)
|
|
$
|
2,528
|
|
|
$
|
457
|
|
|
$
|
(400
|
)
|
|
|
|
$
|
7,116
|
|
|
$
|
744
|
|
|
$
|
(1
|
)
|
|
$
|
7,859
|
|
||
Adjustments(a)
|
$
|
(29,052
|
)
|
|
$
|
(6,391
|
)
|
|
$
|
(288
|
)
|
|
$
|
27
|
|
|
(402
|
)
|
|
|
|
$
|
(36,106
|
)
|
|
—
|
|
|
$
|
—
|
|
|
(36,106
|
)
|
|||||
Corporate interest income
|
|
|
|
|
|
|
|
|
343
|
|
|
|
|
|
|
|
|
|
|
343
|
|
||||||||||||||||||
Automotive interest expense
|
|
|
|
|
|
|
|
|
489
|
|
|
|
|
|
|
|
|
|
|
489
|
|
||||||||||||||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
250
|
|
|
|
|
|
|
—
|
|
|
|
|
250
|
|
|||||||||||||||||
Income (loss) before income taxes
|
|
|
|
|
|
|
|
|
(1,198
|
)
|
|
|
|
|
|
744
|
|
|
|
|
(28,643
|
)
|
|||||||||||||||||
Income tax expense (benefit)
|
|
|
|
|
|
|
|
|
(35,007
|
)
|
|
|
|
|
|
177
|
|
|
$
|
(1
|
)
|
|
(34,831
|
)
|
|||||||||||||||
Net income attributable to stockholders
|
|
|
|
|
|
|
|
|
$
|
33,809
|
|
|
|
|
|
|
$
|
567
|
|
|
|
|
$
|
6,188
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Equity in net assets of nonconsolidated affiliates
|
$
|
65
|
|
|
$
|
51
|
|
|
$
|
6,764
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,883
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,883
|
|
Total assets
|
$
|
87,100
|
|
|
$
|
9,669
|
|
|
$
|
25,032
|
|
|
$
|
11,958
|
|
|
$
|
16,991
|
|
|
$
|
(17,006
|
)
|
|
$
|
133,744
|
|
|
$
|
16,368
|
|
|
$
|
(690
|
)
|
|
$
|
149,422
|
|
Expenditures for property
|
$
|
4,766
|
|
|
$
|
1,035
|
|
|
$
|
1,225
|
|
|
$
|
956
|
|
|
$
|
77
|
|
|
$
|
(4
|
)
|
|
$
|
8,055
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
8,068
|
|
Depreciation, amortization and impairment of long-lived assets and finite-lived intangible assets
|
$
|
3,663
|
|
|
$
|
6,570
|
|
|
$
|
638
|
|
|
$
|
483
|
|
|
$
|
49
|
|
|
$
|
(1
|
)
|
|
$
|
11,402
|
|
|
$
|
225
|
|
|
$
|
(10
|
)
|
|
$
|
11,617
|
|
Equity income and gain on investments
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
1,552
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,562
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,562
|
|
Valuation allowances against deferred tax assets(b)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(36,261
|
)
|
|
$
|
—
|
|
|
$
|
(36,261
|
)
|
|
$
|
(103
|
)
|
|
$
|
—
|
|
|
$
|
(36,364
|
)
|
(a)
|
Consists of Goodwill impairment charges of
$26.4 billion
, pension settlement charges of
$2.7 billion
and income related to various insurance recoveries of
$9 million
in GMNA; property impairment charges of
$3.7 billion
, intangible assets impairment charges of
$1.8 billion
, goodwill impairment charges of
$590 million
, impairment charges related to investment in PSA of
$220 million
, a charge of
$119 million
to record General Motors Strasbourg S.A.S. assets and liabilities to estimated fair value and income related to various insurance recoveries of
$7 million
in GME; GM Korea hourly wage litigation charge of
$336 million
, goodwill impairment charges of
$132 million
, which are presented net of noncontrolling interests, income related to various insurance recoveries of
$112 million
and income related to redemption of the GM Korea mandatorily redeemable preferred shares of
$68 million
in GMIO; income related to various insurance recoveries of
$27 million
in GMSA; and a charge of
$402 million
which represents the premium paid to purchase our common stock from the UST in Corporate.
|
(b)
|
Includes valuation allowance releases of
$36.5 billion
net of the establishment of new valuation allowances of
$0.1 billion
. Amounts exclude changes related to income tax expense (benefits) in jurisdictions with a full valuation allowance throughout the period.
|
|
For the Year Ended December 31, 2011
|
||||||||||||||||||||||||||||||||||||||
|
GMNA
|
|
GME
|
|
GMIO
|
|
GMSA
|
|
Corporate
|
|
Eliminations
|
|
Total Automotive
|
|
GM Financial
|
|
Eliminations
|
|
Total
|
||||||||||||||||||||
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
External customers
|
$
|
85,988
|
|
|
$
|
25,154
|
|
|
$
|
21,031
|
|
|
$
|
16,632
|
|
|
$
|
61
|
|
|
|
|
$
|
148,866
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
148,866
|
|
||
GM Financial revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
1,410
|
|
|
—
|
|
|
1,410
|
|
|||||||||||
Intersegment
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
3
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||||||||||
Total net sales and revenue
|
$
|
85,991
|
|
|
$
|
25,154
|
|
|
$
|
21,031
|
|
|
$
|
16,632
|
|
|
$
|
61
|
|
|
|
|
$
|
148,869
|
|
|
$
|
1,410
|
|
|
$
|
(3
|
)
|
|
$
|
150,276
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Income (loss) before interest and taxes-adjusted
|
$
|
6,779
|
|
|
$
|
(1,041
|
)
|
|
$
|
2,232
|
|
|
$
|
158
|
|
|
$
|
(446
|
)
|
|
|
|
$
|
7,682
|
|
|
$
|
622
|
|
|
$
|
—
|
|
|
$
|
8,304
|
|
||
Adjustments(a)
|
$
|
2,394
|
|
|
$
|
(1,016
|
)
|
|
$
|
(364
|
)
|
|
$
|
63
|
|
|
(216
|
)
|
|
|
|
$
|
861
|
|
|
—
|
|
|
$
|
—
|
|
|
861
|
|
|||||
Corporate interest income
|
|
|
|
|
|
|
|
|
455
|
|
|
|
|
|
|
|
|
|
|
455
|
|
||||||||||||||||||
Automotive interest expense
|
|
|
|
|
|
|
|
|
540
|
|
|
|
|
|
|
|
|
|
|
540
|
|
||||||||||||||||||
Income (loss) before income taxes
|
|
|
|
|
|
|
|
|
(747
|
)
|
|
|
|
|
|
622
|
|
|
|
|
9,080
|
|
|||||||||||||||||
Income tax expense (benefit)
|
|
|
|
|
|
|
|
|
(295
|
)
|
|
|
|
|
|
185
|
|
|
|
|
(110
|
)
|
|||||||||||||||||
Net income (loss) attributable to stockholders
|
|
|
|
|
|
|
|
|
$
|
(452
|
)
|
|
|
|
|
|
$
|
437
|
|
|
|
|
$
|
9,190
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Equity in net assets of nonconsolidated affiliates
|
$
|
60
|
|
|
$
|
50
|
|
|
$
|
6,678
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,790
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,790
|
|
Total assets
|
$
|
83,528
|
|
|
$
|
15,777
|
|
|
$
|
22,130
|
|
|
$
|
11,514
|
|
|
$
|
30,244
|
|
|
$
|
(31,333
|
)
|
|
$
|
131,860
|
|
|
$
|
13,112
|
|
|
$
|
(369
|
)
|
|
$
|
144,603
|
|
Expenditures for property
|
$
|
3,404
|
|
|
$
|
1,016
|
|
|
$
|
907
|
|
|
$
|
880
|
|
|
$
|
44
|
|
|
$
|
(10
|
)
|
|
$
|
6,241
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
6,249
|
|
Depreciation, amortization and impairment of long-lived assets and finite-lived intangible assets
|
$
|
3,693
|
|
|
$
|
1,371
|
|
|
$
|
491
|
|
|
$
|
454
|
|
|
$
|
50
|
|
|
$
|
(1
|
)
|
|
$
|
6,058
|
|
|
$
|
85
|
|
|
$
|
(2
|
)
|
|
$
|
6,141
|
|
Equity income and gain on investments(b)
|
$
|
1,733
|
|
|
$
|
—
|
|
|
$
|
1,458
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,192
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,192
|
|
Reversal of valuation allowances against deferred tax assets(c)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(488
|
)
|
|
$
|
—
|
|
|
$
|
(488
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(488
|
)
|
(a)
|
Consists of the gain on sale of our New Delphi Class A Membership Interests of
$1.6 billion
and the gain related to the HCT settlement of
$749 million
in GMNA; Goodwill impairment charges of
$1.0 billion
in GME; Goodwill impairment charges of
$258 million
and charges related to GM India of
$106 million
in GMIO; a gain on extinguishment of debt of
$63 million
in GMSA; and impairment charges of
$555 million
related to Ally Financial common stock and a gain on the sale of Ally Financial preferred stock of
$339 million
in Corporate.
|
(b)
|
Includes a gain of $
1.6 billion
recorded on the sale of our New Delphi Class A Membership Interests. Refer to
Note 8
for additional information on the sale of New Delphi.
|
(c)
|
Amounts exclude changes related to income tax expense (benefits) in jurisdictions with a full valuation allowance throughout the period.
|
|
At and For the Years Ended December 31,
|
||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
|
Net Sales & Revenue
|
|
Long-Lived Assets
|
|
Net Sales & Revenue
|
|
Long-Lived Assets
|
|
Net Sales & Revenue
|
|
Long-Lived Assets
|
||||||||||||
Automotive
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S.
|
$
|
88,784
|
|
|
$
|
15,844
|
|
|
$
|
85,105
|
|
|
$
|
13,520
|
|
|
$
|
79,868
|
|
|
$
|
11,736
|
|
Non-U.S.
|
63,308
|
|
|
12,289
|
|
|
65,190
|
|
|
12,425
|
|
|
68,998
|
|
|
13,709
|
|
||||||
GM Financial
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S.
|
2,233
|
|
|
2,472
|
|
|
1,832
|
|
|
1,112
|
|
|
1,363
|
|
|
532
|
|
||||||
Non-U.S.
|
1,102
|
|
|
1,043
|
|
|
129
|
|
|
590
|
|
|
47
|
|
|
300
|
|
||||||
Total consolidated
|
$
|
155,427
|
|
|
$
|
31,648
|
|
|
$
|
152,256
|
|
|
$
|
27,647
|
|
|
$
|
150,276
|
|
|
$
|
26,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
2013
|
|
2012
|
|
2011
|
|||||||
Accounts receivable
|
$
|
8
|
|
|
$
|
(460
|
)
|
|
$
|
(1,572
|
)
|
Inventories
|
59
|
|
|
(326
|
)
|
|
(2,760
|
)
|
|||
Automotive equipment on operating leases
|
(968
|
)
|
|
370
|
|
|
(522
|
)
|
|||
Change in other assets
|
(563
|
)
|
|
(312
|
)
|
|
(320
|
)
|
|||
Accounts payable
|
(485
|
)
|
|
162
|
|
|
2,139
|
|
|||
Income taxes payable
|
(161
|
)
|
|
155
|
|
|
(360
|
)
|
|||
Accrued liabilities and other liabilities
|
784
|
|
|
1,041
|
|
|
(727
|
)
|
|||
Total
|
$
|
(1,326
|
)
|
|
$
|
630
|
|
|
$
|
(4,122
|
)
|
Cash paid for income taxes and interest
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
727
|
|
|
$
|
575
|
|
|
$
|
569
|
|
Cash paid for interest (net of amounts capitalized) - Automotive
|
$
|
299
|
|
|
$
|
335
|
|
|
$
|
226
|
|
Cash paid for interest (net of amounts capitalized) - GM Financial
|
760
|
|
|
298
|
|
|
284
|
|
|||
Total cash paid for interest (net of amounts capitalized)
|
$
|
1,059
|
|
|
$
|
633
|
|
|
$
|
510
|
|
|
|
|
|
|
|
/s/ MARY T. BARRA
|
|
/s/ CHARLES K. STEVENS III
|
Mary T. Barra
Chief Executive Officer
|
|
Charles K. Stevens III
Executive Vice President and Chief Financial Officer
|
February 6, 2014
|
|
February 6, 2014
|
(a)
|
1. All Financial Statements and Supplemental Information
|
(b)
|
Exhibits
|
Exhibit Number
|
|
Exhibit Name
|
|
|
3.1
|
|
Restated Certificate of Incorporation of General Motors Company dated December 7, 2010, incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K of General Motors Company filed December 13, 2010
|
|
Incorporated by Reference
|
3.2
|
|
Bylaws of General Motors Company, as amended and restated as of November 19, 2013, incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of General Motors Company filed November 22, 2013
|
|
Incorporated by Reference
|
4.1
|
|
Certificate of Designations of Series A Fixed Rate Cumulative Perpetual Preferred Stock of General Motors Company, incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K of General Motors Company filed November 16, 2009
|
|
Incorporated by Reference
|
10.1†
|
|
Second Amended and Restated Loan Agreement by and among General Motors of Canada Limited, as Borrower, and the other loan parties and Export Development Canada, as Lender, dated July 10, 2009, incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K/A of General Motors Company filed November 16, 2010
|
|
Incorporated by Reference
|
10.2
|
|
Amendment to Second Amended and Restated Loan Agreement by and among General Motors of Canada Limited, as Borrower, and the other loan parties and Export Development Canada, as Lender, dated October 15, 2009, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed October 23, 2009
|
|
Incorporated by Reference
|
Exhibit Number
|
|
Exhibit Name
|
|
|
10.3
|
|
Stockholders Agreement, dated as of October 15, 2009 between General Motors Company, the United States Department of the Treasury, Canada GEN Investment Corporation (fka 7176384 Canada Inc.), the UAW Retiree Medical Benefits Trust, and, for limited purposes, General Motors LLC, incorporated herein by reference to Exhibit 10.8 to the Current Report on Form 8-K of General Motors Company filed November 16, 2009
|
|
Incorporated by Reference
|
10.4
|
|
Equity Registration Rights Agreement, dated as of October 15, 2009, between General Motors Company, the United States Department of Treasury, Canada GEN Investment Corporation (fka 7176384 Canada Inc.), the UAW Retiree Medical Benefits Trust, Motors Liquidation Company, and, for limited purposes, General Motors LLC, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Motors Liquidation Company filed October 21, 2009
|
|
Incorporated by Reference
|
10.5
|
|
Letter Agreement regarding Equity Registration Rights Agreement, dated October 21, 2010, among General Motors Company, the United States Department of Treasury, Canada GEN Investment Corporation, the UAW Retiree Medical Benefits Trust and Motors Liquidation Company, incorporated herein by reference to Exhibit 10.43 to Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-168919) of General Motors Company filed November 3, 2010
|
|
Incorporated by Reference
|
10.6
|
|
Form of Compensation Statement, incorporated herein by reference to Exhibit 10.14 to the Annual Report on Form 10-K of General Motors Company filed April 7, 2010
|
|
Incorporated by Reference
|
10.7
|
|
General Motors Company 2009 Long-Term Incentive Plan, as amended January 13, 2014
|
|
Filed Herewith
|
10.8
|
|
The General Motors Company Deferred Compensation Plan for Non-Employee Directors, incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of General Motors Company filed May 6, 2011
|
|
Incorporated by Reference
|
10.9
|
|
General Motors Company Executive Retirement Plan, with modifications through October 10, 2012, incorporated herein by reference to Exhibit 10.12 to the Annual Report on Form 10-K of General Motors Company filed February 15, 2013
|
|
Incorporated by Reference
|
10.10
|
|
General Motors Company Salary Stock Plan, as amended January 13, 2014
|
|
Filed Herewith
|
10.11
|
|
General Motors Company Short Term Incentive Plan, as amended August 19, 2013, incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of General Motors Company filed October 30, 2013
|
|
Incorporated by Reference
|
10.12
|
|
Form of Restricted Stock Unit Grant made to top 25 highly compensated employees under General Motors Company 2009 Long-Term Incentive Plan, as Amended March 1, 2010, incorporated herein by reference to Exhibit 10.20 to the Annual Report on Form 10-K of General Motors Company filed April 7, 2010
|
|
Incorporated by Reference
|
10.13
|
|
Form of Restricted Stock Unit Grant (Cash Settlement) made to top 25 highly compensated employees under General Motors Company 2009 Long-Term Incentive Plan, as Amended March 1, 2010, incorporated herein by reference to Exhibit 10.21 to the Annual Report on Form 10-K of General Motors Company filed April 7, 2010
|
|
Incorporated by Reference
|
10.14
|
|
Form of General Motors Company 2010 Equity Grant Award Agreement, incorporated herein by reference to Exhibit 10.30 to the Annual Report on Form 10-K of General Motors Company filed March 1, 2011
|
|
Incorporated by Reference
|
10.15
|
|
Form of General Motors Company March 15, 2010 Restricted Stock Unit Grant Agreement, as amended December 31, 2010, incorporated herein by reference to Exhibit 10.31 to the Annual Report on Form 10-K of General Motors Company filed March 1, 2011
|
|
Incorporated by Reference
|
10.16
|
|
Form of General Motors Company Equity Grant Agreement (cash settlement) dated December 15, 2011, incorporated herein by reference to Exhibit 10.26 to the Annual Report on Form 10-K of General Motors Company filed February 27, 2012
|
|
Incorporated by Reference
|
10.17
|
|
Form of General Motors Company Equity Grant Agreement dated December 15, 2011, incorporated herein by reference to Exhibit 10.27 to the Annual Report on Form 10-K of General Motors Company filed February 27, 2012
|
|
Incorporated by Reference
|
10.18
|
|
General Motors Company Vehicle Operations — Senior Management Vehicle Program (SMVP) Supplement, revised December 15, 2005, incorporated herein by reference to Exhibit 10(g) to the Annual Report on Form 10-K of Motors Liquidation Company filed March 28, 2006
|
|
Incorporated by Reference
|
10.19†
|
|
Amended and Restated United States Consumer Financing Services Agreement between GMAC LLC and General Motors Corporation dated May 22, 2009, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K/A of General Motors Company filed November 16, 2010
|
|
Incorporated by Reference
|
10.20†
|
|
Amended and Restated Master Services Agreement between GMAC LLC and General Motors Corporation dated May 22, 2009, incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K/A of General Motors Company filed November 16, 2010
|
|
Incorporated by Reference
|
10.21
|
|
Amended and Restated Warrant Agreement, dated as of October 16, 2009, between General Motors Company and U.S. Bank National Association, including Form of Warrant Certificate attached as Exhibit D thereto, relating to warrants with a $30 original ($10 after stock split) exercise price and a July 10, 2016 expiration date, incorporated herein by reference to Exhibit 10.29 to the Annual Report on Form 10-K of General Motors Company filed April 7, 2010
|
|
Incorporated by Reference
|
Exhibit Number
|
|
Exhibit Name
|
|
|
10.22
|
|
Second Amended and Restated Warrant Agreement, dated as of August 12, 2013, between General Motors Company and U.S. Bank National Association, as Warrant Agent, including a Form of Warrant Certificate attached as Exhibit D thereto, relating to warrants with a $55 original ($18.33 after stock split) exercise price and a July 10, 2019 expiration date, incorporated herein by reference to Exhibit 10.30 to the Annual Report on Form 10-K of General Motors Company filed April 7, 2010
|
|
Incorporated by Reference
|
10.23
|
|
Second Amended and Restated Warrant Agreement, dated as of August 12, 2013, between General Motors Company and U.S. Bank National Association, as Warrant Agent, including a Form of Warrant Certificate attached as Exhibit B thereto, relating to warrants with an exercise price of $42.31 per share and a December 31, 2015 expiration date, incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K of General Motors Company filed August 12, 2013
|
|
Incorporated by Reference
|
10.24†
|
|
Amended and Restated Master Agreement, dated as December 19, 2012, between General Motors Holdings LLC and Peugeot S.A.
|
|
Filed Herewith
|
10.25†
|
|
3-Year Revolving Credit Agreement, dated as of November 5, 2012, among General Motors Holdings, LLC, General Motors Financial Company, Inc., GM Europe Treasury Company AB, General Motors do Brasil Ltda., the subsidiary borrowers from time to time parties thereto, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Banco Do Brasil, as administrative agent for the Brazilian lenders, Citibank, N.A., as syndication agent, and Bank of America, N.A., as co-syndication agent, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed February 7, 2013
|
|
Incorporated by Reference
|
10.26†
|
|
5-Year Revolving Credit Agreement, dated as of November 5, 2012, among General Motors Holdings, LLC, the subsidiary borrowers from time to time parties thereto, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A., as co-syndication agent, incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K/A filed February 7, 2013
|
|
Incorporated by Reference
|
10.27
|
|
Share Transfer Agreement, dated November 21, 2012 between General Motors Financial Company, Inc. and Ally Financial Inc. incorporated herein by reference to Exhibit 10.33 to the Annual Report on Form 10-K of General Motors Company filed February 15, 2013
|
|
Incorporated by Reference
|
10.28
|
|
Director's Service Agreement between Adam Opel AG and Dr. Karl-Thomas Neumann
|
|
Filed Herewith
|
12
|
|
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends for the Years Ended December 31, 2013, 2012, 2011 and 2010 and the Periods July 10, 2009 through December 31, 2009 and January 1, 2009 through July 9, 2009
|
|
Filed Herewith
|
21
|
|
Subsidiaries of the Registrant as of December 31, 2013
|
|
Filed Herewith
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Filed Herewith
|
24
|
|
Power of Attorney for Directors of General Motors Company
|
|
Filed Herewith
|
31.1
|
|
Section 302 Certification of the Chief Executive Officer
|
|
Filed Herewith
|
31.2
|
|
Section 302 Certification of the Chief Financial Officer
|
|
Filed Herewith
|
32
|
|
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Furnished with this Report
|
99.1
|
|
Principal Executive Officer and Principal Financial Officer Executive Privileges and Compensation Certificate
|
|
Filed Herewith
|
101.INS*
|
|
XBRL Instance Document
|
|
Furnished with this Report
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
Furnished with this Report
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Furnished with this Report
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Furnished with this Report
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Furnished with this Report
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Furnished with this Report
|
†
|
Certain confidential portions have been omitted pursuant to a granted request for confidential treatment, which has been separately filed with the SEC.
|
*
|
Submitted electronically with this Report.
|
|
|
GENERAL MOTORS COMPANY
(Registrant)
|
|
|
|
|
By:
|
/s/ MARY T. BARRA
|
|
|
|
|
Mary T. Barra
Chief Executive Officer |
|
Date:
|
February 6, 2014
|
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ MARY T. BARRA
|
|
Chief Executive Officer
|
Mary T. Barra
|
|
|
|
|
|
/s/ CHARLES K. STEVENS III
|
|
Executive Vice President and Chief Financial Officer
|
Charles K. Stevens III
|
|
|
|
|
|
/s/ THOMAS S. TIMKO
|
|
Vice President, Controller and Chief Accounting Officer
|
Thomas S. Timko
|
|
|
|
|
|
/s/ THEODORE M. SOLSO
|
|
Chairman
|
Theodore M. Solso
|
|
|
|
|
|
/s/ DAVID BONDERMAN
|
|
Director
|
David Bonderman
|
|
|
|
|
|
/s/ ERROLL B. DAVIS, JR.
|
|
Director
|
Erroll B. Davis, Jr.
|
|
|
|
|
|
/s/ STEPHEN J. GIRSKY
|
|
Director
|
Stephen J. Girsky
|
|
|
|
|
|
/s/ E. NEVILLE ISDELL
|
|
Director
|
E. Neville Isdell
|
|
|
|
|
|
/s/ ROBERT D. KREBS
|
|
Director
|
Robert D. Krebs
|
|
|
|
|
|
/s/ KATHRYN V. MARINELLO
|
|
Director
|
Kathryn V. Marinello
|
|
|
|
|
|
/s/ ADMIRAL MICHAEL G. MULLEN, USN (ret.)
|
|
Director
|
Admiral Michael G. Mullen, USN (ret.)
|
|
|
|
|
|
/s/ JAMES J. MULVA
|
|
Director
|
James J. Mulva
|
|
|
|
|
|
/s/ PATRICIA F. RUSSO
|
|
Director
|
Patricia F. Russo
|
|
|
|
|
|
/s/ THOMAS M. SCHOEWE
|
|
Director
|
Thomas M. Schoewe
|
|
|
|
|
|
/s/ CAROL M. STEPHENSON
|
|
Director
|
Carol M. Stephenson
|
|
|
|
|
|
/s/ DR. CYNTHIA A. TELLES
|
|
Director
|
Dr. Cynthia A. Telles
|
|
|
1.
|
DEFINITIONS AND INTERPRETATION
|
2
|
|
2.
|
EQUITY SHARE
|
2
|
|
3.
|
JOINT PRODUCT DEVELOPMENT
|
5
|
|
4.
|
JOINT PURCHASING
|
5
|
|
5.
|
LOGISTICS
|
6
|
|
6.
|
GOVERNANCE OF THE ALLIANCE
|
6
|
|
7.
|
CONDITIONS
|
8
|
|
8.
|
COVENANTS
|
9
|
|
9.
|
CHANGE OF CONTROL
|
14
|
|
10.
|
TERM AND TERMINATION
|
14
|
|
11.
|
AUDIT
|
15
|
|
12.
|
COMPLIANCE
|
15
|
|
13.
|
REPRESTATIONS AND WARRANTIES; FURTHER ASSURANCES
|
15
|
|
14.
|
MISCELLANEOUS
|
16
|
|
15.
|
GOVERNING LAW AND DISPUTE RESOLUTION
|
19
|
|
(1)
|
General Motors Holdings LLC
, a Delaware limited liability company with headquarter at Renaissance Center, Detroit, MI 48265, USA (“
GMH
”);
|
(2)
|
Peugeot S.A
., a French
société anonyme
with headquarter at 75 Avenue de la Grande Armée, 75116 Paris, France (“
PSA
”).
|
(A)
|
On November 10, 2011, the Parties entered into a Memorandum of Understanding concerning the development and production of a low-cost small car for emerging markets.
|
(B)
|
The Parties share the same strategic intent and now contemplate establishing a global strategic alliance with the objective to have joint access to the best platforms within the scope of the Alliance (as defined below). The Alliance has the objective to share capital expenditure and R&D investments in order to generate substantial savings both in the near term as well as over the long term. The Alliance shall foster the continuous exploration of cooperation and synergy areas, and gradually expand the base of common activities to realize the vast synergy potential available to both Parties.
|
(C)
|
This Agreement contemplates (a) the sharing and joint development of certain platforms and modules, (b) the creation of a joint global purchasing organization, fully leveraging joint expertise, purchasing power of combined volumes and joint platforms and modules, and (c) a commercial cooperation between GMH and Gefco for the logistics services needs of GMH in certain regions, all in connection with the acquisition by GMH of an equity share in PSA. Possible future steps towards a further convergence of certain operations of GMH and PSA or their Affiliates might be explored in the future.
|
(D)
|
This Agreement sets forth the basis of the Alliance, of the Equity Investment (as defined below), and the basis on which the Parties will negotiate and finalize the complete Ancillary Agreements governing the Alliance.
|
(E)
|
The Parties are simultaneously herewith on the date hereof executing the Development Agreement and the Purchasing Agreement. The Logistics Agreement was executed on June 29, 2012.
|
(F)
|
This Agreement amends and supersedes the Master Agreement signed by the Parties on February 29, 2012, including Amendment 1 signed by the Parties on May 9, 2012.
|
1.
|
DEFINITIONS and INTERPRETATION
|
2.
|
EQUITY SHARE
|
2.1
|
Rights Issue and Share Purchase
|
2.2
|
Standstill
|
2.2.1
|
As from February 29, 2012 until the date which is the later of (i) June 30, 2013 (in the event this Agreement is terminated by either Party in accordance with Section 8.1.5) and (ii) the date on which this Agreement expires or is terminated for any other reason (other than by PSA as a result of a Fundamental Breach by GMH) in accordance herewith (
provided
, that in the event the Agreement and the Alliance are terminated in accordance with Section 8.7 the obligations set forth in this Section 2.2 shall continue to apply for a period of twelve (12) months after the date of such termination, and in the event this Agreement is terminated by PSA as a result of a Fundamental Breach by GMH, such obligations shall continue to apply until the date on which the Agreement would have expired), GMH and its Affiliates shall not, directly or indirectly or in concert with a third party:
|
(a)
|
acquire or offer or agree to acquire by purchase or otherwise, any shares or securities (including derivatives) giving an economic interest (including for the avoidance of doubt cash-settled instruments) in shares or securities or direct or indirect rights to acquire, any shares or securities of PSA or any of its successors;
|
(b)
|
seek or propose to influence or control the management or policies of PSA, make or in any way participate, in any solicitation of
procurations
(notably any “solicitation” of “proxies”) to vote any shares thereof, or seek to advise, direct or influence any person or entity with respect to the voting of any shares of PSA;
|
(c)
|
publicly announce or cause another person to publicly announce a tender offer for any shares of PSA or any business combination or extraordinary transaction involving PSA or any of its Affiliates or any of their securities or assets unless expressly agreed in writing by PSA following the procedure set forth in Section 2.2.4;
|
(d)
|
seek representation on the Supervisory Board or Management Board of PSA or a change in the composition or size of the Supervisory Board or Management Board of PSA;
|
(e)
|
make any shareholder proposal to require that a matter be included in the proxy statement (
avis de convocation
) relating to any shareholders’ meetings of PSA; or
|
(f)
|
enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing.
|
2.2.2
|
Notwithstanding the foregoing:
|
(a)
|
GMH (or an Authorized GMH Affiliate) shall be authorized to acquire or subscribe (including pursuant to the exercise of the rights purchased under the Rights Purchase Agreement and the acquisition of shares under the Share Purchase Agreement directly or indirectly shares or securities of PSA provided that the aggregate number of shares (including shares underlying any securities) owned by GMH (together with any person acting in concert therewith) represents, at all times, not more than 7% of the issued share capital of PSA (it being provided that such percentage shall be adjusted upwards to reflect the effect of any decrease in the capital of PSA after the date of settlement and delivery under the Rights Issue);
|
(b)
|
in the event any third party (excluding for the avoidance of doubt the Peugeot Family (or any person acting in concert with GMH or pursuant to an agreement with or at the invitation of GMH) acquires shares of PSA such that such third party (together with any person acting in concert therewith) owns a percentage shareholding (economic interest) in PSA which is higher than the percentage shareholding (economic interest) in PSA held by GMH (together with any person acting in concert therewith), GMH (or an Authorized GMH Affiliate) shall be authorized to purchase additional shares or securities of PSA such that the aggregate number of shares owned by GMH (together with any person acting in concert therewith) represents a percentage not more than the next whole percentage point above the percentage shareholding (in number of shares) held by such third party (together with any person acting in concert therewith); and
|
(c)
|
for the avoidance of doubt, nothing in Section 2.2.1 shall prevent any actions by GMH (or an Authorized GMH Affiliate) (i) to enforce its rights as a shareholder of PSA in respect of any breach of fiduciary duty by any member of the PSA Supervisory Board or Management Board, (ii) to enforce its rights under this Agreement or any Ancillary Agreements, (iii) to vote in its best interest on
|
2.2.3
|
The obligations set forth in Section 2.2.1 shall early terminate:
|
(a)
|
if a Competitor (together with any person (other than GMH or any Affiliate thereof) acting in concert therewith) owns, directly or indirectly, shares of PSA representing 10% or more of the issued share capital of PSA;
|
(b)
|
if a Competitor (together with any person (other than GMH or any Affiliate thereof) acting in concert therewith) owns, directly or indirectly, shares of PSA representing 5% or more of the issued share capital of PSA
and
the shares of PSA held by the Peugeot Family directly or indirectly is less than 15% of the issued share capital of PSA;
|
(c)
|
if a Competitor (together with any person (other than GMH or any Affiliate thereof) acting in concert therewith) owns, directly or indirectly, shares of PSA representing 3% or more of the issued share capital of PSA if such investment by such Competitor in the share capital of PSA is made pursuant to an agreement with PSA or the Peugeot Family or at the invitation of PSA or the Peugeot Family;
|
(d)
|
if the shares of PSA held by the Peugeot Family directly or indirectly are less than 15% of the issued share capital of PSA, excluding any decrease in such shareholding that results from dilution (i.e., from any capital increase with preferential subscription rights which are not fully subscribed by the Peugeot Family) occurring any time after the date of settlement and delivery under the Rights Issue;
|
(e)
|
if any third party (alone or in concert with any other person (other than GMH or any of its Affiliates)) shall have filed a voluntary or mandatory tender offer on the securities of PSA which shall have been cleared by the
Autorité des marchés financiers
(the “
AMF
”); or
|
(f)
|
if an Insolvency Event shall have occurred.
|
2.2.4
|
No waiver of this Section 2.2 may be granted without the written consent of PSA, which consent shall only be valid following the approval of the Supervisory Board and the Management Board of PSA.
|
2.3
|
Lock-Up
|
2.3.1
|
As from February 29, 2012 until the date which is 90 days after February 29, 2012 (the “
Lock-Up Period
”), neither GMH (nor the Authorized GMH Affiliate if relevant) shall directly or indirectly transfer title to the Shares, grant any right or promise to, enter into any agreement or undertaking with, a third party or announce its intention (i) to transfer the ownership of, or rights in, the Shares (including securities lending, hedging, equity swaps or any other derivative) or (ii) affecting the exercise of any right attached to the Shares (in particular through a
fiducie
or a trust), or enter into any contract, option or any other
|
2.3.2
|
Notwithstanding any of the foregoing, the Lock-Up shall automatically terminate in the event of termination of this Agreement in accordance with the terms hereof.
|
2.3.3
|
Following the expiration of the Lock-Up, neither GMH nor the relevant Authorized GMH Affiliate shall sell or transfer any Shares to any Competitor (or any person acting in concert therewith, if such concert action has been publicly declared or if GMH is otherwise aware of such concert action);
provided
that the foregoing shall not prohibit GMH or an Authorized GMH Affiliate from tendering its shares in any tender offer for all the shares of PSA recommended by the Supervisory Board of PSA and cleared by the AMF.
|
3.
|
JOINT PRODUCT DEVELOPMENT
|
3.1
|
The Parties shall continue to market and sell their vehicles independently and on a competitive basis under their respective brands. With respect to platforms and their components, the Parties shall cooperate on the development of vehicles and their components on shared selected platforms, aiming at the convergence of modules and components, in order to leverage volumes, advance technologies and reduce emissions.
|
3.2
|
In order to implement the foregoing, the Parties or their appropriate Affiliates shall enter into:
|
(i)
|
a framework development agreement concerning the development of the Products and the ownership and licensing of Intellectual Property relating to the Products, including the terms (other than industrialization and transfer pricing) set out in Exhibit 2 (the “
Development Agreement
”): the Parties confirm that the Development Agreement executed by the Parties on the date hereof satisfies entirely the obligations of the Parties under this Section 3.2(i);
|
(ii)
|
supply agreements concerning the supply of the Products, including the terms concerning industrialization and transfer pricing set out in
Exhibit 2
(the “
Supply Agreements
”); and
|
(iii)
|
powertrain supply agreements concerning the supply of engines and transmissions to be installed in the Products, including the terms concerning industrialization and transfer pricing set out in
Exhibit 2
(the “
Powertrain Supply Agreements
”).
|
4.
|
JOINT PURCHASING
|
4.1
|
The strategic intent of the Parties is to operate as a global purchasing organisation in order to enhance the value creation for both Parties. To that effect they shall cooperate with respect to the sourcing of commodities, components and other goods and services from suppliers.
|
4.2
|
The Parties shall enter into one or more agreements (the “
Purchasing Agreements
”) providing for the cooperation on an exclusive basis (within the meaning and subject to certain exceptions as set forth in
Exhibit 3
) between them or certain Affiliates in purchasing of commodities, components and other goods and services, which shall contain the terms and conditions attached as
Exhibit 3
and such other terms and conditions as may be agreed to by the Parties. The Parties confirm that the Purchasing Agreement executed by the Parties on the date hereof satisfies entirely the obligations of the Parties under Sections 4.1 and 4.2, including on the global reach and the exclusivity of the purchasing organization.
|
4.3
|
The Purchasing Agreements shall not contemplate mechanisms to measure and balance the benefits of the Alliance for the Parties, but rather focus on enhanced value creation for both Parties.
|
4.4
|
The Parties shall establish an equally owned purchasing joint venture company (the “
Purchasing JV
”) with minimal capital, funding and staffing requirements, also considering (for purposes of determining the minimal capital, funding and staffing) the relevant regulatory implications. The Parties shall define the roles and responsibilities of such company within the Alliance and decide to staff it accordingly, with balanced leadership between GMH and PSA.
|
5.
|
LOGISTICS
|
5.1
|
GMH and PSA shall establish a strategic, commercial cooperation between GMH and Gefco for the logistics services needs of GMH in certain territories.
|
5.2
|
To that effect GMH and Gefco shall enter into an agreement pursuant to which Gefco shall be the exclusive (in agreed territories) third-party provider of logistics and related services, including logistics architecture, logistics service purchases and operational logistics services in such territories, providing (a) incremental business to Gefco and (b) cost savings and most favoured nation treatment to GMH (the “
Logistics Agreement
”).
|
6.
|
GOVERNANCE OF THE ALLIANCE
|
6.1
|
General
|
6.1.1
|
The Parties shall place a high priority upon the cooperative and harmonious implementation and governance of the Alliance with a view to achieving a successful cooperation via the Alliance in the long-term interest of both Parties. The Chief Executive Officer of GMH and the Chairman of the Managing Board of PSA shall meet from time to time as appropriate to ensure the smooth and efficient functioning of the Alliance.
|
6.1.2
|
The Steering Committee (defined below) shall perform its activities in accordance with all legal requirements applicable to the cooperation of independent companies, including all applicable antitrust and securities laws.
|
6.2
|
Steering Committee
|
6.2.1
|
The Parties shall establish a steering committee (the “
Steering Committee
”) to:
|
(a)
|
oversee the implementation of the Alliance and promote its balanced implementation for the benefit of both Parties;
|
(b)
|
resolve any controversy or dispute arising out or in connection with this Agreement, the Development Agreement (but only to the extent specified in the Development Agreement), or the Purchasing Agreements (but only to the extent specified in the Purchasing Agreements);
|
(c)
|
establish as deemed necessary by the Steering Committee one or more operational committees, each consisting of an equal number of GMH and PSA nominees, to oversee the day-to-day operations and management of the Development Agreement based on guidelines established by the Steering Committee; and
|
(d)
|
examine any potential new Products, services, projects or areas of cooperation to be integrated within the scope of the Alliance,
provided
that the Parties intend to expand the scope of the Alliance to their future activities.
|
6.2.2
|
Composition of the Steering Committee
|
(a)
|
The steering committee shall be composed of ten (10) individuals (the “
SC Members
”), five (5) of whom shall be designated by GMH and five (5) of whom shall be designated by PSA, including the Chief Financial Officers of each Party.
|
(b)
|
Each Party at any time shall have the right to request the removal of the SC Members designated by it and designate another person to be appointed as a SC Member in his or her place.
|
(c)
|
At any time a vacancy is created on the Steering Committee by reason of resignation or any other reason, the Party which originally designated such SC Member shall designate a nominee to fill such vacancy.
|
6.2.3
|
Meetings of the Steering Committee
|
(a)
|
The Steering Committee shall meet as often as necessary upon written notice by or on behalf of any member of the Steering Committee and in any case shall meet at least four times per year. Any notice of any meeting of the Steering Committee shall be sent to each SC Member, and such notice may be sent by any means (including by email), and such notice shall include an agenda identifying in reasonable detail the matters to be discussed at such meeting together with copies of any relevant documents to be discussed at such meeting. Except in the case of emergency for which a shorter notice period is necessary (in which case reasonable advance notice shall be given to the SC Members sufficient for them to have an opportunity to attend such meeting), the notice of meetings of the Steering Committee shall be sent at least five (5) Business Days before such meeting.
|
(b)
|
SC Members participating in meetings of the Steering Committee by telephone conference or video conference shall be considered present for the purposes of calculating the quorum for a meeting and the votes on a decision. SC Members may further be represented with proxy by any other individual of their choice.
|
(c)
|
The venue of the meetings of the Steering Committee shall be on a rotating basis at the headquarters of GMH in Detroit or the headquarters of PSA in Paris.
|
(d)
|
Information provided to the Steering Committee shall be limited to that necessary for the Steering Committee to achieve its objectives as set forth above.
|
6.2.4
|
Decisions of the Steering Committee
|
(a)
|
The quorum for the decisions of the Steering Committee shall be reached when at least three SC Members appointed by each of the Parties shall be present or represented at the meeting. The decisions of the Steering Committee shall be validly passed by the unanimity of all the SC Members present or represented at the meeting. The language of the meetings of the Steering Committee shall be English and minutes of the meetings shall be written in English and signed by the SC Executives.
|
(b)
|
The Parties shall endeavour to ensure that their respective representatives at the Steering Committee shall reach a common position on any matter subject to the decision of the Steering Committee and that they shall not unreasonably withhold their decision as to any matter.
|
(c)
|
In the event of disagreement on a subject matter after two successive meetings of the Steering Committee, this subject matter shall be elevated by the SC Executives for the decision by the CEO’s. In such event, unless they are able to agree with respect to such issue within one week after such elevation, they shall meet together physically at a mutually acceptable location within two weeks after such elevation to discuss such issue.
|
7.
|
CONDITIONS
|
7.1
|
The implementation of the Alliance and the Ancillary Agreements are subject to the following conditions:
|
(a)
|
as condition precedent, any required and relevant clearance by any antitrust authorities or other regulatory body (“
Regulatory Clearances
”); and
|
(b)
|
as condition subsequent, the full implementation of the Equity Investment by no later than April 20, 2012. If the Equity Investment is not implemented within such term, unless the Parties agree otherwise, this Agreement shall be terminated and the provisions of Section 10 shall apply.
|
7.2
|
Responsibility for Satisfaction
|
7.2.1
|
The Parties shall use reasonable endeavours to obtain the Regulatory Clearances as soon as
|
7.2.2
|
The Parties shall use reasonable endeavours to take promptly all actions necessary to make all such filings required to obtain the Regulatory Clearances.
|
7.2.3
|
The Parties agree that all requests and enquiries from any Governmental Authority which relate to the obtaining of the Regulatory Clearances shall be dealt with by the Parties in consultation with each other and the Parties shall promptly co-operate with and provide all necessary information and assistance reasonably required by such Governmental Authority upon being requested to do so by the other. In this respect and except where prohibited by applicable law, the Parties shall provide each other with copies of all filings or correspondence made with any Governmental Authority and to consult with the other prior to taking a position with respect to any filing pursuant hereto, permit the other Party to review and discuss in advance, and to consider in good faith the views of the other Party.
|
7.2.4
|
The Parties shall equally share the costs of any Regulatory Clearances required under any applicable laws, including reasonable expenses for advisors. The Parties shall present to the Steering Committee a budget for such expenses and monthly status of their accrual.
|
8.
|
COVENANTS
|
8.1
|
Negotiation of Ancillary Agreements
|
8.1.1
|
The Parties shall negotiate (or cause their Affiliates to negotiate, as appropriate) in good faith to finalize the terms of the Ancillary Agreements in accordance with the targeted deadlines set out in
Exhibit 4
. The Parties shall establish working committees in respect of each Ancillary Agreement composed of appropriate individuals.
|
8.1.2
|
The Parties shall report bi-weekly to the Steering Committee regarding the progress of the negotiation and finalization of the Ancillary Agreement and the Steering Committee shall discuss and resolve issues that may be causing any delay in meeting the targeted deadlines.
|
8.1.3
|
The Parties have agreed that all the Initial Ancillary Agreements shall be signed (or in final form and approved by the Steering Committee) by December 31, 2012.
|
8.1.4
|
Following January 1, 2013, if for any reason whatsoever any Development Programs (as defined in the Development Agreement) concerning Products agreed under the Development Agreements are terminated, with the effect that there will be fewer than three active Development Programs (“
Minimum Development Programs
”), the Parties shall replace the cancelled Development Programs with one or more new Development Programs, with the objective to re-establish the Minimum Development Programs. Such new Development Programs will be determined by the Steering Committee. If the Steering Committee fails to agree on such re-establishment of Minimum Development Programs within 60 days following the termination of the relevant Development Program, the Chief Executive Officer of GMH and the Chairman of the Managing Board of PSA shall meet promptly in a mutually agreed location to discuss a solution in good faith. If within the following 40 days the Chief Executive Officer of GMH and the Chairman of the Managing Board of PSA have not agreed on such re-establishment of Minimum Development Programs, the non-breaching Party (in the event the terminated Development Program(s) was(were) terminated for breach) or either
|
8.2
|
Access to information
|
8.3
|
Negotiation and execution of Ancillary Agreements
|
8.4
|
Exclusivity
|
8.5
|
Confidentiality
|
8.5.1
|
Except as set forth in Section 8.5.2 and 8.5.4 below, each Party shall, and shall procure that its respective Affiliates shall, treat as strictly confidential and shall not disclose or use any information received or obtained as a result of entering into or implementing this Agreement, the Ancillary Agreements or any agreement entered into pursuant to this Agreement which relates to:
|
(a)
|
the existence and provisions of the Alliance, of this Agreement, of the Equity Investment, of any Ancillary Agreement, or of any other agreement entered into pursuant to this Agreement;
|
(b)
|
the negotiations relating to this Alliance, this Agreement, the Equity Investment, the Ancillary Agreements and any such other related agreements; or
|
(c)
|
any information relating to the business, financial status, intellectual property, know-how, technology, trade secrets of the other Party and its Affiliates
|
8.5.2
|
The confidentiality undertaking set forth in Section 8.5.1 shall not prohibit disclosure or use of any information if and to the extent that:
|
(a)
|
such disclosure or use is required in connection with the due performance of this Agreement or any Ancillary Agreement;
|
(b)
|
such disclosure or use is required by law, any regulatory body or any stock exchange on which the shares of any Party are listed (including where this is required as part of its financial reporting requirements or any actual or potential offering, placing and/or sale of securities of any member of the GMH Group or the PSA Group), provided that any disclosure of information to the works councils of a Party or any of its Affiliates shall be limited to the extent necessary to comply with applicable law and require prior notification to the other Party (without any requirement of translation) and such other Party’s timely and reasonable comments on the content and scope of such disclosure shall be taken into consideration;
|
(c)
|
such disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement, the Ancillary Agreements or any other agreement entered into under or pursuant to this Agreement, or the disclosure is made to a tax authority in connection with the tax affairs of the disclosing party;
|
(d)
|
such information is or becomes publicly available (other than by breach of the confidentiality undertakings of this Agreement);
|
(e)
|
such information is obtained free of any restrictions on use or obligations of confidentiality from a third party which is itself free of any restrictions on use or obligations of confidentiality with respect to that information;
|
(f)
|
such information is already in the possession of the receiving party and is not subject to obligation of confidentiality or a restriction on use;
|
(g)
|
such information is disclosed by a Party to its Affiliates, or to the officers, employees (other than employee representatives) and advisors (including, but not limited to, financial advisors, accountants and attorneys) on a need-to-know basis, and for advisors also under confidentiality obligation; or
|
(h)
|
such disclosure is made on a confidential basis to potential purchasers of all or part of Gefco,
provided
that PSA shall limit the disclosed information to information relevant to the activities of Gefco and in such respect shall obtain the prior consent of GMH in respect of any disclosure of this Agreement, any of the Ancillary Agreements or other agreements entered into pursuant to this Agreement;
|
8.5.3
|
Each Party will limit the disclosure of Confidential Information of the other Party within its organization to the appropriate individuals and to the extent necessary to achieve the objectives of the Alliance, on a need-to-know basis.
|
8.5.4
|
The obligations set forth in this Section 8.5 supplement any other confidentiality agreement entered into by the Parties with respect to the subject matter hereof and shall remain in full force and effect until the fifth anniversary of the termination or expiration of this Agreement (except as may otherwise be provided in the Ancillary Agreements).
|
8.5.5
|
Any public announcement or press release by or on behalf of any Party with respect to this Agreement or the business of the Alliance shall be agreed to in writing by both Parties in advance of such public announcement or press release.
|
8.6
|
Interim Period
|
8.6.1
|
The Parties recognize that in the period of time between the execution of this Agreement and the execution of the Development Agreements (the “
Interim Period
”) they might start development or pre-development analysis and work on certain product programs on which they are engaged in advanced discussions, in anticipation of the Development Agreements.
|
8.6.2
|
The work carried out by the Parties in the Interim Period shall be minimized and shall not involve the transfer or license of any intellectual property rights between the Parties. Any exchange of information shall be done in accordance with Section 8.2. The Steering Committee shall monitor such activities and review forecasts for continuing analysis and work during the Interim Period.
|
8.6.3
|
The work carried out by the Parties in the Interim Period shall be retroactively governed in all respects by the Development Agreements, including on cost sharing and intellectual property rights. If for any reason the Parties do not execute the Development Agreements within the deadlines set forth in this Agreement (as such deadlines may be extended by the Parties), the Parties will apply the following rules:
|
(a)
|
the Parties will share development costs for common parts of any given product on a 50/50 basis;
|
(b)
|
the development costs for unique parts of any given product will be borne or reimbursed by the Party that has requested such development; and
|
(c)
|
notwithstanding the reimbursement of the above costs, no intellectual property rights shall be licensed or transferred by one Party to the other Party, unless specifically agreed in writing by the Parties on a case-by-case basis.
|
8.7
|
Performance Reviews
|
8.7.1
|
The Parties recognize that this Agreement and the Alliance are aimed at achieving significant and mutual benefits for both of them.
|
8.7.2
|
The Steering Committee will record annually the progress and performance of the Alliance based on objective performance criteria and will report annually on such progress and performance to the CEOs.
|
8.7.3
|
The performance criteria for the initial 4-year period of the Alliance (i.e., ending on March 5, 2016) shall be that at least four (4) Products shall be in series production or planned to be in series production within the following thirty-six (36) months.
|
8.7.4
|
The Parties expect to realize (i) meaningful yearly cost savings on purchasing of commodities, components, other goods and services compared to their previous standalone purchasing performance; and (ii) meaningful yearly cost savings on logistics in Europe for GMH, compared to the yearly cost of logistic services before the exclusive relationship with Gefco. Assessment of the progress in realization of these meaningful savings will be part of the annual review of the progress of the Alliance.
|
8.7.5
|
At the end of such initial 4-year period, the Steering Committee shall determine the relevant criteria for the subsequent 2-year period (and, at the end of each such 2-year period, the Steering Committee shall determine the relevant criteria for the subsequent 2-year period). The relevant criteria for each such 2-year period shall comprise the execution of Development Agreements for new or renewed projects.
|
8.7.6
|
The Parties shall use reasonable endeavours to achieve the performance criteria agreed by the Steering Committee
|
8.7.7
|
At the end of the initial 4-year period and each subsequent 2-year period, the Steering Committee shall report to the CEO’s regarding the achievement of the relevant performance criteria.
|
8.7.8
|
If the Alliance has failed to meet the relevant criteria at the end of the initial 4-year period or any subsequent 2-year period, GMH or PSA may request an urgent meeting of the Steering Committee to discuss and agree upon corrective action in order for the Alliance to meet such performance criteria within the next 1-year period (i.e., on or before the 5
th
year anniversary, the 7
th
year anniversary and the 9
th
year anniversary of February 29, 2012).
|
8.7.9
|
At the end of any such 1-year period, the Steering Committee shall report to the CEO’s regarding the achievement of the relevant performance criteria. If the Alliance has still failed to meet the performance criteria, either Party may terminate this Agreement and the Alliance and in such event the provisions of Section 10 shall apply.
|
9.
|
CHANGE OF CONTROL
|
10.
|
TERM AND TERMINATION
|
10.1
|
Unless early terminated in accordance with the terms hereof, this Agreement shall continue in effect for a period of ten years and shall, unless previously terminated by written non-renewal notice sent by either Party to the other Party at least twelve (12) months prior to the expiration of the initial ten years period or any renewal period, automatically renew for three years periods.
|
10.2
|
Either Party shall be entitled to initiate arbitration proceedings in accordance with the terms of this Agreement to seek termination thereof in the event of a Fundamental Breach by the other Party that has not been cured within sixty (60) Business Days after receipt by the Party in breach of a written notice notifying such Fundamental Breach.
|
10.3
|
Any termination of the Master Agreement shall be without prejudice to any obligations of any Party which are outstanding at the date of such termination or any claim for damages relating to any breach of this Agreement.
|
10.4
|
Upon any termination in accordance with the provisions of this Section 10 (including, for the avoidance of doubt, pursuant to Section 8.1.4, Section 8.7.9, or Section 9, the Parties shall implement and cause their Affiliates to implement an orderly unwinding of the Alliance and the Ancillary Agreements (excluding for the avoidance of doubt the Logistics Agreement). The Ancillary Agreements will include terms governing such orderly unwinding, including
inter alia
the survival of licenses of Intellectual Property related to Products, as well as reasonable periods of continued development, manufacturing and related logistics services and supply of spare parts to avoid disruptive effects.
|
11.
|
AUDIT
|
12.
|
COMPLIANCE
|
13.
|
REPRESENTATIONS AND WARRANTIES; FURTHER ASSURANCES
|
13.1
|
GMH hereby represents and warrants to PSA that (i) GMH is a validly existing company, duly incorporated and registered under the laws of Delaware, and has the legal right and full power and authority to enter into and perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement, (ii) GMH is not insolvent or subject to any proceedings under any applicable bankruptcy, insolvency, moratorium, reorganization or similar law affecting the rights of creditors generally and the availability of equitable remedies, and (iii) this Agreement constitutes valid and binding obligations on GMH in accordance with its terms.
|
13.2
|
PSA hereby represents and warrants to GMH that (i) PSA is a validly existing company, duly incorporated and registered under the laws of France, and has the legal right and full power and authority to enter into and perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement, (ii) PSA is not insolvent or subject to any proceedings under any applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies, and (iii) this Agreement constitutes valid and binding obligations on PSA in accordance with its terms.
|
13.3
|
The Parties agree to perform (or procure the performance of) all further acts and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law, whether on or after February 29, 2012 to implement and/or give effect to this Agreement and the transactions contemplated therein.
|
14.
|
MISCELLANEOUS
|
14.1
|
EXPENSES
|
14.2
|
MODIFICATION; WAIVER
|
14.2.1
|
This Agreement amends and supersedes the Master Agreement signed between the Parties on February 29, 2012. No modification of this Agreement shall be valid unless it is in writing and signed by or on behalf of each Party. The expression “modification” shall include any modification, supplement, deletion or replacement however effected.
|
14.2.2
|
Unless expressly agreed, no modification shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of modification, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so modified.
|
14.2.3
|
Any waiver relating to a provision of this Agreement (unless otherwise specified) shall only be a waiver in the particular instance and for the particular purpose for which it was given.
|
14.3
|
ASSIGNS AND SUCCESSORS
|
14.3.1
|
The Parties may not assign or transfer or purport to assign or transfer any of their rights or obligations under this Agreement except as otherwise provided in this Agreement or with the express written consent of the other Parties.
|
14.3.2
|
The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.
|
14.3.3
|
Notwithstanding the use in this Agreement of the terms “GMH” and “PSA”, (i) each of the rights and obligations arising pursuant to this Agreement are applicable to and for the benefit
|
14.4
|
NO THIRD PARTY RIGHTS
|
14.5
|
INVALIDITY
|
14.5.1
|
If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, such provision shall to that extent be deemed not to form part of this Agreement without affecting or impairing the legality, validity and enforceability of the remaining provisions.
|
14.5.2
|
The Parties shall negotiate in good faith in order to substitute in the shortest time possible a suitable provision for any such illegal, invalid or unenforceable provision hereof so as to effect the original intent of the Parties as closely as possible in an acceptable manner so that the transactions contemplated herein be consummated as originally contemplated to the fullest extent possible.
|
14.6
|
REMEDIES
|
14.7
|
NOTICES
|
14.7.1
|
Any notice or other communication in connection with this Agreement (including any documents attached to such notices) shall be:
|
a)
|
in writing in English;
|
b)
|
delivered by hand, fax, or by courier using an internationally recognised courier company; and
|
c)
|
accompanied by a notice by email.
|
14.7.2
|
A notice shall be effective upon receipt and shall be deemed to have been received:
|
(b)
|
at the time of delivery, if delivered by hand or courier; and
|
(c)
|
at the time of transmission in legible form, if delivered by fax and if confirmation of receipt shall have been received.
|
14.8
|
NON-SOLICITATION
|
14.8.1
|
The Parties agree that, during the term of this Agreement and twelve months thereafter, neither Party nor any of its Affiliates (the “
Soliciting Party
”) shall, whether directly or indirectly (including through an external recruitment agency or a head hunter) solicit or entice away, or endeavor to solicit or entice away, any person employed by the other Party or any of its Affiliates (the “
Non-Soliciting Party
”) whose activities are related to the Alliance, with a view to inducing that person to leave such employment and to act for the Soliciting Party, including in respect of any such person who is a part of the senior leadership of the other Group (for the PSA Group, a
cadre suprieur
or a
cadre dirigeant
and for the GMH Group, an
executive
) (a “
Senior Employee
”), or hire such person, unless in each case such Soliciting Party has obtained the prior written consent of the Non-Soliciting Party.
|
14.8.2
|
Except in respect of a Senior Employee, the foregoing shall not apply to the extent such person has been recruited by way of bona fide advertising.
|
14.8.3
|
As an exception to the duration set forth in Article 14.8.1, in the event of (i) termination of this Agreement for Fundamental Breach of either Party or as a consequence of termination of the Development Agreement for breach by either Party or (ii) termination of this Agreement as a consequence of termination of the Development Agreement for Material Adverse Event, the obligations of the breaching Party (in the case of (i)) and the obligations of the terminating Party (in the case of (ii)), set forth in this Section 14.8 shall continue until twelve months after the date on which this Agreement would have expired if it had not been terminated.
|
14.9
|
HARMONIZATION
|
15.
|
GOVERNING LAW AND DISPUTE RESOLUTION
|
15.1
|
This Agreement is governed by, and construed in accordance with, the laws of Switzerland. Nothing in this Agreement shall be interpreted to constitute a partnership between the Parties within the meaning set out in the Swiss Code of Obligations. In any case, in the event that the Alliance qualifies as “simple partnership” within the meaning of articles 530 and following of the Swiss Code of Obligations, the Parties expressly derogate and exclude the application to this Agreement and the Ancillary Agreements of articles 535, 543, 544 and 545, paragraphs 1.1 to 1.6 of the Swiss Code of Obligations.
|
15.2
|
Notwithstanding any other provision to the contrary contained in this Agreement, any dispute arising out of or in connection with this Agreement, including a dispute as to the validity, existence or termination of this Agreement or this Section 15 or any obligation arising out of or in connection with this Agreement, shall be resolved exclusively by arbitration in Geneva, Switzerland conducted in English by three arbitrators pursuant to the rules of the International Chamber of Commerce in effect at the time of the submission of the dispute to arbitration. The arbitration award shall be final, binding on all Parties and not subject to appeal on any grounds before the Swiss Federal Tribunal within the meaning of article 192 paragraph 1 of the Swiss Federal Act on private international law.
|
15.3
|
The Parties acknowledge that nothing in Section 15 shall prevent a Party from referring to any competent courts in any appropriate jurisdiction prior to or after the initiation of an arbitration procedure under this Section 15 any request for an interim protection or conservatory order. Pending a dispute resolution under Section 6.2.4(c,) the Parties may not start arbitration under Section 15.2.
|
15.4
|
The Parties contemplate that the governing law and dispute resolution provisions set forth in this Section 15 shall apply mutatis mutandis to the Development Agreements, the Supply Agreements, the Powertrain Supply Agreements and the Purchasing Agreements. The Logistics Agreement (including for the purpose of this Section also the relevant Local Participation Agreements, as defined in the Logistics Agreement) will be governed by the law agreed between the Parties therein and any dispute arising out of or in connection with the Logistics Agreement, including a dispute as to the validity, existence or termination of the Logistics Agreement or any obligation arising out of or in connection with the Logistics Agreement, also in connection with Section 5 of this Agreement, shall be resolved exclusively in accordance with the provisions on the dispute resolution set out in the Logistics Agreement, excluding any application of this section 15.
|
“acting in concert”
|
shall have the meaning as set forth in Article L.233-10 of the French
Code de commerce
.
|
“Affiliate”
|
means, with respect
to any Party or other person, any company or other entity in respect of which such Party or other person has either (a) the ownership of more than 50% of the total voting rights or (b) the right to appoint the majority of the members of the board of directors (or similar corporate organ);
provided
that an Affiliate of GMH shall include any Affiliate of GMC. Further, the Parties agree that Faurecia and its subsidiaries (collectively “Faurecia”) will not be considered Affiliates for purposes of this Agreement.
|
“Alliance”
|
means (a) the joint development described in Section 3, (b) the joint global purchasing platform described in Section 4, and (c) the commercial cooperation between GMH and Gefco described in Section 5.
|
“AMF”
|
has the meaning ascribed to it in Section 2.2.3.
|
“
Ancillary Agreements
”
|
means the Development Agreements, the Supply Agreements, the Powertrain Supply Agreements, the Purchasing Agreements and the Logistics Agreement.
|
“Authorized GMH Affiliate”
|
means an entity wholly-owned by GMH with the words “General Motors” or “GM” in its corporate name (other than Adam Opel AG, Chevrolet Europe GmbH or subsidiaries thereof).
|
“
Business Day
”
|
means any day other than (i) a Saturday or a Sunday or (ii) a public holiday in Detroit or in Paris.
|
“CEOs”
|
means the Chief Executive Officer of GMH and the Chairman of the Managing Board of PSA
|
“
Change of Control
”
|
has the meaning ascribed to it in Section 9.
|
“Competitor”
|
means any (i) entity that manufactures automobiles or (ii) a private equity fund aiming at influencing the governance of PSA.
|
“
Confidential Information
”
|
has the meaning ascribed to it in Section 8.5.1.
|
“
control
”
|
means either (a) the ownership of more than 30% of the total voting rights of a company or (b) the contractual or statutory right to appoint the majority of the members of the board of directors of a company, except as otherwise specifically provided herein.
|
“
Development Agreements
”
|
has the meaning ascribed to it in Section 3.2(i).
|
“EPF”
|
means Établissements Peugeot Frères, a French
société anonyme.
|
“Equity Investment”
|
means the acquisition by GMH (or an Authorized GMH Affiliate) of the Shares, as contemplated in Section 2.1.
|
“FFP”
|
Means Société Foncière, Financière et de Participations, a French
société anonyme.
|
“
Fundamental Breach
”
|
means a material breach of this Agreement of a such magnitude that it compromises the Alliance.
|
“Gefco”
|
means Gefco SA, a French
société anonyme,
with its headquarters at
77/81 rue des Lilas d’Espagne, 92402 COURBEVOIE Cedex.
|
“
GMC
”
|
means General Motors Company, a Delaware corporation with its headquarters at Renaissance Center, Detroit, Michigan 48265, USA.
|
“
Governmental Authority
”
|
means any nation, government or state or other political subdivision thereof, and any entity (whether national, federal, regional, state or local, and including any court or arbitral tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.
|
“
Group
”
|
means, with respect to GMH, GMH and its Affiliates and, with respect to PSA, PSA and its Affiliates.
|
“Initial Ancillary Agreements”
|
means (i) the agreement establishing the Purchasing JV, (ii) the Logistics Agreement and (iii) Development Agreements with respect to at least 3 Products.
|
“Insolvency Event”
|
means PSA becoming insolvent or subject to any proceedings under any applicable bankruptcy, insolvency, moratorium, reorganization or similar law.
|
“
Intellectual Property
” or “
IP
”
|
means all industrial and intellectual property rights, including registered trademarks, service marks, patents, utility models, registered designs, applications for, inventions, trade and business names, copyrights, computer software, domain names and databases, which may subsist in any part of the world (including in know-how) together with all renewals and extensions.
|
“Lock-up”
|
has the meaning ascribed to it in Section 2.3.1.
|
“Lock-up Period”
|
has the meaning ascribed to it in Section 2.3.1.
|
“Logistics Agreement”
|
has the meaning ascribed to it in Section 5.2.
|
“Minimum Development Programs”
|
has the meaning ascribed to it in Section 8.1.4.
|
“Non-Soliciting Party”
|
has the meaning ascribed to it in Section 14.8.1.
|
“Parties”
|
has the meaning ascribed to it in the recitals.
|
“Peugeot Family”
|
means (i) EPF, (ii) FFP, (iii) any member of the board of directors of EPF or FFP who is a member of the Peugeot family, (iv) Affiliates of EPF or FFP (excluding for the avoidance of doubt PSA and its Affiliates);
provided
that for the purposes of an “agreement with” or an “invitation by” the Peugeot Family as referred to in Sections 2.2.2(b), 2.2.3(c) or 9, any action taken by any member of the board of directors of EPF or FFP shall be disregarded if such action is objected to in, or denounced by, a duly passed publicly disclosed resolution of the board of directors of EPF or FFP.
|
|
|
|
|
Parties
|
GMH and PSA and their Affiliates
|
Definitions
|
Affiliates for the purpose of the Development Agreements: means any entity in which any of the Party holds at least 50% of the share capital or voting rights and will also include if requested by GMH the following companies: Shanghai General Motors, SGMW, in each case for so long as GMH maintains an ownership stake in such companies of no less than 40%. The parties will discuss and agree on provisions to include in the final agreement regarding the transfer of IP to Affiliates that are owned 50% or less by either party.
|
Scope
|
The Parties will set out in the Development Agreements the initial scope of the Alliance. The Parties will regularly review possible new joint programs to be selected as part of the scope of the Alliance.
|
Governance
|
The Steering Committee shall establish a Program and Innovation Operational Committee comprising an equal number of representatives of both Parties. The Program and Innovation Operational Committee shall (i) establish a Joint Product and Innovation Master Plan and submit it to the Steering Committee for approval, (ii) define and monitor platform, program and powertrain strategy, including overall key targets on economical objectives, quality, Co2, weight, Total Cost of Ownership and module road map, (iii) decide launch of new joint programs with their specifications, economical, quality, Co2, weight, Total Cost of Ownership and performance objectives, (iv) propose to the Steering Committee expansion of the Alliance to new segments or new lines of business, as well as joint innovation activities, (v) review key milestones of programs; and (vi) develop program budgets and submit them to the Steering Committee for approval. The Program and Innovation Operational Committee shall implement such Joint Product and Innovation Master Plan as approved by the Steering Committee. The Program and Innovation Operational Committee shall take its decisions by unanimous vote. Disagreements shall be escalated to the Steering Committee.
|
|
The Program and Innovation Operational Committee shall establish Joint Operational Coordination Sub-committees consisting of an equal number of representatives of both Parties for all relevant topics (e.g. Innovation, Powertrain, Module, R&D Process, Quality, Manufacturing, Finance, Service and Spare Parts).
The Program and Innovation Operational Committee shall establish Project Management Sub-committees. A Project may consist of a platform, vehicle, powertrain or module, etc.
Depending on the Parties’ input into the program and available capabilities and resources, the Program and Innovation Operational Committee will recommend for approval by the Steering Committee which Party will lead each Project Management Sub-committee (provided that the deputy leader shall be a representative of the other Party).
Joint Operational Coordination Sub-committees and Project Management Sub-committees members shall use their reasonable efforts to reach a common position on every matter. In case of disagreement, this disagreement shall be escalated to the Program and Innovation Operational Committee
|
Cost Sharing
|
(***).
|
Supply Agreements
|
The Parties will ensure that the Supply Agreements will provide for a balanced benefit for both Parties in the allocation of the manufacturing of production volumes on each side (which the Steering Committee shall regularly review).
|
IP
|
(***)
|
Exclusivity
|
The Parties may agree case-by-case on specific Products for which, during the period of cooperation for such Products, the Parties shall not develop such Product outside of the Alliance, whether on their own or with third Parties.
|
|
|
Overall Objective
|
Vis-à-vis third parties, the purchasing departments of GMH and PSA agreed in the Purchasing Agreement will be viewed as a combined purchasing organization, fully leveraging the joint expertise, purchasing power and joint platforms and modules on a global basis.
|
Scope of Cooperation
|
The scope of the cooperation is the joint, worldwide purchasing of commodities, components, goods and services including,
inter alia
, the following:
Sourcing decisions;
Negotiation on piece prices ;
Purchasing terms and conditions;
Tool negotiation, purchase and ownership;
Overall general supplier quality;
Managing suppliers capacity, and monitoring of capacity shortage situation; and
Overall relationship with the suppliers
Unless agreed otherwise, the scope shall exclude
inter alia
commodities, components, other goods and services whose purchase (i) is not within the current scope of activity of the purchasing functions of either Party (e.g., furniture, legal advice, and others to be clarified between the Parties), or (ii) falls within the scope of existing exclusive agreements with third parties in relation to joint development or production of specific products.
The purchasing cooperation shall be exclusive, and for the duration of the Alliance, the Parties may not enter into purchasing agreements with third parties that overlap with the scope set out above, except as permitted in the Purchasing Agreement.
Such cooperation will rely upon the purchasing teams of GMH and PSA, as well as on the joint venture company contemplated in Section 4 of the Agreement.
|
Joint Purchasing
|
The purchasing cooperation shall include
inter alia
the following activities:
Establishing general purchasing terms and conditions (“
Global Purchasing Terms and Conditions
”) to be approved by GMH and PSA based on agreed guidelines;
Coordination as to sourcing;
The issuing of “joint” RFP;
The short-listing of RFP bidders;
The negotiation of terms with suppliers, it being understood that the issuance of orders will be made by the regional teams of GMH and PSA; and
The managing of the overall relationship with suppliers (quality, capacity, etc.).
|
|
|
Joint Venture Resources and Teams
|
GMH and PSA will cooperate to adjust their internal organizations as necessary to ensure that the purchasing teams are organized in a fashion coherent with the Alliance.
GMH and PSA will make available certain support resources (including HR, IT and Legal) to enable the purchasing teams to effectively carry out its activities. The nature and extent of this will be jointly decided following due diligence.
|
Purchasing Guidelines
|
GMH and PSA will develop joint purchasing guidelines to apply to the purchasing teams of GMH and PSA, which will include
inter alia
the following items:
Communication with suppliers or between the Parties on purchasing topics;
Supplier selection;
Supplier product development; and
Supply chain and logistics, including capacity constraints.
|
|
|
Governance
|
The Steering Committee will establish an operational committee to oversee and manage the purchasing coordination of GMH and PSA, decide and monitor the purchasing synergies, review synergy opportunities and agree on joint procedures (supplier assessment, supplier qualification etc). Roles and responsibilities of such operational committee will be disciplined in the Purchasing Agreements.
|
VORSTANDSDIENSTVERTRAG
(Director's Service Agreement)
|
|
|
between
|
|
|
Adam Opel AG
Bahnhofsplatz, 65423 Rüsselsheim
|
|
|
|
|
- hereinafter referred to as the ”
Company
“ -
|
|
|
|
represented by its Supervisory Board, which itself is represented by its Chairman,
|
|
|
Stephen J. Girsky
|
|
|
|
|
and
|
|
|
Dr. Karl-Thomas Neumann
|
|
|
|
|
born on April 1, 1961, residing at Am Lichtetal 11, D-61462 Königstein,
|
|
|
|
- the Company and Dr. Neumann hereinafter collectively also referred to as the ”
Parties
” or individually as to one “
Party
” -
|
|
|
|
|
|
Preamble
|
|
|
|
Dr. Neumann is currently, but no longer than June 30, 2013, bound by restrictive co-venants and he endeavors to terminate them at an earlier point in time.
|
|
|
|
Upon release from his restrictive covenants, Dr. Neumann shall be appointed Chairman of the Management Board of the Company for an initial term of one (1) year, latest as of July 1, 2013.
|
|
|
|
In light of this, hereby the Parties enter into the following Director’s Service Agreement (hereinafter also referred to as the “
Agreement
”):
|
|
|
1.
|
Position, Functions and Duties
|
|
|
1.1
|
Latest as of July 1, 2013, Dr. Neumann shall be appointed for an initial term of one (1) year as Chairman of the Management Board of the Company. Within General Motors he will hold the titles of “
General Motors Vice President
” and “
President of General Motors Europe
”.
|
|
|
1.2
|
Dr. Neumann shall carry out his duties in accordance with the applicable laws, the articles of association of the Company and, if in place, its rules of procedure for the Management Board, all as amended from time to time.
|
|
|
1.3
|
Dr. Neumann shall dedicate his entire working capacities exclusively to the services of the Company. He shall require the consent of the personnel committee of the Company’s Supervisory Board before taking on any other professional activities or offices, whether in a remunerated or an honorary position. The consent will be granted, if there are no conflicting interests of the Company.
|
|
|
1.4
|
Dr. Neumann shall, upon the request of the Supervisory Board, also accept positions or offices in companies in which the Company directly or indirectly holds shares as well as activities in associations and organizations of which the Company or an affiliated company is a member. It is understood, that any positions and offices Dr. Neumann has assumed under this Clause 1.4 are limited for the time he is appointed as member of the Management Board of the Company. In case this appointment ends, Dr. Neumann will immediately and in the appropriate form resign from any such positions and offices.
|
|
|
1.5
|
During the term of this Agreement Dr. Neumann is not permitted to directly or indirectly participate in any company, which is in competition with the Company or an affiliated company, or in any company which maintains material business relationships with the Company or an affiliated company. This does not apply to participations as part of Dr. Neumann’s private wealthy management, provided those participations do not allow direct or indirect influence on the respective companies’ managements.
|
|
|
|
|
2.
|
Remuneration
|
|
|
2.1
|
As compensation for his services Dr. Neumann receives a fixed annual gross salary in the amount of EUR 618,560.00, payable in 12 equal installments by the end of each month into a domestic bank account to be nominated by Dr. Neumann.
|
|
|
2.2
|
In addition, Dr. Neumann participates in the following incentive plans of General Motors Company, the Company's parent company:
|
|
|
General Motors Company Salary Stock Plan (
Annex 1
)
|
|
and
|
|
General Motors Company Long-Term Incentive Plan (
Annex 2
)
|
|
|
|
|
Special provisions, which supersede the rules of the aforementioned incentive plans of General Motors Company and which have been agreed upon by General Motors Company and Dr. Neumann, are contained in Annex 3 of this Agreement (“
Annex 3
”).
|
|
|
2.3
|
Any assignment or pledge of remuneration claims requires the consent of the Supervisory Board of the Company.
|
|
|
2.4
|
In the event Dr. Neumann receives compensation for positions or offices, which he has assumed at affiliated companies, associations or organizations, he will transfer such compensation to the Company or such compensation will be credited against the remuneration under Clauses 2.1 and 2.2 above.
|
|
|
|
|
3.
|
Company Pensions
|
|
|
|
Dr. Neumann is entitled to participate in the Company’s pension scheme, which applies for executives. All entitlements arising out of this pension scheme, which relate to the term of this Agreement, shall be non-forfeitable upon signing this Agreement.
|
|
|
|
|
4.
|
Vacation
|
|
|
|
Dr. Neumann has an annual vacation entitlement of 30 working days for each full calendar year, which shall be taken in accordance with the other members of the Management Board. The German Vacation Act does apply
mutatis mutandis
.
|
|
|
|
|
5.
|
Company Car(s) and Drivers Pool
|
|
|
5.1
|
The Company will provide an adequate Opel company car to Dr. Neumann, which he can also use for private purposes, and will bear the costs for fuel as well as all other costs regarding the operation of the car (e.g. for repairs, maintenance, insurance etc.). Dr. Neumann shall bear any income taxes resulting from the private use.
|
|
|
5.2
|
Dr. Neumann may lease up to five further Opel cars under and subject to the applicable car leasing policies, whereby the lease of one of these cars shall be based on the leasing conditions for executives.
|
|
|
5.3
|
As a member of the Management Board of the Company Dr. Neumann will have access to the Company’s pool of drivers on an as-needed basis, including for his trips to and from work as well as for business purposes.
|
|
|
|
|
6.
|
Remuneration in the Event of Illness and Accident
|
|
|
|
In case of a temporary incapacity for work, resulting from illness, accident or from another reason for which Dr. Neumann is not responsible, he will continue to receive his remuneration under Clauses 2.1 and 2.2 above for a maximum period of up to six (6) months of the contractual term of this Agreement. Payments of third parties will be credited against this entitlement.
|
|
|
|
|
7.
|
Insurances
|
|
|
7.1
|
For the term of this Agreement, the Company will conclude an accident insurance for Dr. Neumann according to the Company’s applicable policies.
|
|
|
7.2
|
The Company will ensure that Dr. Neumann will be subject to a D&O insurance in compliance with the ”GENERAL MOTORS COMPANY DIRECTORS AND OFFICERS INSURANCE COVERGAGE“ terms and conditions, as attached as
Annex 4
and as amended from time to time.
|
|
|
|
|
8.
|
Expenses
|
|
|
|
Expenses and other expenditures will be settled by the Company in accordance with the applicable internal company expense policies, as amended from time to time.
|
|
|
|
|
9.
|
IP Rights
|
|
|
|
Any inventions, which Dr. Neumann creates during the term of this Agreement, will be governed by the provisions of the German Employee Inventions Act. The Company and its affiliated companies are exclusively and irrevocably entitled to utilize any technical or operational proposals for improvements made by Dr. Neumann, without further compensation being required.
|
|
|
|
|
10.
|
Term
|
|
|
10.1
|
This Agreement will be concluded for a term of one year from the appointment of Dr. Neumann as chairman of the Management Board and shall start no later than on July 1, 2013. A premature termination of this Agreement is only possible for an important reason with immediate effect (§ 626 German Civil Code).
|
|
|
10.2
|
The Parties agree to resume negotiations regarding a subsequent longer director’s service agreement three (3) months prior to the expiry of this Agreement at the latest.
|
|
|
10.3
|
Sec. 625 German Civil Code does not apply, i.e. in order to be effective a continuation of this Agreement requires a written arrangement.
|
|
|
|
|
11.
|
Confidentiality
|
|
|
11.1
|
During the term of this Agreement and at all times thereafter, Dr. Neumann will not disclose to any third party any business related matters not generally known, including such relating to the Company and its affiliates, and he shall not utilize business or operational secrets himself. This also applies to this Agreement and its annexes, which or whose contents Dr. Neumann will not disclose to any third party, unless the disclosure is required by law or serves the purpose of asserting or rejecting claims. His spouse, tax or legal advisors are no third parties within the aforementioned meaning.
|
|
|
11.2
|
Dr. Neumann agrees to keep all business related documents and notes with care, including personal notes and electronic copies, and to return them upon request and in case of termination of this Agreement - without further request being required - to the Supervisory Board or an authorized person. There are no retention rights regarding such documents and notes (incl. its electronic copies).
|
|
|
|
|
12.
|
Non-competition and Non-solicitation
|
|
|
12.1
|
During the term of this Agreement Dr. Neumann will be bound by the non-competition restrictions as laid down in Sec. 88 German Stock Cooperation Act.
|
|
|
12.2
|
During the term of this Agreement and a period of two (2) years after its termination, Dr. Neumann must refrain from actively soliciting (or attempting to do so) for a third party, be it directly or indirectly, any employees, board members or freelancers of the Company or any affiliate of the Company.
|
|
|
|
|
13.
|
Condition Precedence / Claims of Volkswagen AG
|
|
|
13.1
|
This Agreement is subject to the following condition precedents:
|
|
|
|
- Approval of the Supervisory Board of the Company to this Agreement.
|
|
- Signing of the
Annex 3
by Dr. Neumann.
|
|
|
13.2
|
Dr. Neumann will ask Volkswagen AG for an early release from his current restrictive covenants, ideally already as of January 1, 2013. Once it is known whether Volkswagen AG will ask Dr. Neumann for any financial concessions in return for an early release, the Parties will discuss an earlier start date of Dr. Neumann with the Company, i.e. an entry before July 1, 2013, and in particular whether and to which extent the Company will reimburse any upcoming costs.
|
|
|
|
|
14.
|
Final Provisions
|
|
|
14.1
|
Should any provision of this Agreement be or become entirely or partly invalid or lose its validity at a later date, this shall not affect the remaining provisions. Insofar as legally permitted, a reasonable other provision shall be deemed to replace the invalid provision, which commercially corresponds as close as possible to a provision which had been agreed upon by the Parties, had they known the invalidity of the respective provision. This also applies if the invalidity of a provision relates to a quantity of performance or length of time; in this event the quantity of performance or length of time shall be deemed the quantity or length which is legally permissible.
|
|
|
14.2
|
There are no further agreements. Modifications to and supplements of this Agreement must be made in writing in order to become effective. This also applies to the cancellation, amendment or supplementation of the aforementioned written form requirement. The priority of individual contractual agreements remains unaffected (Sec. 305b German Civil Code).
|
|
|
14.3
|
Dr. Neumann agrees that any and all previous declarations in conjunction with the constitution of this service relationship will become irrelevant and will be entirely replaced by the terms and conditions of this Agreement.
|
|
|
14.4
|
This Agreement will be executed in two originals. By signing this Agreement, Dr. Neumann acknowledges receipt of one original, including its
Annexes
.
|
|
|
14.5
|
This Agreement shall be subject to the laws of the Federal Republic of Germany. The Parties agree, however, that this choice of law does not apply to the incentive plans of General Motors Company, in which Dr. Neumann will participate. These plans are not part of the service relationship with the Company and they will be governed by the relevant law, as stipulated in the relevant plan.
|
|
|
14.6
|
The courts, competent for the Company, shall have exclusive jurisdiction for disputes arising out of this Agreement (with the exception of any disputes which arise from the General Motors Company incentive plans; for such disputes the relevant US courts shall have exclusive jurisdiction).
|
|
|
14.7
|
In the event of inconsistencies between the German and the English version of this Agreement, the German version shall prevail.
|
|
|
|
|
|
DR. KARL-THOMAS NEUMANN:
|
|
|
|
Frankfurt, den December 19, 2012
|
|
|
|
|
|
/S/ DR. KARL-THOMAS NEUMANN
|
|
Dr. Karl-Thomas Neumann
|
|
|
|
ADAM OPEL AG:
|
|
|
|
Rüsselsheim, den December 10, 2012
|
|
|
|
|
|
/S/ STEPHEN GIRSKY
|
|
Stephen Girsky
Chairman of the Supervisory Board
|
|
|
|
Annexes 1 to 4
|
2.1
|
As a general plan rule, any LTIP award would be based on both Dr. Neumann’s performance and the performance of General Motors Company, as determined by the Compensation Committee.
|
||||||
|
|
||||||
2.2
|
As an exception to these rules, the Compensation Committee has pre-approved for the term of Dr. Neumann’s one year director’s service agreement with Adam Opel AG an annual restricted stock unit grant in the amount of USD 1,500,000 (hereinafter “
RSU Award
”), which does not depend on individual or company performance and which is granted and converted to shares based on the Fair Market Value (hereinafter “
FMV
”) on the first Monday of the quarter following the date of the commencement of Dr. Neumann’s service relationship with Adam Opel AG, whereby FMV is the average of the high and the low stock price on the aforementioned date of the grant. The RSU Award will then be vested and delivered to Dr. Neumann's account in two equal installments:
|
||||||
|
|
||||||
|
2.2.1 the first installment will be vested and delivered on the last day of the one (1) year term of the Director’s Service Agreement with Adam Opel AG (hereinafter “
RSU Vesting Date 1
”), and
|
||||||
|
|
||||||
|
2.2.2 the second installment will be vested and delivered one (1) year after RSU Vesting Date 1 (hereinafter “
RSU Vesting Date 2
”).
|
||||||
|
|
||||||
2.3
|
In order for the aforementioned installments of the RSU Award to be delivered to Dr. Neumann, a service relationship between Dr. Neumann and Adam Opel AG must exist at the respective RSU Vesting Date.
|
||||||
|
|
||||||
|
|
||||||
3.
|
General Rules, Miscellaneous
|
||||||
|
|
||||||
3.1
|
The Salary Stock and RSU Awards are, whether already granted or not, non-forfeitable with the exclusive exception of inimical acts being defined as a criminal act or an intentional act causing substantial harm to a General Motors, Opel or Vauxhall company. Once the shares under the RSU Award are delivered to Dr. Neumann, he can immediately sell them at his sole discretion subject to SEC regulations regarding insider trading rules.
|
||||||
|
|
||||||
3.2
|
Any payments made under the GM Compensation Plans (including this Annex 3) are gross payments and Dr. Neumann will be responsible for the payment of all taxes applicable to the above, including income tax, capital gains tax, and any other relevant taxes in any other jurisdiction, without any entitlement to their reimbursement by General Motors Company or Adam Opel AG.
|
||||||
|
|
||||||
3.3
|
Neither General Motors Company nor Adam Opel AG nor any of the corporate bodies or committees shall have the right to amend, alter, suspend, discontinue or terminate the GM Compensation Plans or any of the Awards provided for in this Annex 3, unless Dr. Neumann agrees with it in writing.
|
||||||
|
|
||||||
3.4
|
Any obligations under the GM Compensation Plans (including this Annex 3) are those of the General Motors Company, notwithstanding the possible payment of any part of such benefits through the payroll of Adam Opel AG, which will only be done for administrative purposes on behalf of General Motors Company.
|
||||||
|
|
||||||
3.5
|
It is agreed that this Annex 3 and Dr. Neumann’s entitlements under the GM Compensation Plans shall be subject to the applicable United States law as stipulated in the relevant plan as well as to General Motors’ obligations under the American Recovery and Reinvestment Act of 2009 and other requirements under the Troubled Asset Relief Program of the United States of America.
|
||||||
|
|
||||||
3.6
|
The rules of this Annex 3 shall supersede any contrary rules contained in the respective GM Compensation Plans.
|
GENERAL MOTORS COMPANY:
|
DR. KARL-THOMAS NEUMANN:
|
|
|
Detroit, December 7, 2012
|
Frankfurt, December 19, 2012
|
/S/ JANICE UHLIG
Janice Uhlig Executive Director, Global Compensation and Benefits |
/S/ DR. KARL-THOMAS NEUMANN
Dr. Karl-Thomas Neumann |
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
Years Ended December 31,
|
|
July 10, 2009
Through
December 31, 2009
|
|
|
January 1, 2009
Through
July 9, 2009
|
||||||||||||||||||
2013
|
|
2012
|
|
2011
|
|
2010
|
|
|||||||||||||||||
Income (loss) from continuing operations before income taxes and equity income(a)
|
$
|
5,648
|
|
|
$
|
(30,257
|
)
|
|
$
|
5,985
|
|
|
$
|
5,737
|
|
|
$
|
(5,283
|
)
|
|
|
$
|
107,776
|
|
Fixed charges excluding capitalized interest
|
1,206
|
|
|
943
|
|
|
960
|
|
|
1,326
|
|
|
779
|
|
|
|
5,548
|
|
||||||
Amortization of capitalized interest
|
18
|
|
|
12
|
|
|
7
|
|
|
1
|
|
|
—
|
|
|
|
46
|
|
||||||
Equity income of Ally Financial, Inc.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(1,380
|
)
|
||||||
Dividends from nonconsolidated affiliates
|
661
|
|
|
1,544
|
|
|
1,350
|
|
|
1,171
|
|
|
422
|
|
|
|
112
|
|
||||||
Earnings (losses) available for fixed charges
|
$
|
7,533
|
|
|
$
|
(27,758
|
)
|
|
$
|
8,302
|
|
|
$
|
8,235
|
|
|
$
|
(4,082
|
)
|
|
|
$
|
112,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest and related charges on debt
|
$
|
1,070
|
|
|
$
|
805
|
|
|
$
|
799
|
|
|
$
|
1,155
|
|
|
$
|
707
|
|
|
|
$
|
5,444
|
|
Portion of rentals deemed to be interest
|
136
|
|
|
138
|
|
|
161
|
|
|
171
|
|
|
72
|
|
|
|
104
|
|
||||||
Interest capitalized in period
|
81
|
|
|
117
|
|
|
91
|
|
|
62
|
|
|
26
|
|
|
|
28
|
|
||||||
Total fixed charges
|
1,287
|
|
|
1,060
|
|
|
1,051
|
|
|
1,388
|
|
|
805
|
|
|
|
5,576
|
|
||||||
Preferred stock dividends grossed up to a pre-tax basis
|
2,528
|
|
|
859
|
|
|
844
|
|
|
1,703
|
|
|
162
|
|
|
|
—
|
|
||||||
Combined fixed charges and preferred stock dividends
|
$
|
3,815
|
|
|
$
|
1,919
|
|
|
$
|
1,895
|
|
|
$
|
3,091
|
|
|
$
|
967
|
|
|
|
$
|
5,576
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
5.85
|
|
|
|
|
7.90
|
|
|
5.93
|
|
|
|
|
|
20.10
|
|
||||||||
Ratio of earnings to combined fixed charges and preferred stock dividends
|
1.97
|
|
|
|
|
4.38
|
|
|
2.66
|
|
|
|
|
|
20.10
|
|
(a)
|
Includes Reorganization gains, net of $128.2 billion in the period January 1, 2009 through July 9, 2009.
|
Company Name
|
State or Sovereign Power of Incorporation
|
06 Ormskirk Limited
|
England and Wales
|
2140879 Ontario Inc.
|
Canada
|
6153933 Canada Ltd.
|
Ontario
|
ACAR Leasing Ltd.
|
Delaware
|
ACF Investment Corp.
|
Delaware
|
Adam Opel AG
|
Germany
|
AFS Management Corp.
|
Nevada
|
AFS SenSub Corp.
|
Nevada
|
Aftermarket (UK) Limited
|
England
|
Aftermarket Italia S.r.l. in liquidazione
|
Italy
|
AL Mansour Automotive SAE
|
Egypt
|
Ally Mexico Holdings LLC
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2007- B-F
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2007-D-F
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2010-1
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2010-2
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2010-3
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2010-4
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2010-A
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2010-B
|
Delaware
|
Americredit Automobile Receivables Trust 2011-1
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2011-2
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2011-3
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2011-4
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2011-5
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2012-1
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2012-2
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2012-3
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2012-4
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2012-5
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2013-1
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2013-2
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2013-3
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2013-4
|
Delaware
|
AmeriCredit Automobile Receivables Trust 2013-5
|
Delaware
|
AmeriCredit Consumer Loan Company, Inc.
|
Nevada
|
AmeriCredit Financial Services, Inc.
|
Delaware
|
AmeriCredit Funding Corp. XI
|
Delaware
|
AmeriCredit Syndicated Warehouse Trust
|
Delaware
|
Andiamo Riverfront, LLC
|
Michigan
|
Annunciata Corporation
|
Delaware
|
APGO Trust
|
Delaware
|
Company Name
|
State or Sovereign Power of Incorporation
|
Approach (UK) Limited
|
England and Wales
|
Argonaut Holdings LLC
|
Delaware
|
Atlantic Automobiles SAS
|
France
|
Auto Distribution Provenance SAS
|
France
|
Auto Fornebu AS
|
Norway
|
Auto Lease Finance Corporation
|
Cayman Islands
|
Auto Partners III, Inc.
|
Delaware
|
Autohaus G.V.O. GmbH
|
Germany
|
Autovision (Scotland) Limited
|
Scotland
|
Autozentrum West Köln GmbH
|
Germany
|
Aviation Spectrum Resources Holdings, Incorporated
|
Delaware
|
Baker (Crewe) Limited
|
England and Wales
|
Ballards of Watford Limited
|
England and Wales
|
Banco GMAC S.A.
|
Brazil
|
Baylis (Gloucester) Limited
|
England and Wales
|
Beerens O.C. NV
|
Belgium
|
Berse Road (No. 1) Limited
|
England
|
Berse Road (No. 2) Limited
|
England
|
Betula Cars S.L.
|
Spain
|
Bicknell (Malvern) Limited
|
England and Wales
|
BilCirkeln Malmo AB
|
Sweden
|
Bioformix, Inc.
|
Delaware
|
Blackdown Motor Company Limited
|
England and Wales
|
BOCO (Proprietary) Limited
|
South Africa
|
Boco Trust
|
South Africa
|
Brandish Limited
|
England and Wales
|
Bridge Motors (Banbury) Limited
|
England and Wales
|
Bridgewater Chevrolet, Inc.
|
Delaware
|
Britain Chevrolet, Inc.
|
Delaware
|
BS Auto Praha sro
|
Czech Republic
|
Carve-Out Ownership Cooperative LLC
|
Delaware
|
Caterpillar Logistics SCS
|
Italy
|
Charles Hurst Motors Limited
|
Northern Ireland
|
Chevrolet Austria GmbH
|
Austria
|
Chevrolet Belgium NV
|
Belgium
|
Chevrolet Central and Eastern Europe
|
Hungary
|
Chevrolet Deutschland GmbH
|
Germany
|
Chevrolet Espana, S.A.
|
Spain
|
Chevrolet Euro Parts Center B.V.
|
Netherlands
|
Chevrolet Europe GmbH
|
Switzerland
|
Chevrolet Finland Oy
|
Finland
|
Chevrolet France
|
France
|
Company Name
|
State or Sovereign Power of Incorporation
|
Chevrolet Italia S.p.A.
|
Italy
|
Chevrolet Nederland B.V.
|
Netherlands
|
Chevrolet of Novato, Inc.
|
Delaware
|
Chevrolet Poland Sp. z o.o.
|
Poland
|
Chevrolet Portugal, Lda.
|
Portugal
|
Chevrolet Sales (Thailand) Limited
|
Thailand
|
Chevrolet Sales India Private Ltd.
|
India
|
Chevrolet Sociedad Anonima de Ahorro para Fines Determinados
|
Argentina
|
Chevrolet Suisse S.A.
|
Switzerland
|
Chevrolet Sverige AB
|
Sweden
|
Chevrolet Trkiye Otomotive Limited Sirketi
|
Turkey
|
Chevrolet UK Limited Ltd
|
England
|
CHEVYPLAN S.A. Sociedad Administradora de Planes de Autofinanciamiento Comercial
|
Colombia
|
Controladora General Motors, S.A. de C.V.
|
Mexico
|
Coskata, Inc.
|
Delaware
|
Courtesy Buick-GMC, Inc.
|
Delaware
|
Crash Avoidance Metrics Partnerships
|
Michigan
|
Crash Avoidance Metrics Partners LLC
|
Michigan
|
Crown Motors (Dagenham) Limited
|
England and Wales
|
Daniels Chevrolet, Inc.
|
Delaware
|
DCJ1 LLC
|
Delaware
|
Dealership Liquidations, Inc.
|
Delaware
|
Delphi Energy and Engine Management Systems UK Overseas Corporation
|
Delaware
|
DENICAR S.R.L.
|
Italy
|
Detroit Investment Fund, L.P.
|
Delaware
|
Diso Madrid S.l.r.
|
Spain
|
DMAX, Ltd.
|
Ohio
|
Doraville Bond Corporation
|
Delaware
|
Drive Motor Properties LLP
|
England and Wales
|
Drive Motor Retail Limited
|
England and Wales
|
Eden (GM) Limited
|
England and Wales
|
Elasto S.A.
|
Ecuador
|
Empower Energies, Inc.
|
Delaware
|
Envia Systems, Inc.
|
Delaware
|
F G Barnes (Maidstone) Limited
|
England and Wales
|
Fabrica Nacional de Autobuses Fanabus, S.A.
|
Venezuela
|
FAW-GM Light Duty Commercial Vehicle Co., Ltd.
|
China
|
Fludicon GmbH
|
Germany
|
Fox Valley Buick-GMC, Inc.
|
Delaware
|
G.M.A.C. - Comercio e Aluguer de Veiculos, Lda.
|
Portugal
|
G.M.A.C. Financiera de Colombia S.A. Compania de Financiamiento Comercial
|
Colombia
|
General International Insurance Services Limited
|
Bermuda
|
Company Name
|
State or Sovereign Power of Incorporation
|
General International Limited
|
Bermuda
|
General Motors (China) Investment Company Limited
|
China
|
General Motors (Hong Kong) Company Limited
|
Hong Kong
|
General Motors (Thailand) Limited
|
Thailand
|
General Motors - Colmotores S.A.
|
Colombia
|
General Motors Africa and Middle East FZE
|
United Arab Emirates
|
General Motors Asia Pacific (Pte) Ltd.
|
Singapore
|
General Motors Asia Pacific Holdings, LLC
|
Delaware
|
General Motors Asia, Inc.
|
Delaware
|
General Motors Asset Management Corporation
|
Delaware
|
General Motors Australia Ltd.
|
Australia
|
General Motors Austria GmbH
|
Austria
|
General Motors Auto LLC
|
Russian Federation
|
General Motors Automobiles Philippines, Inc.
|
Philippines
|
General Motors Automotive Holdings, S.L.
|
Spain
|
General Motors Belgium N.V.
|
Belgium
|
General Motors Chile Industria Automotriz Limitada
|
Chile
|
General Motors China, Inc.
|
Delaware
|
General Motors CIS,LLC
|
Russian Federation
|
General Motors Coordination Center BVBA
|
Belgium
|
General Motors Daewoo Auto and Technology CIS LLC
|
Russian Federation
|
General Motors de Argentina S.r.l.
|
Argentina
|
General Motors de Mexico, S. de R.L. de C.V.
|
Mexico
|
General Motors del Ecuador S.A.
|
Ecuador
|
General Motors do Brasil Ltda.
|
Brazil
|
General Motors East Africa Limited
|
Kenya
|
General Motors Egypt, S.A.E.
|
Egypt
|
General Motors Espana, S.L.U.
|
Spain
|
General Motors Europe Holdings, S.L.U.
|
Spain
|
General Motors Europe Limited
|
England and Wales
|
General Motors Financial Company, Inc.
|
Texas
|
General Motors Financial of Canada Limited
|
Ontario
|
General Motors Financial UK Limited
|
England and Wales
|
General Motors Finland Oy
|
Finland
|
General Motors Foundation, Inc.
|
Michigan
|
General Motors France
|
France
|
General Motors Global Service Operations, Inc.
|
Delaware
|
General Motors Hellas S.A.
|
Greece
|
General Motors Holdings LLC
|
Delaware
|
General Motors Holdings Participacoes Ltda.
|
Brazil
|
General Motors India Private Limited
|
India
|
General Motors International Holdings, Inc.
|
Delaware
|
Company Name
|
State or Sovereign Power of Incorporation
|
General Motors International Operations Pte. Ltd.
|
Singapore
|
General Motors International Services Company SAS
|
Colombia
|
General Motors Investment Management Corporation
|
Delaware
|
General Motors Investment Participacoes Ltda.
|
Brazil
|
General Motors Investments Pty. Ltd.
|
Australia
|
General Motors Ireland Limited
|
Ireland
|
General Motors Israel Ltd.
|
Israel
|
General Motors Italia S.r.l.
|
Italy
|
General Motors Japan Limited
|
Japan
|
General Motors Limited
|
England
|
General Motors LLC
|
Delaware
|
General Motors Manufacturing Poland Sp. z o.o.
|
Poland
|
General Motors Nederland B.V.
|
Netherlands
|
General Motors New Zealand Pensions Limited
|
New Zealand
|
General Motors of Canada Limited (active)
|
Canada
|
General Motors Overseas Commercial Vehicle Corporation
|
Delaware
|
General Motors Overseas Corporation (active)
|
Delaware
|
General Motors Overseas Distribution LLC
|
Delaware
|
General Motors Peru S.A.
|
Peru
|
General Motors Poland Spolka, z o. o.
|
Poland
|
General Motors Portugal Lda.
|
Portugal
|
General Motors Powertrain (Thailand) Limited
|
Thailand
|
General Motors Powertrain - Europe S.r.l.
|
Italy
|
General Motors Powertrain - Uzbekistan CJSC
|
Uzbekistan
|
General Motors Powertrain Netherlands B.V.
|
Netherlands
|
General Motors Research Corporation
|
Delaware
|
General Motors South Africa (Pty) Limited
|
South Africa
|
General Motors Suisse S.A.
|
Switzerland
|
General Motors Taiwan Ltd.
|
Taiwan, Province of China
|
General Motors Technical Centre India Private Limited
|
India
|
General Motors Thailand Investments, LLC
|
Delaware
|
General Motors Treasury Center, LLC
|
Delaware
|
General Motors Trkiye Limited Sirketi
|
Turkey
|
General Motors UK Limited
|
England
|
General Motors Uruguay S.A.
|
Uruguay
|
General Motors Uzbekistan Closed Joint Stock Company
|
Uzbekistan
|
General Motors Venezolana, C.A.
|
Venezuela
|
General Motors Ventures LLC
|
Delaware
|
General Motors Warehousing and Trading (Shanghai) Co. Ltd.
|
China
|
General Motors-Holden's Sales Pty. Limited
|
Australia
|
Genie Mecanique Zairois, S.A.R.L.
|
Congo, The Democratic Republic
|
Company Name
|
State or Sovereign Power of Incorporation
|
GeoDigital International Inc.
|
Ontario
|
Global Human Body Models Consortium, LLC
|
Michigan
|
Global Tooling Service Company Europe Limited
|
England and Wales
|
GM (UK) Pension Trustees Limited
|
England
|
GM - Isuzu Camiones Andinos de Colombia Ltda.
|
Colombia
|
GM - ISUZU Camiones Andinos del Ecuador GMICA Ecuador Cia. Ltda.
|
Ecuador
|
GM Administradora de Bens Ltda.
|
Brazil
|
GM APO Holdings, LLC
|
Delaware
|
GM Auslandsprojekte GmbH
|
Germany
|
GM Auto World Korea Co.
|
Korea, Republic of
|
GM Automotive Services Belgium NV
|
Belgium
|
GM Automotive UK
|
England
|
GM Components Holdings, LLC
|
Delaware
|
GM Daewoo UK Limited
|
England
|
GM Deutschland GmbH
|
Germany
|
GM Eurometals, Inc.
|
Delaware
|
GM Europe Service GmbH
|
Germany
|
GM Europe Treasury Company AB
|
Sweden
|
GM Finance Co. Holdings LLC
|
Delaware
|
GM Financial Automobile Receivables Trust 2012-PP1
|
Delaware
|
GM Financial Automobiles Receivables Trust - 2014 PP-1
|
Delaware
|
GM Financial Canada Leasing Ltd.
|
Ontario
|
GM Financial Consumer Discount Company
|
Pennsylvania
|
GM Financial de Mexico, S.A. de C.V. SOFOME N.R
|
Mexico
|
GM Financial Management Trust
|
Delaware
|
GM GEFS HOLDINGS (CHC4) ULC
|
Nova Scottia
|
GM Global Purchasing and Supply Chain Romania Srl
|
Romania
|
GM Global Technology Operations LLC
|
Delaware
|
GM Global Tooling Company LLC
|
Delaware
|
GM Holden Ltd.
|
Australia
|
GM Holdings U.K. No.1 Limited
|
England and Wales
|
GM Holdings U.K. No.3 Limited
|
England and Wales
|
GM International Sales Ltd.
|
Cayman Islands
|
GM Inversiones Santiago Limitada
|
Chile
|
GM Investment Trustees Limited
|
England
|
GM Korea Co., Ltd.
|
Korea, Republic of
|
GM Korea Company
|
Korea, Republic of
|
GM LAAM Holdings, LLC
|
Delaware
|
GM Nigeria Limited
|
Nigeria
|
GM Personnel Services, Inc.
|
Delaware
|
GM Plats (Proprietary) Limited
|
South Africa
|
GM PSA Purchasing Services S.A.
|
Belgium
|
Company Name
|
State or Sovereign Power of Incorporation
|
GM Purchasing Vauxhall UK Limited
|
England
|
GM Retirees Pension Trustees Limited
|
England
|
GM Subsystems Manufacturing, LLC
|
Delaware
|
GM Supplier Receivables LLC
|
Delaware
|
GM Viet Nam Motor Company Ltd.
|
Vietnam
|
GM Warranty LLC
|
Delaware
|
GM-AVTOVAZ CJSC
|
Russian Federation
|
GM-DI Leasing LLC
|
Delaware
|
GM-UMI Technology Research and Development Ltd.
|
Israel
|
GMAC - Instituicao Financeira de Credito, S.A.
|
Portugal
|
GMAC - Prestadora de Servios de Mo-de-Obra Ltda.
|
Brazil
|
GMAC Administradora de Consorcios Ltda.
|
Brazil
|
GMAC Automotriz Limitada
|
Chile
|
GMAC Bank GmbH (German entity)
|
Germany
|
GMAC Banque S.A.
|
France
|
GMAC Colombia S.A. LLC
|
Delaware
|
GMAC Comercial Automotriz Chile S.A.
|
Chile
|
GMAC Continental Corporation
|
Delaware
|
GMAC de Venezela, C.A.
|
Venezuela
|
GMAC Espana de Financiacion, S.A. Unipersonal
|
Spain
|
GMAC Financial Services AB
|
Sweden
|
GMAC Financial Services GmbH
|
Germany
|
GMAC Germany GmbH & Co. KG
|
Germany
|
GMAC HB
|
Sweden
|
GMAC Holding S.A. de C.V.
|
Mexico
|
GMAC Holdings (U.K.) Limited
|
England
|
GMAC Italia SpA
|
Italy
|
GMAC Leasing B.V. (aka Masterlease Europe)
|
Netherlands
|
GMAC Leasing GmbH (Austrian entity)
|
Austria
|
GMAC Leasing GmbH (German entity)
|
Germany
|
GMAC Management GmbH
|
Germany
|
GMAC Nederland N.V.
|
Netherlands
|
GMAC Pan European Auto Receivables Lending (PEARL) B.V.
|
Netherlands
|
GMAC Real Estate GmbH & Co KG
|
Germany
|
GMAC Servicios S.A.S.
|
Colombia
|
GMAC Suisse SA
|
Switzerland
|
GMAC UK plc
|
England
|
GMACI Corretora de Seguros S.A.
|
Brazil
|
GMAM Absolute Return Strategies Fund, LLC
|
Delaware
|
GMAM Real Estate I, LLC
|
Delaware
|
GMCH&SP Private Equity II L.P.
|
Canada
|
GMF Automobile Leasing Trust 2013-PPI
|
Delaware
|
Company Name
|
State or Sovereign Power of Incorporation
|
GMF Europe Holdco Limited
|
United Kingdom
|
GMF Europe LLP
|
England and Wales
|
GMF Floorplan Owner Revolving Trust
|
Delaware
|
GMF Global Assignment LLC
|
Delaware
|
GMF International LLC
|
Delaware
|
GMF Leasing LLC
|
Delaware
|
GMF Leasing Warehousing Trust
|
Delaware
|
GMF Wholesale Receivables LLC
|
Delaware
|
Go Motor Retailing Limited
|
England and Wales
|
GPSC UK Limited
|
England and Wales
|
Grand Pointe Holdings, Inc.
|
Michigan
|
Grand Pointe Park Condominium Association
|
Michigan
|
H.S.H. Limited
|
England and Wales
|
Haines & Strange Limited
|
England and Wales
|
Herouville Motors SARL
|
France
|
HOLDCORP S.A.
|
Ecuador
|
Holden Employees Superannuation Fund Pty Ltd
|
Australia
|
Holden New Zealand Limited
|
New Zealand
|
HRL Laboratories, LLC
|
Delaware
|
Hydrogenics Corporation
|
Ontario
|
IBC Pension Trustees Limited
|
England
|
IBC Vehicles Limited
|
England
|
Industries Mecaniques Maghrebines, S.A.
|
Tunisia
|
Infinite Velocity Automotive, Inc.
|
Delaware
|
ISF Internationale Schule Frankfurt-Rhein-Main Geschäftsführungsgesellschaft mbH
|
Germany
|
ISF Internationale Schule Frankfurt-Rhein-Main GmbH & Co. KG
|
Germany
|
Isuzu Truck South Africa (Pty.) Limited (ITSA)
|
South Africa
|
IUE-GM National Joint Skill Development and Training Committee
|
Ohio
|
Jeffery (Wandsworth) Limited
|
England and Wales
|
JS Folsom Automotive, Inc.
|
Delaware
|
Kalfatra Utveckling AB
|
Sweden
|
Koneyren, Inc.
|
Michigan
|
Lakeside Chevrolet Buick GMC Ltd.
|
Ontario
|
Laplante Cadillac Chevrolet Buick GMC Ltd.
|
Ontario
|
LCV Platform Engineering Corp.
|
Japan
|
Lease Ownership Cooperative LLC
|
Delaware
|
Lidlington Engineering Company, Ltd.
|
Delaware
|
Limited Liability Company "JV Systems"
|
Russian Federation
|
Lookers Birmingham Limited
|
England and Wales
|
MAC International FZCO
|
United Arab Emirates
|
Mack Buick-GMC, Inc.
|
Delaware
|
MacLeods of Perth Limited
|
Scotland
|
Company Name
|
State or Sovereign Power of Incorporation
|
Manassas Chevrolet, Inc.
|
Delaware
|
Marshall of Ipswich Limited
|
England and Wales
|
Marshall of Peterborough Limited
|
England and Wales
|
Marshall of Stevenage Ltd
|
England and Wales
|
Mascoma Corporation
|
Delaware
|
Master Lease Germany GmbH
|
Germany
|
Masterlease Europe Renting, S.L.
|
Spain
|
Merced Chevrolet, Inc.
|
Delaware
|
Millbrook Pension Management Limited
|
England
|
Monetization of Carve-Out, LLC
|
Delaware
|
Motor Repris Automoció S.L.
|
Spain
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Motorbodies Luton Limited
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England and Wales
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Motors Holding LLC
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Delaware
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Motors Properties (Trading) Limited
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England and Wales
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Motors Properties Limited
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England and Wales
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Multi-Use Lease Entity Trust
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Delaware
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Murketts of Cambridge Limited
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England and Wales
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Neovia Logistics Supply Chain Services GmbH
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Germany
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NJDOI/GMAM Core Plus Real Estate Investment Program, L.P.
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Delaware
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NJDOI/GMAM Opportunistic Real Estate Investment Program, L.P.
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Delaware
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North American New Cars, Inc.
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Delaware
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Novasentis, Inc.
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Delaware
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Now Motor Retailing Limited
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England and Wales
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OEConnection LLC
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Delaware
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OEConnection Manager Corp.
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Delaware
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Omnibus BB Transportes, S. A.
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Ecuador
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OnStar de Mexico S. de R.L. de C.V.
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Mexico
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OnStar Europe Ltd.
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England and Wales
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OnStar Global Services Corporation
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Delaware
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OnStar Middle East FZ-LLC
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United Arab Emirates
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OnStar, LLC
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Delaware
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Opel Australia Pty Ltd
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Australia
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Opel Danmark A/S
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Denmark
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Opel Norge AS
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Norway
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Opel Southeast Europe LLC
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Hungary
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Opel Special Vehicles GmbH
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Germany
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Opel Sverige AB
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Sweden
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Opel Szentgotthard Automotive Manufacturing Ltd
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Hungary
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Opel Wien GmbH
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Austria
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Open Synergy GmbH
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Germany
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OT Mobility, Inc.
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Delaware
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P. T. Mesin Isuzu Indonesia
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Indonesia
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Company Name
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State or Sovereign Power of Incorporation
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P.T. G M AutoWorld Indonesia
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Indonesia
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P.T. General Motors Indonesia
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Indonesia
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Pan Asia Technical Automotive Center Company, Ltd.
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China
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Pearl (Crawley) Limited
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England and Wales
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Performance Equity Management, LLC
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Delaware
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Peter Vardy (Perth) Limited
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Scotland
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PIMS Co.
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Delaware
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Plan Automotor Ecuatoriano S.A. Planautomotor
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Ecuador
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Powermat Technologies Ltd.
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Israel
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Princeton Chevrolet, Inc.
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Delaware
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Promark Global Advisors Limited
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England
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ProSTEP AG
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Germany
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Proterra Inc
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Delaware
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PT. General Motors Indonesia Manufacturing
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Indonesia
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Quantum Fuel Systems Technologies Worldwide, Inc.
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Delaware
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Randstad WorkNet GmbH
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Germany
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Reeve (Derby) Limited
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England and Wales
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Reg Vardy (VMC) Limited
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England and Wales
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RelayRides, Inc.
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Delaware
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Renton Cadillac Pontiac GMC, Inc.
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Delaware
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Riverfront Holdings III, Inc.
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Delaware
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Riverfront Holdings Phase II, Inc.
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Delaware
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Riverfront Holdings, Inc.
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Delaware
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Ruedas de Aluminio, C.A.
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Venezuela
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S.C. UNION MOTORS CAR SALES S.L.R.
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Romania
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Saab Automobile AB
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Sweden
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Saab Finance Limited
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United Kingdom
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Saankhya Labs Pvt. Ltd.
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India
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SAIC General Motors Investment Limited
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China
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SAIC General Motors Sales Company Limited
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China
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SAIC GM Wuling Automobile Company Limited
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China
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Sakti3, Inc.
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Delaware
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Salmon Street Ltd.
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Australia
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Sandoval Buick GMC, Inc.
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Delaware
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Sarmiento 1113 S.A. (en liquidacion)
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Argentina
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SB (Helston) Limited
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England and Wales
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SDC Materials, Inc.
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Delaware
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Servicios GMAC S.A. de C.V.
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Mexico
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Seward (Wessex) Limited
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England and Wales
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Shanghai Chengxin Used Car Operation and Management Company Limited
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China
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Shanghai General Motors Corporation Ltd.
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China
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Shanghai GM (Shenyang) Norsom Motors Co. Ltd..
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China
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Company Name
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State or Sovereign Power of Incorporation
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Shanghai GM Dong Yue Motors Company Limited
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China
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Shanghai GM Dong Yue Powertrain Company Limited
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China
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Shanghai OnStar Telematics Co. Ltd.
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China
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Sherwoods (Darlington) Limited
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England and Wales
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Simpson Garden Grove, Inc.
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Delaware
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Sistemas de Compra Programada Chevrolet, C.A.
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Venezuela
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Skurrays Limited
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England
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Slaters (GM) Limited
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England and Wales
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Smokey Point Buick Pontiac GMC, Inc.
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Delaware
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Southern (Merthyr) Limited
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England and Wales
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Stam-Terberg Autobedrijven B. V.
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Netherlands
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Sterling Motor Properties Limited
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England and Wales
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Superior Chevrolet, Inc.
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Delaware
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Tactus Technology, Inc.
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Delaware
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The NanoSteel Company, Inc.
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Delaware
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Thurlow Nunn (JV) Limited
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England and Wales
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Tula Technology, Inc.
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Delaware
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Tustain Motors Limited
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England and Wales
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TÜV NORD Bildung Opel GmbH
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Germany
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Union Motors Car Sales S.r.l.
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Romania
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United States Advanced Battery Consortium, LLC
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Michigan
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United States Automotive Materials Partnership, LLC
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Michigan
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United States Council for Automotive Research LLC
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Michigan
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Valentine Buick GMC, Inc.
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Delaware
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Van Kouwen Automotive I B V
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Netherlands
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Vauxhall Defined Contribution Pension Plan Trustees Limited
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England and Wales
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Vauxhall Motors Limited
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England
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Vehicle Asset Universal Leasing Trust
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Delaware
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Vertu Motors (Chingford) Limited
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England and Wales
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Vertu Motors (VMC) Limited
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England and Wales
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VHC Sub-Holdings (UK)
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England
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Vickers (Lakeside) Limited
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England and Wales
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Vision Motors Limited
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England and Wales
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VMO Properties Limited
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England and Wales
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VRP Venture Capital Rheinland-Pfalz Nr. 2 GmbH & Co. KG
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Germany
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W. Grose Northampton Limited
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England and Wales
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Welcome S.R.L.
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Italy
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Wheatcroft (Worksop) Limited
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England and Wales
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Whitehead (Rochdale) Limited
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England and Wales
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Wilson & Co. (Motor Sales) Limited
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England and Wales
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Wind Point Partners III, L.P.
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Delaware
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Woodbridge Buick GMC, Inc.
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Delaware
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Company Name
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State or Sovereign Power of Incorporation
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WRE, Inc.
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Michigan
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Zona Franca Industrial Colmotores SAS
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Colombia
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/
S
/ D
ELOITTE
& T
OUCHE
LLP
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Deloitte & Touche LLP
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Detroit, Michigan
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February 6, 2014
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SEC Report(s) on
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Covering
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Form 10-K
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Year Ended December 31, 2013
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/s/ MARY T. BARRA
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Mary T. Barra
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January 30, 2014
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Date
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SEC Report(s) on
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Covering
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Form 10-K
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Year Ended December 31, 2013
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/s/ DAVID BONDERMAN
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David Bonderman
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January 14, 2014
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Date
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SEC Report(s) on
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Covering
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Form 10-K
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Year Ended December 31, 2013
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/s/ ERROLL B. DAVIS, JR.
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Erroll B. Davis, Jr.
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January 14, 2014
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Date
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SEC Report(s) on
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Covering
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Form 10-K
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Year Ended December 31, 2013
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/s/ STEPHEN J. GIRSKY
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Stephen J. Girsky
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January 13, 2014
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Date
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SEC Report(s) on
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Covering
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Form 10-K
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Year Ended December 31, 2013
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/s/ E. NEVILLE ISDELL
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E. Neville Isdell
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January 14, 2014
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Date
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SEC Report(s) on
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Covering
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Form 10-K
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Year Ended December 31, 2013
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/s/ ROBERT D. KREBS
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Robert D. Krebs
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January 14, 2014
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Date
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SEC Report(s) on
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Covering
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Form 10-K
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Year Ended December 31, 2013
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/s/ KATHRYN V. MARINELLO
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Kathryn V. Marinello
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January 27, 2014
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Date
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SEC Report(s) on
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Covering
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Form 10-K
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Year Ended December 31, 2013
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/s/ ADMIRAL MICHAEL G. MULLEN, USN (ret.)
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Admiral Michael G. Mullen, USN (ret.)
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January 14, 2014
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Date
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SEC Report(s) on
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Covering
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Form 10-K
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Year Ended December 31, 2013
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/s/ JAMES J. MULVA
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James J. Mulva
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January 14, 2014
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Date
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SEC Report(s) on
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Covering
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Form 10-K
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Year Ended December 31, 2013
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/s/ PATRICIA F. RUSSO
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Patricia F. Russo
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January 14, 2014
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Date
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SEC Report(s) on
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Covering
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Form 10-K
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Year Ended December 31, 2013
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/s/ THOMAS M. SCHOEWE
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Thomas M. Schoewe
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January 14, 2014
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Date
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SEC Report(s) on
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Covering
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Form 10-K
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Year Ended December 31, 2013
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/s/ THEODORE M. SOLSO
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Theodore M. Solso
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January 14, 2014
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Date
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SEC Report(s) on
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Covering
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Form 10-K
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Year Ended December 31, 2013
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/s/ CAROL M. STEPHENSON
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Carol M. Stephenson
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January 30, 2014
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Date
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SEC Report(s) on
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Covering
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Form 10-K
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Year Ended December 31, 2013
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/s/ DR. CYNTHIA A. TELLES
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Dr. Cynthia A. Telles
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January 14, 2014
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Date
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/s/ MARY T. BARRA
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Mary T. Barra
Chief Executive Officer |
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Date:
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February 6, 2014
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/s/ CHARLES K. STEVENS III
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Charles K. Stevens III
Executive Vice President and Chief Financial Officer |
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Date:
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February 6, 2014
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/s/ MARY T. BARRA
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Mary T. Barra
Chief Executive Officer |
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/s/ CHARLES K. STEVENS III
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Charles K. Stevens III
Executive Vice President and Chief Financial Officer |
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Date:
|
February 6, 2014
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(i)
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On March 18, 2013 and November 18, 2013, the Executive Compensation Committee of the Board of Directors of General Motors Company (the “Compensation Committee”) discussed, reviewed, and evaluated with the senior risk officer senior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to General Motors Holdings LLC;
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(ii)
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The Compensation Committee has identified and limited during the period beginning on January 1, 2013 and ending on December 9, 2013 any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of General Motors Holdings LLC and has identified any features of the employee compensation plans that pose risks to General Motors Holdings LLC and has limited those features to ensure that General Motors Holdings LLC is not unnecessarily exposed to risks;
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(iii)
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On March 18, 2013 and November 18, 2013, the Compensation Committee reviewed the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of General Motors Holdings LLC to enhance the compensation of an employee and has limited any such features;
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(iv)
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On March 28, 2013, the Compensation Committee certified to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;
|
(v)
|
The Compensation Committee’s March 28, 2013 certificate provided a narrative description of how it limited the features in
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(vi)
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General Motors Holdings LLC has required that bonus payments to SEOs or any of the next twenty most highly compensated employees, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), be subject to a recovery or ‘‘clawback’’ provision during the period beginning on January 1, 2013 and ending on December 9, 2013 if the
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(vii)
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General Motors Holdings LLC has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to a SEO or any of the next five most highly compensated employees during the period beginning on January 1, 2013 and ending on December 9, 2013;
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(viii)
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General Motors Holdings LLC has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during the period beginning on January 1, 2013 and ending on December 9, 2013 and has received or is in the process of receiving approvals from the Office of the Special Master for TARP Executive Compensation for compensation payments and structures as required under the regulations and guidance established under section 111 of EESA, and has not made any payments inconsistent with those approved payments and structures;
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(ix)
|
General Motors Holdings LLC and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA, during the period beginning on January 1, 2013 and ending on December 9, 2013; and any expenses that, pursuant to the policy, required approval of the Board of Directors of General Motors Company, a committee of the Board of Directors of General Motors Company, an SEO, or an executive officer with a similar level of responsibility, were properly approved;
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(x)
|
General Motors Company will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during the period beginning on January 1, 2013 and ending on December 9, 2013;
|
(xi)
|
General Motors Holdings LLC will disclose the amount, nature, and justification for the offering, during the period beginning on January 1, 2013 and ending on December 9, 2013, of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii);
|
(xii)
|
General Motors Holdings LLC, will disclose whether General Motors Holdings LLC, the Board of Directors of General Motors Company, or the Compensation Committee has engaged during the period beginning on January 1, 2013 and ending on December 9, 2013 a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;
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(xiii)
|
General Motors Holdings LLC has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during the period beginning on January 1, 2013 and ending on December 9, 2013;
|
(xiv)
|
General Motors Holdings LLC has substantially complied with all other requirements related to employee compensation that are provided in the agreement between General Motors Holdings LLC and Treasury, including any amendments;
|
(xv)
|
General Motors Holdings LLC has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the 2013 fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and
|
(xvi)
|
I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both.
|
|
GENERAL MOTORS HOLDINGS LLC
|
|
|
|
By:
|
/s/ MARY T. BARRA
|
|
|
|
Mary T. Barra
Principal Executive Officer |
|
|
|
|
|
|
By:
|
/s/ CHARLES K. STEVENS III
|
|
|
|
Charles K. Stevens III
Principal Financial Officer |
|