General Motors Annual Report 2013

Plain-text annual report

Table of ContentsUNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549-1004Form 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2013OR¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission file number 001-34960GENERAL MOTORS COMPANY(Exact Name of Registrant as Specified in its Charter)STATE OF DELAWARE27-0756180(State or other jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification No.) 300 Renaissance Center, Detroit, Michigan48265-3000(Address of Principal Executive Offices)(Zip Code)Registrant’s telephone number, including area code(313) 556-5000Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassName of Each Exchange on which RegisteredCommon StockNew York Stock Exchange/Toronto Stock ExchangeWarrants (expiring December 31, 2015)New York Stock ExchangeWarrants (expiring July 10, 2016)New York Stock ExchangeWarrants (expiring July 10, 2019)New York Stock ExchangeSecurities registered pursuant to Section 12 (g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No ¨Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No ¨Indicate by check mark whether the registrant has submitted electronically and posted on its company Web site, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yes  No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large acceleratedfiler,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer  Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨Do not check if smaller reporting companyIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No The aggregate market value of the voting stock held by non-affiliates of the registrant (assuming only for purposes of this computation that directors and executive officers may beaffiliates) was approximately $46.1 billion on June 30, 2013.As of January 30, 2014 the number of shares outstanding of common stock was 1,589,788,282 shares.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant's definitive Proxy Statement related to the Annual Stockholders Meeting to be filed subsequently are incorporated by reference into Part III of this Form 10-K.INDEX PagePART IItem 1.Business2Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments23Item 2.Properties23Item 3.Legal Proceedings23Item 4.Mine Safety Disclosures25PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities26Item 6.Selected Financial Data28Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 7A.Quantitative and Qualitative Disclosures About Market Risk59Item 8.Financial Statements and Supplementary Data64 Consolidated Income Statements64 Consolidated Statements of Comprehensive Income65 Consolidated Balance Sheets66 Consolidated Statements of Cash Flows67 Consolidated Statements of Equity68 Notes to Consolidated Financial Statements69 Note 1.Nature of Operations and Basis of Presentation69 Note 2.Significant Accounting Policies69 Note 3.Acquisition of Businesses78 Note 4.GM Financial Receivables, net79 Note 5.Marketable Securities81 Note 6.Inventories83 Note 7.Equipment on Operating Leases, net83 Note 8.Equity in Net Assets of Nonconsolidated Affiliates84 Note 9.Property, net87 Note 10.Goodwill89 Note 11.Intangible Assets, net91 Note 12.Variable Interest Entities93 Note 13.Accrued Liabilities, Other Liabilities and Deferred Income Taxes95 Note 14.Short-Term and Long-Term Debt95 Note 15.Pensions and Other Postretirement Benefits100 Note 16.Derivative Financial Instruments112 Note 17.Commitments and Contingencies112 Note 18.Income Taxes116 Note 19.Restructuring and Other Initiatives120 Note 20.Interest Income and Other Non-Operating Income, net122 Note 21.Stockholders’ Equity and Noncontrolling Interests122 Note 22.Earnings Per Share124 Note 23.Stock Incentive Plans126 Note 24.Supplementary Quarterly Financial Information (Unaudited)127 Note 25.Segment Reporting128 Page Note 26.Supplemental Information for the Consolidated Statements of Cash Flows132Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure133Item 9A.Controls and Procedures133Item 9B.Other Information135PART IIIItem 10.Directors, Executive Officers and Corporate Governance136Item 11.Executive Compensation136Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters136Item 13.Certain Relationships and Related Transactions and Director Independence136Item 14.Principal Accountant Fees and Services136PART IVItem 15.Exhibits136Signatures 139Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESPART IGeneral Motors Company (sometimes referred to as “we,” “our,” “us,” “ourselves,” the “Company,” “General Motors,” or “GM") was incorporated as aDelaware corporation in 2009 and on July 10, 2009 acquired substantially all of the assets and assumed certain liabilities of General Motors Corporationthrough a Section 363 sale under Chapter 11 of the U.S. Bankruptcy Code (363 Sale). General Motors Corporation is sometimes referred to in this AnnualReport on Form 10-K (2013 Form 10-K), for the periods on or before July 9, 2009, as “Old GM," as it is the predecessor entity solely for accounting andfinancial reporting purposes. On July 10, 2009 in connection with the 363 Sale, General Motors Corporation changed its name to Motors LiquidationCompany, which is sometimes referred to in this 2013 Form 10-K for the periods after July 10, 2009 as “MLC.” On December 15, 2011 MLC was dissolvedand the Motors Liquidation Company GUC Trust (GUC Trust) assumed responsibility for the affairs of and certain claims against MLC and its debtorsubsidiaries that were not concluded prior to MLC's dissolution. MLC transferred to the GUC Trust all of MLC's remaining undistributed shares of ourcommon stock and warrants to acquire our common stock.1Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESItem 1. BusinessWe design, build and sell cars, trucks and automobile parts worldwide. We also provide automotive financing services through General Motors FinancialCompany, Inc. (GM Financial).AutomotiveOur automotive operations meet the demands of our customers through our four automotive segments: GM North America (GMNA), GM Europe (GME),GM International Operations (GMIO) and GM South America (GMSA).Our total worldwide retail vehicle sales were 9.7 million, 9.3 million and 9.0 million in the years ended December 31, 2013, 2012 and 2011.GMNA primarily meets the demands of customers in North America with vehicles developed, manufactured and/or marketed under the following brands:• Buick• Cadillac• Chevrolet• GMCThe demands of customers outside North America are primarily met with vehicles developed, manufactured and/or marketed under the following brands:• Buick• Chevrolet• Holden• Vauxhall• Cadillac• GMC• Opel At December 31, 2013 we also had equity ownership stakes directly or indirectly in entities through various regional subsidiaries, primarily in Asia thatdesign, manufacture and market vehicles under the following brands:• Alpheon• Buick• Chevrolet• Wuling• Baojun• Cadillac• Jiefang In addition to the products we sell to our dealers for consumer retail sales, we also sell cars and trucks to fleet customers, including daily rental carcompanies, commercial fleet customers, leasing companies and governments. We sell vehicles to fleet customers directly or through our network of dealers.Our retail and fleet customers can obtain a wide range of aftersale vehicle services and products through our dealer network, such as maintenance, lightrepairs, collision repairs, vehicle accessories and extended service warranties.Competitive PositionInformation in this 2013 Form 10-K relating to our relative position in the global automotive industry is based upon the good faith estimates of managementand includes all sales by joint ventures on a total vehicle basis, not based on the percentage of ownership in the joint venture. Market share information in this2013 Form 10-K is based on retail vehicle sales volume. Retail vehicle sales data, which represents estimated sales to the end customer, including fleets, doesnot correlate directly to the revenue we recognize during the period. However, retail vehicle sales data is indicative of the underlying demand for our vehicles.Worldwide market share and vehicle sales data excludes the markets of Cuba, Iran, North Korea, Sudan and Syria.Retail sales volume includes vehicles produced by certain joint ventures. The joint venture agreements with SAIC-GM-Wuling Automobile Co., Ltd.(SGMW) and FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM) allow for significant rights as a member as well as the contractual right to reportSGMW and FAW-GM joint venture sales in China.The global automotive industry is highly competitive. The principal factors that determine consumer vehicle preferences in the markets in which we operateinclude price, quality, available options, style, safety, reliability, fuel economy and functionality. Market leadership in individual countries in which wecompete varies widely.Wholesale and Retail Vehicle Sales2Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESWholesale vehicle sales data, which represents sales directly to dealers and others, is the measure that correlates vehicle sales to our revenue from the sale ofvehicles, which is the largest component of automotive Net sales and revenue. Wholesale vehicle sales exclude vehicles produced by nonconsolidated jointventures. The following table summarizes total wholesale vehicle sales of new vehicles by automotive segment (vehicles in thousands): Years ended December 31, 2013 2012 2011GMNA3,276 3,207 3,053GME1,047 1,079 1,240GMIO1,037 1,109 1,039GMSA1,053 1,050 1,090Worldwide6,413 6,445 6,422In the year ended December 31, 2013 71.3% of our retail vehicle sales volume was generated outside the U.S. The following table summarizes total industryretail sales volume, or estimated sales volume where retail sales volume is not available, of new vehicles of domestic and foreign makes and the relatedcompetitive position by geographic region (vehicles in thousands): Vehicle Sales(a)(b)(c)Years Ended December 31, 2013 2012 2011 Industry GM GM asa % ofIndustry Industry GM GM asa % ofIndustry Industry GM GM asa % ofIndustryNorth America United States15,891 2,786 17.5% 14,794 2,596 17.5% 13,048 2,504 19.2%Other3,202 448 14.0% 3,053 424 13.9% 2,753 421 15.3%Total North America19,092 3,234 16.9% 17,847 3,019 16.9% 15,801 2,925 18.5%Europe United Kingdom2,597 301 11.6% 2,335 272 11.7% 2,249 281 12.5%Germany3,258 242 7.4% 3,394 254 7.5% 3,508 299 8.5%Russia2,843 258 9.1% 3,006 288 9.6% 2,725 243 8.9%Other10,074 756 7.5% 10,248 796 7.8% 11,613 928 8.0%Total Europe18,772 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 Africa40,795 3,886 9.5% 38,229 3,616 9.5% 34,641 3,282 9.5%South America Brazil3,767 650 17.3% 3,802 643 16.9% 3,633 632 17.4%Other2,169 388 17.9% 2,047 408 19.9% 2,054 434 21.1%Total South America5,936 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 Cars7,591 1,067 14.1% 7,214 1,031 14.3% 6,060 952 15.7%Trucks4,244 998 23.5% 3,946 933 23.7% 3,681 929 25.2%Crossovers4,056 721 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%3Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES__________(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 representestimated 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 toestimate 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 notrecognized 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 ourjoint ventures and the acquisition of GM India. Years Ended December 31, 2013 2012 2011Joint venture sales in China Shanghai General Motors Co., Ltd (SGM)— — 1,200SAIC General Motors Sales Co., Ltd.1,512 1,331 —SGMW and FAW-GM1,644 1,501 1,342Joint 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 largelyattributed to new portfolio entries. Our vehicle sales volumes in the year ended December 31, 2012 reflect an intensified competitive environment in the U.S., includingaggressive competitor pricing and media spending, as well as key competitor new product launches. Our vehicle sales volumes in the year ended December 31, 2011 reflectthe 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 increasedvolumes in Russia and China.Fleet Sales and DeliveriesThe sales and market share data provided previously includes both retail and fleet vehicle sales. Certain fleet transactions, particularly daily rental, aregenerally less profitable than retail sales. A significant portion of the sales to daily rental car companies are recorded as operating leases under U.S. GAAP withno recognition of revenue at the date of initial delivery due to guaranteed repurchase obligations. The following table summarizes estimated fleet sales and thosesales as a percentage of total vehicle sales. Fleet sales data may include rounding differences (vehicles in thousands): Years Ended December 31, 2013 2012 2011GMNA758 775 740GME490 500 564GMIO415 408 378GMSA184 190 246Total fleet sales1,847 1,873 1,927 Fleet sales as a percentage of total vehicle sales19.0% 20.1% 21.4%The following table summarizes U.S. fleet sales and those sales as a percentage of total U.S. vehicle sales (vehicles in thousands):4Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Years Ended December 31, 2013 2012 2011Daily rental sales439 431 417Other fleet sales217 242 222Total fleet sales656 673 639Fleet sales as a percentage of total vehicle sales Cars26.4% 30.6% 31.3%Trucks24.2% 25.3% 24.2%Crossovers18.6% 19.2% 18.8%Total vehicles23.6% 25.9% 25.5%Product PricingSeveral methods are used to promote our products, including the use of dealer, retail and fleet incentives such as customer rebates and finance rate support.The level of incentives is dependent in large part upon the level of competition in the markets in which we operate and the level of demand for our products. In2014 we will continue to price vehicles competitively, including offering strategic and tactical incentives as required. We believe this strategy, coupled withsound inventory management, will continue to strengthen the reputation of our brands and result in competitive prices.Cyclical Nature of BusinessRetail sales are cyclical and production varies from month to month. Vehicle model changeovers occur throughout the year as a result of new market entries.The market for vehicles depends on general economic conditions, credit availability and consumer spending.Relationship with DealersWe market vehicles worldwide primarily through a network of independent authorized retail dealers. These outlets include distributors, dealers andauthorized sales, service and parts outlets.The following table summarizes the number of authorized dealerships: December 31, 2013 December 31, 2012 December 31, 2011GMNA4,946 5,015 5,068GME7,087 7,574 7,745GMIO7,472 6,915 6,901GMSA1,201 1,250 1,162Total worldwide20,706 20,754 20,876We and our joint ventures enter into a contract with each authorized dealer agreeing to sell to the dealer one or more specified product lines at wholesale pricesand granting the dealer the right to sell those vehicles to retail customers from an approved location. Our dealers often offer more than one GM brand at a singledealership in a number of our markets in order to enhance dealer profitability. Authorized dealers offer parts, accessories, service and repairs for GM vehiclesin the product lines that they sell using GM parts and accessories. Our dealers are authorized to service GM vehicles under our limited warranty program andthose repairs are to be made only with GM parts. Our dealers generally provide their customers access to credit or lease financing, vehicle insurance andextended service contracts provided by GM Financial, Ally Financial, Inc. (Ally Financial) and other financial institutions.The quality of GM dealerships and our relationship with our dealers and distributors are critical to our success as dealers maintain the primary sales andservice interface with the end consumer of our products. In addition to the terms of our contracts with our dealers we are regulated by various country and statefranchise laws that may supersede those contractual terms and impose specific regulatory requirements and standards for initiating dealer network changes,pursuing terminations for cause and other contractual matters.5Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESResearch, Product Development and Intellectual PropertyCosts for research, manufacturing engineering, product engineering, and design and development activities relate primarily to developing new products orservices or improving existing products or services including activities related to vehicle emissions control, improved fuel economy and the safety of driversand passengers. In the years ended December 31, 2013, 2012 and 2011 research and development expenses were $7.2 billion, $7.4 billion and $8.1 billion.Our top priority for research is to continue to develop and advance our alternative propulsion strategy because energy diversity and environmental leadershipare critical elements of our overall business strategy. Our objective is to be the recognized industry leader in fuel efficiency through the development of a widevariety of technologies to reduce petroleum consumption.Fuel EfficiencyWe are fully committed to improving fuel efficiency and meeting regulatory standards through a combination of strategies including: (1) extensive technologyimprovements to conventional powertrains; (2) increased use of smaller displacement engines and improved and advanced automatic transmissions; and(3) vehicle improvements including increased use of lighter, front-wheel drive architectures.Alternative Fuel VehiclesAlternative fuels offer the greatest near-term potential to reduce liquid petroleum consumption in the transportation sector. Leveraging experience andcapability developed around these technologies in our global operations we continue to develop FlexFuel vehicles that can run on gasoline-ethanol blend fuels aswell as vehicles that run on compressed natural gas (CNG) and liquefied petroleum gas (LPG).We currently offer 16 FlexFuel vehicles in the U.S. for the 2014 model year plus an additional four models to fleet and commercial customers capable ofoperating on gasoline, E85 ethanol or any combination of the two. We continue to study the future role FlexFuel vehicles may play in the U.S. in light of recentregulatory developments and the rate of development of the refueling infrastructure. In 2013 94% of vehicle sales in Brazil were FlexFuel vehicles capable ofrunning on 100% ethanol blends. We also market FlexFuel vehicles in Australia, Thailand and other global markets where biofuels have emerged in themarketplace.We support the development of biodiesel blend fuels, which are clean-burning alternative diesel fuels produced from renewable sources, and we providebiodiesel capabilities in other markets reflecting the availability of biodiesel blend fuels.We produce CNG bi-fuel capable vehicles in Europe such as the Opel Zafira, and in the U.S., the Chevrolet Express and GMC Savana fullsize vans areoffered to fleet and commercial customers, that are capable of switching between gasoline or diesel and CNG. We also produce the CNG bi-fuel ChevroletSilverado and GMC Sierra 2500 HD pick-up trucks that are available to both commercial and retail customers. In addition we recently announced the offeringof a CNG bi-fuel Chevrolet Impala full-size sedan to both fleet and retail markets starting in the summer of 2014. We offer LPG capable vehicles globally inselect markets reflecting the infrastructure, regulatory focus and natural resource availability of the markets in which they are sold.Hybrid, Plug-In, Extended Range and Battery Electric VehiclesWe are investing significantly in multiple technologies offering increasing levels of vehicle electrification including eAssist, plug-in hybrid, extended rangeand battery electric vehicles. We currently offer 7 models in the U.S. featuring some form of electrification and continue to develop plug-in hybrid electricvehicle technology (PHEV) and extended range electric vehicles such as the Chevrolet Volt, Opel Ampera and Cadillac ELR. In 2013 we introduced theChevrolet Spark EV and plan to invest heavily to support the expansion of our electric vehicle offerings and in-house development and manufacturingcapabilities of advanced batteries, electric motors and power control systems.Hydrogen Fuel Cell TechnologyAs part of our long-term strategy to reduce petroleum consumption and greenhouse gas emissions we are committed to continuing development of ourhydrogen fuel cell technology. Our Chevrolet Equinox fuel cell electric vehicle demonstration programs, such as Project Driveway, have accumulated nearly3 million miles of real-world driving by consumers, celebrities, business partners and government agencies. These programs are helping us identify consumerand infrastructure needs to understand the business case for potential production of this technology.6Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESGM and Honda entered into a long-term agreement to co-develop a next-generation fuel cell system and hydrogen storage technologies, aiming for the 2020timeframe. The collaboration expects to succeed by sharing expertise, economies of scale and common sourcing strategies and builds upon GM's and Honda’sstrengths as leaders in hydrogen fuel cell technology. OnStarOnStar, LLC (OnStar) is a wholly-owned subsidiary of GM serving more than 6.5 million subscribers in the U.S., Canada and Mexico and, through ajoint venture, China. OnStar is a provider of connected safety, security and mobility solutions and advanced information technology and is available on themajority of our 2014 model year vehicles. OnStar's key services include automatic crash response, stolen vehicle assistance, remote door unlock, turn-by-turnnavigation, vehicle diagnostics and hands-free calling.OnStar has developed a system based on the findings of a Center for Disease Control and Prevention expert panel which allows OnStar advisors to alert firstresponders when a vehicle crash is likely to have caused serious injury to the occupants. OnStar also launched a mobile application to provide subscriberswith up-to-date vehicle information such as oil level, tire pressure and fuel level as well as providing remote start, remote door unlock and navigation servicesfrom a mobile phone.Product DevelopmentOur vehicle development activities are integrated into a single global organization. This strategy builds on earlier efforts to consolidate and standardize ourapproach to vehicle development. We define a global architecture as a specific range of performance characteristics and dimensions supporting a common setof major underbody components and subsystems with common interfaces.A centralized organization is responsible for many of the non-visible parts of the vehicle such as steering, suspension, the brake system, the heating,ventilation and air conditioning system and the electrical system. This team works very closely with the global architecture development teams around theworld, who are responsible for components that are unique to each brand, such as exterior and interior design, tuning of the vehicle to meet the brand characterrequirements and final validation to meet applicable government requirements.Intellectual PropertyWe generate and hold a significant number of patents in a number of countries in connection with the operation of our business. While none of these patentsby itself is material to our business as a whole, these patents are very important to our operations and continued technological development. We hold a numberof trademarks and service marks that are very important to our identity and recognition in the marketplace.Raw Materials, Services and SuppliesWe purchase a wide variety of raw materials, parts, supplies, energy, freight, transportation and other services from numerous suppliers for use in themanufacture of our products. The raw materials are primarily composed of steel, aluminum, resins, copper, lead and platinum group metals. We have notexperienced any significant shortages of raw materials and normally do not carry substantial inventories of such raw materials in excess of levels reasonablyrequired to meet our production requirements.In some instances, we purchase systems, components, parts and supplies from a single source and may be at an increased risk for supply disruptions. Theinability or unwillingness of these sources to supply us with parts and supplies could have a material adverse effect on our production capacity. Purchasesfrom our two largest suppliers have ranged from approximately 10% to 11% of our total purchases from 2011 to 2013.Environmental and Regulatory MattersAutomotive Emissions ControlWe are subject to laws and regulations that require us to control automotive emissions, including vehicle exhaust emission standards, vehicle evaporativeemission standards and onboard diagnostic (OBD) system requirements. Advanced OBD systems are used to identify and diagnose problems with emissioncontrol systems. Problems detected by the OBD system may increase warranty costs and the chance for recall. Emission and OBD requirements become morechallenging each year as vehicles must7Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESmeet lower emission standards and new diagnostics are required and will continue to become even more stringent throughout the world.North AmericaThe U.S. federal government imposes stringent emission control requirements on vehicles sold in the U.S. and additional requirements are imposed byvarious state governments. Canada’s federal government is aligned with the U.S. federal requirements. These requirements include vehicle exhaust emissionstandards, vehicle evaporative emission standards and OBD system requirements. Each model year we must obtain certification for each test group that ourvehicles will meet emission requirements from the U.S. Environmental Protection Agency (EPA) before we can sell vehicles in the U.S. and Canada and fromthe California Air Resources Board (CARB) before we can sell vehicles in California and other states that have adopted the California emissions requirements.Fleet-wide emissions compliance must also be achieved based on a sales-weighted fleet average.While we believe all our products are currently in compliance with EPA and CARB regulatory requirements, both agencies have ongoing “in-use”evaluations of compliance for products from all manufacturers. It is possible that we or either agency could identify potential non-compliance, which couldlead to some type of field action to remedy the issue. Testing is conducted at various times. This includes pre-production testing of vehicles as part ofcertification and in-use testing of customer vehicles at specified mileages.CARB has adopted its next round of emission requirements which phase in with the 2015 model year. These requirements include more stringent exhaustemission and evaporative emission standards. The EPA has proposed similar requirements which if adopted are expected to phase in with the 2017 model year.These new requirements will also increase the time and mileage periods over which manufacturers are responsible for a vehicle's emission performance.California law requires that 12% of 2014 model year cars and certain light-duty trucks sold in the state must be zero emission vehicles (ZEV) such aselectric vehicles or hydrogen fuel cell vehicles. The requirement is based on a complex system of credits that vary in magnitude by vehicle type and model year.Manufacturers have the option of meeting a portion of this requirement with partial ZEV credit for vehicles that meet very stringent exhaust and evaporativeemission standards and have extended emission system warranties. Additional portions of the ZEV requirement can be met with vehicles that meet these partialZEV requirements and incorporate advanced technology such as hybrid and plug-in hybrid electric propulsion systems meeting specified criteria. We arecomplying with the ZEV requirements using a variety of means including producing vehicles certified to the ZEV and partial ZEV requirements. CARB hasadopted 2018 model year and later requirements for increasing volumes of ZEVs to achieve greenhouse gas as well as criteria pollutant emission reductions tohelp achieve the state's long-term greenhouse gas reduction goals. A portion of this requirement may be met with PHEVs that meet specified criteria includingan extended emission system warranty.The Clean Air Act permits states that have areas with air quality compliance issues to adopt the California car and light-duty truck emission standards inlieu of the federal requirements. Thirteen states as well as the Province of Quebec currently have these standards in effect, and 10 of these 13 states haveadopted the ZEV requirements. Additional states could also adopt the California standards in the future.Vehicles equipped with heavy-duty engines are also subject to stringent emission requirements. We also certify heavy-duty engines for installation in othermanufacturers' products. We are using a system of credits to help meet these stringent standards as permitted by EPA and CARB regulations. We are meetingOBD requirements for heavy-duty vehicles with certain hardware and software changes.In Mexico we must obtain model year certification from the Federal Environmental Protection Agency for each engine family and vehicle line before we cansell vehicles. Stringent light-duty vehicle emission requirements applicable to vehicles sold in Mexico are enforced starting 18 months after nationwideavailability of Ultra Low Sulfur Fuels. Emission requirements applicable to medium- and heavy-duty trucks powered by gasoline, CNG or LPG wereupgraded in 2012. Stringent emission requirements applicable to medium- and heavy-duty trucks powered by diesel have been proposed but no enforcementdate has been established yet.Regulations to control the emissions of greenhouse gases are discussed under “Automotive Fuel Economy” since we believe these regulations are effectively aform of a fuel economy requirement.Europe8Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESEmissions are regulated by two different entities: the European Commission (EC) and the United Nations Economic Commission for Europe (UNECE).The EC imposes harmonized emission control requirements on vehicles sold in all 28 European Union (EU) Member States and other countries applyregulations under the framework of the UNECE. We must demonstrate that vehicles will meet emission requirements in witness tests and type approval froman approval authority before we can sell vehicles in the EU Member States. Type approval requires the manufacturer to provide a representative vehicle to theevaluating agency who then determines if the particular type of vehicle is fully compliant with the applicable regulations. The regulatory requirements includerandom testing of newly assembled vehicles and a manufacturer in-use surveillance program. EU and UNECE requirements are equivalent in terms ofstringency and implementation.A new level of exhaust emission standards for cars and light-duty trucks, Euro 5, was effective in 2011. Future European emission standards focusparticularly on further reducing emissions from diesel vehicles. The Euro 6 emission levels will become effective in 2017. The new requirements will requireadditional technologies and further increase the cost of diesel engines, which currently cost more than gasoline engines. To comply with Euro 6 standards weexpect that we will need to implement technologies identical to those being developed to meet U.S. emission standards. These technologies will put additionalcost pressures on the already challenging European market for small- and mid-size diesel vehicles. Gasoline engines are also affected by the new requirements.The measures for gasoline vehicles that require technology to reduce exhaust pollutant emissions will have adverse effects on vehicle fuel economy whichdrives additional technology cost to maintain fuel economy.In the long-term, notwithstanding the already low vehicle emissions in Europe, the EC will continue devising regulatory requirements on the emission testcycle, real driving emission, low temperature testing, fuel evaporation and OBD.International OperationsChina has implemented Euro 4 standards with European OBD requirements nationwide for newly registered vehicles. Beijing currently requires manyelements of Euro 5 standards for newly registered vehicles. Beijing, Shanghai and the Pearl River delta area are expected to require additional elements of Euro5 standards in 2014. Nationwide implementation of Euro 5 is expected between 2015 and 2017. Beijing is considering the implementation of Euro 6 or EPAstandards as early as 2016 and Onboard Refueling Vapor Recovery as early as 2017. For diesel-powered vehicles China has implemented Euro 4 standards fornew type approvals of both light-duty diesel vehicles and all new registrations of heavy-duty diesel vehicles. Enforcement of Euro 4 standards for new diesellight-duty registrations began in 2013.South Korea has implemented the Euro 5 emission standards with European OBD requirements for diesel-powered vehicles and the CARB standards forgasoline/LPG-powered vehicles. Commencing in 2014 new type-approvals will require the vehicle to meet Euro 6 diesel standards. The government is alsoconsidering the introduction of amendments to the low-emission vehicle program, LEVIII of the CARB standards, for gasoline/LPG-powered vehicles with theplanned implementation in 2016.India has implemented Euro 4 equivalent emission norms in 13 major cities of the country, where sulfur gasoline and diesel fuels (BS IV Fuel) are requiredand have been made available. Euro 4 norms are expected to apply in additional cities as BS IV fuels are made available in 2014 and 2015 in a phasedmanner.South AmericaCertain countries follow the U.S. test procedures, standards and OBD requirements and others follow the EU test procedures, standards and OBDrequirements with different levels of stringency. Brazil implemented national L5 low emission vehicle standards for passenger cars and light commercialvehicles in 2009. L6 standards for light diesel vehicles were implemented in 2012 and mandate OBD installation for light diesel vehicles in 2015. L6standards for light gasoline vehicles are to be implemented in 2014 for new vehicles and 2015 for all models. Argentina implemented Euro 4 standards startingwith new vehicle registrations in 2009 and the implementation of Euro 5 standards has been delayed from 2014 to 2015 for new vehicles and from 2016 to2017 for all vehicles. Chile has enforced Euro 5 or U.S. Tier 2 Bin 5 emission standards for diesel vehicles and will implement Euro 5 or U.S. Tier 2 Bin 5standards for gasoline vehicles in September 2014.Industrial Environmental ControlEnvironmental Matters9Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESOur operations are subject to a wide range of environmental protection laws including those laws regulating air emissions, water discharges, wastemanagement and environmental cleanup. Certain environmental statutes require that responsible parties fund remediation actions regardless of fault, legality oforiginal disposal or ownership of a disposal site. Under certain circumstances these laws impose joint and several liability as well as liability for relateddamages to natural resources. Refer to Note 17 to our consolidated financial statements for additional information on environmental matters including siteremediation.Facility ManagementTo mitigate the effects our worldwide operations have on the environment we are committed to convert as many of our worldwide facilities as possible tolandfill-free facilities. At December 31, 2013 85 (or over 50%) of our manufacturing facilities were landfill-free facilities. Additionally we have 25 non-manufacturing facilities that are landfill free. At our landfill-free manufacturing facilities approximately 96% of waste materials are recycled or reused and 4%is converted to energy at waste-to-energy facilities. Including construction, demolition and remediation wastes, we estimate that we recycled, reused, orcomposted over 2 million metric tons of waste materials at our global manufacturing operations and estimate that we converted approximately 75,000 metrictons of waste materials to energy at waste-to-energy facilities in the year ended December 31, 2013.In 2013 we surpassed our internal 2020 Manufacturing Commitment initiative to reduce total waste on a kg/vehicle basis by 10%, having reduced totalwaste by more than 45 kg/vehicle (including metals and foundry-related wastes). Total waste includes all byproducts from routine manufacturing operations,excluding construction, demolition and remediation wastes and materials that are sent for direct reuse (without processing).In addition to providing environmental benefits our landfill-free program and total waste reduction commitments generate revenue from the sale of productionby-products, reduce our energy costs, and help to reduce the risks and financial liabilities associated with waste disposal.We continue to make progress on our other 2020 Manufacturing commitments including the implementation of our global energy strategy with a goal toincrease our use of renewable energy and improve our energy efficiency. Our data collection and management system is designed to monitor and measureenergy use as well as calculate the related CO2 emissions including collecting and verifying energy, water and other environmental data from our facilities. Ourapproach to addressing climate change includes setting a greenhouse gas emissions reduction target, collecting accurate data, and by publicly reportingprogress against our target. Automotive Fuel EconomyNorth AmericaCorporate Average Fuel Economy (CAFE) reporting is required for three separate fleets: domestically produced cars, imported cars and light-duty trucks.Beginning with the 2011 model year both car and light-duty truck standards were established using targets for various vehicle sizes and vehicle model salesvolumes. In 2014 our domestic car standard is estimated to be 33.8 mpg, our import car standard is estimated at 37.2 mpg, and our light-duty truck standardis estimated to be 24.5 mpg. Our current product plan is expected to be compliant with the federal CAFE program.In August 2012 the EPA and the National Highway Transportation Safety Administration (NHTSA) finalized a coordinated national program consisting ofnew requirements for the 2017 through 2025 model year light-duty vehicles that will reduce greenhouse gas emissions and improve fuel economy. Thisregulation represents a continuation of the national program that has been established for the 2012 through 2016 model year light-duty vehicles. This programincludes EPA and NHTSA standards that will require an industry-wide standard by 2016. Our current product plan projects compliance with both federalprograms through 2016.The CARB regulates greenhouse gas emissions from vehicles (which is the same as regulating fuel economy). This California program is currentlyestablished for the 2009 through 2016 model years. CARB has agreed that compliance with the federal program is deemed to be compliant with the Californiaprogram for the 2012 through 2016 model years.A Canadian governmental agency implemented greenhouse gas standards that were harmonized with U.S. standards beginning with the 2011 model year.However these regulations do not require the separation of car fleet into domestic and import vehicles. The Province of Quebec had previously adoptedstandards for the 2009 through 2016 model years that were equivalent to the California program but has revised their regulations to allow compliance with thenational standards effective with the 2012 model year.10Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESMexico has adopted fuel economy targets similar to the U.S. for 2012-2016 model years. The Mexico standards offer additional flexibilities when comparedto the U.S. requirements to account for the differences in terrain type, vehicle mix and fuel quality. Discussions for post 2016 standards are expected to beginin 2014 calendar year.EuropeLegislation regulating fleet average CO2 emissions was implemented for passenger cars in 2012. Based on a target function of CO2 to vehicle weight, eachautomobile manufacturer must meet a specific sales-weighted fleet average target. The fleet average requirement began phasing in during 2012 with fullcompliance required by 2015. Automobile manufacturers can earn super-credits for the sales volume of vehicles having a specific CO2 value. This is intendedto encourage the early introduction of ultra-low CO2 vehicles such as the Chevrolet Volt and Opel Ampera by providing an additional incentive to reduce theCO2 fleet average. Automobile manufacturers may gain credit for eco-innovations for those technologies which improve real-world fuel economy but may notshow in the test cycle, such as solar panels on vehicles. There is also a 5% credit for FlexFuel vehicles if more than 30% of refueling stations in an EUMember State sell E85. Further regulatory detail is being developed. The legislation sets a target for 2020 with an impact assessment required to further assessand develop this requirement. We are developing a compliance plan by adopting operational CO2 targets for each market entry in Europe.In 2011 the EU adopted a standard to regulate CO2 emissions from light commercial vehicles. This regulation is modeled after the CO2 regulation forpassenger cars. It proposes that new light commercial vehicles meet a fleet average CO2 target with a phase-in of compliance from 2014 and full compliancerequired by 2016. The manufacturer-specific CO2 compliance target will be determined as a function of the weight of the vehicle with all standard equipmentand fuel (vehicle curb weight). Flexibilities such as eco-innovations and super credits are part of the regulatory proposal as well. An EU long-term target for2020 has been adopted for light commercial vehicles. We have developed a compliance plan by adopting operational CO2 targets for each market entry inEurope.In July 2012 the EU Commission released a regulatory proposal outlining the regulatory implementation for passenger cars and light commercial vehiclestargets effective in 2020. Implementation of the target has been delayed with final release expected in early 2014. While the passenger car target is expected toremain in place beginning in 2020, in that first year (2020) only 95% of the Original Equipment Manufacturers (OEMs) fleet is required to comply. Full 100%compliance will be required in 2021. The individual manufacturer targets will continue to be determined based on the average vehicle mass. Other complianceflexibilities will be limited adding additional challenges to compliance with the CO2 fleet target.Effective in November 2012 an EC regulation required low-rolling resistance tires, tire pressure monitoring systems and gear shift indicators, which weadopted in 2011. An additional EC regulation has been adopted that will require labeling of tires for noise, fuel efficiency and rolling resistance, affectingvehicles at the point of sale as well as the sale of tires in the aftermarket.Seventeen EU Member States have introduced fuel consumption or CO2 based vehicle taxation schemes. Tax measures are within the jurisdiction of the EUMember States. We are faced with significant challenges relative to the predictability of future tax laws and differences in the tax schemes and thresholds.International OperationsWe face new or increasingly more stringent fuel economy standards in many countries. China has established new Phase 3 fuel economy standardssupplementing the current Phase 2 pass-fail system with a corporate fleet average scheme based on vehicle curb weight for the 2012 through 2015 model years.Implementation began in 2012 with full compliance required by 2015. China has continued its retail subsidies for consumers for fuel efficient vehicles,extended range and plug-in, battery electric and fuel cell vehicles. China is now working on a more aggressive Phase 4 fuel economy standard that is expectedto apply to the 2016 through 2020 model years.In Korea fuel economy/CO2 targets for 2012 through 2015 were implemented as part of the government's low carbon/green growth strategy. These targets arebased on each vehicle's curb weight and in general are set at levels more stringent than fuel economy targets in the U.S. but less stringent than CO2 targets inthe EU. The targets began being phased in during 2012 with full compliance by 2015 with manufacturers having the option to certify based on either fuelconsumption or CO2 emissions. Each manufacturer has been given a corporate target to meet based on its overall industry fleet fuel economy/CO2 average. GMKorea Company's (GM Korea) current product portfolio is expected to comply with the targets by 2015. However, in 2014 the Korean11Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESgovernment plans to set more stringent fuel economy targets for 2016 and beyond that will likely reach the level in Japan by 2020 and the level in the EU by2025.In Saudi Arabia the government is developing a footprint-based fuel economy standard modeled on the U.S. system, which would likely commence in 2016using the U.S. target value curves from 2011 or 2012. The Saudi program is not expected to include the alternative fuel/advanced technology vehicle and othercredits from the U.S. program.In India the government is developing a weight-based CO2/fuel efficiency regulation that is likely to be implemented in 2017. It is expected that the regulatorystandards could be similar but less stringent than levels required in the EU with tighter standards planned for 2022.In Australia the current government's agenda no longer includes the adoption of attribute-based CO2 standards.South AmericaIn Brazil the government has set new fuel economy requirements called INOVAR AUTO. OEMs have mandatory fleet average compliance required byOctober 2017 with a reduction from 2012 levels. The Brazilian government provides indirect tax incentives to eligible participant companies that meet certainrequirements including these energy efficiency targets. The level of potential indirect tax incentives varies based on the degree and timing to which the targetsare met. Participating companies that fail to meet the required criteria are subject to clawback provisions and specific fines.In Chile every new passenger vehicle up to a certain vehicle weight is required to be tested under Euro procedure in order to determine its reference values tobe included in the new mandatory fuel economy label. As a result of this process the label indicates the fuel consumption values for city, highway andcombined city-highway and the CO2 emission values.Chemical RegulationsWe continually monitor the implementation of chemical regulations to maintain compliance and evaluate their effect on our business, suppliers and theautomotive industry. North AmericaGovernmental agencies in both the U.S. and Canada continue to introduce new regulations and legislation related to the selection and use of safer chemicalalternatives, green chemistry, life cycle assessment and product stewardship initiatives. These initiatives will give broad regulatory authority to ban or restrictthe use of certain chemical substances and potentially affect automobile manufacturers' responsibilities for vehicle life-cycle, including chemical substanceselection for product development and manufacturing. These emerging regulations will potentially lead to increases in costs and supply chain complexity.In California two chemical initiatives will become effective in 2014: the brake pad reformulation law and the safer consumer products regulations. The brakepad reformulation law requires brake and vehicle manufacturers to ensure brakes produced after January 2014 meet limits for the amounts of certain heavymetals and are properly certified and labeled. Under the safer consumer products regulation, California EPA will begin regulating specific consumer productsthat contain chemicals of concern. It is not yet known when vehicle components will be targeted.EuropeIn 2007 the EU implemented its regulatory requirements, EU REACH regulation, to register, evaluate, authorize and restrict the use of chemical substances.This regulation requires chemical substances manufactured in or imported into the EU in quantities of one metric ton or more per year to be registered with theEuropean Chemicals Agency before 2018. During the pre-registration phase, Old GM and its suppliers registered those substances identified by this regulation.It is to be phased-in over a 10-year period. Under this regulation, “substances of very high concern” may either require authorization for further use or may berestricted in the future. This could potentially increase the cost of certain alternative substances that are used to manufacture vehicles and parts, or result in asupply chain disruption when a substance is no longer available to meet production timelines. Our research and development initiatives may be diverted toaddress future requirements.Safety12Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESIn the U.S. if a vehicle or vehicle equipment does not comply with a safety standard or if a vehicle defect creates an unreasonable safety risk themanufacturer is required to notify owners and provide a remedy. We are required to report certain information relating to certain customer complaints,warranty claims, field reports and notices and claims involving property damage, injuries and fatalities in the U.S. and claims involving fatalities outside theU.S. We are also required to report certain information concerning safety recalls and other safety campaigns outside the U.S.Outside the U.S. safety standards and recall regulations often have the same purpose as the U.S. standards but may differ in their requirements and testprocedures. Other countries sometimes pass regulations which are more stringent than U.S. standards. Many countries require type approval while the U.S.and Canada require self-certification.Vehicular Noise ControlIn the U.S. passenger cars and light-duty trucks are subject to state and local motor vehicle noise regulations. We identify the most stringent state and localrequirements and validate to those requirements. Medium to heavy-duty trucks are regulated at the federal level. Federal truck regulations preempt all U.S. stateor local noise regulations for trucks over a gross vehicle weight rating of 10,000 lbs.Outside the U.S. noise regulations have been established by authorities at the national and supranational level (e.g., EC or UNECE). We believe that ourvehicles meet all applicable noise regulations in the markets where they are sold. The EC has proposed new noise regulations that would mandate a significantdecrease in vehicle noise emissions. These proposals are coupled with a new test procedure to better estimate the actual in-use noise emission of vehicles. Theproposals of the EC also form the basis for amendment to UNECE vehicle regulations, with the expected effect that maximum noise regulations will becomemore stringent in all markets outside of North America. At this point, the final noise emission levels as well as the implementation timing of the finalregulations are uncertain.While current noise emission requirements regulate maximum allowable noise levels, formal proposals are under development to regulate minimum soundlevels. These proposals stem from concern that relatively quiet vehicles, specifically hybrids and electrics, may not be readily heard by pedestrians. In theU.S., NHTSA issued a Notice of Proposed Rulemaking on January 14, 2013 and the U.S. Department of Transportation indicated a final rule is expected tobe published in 2015. The UNECE is developing a Global Technical Regulation, sponsored by the U.S., Japan, and the EU, for manufacturers to equipvehicles with pedestrian alerting devices where the vehicle fails to meet minimum sound emission levels.We are committed to designing and manufacturing vehicles to comply with these regulations and potential noise emission regulations that may come fromthese proposals.Potential Effect of RegulationsWe are actively working on aggressive near-term and long-term plans to develop and bring to market technologies designed to further reduce emissions,mitigate remediation expenses related to environmental liabilities, improve fuel efficiency, monitor and enhance the safety features of our vehicles and provideadditional value and benefits to our customers. This is illustrated by our commitment to marketing more hybrid vehicles, our accelerated commitment todeveloping electrically powered vehicles, our use of biofuels in our expanded portfolio of FlexFuel vehicles and enhancements to conventional internalcombustion engine technology which have contributed to the fuel efficiency of our vehicles. The conversion of many of our manufacturing facilities to landfill-free status has shown our commitment to mitigate potential environmental liability. We believe that the development and global implementation of new, cost-effective energy technologies in all sectors is the most effective way to improve energy efficiency, reduce greenhouse gas emissions and mitigate environmentalliabilities.Despite these advanced technology efforts, our ability to satisfy fuel economy, CO2 and other emissions requirements is contingent on various futureeconomic, consumer, legislative and regulatory factors that we cannot control or predict with certainty. If we are not able to comply with specific newrequirements, which include higher CAFE standards and state CO2 requirements such as those which require the CARB to regulate greenhouse gas emissionsfrom vehicles, then we could be subject to sizeable civil penalties or have to restrict product offerings drastically to remain in compliance. Environmentalliabilities for which we may be responsible are not reasonably estimable and could be substantial. Violations of safety or emissions standards could result inthe recall of one or more of our products, negotiated remedial actions, possible fines or a combination of any of those items. We must also cover the cost ofrepairs conducted under emission defect and performance warranties which apply for specified periods of time and mileage. In turn any of these actions couldhave substantial adverse effects on our operations including facility idling, reduced employment, increased costs and loss of revenue.13Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESPension LegislationWe are subject to a variety of U.S. federal rules and regulations including the Employee Retirement Income Security Act of 1974, as amended and thePension Protection Act of 2006 which govern the manner in which we fund and administer our pension plans. In July 2012 the U.S. government enacted theMoving Ahead for Progress in the 21st Century Act which allows plan sponsors funding relief for U.S. pension plans through the application of higherfunding interest rates. Under current economic conditions we expect the new law to further delay required contributions to our U.S. pension plans. The newlaw does not impact our reported funded status.Export ControlWe are subject to U.S. export control laws and regulations and most countries in which we do business have applicable export controls. Our Office of ExportCompliance and our global Export Compliance Officers are responsible for working with our business units to ensure compliance with these laws andregulations.Automotive Financing - GM FinancialGM Financial is our captive automotive finance company that has been operating since 1992. GM Financial conducts its business in North America and,as a result of the 2013 acquisition of the Ally Financial international operations, in Europe and Latin America. GM Financial expects to complete in 2014 theacquisition of Ally Financial's equity interest in GMAC-SAIC Automotive Finance Company Limited (GMAC-SAIC) that conducts automotive finance andfinancial services operations in China.GM Financial automobile finance programs in North America include sub-prime lending and full spectrum leasing. The sub-prime lending programspredominantly offer financing to consumers who have limited access to automobile financing through banks and credit unions. The typical borrower hasexperienced prior credit difficulties or has limited credit history and generally has a credit bureau score ranging from 500 through 700. Since GM Financialprovides financing in a relatively high-risk market it expects to sustain a higher level of credit losses than other more traditional sources of financing. The fullspectrum leasing product is offered through our franchised dealers and targets prime and sub-prime consumers leasing new vehicles. GM Financial seeks toprovide competitive alternatives to existing marketplace lease offerings in our franchised dealers. GM Financial services its loan and lease portfolio at regionalcenters using automated servicing and collection systems.In April 2012 and March 2013, GM Financial launched the U.S. and Canadian commercial lending platforms to further support our franchised dealershipsand their affiliates. These platforms are centered on floor plan financing of dealer vehicle inventory and dealer loans to finance dealer sites, facilities, facilityimprovements and working capital. These loans are made on a secured basis.GM Financial’s international consumer lending programs focus on financing prime quality consumers purchasing our new and used vehicles. In manycountries GM Financial also offers financial leases, a lease/retail hybrid product that includes a balloon payment at expiration, and finance-related insuranceproducts through third parties, such as credit life, gap and extended warranty coverage. Commercial products offered to dealer customers include new andused vehicle inventory financing, inventory insurance, working capital and capital improvement loans. Other commercial products include fleet financing andstorage center financing.GM Financial primarily finances its loan, lease and commercial origination volume through the use of secured and unsecured bank lines, through publicand private securitization transactions where such markets are developed and, to a lesser extent in Latin America, through public financing programsincluding the issuance of commercial paper and other financing programs.GM Financial retains an interest in the securitization transactions in the form of restricted cash accounts and overcollateralization, whereby more receivablesare transferred to the securitization trusts than the amount of asset-backed securities issued by the securitization trusts, as well as the estimated future excesscash flows expected to be received by GM Financial over the life of the securitization. Excess cash flows result from the difference between the finance chargesreceived from the obligors on the receivables and the interest paid to investors in the asset-backed securities net of credit losses and expenses.Excess cash flows in the securitization trusts are initially utilized to fund credit enhancement requirements in order to attain specific credit ratings for theasset-backed securities issued by the securitization trusts. Once targeted credit enhancement requirements are reached and maintained excess cash flows aredistributed to GM Financial. In addition to excess cash flows GM Financial receives monthly base servicing fees and collects other fees such as late charges asservicer for securitization trusts.14Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESEmployeesAt December 31, 2013 we employed 219,000 employees of whom 142,000 (65%) were hourly employees and 77,000 (35%) were salaried employees. Thefollowing table summarizes worldwide employment (in thousands): December 31, 2013 December 31, 2012 December 31, 2011GMNA(a)109 101 98GME35 37 39GMIO(b)38 39 34GMSA31 32 33GM Financial(c)6 4 3Total Worldwide219 213 207 U.S. - Salaried36 30 29U.S. - Hourly51 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 informationtechnology 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 inmanufacturing 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 ourconsolidated 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.At December 31, 2013 51,000 of our U.S. employees (or 59%) were represented by unions, a majority of which were represented by the InternationalUnion, United Automobile, Aerospace and Agriculture Implement Workers of America (UAW).Executive Officers of the RegistrantThe names and ages as of February 6, 2014 of our executive officers and their positions and offices with GM are as follows:Name and (Age) Present GM Position (and Effective Date) Positions Held During the Past Five Years if Other than Present GM Position (and EffectiveDate)Mary T. Barra (52) Chief Executive Officer and Member of theBoard 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, SouthAmerica (2013) Vice President & President, South America (2010)President and Managing Director of GM Mercosur (2007)Alan S. Batey (50) Executive Vice President & President, GMNorth 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, GlobalManufacturing (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)15Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESName and (Age) Present GM Position (and Effective Date) Positions Held During the Past Five Years if Other than Present GM Position (and EffectiveDate)Stefan Jacoby (55) Executive Vice President ConsolidatedInternational 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, GMChina, 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, GMEurope & Chairman of the ManagementBoard 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 Powertrainand President, Division Chassis & Safety (2008)Mark L. Reuss (50) Executive Vice President, Global ProductDevelopment, 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 FinancialOfficer (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, GMChina, Inc. (2014) GM Consolidated International Operations Vice President, Planning, ProgramManagement, & Strategic Alliances China (2012)Executive Vice President, SAIC GM Wuling (2009)Thomas Timko (45) GM Vice President, Controller & ChiefAccounting Officer (2013) Applied Materials Inc. - Corporate Vice President, Chief Accounting Officer, andCorporate Controller (2010)Delphi Automotive Corporation - Chief Accounting Officer and Controller (2006)__________(a)Retiring effective April 1, 2014.There are no family relationships as defined in Item 401 of Regulation S-K between any of the officers named above and there is no arrangement orunderstanding between any of the officers named above and any other person pursuant to which he or she was selected as an officer. Each of the officersnamed above was elected by the Board of Directors or a committee of the Board of Directors to hold office until the next annual election of officers and until hisor her successor is elected and qualified or until his or her earlier resignation or removal. The Board of Directors elects the officers immediately following eachannual meeting of the stockholders and may appoint other officers between annual meetings.Segment Reporting DataOperating segment data and principal geographic area data for the years ended December 31, 2013, 2012 and 2011 are summarized in Note 25 to ourconsolidated financial statements.Website Access to Our ReportsOur internet website address is www.gm.com. In addition to the information about us and our subsidiaries contained in this 2013 Form 10-K informationabout us can be found on our website including information on our corporate governance principles. Our website and information included in or linked to ourwebsite are not part of this 2013 Form 10-K.16Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESOur annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnishedpursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended are available free of charge through our website as soon as reasonablypracticable after they are electronically filed with or furnished to the Securities and Exchange Commission (SEC). The public may read and copy the materialswe file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation ofthe Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally the SEC maintains an internet site that contains reports, proxy andinformation statements and other information. The address of the SEC's website is www.sec.gov.* * * * * * *Item 1A. Risk FactorsWe face a number of significant risks and uncertainties in connection with our operations. Our business, results of operations and financial condition couldbe materially adversely affected by the factors described below. While we describe each risk separately, some of these risks are interrelated and certain riskscould trigger the applicability of other risks described below.Our business is highly dependent on sales volume. There is no assurance that the global automobile market will not suffer a significantdownturn.Our business and financial results are highly sensitive to sales volume. A number of economic and market conditions drive changes in vehicle sales,including real estate values, levels of unemployment, the availability of credit, fluctuations in the cost of fuel and consumer confidence. We cannot predictfuture economic and market conditions with certainty and any change in economic and market conditions that negatively affects sales volumes couldmaterially adversely affect our results of operations and financial condition.Our ability to maintain profitability over the long-term is dependent upon our ability to introduce new and improved vehicle models that are ableto attract a sufficient number of consumers.Our ability to maintain profitability over the long-term depends on our ability to entice consumers to consider our products when purchasing a new vehicle.The automotive industry, particularly in the U.S., is very competitive with market participants routinely introducing new and improved vehicle modelsdesigned to meet consumer expectations, and in the past our competitors have been very successful in persuading customers that previously purchased ourproducts to purchase their vehicles instead. Producing new and improved vehicle models on a basis competitive with the models introduced by our competitorsand changing any negative perception, in light of Old GM's bankruptcy, will be critical to our long-term profitability. We will launch a substantial number ofnew vehicles in 2014. A successful launch of our new vehicles is critical to our short term profitability.The pace of our development and introduction of new and improved vehicles depends on our ability to implement successfully improved technologicalinnovations in design, engineering and manufacturing, which requires extensive capital investment. In some cases the technologies that we plan to employ,such as hydrogen fuel cells and advanced battery technology, are not yet commercially practical and depend on significant future technological advances by usand by our suppliers. There can be no assurance that our competitors and others pursuing similar technologies and other competing technologies will notacquire similar or superior technologies sooner than we do or on an exclusive basis or at a significant price advantage. If we are unable to achieve these goals,we may not be able to maintain profitability over the long-term.Shortages of and volatility in the price of oil have caused and may have a material adverse effect on our business due to shifts in consumervehicle demand.Volatile oil prices in recent years have tended to cause a shift in consumer demand towards smaller, more fuel-efficient vehicles, which provide lower profitmargins. Any increases in the price of oil in the U.S. or in our other markets or any sustained shortage of oil, including as a result of political instability in theMiddle East, South America and African nations, could weaken the demand for our higher margin fullsize pick-up trucks and sport utility vehicles, whichcould reduce our market share in affected markets, decrease profitability and have a material adverse effect on our business.17Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESOur future competitiveness and ability to achieve long-term profitability depends on our ability to control our costs, which requires us tosuccessfully implement restructuring initiatives throughout our automotive operations.We are continuing to implement a number of cost reduction and productivity improvement initiatives in our automotive operations, including labormodifications and substantial restructuring initiatives. Our future competitiveness depends upon our continued success in implementing these initiativesthroughout our automotive operations. While some of the elements of cost reduction are within our control, others such as interest rates or return oninvestments, which influence our expense for pensions, depend more on external factors, and there can be no assurance that such external factors will notmaterially adversely affect our ability to reduce our costs. Reducing costs may prove difficult due to our focus on increasing advertising and our belief thatengineering expenses necessary to improve the performance, safety and customer satisfaction of our vehicles are likely to increase.Our automotive manufacturing operations are dependent upon the continued ability of our suppliers to provide us with systems, componentsand parts and any disruption in our suppliers' operations could disrupt our production schedule and adversely affect our operations.Our automotive operations are dependent upon the continued ability of our suppliers to deliver the systems, components and parts that we need tomanufacture our products. Our use of “just-in-time” manufacturing processes results in our having minimal inventories of the systems, components and partswe need to conduct our automotive manufacturing operations. As a result our ability to maintain production is dependent upon the continued ability of oursuppliers to deliver sufficient quantities of systems, components and parts at such times as allow us to meet our production schedules. In some instances wepurchase systems, components, parts and supplies from a single source and may be at an increased risk for supply disruptions. Where we experience supplydisruptions, we may not be able to develop alternate sourcing quickly. Any disruption of our production schedule caused by an unexpected shortage ofsystems, components or parts even for a relatively short period of time could cause us to alter production schedules or suspend production entirely and thuscould adversely affect our financial results.Increase in cost, disruption of supply or shortage of raw materials could materially harm our business.We use various raw materials in our business including steel, non-ferrous metals such as aluminum and copper, and precious metals such as platinum andpalladium. The prices for these raw materials fluctuate depending on market conditions. In recent years freight charges and raw material costs increased.Substantial increases in the prices for our raw materials increase our operating costs and could reduce our profitability if we cannot recoup the increased coststhrough increased vehicle prices. Some of these raw materials, such as corrosion-resistant steel, are only available from a limited number of suppliers. Wecannot guarantee that we will be able to maintain favorable arrangements and relationships with these suppliers. An increase in the cost or a sustainedinterruption in the supply or shortage of some of these raw materials, which may be caused by a deterioration of our relationships with suppliers or by eventssuch as labor strikes, could negatively affect our net revenues and profitability to a material extent.We operate in a highly competitive industry that has excess manufacturing capacity and attempts by our competitors to sell more vehicles couldhave a significant negative effect on our vehicle pricing, market share and operating results.The global automotive industry is highly competitive and overall manufacturing capacity in the industry exceeds demand. Many manufacturers haverelatively high fixed labor costs as well as significant limitations on their ability to close facilities and reduce fixed costs. Our competitors may respond to theserelatively high fixed costs by attempting to sell more vehicles by adding vehicle enhancements, providing subsidized financing or leasing programs, offeringoption package discounts or other marketing incentives, or reducing vehicle prices in certain markets. Manufacturers in lower cost countries such as Chinaand India have emerged as competitors in key emerging markets and announced their intention of exporting their products to established markets as a bargainalternative to entry-level automobiles. These actions have had, and are expected to continue to have, a significant negative effect on our vehicle pricing, marketshare and operating results, and present a significant risk to our ability to enhance our revenue per vehicle.Our competitors may be able to benefit from the cost savings offered by industry consolidation or alliances.Designing, manufacturing and selling vehicles is capital intensive and requires substantial investments in manufacturing, machinery, research anddevelopment, product design, engineering, technology and marketing in order to meet both consumer preferences and regulatory requirements. Large originalequipment manufacturers are able to benefit from economies of scale by leveraging their investments and activities on a global basis across brands andnameplates. If our competitors consolidate or enter into other strategic agreements such as alliances, they may be able to take better advantage of theseeconomies of scale. We believe that competitors may be able to benefit from the cost savings offered by consolidation or alliances, which could adversely affect18Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESour competitiveness with respect to those competitors. Competitors could use consolidation or alliances as a means of enhancing their competitiveness orliquidity position, which could also materially adversely affect our business.Our business plan contemplates that we restructure our operations in various European countries, but we may not succeed in doing so, andour failure to restructure these operations in a cost-effective and non-disruptive manner could have a material adverse effect on our business andresults of operations.In 2013 the European automotive industry continued to be severely affected by the ongoing sovereign debt crisis, high unemployment and a lack ofconsumer confidence coupled with overcapacity.In response we are executing various actions to strengthen our European operations and increase our competitiveness. The key areas of the plan include:•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).Notwithstanding the above we believe it is likely that adverse economic conditions and their effect on the European automotive industry will not improvesignificantly in the short-term and we expect to continue to incur losses in the region as a result. In addition the success of our plan will depend on acombination of our ability to execute the actions contemplated, as well as external factors, which are outside of our control. Our inability to successfullyrestructure our European operations and implement our plan could have a material adverse effect on our results of operations and financial condition.Our defined benefit pension plans are currently underfunded and our pension funding requirements could increase significantly due to areduction in funded status as a result of a variety of factors, including weak performance of financial markets, declining interest rates andinvestments that do not achieve adequate returns.Our employee benefit plans currently hold a significant amount of equity and fixed income securities. A detailed description of the investment funds andstrategies is disclosed in Note 15 to our consolidated financial statements, which also describes significant concentrations of risk to the plan investments.There are additional risks due to the complexity and magnitude of our investments. Examples include implementation of significant changes in investmentpolicy, insufficient market capacity to absorb a particular investment strategy or high volume transactions and the inability to quickly rebalance illiquid andlong-term investments.Our future funding requirement for our U.S. defined benefit pension plans qualified with the Internal Revenue Service depend upon the future performanceof assets placed in trusts for these plans, the level of interest rates used to determine funding levels, the level of benefits provided for by the plans and anychanges in government laws and regulations. Future funding requirements generally increase if the discount rate decreases or if actual asset returns are lowerthan expected asset returns, as other factors are held constant. Our potential funding requirements are described in “Management's Discussion and Analysis ofFinancial Conditions and Results of Operations -- Contractual Obligations and Other Long-Term Liabilities.”Factors which affect future funding requirements for our U.S. defined benefit plans generally affect the required funding for non-U.S. plans. Certain plansoutside the U.S. do not have assets and therefore the obligation is funded as benefits are paid. If local legal authorities increase the minimum fundingrequirements for our pension plans outside the U.S., we could be required to contribute more funds, which would negatively affect our cash flow.We rely on GM Financial to provide financial services to our dealers and customers in a majority of the markets in which we sell vehicles. GMFinancial faces a number of business, economic and financial risks that could impair its access to capital and negatively affect its business andoperations and its ability to provide leasing, prime and sub-prime financing to consumers and commercial lending to our dealers to supportadditional sales of our vehicles.In North America GM Financial supports additional consumer leasing of our vehicles and additional sales of our vehicles to consumers requiring sub-primevehicle financing as well as providing commercial lending to our dealers. In Europe and South America we rely on GM Financial to support additionalconsumer leasing of our vehicles and additional sales of our vehicles to19Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESprime consumers as well as providing commercial lending to our dealers. GM Financial is subject to various risks that could negatively affect its business,operations and access to capital and therefore its ability to provide leasing, prime and sub-prime financing options at competitive rates to consumers of ourvehicles and commercial lending to our dealers. Because we rely on GM Financial to serve as an additional source of leasing, prime and sub-prime financingoptions for consumers and commercial lending to our dealers, any impairment of GM Financial's ability to provide such financial services would negativelyaffect our efforts to expand our market penetration among consumers who rely on these financial services to acquire new vehicles and dealers who seekfinancing. The factors that could adversely affect GM Financial's business and operations and impair its ability to provide financing services at competitiverates include:•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 cashproceeds 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.The above factors, alone or in combination, could negatively affect GM Financial's business and operations or its ability to provide leasing, prime and sub-prime financing options to consumers to support additional sales of our vehicles and dealer financing.Our planned investment in new technology in the future is significant and may not be funded at anticipated levels and, even if funded atanticipated levels, may not result in successful vehicle applications.We intend to invest significant capital resources to support our products and to develop new technology. In addition we plan to invest heavily in alternativefuel and advanced propulsion technologies between 2014 and 2015, largely to support our planned expansion of hybrid and electric vehicles. Moreover if ourfuture operations do not provide us with the cash flow we anticipate, we may be forced to reduce, delay or cancel our planned investments in new technology.In some cases the technologies that we plan to employ, such as hydrogen fuel cells and advanced battery technology, are not yet commercially practical anddepend on significant future technological advances by us and by suppliers. There can be no assurance that these advances will occur in a timely or feasibleway, that the funds that we have budgeted for these purposes will be adequate or that we will be able to establish our right to these technologies. However ourcompetitors and others are pursuing similar technologies and other competing technologies and there can be no assurance that they will not acquire similar orsuperior technologies sooner than we do or on an exclusive basis or at a significant price advantage.Security breaches and other disruptions to our information technology networks and systems could interfere with our operations and couldcompromise the confidentiality of our proprietary information.We rely upon information technology networks and systems, some of which are managed by third-parties, to process, transmit and store electronicinformation, and to manage or support a variety of business processes and activities, including supply chain management, manufacturing, invoicing andcollection of payments from our dealer network and from customers of GM Financial. Additionally we collect and store sensitive data, including intellectualproperty, proprietary business information, the propriety business information of our dealers and suppliers, as well as personally identifiable information ofour customers and employees, in data centers and on information technology networks. The secure operation of these information technology networks, andthe processing and maintenance of this information, is critical to our business operations and strategy. Despite security measures and business continuityplans, our information technology networks and systems may be vulnerable to damage, disruptions or shutdowns due to attacks by hackers or breaches dueto errors or malfeasance by employees, contractors and others who have access to our20Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESnetworks and systems, or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses,telecommunication or utility failures or natural disasters or other catastrophic events. The occurrence of any of these events could compromise our networksand the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result inlegal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disrupt operations and reduce thecompetitive advantage we hope to derive from our investment in advanced technologies. Our insurance coverage may not be adequate to cover all the costsrelated to significant security attacks or disruptions resulting from such attacks.New laws, regulations or policies of governmental organizations regarding increased fuel economy requirements and reduced greenhouse gasemissions, or changes in existing ones, may have a significant effect on how we do business.We are affected significantly by governmental regulations that can increase costs related to the production of our vehicles and affect our product portfolio. Weanticipate that the number and extent of these regulations, and the related costs and changes to our product lineup, will increase significantly in the future. Inthe U.S. and Europe, for example, governmental regulation is driven primarily by concerns about the environment (including greenhouse gas emissions),vehicle safety, fuel economy and energy security. These government regulatory requirements could significantly affect our plans for global productdevelopment and may result in substantial costs, including civil penalties. They may also result in limits on the types of vehicles we sell and where we sellthem, which can affect revenue.In the U.S. vehicle fuel economy and greenhouse gas emissions are regulated under a harmonized national program administered by the NHTSA and theEPA. The agencies have set coordinated fuel economy and greenhouse emission standards through the 2025 model year for light duty vehicles and through the2018 model year for heavy duty trucks. California, which has set its own greenhouse gas emission standards through its AB 1493 Rules, has agreed to acceptcompliance with the national program as compliance with its state program.We are committed to meeting or exceeding these U.S. regulatory requirements, and our product plan of record projects compliance with the anticipatednational program through the 2021 model year. The standards for the 2022 through 2025 model years may be adjusted as a result of a mid-term review by theagencies. Therefore we believe it is premature to project compliance with possible standards for those years. We expect that to comply with these standards wewill be required to sell a significant volume of hybrid electric vehicles, as well as implement new technologies for conventional internal combustion engines, allat increased cost levels. There is no assurance that we will be able to produce and sell vehicles that use such technologies on a profitable basis, or that ourcustomers will purchase such vehicles in the quantities necessary for us to comply with these regulatory programs.The EU passed legislation, effective in April 2009, that began regulating vehicle CO2 emissions in 2012. The legislation sets a target of a fleet average of 95grams per kilometer for 2020, with the requirements for each manufacturer based on the weight of the vehicles it sells. Additional measures have been proposedor adopted in Europe to regulate features such as tire rolling resistance, vehicle air conditioners, tire pressure monitors, gear shift indicators and others. At thenational level 17 EU Member States have adopted some form of fuel consumption or carbon dioxide-based vehicle taxation system, which could result inspecific market requirements for us to introduce technology earlier than is required for compliance with the EU emissions standards.Other governments around the world, such as Canada, China, Brazil, Mexico and South Korea are also creating or have new policies to address these sameissues. As in the U.S. these government policies could significantly affect our plans for product development. Due to these regulations we could be subject tosizable civil penalties or have to restrict product offerings drastically to remain in compliance. The regulations will result in substantial costs, which could bedifficult to pass through to our customers, and could result in limits on the types of vehicles we sell and where we sell them, which could affect ouroperations, including facility closings, reduced employment, increased costs and loss of revenue.A significant amount of our operations are conducted by joint ventures that we cannot operate solely for our benefit.Many of our operations, particularly in emerging markets, are carried out by joint ventures such as SGM. In joint ventures we share ownership andmanagement of a company with one or more parties who may not have the same goals, strategies, priorities, or resources as we do and may compete with usoutside the joint venture. Joint ventures are intended to be operated for the equal benefit of all co-owners, rather than for our exclusive benefit. Operating abusiness as a joint venture often requires additional organizational formalities as well as time-consuming procedures for sharing information and makingdecisions. In joint ventures we are required to foster our relationships with our co-owners as well as promote the overall success of the joint venture, and if a co-owner changes or relationships deteriorate, our success in the joint venture may be materially adversely affected. The benefits21Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESfrom a successful joint venture are shared among the co-owners, so that we do not receive all the benefits from our successful joint ventures.Our business in China is subject to aggressive competition and is sensitive to economic and market conditions.Maintaining a strong position in the Chinese market is a key component of our global growth strategy. The automotive market in China is highlycompetitive, with competition from many of the largest global manufacturers and numerous smaller domestic manufacturers. As the size of the Chinesemarket continues to increase, we anticipate that additional competitors, both international and domestic, will seek to enter the Chinese market and that existingmarket participants will act aggressively to increase their market share. Increased competition may result in price reductions, reduced margins and ourinability to gain or hold market share. In addition our business in China is sensitive to economic and market conditions that drive sales volume in China. Ifwe are unable to maintain our position in the Chinese market or if vehicle sales in China decrease or do not continue to increase, our business and financialresults could be materially adversely affected.We could be materially adversely affected by changes or imbalances in foreign currency exchange rates and interest rates.Given the nature of the automotive industry and global spread of our business, we have significant exposures to risks related to changes in foreign currencyexchange rates and interest rates, which can have material adverse effects on our business. In preparing the consolidated financial statements we translate ourrevenues and expenses outside the U.S. into U.S. Dollars using the average foreign currency exchange rate for the period and the assets and liabilities using theforeign currency exchange rate at the balance sheet date. As a result foreign currency fluctuations and the associated translations could have a material adverseeffect on our results of operations and financial condition.Our businesses outside the U.S. expose us to additional risks that may materially adversely affect our business.The majority of our vehicles are sold outside the U.S. We are pursuing growth opportunities for our business in a variety of business environments outsidethe U.S. Operating in a large number of different regions and countries exposes us to political, economic and other risks as well as multiple foreign regulatoryrequirements that are subject to change, including:•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 therepatriation 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.The effects of these risks may, individually or in the aggregate, materially adversely affect our business.New laws, regulations or policies of governmental organizations regarding safety standards, or changes in existing ones, may have asignificant negative effect on how we do business.Our products must satisfy legal safety requirements. Meeting or exceeding government-mandated safety standards is difficult and costly becausecrashworthiness standards tend to conflict with the need to reduce vehicle weight in order to meet emissions and fuel economy standards. While we aremanaging our product development and production operations on a global basis to22Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESreduce costs and lead times, unique national or regional standards or vehicle rating programs can result in additional costs for product development, testingand manufacturing. Governments often require the implementation of new requirements during the middle of a product cycle, which can be substantially moreexpensive than accommodating these requirements during the design of a new product.The costs and effect on our reputation of product recalls could materially adversely affect our business.From time to time we recall our products to address performance, compliance or safety-related issues. The costs we incur in connection with these recallstypically include the cost of the part being replaced and labor to remove and replace the defective part. In addition product recalls can harm our reputation andcause us to lose customers, particularly if those recalls cause consumers to question the safety or reliability of our products. Any costs incurred or lost salescaused by future product recalls could materially adversely affect our business. Conversely not issuing a recall or not issuing a recall on a timely basis canharm our reputation and cause us to lose customers for the same reasons as expressed above.* * * * * * *Item 1B. Unresolved Staff CommentsNone* * * * * * *Item 2. PropertiesAt December 31, 2013 we had 104 locations in 25 states and 81 cities or towns in the U.S. excluding our automotive financing operations and dealerships.Of these locations 40 are manufacturing facilities, of which 12 are engaged in the final assembly of our vehicles, other manufactured automotive componentsand power products. Of the remaining locations 24 are customer care and aftersales operations primarily responsible for distribution and warehouse functionsand the remainder are offices or facilities primarily involved in engineering and testing vehicles. Leased properties are primarily composed of warehouses andadministration, engineering and sales offices.We have 16 locations in Canada and we have assembly, manufacturing, distribution, office or warehousing operations in 59 other countries, includingequity interests in associated companies which perform assembly, manufacturing or distribution operations. The major facilities outside the U.S. andCanada, which are principally vehicle manufacturing and assembly operations, are located in: • Argentina• Colombia• Indonesia• South Africa• Uzbekistan• Australia• Ecuador• Kenya• South Korea• Venezuela• Brazil• Egypt• Mexico• Spain• Vietnam• Chile• Germany• Poland• Thailand • China• India• Russia• United Kingdom We, our subsidiaries, or associated companies in which we own an equity interest, own most of the above facilities.GM Financial's automotive financing and leasing operations lease facilities for administration and regional credit centers. GM Financial has 20 facilitieslocated in 15 states and 20 cities or towns in the U.S. Of these facilities, three are collections centers, 14 are regional credit centers and the remaining facilitiesare administrative offices. GM Financial has three facilities located in Canada including one collection center and 26 facilities in European and Latin Americancountries. The major facilities outside the U.S. and Canada are located in the United Kingdom and Brazil.Our properties include facilities which, in our opinion, are suitable and adequate for the manufacture, assembly and distribution of our products.* * * * * * *Item 3. Legal Proceedings23Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESThe following section summarizes material pending legal proceedings to which the Company is a party, other than ordinary routine litigation incidental to thebusiness. We and the other defendants affiliated with us intend to defend all of the following actions vigorously.GMCL Dealers' ClaimGeneral Motors of Canada Limited (GMCL) is defending a class action asserted on behalf of over 200 former GMCL dealers (the Plaintiff Dealers) whichentered into wind-down agreements with GMCL in May 2009 asserting various claims related to those agreements. On March 1, 2011 the Ontario SuperiorCourt of Justice approved certification of a class for the purpose of deciding a number of specifically defined issues including: (1) whether GMCL breachedits obligation of “good faith” in offering the wind-down agreements; (2) whether GMCL interfered with the Plaintiff Dealers' rights of free association; (3)whether GMCL was obligated to provide a disclosure statement and/or disclose more specific information regarding its restructuring plans in connection withproffering the wind-down agreements; and (4) assuming liability, whether the Plaintiff Dealers can recover damages in the aggregate (as opposed to provingindividual damages). A number of former dealers have opted out of participation in the litigation, leaving 181 dealers in the certified class. The parties arecurrently conducting discovery. Trial of the class issues is scheduled to occur in the third quarter of 2014.UAW ClaimOn April 6, 2010 the UAW filed suit against us in the U.S. District Court for the Eastern District of Michigan claiming that we breached our obligation tocontribute $450 million to the UAW Retiree Medical Benefits Trust (New VEBA). The UAW alleges that we were contractually required to make thiscontribution pursuant to the UAW-Delphi-GM Memorandum of Understanding Delphi Restructuring dated June 22, 2007. We believe this claim is withoutmerit. On December 10, 2013 the court granted our motion for summary judgment and dismissed the claims asserted by the UAW, holding that the relevantagreement is unambiguous and does not require the payment sought. The UAW has appealed.GM Korea Wage LitigationCommencing on or about September 29, 2010 current and former hourly employees of GM Korea filed eight separate group actions in the Incheon DistrictCourt in Incheon, Korea. The cases, which in aggregate involve more than 10,000 employees, allege that GM Korea failed to include bonuses and certainallowances in its calculation of Ordinary Wages due under the Presidential Decree of the Korean Labor Standards Act. On November 23, 2012 the Seoul HighCourt (an intermediate level appellate court) issued a decision affirming a decision of the Incheon District Court in a case involving five GM Korea employeeswhich was contrary to GM Korea's position. GM Korea appealed to the Supreme Court of the Republic of Korea (Supreme Court) and initiated a constitutionalchallenge to the adverse interpretation of the relevant statute. In December 2013 the Supreme Court rendered a decision in a case involving another company notaffiliated with us which addressed many of the issues presented in the cases pending against GM Korea and resolved many of them in a manner which webelieve is favorable to GM Korea. In particular, while the Supreme Court held that fixed bonuses should be included in the calculation of Ordinary Wages, italso held that claims for retroactive application of this rule would be barred under certain circumstances. We believe the Supreme Court’s reasoning isapplicable to GM Korea, even though GM Korea’s case remains pending before the Supreme Court. Accordingly we have eliminated the accrual associatedwith these cases.Inventory Management Securities Class ActionOn June 29, 2012 a putative securities class action was filed against us and a number of our past and current officers and directors in the United StatesDistrict Court for the Southern District of New York (George G. Scott v. General Motors Company et al). Purporting to sue on behalf of owners of commonstock deriving from our 2010 initial public offering, plaintiff asserts non-fraud prospectus based liability claims under various federal securities statutesalleging that the Company has made false statements about its vehicle inventory controls and production decisions, particularly with respect to fullsize trucks.The plaintiff's complaint requests compensatory damages, rescission and litigation costs, fees and disbursements. On November 21, 2012 the courtappointed the Teamster's Local 710 Pension Fund as lead plaintiff in the matter. On February 1, 2013 the plaintiff filed an amended complaint.Saab Automobile AB Related LitigationOn August 6, 2012 Saab Automobile AB and Spyker N.V. filed a complaint in the United States District Court for the Eastern District of Michigan allegingthat GM tortuously interfered with their efforts to secure an investment in Saab Automobile AB from24Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESZhejiang Youngman Lotus Automobile Co., Ltd and its affiliates by making public statements in December of 2011 to the effect that we did not favor theproposed transaction. The complaint alleges that absent the challenged statements, Saab Automobile AB would have successfully avoided liquidation andseeks damages of not less than $3.0 billion representing the projected value of Saab Automobile AB through 2016 plus pre- and post-judgment interest,special, punitive and other allowable damages and plaintiffs' reasonable attorneys' fees and costs. On June 18, 2013 the court granted GM’s motion to dismissthe case on multiple alternative grounds. Saab Automobile AB and Spyker N.V. have appealed.* * * * * * *Item 4. Mine Safety DisclosuresNot applicable* * * * * * *25Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESPART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket InformationShares of our common stock have been publicly traded since November 18, 2010 when our common stock was listed and began trading on the New YorkStock Exchange and the Toronto Stock Exchange. The following table summarizes the quarterly price ranges of our common stock based on high and lowprices from intraday trades on the New York Stock Exchange, the principal market in which the stock is traded: Years Ended December 31, 2013 2012 High Low High LowQuarter First$30.68 $26.19 $27.68 $20.75Second$35.49 $27.11 $27.03 $19.24Third$37.97 $33.41 $25.15 $18.72Fourth$41.85 $33.92 $28.90 $22.67HoldersAt January 30, 2014 we had a total of 1.6 billion issued and outstanding shares of common stock held by 403 holders of record.DividendsSo long as any share of our Series A Preferred Stock remains outstanding, no dividend or distribution may be declared or paid on our common stock unlessall accrued and unpaid dividends have been paid on our Series A Preferred Stock, subject to exceptions, such as dividends on our common stock payablesolely in shares of our common stock. Our secured revolving credit facilities contain certain restrictions on our ability to pay dividends on our common stock,subject to exceptions, such as dividends payable solely in shares of our common stock. At December 31, 2013 there were no dividends in arrears on our SeriesA Preferred Stock.Since our formation, we had not paid any dividends on our common stock through the year ended December 31, 2013. In January 2014 our Board ofDirectors declared a dividend on common stock in the amount of $0.30 per share payable in March 2014. It is anticipated that dividends on our commonstock will be declared and paid quarterly subsequent to the initial dividend declaration. However our payment of dividends in the future, if any, will bedetermined by our Board of Directors and will be paid out of funds legally available for that purpose. Our payment of dividends in the future will depend onbusiness conditions, our financial condition, earnings, liquidity and capital requirements, the covenants in our secured revolving credit facilities and otherfactors.Issuer Purchases of Equity SecuritiesPurchases of Equity Securities for CashNo shares of common stock were purchased for cash in each of the three months ended December 31, 2013.Other Purchases of Equity Securities Total Number ofShares Purchased(a) Average PricePaid per Share Total Number of SharesPurchased Under theProgram Approximate Dollar Valueof Shares That May Yet bePurchased Under theProgramOctober 1, 2013 through October 31, 20131,833,227 $36.50 N/A N/ANovember 1, 2013 through November 30, 201333,732 $36.34 N/A N/ADecember 1, 2013 through December 31, 20131,989 $39.12 N/A N/ATotal1,868,948 $36.50 26Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES_________N/A = not applicable(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 ofRestricted 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 theexercise of warrants. Refer to Note 23 to our consolidated financial statements for additional details on employee stock incentive plans and Note 21 to our consolidatedfinancial statements for additional details on warrants issued.* * * * * * *27Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESItem 6. Selected Financial DataPursuant to the agreement with the SEC, as described in a no-action letter issued to Old GM by the SEC Staff on July 9, 2009 regarding our filingrequirements, the selected financial data below includes the selected financial data of Old GM as it is the Predecessor entity solely for accounting and financialreporting purposes. At July 10, 2009 we applied fresh-start reporting following the guidance in Accounting Standards Codification (ASC) 852,“Reorganizations". The consolidated financial statements for the periods ended on or before July 9, 2009 do not include the effect of any changes in the fairvalue of assets or liabilities as a result of the application of fresh-start reporting. Our financial information at and for any period after July 10, 2009 is notcomparable to Old GM's financial information. Selected financial data is summarized in the following table (dollars in millions except per share amounts): Successor Predecessor Years Ended December 31, July 10, 2009ThroughDecember 31,2009 January 1, 2009Through July 9,20092013 2012 2011 2010 Income Statement Data: Total net sales and revenue(a)$155,427 $152,256 $150,276 $135,592 $57,474 $47,115Reorganization gains, net(b)$— $— $— $— $— $128,155Income (loss) from continuing operations$5,331 $6,136 $9,287 $6,503 $(3,786) $109,003Net (income) loss attributable to noncontrolling interests15 52 (97) (331) (511) 115Net income (loss) attributable to stockholders(c)$5,346 $6,188 $9,190 $6,172 $(4,297) $109,118Net income (loss) attributable to common stockholders$3,770 $4,859 $7,585 $4,668 $(4,428) $109,118Basic earnings (loss) per common share(d)$2.71 $3.10 $4.94 $3.11 $(3.58) $178.63Diluted earnings (loss) per common share(d)$2.38 $2.92 $4.58 $2.89 $(3.58) $178.55Balance 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 endedDecember 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 andindirect 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 theU.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 securitydue 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 additionaldetail.(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 millionshares 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 apublic 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 werecorded 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 31,2010.28Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES* * * * * * *Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsBasis of PresentationThis Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with theaccompanying consolidated financial statements. We analyze the results of our business through our five segments: GMNA, GME, GMIO, GMSA and GMFinancial. Consistent with industry practice, market share information includes estimates of industry sales in certain countries where public reporting is notlegally required or otherwise available on a consistent basis.In the three months ended March 31, 2013 we changed our managerial and financial reporting structure to measure our reportable segments revenue andprofitability based on the geographic area in which we sell vehicles to third party customers. We have retrospectively revised the segment presentation for allperiods presented. Refer to Note 25 to our consolidated financial statements for additional information on this change.OverviewAutomotiveOur vision is to design, build and sell the world’s best vehicles. The primary elements of our strategy to achieve this vision are to:•Deliver a product portfolio of the world’s best vehicles that includes cars, crossovers and trucks, allowing us to maximize sales under any marketcondition;•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 thelifecycle 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 otherproviders.We are committed to leadership in vehicle design, quality, reliability, telematics and infotainment and safety, as well as to developing key energy efficiency,energy diversity and advanced propulsion technologies, including electric vehicles. Our business is diversified across products and geographic markets. Wemeet the local sales and service needs of our retail and fleet customers with a global network of independent dealers.GMNAGMNA has sales, manufacturing and distribution operations in the U.S., Canada and Mexico and sales and distribution operations in Central America andthe Caribbean. GMNA represented 51.1% of our wholesale vehicle sales volume in 2013 and we had the largest market share, based upon retail vehicle sales,in North America at 16.9%. We grew our retail market share in all four brands as compared to 2012. Our market share growth was driven in part by thesuccess of several product launches during the year, most notably the Corvette Stingray, Chevrolet Impala, Cadillac CTS and the all-new Chevrolet Silveradoand GMC Sierra full-size trucks. Our products in the region continued to receive recognitions of excellence including the most initial quality awards asdetermined by JD Power and Associates as compared to any other automotive manufacturer in 2013.GMEGME has sales, manufacturing and distribution operations across Western and Central Europe. GME's wholesale vehicle sales volume, which in addition toWestern and Central Europe, includes Eastern Europe (including Russia and the other members of29Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESthe Commonwealth of Independent States among others) represented 16.3% of our wholesale vehicle sales volume in 2013. In 2013 we estimate we had thenumber four market share, based upon retail vehicle sales, in Europe at 8.3%. GMIO distributed Chevrolet brand vehicles in Europe. These vehicles arereported within market share for Europe, but wholesale vehicle sales volume is recorded by GMIO. Our European operations continue to show signs ofimprovement underscored by our first Opel and Vauxhall market share increase in 14 years. This market share increase was partially driven by thesuccessful launches of the Opel Mokka, ADAM and Cascada during 2013. Our focus on successfully executing product launches and containing costs hasin part contributed to significant year-over-year reduction in EBIT (loss)-adjusted.In an effort to rationalize our manufacturing footprint in GME, we reached agreement with the labor union in Germany to terminate all vehicle andtransmission production at our Bochum, Germany facility by the end of 2014. Affected employees will be eligible for a voluntary restructuring separationprogram. Restructuring charges will be recorded primarily through 2014. Refer to Note 19 to our consolidated financial statements for additional information.GMIOGMIO has sales, manufacturing and distribution operations in Asia/Pacific, the Middle East, Africa and Eastern Europe (including Russia and the othermembers of the Commonwealth of Independent States among others). GMIO represented 16.2% of our wholesale vehicle sales volume in 2013. TheAsia/Pacific, Middle East and Africa region is our largest region by retail vehicle sales volume and represented 40.0% of our global retail vehicle sales volumein 2013. In 2013 we estimate we had the number two market share, based upon retail vehicle sales, in Asia/Pacific, Middle East and Africa at 9.5%. In 2013we had market share of 14.3% in China. GMIO records the wholesale unit volume and financial results of Chevrolet brand vehicles that it distributes and sellsin Europe. Our international operations' results were highlighted by our continued strength in China where we sold over 3 million vehicles. Our strength in themarket was in part driven by the successful launches of the new Cadillac XTS, the refreshed Buick LaCrosse and Regal and certain Wuling brandedvehicles, as well as continued strong sales of the Buick Encore and Buick Excelle. Our Buick brand continues to be our strongest brand in China with810,000 vehicles sold in 2013 an increase of 16% from the prior year. In addition we have been making investments in our Cadillac brand in China whichincluded a new assembly plant in Shanghai.We are addressing many of the challenges in our GMIO operations and have performed strategic assessments on the performance and the manner in whichwe operate in certain countries. While we are continuing our strategic assessments we announced plans to discontinue offering mainstream Chevrolet vehiclesin Europe in 2015 and recorded asset impairment and restructuring charges; announced plans to cease manufacturing at GM Holden Ltd., our subsidiary inAustralia (Holden), and recorded asset impairment and restructuring charges; recorded asset impairment charges at GM India; and impaired our remaininggoodwill in GMIO. Refer to the "GM International Operations" section of MD&A and Notes 9, 10 and 19 to our consolidated financial statements foradditional information.Our GM Korea subsidiary has continuing litigation with more than 10,000 current and former employees over the definition of ordinary wages. As a resultof the recent Supreme Court of the Republic of Korea’s favorable decision on a very similar wage litigation case involving another company we now believe anunfavorable outcome on our case given the new precedent is no longer probable and we reversed certain accruals for our cases. Refer to Note 17 to ourconsolidated financial statements for additional information.GMSAGMSA has sales, manufacturing, distribution and/or financing operations in Brazil, Argentina, Colombia, Ecuador and Venezuela as well as sales anddistribution operations in Bolivia, Chile, Paraguay, Peru and Uruguay. GMSA represented 16.4% of our wholesale vehicle sales volume in 2013. In 2013GMSA derived 63.5% of its wholesale vehicle sales volume from Brazil. In 2013 we estimate we had the number one market share, based upon retail vehiclesales, in South America at 17.5% and the number three market share, based upon retail vehicle sales, in Brazil at 17.3%. Despite foreign currency pressuresand challenging political environments across the region, our South American operations experienced continued profitability in 2013 that was driven in part bysuccessful product launches including the Chevrolet Onix, Prisma and Tracker. We have further addressed our cost structure through restructuring effortsand multi-year labor agreements in Brazil.Our Venezuelan operations highlight some of the foreign currency and political pressures. In 2013 the Venezuelan government announced a change in theofficial fixed exchange rate which resulted in devaluation charges during the year. In addition to currency controls already in place, the Venezuelan governmentannounced pricing controls that, taken with other initiatives, require us to30Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESclosely monitor and consider our ability to manage and control our Venezuelan subsidiaries. Refer to the "GM South America" section of MD&A for additionalinformation.CorporateWe continue to focus on strengthening our balance sheet. Initiatives during 2013 included lowering our cost of capital and increased financial flexibility byissuing $4.5 billion in aggregate principal amount of senior unsecured notes. We used proceeds from the issuance to prepay notes issued to the CanadianHealth Care Trust (HCT) and to purchase 120 million shares of our Series A Preferred Stock from the New VEBA. Refer to Notes 14 and 21 to ourconsolidated financial statements for additional information.As part of an effort to release capital from non-core assets and further enhance our financial flexibility we sold our common equity ownership in AllyFinancial and our seven percent equity interest in PSA held by GME. Refer to Notes 5 and 12 to our consolidated financial statements for additionalinformation.The United States Treasury divested its remaining ownership stake in our common stock. Also, all of our shares of Series B Preferred Stock mandatorilyconverted into 137 million shares of our common stock and will result in future annual cash preferred stock dividend savings. Refer to Note 21 to ourconsolidated financial statements for additional information.Through ongoing discussions with taxing authorities we remeasured an uncertain tax position resulting in a tax benefit that will reduce future cash taxes.Our collective actions during 2013 have helped us achieve investment grade status with a rating agency and we were added to the Standard & Poor's (S&P)500.Automotive OutlookWe anticipate the 2014 global automotive industry to be up approximately 2% over 2013 or about 85 million vehicles. For 2014 we expect our biggestchallenges will be associated with unfavorable foreign currency pressures and planned global restructuring charges of up to $1.1 billion. However we expect tosubstantially offset these challenges with favorable pricing and by leveraging our continued strength in North America and China. We continue to progresstoward our target of mid- to high-single digit margins for mid-decade and expect our 2014 EBIT-adjusted margins to be comparable to 2013. We are alsocommitted to returning capital to our common stockholders and in January 2014 our Board of Directors declared a dividend on common stock in the amountof $0.30 per share payable in March 2014.Automotive Financing - GM FinancialGM Financial purchases automobile finance contracts originated by GM and non-GM franchised and select independent dealers in connection with the saleof used and new automobiles. GM Financial also offers a lease financing product for new GM vehicles and a commercial lending program for GM-franchiseddealerships. GM Financial's lending products in North America are primarily offered to consumers who typically are unable to obtain financing fromtraditional sources such as banks and credit unions. GM Financial utilizes a proprietary credit scoring system to differentiate credit applications and tostatistically rank-order credit risk in terms of expected default rates, which enables it to evaluate credit applications for approval and tailor loan and leasepricing and structure. GM Financial services its loan and lease portfolios at regional centers using automated servicing and collection systems. Funding for ourauto finance activities is primarily obtained through the utilization of our credit facilities and through securitization transactions.In November 2012 GM Financial entered into agreements with Ally Financial to acquire Ally Financial's automotive finance and financial servicesbusinesses in Europe and Latin America and Ally Financial's equity interest in GMAC-SAIC that conducts automotive finance and financial servicesoperations in China. The acquisitions will allow GM Financial to support our dealers in markets comprising approximately 80% of our global sales. In theyear ended December 31, 2013 GM Financial completed the acquisitions of the operations in Europe and Latin America for $3.3 billion. GM Financial'sacquisition of Ally Financial's equity interest in GMAC-SAIC is subject to certain regulatory and other approvals and is expected to close in 2014 forapproximately $0.9 billion. Refer to Note 3 to our consolidated financial statements for additional information on these acquisitions.Consolidated ResultsTotal Net Sales and Revenue31Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES(Dollars in Millions) 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) $1.8GM Financial3,335 1,961 1,374 70.1% — — — 1.4 1.4Total 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) $1.4GM Financial1,961 1,410 551 39.1% — — — 0.6 0.6Total net sales and revenue$152,256 $150,276 $1,980 1.3% $2.1 $3.0 $1.6 $(4.7) $2.0In the year ended December 31, 2013 Automotive Total net sales and revenue increased due primarily to: (1) favorable vehicle pricing effect due primarily toGMNA of $1.9 billion; (2) favorable vehicle mix due primarily to GMNA of $1.3 billion and GMSA of $0.6 billion; partially offset by (3) Other of $1.9billion due primarily to unfavorable net foreign currency effect of $2.3 billion due from the weakening of the Brazilian Real, Argentinian Peso and VenezuelaBolivar Fuerte against the U.S. Dollar; partially offset by increased other revenue of $0.4 billion due primarily to increases in OnStar and parts andaccessories revenue; and (4) decreased wholesale volumes.In the year ended December 31, 2013 GM Financial Total sales and revenue increased due primarily to: (1) increased finance charge income of $1.0 billiondue to growth in the portfolio resulting from the acquisition of Ally Financial’s international operations and increased originations; and (2) increased leasedvehicle income of $0.3 billion due to the increased size of the leased asset portfolio.In the year ended December 31, 2012 Automotive Total net sales and revenue increased due primarily to: (1) favorable vehicle mix due primarily to GMSAof $1.6 billion, GMNA of $0.7 billion and GME of $0.4 billion; (2) increased wholesale volumes due primarily to GMNA of $3.8 billion and GMIO of $1.4billion; partially offset by decreases in GME of $2.4 billion and GMSA of $0.6 billion; (3) favorable vehicle pricing effect due primarily to GMIO of $0.8billion, GMNA of $0.5 billion and GMSA of $0.5 billion; partially offset by (4) Other of $5.3 billion due primarily to unfavorable net foreign currencyeffect of $3.7 billion due primarily to the weakening of the Brazilian Real, Euro, Korean Won, Argentinian Peso and South African Zar against the U.S.Dollar; decreased revenues from powertrain and parts sales of $0.7 billion due to decreased volumes; reduction in favorable lease residual adjustments of $0.5billion; decreased revenues from rental car leases of $0.2 billion; and decreased revenues due to the deconsolidation of VM Motori (VMM) in June 2011 of$0.1 billion.In the year ended December 31, 2012 GM Financial Total sales and revenue increased due primarily to: (1) increased finance charge income of $0.3 billion,due to a larger portfolio; and (2) increased leased vehicles income of $0.2 billion due to the increased size of the leased asset portfolio.Automotive Cost of Sales 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 $5.3Automotive gross margin$17,167 $10,059 $7,108 70.7% 32Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES 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)% The most significant element of our Automotive cost of sales is material cost which makes up approximately two-thirds of the total amount excludingadjustments. The remaining portion includes labor costs, depreciation and amortization, engineering, and policy, product warranty and recall campaigns.In the year ended December 31, 2013 Automotive cost of sales decreased due primarily to: (1) Other of $7.3 billion due to decreased impairment charges of$2.8 billion for long-lived assets and intangible assets; decreased pension settlement losses of $2.5 billion; the favorable effect of $1.3 billion resulting fromthe reversal of the Korea wage litigation accrual in 2013 compared to accruals related to the litigation in 2012; favorable net foreign currency effect of $0.9billion due primarily to the weakening of the Brazilian Real against the U.S. Dollar; and reduction in unfavorable warranty and policy adjustments of $0.7billion; partially offset by increased material and freight costs of $0.4 billion; increased costs of $0.2 billion related to parts and accessories sales; and netincreased manufacturing expenses of $0.1 billion due primarily to new launch costs offset by reduced depreciation and amortization; (2) decreased costsrelated to decreased wholesale volumes; partially offset by (3) unfavorable vehicle mix due primarily to GMNA of $1.3 billion, GMSA of $0.4 billion andGMIO of $0.4 billion.In the year ended December 31, 2012 Automotive cost of sales increased due primarily to: (1) Other of $5.2 billion due primarily to increased employeecosts of $4.1 billion including increased pension settlement losses and decreased net pension and other postretirement benefits (OPEB) income and separationcosts; impairment charges of $3.7 billion for long-lived assets and intangible assets; increased manufacturing expense of $1.4 billion due to new launches;increased policy and product warranty expense of $0.2 billion; partially offset by favorable net foreign currency effect of $3.3 billion due primarily to theweakening of the Brazilian Real, Euro, Korean Won, Argentinian Peso and South African Zar against the U.S. Dollar; decreased engineering expense of $0.5billion; decreased costs of $0.3 billion related to powertrain and parts sales; and decreased costs of $0.1 billion due to the deconsolidation of VMM in June2011; (2) unfavorable vehicle mix due primarily to GMNA of $1.3 billion, GMSA of $1.2 billion and GME of $0.8 billion; and (3) increased costs related toincreased wholesale volumes due primarily to GMNA of $2.7 billion; partially offset by a decrease in GME of $1.9 billion.GM Financial Operating and Other Expenses Years Ended December 31, Year Ended 2013 vs. 2012 Change Year Ended 2012 vs. 2011 Change 2013 2012 2011Amount % Amount %GM Financial operating and otherexpenses$2,448 $1,207 $785 $1,241 102.8% $422 53.8%In the year ended December 31, 2013 GM Financial operating and other expenses increased primarily due to: (1) an increase in interest expense of $0.4 billiondue to higher average debt outstanding in 2013 compared to 2012, primarily resulting from the acquisition of Ally Financial’s international operations; (2) anincrease in employee and other operating costs of $0.4 billion due primarily to the acquisition of Ally Financial’s international operations and an increase inheadcount; (3) an increase in the provision for loan losses of $0.2 billion due primarily to growth of the consumer loan portfolio; and (4) an increase indepreciation expense of $0.2 billion due primarily to the increased size of the leased asset portfolio.In the year ended December 31, 2012 GM Financial operating and other expenses increased primarily due to: (1) an increase in depreciation expense of $0.1billion due to the increased size of the leased asset portfolio; (2) an increase in the provision for loan losses of $0.1 billion due primarily to growth of theconsumer loan portfolio; (3) an increase in interest expense of $0.1 billion due to higher average debt outstanding in 2012 compared to 2011; and (4) anincrease in employee costs of $0.1 billion due primarily to a 9% increase in employee headcount to support growth in GM Financial's business.Automotive Selling, General and Administrative Expense33Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Years Ended December 31, Year Ended 2013 vs. 2012 Change Year Ended 2012 vs. 2011 Change 2013 2012 2011Amount % Amount %Automotive selling, general andadministrative expense$12,382 $14,031 $12,163 $(1,649) (11.8)% $1,868 15.4%In the year ended December 31, 2013 Automotive selling, general and administrative expense decreased due primarily to: (1) impairment charges in GME forintangibles and long-lived assets of $1.8 billion that occurred in 2012 but not in 2013; and (2) a premium paid of $0.4 billion on the common stock purchasefrom the UST that occurred in 2012 but not in 2013; partially offset by (3) costs related to our plans to cease mainstream distribution of Chevrolet brand inEurope of $0.5 billion.In the year ended December 31, 2012 Automotive selling, general and administrative expense increased due primarily to: (1) impairment charges in GME forintangibles and long-lived assets of $1.8 billion; and (2) a premium paid of $0.4 billion on the common stock purchase from the UST; partially offset by (3)favorable net foreign currency effect of $0.3 billion due to the weakening of certain currencies against the U.S. Dollar.Goodwill Impairment Charges Years Ended December 31, Year Ended 2013 vs. 2012 Change Year Ended 2012 vs. 2011 Change 2013 2012 2011Amount % Amount %Goodwill impairment charges$541 $27,145 $1,286 $(26,604) (98.0)% $25,859 n.m.__________n.m. = not meaningfulIn the year ended December 31, 2013 Goodwill impairment charges decreased as we recorded charges of $0.5 billion in GMIO in 2013 as compared tocharges of $26.4 billion, $0.6 billion and $0.2 billion in GMNA, GME and GMIO in 2012. Refer to Note 10 to our consolidated financial statements foradditional information related to our Goodwill impairment charges.In the year ended December 31, 2012 the Goodwill impairment charges increased as we recorded charges of $26.4 billion, $0.6 billion and $0.2 billion inGMNA, GME and GMIO in 2012 as compared to charges of $1.0 billion and $0.3 billion in GME and GMIO in 2011. Refer to Note 10 to our consolidatedfinancial statements for additional information related to our Goodwill impairment charges.Automotive Interest Expense Years Ended December 31, Year Ended 2013 vs. 2012 Change Year Ended 2012 vs. 2011 Change 2013 2012 2011Amount % Amount %Automotive interest expense$334 $489 $540 $(155) (31.7)% $(51) (9.4)%In the year ended December 31, 2013 Automotive interest expense decreased due primarily to the redemption of GM Korea’s preferred shares in December2012 and April 2013.In the year ended December 31, 2012 the decrease in Automotive interest expense was insignificant, as the composition of our debt and related interest ratesdid not change significantly compared to 2011.Interest Income and Other Non-Operating Income, net Years Ended December 31, Year Ended 2013 vs. 2012 Change Year Ended 2012 vs. 2011 Change 2013 2012 2011Amount % Amount %Interest income and other non-operatingincome, net$1,063 $845 $851 $218 25.8% $(6) (0.7)%In the year ended December 31, 2013 Interest income and other non-operating income, net increased due primarily to: (1) a gain of $0.5 billion related to thesale of our Ally Financial investment in 2013; and (2) favorable effect of $0.4 billion due to a $0.2 billion gain on the sale of the PSA stock in 2013 comparedto a $0.2 billion impairment charge in 2012; partially offset by (3)34Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESunfavorable $0.2 billion foreign currency effect related to intercompany foreign currency denominated loans; (4) decreased insurance recoveries of $0.1 billion;(5) decreased interest income of $0.1 billion; (6) decreased gain on the sale of machinery and equipment of $0.1 billion; and (7) unfavorable effect of $0.1billion gain on the purchase of GMAC de Venezuela in 2012 that did not occur in 2013.In the year ended December 31, 2012 Interest income and other non-operating income, net remained flat due primarily to: (1) a gain of $0.3 billion related tothe sale of our Ally Financial preferred stock in 2011 which did not recur in 2012; (2) an impairment charge of $0.2 billion related to our investment in PSA;(3) a charge of $0.1 billion to record General Motors Strasbourg S.A.S. (GMS) assets and liabilities to estimated fair value; (4) decreased interest income of$0.1 billion; and (5) derivative losses of $0.1 billion related to fair value adjustments; offset by (6) an impairment charge of $0.6 billion related to ourinvestment in Ally Financial common stock in 2011 which did not recur in 2012; and (7) income related to insurance recoveries of $0.2 billion.Gain (Loss) on Extinguishment of Debt Years Ended December 31, Year Ended 2013 vs. 2012 Change Year Ended 2012 vs. 2011 Change 2013 2012 2011Amount % Amount %Gain (loss) on extinguishment of debt$(212) $(250) $18 $38 15.2% $(268) n.m.__________n.m. = not meaningfulIn the years ended December 31, 2013 and December 31, 2012 we recorded losses on extinguishment of debt primarily related to the early redemption of theGM Korea redeemable preferred shares.Equity Income and Gain on Investments Years Ended December 31, Year Ended 2013 vs. 2012 Change Year Ended 2012 vs. 2011 Change 2013 2012 2011Amount % Amount %China joint ventures (China JVs)$1,763 $1,521 $1,511 $242 15.9% $10 0.7 %New Delphi (including gain ondisposition)— — 1,727 — n.m. (1,727) n.m.Others47 41 (46) 6 14.6% 87 n.m.Total equity income and gain oninvestments$1,810 $1,562 $3,192 $248 15.9% $(1,630) (51.1)%__________n.m. = not meaningfulIn the year ended December 31, 2013 Equity income and gain on investments increased due primarily to a $0.2 billion increase in earnings of our ChinaJVs.In the year ended December 31, 2012 Equity income and gain on investments decreased due primarily to a $1.6 billion gain related to the sale of our DelphiAutomotive LLP (New Delphi) Class A Membership Interests and related equity income for the year ended December 31, 2011 that did not recur for the yearended December 31, 2012.Income Tax Expense (Benefit) Years Ended December 31, Year Ended 2013 vs. 2012 Change Year Ended 2012 vs. 2011 Change 2013 2012 2011Amount % Amount %Income tax expense (benefit)$2,127 $(34,831) $(110) $36,958 n.m. $(34,721) n.m.__________n.m. = not meaningfulIn the year ended December 31, 2013 our effective tax rate was 28.5%. Income tax expense increased due primarily to the deferred tax asset valuationallowance reversal of $36.3 billion in the U.S. and Canada that occurred in 2012.35Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESIn the year ended December 31, 2012 income tax benefit increased due primarily to: (1) deferred tax asset valuation allowance reversals of $36.3 billion inthe U.S. and Canada in 2012 as compared to $0.5 billion in Australia in 2011; and (2) change in U.S. federal tax elections which permitted us to record a taxbenefit of $1.1 billion related to foreign tax credits; partially offset by (3) current year U.S. income tax provision of $1.4 billion; and (4) income tax allocationfrom Accumulated other comprehensive loss to Income tax expense (benefit) of $0.6 billion related to the U.S. salary pension plan.Refer to Note 18 to our consolidated financial statements for additional information related to our income tax expense (benefit).Reconciliation of Consolidated, Automotive and GM Financial Segment ResultsNon-GAAP MeasuresManagement believes earnings before interest and tax (EBIT)-adjusted provides meaningful supplemental information regarding our automotive segments'operating results because it excludes interest income, interest expense and income taxes as well as certain additional adjustments. Such adjustments includeimpairment charges related to goodwill, other long-lived assets under certain circumstances and certain investments, gains or losses on thesettlement/extinguishment of obligations and gains or losses on the sale of non-core investments.Management believes free cash flow and adjusted free cash flow provide meaningful supplemental information regarding the liquidity of our automotiveoperations and our ability to generate sufficient cash flow above those required in our business to sustain our operations. We measure free cash flow as cashflow from operations less capital expenditures. We measure adjusted free cash flow as free cash flow adjusted for management actions, primarily related tostrengthening our balance sheet, such as accrued interest on prepayments of debt and voluntary contributions to employee benefit plans.Management believes these measures allow it to readily view operating trends, perform analytical comparisons and benchmark performance between periodsand among geographic regions. We believe these non-GAAP measures are useful in allowing for greater transparency of our core operations and are thereforeused by management in its financial and operational decision-making. Management does not consider the excluded items when assessing and measuring theoperational and financial performance of the organization, its management teams and when making decisions to allocate resources, such as capital investment,among business units and for internal reporting and as part of its forecasting and budgeting processes.While management believes that these non-GAAP measures provide useful information, they are not operating measures under U.S. GAAP and there arelimitations associated with their use. Our calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies dueto potential differences between companies in the method of calculation. As a result the use of these non-GAAP measures has limitations and should not beconsidered in isolation from, or as a substitute for, other measures such as Net income, Net income attributable to stockholders or operating cash flow. Due tothese limitations, these non-GAAP measures are used as supplements to U.S. GAAP measures.Management believes income before income taxes provides meaningful supplemental information regarding GM Financial's operating results. GM Financialuses a separate measure from our automotive operations because management believes interest income and interest expense are part of operating results whenassessing and measuring the operational and financial performance of the segment.The following tables summarize the reconciliation of our automotive segments EBIT-adjusted and GM Financial's income before income taxes to Net incomeattributable to stockholders and provides supplemental detail of the adjustments, which are presented net of noncontrolling interests (dollars in millions):36Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Years Ended December 31, 2013 2012 2011Automotive 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)%GMIO1,230 16.0 % 2,528 35.5 % 2,232 29.1 %GMSA327 4.3 % 457 6.4 % 158 2.1 %Corporate and eliminations(494) (6.4)% (400) (5.6)% (446) (5.8)%Total automotive EBIT-adjusted7,680 100.0 % 7,116 100.0 % 7,682 100.0 %Adjustments(790) (36,106) 861 Corporate interest income249 343 455 Automotive interest expense338 489 540 Loss on extinguishment of debt212 250 — Automotive Financing GM Financial income before income taxes898 744 622 Adjustments(15) — — Consolidated Eliminations1 (1) — Income tax expense (benefit)2,127 (34,831) (110) Net income attributable to stockholders$5,346 $6,188 $9,190 Our automotive operations interest and income taxes are recorded centrally in Corporate; therefore, there are no reconciling items for our automotive operatingsegments between EBIT-adjusted and Net income attributable to stockholders. Year Ended December 31, 2013 GMNA GME GMIO GMSA Corporate TotalImpairment charges of property and intangible assets$— $— $(774) $— $— $(774)Costs related to our plans to cease mainstream distribution of Chevroletbrand in Europe— — (621) — — (621)Reversal of GM Korea wage litigation accrual— — 577 — — 577Gain on sale of equity investment in Ally Financial— — — — 483 483Goodwill impairment charges— — (442) — — (442)Venezuela currency devaluation— — — (162) — (162)Gain on sale of equity investment in PSA— 152 — — — 152Noncontrolling interests related to redemption of the GM Koreamandatorily redeemable preferred shares— — 67 — — 67Pension settlement charges(56) — — — — (56)Charges related to PSA product development agreement(49) — — — — (49)Income related to insurance recoveries5 1 24 5 — 35Total adjustments to automotive EBIT$(100) $153 $(1,169) $(157) $483 $(790)37Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Year Ended December 31, 2012 GMNA GME GMIO GMSA Corporate TotalGoodwill impairment charges$(26,399) $(590) $(132) $— $— $(27,121)Impairment charges of property— (3,714) — — — (3,714)Pension settlement charges(2,662) — — — — (2,662)Impairment charges of intangible assets— (1,755) — — — (1,755)Premium paid to purchase our common stock from the UST— — — — (402) (402)GM Korea wage litigation accrual— — (336) — — (336)Impairment charge related to investment in PSA— (220) — — — (220)Income related to insurance recoveries9 7 112 27 — 155Charge to record GMS assets and liabilities to estimated fair value— (119) — — — (119)Noncontrolling interests related to redemption of the GM Koreamandatorily redeemable preferred shares— — 68 — — 68Total adjustments to automotive EBIT$(29,052) $(6,391) $(288) $27 $(402) $(36,106) Year Ended December 31, 2011 GMNA GME GMIO GMSA Corporate TotalGain on sale of our New Delphi Class A Membership Interests$1,645 $— $— $— $— $1,645Goodwill impairment charges— (1,016) (258) — — (1,274)Gain related to HCT settlement749 — — — — 749Impairment related to Ally Financial common stock— — — — (555) (555)Gain on sale of Ally Financial preferred stock— — — — 339 339Charges related to GM India— — (106) — — (106)Gain on extinguishment of debt— — — 63 — 63Total adjustments to automotive EBIT$2,394 $(1,016) $(364) $63 $(216) $861GM North America 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 $5.2EBIT-adjusted$7,461 $6,470 $991 15.3% $0.5 $— $1.9 $(1.4) $1.0 (Vehicles in thousands) Wholesale vehicle sales3,276 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) $3.9EBIT-adjusted$6,470 $6,779 $(309) (4.6)% $1.1 $(0.6) $0.5 $(1.3) $(0.3) (Vehicles in thousands) Wholesale vehicle sales3,207 3,053 154 5.0 % GMNA Total Net Sales and Revenue38Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESIn the year ended December 31, 2013 Total net sales and revenue increased due primarily to: (1) favorable vehicle pricing related to recent vehicle launchessuch as Chevrolet Silverado and GMC Sierra; (2) increased wholesale volumes due to increased industry demand and successful recent vehicle launches suchas the Buick Encore, Cadillac ATS, Chevrolet Silverado, Chevrolet Spark, and GMC Sierra; and (3) favorable vehicle mix related to improving marketsegments containing higher revenue vehicles including crossovers and trucks.In the year ended December 31, 2012 Total net sales and revenue increased due primarily to: (1) increased wholesale volumes due to increased industrydemand and successful recent vehicle launches such as the Buick Verano, Cadillac ATS, Cadillac XTS, Chevrolet Sonic and Chevrolet Spark; (2) favorablevehicle mix due to increases in Cadillac ATS, Cadillac XTS, Chevrolet Silverado and GMC Sierra; and (3) favorable vehicle pricing related to recent vehiclelaunches such as Chevrolet Malibu, Chevrolet Traverse, GMC Acadia and Buick Enclave; partially offset by (4) Other of $1.1 billion due primarily toreduction in favorable lease residual adjustments of $0.5 billion; and unfavorable net foreign currency effect of $0.2 billion due to the weakening of theCanadian Dollar (CAD) and Mexican Peso against the U.S. Dollar.GMNA EBIT-AdjustedThe most significant factors which influence GMNA's profitability are industry volume (primarily U.S. seasonally adjusted annual rate) and market share.While not as significant as industry volume and market share, another factor affecting profitability is the relative mix of vehicles (cars, trucks, crossovers)sold. Variable profit is a key indicator of product profitability. Variable profit is defined as revenue less material cost, freight, the variable component ofmanufacturing expense, and policy and warranty expense. Vehicles with higher selling prices generally have higher variable profit. Trucks sold in the U.S.currently have a variable profit of approximately 160% of our portfolio on a weighted-average basis. Crossover vehicles' variable profits are in line with theoverall portfolio on a weighted-average basis, and cars are approximately 50% of the portfolio on a weighted-average basis.In the year ended December 31, 2013 EBIT-adjusted increased due primarily to: (1) favorable vehicle pricing; and (2) increased wholesale volumes; partiallyoffset by (3) unfavorable Other of $1.4 billion primarily due to increased material and freight costs including new launches of $1.1 billion; increasedmanufacturing expense, including new launches, of $0.3 billion; increased engineering expense of $0.3 billion; and increased depreciation and amortizationexpense of $0.2 billion, partially offset by a reduction in unfavorable warranty and policy adjustments of $0.6 billion.In the year ended December 31, 2012 EBIT-adjusted decreased due primarily to: (1) unfavorable vehicle mix due to increase in lower margin vehicles; and(2) Other of $1.3 billion due primarily to decreased U.S. pension income of $0.8 billion due to December 31, 2011 plan remeasurements; increasedmanufacturing expense, including new launches, of $0.6 billion; reduction in favorable lease residual adjustments of $0.5 billion; and unfavorable policyand warranty adjustments of $0.2 billion; partially offset by decreased engineering expense and other technology fees of $0.5 billion; and decreased materialand freight costs of $0.4 billion. These were partially offset by: (3) increased net wholesale volumes; and (4) favorable vehicle pricing effect.GM EuropeDuring the second half of 2011 and continuing into 2013, the European automotive industry has been severely affected by high unemployment and a lack ofconsumer confidence coupled with manufacturing overcapacity. European automotive industry sales to retail and fleet customers were 19 million vehicles inthe year ended December 31, 2013, representing a 1.1% decrease compared to the corresponding period in 2012.OutlookWe have formulated a plan and are implementing various actions to strengthen our operations and increase our competitiveness. The key areas includeinvestments in our product portfolio, a revised brand strategy, significant management changes, reducing material, development and production costs,including restructuring activities. The success of our plan will depend on a combination of our ability to execute the actions contemplated, as well as externalfactors which are outside of our control. We believe it is likely that adverse economic conditions and their effect on the European automotive industry will notimprove significantly in the near-term; however, we expect to break even in GME by mid-decade.GME Total Net Sales and Revenue and EBIT (Loss)-Adjusted39Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESYears Ended December 31,Year Ended 2013 vs. 2012 ChangeVariance Due To20132012Favorable/(Unfavorable)%VolumeMixPriceOtherTotal(Dollars in millions)(Dollars in billions)Total net sales and revenue$20,110$20,689$(579)(2.8)%$(0.6)$—$(0.2)$0.2$(0.6)EBIT (loss)-adjusted$(844)$(1,939)$1,095(56.5)%$(0.1)$(0.2)$(0.2)$1.6$1.1 (Vehicles in thousands) Wholesale vehicle sales1,047 1,079 (32) (3.0)% Years Ended December 31,Year Ended 2012 vs. 2011 ChangeVariance Due To20122011Favorable/(Unfavorable)%VolumeMixPriceOtherTotal(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 sales1,079 1,240 (161) (13.0)% GME Total Net Sales and RevenueIn the year ended December 31, 2013 Total net sales and revenue decreased due primarily to: (1) decreased wholesale volumes due to the weak Europeaneconomy; and (2) unfavorable vehicle pricing primarily resulting from increased incentive support associated with difficult market conditions; partially offsetby (3) Other of $0.2 billion due primarily to favorable net foreign currency effect.In the year ended December 31, 2012 Total net sales and revenue decreased due primarily to: (1) decreased wholesale volumes due to the weak Europeaneconomy; (2) unfavorable price effects primarily resulting from increased incentive support associated with strong competition; and (3) Other of $2.3 billiondue primarily to unfavorable net foreign currency effect of $1.7 billion resulting from the strengthening of the U.S. Dollar against the Euro, Russian Ruble,Hungarian Forint, Turkish Lira and British Pound; decreased parts, accessories and powertrain engine and transmission sales of $0.5 billion associated withlower demand; and a decrease of $0.1 billion due to the deconsolidation of VMM in June 2011; partially offset by (4) favorable vehicle mix due to the newgeneration Astra GTC, Opel Mokka and Ampera and increased sales of other higher priced vehicles.GME EBIT (Loss)-AdjustedIn the year ended December 31, 2013 EBIT (loss)-adjusted decreased due primarily to: (1) Other of $1.6 billion due primarily to decreased manufacturingcosts of $0.7 billion mainly resulting from decreased depreciation expense because of asset impairments in December 2012, which decreased the depreciablebase; decreased engineering expenses of $0.3 billion; favorable material and freight costs of $0.3 billion; and a favorable net effect of changes in the fair valueof an embedded foreign currency derivative asset of $0.2 billion associated with a long-term supply agreement; partially offset by (2) unfavorable net vehiclemix due to lower proportion of higher priced vehicles; (3) unfavorable vehicle pricing; and (4) decreased wholesale volumes.In the year ended December 31, 2012 EBIT (loss)-adjusted increased due primarily to: (1) decreased wholesale volumes; (2) unfavorable net vehicle mix;and (3) unfavorable price effects; partially offset by (4) Other of $0.2 billion due primarily to lower manufacturing and material costs of $0.4 billion; andfavorable net foreign currency effect of $0.1 billion resulting from the strengthening of the U.S. Dollar against the Euro, Russian Ruble, Hungarian Forint,Turkish Lira, and British Pound; partially offset by a decrease of $0.2 billion resulting from the net effect of changes in an embedded foreign currencyderivative asset associated with a long-term supply agreement; and decreased parts, accessories and powertrain engine and transmission sales of $0.2 billion,associated with lower demand.GM International OperationsWe have strategically assessed the manner in which we operate in certain countries within GMIO, including our cost structure, the level of local sourcing,the level of investment in the product portfolio, the allocation of production activity to the existing manufacturing base and our brand strategy. These strategicreviews considered the effects that recent and forecasted deterioration40Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESin local market conditions would have on our operations. While we are continuing our strategic assessments, we have taken certain actions and incurredimpairment and other charges as detailed below.Withdrawal of the Chevrolet Brand from EuropeIn December 2013 we announced our plans to cease mainstream distribution of Chevrolet brand in Western and Central Europe in 2015 due to thechallenging business model and difficult economic situation in Europe. The results of our Chevrolet operations in Western and Central Europe, which aresubsidiaries of our GM Korea operations, are reflected in the financial results of our GMIO region. This action is expected to improve our European operationsthrough a further strengthening of our Opel and Vauxhall brands and reduce the market complexity associated with both Opel and Chevrolet products inWestern and Central Europe. In the three months ended December 31, 2013 we recorded pre-tax charges of $0.6 billion, net of noncontrolling interests of23.0%, consisting of intangible asset impairment charges, dealer restructuring costs, sales incentive and inventory related costs and employee severance andother costs. We may incur additional charges of up to $0.3 billion through the first half of 2014 primarily for dealer restructuring costs and sales incentives.Refer to Note 19 of our consolidated financial statements for additional information.HoldenIn December 2013 we announced plans to cease vehicle and engine manufacturing and significantly reduce engineering operations at Holden by the end of2017. Holden will continue to sell imported vehicles through its Holden dealer network and maintain its global design studio. Our Australian operations havebeen subject to unfavorable market conditions including the sustained strength of the Australian dollar, high cost of production and a small but highlycompetitive and fragmented domestic automotive market. In the three months ended December 31, 2013 we recorded pre-tax charges of $0.5 billion consistingof asset impairment charges including property, plant and equipment and exit-related costs including certain employee severance related costs. We expect toincur additional charges through 2017 for incremental future cash payments of employee severance once negotiations of the amount are completed. Refer toNote 19 of our consolidated financial statements for additional information.GM IndiaIn the three months ended December 31, 2013 we performed a strategic assessment of GM India in response to lower than expected sales performance of ourcurrent product offerings in India, higher raw material costs, unfavorable foreign exchange rates and recent deterioration in local market conditions. As a resultwe recorded pre-tax asset impairment charges of $0.3 billion, net of noncontrolling interests of 9.2%, to adjust the carrying amount of GM India’s real andpersonal property, Intangible assets, net and Goodwill. Our strategic assessment also outlines planned actions requiring additional future investments andmodifications to our existing GM India business model that are needed to reach profitability in the medium to long-term. There are no assurances that theforecasted financial results outlined in the strategic assessment will be achieved. Refer to Note 9 of our consolidated financial statements for additionalinformation.Goodwill Impairment ChargesWe recorded Goodwill impairment charges of $0.5 billion in the year ended December 31, 2013 primarily related to our GM Korea and GM India reportingunits.Focus on Chinese MarketWe view the Chinese market as important to our global growth strategy and are employing a multi-brand strategy, led by our Buick and Chevrolet brands.In the coming years, we plan to increasingly leverage our global architectures to increase the number of nameplates under the Buick, Chevrolet and Cadillacbrands in China and continue to grow our business under the Baojun, Jiefang and Wuling brands. We operate in the Chinese market through a number ofjoint ventures and maintaining good relations with our joint venture partners, which are affiliated with the Chinese government, is an important part of ourChina growth strategy.The following tables summarize certain key operational and financial data for the China JVs (dollars in millions, vehicles in thousands):41Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Years Ended December 31, 2013 2012 2011Total wholesale vehicles(a)3,239 2,909 2,573Market share14.3% 14.6% 13.6%Total net sales and revenue$38,767 $33,364 $30,511Net income$3,685 $3,198 $3,203_______(a)Including vehicles exported to markets outside of China. December 31, 2013 December 31, 2012Cash and cash equivalents$6,606 $5,522Debt$151 $123GMIO Total Net Sales and Revenue and EBIT-Adjusted 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 sales1,037 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) $1.9EBIT-adjusted$2,528 $2,232 $296 13.3% $0.5 $(0.1) $0.8 $(0.9) $0.3 (Vehicles in thousands) Wholesale vehicle sales1,109 1,039 70 6.7% GMIO Total Net Sales and RevenueThe vehicle sales of our China JVs and of GM India prior to September 1, 2012, the date we consolidated GM India, are not recorded in Total net sales andrevenue. The results of our nonconsolidated joint ventures are recorded in Equity income and gain on investments. Refer to Notes 3 and 8 to our consolidatedfinancial statements for further detail on the acquisition of GM India.In the year ended December 31, 2013 Total net sales and revenue decreased due primarily to: (1) decreased wholesale volume of 129,000 vehicles (or 11.6%)primarily in Middle East and Chevrolet brand vehicles in Europe partially offset by an increase from the consolidation of GM India effective September 2012resulting in an additional 57,000 wholesale vehicle sales (or 5.0%) in 2013; (2) unfavorable pricing due to increased incentive support associated with strongcompetition; (3) unfavorable vehicle mix; and (4) Other of $0.8 billion due primarily to unfavorable net foreign currency effect due to the weakening of theAustralian Dollar, the South Africa Rand and the Egyptian Pound against the U.S. Dollar of $0.5 billion and decreased sales of components, parts andaccessories of $0.3 billion.In the year ended December 31, 2012 Total net sales and revenue increased due primarily to: (1) increased wholesale volume of 41,000 vehicles (of 4.0%) dueprimarily to strong industry growth across the region; coupled with an increase from the consolidation of GM India effective September 2012 resulting in aninclusion of 29,000 wholesale vehicle sales (or 2.8%); (2) favorable pricing due to higher pricing on new models launched; and (3) favorable vehicle mix dueto increased export of new product; partially offset by (4) Other of $0.6 billion due primarily to unfavorable net foreign currency effect due to the weakening ofthe Korean Won and South Africa Rand against the U.S. Dollar of $0.5 billion; and decrease in components, parts and accessories revenue of $0.1 billion.GMIO EBIT-Adjusted42Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESIn the year ended December 31, 2013 EBIT-adjusted decreased due primarily to: (1) unfavorable net vehicle mix primarily in Middle East and Australianmarkets; (2) unfavorable pricing excluding $0.2 billion sales incentive related to withdrawal of the Chevrolet brand from Europe; (3) unfavorable netwholesale volumes; and (4) Other of $0.2 billion due primarily to unfavorable manufacturing costs of $0.3 billion; unfavorable net foreign currency effect of$0.2 billion; and a decrease in sales of components, parts and accessories of $0.2 billion; partially offset by favorable material and freight cost of $0.3billion; and increased equity income, net of tax of $0.2 billion, from our interest in the increased net income of our China JVs.In the year ended December 31, 2012 EBIT-adjusted increased due primarily to: (1) favorable pricing due to higher pricing on new models launched; and (2)favorable net wholesale volumes; partially offset by (3) unfavorable net vehicle mix; and (4) Other of $0.9 billion due primarily to increased costs of $1.0billion due primarily to increased material, freight and manufacturing costs; partially offset by net gain of $0.1 billion measured as the difference between thefair value of our 50% interest in GM India and the investment carrying amount at the date of acquisition.GM South AmericaVenezuelan OperationsOur Venezuelan subsidiaries functional currency is the U.S. Dollar because of the hyperinflationary status of the Venezuelan economy.Effective February 13, 2013 the Venezuelan government set the official fixed exchange rate of the Bolivar Fuerte (BsF) at BsF 6.3 to $1.00 from BsF 4.3 to$1.00. The devaluation resulted in a charge of $0.2 billion in the three months ended March 31, 2013 from the remeasurement of our Venezuelan subsidiaries'non-U.S. Dollar denominated monetary assets and liabilities. We believe it is possible that the Venezuelan government may further devalue the BsF against theU.S. Dollar in the future. If the BsF were devalued further, it would result in a charge to our income statement in the period of devaluation. Based on ourDecember 31, 2013 net monetary assets, a charge of approximately $0.1 billion would result for every 10% devaluation of the BsF.In December 2013 a new decree became effective requiring the government of Venezuela to set prices for all vehicles, parts and accessories sold in thecountry. In addition the Venezuelan government has foreign exchange control regulations that make it difficult to convert BsF to U.S. Dollars which affect ourVenezuelan subsidiaries’ ability to pay non-BsF denominated obligations and to pay dividends. In January 2014 the Venezuelan government announcedchanges to the foreign exchange process which could affect the rate at which our Venezuelan subsidiaries buy dollars. These regulations, when considered withother governmental policies impacting labor force reductions and other circumstances in Venezuela, may limit our ability to fully benefit from and maintainour controlling financial interest in our Venezuelan subsidiaries. The financial impact on our operations in Venezuela of these events and associated ongoingrestrictions are uncertain.The total amounts pending government approval for settlement in U.S. Dollar at December 31, 2013 and 2012 were BsF 3.7 billion (equivalent to $0.6billion) and BsF 2.2 billion (equivalent to $0.5 billion). These amounts include requests in the amount of BsF 0.6 billion (equivalent to $0.1 billion) that havebeen pending from 2007. Our Venezuelan subsidiaries net assets were $0.9 billion at December 31, 2013, including net monetary assets of $1.0 billion. AtDecember 31, 2013 other consolidated entities had receivables from our Venezuelan subsidiaries denominated in other currencies of $0.5 billion.GMSA Total Net Sales and Revenue and EBIT-Adjusted 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 sales1,053 1,050 3 0.3 % 43Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES 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) $0.1EBIT-adjusted$457 $158 $299 189.2 % $(0.2) $0.4 $0.5 $(0.4) $0.3 (Vehicles in thousands) Wholesale vehicle sales1,050 1,090 (40) (3.7)% __________n.m. = not meaningfulGMSA Total Net Sales and RevenueIn the year ended December 31, 2013 Total net sales and revenue decreased due primarily to: (1) Other of $1.7 billion due primarily to unfavorable netforeign currency effect due to the strengthening of the U.S. Dollar against the Brazilian Real and Argentinian Peso and the devaluation of the VenezuelanBolivar of $1.9 billion; partially offset by increased revenue from parts and accessories sales of $0.1 billion; partially offset by (2) favorable vehicle pricingprimarily due to high inflation in Venezuela and Argentina; and (3) favorable vehicle mix due to increased sales of the Chevrolet Trailblazer, ChevroletCaptiva, Chevrolet Orlando, Chevrolet Tahoe and Chevrolet S10.In the year ended December 31, 2012 Total net sales and revenue increased due primarily to: (1) favorable vehicle mix due to increased sales of ChevroletCruze and Chevrolet S10; and (2) favorable vehicle pricing primarily due to high inflation in Venezuela and Argentina; partially offset by (3) decreasedwholesale volumes due to deteriorated market share driven by increased competition and aggressive pricing in the market; and (4) Other of $1.4 billion dueprimarily to unfavorable net foreign currency effect due to the strengthening of the U.S. Dollar against the Brazilian Real and Argentinian Peso and thedevaluation of the BsF of $1.5 billion; partially offset by increased revenue from parts and accessories sales of $0.1 billion.GMSA EBIT-AdjustedIn the year ended December 31, 2013 EBIT-adjusted decreased due primarily to: (1) Other of $1.3 billion due primarily to unfavorable net foreign currencyeffect as a result of the strengthening of the U.S. Dollar against the Brazilian Real and Argentinian Peso and the devaluation of the Venezuelan Bolivar of $1.1billion; increased selling, general and administrative expense mainly due to a decrease in contingency reserves of $0.1 billion in the corresponding period of2012 due to the resolution of certain items at amounts lower than previously expected; and a gain of $50 million on the purchase of GMAC de Venezuela CAin the corresponding period of 2012; partially offset by (2) favorable vehicle pricing effect primarily driven by high inflation in Venezuela and Argentina; and(3) favorable net vehicle mix.In the year ended December 31, 2012 EBIT-adjusted increased due primarily to: (1) favorable vehicle pricing; and (2) favorable net vehicle mix; partiallyoffset by (3) unfavorable net wholesale volumes; and (4) Other of $0.4 billion due primarily to increased material, freight and manufacturing costs of $0.5billion; and increased administrative and advertising and sales promotion expenses of $0.1 billion to support launches of new products; partially offset bydecreases in contingency reserves of $0.1 billion due to the resolution of certain items at amounts lower than previously expected; and a bargain purchase gainof $50 million on the purchase of GMAC de Venezuela CA.GM Financial44Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Years Ended December 31, Year Ended 2013 vs. 2012Change Year Ended 2012 vs. 2011Change 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 paid3.4% 3.0% 2.7% 0.4% 0.3% GM Financial RevenueIn the year ended December 31, 2013 Total revenue increased due primarily to: (1) increased finance charge income of $1.0 billion due to the acquisition ofAlly Financial international operations and increased loan originations; and (2) increased leased vehicle income of $0.3 billion due to a larger lease portfolio.In the year ended December 31, 2012 Total revenue increased due primarily to: (1) increased finance charge income of $0.3 billion, due to a larger portfolio;and (2) increased leased vehicles income of $0.2 billion due to the increased size of the leased asset portfolio.GM Financial Income Before Income TaxesIn the year ended December 31, 2013 Income before income taxes increased due primarily to: (1) increased revenue of $1.0 billion; partially offset by (2)increased provision for loan losses; (3) increased interest expenses of $0.4 billion; and (4) increased operating expenses of $0.4 billion. These changes are dueprimarily to the acquisition of the Ally Financial international operations.In the year ended December 31, 2012 Income before income taxes increased due primarily to: (1) increased revenue of $0.6 billion; partially offset by (2)increased leased vehicle expenses of $0.1 billion due to a larger lease portfolio; (3) increased provision for loan losses due to a larger loan portfolio; (4)increased interest expenses of $0.1 billion due primarily to new debt; and (5) increased operating expenses of $0.1 billion due to an increase of personnel tosupport company growth.Corporate(Dollars in Millions) Years Ended December 31, Year Ended 2013 vs. 2012 Change Year Ended 2012 vs. 2011 Change 2013 2012 2011 Amount % Amount %Net income (loss) attributable tostockholders$(2,138) $33,809 $(452) $(35,947) n.m. $34,261 n.m.__________n.m. = not meaningfulNonsegment operations are classified as Corporate. Corporate includes certain centrally recorded income and costs, such as interest, income taxes andcorporate expenditures and certain nonsegment specific revenues and expenses.The following table summarizes the changes in Corporate Net income (loss) attributable to stockholders (dollars in billions):45Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Years Ended 2013 vs. 2012 2012 vs. 2011Deferred tax asset valuation allowance release in U.S. and Canada$(36.3) $36.3Other tax related matters(0.5) (1.4)Impairment of investment in Ally Financial common stock— 0.6Premium paid to purchase common stock from UST0.4 (0.4)Gain on sale of Ally Financial preferred and common stock0.5 (0.3)Loss on extinguishment of debt— (0.3)Other— (0.2) $(35.9) $34.3Liquidity and Capital ResourcesLiquidity OverviewWe believe that our current level of cash and cash equivalents, marketable securities and availability under our secured revolving credit facilities will besufficient to meet our liquidity needs. However we expect to have substantial cash requirements going forward which we plan to fund through total availableliquidity and cash flows generated from operations. Our future uses of cash, which may vary from time to time based on market conditions and other factors,are centered around three objectives: (1) reinvest in our business; (2) continue to strengthen our balance sheet and competitive position; and (3) return cash toshareholders. Our known future material uses of cash include, among other possible demands: (1) capital expenditures of approximately $7.5 billion annuallyas well as engineering and product development activities; (2) acquiring Ally Financial's equity interests in GMAC-SAIC, as subsequently discussed, forapproximately $0.9 billion; (3) payments for previously announced restructuring activities of up to $1.1 billion; (4) payments to service debt and other long-term obligations; (5) payments to purchase the remaining outstanding shares of our Series A Preferred Stock with a liquidation amount of $3.9 billion oncethe shares become redeemable on or after December 31, 2014; and (6) dividend payments on our common stock that are declared by our Board of Directors.Our liquidity plans are subject to a number of risks and uncertainties, including those described in the “Risk Factors” section of this 2013 Form 10-K,some of which are outside our control. Macroeconomic conditions could limit our ability to successfully execute our business plans and therefore adverselyaffect our liquidity plans.Recent Management InitiativesWe continue to monitor and evaluate opportunities to strengthen our balance sheet and competitive position over the long-term. These actions may includeopportunistic payments to reduce our long-term obligations while maintaining minimal financial leverage as well as the possibility of acquisitions, dispositionsand strategic alliances that we believe would generate significant advantages and substantially strengthen our business. These actions may include additionalloans, investments with our joint venture partners or the acquisitions of certain operations or ownership stakes in outside businesses. These actions maynegatively impact our liquidity in the short-term.In November 2012 GM Financial entered into agreements with Ally Financial to acquire Ally Financial's automotive finance and financial servicesbusinesses in Europe and Latin America and Ally Financial's equity interests in GMAC-SAIC for approximately $4.2 billion. GM Financial has completed theacquisitions of Ally Financial's European and Latin American automotive finance operations for $3.3 billion in 2013. Increases in GM Financial receivablesand GM Financial Short-term and Long-term debt in 2013 compared to 2012 were due primarily to the acquisition. Refer to Note 3 to our consolidated financialstatements for additional information on these acquisitions.In April 2013 GM Korea made a payment of $0.7 billion to acquire, prior to the mandatory redemption date, the remaining balance of GM Korea's sevenpercent mandatorily redeemable preferred shares that had a carrying amount of $0.5 billion. We recorded the difference of $0.2 billion as a loss onextinguishment of debt.In September 2013 we issued $4.5 billion in aggregate principal amount of senior unsecured notes comprising $1.5 billion of 3.5% notes due in 2018, $1.5billion of 4.875% notes due in 2023 and $1.5 billion of 6.25% notes due in 2043. We used proceeds from the issuance of these notes to purchase 120 millionshares of our Series A Preferred Stock from the New VEBA for a total46Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESprice of $3.2 billion, which was equal to 108.1% of their aggregate liquidation amount. The Series A Preferred Stock accrues cumulative dividends at a 9%annual rate. We recorded a loss for the difference between the carrying amount of the Series A Preferred Stock purchased of $2.4 billion and the considerationpaid of $3.2 billion, which reduced Net income attributable to common stockholders by $0.8 billion.In October 2013 we used proceeds from the issuance of the senior unsecured notes to make a payment of $1.2 billion to prepay notes issued to the HCT. TheHCT notes accrued interest at a 7% annual rate. This transaction and the purchase of the Series A Preferred Stock from the New VEBA lowered our overallcost of funding as the senior unsecured notes carry a lower interest rate than the dividends on the Series A Preferred Stock and the interest rate on the HCTnotes.In December 2013 we sold our investment in Ally Financial’s common stock for $0.9 billion. Also in December 2013 we sold our seven percent equity stakein PSA for $0.3 billion. These transactions released capital from non-core investment assets and allow the funds to be used for other corporate purposes.AutomotiveAvailable LiquidityTotal available liquidity includes cash, cash equivalents, marketable securities and funds available under credit facilities. At December 31, 2013 our totalavailable liquidity was $38.3 billion, including funds available under credit facilities of $10.4 billion. The amount of available liquidity is subject to intra-month and seasonal fluctuations and includes balances held by various business units and subsidiaries worldwide that are needed to fund their operations.We manage our liquidity primarily at our treasury centers as well as at certain of our significant consolidated overseas subsidiaries. Available liquidity heldwithin North America and at our regional treasury centers represented approximately 84% of our available liquidity at December 31, 2013. A portion of ouravailable liquidity includes amounts deemed indefinitely reinvested in our foreign subsidiaries. We have used and will continue to use other methods includingintercompany loans to utilize these funds across our global operations as needed.Our cash equivalents and marketable securities balances include investments in U.S. government and agency obligations, foreign government securities,time deposits and corporate debt securities, and are primarily denominated in U.S. Dollars. We expect to maintain a sufficient amount of CAD denominatedcash investments to offset certain CAD denominated liabilities, which primarily relate to pension and OPEB liabilities. These cash investments will incurforeign currency exchange gains or losses based on the movement of the CAD in relation to the U.S. Dollar and will therefore reduce our net CAD foreigncurrency exchange exposure. We held cash investments in CAD denominated securities of $1.7 billion at December 31, 2013. These funds continue to beavailable to fund our normal ongoing operations and are included in our available liquidity.Our investment guidelines, which we may change from time to time, prescribe certain minimum credit worthiness thresholds and limit our exposures to anyparticular sector, asset class, issuance or security type. Substantially all of our current investments in debt securities are with A/A2 or better rated issuers.We use credit facilities as a mechanism to provide additional flexibility in managing our global liquidity and to fund working capital needs at certain of oursubsidiaries. The total size of our credit facilities was $11.2 billion and $11.4 billion at December 31, 2013 and 2012. Our primary borrowing capacity undercredit facilities comes from our secured revolving credit facilities comprising a three-year, $5.5 billion facility maturing in 2015 and a five-year, $5.5 billionfacility maturing in 2017. We have not borrowed against these facilities, but have amounts in use under the letter of credit sub-facility of $0.6 billion atDecember 31, 2013. GM Financial has not borrowed against the three-year facility. Refer to Note 14 to our consolidated financial statements for additionaldetails on our secured revolving credit facilities.The following table summarizes our automotive available liquidity (dollars in millions):47Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES December 31, 2013 December 31, 2012Cash and cash equivalents$18,947 $17,133Marketable securities8,972 8,988Available liquidity27,919 26,121Available under credit facilities10,404 11,119Total available liquidity$38,323 $37,240The following table summarizes the changes in our automotive available liquidity (dollars in billions): Year Ended 2013 vs 2012Operating cash flow$11.0Less: capital expenditures(7.5)Sale of investments in Ally Financial and PSA1.2Capital 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$1.1Cash FlowThe following tables summarize automotive cash flows from operating, investing and financing activities (dollars in billions): Years Ended December 31,Operating Activities2013 2012 2011Net income$4.7 $5.6 $8.9Depreciation, amortization and impairments7.6 38.5 7.3Pension & 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 $7.4Depreciation, amortization and impairments included goodwill impairments of $0.5 billion, $27.1 billion and $1.3 billion and impairment charges ofproperty and intangible assets of $1.4 billion, $5.5 billion and $0.1 billion in the year ended December 31, 2013, 2012 and 2011. In the year ended December31, 2012 significant Pension and OPEB activities included contributions to the U.S. salaried pension plan of $2.3 billion for the purchase of annuitycontracts and associated pension settlement charges of $2.7 billion. In the year ended December 31, 2011 significant Pension and OPEB activities included acash contribution as part of the HCT settlement of $0.8 billion and a gain associated with the HCT settlement of $0.7 billion. In the year ended December 31,2012 Other was due primarily to favorable movements in dealer and customer allowances of $0.9 billion, other deferred tax provisions of $0.9 billion andpolicy and warranty of $0.6 billion. In the year ended December 31, 2011 Other was due primarily to gains on the sale of our investments in New DelphiClass A Membership Interests and Ally Financial preferred stock of $2.0 billion, unfavorable movements in accrued and other liabilities of $0.7 billion andequipment on operating leases of $0.5 billion.48Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Years Ended December 31,Investing Activities2013 2012 2011Capital expenditures$(7.5) $(8.1) $(6.2)Liquidations (acquisitions) of marketable securities, net0.1 6.9 (10.6)Sale of our investment in Ally Financial0.9 — 1.0Sale of our investment in Delphi— — 3.8Other0.4 0.5 1.4Cash flows from investing activities$(6.1) $(0.7) $(10.6)Changes in the (Acquisitions) liquidations of marketable securities, net were due to varying maturities of investments as we rebalanced our investmentportfolio in the normal course of business. Other was due primarily to the release of restricted cash, including the release of $1.0 billion associated with theimplementation of the HCT in the year ended December 31, 2011. Years Ended December 31,Financing Activities2013 2012 2011Issuance 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)Other was due primarily to prepayments on debt facilities held by certain of our foreign subsidiaries, primarily in GMNA and GMSA, of $1.0 billion inthe year ended December 31, 2011.Free Cash Flow and Adjusted Free Cash FlowThe following table summarizes free cash flow and adjusted free cash flow (dollars in millions): Years Ended December 31, 2013 2012 2011Operating cash flow$11,021 $9,631 $7,429Less: capital expenditures(7,549) (8,055) (6,241)Free cash flow3,472 1,576 1,188Adjustments225 2,712 1,830Adjusted free cash flow$3,697 $4,288 $3,018Adjustments to free cash flow included the following items: accrued interest on the prepayment of the HCT notes of $0.2 billion in October 2013 andpension contributions of $0.1 billion related to the previously announced annuitization of the U.S. salaried pension plan in March 2013; voluntarycontributions to the U.S. salaried pension plan of $2.3 billion for the purchase of annuity contracts and the premium paid to purchase our common stockfrom the UST of $0.4 billion in December 2012; termination of in-transit wholesale advance agreement in GMNA resulting in an increase to accountsreceivable of $1.1 billion and OPEB payments relating to the HCT settlement of $0.8 billion in 2011.Status of Credit Ratings49Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESWe receive ratings from four independent credit rating agencies: DBRS Limited, Fitch Ratings (Fitch), Moody's Investor Service (Moody's) and S&P. DBRSLimited and Moody's currently rate our corporate credit at investment grade while Fitch and S&P currently rate our corporate credit at non-investment grade.The following table summarizes our credit ratings at January 30, 2014: Corporate Secured Revolving CreditFacilities Senior Unsecured OutlookDBRS LimitedBBB (low) N/A N/A StableFitchBB+ BBB- BB+ PositiveMoody'sInvestment Grade Baa2 Ba1 StableS&PBB+ BBB BB+ PositiveRating actions taken by each of the credit rating agencies from January 1, 2013 through January 30, 2014 were as follows:Fitch: September - Assigned a senior unsecured rating of BB+. August - Upgraded their outlook to positive from stable.Moody’s: September - Upgraded corporate rating to an investment grade rating of Baa3 from Ba1, assigned a senior unsecured rating of Ba1 and changedtheir outlook to stable from positive.S&P: September - Assigned a senior unsecured rating of BB+ and upgraded their outlook to positive from stable.We continue to pursue investment grade status from all of the credit rating agencies by maintaining a balance sheet with minimal financial leverage anddemonstrating continued operating performance. Achieving investment grade status will provide us with greater financial flexibility, lower our cost ofborrowing and may release collateral from certain agreements including our secured revolving credit facility.Automotive Financing - GM FinancialLiquidity OverviewGM Financial's primary sources of cash are finance charge income, leasing income, servicing fees, net distributions from secured debt, borrowings undersecured and unsecured debt, net proceeds from senior notes transactions and collections and recoveries on finance receivables. GM Financial's primary uses ofcash are purchases of finance receivables and leased vehicles, funding of commercial finance receivables, business acquisitions, repayment of secured andunsecured debt, funding credit enhancement requirements for secured debt, operating expenses and interest costs. GM Financial continues to monitor andevaluate opportunities to optimize its liquidity position and the mix of its debt.Available LiquidityThe following table summarizes GM Financial's available liquidity for daily operations (dollars in millions): December 31, 2013 December 31, 2012Cash and cash equivalents$1,074 $1,289Borrowing capacity on unpledged eligible assets1,650 1,349Borrowing capacity on committed unsecured lines of credit615 —Available liquidity$3,339 $2,638The increase in liquidity is due primarily to the net increase of $0.8 billion resulting from the Ally Financial international operations acquisition.GM Financial has the ability to borrow up to $4.0 billion against our three-year $5.5 billion secured revolving credit facility subject to available capacityand borrowing base restrictions. In the event GM Financial borrows against the facility, it is expected such borrowings would be short-term in nature. Thefacility is not guaranteed or secured by any GM Financial assets or subsidiaries.Credit Facilities50Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESIn the normal course of business, in addition to using its available cash, GM Financial utilizes borrowings under its credit facilities, which may be securedand structured as securitizations, or may be unsecured, and GM Financial repays these borrowings as appropriate under its cash management strategy. AtDecember 31, 2013 secured and unsecured credit facilities totaled $15.6 billion and $4.0 billion, with advances outstanding of $9.0 billion and $3.0 billion.GM Financial is required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under certain secured creditfacilities. GM Financial’s secured credit facilities contain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios(portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenantscould result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amountsoutstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements, restrict GMFinancial’s ability to obtain additional borrowings under these agreements and/or remove GM Financial as servicer. At December 31, 2013 GM Financial wasin compliance with all covenants related to its credit facilities.Cash FlowThe following table summarizes GM Financial cash flows from operating, investing and financing activities (dollars in millions): Years Ended December 31, 2013 2012 2011Net cash provided by operating activities$1,609 $974 $737Net cash used in investing activities$(8,215) $(2,776) $(2,112)Net cash provided by financing activities$5,143 $2,318 $1,520Operating ActivitiesIn the year ended December 31, 2013 net cash provided by operating activities increased by $0.6 billion due primarily to the acquisitions of Ally Financialinternational operations.In the year ended December 31, 2012 net cash provided by operating activities increased by $0.2 billion due primarily to higher revenues resulting from a$2.4 billion increase in average earning assets.Investing ActivitiesIn the year ended December 31, 2013 net cash used in investing activities increased by $5.4 billion due primarily to: (1) increased funding of commercialfinance receivables of $19.9 billion and purchase of consumer finance receivables of $4.0 billion; (2) net cash payment of $2.6 billion made in the currentyear on the acquisitions of Ally Financial international operations; (3) increased purchase of leased vehicles of $1.2 billion; and (4) increase in restricted cashof $0.6 billion; partially offset by (5) increased collections and recoveries on finance receivables of $22.8 billion.In the year ended December 31, 2012 net cash used in investing activities increased by $0.7 billion due primarily to: (1) increased funding of commercialfinance receivables of $1.2 billion and purchase of consumer finance receivables of $0.6 billion; and (2) increased purchase of leased vehicles of $0.2 billion;partially offset by (3) increased collections and recoveries on finance receivables of $1.0 billion.Financing ActivitiesIn the year ended December 31, 2013 net cash provided by financing activities increased by $2.8 billion due primarily to the increased borrowings undersecured and unsecured debt and issuance of senior notes of $14.0 billion, partially offset by the increased debt repayment of $9.7 billion and the repayment of$1.4 billion in certain debt assumed as part of the Ally Financial international operations acquisitions.In the year ended December 31, 2012 net cash provided by financing activities increased by $0.8 billion due primarily to a decrease in repayment of debt.Defined Benefit Pension Plan Contributions51Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESEligible U.S. salaried employees hired prior to January 2001 participated in a defined benefit pension plan which was frozen as of September 30, 2012. Alleligible salaried employees now participate in a defined contribution plan. Hourly employees hired prior to October 2007 generally participate in plans whichprovide benefits of stated amounts for each year of service as well as supplemental benefits for employees who retire with 30 years of service before normalretirement age. Hourly employees hired after September 2007 participate in a defined contribution plan. Our policy for qualified defined benefit pension plansis to contribute annually not less than the minimum required by applicable law and regulation, or to directly pay benefit payments where appropriate. AtDecember 31, 2013 all legal funding requirements had been met. We expect to contribute $0.1 billion to our U.S. non-qualified plans and $0.7 billion to ournon-U.S. pension plans in 2014.The following table summarizes contributions made to the defined benefit pension plans or direct payments (dollars in millions): Years Ended December 31, 2013 2012 2011U.S. hourly and salaried$128 $2,420 $1,962Non-U.S.886 855 836Total contributions$1,014 $3,275 $2,798We provided short-term, interest-free, unsecured loans of $2.2 billion to provide the U.S. salaried defined benefit pension plan with incremental liquidity topay ongoing benefits and administrative costs. Through December 31, 2013 contributions of $1.7 billion were made from the $2.2 billion loans and theremaining amounts were repaid.We made a voluntary contribution in January 2011 to our U.S. hourly and salaried defined benefit pension plans of 61 million shares of our common stockvalued at $2.2 billion for funding purposes at the time of contribution. The contributed shares qualified as a plan asset for funding purposes at the time ofcontribution and as a plan asset valued at $1.9 billion for accounting purposes in July 2011. This was a voluntary contribution above our fundingrequirements for the pension plans.The following table summarizes the underfunded status of pension plans on a U.S. GAAP basis (dollars in millions): December 31, 2013 December 31, 2012U.S. hourly and salaried$6,552 $13,148U.S. nonqualified762 877Total U.S. pension plans7,314 14,025Non-U.S.12,542 13,760Total underfunded$19,856 $27,785The decrease in underfunded status of the U.S. pension plans was due primarily to: (1) actuarial gains due primarily to discount rate increases of $7.7billion; (2) actual return on plan assets of $2.1 billion; and (3) contributions of $0.1 billion; partially offset by (4) service and interest costs of $3.1 billion.The decrease in underfunded status of the non-U.S. pension plans primarily in Canada, the United Kingdom and Germany was due primarily to: (1)actuarial gains due primarily to discount rate increases of $1.0 billion; (2) actual return on plan assets of $1.0 billion; and (3) contributions and benefitpayments of $0.9 billion; partially offset by (4) service and interest costs of $1.4 billion; (5) net unfavorable foreign currency effect of $0.2 billion; and (6)business combinations of $0.1 billion.Hourly and salaried OPEB plans provide postretirement life insurance to certain U.S. retirees and eligible dependents and postretirement health coverage tosome U.S. retirees and eligible dependents. Certain of the non-U.S. subsidiaries have postretirement benefit plans, although most participants are covered bygovernment sponsored or administered programs.The following table summarizes the unfunded status of OPEB plans (dollars in millions): December 31, 2013 December 31, 2012U.S. OPEB plans$5,110 $6,271Non-U.S. OPEB plans1,238 1,528Total unfunded$6,348 $7,79952Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESRefer to Note 15 to our consolidated financial statements for the change in benefit obligations and related plan assets.The following table summarizes net benefit payments expected to be paid in the future, which include assumptions related to estimated future employeeservice (dollars in millions): Pension Benefits(a) Other Benefits U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans2014 $5,780 $1,609 $376 $772015 $5,687 $1,597 $364 $652016 $5,475 $1,688 $352 $652017 $5,368 $1,711 $341 $652018 $5,210 $1,581 $332 $662019 - 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.Off-Balance Sheet ArrangementsWe do not currently utilize off-balance sheet securitization arrangements. All trade or financing receivables and related obligations subject to securitizationprograms are recorded on our consolidated balance sheets at December 31, 2013 and 2012.Guarantees Provided to Third PartiesWe have provided guarantees related to the residual value of operating leases, certain suppliers' commitments, certain product-related claims and third partycommercial loans and other obligations. The maximum potential obligation under these commitments was $16.9 billion and $23.5 billion at December 31,2013 and 2012.Refer to Note 17 to our consolidated financial statements for additional information on guarantees we have provided.Contractual Obligations and Other Long-Term LiabilitiesWe have the following minimum commitments under contractual obligations, including purchase obligations. A purchase obligation is defined as anagreement to purchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including: fixed or minimumquantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. Other long-term liabilities are definedas long-term liabilities that are recorded on our consolidated balance sheet. Based on this definition, the following table includes only those contracts whichinclude fixed or minimum obligations. The majority of our purchases are not included in the table as they are made under purchase orders which arerequirements based and accordingly do not specify minimum quantities.The following table summarizes aggregated information about our outstanding contractual obligations and other long-term liabilities at December 31, 2013(dollars in millions):53Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Payments Due by Period 2014 2015-2016 2017-2018 2019 and after TotalAutomotive debt$389 $26 $1,781 $4,741 $6,937Automotive Financing debt13,594 10,672 4,030 750 29,046Capital lease obligations154 230 297 284 965Automotive interest payments(a)362 635 552 2,944 4,493Automotive Financing interest payments(b)766 833 232 141 1,972Postretirement benefits(c)259 279 3 — 541Contractual commitments for capital expenditures224 — — — 224Operating lease obligations311 397 173 206 1,087Other contractual commitments: Material947 991 117 30 2,085Marketing1,089 780 267 181 2,317Rental car repurchases3,761 — — — 3,761Policy, product warranty and recall campaigns liability2,628 3,266 1,153 246 7,293Other980 522 462 670 2,634Total 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 interestpayments 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. GMFinancial 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 hedgepayments.(c)Amounts include OPEB payments under the current U.S. contractual labor agreements through 2015 and Canada labor agreements through 2016. Amounts do notinclude 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 wererecorded 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 17to 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 hourlyOPEB obligations extending beyond the current North American union contract agreements. Amounts do not include pension funding obligations, which are discussed belowunder the caption “Pension Funding Requirements.”The table above does not reflect unrecognized tax benefits of $2.5 billion due to the high degree of uncertainty regarding the future cash outflows associatedwith these amounts.Pension Funding RequirementsWe have implemented and completed a balance sheet derisking strategy, comprising certain actions related to our U.S. salaried pension plan. These actionsincluded payment of lump-sums to retirees, the purchase of group annuity contracts from an insurance company and the settlement of other previouslyguaranteed obligations.We do not have any required contributions payable to our U.S. qualified plans in 2014. We expect to contribute $0.1 billion to our U.S. non-qualified plansand $0.7 billion to our non-U.S. pension plans in 2014.Critical Accounting EstimatesThe consolidated financial statements are prepared in conformity with U.S. GAAP, which require the use of estimates, judgments and assumptions thataffect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reportedamounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances arereasonable; however, due to inherent uncertainties in54Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESmaking estimates actual results could differ from the original estimates, requiring adjustments to these balances in future periods. We have discussed thedevelopment, selection and disclosures of our critical accounting estimates with the Audit Committee of the Board of Directors and the Audit Committee hasreviewed the disclosures relating to these estimates.PensionsThe defined benefit pension plans are accounted for on an actuarial basis, which requires the selection of various assumptions, including an expected long-term rate of return on plan assets and a discount rate. The expected long-term rate of return on U.S. plan assets that is utilized in determining pension expenseis derived from periodic studies, which include a review of asset allocation strategies, anticipated future long-term performance of individual asset classes,risks using standard deviations and correlations of returns among the asset classes that comprise the plans' asset mix. While the studies give appropriateconsideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return.In December 2013 an investment policy study was completed for the U.S. pension plans. The study resulted in new target asset allocations being approvedfor the U.S. pension plans with resulting changes to the expected long-term rate of return on assets. The weighted-average long-term rate of return on assetsincreased from 5.8% at December 31, 2012 to 6.5% at December 31, 2013 due primarily to higher yields on fixed income securities.Another key assumption in determining net pension expense is the assumed discount rate to be used to discount plan obligations. We estimate this rate forU.S. plans using a cash flow matching approach, which uses projected cash flows matched to spot rates along a high quality corporate yield curve todetermine the present value of cash flows to calculate a single equivalent discount rate.Significant differences in actual experience or significant changes in assumptions may materially affect the pension obligations. The effects of actual resultsdiffering from assumptions and the changing of assumptions are included in unamortized net actuarial gains and losses that are subject to amortization toexpense over future periods. The unamortized pre-tax actuarial gain (loss) on our pension plans was $1.4 billion and $(6.2) billion at December 31, 2013 and2012. The change is due primarily to the increase in discount rates.The following table illustrates the sensitivity to a change in certain assumptions for the pension plans, holding all other assumptions constant (dollars inmillions): U.S. Plans Non-U.S. Plans Effect on 2014Pension Expense Effect on December31, 2013 PBO Effect on 2014Pension Expense Effect onDecember 31,2013 PBO25 basis point decrease in discount rate-$50 +$1,890 +$22 +$86625 basis point increase in discount rate+$50 -$1,830 -$21 -$82125 basis point decrease in expected rate of return on assets+$150 N/A +$36 N/A25 basis point increase in expected rate of return on assets-$150 N/A -$36 N/AThe following data illustrates the sensitivity of changes in pension expense and pension obligation based on the last remeasurement of the U.S. hourlypension plan at December 31, 2013 (dollars in millions):Effect on 2014 PensionExpense Effect on December 31,2013 PBOChange in future benefit units One percentage point increase in benefit units+$69 +$206One percentage point decrease in benefit units-$66 -$200Refer to Note 15 to our consolidated financial statements for the expected weighted-average long-term rate of return on plan assets, weighted-average discountrate on plan obligations and actual and expected return on plan assets. Refer to Note 2 to our consolidated financial statements for a discussion of the inputsused to determine fair value for each significant asset class or category.Valuation of Deferred Tax Assets55Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESWe evaluate the need for deferred tax asset valuation allowances based on a more likely than not standard. The ability to realize deferred tax assets dependson the ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction.It is difficult to conclude a valuation allowance is not required when there is significant objective and verifiable negative evidence, such as cumulative losses inrecent years. We utilize a rolling three years of actual and current year anticipated results as the primary measure of cumulative losses in recent years. Ouraccounting for deferred tax consequences represents our best estimate of future events. Changes in our current estimates, due to unanticipated events orotherwise, could have a material effect on our financial condition and results of operations. At December 31, 2013 we retained valuation allowances of $10.8billion against deferred tax assets primarily in GME and South Korea business units with losses and in the U.S. and Canada related primarily to capital losstax attributes and state operating loss carryforwards.If law is enacted that reduces the U.S. statutory rate, we would record a significant reduction to the net deferred tax assets and a related increase to income taxexpense in the period that includes the enactment date of the tax rate change.Impairment of GoodwillWhen applying fresh-start reporting, certain accounts, primarily employee benefit and income tax related, were recorded at amounts determined underspecific U.S. GAAP rather than fair value and the difference between the U.S. GAAP and fair value amounts gave rise to goodwill, which is a residual. If allidentifiable assets and liabilities had been recorded at fair value upon application of fresh-start reporting, no goodwill would have resulted. Goodwillestablished at fresh-start was $30.5 billion of which $30.4 billion has been impaired through December 31, 2013.In the three months ended December 31, 2013 we performed our annual goodwill impairment testing as of October 1 for all reporting units with Goodwill.Our reporting units are GMNA, GME and various reporting units within the GMIO, GMSA and GM Financial segments. In the year ended December 31,2013 we also performed event-driven goodwill impairment tests at various dates for certain of our reporting units. Based on our testing procedures we recordedGoodwill impairment charges of $0.5 billion in the year ended December 31, 2013 primarily associated with our GM Korea and GM India reporting units.Subsequent to the recording of the Goodwill impairment charges in the year ended December 31, 2013 we had Goodwill of $1.6 billion at December 31, 2013which resulted primarily from the acquisition of AmeriCredit Corp in 2011.Refer to Note 10 to our consolidated financial statements for additional information on goodwill impairments.For purposes of our 2013 annual impairment testing procedures at October 1, 2013 the estimated fair value of GM Financial’s North American reporting unitexceeded its carrying amount by 29%. Due to anticipated changes in GM Financial's business model to continue to introduce higher credit quality productsinto its lending portfolio, the initial equity retention ratio assumption of 12.5% was forecasted to decrease to 7.5% by 2018 in the discounted cash flowanalysis utilized for goodwill impairment testing purposes. Having higher credit quality products comprising a larger percentage of GM Financial's lendingportfolio will require less equity. GM Korea's fair value continued to be below its carrying amount and GM India’s carrying amount became negative.The key assumptions utilized in determining the fair value-to-U.S. GAAP differences giving rise to the implied goodwill for the reporting units requiring aStep 2 analysis are: (1) the determination of our nonperformance risk; (2) interest rates; (3) estimates of our employee benefit related obligations; and (4) theestimated timing of the utilization of our deferred tax assets, including our determination whether it is more likely than not that the deferred tax assets will beutilized. For the year ended December 31, 2013 GM Korea's goodwill assessment was most sensitive to our determination of estimates of our employee benefitrelated obligations and GM India’s was most sensitive to the estimated timing of the utilization of our deferred tax assets.Impairment of Long-Lived AssetsThe carrying amount of long-lived assets and finite-lived intangible assets to be held and used in the business are evaluated for impairment when events andcircumstances warrant. If the carrying amount of a long-lived asset group is considered impaired, a loss is recorded based on the amount by which thecarrying amount exceeds the fair value for the long-lived assets or in certain cases, the asset group to be held and used. Product-specific long-lived asset groupsare tested for impairment at the platform or vehicle line level. Non-product-specific long-lived assets are tested for impairment on a reporting unit basis inGMNA and GME and tested at or within our various reporting units within our GMIO, GMSA and GM Financial segments.In December 2013 we: (1) announced our plans to cease mainstream distribution of Chevrolet brand in Western and Central Europe in 2015 due to thechallenging business model and difficult economic situation in Europe; (2) announced plans to cease manufacturing at Holden by the end of 2017; and (3)performed a strategic assessment of GM India in response to lower than56Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESexpected sales performance of our current product offerings in India, higher raw material costs, unfavorable foreign exchange rates and recent deterioration inlocal market conditions. These triggered long-lived asset impairment analyses so we performed recoverability tests on the long-lived assets associated with theseasset groups. Our tests concluded that the associated long-lived assets were not recoverable as the resulting undiscounted cash flows were less than theircarrying amounts. We develop anticipated cash flows from historical experience and internal business plans.We estimated the fair values of the associated long-lived assets to determine the impairment amount. Fair value is determined using either the market or salescomparison approach, cost approach or anticipated cash flows discounted at a rate commensurate with the risk involved. A considerable amount ofmanagement judgment was required in determining the fair value of the asset groups which requires the use of significant estimates and assumptions,considered to be Level 3 inputs. An in-exchange premise was determined to be the highest and best use of the assets which is different than the assets' currentuse due to: (1) expected losses to be incurred associated with the exit of Chevrolet from a mainstream presence in Western and Central Europe and the winddown of manufacturing activities at Holden; and (2) the lack of economic support due to declining operations for the existing long-lived assets at GM India. Asa result in the three months ended December 31, 2013 we recorded total asset impairment charges of $1.1 billion in GMIO. Refer to Notes 9 and 11 to ourconsolidated financial statements for additional information on the impairment charges recorded and related fair value measurements.While we believe our judgments and assumptions are reasonable, a change in assumptions underlying these estimates could result in a material effect to theconsolidated financial statements. Long-lived assets could become impaired in the future as a result of declines in profitability due to significant changes involume, pricing or costs.Sales IncentivesThe estimated effect of sales incentives to dealers and customers is recorded as a reduction of Automotive net sales and revenue, and in certain instances, asan increase to Automotive cost of sales, at the later of the time of sale or announcement of an incentive program to dealers. There may be numerous types ofincentives available at any particular time, including a choice of incentives for a specific model. Incentive programs are generally brand specific, modelspecific or region specific and are for specified time periods, which may be extended. Significant factors used in estimating the cost of incentives include thevolume of vehicles that will be affected by the incentive programs offered by product, product mix, the rate of customer acceptance of any incentive programand the likelihood that an incentive program will be extended, all of which are estimated based on historical experience and assumptions concerning customerbehavior and future market conditions. When an incentive program is announced, the number of vehicles in dealer inventory eligible for the incentive programis determined and a reduction of Automotive net sales and revenue or increase to Automotive cost of sales is recorded in the period in which the program isannounced. If the actual number of affected vehicles differs from this estimate, or if a different mix of incentives is actually paid, the reduction in Automotivenet sales and revenue or increase to Automotive cost of sales for sales incentives could be affected. There are a multitude of inputs affecting the calculation ofthe estimate for sales incentives, and an increase or decrease of any of these variables could have a significant effect on recorded sales incentives.Policy, Product Warranty and Recall CampaignsThe estimated costs related to policy and product warranties are accrued at the time products are sold. Estimated costs related to product recalls based on aformal campaign soliciting return of that product are accrued when they are deemed to be probable and can be reasonably estimated. These estimates areestablished using historical information on the nature, frequency and average cost of claims of each vehicle line or each model year of the vehicle line andassumptions about future activity and events. However where little or no claims experience exists for a model year or a vehicle line, the estimate is based oncomparable models. Revisions are made when necessary based on changes in these factors. These estimates are re-evaluated on an ongoing basis. We activelystudy trends of claims and take action to improve vehicle quality and minimize claims. Actual experience could differ from the amounts estimated requiringadjustments to these liabilities in future periods. Due to the uncertainty and potential volatility of the factors contributing to developing estimates, changes inour assumptions could materially affect our results of operations.Accounting Standards Not Yet AdoptedAccounting standards not yet adopted are discussed in Note 2 to our consolidated financial statements.Forward-Looking Statements57Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESIn this report and in reports we subsequently file and have previously filed with the SEC on Forms 10-K and 10-Q and file or furnish on Form 8-K, and inrelated comments by our management, we use words like “anticipate,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,”“evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “priorities,” “project,” “pursue,” “seek,”“should,” “target,” “when,” “would,” or the negative of any of those words or similar expressions to identify forward-looking statements that represent ourcurrent judgment about possible future events. In making these statements we rely on assumptions and analyses based on our experience and perception ofhistorical trends, current conditions and expected future developments as well as other factors we consider appropriate under the circumstances. We believethese judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to avariety of important factors, both positive and negative. These factors, which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and8-K, include among others the following:•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 businessrelationships with us;•The ability of our suppliers to deliver parts, systems and components without disruption and at such times to allow us to meet productionschedules;•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 inwhich we operate to support our ability to sell vehicles, which is dependent on those entities' ability to obtain funding and their continued willingnessto 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 changesin 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 ourpricing 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 ourvehicle 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 rateapplied to value the pension liabilities or other assumption changes; and58Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES•Changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying theestimates, which could have an effect on earnings.We caution readers not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly or otherwise revise anyforward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where weare expressly required to do so by law.* * * * * * *Item 7A. Quantitative and Qualitative Disclosures About Market RiskAutomotiveWe enter into a variety of foreign currency exchange and commodity forward contracts and options to manage exposures arising from market risks resultingfrom changes in certain foreign currency exchange rates and commodity prices. We do not enter into derivative transactions for speculative purposes.The overall financial risk management program is under the responsibility of the Risk Management Committee which reviews and, where appropriate,approves strategies to be pursued to mitigate these risks. The Risk Management Committee comprises members of our management and functions under theoversight of the Audit Committee, a committee of the Board of Directors. The Audit Committee assists and guides the Board of Directors in its oversight of ourfinancial and risk management strategies. A risk management control framework is utilized to monitor the strategies, risks and related hedge positions inaccordance with the policies and procedures approved by the Risk Management Committee. Our risk management policy intends to protect against risk arisingfrom extreme adverse market movements on our key exposures.The following analyses provide quantitative information regarding exposure to foreign currency exchange rate risk and interest rate risk. Sensitivity analysisis used to measure the potential loss in the fair value of financial instruments with exposure to market risk. The models used assume instantaneous, parallelshifts in exchange rates and interest rate yield curves. For options and other instruments with nonlinear returns, models appropriate to these types ofinstruments are utilized to determine the effect of market shifts. There are certain shortcomings inherent in the sensitivity analyses presented, due primarily tothe assumption that interest rates change in a parallel fashion and that spot exchange rates change instantaneously. In addition the analyses are unable to reflectthe complex market reactions that normally would arise from the market shifts modeled and do not contemplate the effects of correlations between foreigncurrency pairs or offsetting long-short positions in currency pairs which may significantly reduce the potential loss in value.Foreign Currency Exchange Rate RiskWe have foreign currency exposures related to buying, selling and financing in currencies other than the functional currencies of the operations. AtDecember 31, 2013 our most significant foreign currency exposures were the Euro/British Pound, U.S. Dollar/Korean Won, Euro/Korean Won and Euro/U.S.Dollar. Derivative instruments such as foreign currency forwards, swaps and options are used primarily to hedge exposures with respect to forecastedrevenues, costs and commitments denominated in foreign currencies. At December 31, 2013 such contracts had remaining maturities of up to 23 months. At December 31, 2013 and 2012 the net fair value liability of financial instruments with exposure to foreign currency risk was $1.0 billion and $4.0 billion.This presentation utilizes a population of foreign currency exchange derivatives, embedded derivatives and foreign currency denominated debt and excludes theoffsetting effect of foreign currency cash, cash equivalents and other assets. The potential loss in fair value for such financial instruments from a 10% adversechange in all quoted foreign currency exchange rates would be $195 million and $671 million at December 31, 2013 and 2012.We are exposed to foreign currency risk due to the translation and remeasurement of the results of certain international operations into U.S. Dollars as part ofthe consolidation process. Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely affectour financial condition.The following table summarizes the amounts of automotive foreign currency translation and transaction and remeasurement losses (dollars in millions):59Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Years Ended December 31, 2013 2012Foreign currency translation losses recorded in Accumulated other comprehensive loss$729 $118Losses resulting from foreign currency transactions and remeasurements recorded in earnings$352 $117Interest Rate Risk We are subject to market risk from exposure to changes in interest rates related to certain financial instruments, primarily debt, capital lease obligations andcertain marketable securities. At December 31, 2013 we did not have any interest rate swap positions to manage interest rate exposures in our automotiveoperations. At December 31, 2013 and 2012 the fair value liability of debt and capital leases was $6.8 billion and $5.3 billion. The potential increase in fairvalue resulting from a 10% decrease in quoted interest rates would be $251 million and $112 million at December 31, 2013 and 2012.At December 31, 2013 and 2012 we had marketable securities of $7.2 billion and $3.8 billion classified as available-for sale and $1.7 billion and $5.2billion classified as trading. The potential decrease in fair value from a 50 basis point increase in interest rates would be insignificant at December 31, 2013and 2012.Automotive Financing - GM FinancialFluctuations in market interest rates can affect GM Financial's secured and unsecured debt. GM Financial's gross interest rate spread, which is thedifference between: (1) interest earned on finance receivables, other income and lease contracts; and (2) interest paid, is affected by changes in interest rates asa result of GM Financial's dependence upon the issuance of variable rate securities and the incurrence of variable rate debt to fund purchases of financereceivables and leased vehicles.Credit FacilitiesFixed interest rate receivables purchased by GM Financial are pledged to secure borrowings under its credit facilities. Amounts borrowed under these creditfacilities bear interest at variable rates that are subject to frequent adjustments to reflect prevailing market interest rates. To protect the interest rate spreadwithin each credit facility, GM Financial is contractually required to enter into interest rate cap agreements in connection with borrowings under its creditfacilities.SecuritizationsIn GM Financial's securitization transactions it can transfer fixed rate finance receivables to securitization trusts that, in turn, sell either fixed rate or floatingrate securities to investors. Derivative financial instruments, such as interest rate swaps and caps, are used to manage the gross interest rate spread on thefloating rate transactions.GM Financial had interest rate swaps and caps in asset positions with notional amounts of $3.8 billion and $0.8 billion at December 31, 2013 and 2012.GM Financial had interest rate swaps and caps in liability positions with notional amounts of $5.5 billion and $0.8 billion at December 31, 2013 and 2012.The fair value of these derivative financial instruments was insignificant.Foreign Currency Exchange Rate RiskGM Financial is exposed to foreign currency risk due to the translation and remeasurement of the results of certain international operations, primarily thoseacquired from Ally Financial at various dates in 2013, into U.S. Dollars as part of the consolidation process. Fluctuations in foreign currency exchange ratescan therefore create volatility in the results of operations and may adversely affect GM Financial's financial condition.In connection with the closing of certain acquisitions of Ally Financial's international operations, GM Financial provided loans denominated in foreigncurrencies (Euro, British Pound and Swedish Krona) to acquired entities that had an equivalent balance of $1.7 billion at December 31, 2013. GM Financialpurchased foreign exchange swaps to offset any valuation change in the loans due to changes in foreign exchange rates. The fair value of these foreign exchangeswaps was insignificant.The following table summarizes GM Financial's interest rate sensitive assets and liabilities, excluding derivatives, by year of expected maturity and the fairvalue of those assets and liabilities at December 31, 2013 (dollars in millions):60Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Years Ending December 31, December 31, 2013 2014 2015 2016 2017 2018 Thereafter Fair ValueAssets Consumer finance receivables Principal amounts$9,576 $6,642 $4,162 $2,050 $820 $290 $22,652Weighted-average annual percentage rate10.76% 10.97% 11.17% 11.73% 12.28% 12.80% Commercial finance receivables Principal amounts$5,731 $22 $25 $94 $117 $6 $6,016Weighted-average annual percentage rate6.82% 4.73% 4.59% 4.50% 7.40% 5.69% Liabilities Credit facilities Principal amounts$6,297 $1,699 $796 $224 $19 $— $8,995Weighted-average interest rate4.95% 6.39% 6.39% 8.17% 8.34% —% Securitization notes Principal amounts$5,218 $4,084 $2,321 $1,114 $348 $— $13,175Weighted-average interest rate1.91% 2.12% 2.40% 2.71% 2.88% —% Senior notes Principal amounts$— $— $1,000 $1,000 $1,250 $750 $4,106Weighted-average interest rate—% —% 2.75% 4.75% 4.65% 4.25% The following table summarizes GM Financial's interest rate sensitive assets and liabilities, excluding derivatives, by year of expected maturity and the fairvalue of those assets and liabilities at December 31, 2012 (dollars in millions): Years Ended and Ending December 31, December 31, 2012 2013 2014 2015 2016 2017 Thereafter Fair ValueAssets Consumer finance receivables Principal amounts$4,108 $2,860 $1,895 $1,209 $673 $315 $10,759Weighted-average annual percentage rate14.54% 14.39% 14.25% 14.10% 13.95% 13.84% Commercial finance receivables Principal amounts$507 $6 $3 $3 $35 $6 $554Weighted-average annual percentage rate3.78% 3.80% 3.76% 3.78% 3.47% 4.53% Liabilities Credit facilities Principal amounts$354 $— $— $— $— $— $354Weighted-average interest rate0.64% —% —% —% —% —% Securitization notes Principal amounts$3,406 $2,324 $1,772 $1,073 $438 $— $9,171Weighted-average interest rate2.33% 2.70% 3.03% 3.05% 2.99% —% Senior notes Principal amounts$— $— $— $— $1,000 $500 $1,620Weighted-average interest rate—% —% —% —% 4.75% 6.75% GM Financial estimates the realization of finance receivables in future periods using discount rate, prepayment and credit loss assumptions similar to itshistorical experience. Credit facilities and securitization notes payable amounts have been classified based on expected payoff. Senior notes and convertiblesenior notes principal amounts have been classified based on maturity.* * * * * * *61Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM General Motors Company, its Directors, and Stockholders: We have audited the internal control over financial reporting of General Motors Company and subsidiaries (the Company) as of December 31, 2013, basedon the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the TreadwayCommission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of theeffectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting. Our responsibility isto express an opinion on the Company's internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testingand evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principalfinancial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’sassets that could have a material effect on the financial statements.Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override ofcontrols, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of theeffectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changesin conditions, or that the degree of compliance with the policies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on thecriteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the TreadwayCommission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financialstatements as of and for the year ended December 31, 2013 of the Company and our report dated February 6, 2014 expressed an unqualified opinion on thosefinancial statements and included an explanatory paragraph related to the Company's adoption of a revised accounting standard related to comprehensiveincome./S/ DELOITTE & TOUCHE LLPDeloitte & Touche LLPDetroit, MichiganFebruary 6, 201462Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMGeneral Motors Company, its Directors, and Stockholders:We have audited the accompanying Consolidated Balance Sheets of General Motors Company and subsidiaries (the Company) as of December 31, 2013and 2012, and the related Consolidated Statements of Income, Comprehensive Income, Cash Flows and Equity for each of the three years in the period endedDecember 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on thefinancial statements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of General Motors Company andsubsidiaries at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December31, 2013, in conformity with accounting principles generally accepted in the United States of America.As discussed in Note 2 to the consolidated financial statements, the Company adopted amendments in Accounting Standards Update (ASU) 2013-02 toAccounting Standards Codification (ASC) Topic 220, Comprehensive Income, effective January 1, 2013.As discussed in Note 10 to the consolidated financial statements, the Company adopted amendments in ASU 2010-28 to ASC Topic 350, Intangibles-Goodwill and Other, effective January 1, 2011.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internalcontrol over financial reporting as of December 31, 2013, based on the criteria established in Internal Control - Integrated Framework (1992) issued by theCommittee of Sponsoring Organizations of the Treadway Commission and our report dated February 6, 2014 expressed an unqualified opinion on theCompany's internal control over financial reporting./S/ DELOITTE & TOUCHE LLPDeloitte & Touche LLPDetroit, MichiganFebruary 6, 201463Table of ContentsItem 8. Financial Statements and Supplementary DataGENERAL MOTORS COMPANY AND SUBSIDIARIESCONSOLIDATED INCOME STATEMENTS(In millions, except per share amounts) Years Ended December 31, 2013 2012 2011Net sales and revenue Automotive$152,092 $150,295 $148,866GM Financial3,335 1,961 1,410Total155,427 152,256 150,276Costs and expenses Automotive cost of sales134,925 140,236 130,386GM Financial operating and other expenses2,448 1,207 785Automotive selling, general and administrative expense12,382 14,031 12,163Goodwill impairment charges (Note 10)541 27,145 1,286Total costs and expenses150,296 182,619 144,620Operating income (loss)5,131 (30,363) 5,656Automotive interest expense334 489 540Interest income and other non-operating income, net (Note 20)1,063 845 851Gain (loss) on extinguishment of debt (Note 14)(212) (250) 18Equity income and gain on investments (Note 8)1,810 1,562 3,192Income (loss) before income taxes7,458 (28,695) 9,177Income tax expense (benefit) (Note 18)2,127 (34,831) (110)Net income5,331 6,136 9,287Net (income) loss attributable to noncontrolling interests15 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 $4.94Weighted-average common shares outstanding1,393 1,566 1,536Diluted Diluted earnings per common share$2.38 $2.92 $4.58Weighted-average common shares outstanding1,676 1,675 1,668Reference should be made to the notes to consolidated financial statements.64Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(In millions) Years Ended December 31, 2013 2012 2011Net income$5,331 $6,136 $9,287Other comprehensive income (loss), net of tax (Note 21) Foreign currency translation adjustments(733) (103) (183)Cash flow hedging gains (losses), net— (2) 25Unrealized gains (losses) on securities, net(39) 45 1Defined benefit plans, net5,693 (2,120) (6,958)Other comprehensive income (loss), net of tax4,921 (2,180) (7,115)Comprehensive income10,252 3,956 2,172Comprehensive (income) loss attributable to noncontrolling interests33 41 (87)Comprehensive income attributable to stockholders$10,285 $3,997 $2,085Reference should be made to the notes to consolidated financial statements.65Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(In millions, except share amounts) December 31, 2013 December 31, 2012ASSETS Current Assets Cash and cash equivalents$20,021 $18,422Marketable securities (Note 5)8,972 8,988Restricted cash and marketable securities (Note 5)1,247 686Accounts and notes receivable (net of allowance of $344 and $311; Note 2)8,535 10,395GM Financial receivables, net (Note 4)(including SPE receivables of $10,001 and $3,444; Note 12)14,278 4,044Inventories (Note 6)14,039 14,714Equipment on operating leases, net (Note 7)2,398 1,782Deferred income taxes (Note 18)10,349 9,429Other current assets1,662 1,536Total current assets81,501 69,996Non-current Assets Restricted cash and marketable securities (Note 5)829 682GM Financial receivables, net (Note 4)(including SPE receivables of $11,216 and $6,458; Note 12)14,354 6,954Equity in net assets of nonconsolidated affiliates (Note 8)8,094 6,883Property, net (Note 9)25,867 24,196Goodwill (Note 10)1,560 1,973Intangible assets, net (Note 11)5,668 6,809GM Financial equipment on operating leases, net (Note 7)(including SPE assets of $1,803 and $540; Note 12)3,383 1,649Deferred income taxes (Note 18)22,736 27,922Other assets2,352 2,358Total non-current assets84,843 79,426Total Assets$166,344 $149,422LIABILITIES AND EQUITY Current Liabilities Accounts payable (principally trade)$23,621 $25,166Short-term debt and current portion of long-term debt (Note 14) Automotive (including certain debt at VIEs of $219 and $228; Note 12)564 1,748GM Financial (including certain debt at VIEs of $10,088 and $3,770; Note 12)13,594 3,770Accrued liabilities (Note 13)24,633 23,308Total current liabilities62,412 53,992Non-current Liabilities Long-term debt (Note 14) Automotive (including certain debt at VIEs of $23 and $122; Note 12)6,573 3,424GM Financial (including certain debt at VIEs of $9,330 and $5,608; Note 12)15,452 7,108Postretirement benefits other than pensions (Note 15)5,897 7,309Pensions (Note 15)19,483 27,420Other liabilities and deferred income taxes (Note 13)13,353 13,169Total non-current liabilities60,758 58,430Total Liabilities123,170 112,422Commitments and contingencies (Note 17) Equity (Note 21) Preferred stock, $0.01 par value Series A3,109 5,536Series B— 4,855Common stock, $0.01 par value15 14Additional paid-in capital28,780 23,834Retained earnings13,816 10,057Accumulated other comprehensive loss(3,113) (8,052)Total stockholders’ equity42,607 36,244Noncontrolling interests567 756Total Equity43,174 37,000Total Liabilities and Equity$166,344 $149,422Reference should be made to the notes to consolidated financial statements.66Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(In millions) Years Ended December 31, 2013 2012 2011Cash flows from operating activities Net income$5,331 $6,136 $9,287Depreciation, impairment charges and amortization expense8,041 38,762 7,427Foreign currency remeasurement and transaction losses350 117 55Amortization of discount and issuance costs on debt issues114 188 160Undistributed 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, net638 3,232 (755)(Gains) losses on extinguishment of debt212 250 (18)Provision (benefit) for deferred taxes1,561 (35,561) (318)Change in other operating assets and liabilities (Note 26)(1,326) 630 (4,122)Other operating activities(741) 789 666Net cash provided by operating activities12,630 10,605 8,166Cash 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, liquidations3,566 10,519 15,825Trading marketable securities, liquidations6,538 7,267 660Acquisition of companies, net of cash acquired(2,623) (44) (53)Proceeds from sale of business units/investments, net of cash disposed896 18 4,821Increase in restricted cash and marketable securities(984) (661) (728)Decrease in restricted cash and marketable securities1,107 1,526 2,067Purchases and funding of finance receivables(30,727) (6,789) (5,012)Principal collections and recoveries on finance receivables27,444 4,674 3,719Purchases of leased vehicles, net(2,254) (1,050) (837)Proceeds from termination of leased vehicles217 59 47Other investing activities(9) (72) 106Net cash used in investing activities(14,362) (3,505) (12,740)Cash flows from financing activities Net increase (decrease) in short-term debt156 (247) 131Proceeds from issuance of debt (original maturities greater than three months)28,041 9,036 9,034Payments 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 activities3,731 (4,741) (358)Effect of exchange rate changes on cash and cash equivalents(400) (8) (253)Net increase (decrease) in cash and cash equivalents1,599 2,351 (5,185)Cash and cash equivalents at beginning of period18,422 16,071 21,256Cash and cash equivalents at end of period$20,021 $18,422 $16,071Significant Non-cash Activity Investing Cash Flows Non-cash property additions$3,224 $3,879 $3,689Financing Cash Flows Contribution of common stock to U.S. hourly and salaried pension plans (Note 15) $1,864Notes issued to settle CAW hourly retiree healthcare plan (Note 15) $1,122Mandatory conversion of Series B Preferred Stock into common stock (Note 21)$4,854 Reference should be made to the notes to consolidated financial statements.67Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF EQUITY(In millions) Series APreferred Stock Series BPreferred Stock Common Stockholders’ Noncontrolling Interests Total EquityCommon Stock AdditionalPaid-in Capital Retained Earnings Accumulated OtherComprehensiveIncome (Loss) Balance December 31, 2010$5,536 $4,855 $15 $24,257 $266 $1,251 $979 $37,159Effect of adoption of amendments in ASU 2010-28 regardinggoodwill impairment (Note 10)— — — — (1,466) — — (1,466)Net income— — — — 9,190 — 97 9,287Other comprehensive loss— — — — — (7,105) (10) (7,115)Purchase of noncontrolling interest shares— — — 41 — (7) (134) (100)Exercise of common stock warrants— — — 11 — — — 11Stock based compensation— — — 219 — — — 219Pension plan stock contribution (Note 15)— — 1 1,863 — — — 1,864Cash dividends on Series A Preferred Stock and cumulativedividends on Series B Preferred Stock— — — — (859) — — (859)Dividends declared or paid to noncontrolling interest— — — — — — (54) (54)Other— — — — 52 — (7) 45Balance December 31, 20115,536 4,855 16 26,391 7,183 (5,861) 871 38,991Net income— — — — 6,188 — (52) 6,136Other 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 — — — 5Stock based compensation— — — 89 — — — 89Conversion of Series B Preferred Stock to common stock— — — 1 — — — 1Cash dividends on Series A Preferred Stock and cumulativedividends on Series B Preferred Stock— — — — (859) — — (859)Dividends declared or paid to noncontrolling interest— — — — — — (80) (80)Other— — — — — — 6 6Balance December 31, 20125,536 4,855 14 23,834 10,057 (8,052) 756 37,000Net income— — — — 5,346 — (15) 5,331Other comprehensive income (loss)— — — — — 4,939 (18) 4,921Purchase and cancellation of Series A Preferred Stock(2,427) — — — — — — (2,427)Exercise of common stock warrants— — — 3 — — — 3Stock based compensation— — — 75 — — — 75Conversion of Series B Preferred Stock to common stock— (4,855) 1 4,854 — — — —Cash dividends paid on Series A Preferred Stock, charge related topurchase of Series A Preferred Stock and dividends on Series BPreferred 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 $43,174Reference should be made to the notes to consolidated financial statements.68Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 1. Nature of Operations and Basis of PresentationGeneral Motors Company was formed in 2009 originally as a Delaware limited liability company, Vehicle Acquisition Holdings LLC, and subsequentlyconverted to a Delaware corporation, NGMCO, Inc. This company, which on July 10, 2009 acquired substantially all of the assets and assumed certainliabilities of General Motors Corporation through a Section 363 sale under Chapter 11 of the U.S. Bankruptcy Code (363 Sale) and changed its name toGeneral Motors Company, is sometimes referred to in these consolidated financial statements for the periods on or subsequent to July 10, 2009 as “we,” “our,”“us,” “ourselves,” the “Company,” “General Motors,” or “GM.” General Motors Corporation is sometimes referred to in these consolidated financialstatements, for the periods on or before July 9, 2009, as “Old GM” as it is the predecessor entity solely for accounting and financial reporting purposes. OldGM was renamed Motors Liquidation Company (MLC), which was dissolved on December 15, 2011 and transferred its remaining assets and liabilities tothe Motors Liquidation Company GUC Trust (GUC Trust).We design, build and sell cars, trucks and automobile parts worldwide. We also provide automotive financing services through General Motors FinancialCompany, Inc. (GM Financial). We analyze the results of our business through our five segments: GM North America (GMNA), GM Europe (GME),GM International Operations (GMIO), GM South America (GMSA) and GM Financial. Nonsegment operations are classified as Corporate. Corporate includescertain centrally recorded income and costs, such as interest, income taxes and corporate expenditures and certain nonsegment specific revenues and expenses.Principles of ConsolidationThe consolidated financial statements include our accounts and those of our subsidiaries that we control due to ownership of a majority voting interest andour consolidated variable interest entities (VIEs) of which we are the primary beneficiary. We continually evaluate our involvement with VIEs to determinewhether we have variable interests and are the primary beneficiary of the VIE. When these criteria are met, we are required to consolidate the VIE. Our share ofearnings or losses of nonconsolidated affiliates is included in our consolidated operating results using the equity method of accounting when we are able toexercise significant influence over the operating and financial decisions of the affiliate. We use the cost method of accounting if we are not able to exercisesignificant influence over the operating and financial decisions of the affiliate. All intercompany balances and transactions have been eliminated inconsolidation.Certain prior year amounts were reclassified to conform to our current year presentation.Use of Estimates in the Preparation of the Financial StatementsThe consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions thataffect the amounts of assets and liabilities at the reporting date and the amounts of revenue and expenses in the periods presented. We believe that theaccounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates actualresults could differ from the original estimates, requiring adjustments to these balances in future periods.GM FinancialThe amounts presented for GM Financial have been adjusted to include the effect of our tax attributes on GM Financial's deferred tax positions andprovision for income taxes since the date of acquisition, which are not applicable to GM Financial on a stand-alone basis, and to eliminate the effect oftransactions between GM Financial and the other members of the consolidated group. Accordingly, the amounts presented will differ from those presented byGM Financial on a stand-alone basis.Note 2. Significant Accounting PoliciesThe accounting policies which follow are utilized by our automotive and automotive financing operations, unless otherwise indicated.Revenue RecognitionAutomotive69Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)Automotive net sales and revenue are primarily composed of revenue generated from the sale of vehicles. Vehicle sales are recorded when title and all risksand rewards of ownership have passed to our customers. For the majority of our automotive sales this occurs when a vehicle is released to the carrierresponsible for transporting to a dealer and when collectability is reasonably assured. Vehicle sales are recorded when the vehicle is delivered to the dealer inmost remaining cases. Provisions for recurring dealer and customer sales and leasing incentives, consisting of allowances and rebates, are recorded asreductions to Automotive net sales and revenue at the time of vehicle sales. All other incentives, allowances and rebates related to vehicles previously sold arerecorded as reductions to Automotive net sales and revenue when announced.Vehicle sales to daily rental car companies with guaranteed repurchase obligations are accounted for as operating leases. Estimated lease revenue is recordedratably over the estimated term of the lease based on the difference between net sales proceeds and the guaranteed repurchase amount. The difference betweenthe cost of the vehicle and estimated residual value is depreciated on a straight-line basis over the estimated term of the lease.Automotive Financing - GM FinancialFinance income earned on receivables is recognized using the effective interest method for consumer financing receivables and accrual method forcommercial financing receivables. Fees and commissions (including incentive payments) received and direct costs of originating loans are deferred andamortized over the term of the related finance receivables using the effective interest method and are removed from the consolidated balance sheets when therelated finance receivables are sold, charged off or paid in full. Accrual of finance charge income is generally suspended on accounts that are more than 60days delinquent, accounts in bankruptcy and accounts in repossession. Payments received on nonaccrual loans are first applied to any fees due, then to anyinterest due and then any remaining amounts are recorded to principal. Interest accrual generally resumes once an account has received payments bringing thedelinquency to less than 60 days past due.Income from operating lease assets, which includes lease origination fees, net of lease origination costs and incentives, is recorded as operating lease revenueon a straight-line basis over the term of the lease agreement.Advertising and Promotion ExpendituresAdvertising and promotion expenditures, which are expensed as incurred, were $5.5 billion, $5.4 billion and $5.2 billion in the years ended December 31,2013, 2012 and 2011.Research and Development ExpendituresResearch and development expenditures, which are expensed as incurred, were $7.2 billion, $7.4 billion and $8.1 billion in the years ended December, 312013, 2012 and 2011.Cash EquivalentsCash equivalents are defined as short-term, highly-liquid investments with original maturities of 90 days or less.Allowance for Doubtful AccountsThe following table summarizes activity in our allowance for doubtful accounts and notes receivable (dollars in millions): Years Ended December 31, 2013 2012 2011Balance at beginning of period$311 $331 $252Amounts charged (credited) to costs and expenses61 (10) 159Deductions(24) (46) (83)Other(4) 36 3Balance at end of period$344 $311 $33170Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)Fair Value MeasurementsA three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair value measurements. Observable inputs reflect marketdata obtained from independent sources, while unobservable inputs reflect market assumptions based on the best evidence available. These two types ofinputs create the following fair value hierarchy:•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.Financial instruments are transferred in and/or out of Level 1, 2 or 3 at the beginning of the accounting period in which there is a change in the valuationinputs.Marketable SecuritiesWe classify marketable securities as available-for-sale or trading. Various factors, including turnover of holdings and investment guidelines, are consideredin determining the classification of securities. Available-for-sale securities are recorded at fair value with unrealized gains and losses recorded net of relatedincome taxes in Accumulated other comprehensive loss until realized. Trading securities are recorded at fair value with changes in fair value recorded inInterest income and other non-operating income, net. We determine realized gains and losses for all securities using the specific identification method.We measure the fair value of our marketable securities using a market approach where identical or comparable prices are available and an income approachin other cases. Securities are classified in Level 1 when quoted prices in an active market for identical securities are available. If quoted market prices are notavailable, fair values of securities are determined using prices from a pricing service, pricing models, quoted prices of securities with similar characteristics ordiscounted cash flow models and are generally classified in Level 2. These prices represent non-binding quotes. U.S. government and agency securities,sovereign debt and corporate debt securities are classified in Level 2. Our pricing service utilizes industry-standard pricing models that consider variousinputs, including benchmark yields, reported trades, broker/dealer quotes, issuer spreads and benchmark securities as well as other relevant economicmeasures. We conduct an annual review of our pricing service. This review includes discussion and analysis of the inputs used by the pricing service toprovide prices for the types of securities we hold. These inputs include prices for comparable securities, bid/ask quotes, interest rate yields and prepaymentspeeds. Based on our review we believe the prices received from our pricing service are a reliable representation of exit prices. Securities are classified in Level 3in certain cases where there are unobservable inputs to the valuation in the marketplace. Level 3 financial instruments typically include, in addition to theunobservable inputs, observable components that are validated to external sources.An evaluation is made quarterly to determine if unrealized losses related to non-trading investments in securities are other-than-temporary. Factors consideredin determining whether a loss on a marketable security is other-than-temporary include: (1) the length of time and extent to which the fair value has been belowcost; (2) the financial condition and near-term prospects of the issuer; and (3) the intent to sell or likelihood to be forced to sell the security before anyanticipated recovery.Finance ReceivablesAs the result of our October 2010 acquisition of GM Financial and GM Financial's acquisition of the Ally Financial, Inc. (Ally Financial) internationaloperations, finance receivables are reported in two portfolios: pre-acquisition and post-acquisition portfolios. The pre-acquisition finance receivables portfolioconsists of finance receivables that were considered to have had deterioration in credit quality at the time they were acquired with the acquisition of GMFinancial or the acquisition of the Ally Financial international operations. The pre-acquisition portfolio will decrease over time with the amortization of theacquired receivables. The post-acquisition finance receivables portfolio consists of finance receivables that were considered to have had no deterioration incredit quality at the time they were acquired with the acquisition of the Ally Financial international operations and finance receivables originated since theacquisitions of GM Financial and the Ally Financial international operations. The post-acquisition portfolio is expected to grow over time as GM Financialoriginates new receivables.71Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)Pre-Acquisition Consumer Finance Receivables At the time of acquisitions the receivables were recorded at fair value. The pre-acquisition finance receivables were acquired at a discount, which containstwo components: a non-accretable difference and an accretable yield. The accretable yield is recorded as finance charge income over the life of the acquiredreceivables.Any deterioration in the performance of the pre-acquisition finance receivables from their expected performance will result in an incremental provision forloan losses. Improvements in the performance of the pre-acquisition finance receivables will result first in the reversal of any incremental related allowance forloan losses and then in a transfer of the excess from the non-accretable difference to accretable yield, which will be recorded as finance charge income over theremaining life of the receivables.Post-Acquisition Consumer Finance Receivables and Allowance for Loan LossesPost-acquisition finance receivables originated since the acquisitions of GM Financial and the Ally Financial international operations are carried at amortizedcost, net of allowance for loan losses.The component of the allowance for consumer finance receivables that are collectively evaluated for impairment is based on a statistical calculationsupplemented by management judgment. GM Financial uses a combination of forecasting models to determine the allowance for loan losses. Factors that areconsidered when estimating the allowance include loss confirmation period, historical delinquency migration to loss, probability of default and loss givendefault. The loss confirmation period is a key assumption within the models, which represents the average amount of time between when a loss event firstoccurs to when the receivable is charged-off.Consumer finance receivables that become classified as troubled debt restructurings (TDRs) are separately assessed for impairment. A specific allowance isestimated based on the present value of the expected future cash flows of the receivable discounted at the loan's original effective interest rate.The finance receivables acquired with Ally Financial international operations that were considered to have no deterioration in credit quality at the time ofacquisition were recorded at fair value. The purchase discount will accrete to income over the life of the receivables, based on contractual cash flows, using theeffective interest method. Provisions for loan losses are charged to operations in amounts equal to net credit losses for the period. Any subsequent deteriorationin the performance of the acquired receivables will result in an incremental provision for loan losses.InventoryInventories are stated at the lower of cost or market. Market, which represents selling price less cost to sell, considers general market and economicconditions, periodic reviews of current profitability of vehicles, product warranty costs and the effect of current and expected incentive offers at the balancesheet date. Market for off-lease and other vehicles is current auction sales proceeds less disposal and warranty costs. Productive material, work in process,supplies and service parts are reviewed to determine if inventory quantities are in excess of forecasted usage or if they have become obsolete.Equipment on Operating Leases, netEquipment on operating leases, net is reported at cost, less accumulated depreciation, net of origination fees or costs, and lease incentives. Estimated incomefrom operating lease assets, which includes lease origination fees, net of lease origination costs, is recorded as operating lease revenue on a straight-line basisover the term of the lease agreement. Leased vehicles are depreciated on a straight-line basis to an estimated residual value over the term of the lease agreements.We have significant investments in vehicles in operating lease portfolios, which are composed of vehicle leases to retail customers with lease terms of up to60 months and vehicles leased to rental car companies with lease terms that average eight months or less. We are exposed to changes in the residual values ofthose assets. For impairment purposes the residual values represent estimates of the values of the vehicles leased at the end of the lease contracts and aredetermined based on forecasted auction proceeds when there is a reliable basis to make such a determination. Realization of the residual values is dependent onthe future ability to market the vehicles under the prevailing market conditions. The adequacy of the estimate of the residual value is evaluated over the life ofthe lease and adjustments may be made to the extent the expected value of the vehicle at lease termination changes. Adjustments may be in the form of revisionsto the depreciation rate or recognition of an impairment charge. Impairment is determined to exist72Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)if the expected future cash flows, which include estimated residual values, are lower than the carrying amount of the vehicles leased. If the carrying amount isconsidered impaired, an impairment charge is recorded for the amount by which the carrying amount exceeds the fair value. Fair value is determined primarilyusing the anticipated cash flows, including estimated residual values.In our Automotive operations when a leased vehicle is returned the asset is reclassified from Equipment on operating leases, net to Inventories at the lower ofcost or estimated selling price, less cost to sell. In our Automotive Finance operations when a leased vehicle is returned or repossessed the asset is recorded inOther assets at the lower of cost or estimated selling price, less costs to sell. Upon disposition a gain or loss is recorded for any difference between the net bookvalue of the leased asset and the proceeds from the disposition of the asset.Impairment charges related to Equipment on operating leases, net are recorded in Automotive cost of sales or GM Financial operating and other expenses.Valuation of Cost and Equity Method InvestmentsWhen events and circumstances warrant, investments accounted for under the cost or equity method of accounting are evaluated for impairment. Animpairment charge is recorded whenever a decline in value of an investment below its carrying amount is determined to be other-than-temporary. In determiningif a decline is other-than-temporary, factors such as the length of time and extent to which the fair value of the investment has been less than the carryingamount of the investment, the near-term and longer-term operating and financial prospects of the affiliate and the intent and ability to hold the investment for aperiod of time sufficient to allow for any anticipated recovery are considered. Impairment charges related to equity method investments are recorded in Equityincome and gain on investments. Impairment charges related to cost method investments are recorded in Interest income and other non-operating income, net.Property, netProperty, plant and equipment, including internal use software, is recorded at cost. Major improvements that extend the useful life or add functionality ofproperty are capitalized. The gross amount of assets under capital leases is included in property, plant and equipment. Expenditures for repairs andmaintenance are charged to expense as incurred. We depreciate all depreciable property using the straight-line method. Leasehold improvements are amortizedover the period of lease or the life of the asset, whichever is shorter. The amortization of the assets under capital leases is included in depreciation expense.Upon retirement or disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the accounts and anyresulting gain or loss is recorded in earnings. Impairment charges related to property are recorded in Automotive cost of sales, Automotive selling, general andadministrative expense or GM Financial operating and other expenses.Special ToolsSpecial tools represent product-specific powertrain and non-powertrain related tools, dies, molds and other items used in the vehicle manufacturing process.Expenditures for special tools are recorded at cost and are capitalized. We amortize all non-powertrain special tools over their estimated useful lives using anaccelerated amortization method. We amortize powertrain special tools over their estimated useful lives using the straight-line method. Impairment chargesrelated to special tools are recorded in Automotive cost of sales.GoodwillGoodwill arises from the application of fresh-start reporting and acquisitions accounted for as business combinations. Goodwill is tested for impairment forall reporting units on an annual basis during the fourth quarter, or more frequently if events occur or circumstances change that would warrant such a review.When the fair value of a reporting unit falls below its carrying amount an impairment charge is recorded for the amount, if any, by which the carrying amountof goodwill exceeds its implied fair value. Fair values of reporting units are established using a discounted cash flow method. Where available and asappropriate, comparative market multiples and the quoted market price for our common stock are used to corroborate the results of the discounted cash flowmethod. Our reporting units are GMNA and GME and various reporting units within the GMIO, GMSA and GM Financial segments. Due to the integratednature of our manufacturing operations and the sharing of assets, other resources and vehicle platforms among brands within GMNA and GME and becausefinancial information by brand or country is not discrete below the operating segment level, GMNA and GME do not contain reporting units below theoperating segment level. GMIO, GMSA and GM Financial are73Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)less integrated given the lack of regional trade pacts and other unique geographical differences and thus contain separate reporting units below the operatingsegment level. Goodwill would be reassigned on a relative-fair-value basis to a portion of a reporting unit to be disposed of or upon the reorganization of thecomposition of one or more of our reporting units, unless the reporting unit was never integrated.Intangible Assets, netIntangible assets, excluding Goodwill, primarily include brand names (including defensive intangibles associated with discontinued brands), technologyand intellectual property, customer relationships and dealer networks.Intangible assets are amortized on a straight-line or an accelerated method of amortization over their estimated useful lives. An accelerated amortizationmethod reflecting the pattern in which the asset will be consumed is utilized if that pattern can be reliably determined. We consider the period of expected cashflows and underlying data used to measure the fair value of the intangible assets when selecting a useful life. Impairment charges related to intangible assets arerecorded in Automotive selling, general and administrative expense or Automotive cost of sales.Amortization of developed technology and intellectual property is recorded in Automotive cost of sales. Amortization of brand names, customer relationshipsand our dealer networks is recorded in Automotive selling, general and administrative expense or GM Financial operating and other expenses.Valuation of Long-Lived AssetsThe carrying amount of long-lived assets and finite-lived intangible assets to be held and used in the business are evaluated for impairment when events andcircumstances warrant. If the carrying amount of a long-lived asset group is considered impaired, a loss is recorded based on the amount by which thecarrying amount exceeds fair value. Product-specific long-lived asset groups are tested for impairment at the platform or vehicle line level and consider theirgeographical location. Non-product specific long-lived assets are tested for impairment on a reporting unit basis in GMNA and GME and tested at or withinour various reporting units within our GMIO, GMSA and GM Financial segments. Fair value is determined using either the market or sales comparisonapproach, cost approach or anticipated cash flows discounted at a rate commensurate with the risk involved. Long-lived assets to be disposed of other than bysale are considered held for use until disposition. Product-specific assets may become impaired as a result of declines in profitability due to changes involume, pricing or costs.Pension and Other Postretirement PlansAttribution, Methods and AssumptionsThe cost of benefits provided by defined benefit pension plans is recorded in the period employees provide service. The cost of pension plan amendmentsthat provide for benefits already earned by plan participants is amortized over the expected period of benefit which may be: (1) the duration of the applicablecollective bargaining agreement specific to the plan; (2) expected future working lifetime; or (3) the life expectancy of the plan participants.The cost of medical, dental, legal service and life insurance benefits provided through postretirement benefit plans is recorded in the period employeesprovide service. The cost of postretirement plan amendments that provide for benefits already earned by plan participants is amortized over the expected periodof benefit which may be the average period to full eligibility or the average life expectancy of the plan participants, or the period to the plan's termination datefor a plan which provides legal services.An expected return on plan asset methodology is utilized to calculate future pension expense for certain significant funded benefit plans. A market-relatedvalue of plan assets methodology is also utilized that averages gains and losses on the plan assets over a period of years to determine future pension expense.The methodology recognizes 60% of the difference between the fair value of assets and the expected calculated value in the first year and 10% of that differenceover each of the next four years.The discount rate assumption is established for each of the retirement-related benefit plans at their respective measurement dates. In the U.S. we use a cashflow matching approach that uses projected cash flows matched to spot rates along a high quality corporate yield curve to determine the present value of cashflows to calculate a single equivalent discount rate.74Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)The benefit obligation for pension plans in Canada, the United Kingdom and Germany represents 92% of the non-U.S. pension benefit obligation atDecember 31, 2013. The discount rates for plans in Canada, the United Kingdom and Germany are determined using a cash flow matching approach, similarto the U.S. approach.In countries other than the U.S., Canada, the United Kingdom and those located in the Eurozone discount rates are established depending on the localfinancial markets, using a high quality yield curve based on local bonds, a yield curve adjusted to reflect local conditions or local actuarial standards.Plan Asset ValuationCash Equivalents and Other Short-Term InvestmentsMoney market funds and other similar short-term investment funds are valued using the net asset value per share (NAV). Prices for short-term debtsecurities are received from independent pricing services or from dealers who make markets in such securities. Independent pricing services utilize matrixpricing which considers readily available inputs such as the yield or price of bonds of comparable quality, coupon, maturity and type as well as dealersupplied prices. Money market mutual funds which provide investors with the ability to redeem their interests on a daily basis and for which NAVs arepublicly available are classified in Level 1. Other cash equivalents and short-term investments are classified in Level 2.Common and Preferred StockCommon and preferred stock for which market prices are readily available at the measurement date are valued at the last reported sale price or officialclosing price on the primary market or exchange on which they are actively traded and are classified in Level 1. Such equity securities for which the market isnot considered to be active are valued via the use of observable inputs, which may include, among others, the use of adjusted market prices last available,bids or last available sales prices and/or other observable inputs and are classified in Level 2. Common and preferred stock classified in Level 3 are thoseprivately issued securities or other issues that are valued via the use of valuation models using significant unobservable inputs that generally consider amongothers, aged (stale) pricing, earnings multiples, discounted cash flows and/or other qualitative and quantitative factors.Fixed Income SecuritiesFixed income securities are valued based on quotations received from independent pricing services or from dealers who make markets in such securities.Debt securities which are priced via the use of pricing services that utilize matrix pricing which considers readily observable inputs such as the yield or priceof bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices, are classified in Level 2. Fixed income securities within thiscategory that are typically priced by dealers and pricing services via the use of proprietary pricing models which incorporate significant unobservable inputsare classified in Level 3. These inputs primarily consist of yield and credit spread assumptions, discount rates, prepayment curves, default assumptions andrecovery rates.Investment Funds, Private Equity and Debt Investments and Real Estate InvestmentsInvestments in exchange traded funds, real estate investment trusts and mutual funds, for which market quotations are generally readily available, arevalued at the last reported sale price, official closing price or publicly available NAV (or its equivalent) on the primary market or exchange on which they aretraded and are classified in Level 1. Investments in private investment funds (including hedge funds, private equity funds and real estate funds) are generallyvalued based on their respective NAV (or its equivalent), as a practical expedient to estimate fair value due to the absence of readily available market prices.Investments in private investment funds, which may be fully redeemed at NAV in the near-term are generally classified in Level 2. Investments in funds,which may not be fully redeemed at NAV in the near-term, are generally classified in Level 3.Direct investments in private equity, private debt and real estate securities, are generally valued in good faith via the use of the market approach (earningsmultiples from comparable companies) or the income approach (discounted cash flow techniques), and consider inputs such as revenue growth and grossmargin assumptions, discount rates, discounts for lack of liquidity, market capitalization rates, and the selection of comparable companies. As thesevaluations incorporate significant unobservable inputs they are classified in Level 3.75Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)Fair value estimates for private investment funds, private equity, private debt and real estate investments are provided by the respective investment sponsorsor investment advisers and are subsequently reviewed and approved by management. In the event management concludes a reported NAV or fair value estimate(collectively, external valuation) does not reflect fair value or is not determined as of the financial reporting measurement date, we will consider whether andwhen deemed necessary to make an adjustment at the balance sheet date. In determining whether an adjustment to the external valuation is required, we willreview material factors that could affect the valuation, such as changes to the composition or performance of the underlying investments or comparableinvestments, overall market conditions, expected sale prices for private investments which are probable of being sold in the short term and other economicfactors that may possibly have a favorable or unfavorable effect on the reported external valuation.DerivativesExchange traded derivatives, such as options and futures, for which market quotations are readily available, are valued at the last reported sale price orofficial closing price on the primary market or exchange on which they are traded and are classified in Level 1. Over-the-counter derivatives, including but notlimited to swaps, swaptions and forwards, which are typically valued through independent pricing services with observable inputs are generally classified inLevel 2. Swaps that are cleared by clearinghouses or exchanges are valued with the prices provided by those venues and are generally classified in Level 2.Derivatives classified in Level 3 are typically valued via the use of pricing models which incorporate significant unobservable inputs, but may also includederivatives which are valued with the use of significant observable inputs which are not subject to corroboration. The inputs part of the model basedvaluations may include extrapolated or model-derived assumptions such as volatilities, yield and credit spread assumptions.Due to the lack of timely available market information for certain investments in the asset classes described above as well as the inherent uncertainty ofvaluation, reported fair values may differ from fair values that would have been used had timely available market information been available.Job Security Programs and Extended Disability BenefitsWe have job security programs to provide International Union, United Automobile, Aerospace and Agriculture Implement Workers of America (UAW) andCanadian Auto Workers Union (CAW) employees reduced wages and continued coverage under certain employee benefit programs depending on theemployee's classification as well as the number of years of service that the employee has accrued. We also provide extended disability benefits for employeescurrently disabled and those in the active workforce who may become disabled in the form of income replacement, healthcare costs and life insurancepremiums.We recognize a liability for job security programs and extended disability benefits over the expected service period using measurement provisions similar tothose used to measure our other postretirement benefits (OPEB) obligations based on our best estimate of the probable liability at the measurement date. Werecord actuarial gains and losses immediately in earnings.Stock Incentive PlansWe measure and record compensation expense for all share-based payment awards based on the award's estimated fair value which is the fair value of ourcommon stock on the date of grant, or for restricted stock units (RSUs) granted prior to our public offering, the fair value of our common stock as of the dateof the public offering. We record compensation cost for the awards on a straight-line basis over the entire vesting period, or for retirement eligible employeesover the requisite service period. Salary stock awards granted are fully vested and nonforfeitable upon grant; therefore, compensation cost is recorded on thedate of grant. The liability for stock incentive plan awards settled in cash is remeasured to fair value at the end of each reporting period.Policy, Product Warranty and Recall CampaignsThe estimated costs related to policy and product warranties are accrued at the time products are sold and are charged to Automotive cost of sales. Theseestimates are established using historical information on the nature, frequency and average cost of claims of each vehicle line or each model year of the vehicleline and assumptions about future activity and events. Revisions are made when necessary based on changes in these factors. Trends of claims are activelystudied and actions are taken to improve vehicle quality and minimize claims. The estimated costs related to product recalls based on a formal campaignsoliciting return of that product are accrued when they are deemed to be probable and can be reasonably estimated.76Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)Income TaxesThe liability method is used in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis ofassets and liabilities and their reported amounts in the consolidated financial statements using the statutory tax rates in effect for the year in which thedifferences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recorded in the results of operations in the periodthat includes the enactment date under the law.Deferred income tax assets are evaluated quarterly to determine if valuation allowances are required or should be adjusted. We establish valuation allowancesfor deferred tax assets based on a more likely than not standard. The ability to realize deferred tax assets depends on the ability to generate sufficient taxableincome within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction. The assessment regarding whether avaluation allowance is required or should be adjusted also considers all available positive and negative evidence factors.It is difficult to conclude a valuation allowance is not required when there is significant objective and verifiable negative evidence, such as cumulative lossesin recent years. We utilize a rolling three years of actual and current year results as the primary measure of cumulative losses in recent years.Income tax expense (benefit) for the year is allocated between continuing operations and other categories of income such as Other comprehensive income(loss). In periods in which there is a pre-tax loss from continuing operations and pre-tax income in another income category, the tax benefit allocated tocontinuing operations is determined by taking into account the pre-tax income of other categories.We record uncertain tax positions on the basis of a two-step process whereby: (1) we determine whether it is more likely than not that the tax positions will besustained based on the technical merits of the position; and (2) for those tax positions that meet the more likely than not recognition, we recognize the largestamount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. We record interest and penalties onuncertain tax positions in Income tax expense (benefit).Foreign Currency Transactions and TranslationThe assets and liabilities of foreign subsidiaries that use the local currency as their functional currency are translated to U.S. Dollars based on the currentexchange rate prevailing at each balance sheet date and any resulting translation adjustments are included in Accumulated other comprehensive loss. The assetsand liabilities of foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currencyand then translated to U.S. Dollars. Revenues and expenses are translated into U.S. Dollars using the average exchange rates prevailing for each periodpresented.Gains and losses arising from foreign currency transactions and the effects of remeasurements discussed in the preceding paragraph are recorded inAutomotive cost of sales and GM Financial operating and other expenses unless related to Automotive debt, which are recorded in Interest income and othernon-operating income, net. Foreign currency transaction and remeasurement losses were $350 million, $117 million and $55 million in the years endedDecember 31, 2013, 2012 and 2011.Recently Adopted Accounting PrinciplesOn January 1, 2013 we adopted Accounting Standards Update (ASU) 2013-02, “Reporting of Amounts Reclassified Out of Accumulated OtherComprehensive Income." This ASU does not change current requirements for reporting net income or other comprehensive income (OCI) in financialstatements; rather, it requires certain disclosures of the amount of reclassifications of items from OCI to net income by component. The related disclosures arepresented in Note 21.Accounting Standards Not Yet AdoptedIn July 2013 the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss,or a Tax Credit Carryforward Exists” to eliminate diversity in practice. This ASU requires that companies net their unrecognized tax benefits against all same-jurisdiction net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority. This new guidance is effectiveprospectively for annual reporting periods77Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)beginning on or after December 15, 2013 and interim periods therein. The adoption of this ASU will not have a material effect on our consolidated financialstatements because it aligns with our current presentation.Note 3. Acquisition of BusinessesAcquisition of Certain Ally Financial International OperationsIn November 2012 GM Financial entered into a definitive agreement with Ally Financial to acquire 100% of the outstanding equity interests in the top levelholding companies of its automotive finance and financial services operations in Europe and Latin America and a separate agreement to acquire AllyFinancial’s non-controlling equity interest in GMAC-SAIC Automotive Finance Company Limited (GMAC-SAIC), which conducts automotive finance andother financial services in China.On April 1, 2013 GM Financial completed the acquisition of Ally Financial's European and Latin American automotive finance operations except for France,Portugal and Brazil; on June 1, 2013 it completed the acquisition of Ally Financial's automotive finance operations in France and Portugal; and on October 1,2013 it completed the acquisition of Ally Financial's automotive finance operations in Brazil. The aggregate consideration for these acquisitions was $3.3billion, subject to certain closing adjustments. Acquisition-related costs were insignificant. In addition GM Financial repaid loans of $1.4 billion that wereassumed as part of the acquisitions. GM Financial recorded the fair value of the assets acquired and liabilities assumed on the acquisition dates. Certainamounts previously presented related to the acquisitions have been, and will continue to be, updated as a result of closing adjustments.GM Financial's acquisition of Ally Financial's equity interest in GMAC-SAIC is subject to certain regulatory and other approvals and is expected to close in2014. GM Financial expects to pay approximately $900 million to close this acquisition subject to certain closing adjustments.The following table summarizes the aggregate consideration and the assets acquired and liabilities assumed at the acquisition dates before eliminations fornet intercompany receivables of approximately $300 million (dollars in millions):Cash$607Restricted cash906Finance receivables15,144Other assets, including identifiable intangible assets769Secured and unsecured debt(12,833)Other liabilities(1,483)Identifiable net assets acquired3,110Goodwill resulting from the acquisitions144Aggregate consideration$3,254The fair value of finance receivables was determined using a discounted cash flow approach. The contractual cash flows were adjusted for estimatedprepayments, defaults, recoveries and servicing costs and discounted using a discount rate commensurate with risks and maturity inherent in the financecontracts. The contractually required payments receivable, cash flows expected to be collected and fair value for finance receivables acquired with deterioratedcredit quality at the acquisition date were $799 million, $728 million and $601 million. The contractually required payments receivable, cash flows notexpected to be collected and fair value for other acquired finance receivables were $15.6 billion, $303 million and $14.5 billion. The fair value of secured andunsecured debt was determined using quoted market prices when available and a discounted cash flow approach when not available.We recorded goodwill in the amount of $144 million for the excess of the aggregate consideration over the fair value of the individual assets acquired andliabilities assumed and such amount is primarily attributed to the value of the incremental GM Financial business expected. The recorded goodwill is subjectto further adjustment resulting from the finalization of closing balance sheet audits. Valuations and assumptions pertaining to income taxes are subject tochange as additional information is obtained during the measurement period. All of the goodwill was assigned to the GM Financial segment and will beassigned to reporting units, which will be determined pending completion of the remaining acquisitions. The goodwill is not tax deductible.78Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)The results of the acquired European and Latin American automotive finance operations are included in GM Financial's results beginning on the dates GMFinancial completed each acquisition. The following table summarizes the actual amounts of revenue and earnings included in our consolidated financialstatements as well as certain pro forma revenue and earnings of the combined entity had these acquisitions occurred as of January 1, 2012, withoutconsideration of historical transactions between the acquired operations and us, as it is impracticable to obtain such information (dollars in millions): Acquired Operations'Amounts Included in ResultsFor Year Ended December31, 2013 Pro Forma-Combined for Years Ended December 31, 2013 December 31, 2012Total net sales and revenue$968 $156,284 $154,161Net income attributable to stockholders$109 $5,492 $6,412Acquisition of SAIC GM Investment LimitedIn September 2012 we obtained control of SAIC GM Investment Limited, the holding company of General Motors India Private Limited and Chevrolet SalesIndia Private Limited (collectively GM India) with an 86% interest and consolidated GM India and recorded goodwill of $61 million. We also recognized again of $51 million which was recorded in Equity income and gain on investments. In addition we invested $125 million in GM India, which increased ourinterest in GM India to 90.8%. Refer to Note 8 for additional details on our investment in GM India prior to acquisition.Note 4. GM Financial Receivables, netIn the year ended December 31, 2013 GM Financial acquired certain international operations in Europe and Latin America from Ally Financial that conductconsumer and commercial lending activities. All of the loans acquired were made on a secured basis.The following table summarizes the components of consumer and commercial finance receivables, net (dollars in millions): December 31, 2013 December 31, 2012 Consumer Commercial Total Consumer Commercial TotalPre-acquisition finance receivables, outstanding amount$1,294 $— $1,294 $2,162 $— $2,162Pre-acquisition finance receivables, carrying amount$1,174 $— $1,174 $1,958 $— $1,958Post-acquisition finance receivables, net of fees21,956 6,050 28,006 8,831 560 9,391Finance receivables23,130 6,050 29,180 10,789 560 11,349Less: 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 $11,313Of the total allowance for loan losses in the above table, $427 million and $266 million were current at December 31, 2013 and 2012. GM Financial determined the fair value of consumer finance receivables using observable and unobservable inputs within a cash flow model. The inputsreflect assumptions regarding expected prepayments, deferrals, delinquencies, recoveries and charge-offs of the loans within the portfolio. The cash flow modelproduces an estimated amortization schedule of the finance receivables which is the basis for the calculation of the series of cash flows that derive the fairvalue of the portfolio. The series of cash flows is calculated and discounted using a weighted-average cost of capital (WACC) using unobservable debt andequity percentages, an unobservable cost of equity and an observable cost of debt based on companies with a similar credit rating and maturity profile as theportfolio. Macroeconomic factors could negatively affect the credit performance of the portfolio and therefore could potentially affect the assumptions used inGM Financial's cash flow model. Substantially all commercial finance receivables either have variable interest rates and maturities of one year or less, or wereacquired or originated within the past year. Therefore, the carrying amount is considered to be a reasonable estimate of fair value.79Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)GM Financial reviews its pre-acquisition finance receivables portfolios for differences between contractual cash flows and the cash flows expected to becollected to determine if the difference is attributable, at least in part, to credit quality. In the years ended December 31, 2013 and 2012 as a result ofimprovements in credit performance of the pre-acquisition finance receivables, GM Financial transferred the amount of excess cash flows from the non-accretable difference to accretable yield. GM Financial will recognize this excess as finance charge income over the remaining life of the portfolio.The following table summarizes the activity for accretable yield (dollars in millions): Years Ended December 31, 2013 2012Balance at beginning of period$404 $737Ally Financial international operations acquisition127 Accretion of accretable yield(342) (503)Transfer from non-accretable difference74 170Effect of foreign currency(8) —Balance at end of period$255 $404The following table summarizes activity for the allowance for loan losses on consumer and commercial finance receivables (dollars in millions): Years Ended December 31,(a) 2013 2012 2011Balance at beginning of period$351 $179 $26Provision for loan losses475 304 178Charge-offs(643) (304) (66)Recoveries362 172 41Effect of foreign currency3 — —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.Credit QualityConsumer Finance ReceivablesGM Financial uses proprietary scoring systems that measure the credit quality of the receivables using several factors, such as credit bureau information,consumer credit risk scores (e.g. FICO score) and contract characteristics. In addition to GM Financial's proprietary scoring systems GM Financial considersother individual consumer factors such as employment history, financial stability and capacity to pay. Subsequent to origination GM Financial reviews thecredit quality of retail receivables based on customer payment activity. At the time of loan origination substantially all of GM Financial's internationalconsumers have prime credit scores. In North America sub-prime is typically defined as a loan with a borrower that has a FICO score of less than 620. AtDecember 31, 2013 and 2012 88% and 84% of the consumer finance receivables in North America were consumers with FICO scores less than 620.An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due.At December 31, 2013 and 2012 the accrual of finance charge income has been suspended on delinquent consumer finance receivables based on contractualamounts due of $642 million and $503 million.GM Financial purchases consumer finance contracts from automobile dealers without recourse and, accordingly, the dealer has no liability to GM Financialif the consumer defaults on the contract. Finance receivables are collateralized by vehicle titles and GM Financial has the right to repossess the vehicle in theevent the consumer defaults on the payment terms of the contract.80Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)The following table summarizes the contractual amount of delinquent contracts, which is not materially different from the recorded investment of theconsumer finance receivables (dollars in millions): December 31, 2013 December 31, 2012 Amount Percent ofContractual AmountDue Amount Percent ofContractual AmountDueDelinquent contracts 31-to-60 days$952 4.1% $672 6.1%Greater-than-60 days408 1.7% 230 2.1%Total finance receivables more than 30 days delinquent1,360 5.8% 902 8.2%In repossession41 0.2% 31 0.3%Total finance receivables more than 30 days delinquent or in repossession$1,401 6.0% $933 8.5%Impaired Finance Receivables - Troubled Debt RestructuringsThe following table summarizes the outstanding recorded investment for consumer finance receivables that are considered to be TDRs and the relatedallowance (dollars in millions): December 31, 2013 December 31, 2012Outstanding recorded investment$767 $228Less: allowance for loan losses(103) (32)Outstanding recorded investment, net of allowance$664 $196 Unpaid principal balance$779 $232Commercial Finance ReceivablesGM Financial's commercial finance receivables consist of dealer financings. A proprietary model is used to assign a risk rating to each dealer. A creditreview of each dealer is performed at least annually and, if necessary, the dealer's risk rating is adjusted on the basis of the review. At December 31, 2013 and2012 the commercial finance receivables or loans on non-accrual status were insignificant.The following table summarizes the credit risk profile by dealer grouping of the commercial finance receivables (dollars in millions): December 31, 2013 December 31, 2012Group I - Dealers with strong to superior financial metrics$549 $99Group II - Dealers with fair to favorable financial metrics1,460 278Group III - Dealers with marginal to weak financial metrics1,982 171Group IV - Dealers with poor financial metrics1,462 12Group V - Dealers warranting special mention due to potential weaknesses385 Group VI - Dealers with loans classified as substandard, doubtful or impaired212 $6,050 $560The credit lines for Group VI dealers are suspended and no further funding is extended to these dealers. Note 5. Marketable SecuritiesThe following table summarizes information regarding marketable securities (dollars in millions):81Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) December 31, 2013 December 31, 2012 Fair ValueLevel Cost Fair Value Cost Fair ValueCash and cash equivalents Available-for-sale securities U.S. government and agencies2 $1,437 $1,437 $4,190 $4,190Sovereign debt2 515 515 — —Money market funds1 1,262 1,262 1,799 1,799Corporate debt2 7,598 7,598 3,222 3,222Total available-for-sale securities $10,812 10,812 $9,211 9,211Trading securities Sovereign debt2 — 1,408Corporate debt2 25 —Total trading securities 25 1,408Total marketable securities classified as cash equivalents 10,837 10,619Cash, cash equivalents and time deposits 9,184 7,803Total cash and cash equivalents $20,021 $18,422Marketable securities - current Available-for-sale securities U.S. government and agencies2 $5,343 $5,344 $1,231 $1,231Corporate debt2 1,867 1,869 2,465 2,505Equity and sovereign debt1 & 2 22 22 30 51Total available-for-sale securities $7,232 7,235 $3,726 3,787Trading securities - Sovereign debt2 1,737 5,201Total marketable securities - current 8,972 8,988Marketable securities - non-current Available-for-sale securities - Investment in Peugeot S.A.1 $— — $179 179Total marketable securities $8,972 $9,167Restricted cash and marketable securities Available-for-sale securities Money market funds1 $897 $897 $933 $933Other2 34 35 198 199Total marketable securities classified as restricted cash and marketable securities $931 932 $1,131 1,132Restricted cash and cash equivalents and time deposits 1,144 236Total restricted cash and marketable securities $2,076 $1,368We are required to post cash and marketable securities as collateral as part of certain agreements that we enter into as part of our operations. Cash andmarketable securities subject to contractual restrictions and not readily available are classified as Restricted cash and marketable securities. Restricted cashand marketable securities are invested in accordance with the terms of the underlying agreements and include amounts related to various deposits, escrows andother cash collateral.Sales proceeds from investments classified as available-for-sale and sold prior to maturity were $4.7 billion, $4.7 billion and $1.6 billion in the years endedDecember 31, 2013, 2012 and 2011.The following table summarizes the amortized cost and the fair value of investments classified as available-for-sale by contractual maturity at December 31,2013 (dollars in millions):82Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Amortized Cost Fair ValueDue in one year or less$14,879 $14,881Due after one year through five years1,937 1,939Total contractual maturities of available-for-sale securities$16,816 $16,820Cumulative unrealized gains and losses on available-for-sale securities and net unrealized gains (losses) on trading securities were insignificant at and in theyears ended December 31, 2013, 2012 and 2011.Peugeot S.A.In December 2013 we sold our seven percent investment in Peugeot S. A. (PSA) common stock for $339 million, net of disposal costs and we recorded a netgain of $152 million in Interest income and other non-operating income, net.At December 31, 2012 we measured the fair value of our investment in PSA common stock using the published stock price and determined the carryingamount of our investment in PSA common stock exceeded its fair value. PSA’s stock price had shown no sustained signs of recovery towards the price atwhich we acquired it in March 2012. Based upon the 55% decline in PSA common stock price since our acquisition and the nine month duration of theimpairment, combined with our fourth quarter reassessment of our European automotive operations, we concluded that the impairment of our investment inPSA common stock was other-than-temporary. As a result we transferred the total unrealized losses from Accumulated other comprehensive loss to Interestincome and other non-operating income, net resulting in an impairment charge of $220 million.Note 6. InventoriesThe following table summarizes the components of Inventories (dollars in millions): December 31, 2013 December 31, 2012Productive material, supplies and work in process$5,872 $6,560Finished product, including service parts8,167 8,154Total inventories$14,039 $14,714Note 7. Equipment on Operating Leases, netAutomotiveEquipment on operating leases, net is composed of vehicle sales to daily rental car companies. The following table summarizes information related toEquipment on operating leases, net (dollars in millions): December 31, 2013 December 31, 2012Equipment on operating leases$2,605 $1,946Less: accumulated depreciation(207) (164)Equipment on operating leases, net$2,398 $1,782The following table summarizes depreciation expense and impairment charges related to Equipment on operating leases, net (dollars in millions): Years Ended December 31, 2013 2012 2011Depreciation expense$218 $227 $431Impairment charges$168 $181 $151 Automotive Financing - GM Financial83Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)GM Financial originates leases in the U.S. and Canada that are recorded as operating leases. A Canadian subsidiary of GM Financial originates and sellsleases to a third-party with servicing retained. The following table summarizes GM Financial equipment on operating leases, net (dollars in millions): December 31, 2013 December 31, 2012GM Financial equipment on operating leases$4,025 $1,910Less: accumulated depreciation(642) (261)GM Financial equipment on operating leases, net$3,383 $1,649Depreciation expense related to GM Financial equipment on operating leases, net was $450 million, $205 million and $70 million in the years endedDecember 31, 2013, 2012 and 2011.The following table summarizes minimum rental payments due to GM Financial as lessor under operating leases (dollars in millions):20142015201620172018Minimum rental receipts under operating leases$628$512$266$43$4Note 8. Equity in Net Assets of Nonconsolidated AffiliatesNonconsolidated affiliates are entities in which an equity ownership interest is maintained and for which the equity method of accounting is used, due to theability to exert significant influence over decisions relating to their operating and financial affairs.The following table summarizes information regarding Equity income and gain on investments (dollars in millions): Years Ended December 31, 2013 2012 2011China joint ventures (China JVs)$1,763 $1,521 $1,511New Delphi (including gain on disposition)— — 1,727Others (including gain on acquisition of GM India)47 41 (46)Total equity income and gain on investments$1,810 $1,562 $3,192Sales and income of our joint ventures are not consolidated into our financial statements; rather, our proportionate share of the earnings of each joint ventureis reflected as Equity income and gain on investments.We received dividends from nonconsolidated affiliates of $1.7 billion, $1.4 billion and $1.2 billion in the years ended December 31, 2013, 2012 and 2011.At December 31, 2013 and 2012 we had undistributed earnings including dividends declared but not received, of $1.8 billion and $1.7 billion related to ournonconsolidated affiliates.Investment in China JVsThe following table summarizes our direct ownership interests in China JVs:84Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) December 31, 2013 December 31, 2012Shanghai 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 UsedCar)33% 33%SAIC General Motors Sales Co., Ltd. (SGMS)49% 49%SGM is a joint venture established by Shanghai Automotive Industry Corporation (SAIC) (50%) and us (50%). SGM has interests in three other jointventures in China: SGM Norsom, SGM DY and SGM DYPT. These three joint ventures are jointly held by SGM (50%), SAIC (25%) and us (25%). Thesefour joint ventures are engaged in the production, import, and sale of a comprehensive range of products under the Buick, Chevrolet and Cadillac brands.SGM also has interests in Shanghai OnStar (20%) and Shanghai Chengxin Used Car (33%). SGM also has a 20% equity interest in GMAC-SAIC, a jointventure established by General Motors Acceptance Corporation (now Ally Financial) (40%) and SAIC Finance Co., Ltd. (40%).SGMS is a joint venture established in November 2011 by SAIC (51%) and us (49%) to engage in the sales of the imported Buick, Chevrolet and Cadillacbrands and the sales of automobiles manufactured by SGM.In September 2012 we repurchased a 1% interest in SGM for a total consideration of $119 million, increasing our ownership interest in SGM to 50%. Thetransaction was accounted for by applying the equity method of accounting. The consideration exceeded our proportionate share of the 1% interest in SGM netassets by $82 million, which consists of plant, property and equipment, intangible assets and goodwill of $8 million, $36 million and $38 million.Sale of New DelphiIn March 2011 we sold our Class A Membership Interests in Delphi Automotive LLP (New Delphi) to New Delphi for $3.8 billion. The Class AMembership Interests sold represented 100% of our direct and indirect interests in New Delphi and 100% of New Delphi's Class A Membership Interestsissued and outstanding. The sale terminated any direct and indirect obligation to loan New Delphi up to $500 million under a term loan facility established inOctober 2009 when New Delphi was created and the Class A Membership Interests were issued. New Delphi had not borrowed under this loan facility. InMarch 2011 we recorded a gain of $1.6 billion related to the sale in Equity income and gain on investments. Our existing supply contracts with New Delphiwere not affected by this transaction.Investment in GM IndiaIn March 2011 the fair value of our investment in GM India was determined to be less than its carrying amount. The loss in value was determined to beother-than-temporary; therefore, we recorded an impairment charge of $39 million in the three months ended March 31, 2011. In addition we recorded othercharges totaling $67 million related to our investment in GM India. Refer to Note 3 for detail regarding the acquisition of GM India.Investment in and Summarized Financial Data of Nonconsolidated AffiliatesThe following table summarizes the carrying amount of investments in nonconsolidated affiliates (dollars in millions): 85Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) December 31, 2013 December 31, 2012China JVs$7,851 $6,579Other investments243 304Total equity in net assets of nonconsolidated affiliates$8,094 $6,883At December 31, 2013 and 2012 the carrying amount of our investments in certain joint ventures exceeded our share of the underlying net assets by $3.8billion. These differences are primarily related to the application of fresh-start reporting and purchase of additional interests in nonconsolidated affiliates, ofwhich $3.4 billion at December 31, 2013 and 2012 were allocated to goodwill and the remainder was allocated to the underlying assets and liabilities, primarilyintangibles, and are being amortized over their useful lives.The following tables present summarized financial data for all of our nonconsolidated affiliates (dollars in millions): December 31, 2013 December 31, 2012 China JVs Others Total China JVs Others TotalSummarized Balance Sheet Data Current assets$14,666 $2,234 $16,900 $11,759 $2,642 $14,401Non-current assets8,187 1,458 9,645 6,766 1,507 8,273Total 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 $14,505Non-current liabilities1,065 511 1,576 756 758 1,514Total 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 2011Summarized Operating Data China JV's net sales$38,767 $33,364 $30,511Others' net sales1,830 3,963 4,242Total net sales$40,597 $37,327 $34,753 China JV's net income$3,685 $3,198 $3,203Others' net income (loss)50 (23) (13)Total net income$3,735 $3,175 $3,190Transactions with Nonconsolidated AffiliatesNonconsolidated affiliates are involved in various aspects of the development, production and marketing of cars, trucks and automobile parts. We purchasecomponent parts and vehicles from certain nonconsolidated affiliates for resale to dealers. We also sell component parts and vehicles to certain nonconsolidatedaffiliates. The following tables summarize the effects of transactions with nonconsolidated affiliates (dollars in millions):86Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Years Ended December 31, 2013 2012 2011Results of Operations Automotive sales and revenue$2,724 $2,572 $3,266Automotive purchases, net$724 $497 $1,044Interest income and other non-operating income, net$19 $184 $34 December 31, 2013 December 31, 2012Financial Position Accounts and notes receivable, net$756 $1,668Accounts payable$183 $167Deferred revenue and customer deposits$32 $46 Years Ended December 31, 2013 2012 2011Cash Flows Operating$3,607 $3,385 $3,624Investing$(13) $(41) $(27)Note 9. Property, netThe following table summarizes the components of Property, net (dollars in millions): Estimated Useful Lives inYears December 31, 2013 December 31, 2012Land $1,868 $2,107Buildings and improvements5-40 4,971 4,601Machinery and equipment3-27 15,222 12,720Construction in progress 2,644 3,018Real estate, plants and equipment 24,705 22,446Less: accumulated depreciation (6,787) (5,556)Real estate, plants and equipment, net 17,918 16,890Special tools, net1-15 7,949 7,306Total property, net $25,867 $24,196The amount of interest capitalized and excluded from Automotive interest expense related to Property, net was $81 million, $117 million and $91 million inthe years ended December 31, 2013, 2012 and 2011.The following table summarizes the amount of capitalized software included in Property, net (dollars in millions): December 31, 2013 December 31, 2012Capitalized software in use, net$580 $465Capitalized software in the process of being developed$50 $108The following table summarizes depreciation, impairment charges and amortization expense related to Property, net, recorded in Automotive cost of sales,GM Financial operating and other expenses, and Automotive selling, general and administrative expense (dollars in millions):87Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Years Ended December 31, 2013 2012 2011Depreciation and amortization expense$3,959 $3,888 $3,604Impairment charges(a)901 3,793 81Depreciation, 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. Alsoincludes 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 valuemeasurements of the non-GMIO and non-GME asset group long-lived assets utilized projected cash flows discounted at a rate commensurate with the perceived businessrisks related to the assets involved.(b)Included in total depreciation, impairment charges and amortization expense.Impairment ChargesYear Ended December 31, 2013GM IndiaIn the three months ended December 31, 2013 we performed a strategic assessment of GM India in response to lower than expected sales performance of ourcurrent product offerings in India, higher raw material costs, unfavorable foreign exchange rates and recent deterioration in local market conditions. Ourstrategic review indicated that the existing long-lived assets of the GM India asset group were not recoverable. In the three months ended December 31, 2013 werecorded asset impairment charges of $280 million to adjust the carrying amount of GM India’s real and personal property to fair value of $45 million. Thesecharges were recorded in our GMIO segment in Automotive cost of sales. Our recoverability test of the GM India asset group also included Intangible assets,net and Goodwill resulting in additional impairment charges of $103 million, for total impairment charges of $383 million. The noncontrolling interest portionof these charges was $35 million based on our 90.8% ownership of GM India. Refer to Note 11 for additional information regarding the impairment ofIntangible assets, net and Note 10 for additional information regarding the impairment of Goodwill.GM Holden Ltd. (Holden)In December 2013 we announced plans to cease manufacturing and reduce engineering at our Holden subsidiary in Australia by the end of 2017. As a resultwe recorded asset impairment charges of $477 million to adjust the carrying amounts of certain long-lived assets of our Holden asset group to fair value of $71million. These charges were recorded in our GMIO segment in Automotive cost of sales. Refer to Note 19 for additional information on the actions taken atHolden.Year Ended December 31, 2012During the second half of 2011 and continuing into 2012 the European automotive industry was severely affected by the ongoing sovereign debt crisis, highunemployment and a lack of consumer confidence coupled with overcapacity and we began to experience deterioration in cash flows. In response weformulated a plan to implement various actions to strengthen our operations and increase our competitiveness. During the fourth quarter of 2012 our industryoutlook deteriorated further and our forecast of 2013 cash flows declined notwithstanding our actions. As a result we performed a recoverability test of theGME asset group by weighting various undiscounted cash flow scenarios and concluded the GME asset group was not recoverable. Accordingly we recordedasset impairment charges of $3.7 billion at December 31, 2012 to adjust the carrying amount of the GME real and personal property to fair value of $0.4billion. These charges were recorded in our GME segment with $3.5 billion recorded in Automotive cost of sales and $0.2 billion recorded in Automotiveselling, general and administrative expense. Our recoverability test of the GME asset group also included Intangible assets, net and other long-lived assetsresulting in additional impairment charges of $1.8 billion, for total impairment charges of $5.5 billion. Refer to Note 11 for additional information regardingthe impairment of Intangible assets, net.Fair Value Measurements88Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)To determine the estimated fair value of real and personal property, the cost approach, market approach and income approach were considered. Under thecost approach, the determination of fair value considered the estimates of the cost to construct or purchase a new asset of equal utility at current prices withadjustments in value for physical deterioration, functional obsolescence, and economic obsolescence. Under the market approach, the determination of fairvalue considered the market prices in transactions for similar assets and certain direct market values based on quoted prices from brokers and secondarymarket participants for similar assets. Under the income approach, the determination of fair value considered the estimate of the present worth of futurebenefits derived from ownership, usually measured through the capitalization of a specific level of income which can be derived from the subject asset withadjustments in value for demolition costs and for the effect of an estimated holding period. Under the income approach, it was assumed fair value could notexceed the present value of the net cash flows discounted at a rate commensurate with the level of risk inherent in the subject asset. An in-exchange premise wasdetermined to be the highest and best use.The following table summarizes the significant Level 3 inputs for real and personal property measurements: Valuation Technique(s) Unobservable Input(s) RangeGM India personal propertyMarket approach Economic obsolescence(a) 72% - 100%Holden real propertyIncome approach Holding period(b) 0 - 3 years Discount rate(c) 11% - 12%GME real propertyMarket 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 propertyMarket 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 anddemand.(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.The personal property in our Holden asset group was determined to have a nominal fair value because of anticipated losses during the wind-down period andlimited to no salvage value given the decline in the automotive manufacturing base in Australia.The fair value estimates for GM India, Holden and GME real and personal property are based on a valuation premise that assumes the assets' highest andbest use are different than their current use based on the forecasted financial results of the asset groups.Note 10. GoodwillThe following table summarizes the changes in the carrying amounts of Goodwill (dollars in millions):89Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) GMNA GME GMIO GMSA TotalAutomotive GM Financial TotalBalance at January 1, 2012$26,399 $581 $610 $151 $27,741 $1,278 $29,019Impairment charges(26,399) (590) (156) — (27,145) — (27,145)Goodwill from business combinations(a)— — 61 — 61 — 61Effect of foreign currency and other— 9 34 (5) 38 — 38Balance at December 31, 2012— — 549 146 695 1,278 1,973Impairment charges— — (541) — (541) — (541)Goodwill from business combinations(a)— — — 10 10 144 154Effect of foreign currency and other— — (8) (18) (26) — (26)Balance at December 31, 2013$— $— $— $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.In the three months ended December 31, 2013, 2012, and 2011 we performed our annual goodwill impairment testing as of October 1 for all reporting units.In addition, in the years ended December 31, 2013, 2012 and 2011, we performed event-driven goodwill impairment tests at various dates for certain of ourreporting units.GMNASubsequent to our 2012 annual goodwill impairment testing, we reversed $36.2 billion of our deferred tax asset valuation allowances for our GMNAreporting unit. The reversal of the deferred tax asset valuation allowances resulted in the carrying amount of our GMNA reporting unit exceeding its fair value.As a result we performed an event-driven goodwill impairment test in the three months ended December 31, 2012 and recorded a Goodwill impairment chargeof $26.4 billion. At December 31, 2012 GMNA's Goodwill balance was $0. Refer to Note 18 for additional information on the reversal of our deferred taxasset valuation allowances for our U.S. and Canadian operations.GMEWe adopted the provisions of ASU 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative CarryingAmounts” (ASU 2010-28) on January 1, 2011 and performed Step 2 of the goodwill impairment testing analysis for our GME reporting unit which had anegative carrying amount resulting in the recognition of a cumulative-effect adjustment to beginning Retained earnings. GME continued to have a negativecarrying amount and because it was more likely than not further goodwill impairment existed due to further deterioration in the business outlook for GME andincreases in the fair value of estimated employee benefit obligations, we recorded Goodwill impairment charges of $590 million and $1.0 billion in the yearsended December 31, 2012 and 2011. At December 31, 2012 GME's Goodwill balance was $0.GMIOBased on the results of our annual and event-driven goodwill impairment tests, we recorded total Goodwill impairment charges of $541 million, $156million and $270 million in the years ended December 31, 2013, 2012 and 2011 within our GMIO segment. The impairment charges primarily related to ourGM Korea Company (GM Korea) and Holden reporting units. We performed event-driven goodwill impairment tests for GM Korea in 2013, 2012 and 2011 asthe fair value of GM Korea continued to be below its carrying amount due to ongoing economic weakness in certain markets to which GM Korea exportscoupled with lower forecasted margins resulting from higher raw material costs and unfavorable foreign exchange rates. Furthermore, in the three months endedDecember 31, 2013 we announced our plans to cease mainstream distribution of Chevrolet brand in Western and Central Europe that resulted in theimpairment of the remaining goodwill. Chevrolet sales in Europe are included in our GM Korea90Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)operations. We also recorded a Goodwill impairment charge in the three months ended December 31, 2013 associated with our GM India reporting unitresulting from lower forecasted profitability in India due to lower than expected sales performance of our current product offerings in India, higher raw materialcosts, unfavorable foreign exchange rates and recent deterioration in local market conditions. Refer to Note 9 for additional information on our operations inIndia. In the three months ended December 31, 2011 we reversed a deferred tax asset valuation allowance for our Holden reporting unit that resulted in thecarrying amount of this reporting unit exceeding its fair value. At December 31, 2013 the goodwill balance was $0 for all of the reporting units in GMIO.Impairment ChargesThe impairment charges recorded as a result of the initial adoption of ASU 2010-28 and the annual and event-driven goodwill impairment tests in the yearsended December 31, 2013, 2012 and 2011 represent the net decreases in implied goodwill resulting primarily from decreases in the fair value-to-U.S. GAAPdifferences attributable to those assets and liabilities that gave rise to goodwill upon our application of fresh-start reporting. The net decreases resultedprimarily from the reversal of our deferred tax asset valuation allowances for certain reporting units thus resulting in the recorded amount for deferred taxesexceeding their fair values which under Accounting Standards Codification (ASC) 805, "Business Combinations" (ASC 805) results in less impliedgoodwill. The net decreases also resulted from improvements in our nonperformance risk and in our incremental borrowing rates since July 10, 2009. Atcertain of the testing dates the net decrease was also due to an increase in the high quality corporate bond rates utilized to measure our employee benefitobligations and a decrease in credit spreads between high quality corporate bond rates and market interest rates for companies with similar nonperformancerisk. For the purpose of deriving an implied goodwill balance, deterioration in the business outlook and anticipated restructuring activities for GME and GMKorea resulted in a reduction in the fair value of certain tax attributes and an increase in estimated employee benefit obligations. The amount of impliedgoodwill derived from GM India decreased primarily from a reduction in the fair value of certain tax attributes.Fair Value MeasurementsWhen performing our goodwill impairment testing, the fair values of our reporting units were determined based on valuation techniques using the bestavailable information, primarily discounted cash flow projections. We make significant assumptions and estimates, which utilized Level 3 measures, aboutthe extent and timing of future cash flows, growth rates, market share and discount rates that represent unobservable inputs into our valuation methodologies.Our fair value estimates for annual and event-driven impairment tests assume the achievement of the future financial results contemplated in our forecastedcash flows and there can be no assurance that we will realize that value.The valuation methodologies utilized to perform our goodwill impairment testing were consistent with those used in our application of fresh-start reporting onJuly 10, 2009 and in any subsequent annual or event-driven goodwill impairment tests and utilized Level 3 measures. Because the fair value of goodwill canbe measured only as a residual amount and cannot be determined directly we calculated the implied goodwill for those reporting units failing Step 1 in the samemanner that goodwill is recognized in a business combination pursuant to ASC 805. Note 11. Intangible Assets, netThe following table summarizes the components of Intangible assets, net (dollars in millions): December 31, 2013 December 31, 2012 Gross CarryingAmount AccumulatedAmortization Net CarryingAmount Gross CarryingAmount AccumulatedAmortization Net CarryingAmountTechnology and intellectual property$8,210 $7,308 $902 $7,775 $6,320 $1,455Brands4,466 559 3,907 4,464 431 4,033Dealer network and customer relationships1,108 364 744 1,375 327 1,048Favorable contracts and other345 326 19 384 286 98Total amortizing intangible assets14,129 8,557 5,572 13,998 7,364 6,634Nonamortizing in process research and development96 96 175 175Total intangible assets$14,225 $8,557 $5,668 $14,173 $7,364 $6,80991Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)In December 2012 we entered into a product development agreement with PSA to collaborate on the development of certain vehicle platforms, componentsand modules. As a result of this agreement, in the three months ended March 31, 2013 we acquired the rights to certain technology and intellectual property fortotal consideration of $642 million. Consideration of $201 million was paid in cash in May 2013 with the remaining consideration to be paid by May 2018.The acquired rights were recorded at the present value of the total payments to be made as technology and intellectual property of $594 million.In December 2013 we agreed with PSA to mutually cancel development of one of the vehicle programs and reduce the amount of remaining consideration tobe paid, resulting in a net charge of $49 million recorded in Automotive cost of sales in GMNA. The net charge consisted of an impairment of the associatedintellectual property of $211 million and a reduction of total consideration from $642 million to $480 million.The following table summarizes the amortization expense and impairment charges related to Intangible assets, net (dollars in millions): Years Ended December 31, 2013 2012 2011Amortization expense$1,281 $1,568 $1,804Impairment charges$523 $1,755 $—The following table summarizes estimated amortization expense related to Intangible assets, net in each of the next five years (dollars in millions): 2014 2015 2016 2017 2018Estimated amortization expense$672 $330 $310 $305 $300Impairment ChargesYear Ended December 31, 2013GM IndiaIn the three months ended December 31, 2013 we recorded impairment charges of $48 million to adjust the carrying amounts of Intangible assets, net,primarily favorable contract intangibles, to fair value of $0, because of a lack of economic support associated with GM India's declining operations. Thesecharges were recorded in our GMIO segment primarily in Automotive cost of sales. Refer to Note 9 for additional information regarding the triggering events ofthe impairment charge in India and information on the impairment of Property, net.Withdrawal of the Chevrolet Brand from EuropeIn the three months ended December 31, 2013 we recorded impairment charges of $264 million to adjust the carrying amounts of Intangible assets, net,primarily dealer network intangibles, to fair value because we are winding down the dealer network in 2014 and we expect to incur losses during the wind-down period. These charges were recorded in our GMIO segment in Automotive cost of sales. Refer to Note 19 for additional information on the withdrawal ofthe Chevrolet brand from Europe.Year Ended December 31, 2012We adjusted the carrying amount of the GME intangible assets to their fair value of $139 million and recorded asset impairment charges of $1.8 billion atDecember 31, 2012. These charges were recorded in our GME segment with $1.6 billion recorded in Automotive selling, general and administrative expenseand $0.2 billion recorded in Automotive cost of sales. The fair value estimates for GME's intangible assets are based on a valuation premise that assumes theassets' highest and best use are different than their current use due to the overall European macro-economic environment.Our recoverability test of the GME asset group includes real and personal property, resulting in additional impairment charges of $3.7 billion, for totalimpairment charges of $5.5 billion. Refer to Note 9 for additional information regarding the impairment of real and personal property.92Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)To determine the estimated fair value of the brand intangible assets we used the relief from royalty method which is a form of the income approach. Underthis approach revenue associated with the brand is projected over the expected remaining useful life of the asset. A royalty rate is then applied to estimate theroyalty savings. The royalty rate used was based on an analysis of empirical, market-derived royalty rates for guideline intangible assets and a profit splitanalysis to determine a rate that is economically supported by GME's forecasted profitability. The net after-tax royalty savings are calculated for each yearduring the remaining economic life of the asset and discounted to present value.To determine the estimated fair value of the dealer network we used the cost approach with adjustments in value for the overcapacity of dealers and the salesenvironment in the region. We determined the fair value to be $0.The following table summarizes the significant Level 3 inputs for brand intangible assets measurements: Valuation Technique Unobservable Input(s) PercentageBrand 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.Note 12. Variable Interest EntitiesConsolidated VIEsAutomotiveVIEs that we do not control through a majority voting interest that are consolidated because we are the primary beneficiary include certain vehicleassembling, manufacturing and selling venture arrangements, the most significant of which is GM Egypt. At December 31, 2013 and 2012: (1) Total assets ofthese VIEs were $564 million and $436 million, which were composed of Cash and cash equivalents, Accounts and notes receivables, net, Inventories, andProperty, net; and (2) Total liabilities were $395 million and $254 million, which were composed of Accounts payable (principally trade) and Accruedliabilities. In the years ended December 31, 2013 and 2012 Total net sales and revenue recorded for these consolidated VIEs were $1.1 billion and $1.0 billionand Net income was $55 million and $56 million. These amounts are stated prior to intercompany eliminations. Liabilities recognized as a result ofconsolidating VIEs generally do not represent claims against us or our other subsidiaries and assets recognized generally are for the benefit of the VIEs'operations and cannot be used to satisfy our obligations.GM Korea and GM India are non-wholly owned consolidated subsidiaries that we control through a majority voting interest. They are also VIEs because inthe future they may require additional subordinated financial support. At December 31, 2013 and 2012 the combined creditors of GM Korea's and GM India'sliabilities of $242 million and $368 million, which were composed of short-term debt, current derivative liabilities and long-term debt, do not have recourse toour general credit.Automotive Financing - GM FinancialGM Financial uses special purpose entities (SPEs) that are considered VIEs to issue variable funding notes to third party bank-sponsored warehousefacilities or asset-backed securities to investors in securitization transactions. The debt issued by these VIEs is backed by the cash flows related to financereceivables and leasing related assets transferred by GM Financial to the VIEs (Securitized Assets). GM Financial holds variable interests in the VIEs thatcould potentially be significant to the VIEs. GM Financial determined that it is the primary beneficiary of the SPEs because (1) the servicing responsibilitiesfor the Securitized Assets give it the power to direct the activities that most significantly impact the performance of the VIEs and (2) the variable interests in theVIEs give it the obligation to absorb losses and the right to receive residual returns that could potentially be significant. The assets and liabilities of the VIEsare included in GM Financial's consolidated balance sheets. The amounts are stated prior to intercompany eliminations.The following table summarizes the assets and liabilities related to GM Financial's consolidated VIEs (dollars in millions):93Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) December 31, 2013 December 31, 2012Restricted cash$1,523 $744Securitized Assets$23,584 $10,442Securitization notes payable and other credit facilities$19,448 $9,378Restricted cash represents collections from the underlying Securitized Assets and certain reserve accounts held as credit enhancement for securitizations heldby GM Financial for the benefit of the noteholders. Except for the acquisition accounting adjustments, which are not recorded in SPE trusts, GM Financialrecognizes finance charge income, leased vehicle income and other income on the Securitized Assets and interest expense on the secured debt issued by theSPEs. GM Financial also maintains an allowance for credit losses on the Securitized Assets. Cash pledged to support the secured borrowings is deposited to arestricted cash account which is invested in highly liquid securities with original maturities of 90 days or less.The assets of the VIEs and the restricted cash held by GM Financial serve as the sole source of repayment for the debt issued by these entities. Investors inthe notes issued by the VIEs do not have recourse to GM Financial or its other assets, with the exception of customary representation and warranty repurchaseprovisions and indemnities that GM Financial provides as the servicer. GM Financial is not required and does not currently intend to provide additionalfinancial support to these SPEs. While these subsidiaries are included in our consolidated financial statements, these subsidiaries are separate legal entities andtheir assets are legally owned by them and are not available to GM Financial's creditors.Nonconsolidated VIEsAutomotiveVIEs that are not consolidated include certain vehicle assembling, manufacturing and selling venture arrangements and other automotive related entities towhich we provided financial support, including GM India prior to September 2012 and Ally Financial. We concluded these entities are VIEs because they donot have sufficient equity at risk or may require additional subordinated financial support. We currently lack the power through voting or similar rights todirect those activities of these entities that most significantly affect their economic performance. Our variable interests in these nonconsolidated VIEs includeaccounts and notes receivable, equity in net assets, guarantees and financial support, some of which were provided to certain current or previously divestedsuppliers in order to ensure that supply needs for production were not disrupted due to a supplier's liquidity concerns or possible shutdowns.At December 31, 2013 and 2012 our variable interests in these VIEs included: (1) Total assets of $169 million and $351 million, which were composed ofAccounts and notes receivable, net and Equity in net assets of nonconsolidated affiliates; (2) Total liabilities of $838 million and $1.9 billion, which werecomposed of Accounts payable (principally trade), Short-term debt and current portion of long-term debt, Accrued liabilities and Other liabilities and deferredincome taxes; and (3) Total off-balance sheet arrangements of $115 million and $32 million, which were composed of loan commitments and other liquidityarrangements. The amount of total off-balance sheet arrangements at December 31, 2013 includes contractual commitments under an agreement with a supplierthat became a VIE in January 2013. The maximum exposure to loss for total assets approximated the carrying amount at December 31, 2013 and 2012. Referto Note 17 for additional information on our maximum exposure to loss under agreements with Ally Financial.Ally Financial Common StockAt December 31, 2012 we held a 9.9% common equity ownership in Ally Financial with carrying amount and fair value of $399 million and $1.3 billion.We estimated the fair value of Ally Financial common stock using a market approach that applied the average price to tangible book value multiples ofcomparable companies to the consolidated Ally Financial tangible book value. The significant inputs used in our fair value analyses included Ally Financial'sfinancial statements, financial statements and price to tangible book value multiples of comparable companies in the banking and finance industry and theeffects of certain Ally Financial shareholder rights. The inputs used in the measurement of the fair value are Level 3 inputs. In December 2013 we sold ourinvestment through a private offering for net proceeds of $880 million and recorded a gain of $483 million in Interest income and other non-operating income,net.Ally Financial Preferred Stock94Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)In March 2011 our investment in Ally Financial preferred stock was sold through a public offering for net proceeds of $1.0 billion. The gain of $339million related to the sale was recorded in Interest income and other non-operating income, net.Note 13. Accrued Liabilities, Other Liabilities and Deferred Income TaxesThe following table summarizes the components of Accrued liabilities and Other liabilities and deferred income taxes (dollars in millions): December 31, 2013 December 31, 2012Current Dealer and customer allowances, claims and discounts$7,919 $7,722Deposits primarily from rental car companies4,713 4,250Deferred revenue1,276 1,326Policy, product warranty and recall campaigns2,559 2,919Payrolls and employee benefits excluding postemployment benefits2,285 2,144Other5,881 4,947Total accrued liabilities$24,633 $23,308Non-current Deferred revenue$1,249 $1,169Policy, product warranty and recall campaigns4,655 4,285Employee benefits excluding postemployment benefits1,192 1,359Postemployment benefits including facility idling reserves1,216 1,518Other5,041 4,838Total other liabilities and deferred income taxes$13,353 $13,169The following table summarizes activity for policy, product warranty and recall campaigns (dollars in millions): Years Ended December 31, 2013 2012 2011Beginning balance$7,204 $6,600 $6,789Warranties issued and assumed in period3,181 3,394 3,062Payments(3,063) (3,393) (3,740)Adjustments to pre-existing warranties123 539 565Effect of foreign currency and other(231) 64 (76)Ending balance$7,214 $7,204 $6,600Note 14. Short-Term and Long-Term DebtAutomotiveThe following table summarizes the components of our short-term debt and long-term debt (dollars in millions):95Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) December 31, 2013 December 31, 2012Secured debt$320 $1,182Unsecured debt Senior unsecured notes4,500 —Canadian Health Care Trust (HCT) notes— 1,239Other unsecured debt1,352 1,713Total unsecured debt5,852 2,952Capital leases965 1,038Total automotive debt(a)7,137 5,172Less: short-term debt and current portion of long-term debt564 1,748Total long-term debt$6,573 $3,424 Fair value of automotive debt(b)$6,837 $5,298 Available under credit facility agreements$10,404 $11,119Interest 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 3inputs at December 31, 2012.(c)Includes coupon rates on debt denominated in various foreign currencies and interest free loans.The Level 2 fair value measurements utilize quoted market prices and if unavailable, a discounted cash flow model. The valuation is reviewed internally bypersonnel with appropriate expertise in valuation methodologies. This model utilizes observable inputs such as contractual repayment terms and benchmarkyield curves, plus a spread that is intended to represent our nonperformance risk for secured or unsecured obligations. We estimate our nonperformance riskusing our corporate credit rating, the ratings on our senior unsecured notes and on our secured revolver, yields on traded bonds of companies with comparablecredit ratings and risk profiles. We acquire the benchmark yield curves and nonperformance risk spread from independent sources that are widely used in thefinancial industry. In certain circumstances we adjust the valuation of debt for additional nonperformance risk or potential prepayment probability scenarios.We may use a probability weighting of prepayment scenarios when the stated rate exceeds market rates and the instrument contains prepayment features. Theprepayment scenarios are adjusted to reflect the views of market participants. The fair value measurements subject to additional adjustments fornonperformance risk or prepayment have been categorized in Level 3. Secured DebtWholesale financing represents arrangements, primarily with Ally Financial, where cash is received in advance of the final sale of vehicles, parts andaccessories to our dealers or ultimate consumer. These obligations typically settle through the sale and delivery of our products and generally do not requirecash outflows to settle. Following GM Financial's acquisition of the Ally Financial international operations in April 2013, most of the wholesale financingbalance classified as debt became intercompany debt and was eliminated in consolidation, resulting in a decrease to our automotive debt balance of $682million.Secured Revolving Credit FacilitiesIn November 2012 we entered into two new secured revolving credit facilities with an aggregate borrowing capacity of $11.0 billion. These facilities consistof a three-year, $5.5 billion facility and a five-year, $5.5 billion facility and replaced our previous five-year, $5.0 billion secured revolving credit facility.Availability under the secured revolving credit facilities is subject to borrowing base restrictions.The three-year, $5.5 billion facility is available to GM Financial as well as certain wholly-owned domestic and international subsidiaries. The facilityincludes various sub-limits including a GM Financial borrowing sub-limit of $4.0 billion, a multi-currency96Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)borrowing sub-limit of $3.5 billion, a Brazilian Real borrowing sub-limit of approximately $485 million and a letter of credit sub-facility limit of $1.5 billion.We had amounts in use under the letter of credit sub-facility of $625 million at December 31, 2013.The five-year, $5.5 billion facility allows for borrowings in U.S. Dollars and other currencies and includes a letter of credit sub-limit of $500 million. Thisfacility is not available to GM Financial.Our obligations under the secured revolving credit facilities are guaranteed by certain of our domestic subsidiaries and by a substantial portion of ourdomestic assets including accounts receivable, inventory, property, plant and equipment, intellectual property and trademarks, equity interests in certain ofour direct domestic subsidiaries as well as up to 65% of the voting equity interests in certain of our direct foreign subsidiaries, in each case, subject to certainexceptions. The collateral securing the secured revolving credit facilities does not include, among other assets, cash, cash equivalents and marketable securitiesas well as our investments in GM Financial, GM Korea and in our China JVs. If we receive and maintain an investment grade corporate rating from two ormore of the following credit rating agencies: Fitch Ratings, Moody's Investor Service and Standard & Poor's, we will no longer have to post collateral orprovide guarantees from certain domestic subsidiaries under the terms of the facilities.The secured revolving credit facilities contain representations, warranties and covenants customary of these types of facilities, including negative covenantsrestricting incurring liens, consummating mergers or sales of assets and incurring secured indebtedness, and restricting us from making restricted payments,in each case, subject to exceptions and limitations. These restricted payments include limitations on the amount of dividend payments and repurchases of ourcommon stock. These restrictions can be mitigated based on various factors including but not limited to cash flows generated from operating and investingactivities, prior restricted payments, our borrowing base coverage ratio, consolidated global liquidity and other provisions. The facilities also require us tomaintain at least $4.0 billion in consolidated global liquidity and at least $2.0 billion in consolidated U.S. liquidity.Interest rates on obligations under the secured revolving credit facilities are based on prevailing per annum interest rates for Eurodollar loans or an alternativebase rate plus an applicable margin, in each case, based upon the credit rating assigned to the secured revolving credit facilities or our corporate ratingdepending on certain criteria.Unsecured DebtSenior Unsecured NotesIn September 2013 we issued $4.5 billion in aggregate principal amount of senior unsecured notes comprising $1.5 billion of 3.5% notes due in 2018, $1.5billion of 4.875% notes due in 2023 and $1.5 billion of 6.25% notes due in 2043. These notes contain terms and covenants customary of these types ofsecurities including limitations on the amount of the secured debt we may issue.In connection with the issuance of these notes we entered into a registration rights agreement that requires us to file a registration statement with the Securitiesand Exchange Commission (SEC) for an exchange offer with respect to the senior notes. If the registration statement has not been declared effective by the SECwithin 365 days after the closing date of the debt issuance, if we fail to consummate the exchange offer within 30 business days after such target effective dateor if the registration statement ceases to remain effective, we will be required to pay additional interest of 0.25% per annum for the first 90 day period followingsuch event and an additional 0.25% per annum for each subsequent 90 day period prior to the consummation of the exchange offer up to a maximumadditional interest rate of 0.5% per annum.HCT NotesAs part of the establishment of the HCT to provide retiree healthcare benefits to certain active and retired employees in Canada, we issued notes to the HCTwith a fair value of $1.1 billion in October 2011. We recorded a premium of $42 million at issuance. The notes accrued interest at an annual rate of 7.0%. Thenotes were due in periodic installments through 2018. In October 2013 we prepaid the HCT notes in full for $1.2 billion. Refer to Note 15 for additionalinformation on the HCT settlement.GM Korea Preferred SharesPrior to April 2013 GM Korea had outstanding non-convertible mandatorily redeemable preferred shares. Dividends accrued at a rate of 2.5% throughOctober 2012 and increased to 7.0% through 2017. In December 2012 GM Korea made a payment of $671 million to redeem early a portion of shares that hada carrying amount of $429 million and the difference was recorded as a97Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)loss on extinguishment of debt. In April 2013 GM Korea made a payment of $708 million to redeem early the remaining balance of the shares that had acarrying amount of $468 million and the difference was recorded as a loss on extinguishment of debt.Gains (Losses) on Extinguishment of DebtIn the year ended December 31, 2013 we prepaid and retired debt obligations with a total carrying amount of $1.8 billion and recorded a net loss onextinguishment of debt of $212 million which primarily represented the unamortized debt discount on the GM Korea mandatorily redeemable preferred shares.In the year ended December 31, 2012 we prepaid and retired debt obligations with a total carrying amount of $514 million and recorded a net loss onextinguishment of debt of $250 million which primarily represented the unamortized debt discount on the GM Korea mandatorily redeemable preferred shares.In the year ended December 31, 2011 we prepaid and retired in full debt facilities of $1.0 billion held by certain of our subsidiaries, primarily in GMNA andGMSA, and recorded a gain on these debt facilities of $18 million. Technical Defaults and Covenant ViolationsSeveral of our loan facilities, including our secured revolving credit facilities, require compliance with certain financial and operational covenants as well asregular reporting to lenders, including providing certain subsidiary financial statements. Failure to meet certain of these requirements may result in a covenantviolation or an event of default depending on the terms of the agreement. An event of default may allow lenders to declare amounts outstanding under theseagreements immediately due and payable, to enforce their interests against collateral pledged under these agreements or restrict our ability to obtain additionalborrowings. A foreign subsidiary was not in compliance with certain financial covenants under its $77 million term loan facility. We are evaluatingalternatives to cure this financial covenant issue and included this liability in Short-term debt and current portion of long-term debt.Automotive Financing - GM FinancialThe following table summarizes the carrying amount and fair value of debt (dollars in millions): 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 $354Securitization notes payable(b) 13,073 13,175 9,024 9,171Total secured 22,073 22,170 9,378 9,525Unsecured Senior notes 4,000 4,106 1,500 1,620Bank lines and other unsecured debt 2,973 2,972 — —Total unsecured 6,973 7,078 1,500 1,620Total 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 3inputs 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 areasonable 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 arenot 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 thedebt 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 thesecuritization debt issued during the same time frame. These observable inputs are then used to create expected market prices (unobservable inputs), which are then appliedto the debt classes in order to estimate fair value which would approximate market value. SecuredRevolving Credit Facilities98Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)The revolving credit facilities have revolving periods ranging from one to three years. At the end of the revolving period, if the facilities are not renewed, thedebt will amortize over periods ranging up to six years. Most of the secured debt was issued by VIEs and it is repayable only from proceeds related to theunderlying pledged finance receivables and leases. Refer to Note 12 for additional information relating to GM Financial's involvement with VIEs. Weighted-average interest rates are both fixed and variable, ranging from 0.9% to 15.9% at December 31, 2013.GM Financial is required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under certain secured creditfacilities. Additionally, some of GM Financial’s secured credit facilities contain various covenants requiring minimum financial ratios, asset quality andportfolio performance ratios (portfolio net loss and delinquency ratios and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure tomeet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements the lenders couldelect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under theseagreements, restrict GM Financial’s ability to obtain additional borrowings under these agreements and/or remove GM Financial as servicer. At December 31,2013 GM Financial was in compliance with all covenants related to its credit facilities.In the year ended December 31, 2013 GM Financial entered into two new credit facilities with a total borrowing capacity of $1.3 billion. At December 31,2013 revolving credit facilities of $7.3 billion resulted from the acquisition of the Ally Financial international operations.Securitization Notes PayableSecuritization notes payable represents debt issued by GM Financial through securitization transactions. Debt issuance costs are amortized over the expectedterm of the securitizations on an effective yield basis. As a result of GM Financial's acquisition of the Ally Financial international operations, GM Financialrecorded a purchase accounting discount of $69 million that will amortize to interest expense over the expected term of the notes. At December 31, 2013 theremaining purchase accounting discount of $47 million is included in Total secured debt. At the time of securitization of finance receivables, GM Financial is required to pledge assets equal to a specified percentage of the securitization pool tosupport the securitization transaction. The assets pledged consist of cash deposited to a restricted account and additional receivables delivered to the trust,which create overcollateralization. The securitization transactions require the percentage of assets pledged to support the transaction to increase until a specifiedlevel is attained. Excess cash flows generated by the trusts are added to the restricted cash account or used to pay down outstanding debt in the trusts, creatingovercollateralization until the targeted percentage level of assets is reached. Once the targeted percentage level of assets is reached and maintained, excess cashflows generated by the trusts are released to GM Financial as distributions from trusts. As the balance of the securitization pool declines, the amount of pledgedassets needed to maintain the required percentage level is reduced. Assets in excess of the required percentage are also released to GM Financial as distributionsfrom trusts.In the year ended December 31, 2013 GM Financial issued securitization notes payable of $6.8 billion with a weighted-average interest rate of 1.7% maturingon various dates through 2021. At December 31, 2013 securitization notes payable of $2.3 billion resulted from the acquisition of the Ally Financialinternational operations.UnsecuredSenior NotesIn May 2013 GM Financial issued $2.5 billion in aggregate principal amount of senior notes due in 2016 through 2023 with interest rates that range from2.75% to 4.25%. In August 2012 GM Financial issued 4.75% senior notes of $1.0 billion which are due in August 2017 with interest payable semiannually.Senior notes outstanding at December 31, 2013 are due beginning in 2016 through 2023 and have interest rates that range from 2.75% to 6.75%. The notes areguaranteed by GM Financial's principal operating subsidiary.Bank Lines and Other Unsecured Debt99Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)The maturity dates of bank lines and other unsecured debt, which was assumed in the acquisition of the Ally Financial international operations, range up tofive years. If not renewed, any balance outstanding under these bank lines is either immediately due in full or will amortize over a defined period. Interest rateson bank lines and other unsecured debt ranged from 1.1% to 12.9% at December 31, 2013.ConsolidatedInterest ExpenseThe following table summarizes interest expense (dollars in millions): Years Ended December 31, 2013 2012 2011Automotive$334 $489 $540Automotive Financing - GM Financial715 283 204Total interest expense$1,049 $772 $744Debt MaturitiesThe following table summarizes contractual maturities including capital leases at December 31, 2013 (dollars in millions): Automotive AutomotiveFinancing(a) Total2014$543 $13,594 $14,1372015147 6,473 6,6202016109 4,199 4,3082017496 2,337 2,83320181,582 1,693 3,275Thereafter5,025 750 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.At December 31, 2013 future interest payments on automotive capital lease obligations were $578 million. GM Financial had no capital lease obligations atDecember 31, 2013.Note 15. Pensions and Other Postretirement BenefitsEmployee Pension and Other Postretirement Benefit PlansDefined Benefit Pension PlansDefined benefit pension plans covering eligible U.S. hourly employees (hired prior to October 2007) and Canadian hourly employees generally providebenefits of negotiated, stated amounts for each year of service and supplemental benefits for employees who retire with 30 years of service before normalretirement age. The benefits provided by the defined benefit pension plans covering eligible U.S. (hired prior to January 1, 2001) and Canadian salariedemployees and employees in certain other non-U.S. locations are generally based on years of service and compensation history. Accrual of defined pensionbenefits ceased on September 30, 2012 for U.S. salaried employees and on December 31, 2012 for Canadian salaried employees. There is also an unfundednonqualified pension plan covering primarily U.S. executives for service prior to January 1, 2007 and it is based on an “excess plan” for service after thatdate.Pension Contributions100Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)The funding policy for qualified defined benefit pension plans is to contribute annually not less than the minimum required by applicable law andregulations or to directly pay benefit payments where appropriate. At December 31, 2013 all legal funding requirements had been met. We expect to contribute$100 million to our U.S. non-qualified plans and $749 million to our non-U.S. pension plans in 2014. The following table summarizes contributions made tothe defined benefit pension plans (dollars in millions): Years Ended December 31, 2013 2012 2011U.S. hourly and salaried$128 $2,420 $1,962Non-U.S.886 855 836Total$1,014 $3,275 $2,798We made a voluntary contribution in January 2011 to our U.S. hourly and salaried defined benefit pension plans of 61 million shares of our common stockvalued at $2.2 billion for funding purposes at the time of contribution. The contributed shares qualified as a plan asset for funding purposes at the time ofcontribution and as a plan asset valued at $1.9 billion for accounting purposes in July 2011. This was a voluntary contribution above our fundingrequirements for the pension plans.We continue to pursue various options to fund and derisk our pension plans, including continued changes to the pension asset portfolio mix to reducefunded status volatility.Other Postretirement Benefit PlansCertain hourly and salaried defined benefit plans provide postretirement medical, dental, legal service and life insurance to eligible U.S. and Canadianretirees and their eligible dependents. Certain other non-U.S. subsidiaries have postretirement benefit plans, although most non-U.S. employees are covered bygovernment sponsored or administered programs.OPEB ContributionsThe following table summarizes contributions to the U.S. OPEB plans (dollars in millions): Years Ended December 31, 2013 2012 2011Employer contributions$393 $432 $426Plan participants' contributions29 4 13Total contributions$422 $436 $439For the year ended December 31, 2011 we also contributed $1.9 billion to the independent HCT consisting of restricted cash of $782 million and notespayable of $1.1 billion.Defined Contribution PlansWe have a defined contribution plan for eligible U.S. salaried employees. This plan provides discretionary matching contributions which we instituted inOctober 2009. U.S. hourly employees hired after September 2007 also participate in a defined contribution plan. Contributions are also made to certain non-U.S. defined contribution plans. We made contributions to our defined contribution plans of $502 million, $352 million and $297 million in the years endedDecember 31, 2013, 2012 and 2011.Significant Plan Amendments, Benefit Modifications and Related EventsU.S. Salaried Defined Benefit Life Insurance PlanIn September 2013 we amended the U.S. salaried life insurance plan effective January 1, 2014 to eliminate benefits for retirees and eligible employees retiringon or after August 1, 2009. The remeasurement, settlement and curtailment resulted in a decrease in the OPEB liability of $319 million, a decrease in the netpre-tax actuarial loss component of Accumulated other comprehensive loss of $236 million and a pre-tax gain of $83 million.101Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)U.S. Salaried Defined Benefit Pension PlanIn 2012 we amended the salaried pension plan to cease the accrual of additional benefits effective September 30, 2012 resulting in a curtailment of $309million which decreased the pension liability. We divided the plan to create a new legally separate defined benefit plan primarily for active and terminatedvested participants. Settlement payments of $30.6 billion were made consisting of lump-sum pension distributions of $3.6 billion to retired salaried planparticipants, group annuity contracts purchased for a total annuity premium of $25.1 billion and two separate previously guaranteed obligations of $1.9billion were settled. These agreements unconditionally and irrevocably guarantee the full payment of all annuity payments to the participants that werereceiving payments from the plan and the insurance companies assumed all investment risk associated with the assets that were delivered as the annuitycontract premiums.Through these transactions we have settled certain pension obligations in their entirety resulting in a pre-tax settlement loss of $2.6 billion ($2.2 billion aftertax) in Automotive cost of sales. The pre-tax loss is composed of existing losses in Accumulated other comprehensive loss of $377 million, and the premiumpaid to the insurance company of $2.1 billion. The tax benefit of $413 million is composed of the statutory tax benefit of $1.0 billion offset by tax expense of$596 million primarily associated with the removal of prior period income tax allocations between Accumulated other comprehensive loss and Income taxexpense (benefit).In 2012 we provided short-term, interest-free, unsecured loans of $2.2 billion to provide the plan with incremental liquidity to pay ongoing benefits andadministrative costs. Contributions of $1.7 billion were made from the $2.2 billion loans. Through December 31, 2012 $430 million was repaid and $90million of the loan was still outstanding. In the year ended December 31, 2013 $60 million was repaid and the remaining $30 million was deemed a plancontribution.Active salaried plan participants began receiving additional contributions in the defined contribution plan in October 2012. Lump-sum pensiondistributions in 2013 of $430 million resulted in a pre-tax settlement gain of $128 million. Canadian Salaried Defined Benefit PlansIn June 2012 we amended the Canadian salaried pension plan to cease the accrual of additional benefits effective December 31, 2012 and provide activeemployees a lump-sum distribution option at retirement. The remeasurement, amendments and offsetting curtailment increased the pension liability by $84million. Active plan participants started receiving additional contributions in the defined contribution plan starting in January 2013.We also amended the Canadian salaried retiree healthcare plan to eliminate post-65 healthcare benefits for employees retiring on or after July 1, 2014. Inconjunction with this change we amended the plan to offer either a monthly monetary payment or an annual lump-sum cash payment to a defined contributionplan for health care in lieu of the benefit coverage provisions formerly provided under the healthcare plan. These amendments decreased the OPEB liability by$28 million.Canadian HCTIn October 2011 pursuant to a June 2009 agreement between General Motors of Canada Limited (GMCL) and the CAW an independent HCT wasimplemented to provide retiree healthcare benefits to certain active and retired employees. Concurrent with the implementation of the HCT, GMCL was legallyreleased from all obligations associated with the cost of providing retiree healthcare benefits to CAW retirees and surviving spouses by the class action processand to CAW active employees as of June 8, 2009. We accounted for the related termination of CAW hourly retiree healthcare benefits as a settlement andrecorded a gain of $749 million in Automotive cost of sales. The settlement gain represents the difference between the healthcare plan obligation of $3.1 billion(as of the implementation date) and the fair value of the notes and restricted cash contributed totaling $1.9 billion, and recognition of Accumulated othercomprehensive loss of $414 million.Other RemeasurementsIn March 2012 certain pension plans in GME were remeasured as part of our goodwill impairment testing, resulting in an increase of $150 million in thepension liability and a pre-tax increase in the net actuarial loss component of Accumulated other comprehensive loss.102Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)In September 2011 a plan which provided legal services to U.S. hourly employees and retirees was remeasured as a result of our labor agreement provisionswhich terminated the plan effective December 31, 2013. The negotiated termination has been accounted for as a negative plan amendment resulting in adecrease in the OPEB liability and a pre-tax increase of $266 million in the prior service credit component of Accumulated other comprehensive loss wasamortized through December 31, 2013.In March 2011 certain pension plans in GME were remeasured as part of our goodwill impairment testing, resulting in a decrease of $272 million in thepension liability and a pre-tax increase in the net actuarial gain component of Accumulated other comprehensive loss.Refer to Note 10 for additional information on our Goodwill impairment.Pension and OPEB Obligations and Plan AssetsThe following table summarizes the change in benefit obligations and related plan assets (dollars in millions):103Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) 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. PlansChange in benefit obligations Beginning benefit obligation$82,110 $29,301 $6,271 $1,528 $108,562 $25,765 $5,822 $1,490Service cost298 394 24 13 452 383 23 16Interest cost2,837 1,010 217 57 4,055 1,110 234 63Plan participants' contributions— 4 29 2 — 7 4 1Amendments— (4) — (4) (32) 139 — (52)Actuarial (gains) losses(7,661) (1,009) (757) (210) 8,432 2,774 622 13Benefits paid(5,719) (1,683) (422) (53) (8,422) (1,551) (436) (55)Foreign currency translation adjustments— (528) — (98) — 682 — 30Business combinations— 128 — — — — — —Curtailments, settlements and other(385) (85) (252) 3 (30,937) (8) 2 22Ending benefit obligation71,480 27,528 5,110 1,238 82,110 29,301 6,271 1,528Change in plan assets Beginning fair value of plan assets68,085 15,541 — — 94,349 14,541 — —Actual return on plan assets2,107 988 — — 10,332 1,344 — —Employer contributions128 886 393 51 2,420 855 432 54Plan participants' contributions— 4 29 2 — 7 4 1Benefits paid(5,719) (1,683) (422) (53) (8,422) (1,551) (436) (55)Foreign currency translation adjustments— (692) — — — 389 — —Business combinations— 26 — — — — — —Settlements(435) (87) — — (30,629) (207) — —Other— 3 — — 35 163 — —Ending fair value of plan assets64,166 14,986 — — 68,085 15,541 — —Ending funded status$(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 othercomprehensive loss Net actuarial gain (loss)$4,747 $(3,379) $(542) $47 $(1,434) $(4,786) $(1,573) $(188)Net prior service (cost) credit38 (87) 19 91 42 (111) 135 118Total recorded in Accumulated other comprehensiveloss$4,785 $(3,466) $(523) $138 $(1,392) $(4,897) $(1,438) $(70)The following table summarizes the total accumulated benefit obligations (ABO), the fair value of plan assets for defined benefit pension plans with ABO inexcess of plan assets, and the projected benefit obligation (PBO) and fair value of plan assets for defined benefit pension plans with PBO in excess of planassets (dollars in millions):104Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) December 31, 2013 December 31, 2012 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. PlansABO$71,461 $27,069 $82,103 $28,880Plans with ABO in excess of plan assets ABO$71,461 $25,897 $82,103 $28,156Fair value of plan assets$64,166 $13,663 $68,085 $14,702Plans with PBO in excess of plan assets PBO$71,480 $26,788 $82,110 $28,537Fair value of plan assets$64,166 $14,109 $68,085 $14,704The following table summarizes the components of net periodic pension and OPEB expense along with the assumptions used to determine benefit obligations(dollars in millions): 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. PlansComponents of expense Service cost$395 $425 $24 $13 $590 $411 $23 $16 $632 $399 $23 $30Interest cost2,837 1,010 217 57 4,055 1,110 234 63 4,915 1,215 265 186Expected return on plan assets(3,562) (823) — — (5,029) (870) — — (6,692) (925) — —Amortization of prior service cost(credit)(4) 19 (116) (14) (1) 1 (116) (12) (2) (2) (39) (9)Recognized net actuarial loss6 208 85 6 2 35 52 6 — — 6 —Curtailments, settlements and other(gains) losses(77) (6) (62) — 2,580 71 — 11 (23) (7) — (749)Net periodic pension and OPEBexpense (income)$(405) $833 $148 $62 $2,197 $758 $193 $84 $(1,170) $680 $255 $(542)Weighted-average assumptions usedto determine benefit obligations Discount rate4.46% 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 usedto determine net expense Discount rate3.59% 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 assets5.77% 5.70% N/A N/A 6.18% 6.20% N/A N/A 8.00% 6.50% N/A N/ARate 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 andOPEB plans.U.S. pension plan service cost includes administrative expenses of $97 million, $138 million and $138 million in the years ended December 31, 2013,2012 and 2011. Weighted-average assumptions used to determine net expense are determined at the beginning of the period and updated for remeasurements.Non-U.S. pension plan service cost includes administrative expenses of $31 million and $28 million in the years ended December 31, 2013 and 2012.The following table summarizes estimated amounts to be amortized from Accumulated other comprehensive loss into net periodic benefit cost in the yearending December 31, 2014 based on December 31, 2013 plan measurements (dollars in millions): U.S. Pension Plans Non-U.S. PensionPlans U.S. Other BenefitPlans Non-U.S. OtherBenefit PlansAmortization of prior service cost (credit)$(4) $19 $(2) $(14)Amortization of net actuarial (gain) loss(91) 159 14 (6) $(95) $178 $12 $(20)Assumptions105Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)Investment Strategies and Long-Term Rate of ReturnDetailed periodic studies conducted by outside actuaries and an internal asset management group are used to determine the long-term strategic mix amongasset classes, risk mitigation strategies, and the expected long-term return on asset assumptions for the U.S. pension plans. The U.S. study includes a reviewof alternative asset allocation and risk mitigation strategies, anticipated future long-term performance and risk of the individual asset classes that comprise theplans' asset mix. Similar studies are performed for the significant non-U.S. pension plans with the assistance of outside actuaries and asset managers. Whilethe studies incorporate data from recent plan performance and historical returns, the expected long-term return on plan asset assumptions are determined basedon long-term, prospective rates of return.The strategic asset mix and risk mitigation strategies for the plans are tailored specifically for each plan. Individual plans have distinct liabilities, liquidityneeds, and regulatory requirements. Consequently, there are different investment policies set by individual plan fiduciaries. Although investment policies andrisk mitigation strategies may differ among plans, each investment strategy is considered to be appropriate in the context of the specific factors affecting eachplan.In setting new strategic asset mixes, consideration is given to the likelihood that the selected mixes will effectively fund the projected pension plan liabilities,while aligning with the risk tolerance of the plans' fiduciaries. The strategic asset mixes for U.S. defined benefit pension plans are increasingly designed tosatisfy the competing objectives of improving funded positions (market value of assets equal to or greater than the present value of the liabilities) andmitigating the possibility of a deterioration in funded status.Derivatives may be used to provide cost effective solutions for rebalancing investment portfolios, increasing or decreasing exposure to various asset classesand for mitigating risks, primarily interest rate and currency risks. Equity and fixed income managers are permitted to utilize derivatives as efficientsubstitutes for traditional physical securities. Interest rate derivatives may be used to adjust portfolio duration to align with a plan's targeted investment policy.Alternative investment managers are permitted to employ leverage, including through the use of derivatives, which may alter economic exposure.In December 2013 an investment policy study was completed for the U.S. pension plans. The study resulted in new target asset allocations being approvedfor the U.S. pension plans with resulting changes to the expected long-term rate of return on assets. The weighted-average long-term rate of return on assetsincreased from 5.8% at December 31, 2012 to 6.5% at December 31, 2013 due primarily to higher yields on fixed income securities. The expected long-termrate of return on plan assets used in determining pension expense for non-U.S. plans is determined in a similar manner to the U.S. plans.Target Allocation PercentagesThe following table summarizes the target allocations by asset category for U.S. and non-U.S. defined benefit pension plans: December 31, 2013 December 31, 2012 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. PlansAsset Categories Equity19% 28% 19% 30%Debt58% 49% 60% 53%Other(a)23% 23% 21% 17%Total100% 100% 100% 100%__________(a)Primarily includes private equity, real estate and absolute return strategies which mainly consist of hedge funds.Assets and Fair Value MeasurementsThe following tables summarize the fair value of defined benefit pension plan assets by asset class (dollars in millions):106Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Fair Value Measurements of U.S. Plan Assets at December 31,2013 Fair Value Measurements of Non-U.S. Plan Assets atDecember 31, 2013 Total U.S. andNon-U.S. PlanAssets 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 $567Common and preferred stocks(a)10,234 70 6 10,310 1,816 6 — 1,822 12,132Government and agency debt securities(b)— 14,971 — 14,971 — 3,418 — 3,418 18,389Corporate debt securities(c)— 20,409 58 20,467 — 2,410 12 2,422 22,889Mortgage and asset-backed securities— 238 72 310 — 65 2 67 377Investment funds Equity funds72 190 44 306 128 1,930 — 2,058 2,364Fixed income funds27 8 113 148 — 927 12 939 1,087Funds of hedge funds— — 4,285 4,285 — — 733 733 5,018Other investment funds— 820 732 1,552 — 672 — 672 2,224Private equity and debt investments(d)— — 6,335 6,335 — — 430 430 6,765Real estate investments(e)390 4 4,127 4,521 13 12 1,405 1,430 5,951Other investments— — 62 62 — — 618 618 680Derivatives Interest rate contracts5 46 — 51 1 1 — 2 53Foreign exchange and other contracts12 111 — 123 2 43 — 45 168Total assets10,740 37,278 15,834 63,852 1,960 9,640 3,212 14,812 78,664Liabilities 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 78,257Other plan assets and liabilities(g) 653 242 895Net Plan Assets $64,166 $14,986 $79,152107Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Fair Value Measurements of U.S. Plan Assets at December 31,2012 Fair Value Measurements of Non-U.S. Plan Assets atDecember 31, 2012 Total U.S. andNon-U.S. PlanAssets Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents and other short-term investments$— $551 $— $551 $— $151 $— $151 $702Common and preferred stocks(a)9,663 26 19 9,708 2,227 — — 2,227 11,935Government and agency debt securities(b)— 17,835 — 17,835 — 3,722 — 3,722 21,557Corporate debt securities(c)— 19,116 77 19,193 — 2,596 2 2,598 21,791Mortgage and asset-backed securities— 1,804 105 1,909 — 54 3 57 1,966Investment funds Equity funds66 253 195 514 212 2,009 — 2,221 2,735Fixed income funds16 498 190 704 — 1,046 14 1,060 1,764Funds of hedge funds— — 3,768 3,768 — — 627 627 4,395Other investment funds— 837 806 1,643 — 35 — 35 1,678Private equity and debt investments(d)— — 6,400 6,400 — — 381 381 6,781Real estate investments(e)412 — 4,335 4,747 19 31 1,422 1,472 6,219Other investments— — 63 63 — — 665 665 728Derivatives Interest rate contracts15 1,553 — 1,568 — — — — 1,568Foreign exchange and other contracts6 124 1 131 2 40 — 42 173Total assets10,178 42,597 15,959 68,734 2,460 9,684 3,114 15,258 83,992Liabilities 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 82,802Other plan assets and liabilities(g) 500 324 824Net 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.The following tables summarize the activity for U.S. plan assets measured at fair value using Level 3 inputs (dollars in millions):108Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Balance atJanuary 1, 2013 Net Realized/UnrealizedGains (Losses) Purchases, SalesandSettlements, Net Transfers Into/Out ofLevel 3 Balance at December31, 2013 Change in UnrealizedGains/(Losses)Attributable to AssetsHeld atDecember 31, 2013Assets Common and preferred stocks$19 $3 $(16) $— $6 $1Corporate debt securities77 5 (24) — 58 (2)Mortgage and asset-backed securities105 1 (34) — 72 (1)Investment funds Equity funds195 (3) (148) — 44 —Fixed income funds190 17 (94) — 113 11Funds of hedge funds3,768 498 19 — 4,285 497Other investment funds806 40 (114) — 732 29Private equity and debt investments6,400 926 (991) — 6,335 436Real estate investments4,335 458 (666) — 4,127 190Other investments63 (2) 1 — 62 (2)Total assets15,958 1,943 (2,067) — 15,834 1,159Derivatives, net Interest rate contracts(8) 2 — — (6) 1Total net assets$15,950 $1,945 $(2,067) $— $15,828 $1,160 Balance atJanuary 1, 2012 Net Realized/UnrealizedGains (Losses) Purchases, SalesandSettlements, Net Transfers Into/Out ofLevel 3 Balance at December31, 2012 Change in UnrealizedGains/(Losses)Attributable to Assets HeldatDecember 31, 2012Assets Common and preferred stocks$46 $1 $(25) $(3) $19 $3Government and agency debt securities3 (1) (2) — — —Corporate debt securities352 1 (258) (18) 77 (35)Mortgage and asset-backed securities197 34 (120) (6) 105 24Group annuity contracts3,209 77 (3,286) — — —Investment funds Equity funds521 51 (414) 37 195 18Fixed income funds1,210 47 (1,067) — 190 (3)Funds of hedge funds5,918 310 (2,460) — 3,768 239Other investment funds2,270 55 (1,531) 12 806 (2)Private equity and debt investments8,444 1,022 (3,038) (28) 6,400 154Real estate investments5,092 198 (955) — 4,335 (80)Other investments— — 63 — 63 —Total assets27,262 1,795 (13,093) (6) 15,958 318Derivatives, net Interest rate contracts7 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 $317The following tables summarize the activity for non-U.S. plan assets measured at fair value using Level 3 inputs (dollars in millions):109Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Balance atJanuary 1, 2013 Net Realized/UnrealizedGains (Losses) Purchases, SalesandSettlements, Net Transfers Into/Outof Level 3 Effect ofForeignCurrency Balance atDecember 31, 2013 Change in UnrealizedGains/(Losses)Attributable to AssetsHeld atDecember 31, 2013Assets Corporate debt securities$2 $1 $8 $1 $— $12 $1Mortgage and asset-backed securities3 — (1) — — 2 —Investment funds Fixed income funds14 (1) (1) — — 12 —Funds of hedge funds627 111 28 — (33) 733 112Private equity and debt investments381 73 3 — (27) 430 53Real estate investments1,422 103 (57) — (63) 1,405 122Other investments665 (10) (43) — 6 618 4Total assets$3,114 $277 $(63) $1 $(117) $3,212 $292 Balance atJanuary 1,2012 Net Realized/UnrealizedGains (Losses) Purchases, SalesandSettlements, Net Transfers Into/Outof Level 3 Effect of ForeignCurrency Balance atDecember 31, 2012 Change in UnrealizedGains/(Losses)Attributable to AssetsHeld atDecember 31, 2012Assets Government and agency debt securities$1 $— $(1) $— $— $— $—Corporate debt securities4 2 (4) — — 2 —Mortgage and asset-backed securities4 — (4) 3 — 3 —Investment funds Equity funds146 (24) (124) — 2 — —Fixed income funds20 — (6) — — 14 —Funds of hedge funds585 25 — — 17 627 26Other investment funds247 17 (269) — 5 — —Private equity and debt investments298 46 29 — 8 381 24Real estate investments1,345 123 (82) — 36 1,422 119Other investments428 16 203 — 18 665 10Total assets$3,078 $205 $(258) $3 $86 $3,114 $179Investment Fund StrategiesEquity funds include funds that invest in U.S. common and preferred stocks as well as similar equity securities issued by companies incorporated, listedor domiciled in developed and/or emerging markets countries.Fixed income funds include investments in high quality and high yield funds as well as in credit arbitrage funds. High quality fixed income funds invest ingovernment securities, investment-grade corporate bonds, mortgages and asset-backed securities. High yield fixed income funds invest in high yield fixedincome securities issued by corporations which are rated below investment grade, are unrated but are believed by the investment manager to have similar riskcharacteristics or are rated investment grade or higher but are priced at yields comparable to securities rated below investment grade and believed to havesimilar risk characteristics. Credit arbitrage funds invest in a variety of credit and credit-related instruments that allow fund managers to profit frommispricing of these credit instruments. Certain derivatives may be used for hedging purposes by some fixed income fund managers to limit exposure to variousrisk factors.Funds of hedge funds represent funds that invest in a portfolio of hedge funds. Fund managers typically seek to achieve their objectives by allocating capitalacross a broad array of funds and/or investment managers.110Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)Other investment funds primarily represent multi-strategy funds. These funds invest in broadly diversified portfolios of equity, fixed income and derivativeinstruments. Certain funds may also employ multiple alternative investment strategies, in combination, such as global macro, event-driven (which seeks toprofit from opportunities created by significant transactional events such as spin-offs, mergers and acquisitions, bankruptcy reorganizations,recapitalizations and share buybacks) and relative value (which seeks to take advantage of pricing discrepancies between instruments including equities, debt,options and futures).Private equity and debt investments principally consists of investments in private equity and debt funds. These investments provide exposure to and benefitfrom long-term equity investments in private companies, including leveraged buy-outs, venture capital and distressed debt strategies.Real estate investments include funds that invest in entities which are principally engaged in the ownership, acquisition, development, financing, sale and/ormanagement of income-producing real estate properties, both commercial and residential. These funds typically seek long-term growth of capital and currentincome that is above average relative to public equity funds.Significant Concentrations of RiskThe assets of the pension plans include certain private investment funds, private equity and debt securities, real estate investments and derivativeinstruments. Investment managers may be unable to quickly sell or redeem some or all of these investments at an amount close or equal to fair value in order tomeet a plan's liquidity requirements or to respond to specific events such as deterioration in the creditworthiness of any particular issuer or counterparty.Illiquid investments held by the plans are generally long-term investments that complement the long-term nature of pension obligations and are not used tofund benefit payments when currently due. Plan management monitors liquidity risk on an ongoing basis and has procedures in place that are designed tomaintain flexibility in addressing plan-specific, broader industry and market liquidity events.The pension plans may invest in financial instruments denominated in foreign currencies and may be exposed to risks that the foreign currency exchangerates might change in a manner that has an adverse effect on the value of the foreign currency denominated assets or liabilities. Forward currency contractsmay be used to manage and mitigate foreign currency risk.The pension plans may invest in fixed income securities for which any change in the relevant interest rates for particular securities might result in aninvestment manager being unable to secure similar returns upon the maturity or the sale of securities. In addition, changes to prevailing interest rates orchanges in expectations of future interest rates might result in an increase or decrease in the fair value of the securities held. Interest rate swaps and otherfinancial derivative instruments may be used to manage interest rate risk.Counterparty credit risk is the risk that a counterparty to a financial instrument will default on its commitment. Counterparty risk is primarily related toover-the-counter derivative instruments used to manage risk exposures related to interest rates on long-term debt securities and foreign currency exchange ratefluctuations. The risk of default can be influenced by various factors including macro-economic conditions, market liquidity, fiscal and monetary policiesand counterparty-specific characteristics and activities. Certain agreements with counterparties employ set-off, collateral support arrangements and other riskmitigating procedures designed to reduce the net exposure to credit risk in the event of counterparty default. Credit policies and processes are in place to manageconcentrations of counterparty risk by seeking to undertake transactions with large well-capitalized counterparties and by monitoring the creditworthiness ofthese counterparties. The majority of derivatives held by the plans at December 31, 2013 were fully collateralized and therefore, the related counterparty creditrisk was significantly reduced.Pension Funding RequirementsWe are subject to a variety of U.S. federal rules and regulations, including the Employee Retirement Income Security Act of 1974, as amended and thePension Protection Act of 2006, which govern the manner in which we fund and administer our pensions for our retired employees and their spouses. In 2012the U.S. government enacted the Moving Ahead for Progress in the 21st Century Act which allows plan sponsors funding relief for pension plans through theapplication of higher funding interest rates. As a result, under current economic conditions, we expect no mandatory contributions to our U.S. qualifiedpension plans for at least five years. The new law does not impact our reported funded status. We have no funding requirements for our U.S. qualified plansin 2014.111Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)We also maintain pension plans for employees in a number of countries outside the U.S. which are subject to local laws and regulations.Benefit PaymentsThe following table summarizes net benefit payments expected to be paid in the future, which include assumptions related to estimated future employeeservice (dollars in millions): Pension Benefits(a) Other Benefits U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans2014$5,780 $1,609 $376 $772015$5,687 $1,597 $364 $652016$5,475 $1,688 $352 $652017$5,368 $1,711 $341 $652018$5,210 $1,581 $332 $662019 - 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.Note 16. Derivative Financial InstrumentsAutomotiveAt December 31, 2013 and 2012 our derivative instruments consisted primarily of options and forward contracts, none of which were designated as hedgingrelationships. We had derivative instruments in asset positions with notional amounts of $9.3 billion and $9.1 billion and liability positions with notionalamounts of $427 million and $1.6 billion at December 31, 2013 and 2012. The fair value of these derivative instruments was insignificant.Automotive Financing - GM FinancialGM Financial had interest rate swaps and caps in asset positions with notional amounts of $3.8 billion and $775 million and liability positions withnotional amounts of $5.5 billion and $775 million at December 31, 2013 and 2012. As a result of the acquisition of certain Ally Financial internationaloperations, GM Financial had foreign currency swaps with notional amounts of $1.7 billion and $2.1 billion in asset and liability positions at December 31,2013. The fair value of these derivative financial instruments was insignificant.Note 17. Commitments and ContingenciesThe following tables summarize information related to commitments and contingencies (dollars in millions): December 31, 2013 December 31, 2012 Liability Recorded MaximumLiability(a) Liability Recorded MaximumLiability(a)Guarantees Third-party commercial loans and other obligations(b)$51 $15,616 $168 $22,496Other 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 atDecember 31, 2013 and 2012.112Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Liability Recorded December 31, 2013 December 31, 2012Other litigation-related liability and tax administrative matters(a)$1,227 $1,728Product liability$690 $601Credit card programs(b) Redemption liability(c)$183 $209Deferred revenue(d)$295 $355Environmental 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.GuaranteesWe provide payment guarantees on commercial loans outstanding with third parties, such as dealers or rental car companies. These guarantees either expirein 2018 or are ongoing. We determined the fair value ascribed to the guarantees at inception and subsequent to inception to be insignificant based on the creditworthiness of the third parties.We have agreements with third parties that guarantee the fulfillment of certain suppliers' commitments and other obligations. These guarantees expire in 2014through 2016 or are ongoing, or upon the occurrence of specific events.In some instances certain assets of the party whose debt or performance we have guaranteed may offset, to some degree, the cost of the guarantee. The offsetof certain of our payables to guaranteed parties may also offset certain guarantees, if triggered. If vehicles are required to be repurchased under vehiclerepurchase obligations, the total exposure would be reduced to the extent vehicles are able to be resold to another dealer.In connection with certain divestitures of assets or operating businesses, we have entered into agreements indemnifying certain buyers and other parties withrespect to environmental conditions and other closure costs pertaining to real property we owned. We periodically enter into agreements that incorporateindemnification provisions in the normal course of business. It is not possible to estimate our maximum exposure under these indemnifications or guaranteesdue to the conditional nature of these obligations. Immaterial amounts have been recorded for such obligations as the majority of them are not probable orestimable at this time and the fair value of the guarantees at issuance was insignificant.In addition to the guarantees and indemnifying agreements previously discussed, we indemnify dealers for certain product liability related claims assubsequently discussed.With respect to other product-related claims involving products manufactured by certain joint ventures, we believe that costs incurred are adequately coveredby recorded accruals. These guarantees terminate in years ranging from 2020 to 2027.Other Litigation-Related Liability and Tax Administrative MattersVarious legal actions, governmental investigations, claims and proceedings are pending against us including matters arising out of alleged product defects;employment-related matters; governmental regulations relating to safety, emissions and fuel economy; product warranties; financial services; dealer, supplierand other contractual relationships; tax-related matters not recorded pursuant to ASC 740, "Income Taxes" (indirect tax-related matters) and environmentalmatters.With regard to the litigation matters discussed in the previous paragraph, reserves have been established for matters in which we believe that losses areprobable and can be reasonably estimated, the majority of which are associated with indirect tax-related matters as well as non-U.S. labor-related matters.Indirect tax-related matters are being litigated globally pertaining to value added taxes, customs, duties, sales, property taxes and other non-income tax relatedtax exposures. The various non-U.S. labor-related matters include claims from current and former employees related to alleged unpaid wage, benefit, severanceand other compensation matters. Certain South American administrative proceedings are indirect tax-related and may require that we deposit113Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)funds in escrow. Escrow deposits may range from $500 million to $800 million. Some of the matters may involve compensatory, punitive or other trebledamage claims, environmental remediation programs or sanctions that, if granted, could require us to pay damages or make other expenditures in amountsthat could not be reasonably estimated at December 31, 2013. We believe that appropriate accruals have been established for such matters based on informationcurrently available. Reserves for litigation losses are recorded in Accrued liabilities and Other liabilities and deferred income taxes. Litigation is inherentlyunpredictable however; and unfavorable resolutions could occur. Accordingly it is possible that an adverse outcome from such proceedings could exceed theamounts accrued in an amount that could be material to our financial condition, results of operations and cash flows in any particular reporting period.GM Korea Wage LitigationCommencing on or about September 29, 2010 current and former hourly employees of GM Korea filed eight separate group actions in the Incheon DistrictCourt in Incheon, Korea. The cases, which in aggregate involve more than 10,000 employees, allege that GM Korea failed to include bonuses and certainallowances in its calculation of Ordinary Wages due under the Presidential Decree of the Korean Labor Standards Act. In November 2012 the Seoul HighCourt (an intermediate level appellate court) issued a decision affirming a decision of the Incheon District Court in a case involving five GM Korea employeeswhich was contrary to GM Korea's position in all of these cases. GM Korea appealed to the Supreme Court of the Republic of Korea (Supreme Court) andinitiated a constitutional challenge to the adverse interpretation of the relevant statute. At September 30, 2013 we had an accrual of 843 billion South KoreanWon (equivalent to $784 million) in connection with these cases. In December 2013, the Supreme Court rendered a decision in a case involving anothercompany not affiliated with us which addressed many of the issues presented in the cases pending against GM Korea and resolved many of them in a mannerwhich we believe is favorable to GM Korea. In particular, while the Supreme Court held that fixed bonuses should be included in the calculation of OrdinaryWages, it also held that claims for retroactive application of this rule would be barred under certain circumstances. We believe the Supreme Court’s reasoningis applicable to GM Korea, even though GM Korea’s case remains pending before the Supreme Court. Accordingly, we have eliminated the accrual associatedwith these cases. In the year ended December 31, 2013 we recorded a net reduction of our accrual of 746 billion South Korean Won (equivalent to $711million) to Automotive cost of sales (77% of which is reflected in our Net income attributable to stockholders based on our ownership interest in GM Korea).We estimate our reasonably possible loss, as defined by ASC 450, “Contingencies,” to be 632 billion South Korean Won (equivalent to $599 million) atDecember 31, 2013. We are also party to litigation with current and former salaried employees over allegations relating to Ordinary Wages regulation. Althoughthe issues differ due to differences between hourly and salaried benefit design, we believe the latest decision of the Supreme Court also impacts this litigation.At December 31, 2013 we have identified a reasonably possible loss in excess of the amount of our accrual of 165 billion South Korean Won (equivalent to$156 million). Both the scope of claims asserted and GM Korea's assessment of any or all of the individual claim elements may change if new informationbecomes available.GMCL Dealers' ClaimOn February 12, 2010 a claim was filed in the Ontario Superior Court of Justice against GMCL on behalf of a purported class of over 200 former GMCLdealers (the Plaintiff Dealers) which had entered into wind-down agreements with GMCL. In May 2009 in the context of the global restructuring of the businessand the possibility that GMCL might be required to initiate insolvency proceedings, GMCL offered the Plaintiff Dealers the wind-down agreements to assistwith their exit from the GMCL dealer network and to facilitate winding down their operations in an orderly fashion by December 31, 2009 or such other dateas GMCL approved but no later than on October 31, 2010. The Plaintiff Dealers allege that the Dealer Sales and Service Agreements were wrongly terminatedby GMCL and that GMCL failed to comply with certain disclosure obligations, breached its statutory duty of fair dealing and unlawfully interfered with thePlaintiff Dealers' statutory right to associate in an attempt to coerce the Plaintiff Dealers into accepting the wind-down agreements. The Plaintiff Dealers seekdamages and assert that the wind-down agreements are rescindable. The Plaintiff Dealers' initial pleading makes reference to a claim “not exceeding” CanadianDollar $750 million, without explanation of any specific measure of damages. On March 1, 2011 the court approved certification of a class for the purpose ofdeciding a number of specifically defined issues including: (1) whether GMCL breached its obligation of "good faith" in offering the wind-down agreements;(2) whether GMCL interfered with the Plaintiff Dealers' rights of free association; (3) whether GMCL was obligated to provide a disclosure statement and/ordisclose more specific information regarding its restructuring plans in connection with proffering the wind-down agreements; and (4) assuming liability,whether the Plaintiff Dealers can recover damages in the aggregate (as opposed to proving individual damages). A number of former dealers have opted out ofparticipation in the litigation, leaving 181 dealers in the certified class. Trial of the class issues is scheduled to occur in the third quarter of 2014. The currentprospects for liability are uncertain, but because liability is not deemed probable we have no accrual relating to this114Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)litigation. We cannot estimate the range of reasonably possible loss in the event of liability as the case presents a variety of different legal theories, none ofwhich GMCL believes are valid.UAW ClaimOn April 6, 2010 the UAW filed suit against us in the U.S. District Court for the Eastern District of Michigan claiming that we breached an obligation tocontribute $450 million to the UAW Retiree Medical Benefits Trust (New VEBA). The UAW alleges that we were contractually required to make thiscontribution. On December 10, 2013 the court granted our motion for summary judgment and dismissed the claims asserted by the UAW, holding that therelevant agreement is unambiguous and does not require the payment sought. The UAW has appealed. At this juncture, we believe the prospects for liability onthe claims asserted in this matter are remote.Nova Scotia Claims LitigationWe were a participating party-in-interest in proceedings pending in the U.S. Bankruptcy Court for the Southern District of New York to adjudicate claims inthe Old GM bankruptcy arising from certain securities issued by General Motors Nova Scotia Finance Company (Nova Scotia Finance), an Old GMsubsidiary which we did not acquire in 2009 (Nova Scotia Claims Litigation). Although the proceedings involved no claims against us, they presented issueswhich, depending upon their resolution, could have resulted in future claims against GMCL. In December 2013, pursuant to the agreement, GMCL paid $50million to, or as directed by, the Trustee of Nova Scotia Finance and we (including our subsidiaries and affiliates) were released from all claims relating toNova Scotia Finance, the Nova Scotia Claims Litigation and the transactions at issue in the litigation.Product LiabilityWith respect to product liability claims involving our and Old GM's products, we believe that any judgment against us for actual damages will beadequately covered by our recorded accruals and, where applicable, excess liability insurance coverage. Although punitive damages are claimed in some ofthese lawsuits and such claims are inherently unpredictable, accruals incorporate historic experience with these types of claims. Liabilities have been recordedin Accrued liabilities and Other liabilities and deferred income taxes for the expected cost of all known product liability claims plus an estimate of the expectedcost for product liability claims that have already been incurred and are expected to be filed in the future for which we are self-insured.We indemnify dealers for certain product liability related claims including products sold by Old GM. We monitor actual claims experience and makeperiodic adjustments to our estimates. Based on both management's judgment concerning the projected number and value of both dealer indemnificationobligations and product liability claims, we have applied actuarial methodologies and estimated the liability. We expect our product liability reserve to rise infuture periods as new claims arise from incidents subsequent to July 9, 2009.Credit Card ProgramsCredit card programs offer rebates that can be applied primarily against the purchase or lease of our vehicles.Environmental LiabilityAutomotive operations, like operations of other companies engaged in similar businesses, are subject to a wide range of environmental protection laws,including laws regulating air emissions, water discharges, waste management and environmental remediation. Liabilities have been recorded primarily in Otherliabilities and deferred income taxes for the expected costs to be paid over the periods of remediation for the applicable sites, which typically range from five to30 years.The final outcome of environmental matters cannot be predicted with certainty at this time. Subsequent adjustments to initial estimates are recorded asnecessary based upon additional information obtained. In future periods new laws or regulations, advances in remediation technologies and additionalinformation about the ultimate remediation methodology to be used could significantly change our estimates. It is possible that the resolution of one or moreenvironmental matters could exceed the amounts accrued in an amount that could be material to our financial condition, results of operations and cash flows.At December 31, 2013 we estimate the remediation losses could range from $120 million to $230 million.Other Matters115Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)Brazil Excise Tax IncentiveIn October 2012 the Brazilian government issued a decree which increased an excise tax rate by 30 percentage points, but also provided an offsetting taxincentive that requires participating companies to meet certain criteria, such as local investment and fuel efficiency standards. Participating companies that failto meet the required criteria are subject to clawback provisions and fines. At December 31, 2013 we believe it is reasonably assured that the programrequirements will be met based on the current business model and available technologies.GME Planned Spending GuaranteeAs part of our Opel/Vauxhall restructuring plan agreed to with European labor representatives we have committed to achieving specified milestonesassociated with planned spending from 2011 to 2014 on certain product programs. If we fail to accomplish the requirements set out under the agreement wewill be required to pay certain amounts up to Euro 265 million for each of those years, and/or interest on those amounts, to our employees. Certain inventorywith a carrying amount of $200 million and $186 million at December 31, 2013 and 2012 was pledged as collateral under the agreement. ThroughDecember 31, 2013 spending was sufficient to meet the current requirements under the agreement and the specified milestones have been accomplished.Management has the intent and believes it has the ability to meet the future requirements under the agreement.India Tavera Emissions ComplianceWe have identified an emissions compliance issue with the Tavera produced in India. We have self-reported this issue to local government authorities andwill cooperate with any review they may conduct. It is too early to determine the impact this issue will have on us or our Indian operations.Asset Retirement ObligationsAsset retirement obligations relate to legal obligations associated with retirement of tangible long-lived assets that result from acquisition, construction,development or normal operation of a long-lived asset. An analysis is performed of such obligations associated with all real property owned or leased,including facilities, warehouses and offices. Estimates of conditional asset retirement obligations relate, in the case of owned properties, to costs estimated to benecessary for the legally required removal or remediation of various regulated materials, primarily asbestos. Asbestos abatement was estimated using site-specific surveys where available and a per square foot estimate where surveys were unavailable. For leased properties such obligations relate to the estimatedcost of contractually required property restoration. At December 31, 2013 and 2012 accruals for asset retirement obligations were $159 million and $116million. Noncancelable Operating LeasesThe following table summarizes our minimum commitments under noncancelable operating leases having initial terms in excess of one year, primarily forproperty (dollars in millions): 2014 2015 2016 2017 2018 ThereafterMinimum commitments(a)$363 $290 $225 $156 $132 $499Sublease 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.Rental expense under operating leases was $477 million, $474 million and $556 million in the years ended December 31, 2013, 2012 and 2011. Note 18. Income TaxesThe following table summarizes income (loss) before income taxes and equity income and gain on investments (dollars in millions):116Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Years Ended December 31, 2013 2012 2011U.S. income (loss)$4,880 $(19,063) $2,883Non-U.S. income (loss)768 (11,194) 3,102Income (loss) before income taxes and equity income and gain on investments$5,648 $(30,257) $5,985Income Tax Expense (Benefit)The following table summarizes Income tax expense (benefit) (dollars in millions): Years Ended December 31, 2013 2012 2011Current income tax expense (benefit) U.S. federal$(34) $6 $(134)U.S. state and local88 78 58Non-U.S.512 646 275Total current income tax expense566 730 199Deferred income tax expense (benefit) U.S. federal1,049 (28,965) 8U.S. state and local137 (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)Provisions are made for estimated U.S. and non-U.S. income taxes, less available tax credits and deductions, which may be incurred on the remittance ofour basis differences in investments in foreign subsidiaries and corporate joint ventures not deemed to be indefinitely reinvested. Taxes have not been providedon basis differences in investments primarily as a result of earnings in foreign subsidiaries and corporate joint ventures which are deemed indefinitelyreinvested of $2.6 billion and $1.4 billion at December 31, 2013 and 2012. Additional basis differences in investments in nonconsolidated China JVs exist of$4.1 billion at December 31, 2013 and 2012 primarily related to fresh-start reporting. Quantification of the deferred tax liability, if any, associated withindefinitely reinvested basis differences is not practicable.The following table summarizes a reconciliation of Income tax expense (benefit) compared with the amounts at the U.S. federal statutory rate (dollars inmillions):117Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Years Ended December 31, 2013 2012 2011Income tax expense (benefit) at U.S. federal statutory income tax rate$1,977 $(10,590) $2,094State and local tax expense145 254 215Non-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. income543 713 (122)Change in valuation allowance182 (33,917) (2,386)Change in tax laws146 67 (33)Research incentives(490) (68) (45)Gain on sale of New Delphi equity interests— — 599Goodwill impairment124 8,705 377Settlements of prior year tax matters(473) — (56)VEBA contribution— — (476)Foreign currency remeasurement(21) (36) 59Pension contribution— — (127)U.S. salaried pension plan settlement— 541 —Other adjustments162 (333) (37)Total income tax expense (benefit)$2,127 $(34,831) $(110)Deferred Income Tax Assets and LiabilitiesDeferred income tax assets and liabilities at December 31, 2013 and 2012 reflect the effect of temporary differences between amounts of assets, liabilities andequity for financial reporting purposes and the bases of such assets, liabilities and equity as measured by tax laws, as well as tax loss and tax creditcarryforwards. The following table summarizes the components of temporary differences and carryforwards that give rise to deferred tax assets and liabilities(dollars in millions): December 31, 2013 December 31, 2012Deferred tax assets Postretirement benefits other than pensions$2,902 $3,494Pension and other employee benefit plans5,469 8,536Warranties, dealer and customer allowances, claims and discounts4,282 4,277Property, plants and equipment2,464 2,225Capitalized research expenditures7,179 6,106Operating loss and tax credit carryforwards(a)19,342 20,220Miscellaneous1,663 3,443Total deferred tax assets before valuation allowances43,301 48,301Less: valuation allowances(10,823) (10,991)Total deferred tax assets32,478 37,310Deferred tax liabilities Intangible assets397 724Net 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. 118Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)At December 31, 2013 we retained valuation allowances of $10.8 billion against deferred tax assets primarily in GME and South Korea business units withlosses and in the U.S. and Canada related primarily to capital loss tax attributes and state operating loss carryforwards.At December 31, 2012 as a result of sustained profitability in the U.S. and Canada evidenced by three years of earnings and the completion of our near- andmedium-term business plans in the three months ended December 31, 2012 that forecast continuing profitability, we determined it was more likely than notfuture earnings will be sufficient to realize deferred tax assets in these two jurisdictions. Accordingly we reversed most of the U.S. and Canadian valuationallowances resulting in non-cash income tax benefits of $33.2 billion and $3.1 billion.At December 31, 2011 as a result of sustained profitability in Australia, we released the valuation allowance against deferred tax assets. The reduction in thevaluation allowance resulted in a non-cash income tax benefit of $502 million. In Australia we have net operating loss carryforwards which are subject tomeeting a "Same Business Test" requirement that we assess on a quarterly basis. At December 31, 2013 as a result of our plans to cease vehicle and enginemanufacturing at Holden, we determined that it was more likely than not Holden would not realize a portion of the deferred tax assets and recorded a valuationallowance in the amount of $133 million.Uncertain Tax PositionsThe following table summarizes activity of the total amounts of unrecognized tax benefits (dollars in millions): Years Ended December 31, 2013 2012 2011Beginning balance$2,745 $2,370 $5,169Additions to current year tax positions251 112 129Additions to prior years' tax positions276 512 562Reductions 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 $2,370At December 31, 2013 and 2012 there are $1.5 billion and $1.2 billion of unrecognized tax benefits that if recognized would favorably affect our effectivetax rate in the future. In the years ended December 31, 2013, 2012 and 2011 we recorded income tax related interest expense (benefit) and penalties of $(25)million, $44 million and $(145) million. The interest and penalty benefit in the year ended December 31, 2011 was due primarily to remeasurements,settlements and statute expirations. At December 31, 2013 and 2012 we had liabilities of $286 million and $222 million for income tax related interest andpenalties.In November 2013 we remeasured a previously disclosed uncertain tax position and recorded a $473 million tax benefit that increased net operating losscarryforwards, reducing future taxable income.In the year ended December 31, 2011 certain issues were resolved relating to uncertain tax positions in jurisdictions which had full valuation allowances.The resolution of these matters resulted in a $2.7 billion reduction to gross uncertain positions. No tax benefit was recognized with respect to these reductionsbecause the entities were in full valuation allowance jurisdictions or the amounts were reserved in a prior period.At December 31, 2013 it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits in the next twelve months.Other MattersIncome tax returns are filed in multiple jurisdictions and are subject to examination by taxing authorities throughout the world. We have open tax years from2005 to 2013 with various significant tax jurisdictions. These open years contain matters that could be subject to differing interpretations of applicable taxlaws and regulations as they relate to the amount, character, timing or119Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)inclusion of revenue and expenses or the sustainability of income tax credits for a given audit cycle. Given the global nature of our operations there is a riskthat transfer pricing disputes may arise.We have net operating loss carryforwards in Germany through November 30, 2009 that, as a result of reorganizations that took place in 2008 and 2009,were not recorded as deferred tax assets. Depending on the outcome of European court decisions these loss carryforwards may be available to reduce futuretaxable income in Germany.In June 2011 we settled a Brazilian income tax matter for $241 million that was reserved and disclosed in a prior period.In the U.S. we have continuing responsibility for Old GM's open tax years. Old GM was liquidated on December 15, 2011. The Internal Revenue Servicehas audited the returns through the liquidation date and, in January 2014, the audit of these returns was closed. The reduction to the amount of unrecognizedtax benefits is not expected to be significant. In January 2013 the U.S. Congress enacted federal income tax legislation including an extension of the researchcredit for tax years 2012 and 2013. As a result, in the year ended December 31, 2013 we recorded an income tax benefit related to the 2012 research credit ofapproximately $200 million.Note 19. Restructuring and Other InitiativesWe have previously executed various restructuring and other initiatives and we plan to execute additional initiatives in the future, if necessary, in order toalign manufacturing capacity and other costs with prevailing global automotive production and to improve the utilization of remaining facilities. To the extentthese programs involve voluntary separations, no liabilities are generally recorded until offers to employees are accepted. If employees are involuntarilyterminated, a liability is generally recorded at the communication date. Related charges are recorded in Automotive cost of sales and Automotive selling, generaland administrative expense.The following table summarizes the reserves related to restructuring and other initiatives and charges by segment, including postemployment benefit reservesand charges (dollars in millions): GMNA GME GMIO GMSA TotalBalance at January 1, 2011(a)$1,135 $664 $3 $— $1,802Additions, interest accretion and other104 449 — 81 634Payments(366) (395) (2) (68) (831)Revisions to estimates19 (9) — — 10Effect of foreign currency(8) (22) — (1) (31)Balance at December 31, 2011(a)884 687 1 12 1,584Additions, interest accretion and other140 254 84 92 570Payments(304) (344) (46) (55) (749)Revisions to estimates(78) (17) (1) (11) (107)Effect of foreign currency11 10 1 — 22Balance at December 31, 2012(a)653 590 39 38 1,320Additions, interest accretion and other58 202 404 50 714Payments(182) (299) (111) (68) (660)Revisions to estimates(16) (9) (3) (1) (29)Effect of foreign currency(16) 19 4 (3) 4Balance 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 $376million at December 31, 2013, 2012 and 2011 for GMNA, primarily relate to postemployment benefits to be paid.Year Ended December 31, 2013120Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)GMNA recorded charges, interest accretion and other and revisions to estimates primarily related to cash severance incentive programs for skilled trade U.S.hourly employees and service cost for hourly layoff benefits. Due to the expected closure of the Oshawa Consolidated Plant in December 2016, affectedemployees will be eligible for a voluntary restructuring separation incentive program in accordance with the existing collective bargaining agreement thatprovides cash and a car voucher. During 2013 some of the affected employees separated and the related costs were recorded.GME recorded charges, interest accretion and other and revisions to estimates primarily related to our plan to terminate all vehicle and transmissionproduction at our Bochum, Germany facility by the end of 2014. Through December 31, 2013 the active separation programs related to Germany had a totalcost of $194 million and had affected a total of 450 employees. We expect to complete these programs in 2014 and incur additional charges of $650 million,which will affect an additional 3,300 employees.GMIO recorded charges, interest accretion and other and revisions to estimates for separation programs in Australia and Korea and programs related to thewithdrawal of the Chevrolet brand from Europe described below. Through December 31, 2013 the active separation programs in GMIO had a total cost of$420 million and had affected a total of 4,100 employees. We expect to complete these programs in 2017 and incur additional restructuring and other charges of$640 million.GMSA recorded charges for active separation programs in Brazil. Through December 31, 2013 the active separation programs related to Brazil had a totalcost of $103 million.Year Ended December 31, 2012GMNA recorded charges, interest accretion and other and revisions to estimates related to our 2011 UAW labor agreement and increased production capacityutilization in Canada. Our 2011 UAW labor agreement included cash severance incentive programs which were completed at March 31, 2012 for skilled tradeU.S. hourly employees. A total of 1,400 skilled trade U.S. hourly employees participated in these programs at a total cost of $99 million which was recordedupon irrevocable acceptances by both parties. Substantially all of the program cost was recorded in the three months ended March 31, 2012.GME recorded charges, interest accretion and other and revisions to estimates for previously announced separation and early retirement programs. ThroughDecember 31, 2012 the active separation programs related to Germany and the United Kingdom had a total cost of $400 million and had affected a total of2,550 employees, of which $310 million related to a program initiated in Germany in 2010.GMIO recorded charges, interest accretion and other related to voluntary separation programs primarily in Korea and Australia. Through December 31,2012 these programs had a total cost of $69 million which affected 650 employees.GMSA recorded charges of $87 million for employee separation costs related to a separation program in Brazil.Year Ended December 31, 2011GMNA recorded charges, interest accretion and other primarily related to special attrition programs for skilled trade U.S. hourly employees, service cost forhourly layoff benefits and Canadian restructuring activities.GME recorded charges, interest accretion and other for separation programs primarily related to previously announced programs in Germany. ThroughDecember 31, 2011 these programs had a total cost of $1.1 billion and affected a total of 6,700 employees and included the December 2010 closure of theAntwerp, Belgium facility.GMSA recorded charges, interest accretion and other for separation programs primarily related to the voluntary separation program in Brazil implemented inthe three months ended December 31, 2011. A total of 900 employees in Brazil participated in the separation program at a total cost of $74 million.Withdrawal of the Chevrolet Brand from EuropeIn December 2013 we announced our plans to focus our marketing and product portfolio on our Opel and Vauxhall brands in Western and Central Europeand cease mainstream distribution of Chevrolet brand in those markets in 2015. This decision impacts 1,200 Chevrolet dealers and distributors in theaffected countries and 480 Chevrolet Europe employees. In the three months ended December 31, 2013 we recorded pre-tax charges of $636 million, net ofnoncontrolling interests of $124 million. These charges121Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)included dealer restructuring costs of $233 million and employee severance costs of $30 million which are reflected in the table above. The remaining chargesfor intangible asset impairments of $264 million and sales incentive, inventory related and other costs of $233 million are not included in the table above. Wemay incur additional charges for exit costs of up to $300 million primarily through the first half of 2014. Refer to Note 11 for additional information on theintangible asset impairment charges.Manufacturing Operations at HoldenIn December 2013 we announced plans to cease vehicle and engine manufacturing and significantly reduce engineering operations at Holden by the end of2017. Holden will continue to sell imported vehicles through its Holden dealer network and maintain its global design studio. This decision affects 2,900employees from the Elizabeth vehicle manufacturing plant and Holden's Victorian workforce. In the three months ended December 31, 2013 we recorded pre-taxcharges of $536 million in Automotive cost of sales consisting primarily of asset impairment charges of $477 million, including property, plant andequipment, which are not included in the table above. The remaining charges relate to exit-related costs, including certain employee severance related costs, of$59 million which are included in the table above. We expect to incur additional charges through 2017 for incremental future cash payments of employeeseverance once negotiations of the amount are completed. Refer to Note 9 for additional information on the property, plant and equipment impairment charges. Note 20. Interest Income and Other Non-Operating Income, netThe following table summarizes the components of Interest income and other non-operating income, net (dollars in millions): Years Ended December 31, 2013 2012 2011Interest income$246 $343 $455Net gains (losses) on derivatives(13) (63) 41Dividends and royalties97 98 153Foreign currency transaction and translation gains (losses)(154) 16 (48)Gains (losses) on securities and other investments - realized and unrealized691 (193) (9)Deferred income from technology agreements100 114 113Other96 530 146Total interest income and other non-operating income, net$1,063 $845 $851Note 21. Stockholders’ Equity and Noncontrolling InterestsPreferred and Common StockWe have 2.0 billion shares of preferred stock and 5.0 billion shares of common stock authorized for issuance. We had 156 million and 276 million sharesof Series A Preferred Stock issued and outstanding at December 31, 2013 and 2012. There were no shares of Series B Preferred Stock issued and outstandingat December 31, 2013 and 100 million shares issued and outstanding at December 31, 2012. We had 1.5 billion and 1.4 billion shares of common stockissued and outstanding at December 31, 2013 and 2012.Preferred StockThe following table summarizes significant features relating to our preferred stock (dollars in millions, except for per share amounts): LiquidationPreference PerShare Dividend Rate PerAnnum Dividends PaidYears Ended December 31,2013 2012 2011Series A Preferred Stock$25.00 9.00% $1,370 $621 $621Series B Preferred Stock$50.00 4.75% $237 $238 $243Series A Preferred Stock122Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)The Series A Preferred Stock ranks senior with respect to liquidation preference and dividend rights to our common stock and Series B Preferred Stock andany other class or series of stock that we may issue. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of our affairs, aholder of Series A Preferred Stock will be entitled to be paid, before any distribution or payment may be made to any holders of common stock or other seriesof stock, the liquidation amount and the amount of any accrued and unpaid dividends, if any, whether or not declared, prior to such distribution or paymentdate. On or after December 31, 2014, the Series A Preferred Stock may be redeemed, in whole or in part, for cash at a price per share equal to the $25.00 pershare liquidation amount, plus any accrued and unpaid dividends. Upon a redemption or purchase of any or all Series A Preferred Stock, the difference, ifany, between the recorded amount of the Series A Preferred Stock being redeemed or purchased and the consideration paid would be recorded as a charge to Netincome attributable to common stockholders.In September 2013 we purchased 120 million shares (or 43.5% of the total shares outstanding) of our Series A Preferred Stock held by the New VEBA at aprice equal to 108.1% of the aggregate liquidation amount for $3.2 billion. We recorded a loss for the difference between the carrying amount of the Series APreferred Stock purchased and the consideration paid, which reduced Net income attributable to common stockholders by $816 million. If all of theremaining Series A Preferred Stock were redeemed or purchased at its par value, Net income available to common stockholders would be reduced by a chargeof $800 million.Series B Preferred StockOn December 1, 2013 each of the 100 million shares of our Series B Preferred Stock outstanding automatically converted into 1.3736 shares of our commonstock for a total of 137 million common shares. The number of shares of our common stock issued upon mandatory conversion of each share of Series BPreferred Stock was determined based on the average of the closing prices of our common stock over the 40 consecutive trading day period ended November26, 2013.Common StockHolders of our common stock are entitled to dividends at the sole discretion of our Board of Directors. However, the terms of the Series A Preferred Stockprohibit, subject to exceptions, the payment of dividends on our common stock unless all accrued and unpaid dividends on the Series A Preferred Stock arepaid in full. Holders of common stock are entitled to one vote per share on all matters submitted to our stockholders for a vote. The liquidation rights ofholders of our common stock are secondary to the payment or provision for payment of all our debts and liabilities and to holders of our Series A PreferredStock, if any such shares are then outstanding.In December 2012 we purchased 200 million shares of our common stock from the UST at a price of $27.50 per share for a total of $5.5 billion. Thepurchase price represented a premium to the prior day's closing price of $25.49. We allocated the purchase price between a direct reduction to shareholder'sequity of $5.1 billion and a charge to Automotive selling, general and administrative expense of $402 million representing the premium. These shares wereretired and returned to authorized but unissued status. In the year ended December 31, 2012 we issued 1.3 million shares of common stock for the settlementof restricted stock and salary stock awards and 400,000 shares for exercised warrants. Refer to Note 23 for additional information on our stock incentiveplans.WarrantsIn connection with the 363 Sale we issued two tranches of warrants, each to acquire 136 million shares of common stock, to MLC which have all beendistributed to creditors of Old GM and to the GUC Trust by MLC and one tranche of warrants to acquire 46 million shares of common stock to the NewVEBA. The first tranche of MLC warrants is exercisable at any time prior to July 10, 2016 at an exercise price of $10.00 per share and the second tranche ofMLC warrants is exercisable at any time prior to July 10, 2019 at an exercise price of $18.33 per share. The New VEBA warrants, which were subsequentlysold by the New VEBA, are exercisable at any time prior to December 31, 2015 at an exercise price of $42.31 per share. Upon exercise of the warrants, theshares issued will be included in the number of basic shares outstanding used in the computation of earnings per share. The number of shares of commonstock underlying each of the warrants and the per share exercise price are subject to adjustment as a result of certain events, including stock splits, reversestock splits and stock dividends. The outstanding balance of warrants was 293 million and 313 million at December 31, 2013 and 2012.Accumulated Other Comprehensive LossThe following table summarizes the components of Accumulated other comprehensive loss (dollars in millions):123Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Years Ended December 31, 2013 2012 2011 Pre-taxAmount Tax Expense(Benefit) Net Amount Pre-taxAmount TaxExpense(Benefit) Net Amount Pre-taxAmount Tax Expense(Benefit) Net AmountForeign currency translation adjustments Balance at beginning of period$112 $11 $101 $226 $11 $215 $405 $11 $394Other comprehensive income (loss)(722) 11 (733) (103) — (103) (183) — (183)Purchase of noncontrolling interest shares— — — — — — (6) — (6)Other comprehensive income (loss) attributable tononcontrolling interests18 — 18 (11) — (11) 10 — 10Balance at end of period$(592) $22 $(614) $112 $11 $101 $226 $11 $215Cash flow hedging gains (losses), net Balance at beginning of period$— $— $— $2 $— $2 $(23) $— $(23)Other comprehensive income before reclassification adjustment— — — — — — 25 — 25Reclassification adjustment— — — (2) — (2) — — —Other comprehensive income (loss)— — — (2) — (2) 25 — 25Balance at end of period$— $— $— $— $— $— $2 $— $2Unrealized gain (loss) on securities, net Balance at beginning of period$63 $22 $41 $1 $5 $(4) $— $5 $(5)Other comprehensive income (loss) before reclassificationadjustment133 (6) 139 (140) 22 (162) 1 — 1Reclassification adjustment(185) (7) (178) 202 (5) 207 — — —Other comprehensive income (loss)(52) (13) (39) 62 17 45 1 — 1Balance 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 $885Other comprehensive income before reclassification adjustment- prior service cost (credit)6 (4) 10 (53) (95) 42 302 1 301Other comprehensive income (loss) before reclassificationadjustment - 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 361Other 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 $1,251Other comprehensive income (loss) before reclassificationadjustment8,090 3,092 4,998 (3,476) (999) (2,477) (7,433) (9) (7,424)Reclassification adjustment(135) (58) (77) 304 7 297 314 5 309Other 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 tononcontrolling interests18 — 18 (11) — (11) 10 — 10Balance 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.Note 22. Earnings Per ShareBasic and diluted earnings per share are computed by dividing Net income attributable to common stockholders by the weighted-average common sharesoutstanding in the period. Diluted earnings per share is computed by giving effect to all potentially dilutive securities that are outstanding.124Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)The following table summarizes basic and diluted earnings per share (in millions, except for per share amounts): Years Ended December 31, 2013 2012 2011Basic earnings per share Net income attributable to stockholders$5,346 $6,188 $9,190Less: 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 - basic1,393 1,566 1,536Basic earnings per common share$2.71 $3.10 $4.94Diluted earnings per share Net income attributable to stockholders$5,346 $6,188 $9,190Add: preferred dividends to holders of Series B Preferred Stock218 — —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 $7,638Weighted-average common shares outstanding - diluted Weighted-average common shares outstanding - basic1,393 1,566 1,536Dilutive effect of warrants146 104 130Dilutive effect of conversion of Series B Preferred Stock134 — —Dilutive effect of RSUs3 5 2Weighted-average common shares outstanding - diluted1,676 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 and2011 and $20 million on our Series B Preferred Stock in the years ended December 31, 2012 and 2011.Holders of the Series B Preferred Stock had a right to participate in our undistributed earnings because a dividend, if declared, would result in a transfer ofvalue to the holder through an adjustment to the fixed conversion ratios through various anti-dilution provisions. Based on the nature of the Series B PreferredStock and the nature of these anti-dilution provisions, we concluded that the Series B Preferred Stock was a participating security and, as such, requires theapplication of the more dilutive of the two-class or if-converted method to calculate earnings per share when the applicable market value of our common stockis below or above the range of $33.00 to $39.60 per common share. For purposes of calculating earnings per share, the applicable market value is calculated asthe average of the closing prices of our common stock over the 40 consecutive trading day period ending on the third trading day immediately preceding thedate of our mandatory conversion in 2013 or the date of our financial statements for 2012 and 2011. The calculation of the applicable market value is appliedto the full year, irrespective of the applicable market value computed during the prior quarters of the current year.On the mandatory conversion date of our Series B Preferred Stock, December 1, 2013, the applicable market value of our common stock was within therange of $33.00 to $39.60 per common share and, as such, we applied the if-converted method for purposes of calculating diluted earnings per share in theyear ended December 31, 2013. In the years ended December 31, 2012 and 2011, we were required to use the two-class method for calculating earnings pershare as the applicable market value of our common stock was below $33.00 per common share. Under the two-class method for computing earnings pershare, undistributed earnings are allocated to common stock and the Series B Preferred Stock according to their respective participation rights in undistributedearnings, as if all the earnings for the period had been distributed. This allocation to the Series B Preferred Stock holders reduced Net income attributable tocommon stockholders, resulting in a lower basic and dilutive earnings per share amount.125Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)The impact on diluted earnings per share was an increase of $0.13 in the year ended December 31, 2013 using the if-converted as compared to the two-classmethod. Our calculation of earnings per share varied from period to period depending on whether the two-class or if-converted method was required.The application of the two-class method resulted in an allocation of undistributed earnings to our Series B Preferred Stock holders and, accordingly, 152million common stock equivalents from the assumed conversion of the Series B Preferred Stock are not considered outstanding for purposes of determiningthe weighted-average common shares outstanding in the computation of diluted earnings per share for December 31, 2012 and 2011.In the years ended December 31, 2013, 2012 and 2011 warrants to purchase 46 million shares were not included in the computation of diluted earnings pershare because the warrants' exercise price was greater than the average market price of the common shares.Note 23. Stock Incentive PlansOur stock incentive plans consist of the 2009 Long-Term Incentive Plan and the Salary Stock Plan. Both plans are administered by the ExecutiveCompensation Committee of our Board of Directors. The aggregate number of shares with respect to which awards may be granted under these amended plansshall not exceed 75 million.Long-Term Incentive PlanWe granted 7 million, 7 million and 5 million RSUs in the years ended December 31, 2013, 2012 and 2011. These awards granted either cliff vest orratably vest generally over a three-year service period, as defined in the terms of each award. Our policy is to issue new shares upon settlement of RSUs.The 2013 awards granted to the Top 25 highest compensated employees will settle on the second and third anniversary dates of grant in 25% incrementsconsistent with the terms of the 2009 Long-Term Incentive Plan. The awards for the Next 75 highest compensated employees will settle on the second and thirdanniversary dates of grant. The awards for the non-Top 100 highest compensated employees will settle on the first, second and third anniversary dates ofgrant. Vesting and subsequent settlement will generally occur based upon employment at the end of each specified service period.The 2012 awards granted to the Top 25 highest compensated employees will settle on the second and third anniversary dates of grant in 25% incrementsconsistent with the terms of the 2009 Long-Term Incentive Plan. The awards for the non-Top 25 highest compensated employees will vest and settle on thesecond and third anniversary dates of grant. Vesting and subsequent settlement will generally occur based upon employment at the end of each specifiedservice period.The 2011 awards granted to the Top 25 highest compensated employees will settle three years from the grant date in 25% increments consistent with theterms of the 2009 Long-Term Incentive Plan. The awards for the Next 75 highest compensated employees will settle either: (1) three years from the date ofgrant; or (2) on the first and third anniversary dates of grant. The awards to the non-Top 100 highest compensated employees will settle on the first, secondand third anniversary dates of grant. Vesting and subsequent settlement will generally occur based upon employment at the end of each specified serviceperiod.Retirement eligible participants that are non-Top 100 highest compensated employees who retire in the first twelve months following the grant will retain andvest a pro-rata portion of RSUs earned and those who retire after the first anniversary of the grant will retain and vest the full RSU grant. The vested awardwill be payable on the settlement date.The plan was amended in January 2014 to provide cash payment, on a going forward basis, of dividend equivalents upon settlement to active employeesand certain former employees with outstanding awards as of the amendment date.Salary Stock PlanIn the years ended December 31, 2013, 2012 and 2011 a portion of each participant's salary was accrued on each salary payment date and converted toRSUs on a quarterly basis. In March 2012 we amended the plan to provide for cash settlement of awards and reclassified $97 million from Additional paid-incapital to Accrued liabilities and Other liabilities and deferred income taxes. Prior to this amendment it was our policy to issue new shares upon settlement ofthese awards. In June 2013 we amended the plan to provide for cash or share settlement of awards based on election by the participant. The plan was amendedin January 2014 to provide cash payment, on a going forward basis, of dividend equivalents upon settlement to active employees with outstanding126Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)awards as of the amendment date. The liability for these awards continues to be remeasured to fair value at the end of each reporting period.RSUsThe following table summarizes information about the RSUs under our stock incentive plans (RSUs in millions): Shares Weighted-AverageGrant Date Fair Value Weighted-AverageRemainingContractual Termin YearsRSUs outstanding at January 1, 201326.9 $23.06 0.7Granted8.9 $29.05 Settled(16.0) $20.60 Forfeited or expired(1.2) $27.20 RSUs outstanding at December 31, 201318.6 $27.76 1.2 RSUs unvested and expected to vest at December 31, 20139.2 $27.94 1.6RSUs vested and payable at December 31, 20138.8 $27.61 —RSUs granted in the year ended December 31, 2012 $25.10 RSUs granted in the year ended December 31, 2011 $31.18 The following table summarizes compensation expense recorded for our stock incentive plans (dollars in millions): Years Ended December 31, 2013 2012 2011Compensation expense$311 $302 $233Income tax benefit$100 $100 $—At December 31, 2013 the total unrecognized compensation expense for nonvested equity awards granted was $149 million. This expense is expected to berecorded over a weighted-average period of 1.6 years. The total fair value of RSUs vested in the years ended December 31, 2013, 2012 and 2011 was $342million, $141 million and $105 million. In the years ended December 31, 2013, 2012 and 2011 total payments for 3.1 million, 1.6 million and 456,000RSUs settled under stock incentive plans were $94 million, $36 million and $14 million.Note 24. Supplementary Quarterly Financial Information (Unaudited)The following tables summarize supplementary quarterly financial information (dollars in millions, except per share amounts): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter2013 Total net sales and revenue$36,884 $39,075 $38,983 $40,485Automotive gross margin$3,727 $4,416 $4,954 $4,070Net income$1,185 $1,388 $1,705 $1,053Net income attributable to stockholders$1,175 $1,414 $1,717 $1,040Earnings per share, basic$0.63 $0.87 $0.50 $0.64Earnings per share, diluted$0.58 $0.75 $0.45 $0.57127Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter2012 Total net sales and revenue$37,759 $37,614 $37,576 $39,307Automotive gross margin$4,418 $4,449 $4,327 $(3,135)Net income$1,350 $1,901 $1,854 $1,031Net income attributable to stockholders$1,315 $1,846 $1,833 $1,194Earnings per share, basic$0.64 $0.95 $0.94 $0.58Earnings per share, diluted$0.60 $0.90 $0.89 $0.54Prior to the three months ended June 30, 2013 we used the two-class method for calculating earnings per share because Series B Preferred Stock was aparticipating security.The three months ended December 31, 2013 included the following on a pre-tax (except tax matters) and pre-noncontrolling interests basis:•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.The three months ended March 31, 2013 included the following on a pre-tax and pre-noncontrolling interests basis:•Charge of $162 million in GMSA for the Venezuela currency devaluation.The three months ended December 31, 2012 included the following on a pre-tax and pre-noncontrolling interests basis:•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.The three months ended March 31, 2012 included the following on a pre-tax and pre-noncontrolling interests basis:•Goodwill impairment charges of $617 million in GMIO and GME.Note 25. Segment ReportingWe analyze the results of our business through our five segments: GMNA, GME, GMIO, GMSA and GM Financial. The chief operating decision makerevaluates the operating results and performance of our automotive segments through Income (loss) before interest and income taxes, as adjusted for additionalamounts, which are presented net of noncontrolling interests, and128Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)evaluates GM Financial through income before income taxes. Each segment has a manager responsible for executing our strategies. Our automotivemanufacturing operations are integrated within the segments, benefit from broad-based trade agreements and are subject to regulatory requirements, such asCorporate Average Fuel Economy regulations. While not all vehicles within a segment are individually profitable on a fully allocated cost basis, those vehiclesare needed in our product mix in order to attract customers to dealer showrooms and to maintain sales volumes for other, more profitable vehicles. Because ofthese and other factors, we do not manage our business on an individual brand or vehicle basis.In the three months ended March 31, 2013 we changed our managerial and financial reporting structure to measure our reportable segments revenue andprofitability based on the geographic area in which we sell vehicles to third party customers. We record certain transactions between our automotive andfinance segments as intersegment activity and eliminate them in consolidation. The new reporting structure provides clearer profit and revenue visibility acrossgeographic areas and identifies our profitability at the point of sale. Previously, it was based on the geographic area in which the vehicles originated and ourmanagerial and financial reporting structure included intercompany sales and cost of sales in our segment results. Certain expenses such as engineering,warranty, recall campaigns and selling, general and administrative are allocated to the geographic area in which the vehicle is sold to third party customers. Wehave retrospectively revised the segment presentation for all periods presented.Substantially all of the cars, trucks and parts produced are marketed through retail dealers in North America, and through distributors and dealers outsideof North America, the substantial majority of which are independently owned.In addition to the products sold to dealers for consumer retail sales, cars and trucks are also sold to fleet customers, including daily rental car companies,commercial fleet customers, leasing companies and governments. Sales to fleet customers are completed through the network of dealers and in some cases solddirectly to fleet customers. Retail and fleet customers can obtain a wide range of aftersale vehicle services and products through the dealer network, such asmaintenance, light repairs, collision repairs, vehicle accessories and extended service warranties.GMNA primarily meets the demands of customers in North America with vehicles developed, manufactured and/or marketed under the following fourbrands:• Buick• Cadillac• Chevrolet• GMCThe demands of customers outside of North America are primarily met with vehicles developed, manufactured and/or marketed under the following brands:• Buick• Chevrolet• Holden• Vauxhall• Cadillac• GMC• Opel At December 31, 2013 we also had equity ownership stakes directly or indirectly in entities through various regional subsidiaries, primarily in Asia thatdesign, manufacture and market vehicles under the following brands:• Alpheon• Buick• Chevrolet• Wuling• Baojun• Cadillac• Jiefang All intersegment balances and transactions have been eliminated in consolidation.The following tables summarize key financial information by segment (dollars in millions):129Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) At and For the Year Ended December 31, 2013 GMNA GME GMIO GMSA Corporate Eliminations Total Automotive GM Financial Eliminations TotalSales External customers$95,091 $20,110 $20,263 $16,478 $150 $152,092 $— $— $152,092GM Financial revenue— — — — — — 3,344 (9) 3,335Intersegment8 — — — — 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 $— $8,578Adjustments(a)$(100) $153 $(1,169) $(157) 483 $(790) (15) $— (805)Corporate interest income 249 $(3) 246Automotive interest expense 338 $(4) 334Loss on extinguishment of debt 212 — 212Income (loss) before income taxes (312) 883 7,473Income tax expense 1,826 300 $1 2,127Net income (loss) attributable to stockholders $(2,138) $583 $5,346 Equity in net assets of nonconsolidated affiliates$74 $7 $8,009 $4 $— $— $8,094 $— $— $8,094Total assets$87,978 $10,341 $23,425 $11,488 $26,460 $(29,642) $130,050 $38,084 $(1,790) $166,344Expenditures for property$5,466 $770 $772 $444 $92 $5 $7,549 $16 $— $7,565Depreciation, amortization and impairment oflong-lived assets and finite-lived intangibleassets$4,216 $406 $1,806 $522 $63 $(1) $7,012 $498 $(10) $7,500Equity 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 andintangible 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 hourlywage 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 equityinvestment 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.130Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) At and For the Year Ended December 31, 2012 GMNA GME GMIO GMSA Corporate Eliminations Total Automotive GM Financial Eliminations TotalSales External customers$89,912 $20,689 $22,954 $16,700 $40 $150,295 $— $— $150,295GM Financial revenue— — — — — — 1,961 — 1,961Intersegment(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) $7,859Adjustments(a)$(29,052) $(6,391) $(288) $27 (402) $(36,106) — $— (36,106)Corporate interest income 343 343Automotive interest expense 489 489Loss on extinguishment of debt 250 — 250Income (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 $— $— $6,883Total assets$87,100 $9,669 $25,032 $11,958 $16,991 $(17,006) $133,744 $16,368 $(690) $149,422Expenditures for property$4,766 $1,035 $1,225 $956 $77 $(4) $8,055 $13 $— $8,068Depreciation, amortization and impairment oflong-lived assets and finite-lived intangibleassets$3,663 $6,570 $638 $483 $49 $(1) $11,402 $225 $(10) $11,617Equity income and gain on investments$9 $— $1,552 $1 $— $— $1,562 $— $— $1,562Valuation allowances against deferred taxassets(b)$— $— $— $— $(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 MotorsStrasbourg 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 chargesof $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 sharesof $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 valuationallowance throughout the period.131Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) For the Year Ended December 31, 2011 GMNA GME GMIO GMSA Corporate Eliminations Total Automotive GM Financial Eliminations TotalSales External customers$85,988 $25,154 $21,031 $16,632 $61 $148,866 $— $— $148,866GM Financial revenue— — — — — — 1,410 — 1,410Intersegment3 — — — — 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 $— $8,304Adjustments(a)$2,394 $(1,016) $(364) $63 (216) $861 — $— 861Corporate interest income 455 455Automotive interest expense 540 540Income (loss) before income taxes (747) 622 9,080Income 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 $— $— $6,790Total assets$83,528 $15,777 $22,130 $11,514 $30,244 $(31,333) $131,860 $13,112 $(369) $144,603Expenditures for property$3,404 $1,016 $907 $880 $44 $(10) $6,241 $8 $— $6,249Depreciation, amortization and impairment oflong-lived assets and finite-lived intangibleassets$3,693 $1,371 $491 $454 $50 $(1) $6,058 $85 $(2) $6,141Equity income and gain on investments(b)$1,733 $— $1,458 $1 $— $— $3,192 $— $— $3,192Reversal of valuation allowances againstdeferred tax assets(c)$— $— $— $— $(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; Goodwillimpairment 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 Financialcommon 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.Automotive revenue is attributed to geographic areas based on the country in which our subsidiary is located. Automotive Financing revenue is attributed tothe geographic area where the financing is originated. The following table summarizes information concerning principal geographic areas (dollars in millions): 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 AssetsAutomotive U.S.$88,784 $15,844 $85,105 $13,520 $79,868 $11,736Non-U.S.63,308 12,289 65,190 12,425 68,998 13,709GM Financial U.S.2,233 2,472 1,832 1,112 1,363 532Non-U.S.1,102 1,043 129 590 47 300Total consolidated$155,427 $31,648 $152,256 $27,647 $150,276 $26,277No individual country other than the U.S. represented more than 10% of our total Net sales and revenue or Long-lived assets. Note 26. Supplemental Information for the Consolidated Statements of Cash FlowsThe following table summarizes the sources (uses) of cash provided by Change in other operating assets and liabilities and cash paid for income taxes andinterest (dollars in millions):132Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Years Ended December 31,2013 2012 2011Accounts receivable$8 $(460) $(1,572)Inventories59 (326) (2,760)Automotive equipment on operating leases(968) 370 (522)Change in other assets(563) (312) (320)Accounts payable(485) 162 2,139Income taxes payable(161) 155 (360)Accrued liabilities and other liabilities784 1,041 (727)Total$(1,326) $630 $(4,122)Cash paid for income taxes and interest Cash paid for income taxes$727 $575 $569Cash paid for interest (net of amounts capitalized) - Automotive$299 $335 $226Cash paid for interest (net of amounts capitalized) - GM Financial760 298 284Total cash paid for interest (net of amounts capitalized)$1,059 $633 $510* * * * * * *Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone* * * * * * *Item 9A. Controls and ProceduresDisclosure Controls and ProceduresWe maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed underthe Securities Exchange Act of 1934, as amended (Exchange Act) is recorded, processed, summarized and reported within the specified time periods andaccumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timelydecisions regarding required disclosure.Our management, with the participation of our CEO and Executive Vice President and CFO, evaluated the effectiveness of our disclosure controls andprocedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) at December 31, 2013. Based on these evaluations, our CEO andCFO concluded that our disclosure controls and procedures required by paragraph (b) of Rules 13a-15 or 15d-15 were effective as of December 31, 2013.Management's Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation ofconsolidated financial statements for external purposes in accordance with U.S. GAAP. Because of the inherent limitations of internal control over financialreporting, including the possibility of collusion or improper management override of controls, misstatements due to error or fraud may not be prevented ordetected on a timely basis.Our management performed an assessment of the effectiveness of our internal control over financial reporting at December 31, 2013, utilizing the criteriadiscussed in the “Internal Control - Integrated Framework (1992)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Theobjective of this assessment was to determine whether our internal control over financial reporting was effective at December 31, 2013. Based on management'sassessment, we have concluded that our internal control over financial reporting was effective at December 31, 2013.133Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESThe effectiveness of our internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accountingfirm, as stated in its report which is included herein.Changes in Internal ControlsThere have not been any changes in our internal control over financial reporting during the three months ended December 31, 2013 that have materiallyaffected, or are reasonably likely to materially affect, our internal control over financial reporting. /s/ MARY T. BARRA /s/ CHARLES K. STEVENS IIIMary T. BarraChief Executive Officer Charles K. Stevens IIIExecutive Vice President and ChiefFinancial OfficerFebruary 6, 2014 February 6, 2014* * * * * * *134Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESItem 9B. Other InformationNone* * * * * * * 135Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceWe have adopted a code of ethics that applies to the Corporation's directors, officers, and employees, including the Chief Executive Officer, Chief FinancialOfficer, Controller and Chief Accounting Officer and any other persons performing similar functions. The text of our code of ethics, “Winning WithIntegrity,” has been posted on our website at http://investor.gm.com at Investors - Corporate Governance. We will provide a copy of the code of ethics withoutcharge upon request to Corporate Secretary, General Motors Company, Mail Code 482-C25-A36, 300 Renaissance Center, P.O. Box 300, Detroit, MI 48265-3000. We will disclose on our website any amendment to or waiver from our code of ethics on behalf of any of our executive officers or directors.* * * * * * *Items 10, 11, 12, 13 and 14Information required by Part III (Items 10, 11, 12, 13 and 14) of this Form 10-K is incorporated by reference from our definitive Proxy Statement for our2014 Annual Meeting of Stockholders, which will be filed with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of the 2013 fiscalyear, all of which information is hereby incorporated by reference in, and made part of, this Form 10-K, except the information required by Item 10 withrespect to our code of ethics in Item 10 above and disclosure of our executive officers, which is included in Item 1 of Part I of this report.* * * * * * *PART IVITEM 15. Exhibits (a)1. All Financial Statements and Supplemental Information2. Financial Statement SchedulesAll financial statement schedules are omitted as the required information is inapplicable or the information is presented in the consolidatedfinancial statements and notes thereto in Item 8. 3. Exhibits (b)ExhibitsExhibitNumber Exhibit Name 3.1 Restated Certificate of Incorporation of General Motors Company dated December 7, 2010, incorporated herein by reference toExhibit 3.2 to the Current Report on Form 8-K of General Motors Company filed December 13, 2010 Incorporated by Reference3.2 Bylaws of General Motors Company, as amended and restated as of November 19, 2013, incorporated herein by reference toExhibit 3.1 to the Current Report on Form 8-K of General Motors Company filed November 22, 2013 Incorporated by Reference4.1 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 November16, 2009 Incorporated by Reference10.1† Second Amended and Restated Loan Agreement by and among General Motors of Canada Limited, as Borrower, and the otherloan parties and Export Development Canada, as Lender, dated July 10, 2009, incorporated herein by reference to Exhibit 10.5 tothe Current Report on Form 8-K/A of General Motors Company filed November 16, 2010 Incorporated by Reference10.2 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 referenceto Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed October 23, 2009 Incorporated by Reference136Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESExhibitNumber Exhibit Name 10.3 Stockholders Agreement, dated as of October 15, 2009 between General Motors Company, the United States Department of theTreasury, Canada GEN Investment Corporation (fka 7176384 Canada Inc.), the UAW Retiree Medical Benefits Trust, and, forlimited purposes, General Motors LLC, incorporated herein by reference to Exhibit 10.8 to the Current Report on Form 8-K ofGeneral Motors Company filed November 16, 2009 Incorporated by Reference10.4 Equity Registration Rights Agreement, dated as of October 15, 2009, between General Motors Company, the United StatesDepartment of Treasury, Canada GEN Investment Corporation (fka 7176384 Canada Inc.), the UAW Retiree Medical BenefitsTrust, Motors Liquidation Company, and, for limited purposes, General Motors LLC, incorporated herein by reference to Exhibit10.1 to the Current Report on Form 8-K of Motors Liquidation Company filed October 21, 2009 Incorporated by Reference10.5 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 andMotors Liquidation Company, incorporated herein by reference to Exhibit 10.43 to Amendment No. 5 to the RegistrationStatement on Form S-1 (File No. 333-168919) of General Motors Company filed November 3, 2010 Incorporated by Reference10.6 Form of Compensation Statement, incorporated herein by reference to Exhibit 10.14 to the Annual Report on Form 10-K ofGeneral Motors Company filed April 7, 2010 Incorporated by Reference10.7 General Motors Company 2009 Long-Term Incentive Plan, as amended January 13, 2014 Filed Herewith10.8 The General Motors Company Deferred Compensation Plan for Non-Employee Directors, incorporated herein by reference toExhibit 10.1 to the Quarterly Report on Form 10-Q of General Motors Company filed May 6, 2011 Incorporated by Reference10.9 General Motors Company Executive Retirement Plan, with modifications through October 10, 2012, incorporated herein byreference to Exhibit 10.12 to the Annual Report on Form 10-K of General Motors Company filed February 15, 2013 Incorporated by Reference10.10 General Motors Company Salary Stock Plan, as amended January 13, 2014 Filed Herewith10.11 General Motors Company Short Term Incentive Plan, as amended August 19, 2013, incorporated herein by reference to Exhibit10.1 to the Quarterly Report on Form 10-Q of General Motors Company filed October 30, 2013 Incorporated by Reference10.12 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 onForm 10-K of General Motors Company filed April 7, 2010 Incorporated by Reference10.13 Form of Restricted Stock Unit Grant (Cash Settlement) made to top 25 highly compensated employees under General MotorsCompany 2009 Long-Term Incentive Plan, as Amended March 1, 2010, incorporated herein by reference to Exhibit 10.21 to theAnnual Report on Form 10-K of General Motors Company filed April 7, 2010 Incorporated by Reference10.14 Form of General Motors Company 2010 Equity Grant Award Agreement, incorporated herein by reference to Exhibit 10.30 to theAnnual Report on Form 10-K of General Motors Company filed March 1, 2011 Incorporated by Reference10.15 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 Reference10.16 Form of General Motors Company Equity Grant Agreement (cash settlement) dated December 15, 2011, incorporated herein byreference to Exhibit 10.26 to the Annual Report on Form 10-K of General Motors Company filed February 27, 2012 Incorporated by Reference10.17 Form of General Motors Company Equity Grant Agreement dated December 15, 2011, incorporated herein by reference toExhibit 10.27 to the Annual Report on Form 10-K of General Motors Company filed February 27, 2012 Incorporated by Reference10.18 General Motors Company Vehicle Operations — Senior Management Vehicle Program (SMVP) Supplement, revised December15, 2005, incorporated herein by reference to Exhibit 10(g) to the Annual Report on Form 10-K of Motors Liquidation Companyfiled March 28, 2006 Incorporated by Reference10.19† Amended and Restated United States Consumer Financing Services Agreement between GMAC LLC and General MotorsCorporation dated May 22, 2009, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K/A ofGeneral Motors Company filed November 16, 2010 Incorporated by Reference10.20† 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 filedNovember 16, 2010 Incorporated by Reference10.21 Amended and Restated Warrant Agreement, dated as of October 16, 2009, between General Motors Company and U.S. BankNational 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 theAnnual Report on Form 10-K of General Motors Company filed April 7, 2010 Incorporated by Reference137Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESExhibitNumber 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 towarrants with a $55 original ($18.33 after stock split) exercise price and a July 10, 2019 expiration date, incorporated herein byreference to Exhibit 10.30 to the Annual Report on Form 10-K of General Motors Company filed April 7, 2010 Incorporated by Reference10.23 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 towarrants with an exercise price of $42.31 per share and a December 31, 2015 expiration date, incorporated herein by reference toExhibit 4.1 to the Current Report on Form 8-K of General Motors Company filed August 12, 2013 Incorporated by Reference10.24† Amended and Restated Master Agreement, dated as December 19, 2012, between General Motors Holdings LLC and PeugeotS.A. Filed Herewith10.25† 3-Year Revolving Credit Agreement, dated as of November 5, 2012, among General Motors Holdings, LLC, General MotorsFinancial Company, Inc., GM Europe Treasury Company AB, General Motors do Brasil Ltda., the subsidiary borrowers fromtime to time parties thereto, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrativeagent, Banco Do Brasil, as administrative agent for the Brazilian lenders, Citibank, N.A., as syndication agent, and Bank ofAmerica, N.A., as co-syndication agent, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K/Afiled February 7, 2013 Incorporated by Reference10.26† 5-Year Revolving Credit Agreement, dated as of November 5, 2012, among General Motors Holdings, LLC, the subsidiaryborrowers from time to time parties thereto, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., assyndication agent, and Bank of America, N.A., as co-syndication agent, incorporated herein by reference to Exhibit 10.2 to theCurrent Report on Form 8-K/A filed February 7, 2013 Incorporated by Reference10.27 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 February15, 2013 Incorporated by Reference10.28 Director's Service Agreement between Adam Opel AG and Dr. Karl-Thomas Neumann Filed Herewith12 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 Herewith21 Subsidiaries of the Registrant as of December 31, 2013 Filed Herewith23 Consent of Independent Registered Public Accounting Firm Filed Herewith24 Power of Attorney for Directors of General Motors Company Filed Herewith31.1 Section 302 Certification of the Chief Executive Officer Filed Herewith31.2 Section 302 Certification of the Chief Financial Officer Filed Herewith32 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished with thisReport99.1 Principal Executive Officer and Principal Financial Officer Executive Privileges and Compensation Certificate Filed Herewith101.INS* XBRL Instance Document Furnished with thisReport101.SCH* XBRL Taxonomy Extension Schema Document Furnished with thisReport101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document Furnished with thisReport101.DEF* XBRL Taxonomy Extension Definition Linkbase Document Furnished with thisReport101.LAB* XBRL Taxonomy Extension Label Linkbase Document Furnished with thisReport101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document Furnished with thisReport†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.* * * * * * *138Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESSIGNATURESPursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, hereunto duly authorized. GENERAL MOTORS COMPANY(Registrant) By:/s/ MARY T. BARRA Mary T. BarraChief Executive Officer Date:February 6, 2014 139Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 6th day of February 2014 by the followingpersons on behalf of the Registrant and in the capacities indicated, including a majority of the directors.Signature Title /s/ MARY T. BARRA Chief Executive OfficerMary T. Barra /s/ CHARLES K. STEVENS III Executive Vice President and Chief Financial OfficerCharles K. Stevens III /s/ THOMAS S. TIMKO Vice President, Controller and Chief Accounting OfficerThomas S. Timko /s/ THEODORE M. SOLSO ChairmanTheodore M. Solso /s/ DAVID BONDERMAN DirectorDavid Bonderman /s/ ERROLL B. DAVIS, JR. DirectorErroll B. Davis, Jr. /s/ STEPHEN J. GIRSKY DirectorStephen J. Girsky /s/ E. NEVILLE ISDELL DirectorE. Neville Isdell /s/ ROBERT D. KREBS DirectorRobert D. Krebs /s/ KATHRYN V. MARINELLO DirectorKathryn V. Marinello /s/ ADMIRAL MICHAEL G. MULLEN, USN (ret.) DirectorAdmiral Michael G. Mullen, USN (ret.) /s/ JAMES J. MULVA DirectorJames J. Mulva /s/ PATRICIA F. RUSSO DirectorPatricia F. Russo /s/ THOMAS M. SCHOEWE DirectorThomas M. Schoewe /s/ CAROL M. STEPHENSON DirectorCarol M. Stephenson /s/ DR. CYNTHIA A. TELLES DirectorDr. Cynthia A. Telles 140Exhibit 10.7GENERAL MOTORS COMPANY 2009 LONG-TERM INCENTIVE PLANAs Amended January 13, 2014SECTION 1.Purpose. The purpose of the General Motors Company 2009 Long-Term Incentive Plan is tomotivate and reward participating Employees toward the long-term success of the business by making them participants in that success.Capitalized terms used in the Plan shall have the definitions set forth in Section 11 of the Plan.SECTION 2.Administration. The Plan shall be administered by the Committee. The Committee shall have fulldiscretionary power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from timeto time be adopted by the Board, to (i) select the Employees of the Company and its Subsidiaries to whom Awards may be grantedhereunder; (ii) determine the number of Shares to be covered by each Award granted hereunder; (iii) determine whether, to what extentand under what circumstances Awards may be settled in cash, Shares or other property, or canceled, and (iv) interpret and administer thePlan and any Award Agreement, and establish such rules and regulations and appoint such agents as it shall deem appropriate for theproper administration of the Plan. The Committee may delegate to an appropriate Executive Officer of the Company responsibility fordetermining, within the limits established by the Committee, individual Awards for Employees who are not Executive OperationsCommittee members or Executive Officers of the Company.Terms of Awards granted to Employees subject to compliance with the provisions of the Interim Final Rule and anydeterminations by the Special Master for TARP Executive Compensation will be determined by the Committee and will be included inthe Award Agreements for those Employees.SECTION 3.Shares Subject to the Plan.(a)Subject to the provisions of Section 3(f) below, the aggregate number of Shares with respect to which Awards may begranted under this Plan shall not exceed 75,000,000 Shares. Shares subject to awards granted under the General Motors Company SalaryStock Plan and the General Motors Company Short-Term Incentive Plan shall reduce the number of Shares with respect to whichAwards may be granted under this Plan. Each share subject to a Stock Option or Stock Appreciation Right will reduce the number ofshares available for issuance under the Plan by one share, and each share subject to a Restricted Stock Unit or Stock Award will reducethe number of shares available for issuance by two and one-half shares. Subject to the provisions of Section 3(f), for awards that areintended to constitute qualified performance based compensation under Section 162m of the Code, grants of Options or StockAppreciation Rights in any calendar year may not cover more than 1,000,000 shares and grants of RSUs or Stock Awards in any calendaryear may not cover more than 250,000 shares.(b)Awards granted under the Plan that are settled in cash will not count against the approved share reserve. Awards,other than Substitute Awards, that are forfeited or otherwise terminate without the issuance of Shares will no longer be charged againstthe maximum share limitation and will again be available for future grants. These Shares will return to the available share pool at thesame ratio at which they were granted.(c)Shares withheld by or delivered to the Company to satisfy the exercise or conversion price of an Award or in paymentof taxes will not again be available for future grants.(d)Substitute Awards will not reduce the number of Shares authorized for grant hereunder.PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\2009 Long-Term Incentive Plan-as amended 1-13-14.do(e)Any Shares delivered in settlement of Awards hereunder may consist, in whole or in part, of authorized and unissuedShares, treasury Shares or Shares purchased in the open market or otherwise.(f)In the event of any merger, reorganization, consolidation, re-capitalization, stock split or reverse stock split, stockdividend, extraordinary cash dividend, or other change in corporate structure affecting the Company’s Shares, the Committee shallmake such adjustments in the aggregate number of Shares which may be delivered under this Plan and the number of Shares subject toAwards granted under this Plan (provided the number of Shares subject to any Award shall always be a whole number), as may bedetermined to be appropriate by the Committee in its sole discretion in order to prevent unintended enhancement or diminution of thebenefits or potential benefits intended to be conferred on Participants pursuant to Awards granted hereunder.SECTION 4.Eligibility.(a) Any Employee shall be eligible to be selected as a Participant.(b) Conditions Precedent. As a condition precedent to the vesting and settlement of any portion of an Award, Participants shall:(i) continue to render services as an Employee (except as provided in Section 6(d) or to the extent this condition is waived by theCommittee), (ii) refrain from engaging in any activity which, in the opinion of the Chief Executive Officer or Senior Vice President,Global Human Resources, is in any manner inimical or in any way contrary to the best interests of the Company. (For purposes of thisprovision, the determination of whether an action will cause damage to the Company, or is inimical or in any way contrary to the bestinterests of the Company shall be made in the sole discretion of the Chief Executive Officer or Senior Vice President, Global HumanResources of the Company.), (iii) not for a period of 12 months following any voluntary termination of employment, directly orindirectly, knowingly induce any Employee or employee of an affiliate of the Company to leave their employment for participation,directly or indirectly, with any existing or future business venture associated with such individual, and (iv) furnish to the Company suchinformation with respect to the satisfaction of the foregoing conditions precedent as the Committee shall reasonably request. The failureby any Participant to satisfy any of the conditions precedent shall result in the immediate cancellation of the unvested portion of anyAward previously made to such Participant and such Participant shall not be entitled to receive any consideration with respect to suchcancellation.SECTION 5.The Committee may require a Participant to enter into such agreements as the Committee in itssole discretion considers appropriate and in the best interests of the Company.SECTION 6.Stock Awards and Restricted Stock Units.(a)Grant and Performance Conditions. The Committee may grant Restricted Stock Unit Awards or Stock Awards toParticipants, from time to time. Such Awards shall be valued by reference to a designated number of Shares. A Stock Award or RSUAward shall be subject to the terms and conditions set forth in this Section 6 and the terms set forth in the applicable Award Agreement.In the case of a discrepancy between the Plan and the RSU Award Agreement, the terms of the RSU Award Agreement will control.(b)Nonforfeitability. No portion of a Stock Award or RSU Award shall become nonforfeitable or transferable, asapplicable, prior to a date specified by the Committee in the Award Agreement except as set forth in Section 6(d). A Participant mustremain continuously employed by the Company or a Subsidiary through the nonforfeitability date specified in the Award Agreementexcept as set forth in2PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\2009 Long-Term Incentive Plan-as amended 1-13-14.docSection 6(d). Awards shall be conditioned upon the achievement of Performance Conditions, if applicable, as specified in the AwardAgreement.(c)Payment and Delivery. No RSU Award shall be paid or settled prior to the first applicable Settlement Date, except asprovided in Section 6(d)(i) .(d)Termination of Employment. Except as set forth in this subsection, upon the termination of a Participant’semployment, any Award (or portion thereof) held by such Participant that has not become nonforfeitable at the time of such terminationshall be forfeited.(i)In the event that the Participant’s employment terminates as a result of his or her death, all Awards held by suchParticipant shall be fully retained and become nonforfeitable, provided, however, that if the relevant Award was granted to a Participantat a time when the Participant was among the 75 employees for whom the structure of applicable compensation was subject toregulatory approval under the TARP regulations, then only a pro rata portion of all Awards held by such Participant shall be retained andbecome nonforfeitable. For Awards subject to proration, the retained portion shall be determined by multiplying the number of sharescomprising or underlying the Award by a fraction, the numerator of which is the number of full and partial calendar months elapsedfrom the Proration Date to the date of death and the denominator of which is the number of months from the Grant Date to the date onwhich such Award would have become nonforfeitable in accordance with Section 6(b). In no event will such fraction exceed 1.0. Anyretained Award, or portion of Award, will be settled in the form provided in Section 6(e) and the Settlement Date for such Awards willoccur as soon as practicable after the date of death.(ii) In the event of the Participant’s Disability, all Awards (or portions thereof) held by such Participant will be continueto vest and any awards will be subject to the payment and delivery provisions set forth in Section 6(c). The retained Award (or portionthereof) will be settled in the form provided in Section 6(e).(iii) In the case of any Award which is not a TARP Award, in the event that the Participant voluntarily terminates fromthe Company at age 55 or older with ten or more years of service or at age 62 or older, and in either case prior to the first anniversary ofthe Grant Date of an Award, subject to other terms and conditions of the Plan, a pro rata portion of the Award held by such Participantshall be retained and become nonforfeitable. The retained portion shall be determined by multiplying the number of shares comprisingor underlying the Award by a fraction, the numerator of which is the number of full and partial calendar months elapsed from theProration Date to the date of voluntary separation and the denominator of which is the number of months from the Grant Date to thedate on which such Award would have become completely nonforfeitable in accordance with Section 6(b). In no event will suchfraction exceed 1.0. In the event such Participant voluntarily terminates from the Company at age 55 or older with ten or more years ofservice or at age 62 or older, and in either case after the first anniversary of the Grant Date of an Award, such Award shall continue tovest and be settled on the scheduled Settlement Date(s) in the form provided in Section 6(e). For purposes of this subsection 6(d)(iii), ifa Participant has an outstanding Award granted at a time when the Participant was among the 75 employees for whom the structure ofapplicable compensation was subject to regulatory approval under the TARP regulations, the Participant shall only retain a pro rataportion of any such Award (calculated as set forth above) if the Participant voluntarily terminates from the Company.(iv) In the case of any TARP Award, in the event that the Participant voluntarily terminates from the Company at age55 or older with ten or more years of service or at age 62 or older, and in either case such Participant has remained continuouslyemployed for two years from the Grant Date, subject to3PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\2009 Long-Term Incentive Plan-as amended 1-13-14.docother terms and conditions of the Plan, a prorated portion of the Award held by such Participant shall be retained and becomenonforfeitable. The retained portion shall be determined by multiplying the number of shares comprising or underlying the Award by afraction, the numerator of which is the number of full and partial calendar months elapsed from the Proration Date to the date ofretirement and the denominator of which is the number of months from the Grant Date to the date on which such Award would havebecome completely nonforfeitable in accordance with Section 6(b). In no event will such fraction exceed 1.0. Any retained RSUAwards will be settled on the scheduled Settlement Date(s) in the form provided in Section 6(e).(v)Any Participant who separates from the Company or a Subsidiary for any reason not specified in this Section 6(d)will not be entitled to retain any portion of an Award.(vi) Notwithstanding the foregoing provisions of this Section 6(d), any Award that is designated as a special retentionaward in the applicable Award Agreement may be subject to vesting and forfeiture terms set forth in such Award Agreement whichdiffer from the terms above.(e)Form of Settlement. Each RSU Award shall be settled on any applicable Settlement Date by delivery of Shares. If aSettlement Date for any RSU Award occurs prior to the date which is six months following the consummation of an underwrittenpublic offering of Shares, the Award shall be settled by the delivery of the Fair Market Value of Shares, in cash. Such delivery shalltake place promptly after the applicable Settlement Date; provided, however, that such delivery shall be made in all events not laterthan December 31 of the calendar year in which such Settlement Date occurs.(f)No Rights of a Shareholder. No holder of any RSU Award shall have any rights to dividends or any other rights of astockholder with respect to Shares subject to an Award prior to becoming the record owner of such Shares; provided that the Committeemay, in its sole discretion, determine to provide dividend equivalent rights with respect to some or all outstanding RSU Awards or newRSU Awards, which dividend equivalent rights shall otherwise be subject to the conditions of, and paid on the Settlement Date of, theapplicable RSU Award, and which will be paid in cash unless the Committee determines otherwise.(g)Leave of Absence. Notwithstanding Section 6(d), a qualifying leave of absence shall not constitute a termination ofemployment. A Participant’s absence or leave shall be deemed to be a qualifying leave of absence if approved by the Committee in itssole discretion.SECTION 7.Stock Options and Stock Appreciation Rights(a) Grant Price. The Grant Price of any Option or SAR shall not be less than the Fair Market Value (and in no event less thanthe par value) of the Shares on the date the Option or SAR is granted, except in the case of Substitute Awards.(b) ISO; Nonqualified Option. Determination as to whether Options granted shall be “Incentive Stock Options” (“ISO’s),Nonqualified Stock Options, and as to any restrictions which shall be placed on Options, shall be made by the Committee under suchprocedures as it may, from time to time, determine and each Option granted hereunder shall be identified as either an ISO or aNonqualified Stock Option at the time of grant.(c) Terms of Options or Stock Appreciation Rights. Options and SARs granted under this Plan shall be subject to the followingprovisions, except as otherwise determined by the Committee:4PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\2009 Long-Term Incentive Plan-as amended 1-13-14.doc(i) Vesting and Exercise. Except in the case of death or except as set forth in Section 7(c)(iii)(B) or as set forth inSection 9, no Option or SAR shall vest or become exercisable prior to the first anniversary of the “Grant Date” (or such otherdate as may be established by the Committee or its delegate(s)); and after such date Options or SARs shall be exercisable only inaccordance with the terms and conditions established at the time of grant and reflected in the Award Agreement. Unlessotherwise specified in the Award Agreement, beginning on the first anniversary of the Grant Date, Options or SARs will vestand become exercisable in one-third increments. Subject to paragraph 7(c)(iii), each increment will first vest and becomeexercisable on the first, second and third anniversaries of the Grant Date, respectively. Upon becoming exercisable, the Optionor SAR will remain exercisable until expiration, except as set for in Section 7(c)(iii).(ii) Term of Options or SARs. The normal expiration date of an Option or SAR shall be determined at the time of grant,provided that each Option or SAR shall expire not more than ten years after the Grant Date.(iii) Termination of Employment. Except as set forth in this subsection, upon the termination of a Participant’semployment, any Award (or portion thereof) held by such Participant that has not vested in accordance with Section 7(c)(i) atthe time of such termination shall be forfeited(A) If the Employee quits employment with the Company or is terminated by the Company for inadequate jobperformance, or for willful misconduct harmful to the Company, all unvested and vested Options or SARs held bysuch Participant shall be forfeited as of the date of such termination, or if earlier, as of the date that such grounds fortermination by the Company first exist.(B) If the Employee retires from the Company at age 55 or older with ten or more years of credited service (or fora Participant who is a tax resident of a location outside the United States at equivalent normal retirement age in suchcountry) or age 62 or older in the United States, subject to the other terms and conditions of the Plan, all Options orSARs will vest immediately, and will be exercisable until the expiration date of such Option. Notwithstanding thisprovision, the Committee may from time to time determine in its discretion that holders of Options or SARs retiringfrom the Company during specified time periods under specified circumstances may vest in and retain some portion oftheir Options or SARs granted in the year the retirement occurs.(C) If employment is terminated by reason of death, all Options shall immediately vest and remain exercisable untilthe third anniversary of the date of death or, if earlier, the expiration date of such Option.(D) If an employee becomes disabled, Options will continue to vest and become exercisable in accordance with theoriginal terms of the grant while the Employee remains on the disability leave and, subject to the other terms andconditions of the Plan, vested Options will remain exercisable for the full remaining term.(E) If employment terminates for any reason other than as set forth above (including, for the avoidance of doubt,retirement not meeting the conditions set forth in Section 7(c)(iii)(B) or other voluntary termination with the consentof the Company), subject to the other terms and conditions of the Plan, all vested Options will remain exercisable untilthe5PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\2009 Long-Term Incentive Plan-as amended 1-13-14.docthird anniversary of the date of termination of employment or, if earlier, the expiration date of such Option.(F) If employment terminates for any reason (other than death) prior to the first anniversary of the date an Option isgranted, except as provided in Section 7(c)(iii)(B) the Option shall be forfeited and terminate on the date of terminationof employment.(iv) Leave of Absence. Notwithstanding Section 7(c) (iii), a qualifying leave of absence shall not constitute a terminationof employment. A Participant’s absence or leave shall be deemed to be a qualifying leave of absence if approved by theCommittee in its sole discretion.(v) Payment of Exercise Price. All Shares purchased upon exercise of any Option shall be paid for in full at the time ofpurchase or adequate provision for such payment shall be made. Such payment shall be made (A) in cash, (B) through deliveryor constructive delivery of Shares (provided that such Shares may be subject to such holding period or other requirement as theCommittee may impose, (C) a combination of cash and stock or (D) through a broker-assisted cashless exercise facility ifestablished by the Company. Any Shares delivered as a result of an Option exercise shall be valued at their Fair Market Value onthe exercise date of the Option.SECTION 8.Amendments, Termination and Recoupment.(a)The Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided,however; that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) stockholder approvalif such approval is necessary to comply with the rules of the New York Stock Exchange or such other national securities exchange asmay be from time to time the principal trading market for Shares, and (ii) except as provided in Section 8(f), the consent of the affectedParticipant, if such action would materially impair the rights of such Participant under any outstanding Award.(b)The Committee may delegate to another committee, as it may appoint, the authority to take any action consistent withthe terms of the Plan, either before or after an Award has been granted, which such other committee deems necessary or advisable tocomply with any government laws or regulatory requirements of a foreign country, including, but not limited to, modifying oramending the terms and conditions governing any Awards, or establishing any local country plans as sub-plans to this Plan. In addition,under all circumstances, the Committee may make non-substantive administrative changes to the Plan so as to conform with or takeadvantage of governmental requirements, statutes or regulations.(c)The Committee may amend the terms of any Award and any Award Agreement theretofore granted, prospectively orretroactively, but no such amendment shall materially impair the rights of any Participant without his or her consent except as providedin Section 8(f). No such amendment shall reduce the exercise price of an outstanding Option or cancel or amend an outstanding Optionfor the purpose of re-pricing, replacing or re-granting such Option with an exercise price that is less than the exercise price of theoriginal Option including cash payments in consideration of an underwater Option without stockholder approval.(d)Notwithstanding any provision of this Plan to the contrary, any Award made and any amount of cash or Sharesdelivered in settlement thereof to a Participant under this Plan is subject to being called for repayment to the Company in any situationwhere the Board of Directors or a Committee thereof determines that the Company’s Policy on Recoupment of Compensation requiressuch repayment, or that repayment is otherwise required by the rules of any national securities exchange on which the stock6PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\2009 Long-Term Incentive Plan-as amended 1-13-14.docof the Company may be listed. The determination regarding repayment under this provision shall be within the sole discretion of theCommittee and shall be final and binding on the Participant and the Company.(e)If any provision of the Plan or any Award Agreement is invalid or unenforceable in any jurisdiction, (i) such provisionshall be modified or eliminated, but only to the extent necessary to eliminate such invalidity or unenforceability and (ii) such invalidity,unenforceability, modification or elimination shall not affect the validity or enforceability of such provision in any other jurisdiction andshall not affect the validity or enforceability of any other provision of the Plan or any Award.(f)Any Award hereunder that is or becomes a TARP Award is intended to comply with applicable Treasury regulationsunder TARP and shall be interpreted and amended as necessary to comply with any interpretations or guidance of the Special Master orhis successor. In the event that an Award hereunder becomes a TARP Award, or is otherwise affected by any decision of the SpecialMaster or his successor, the Company shall inform the affected Participant.SECTION 9.General Provisions.(a)An Award may not be sold, exercised, pledged, assigned, hypothecated, transferred, or disposed of in any mannerexcept as may be expressly set forth in the Award Agreement.(b)Neither the Award nor any benefits arising out of this Plan shall constitute part of a Participant’s employment orservice contract with the Company or any Subsidiary. The Awards under this Plan are not intended to be treated as compensation for anypurpose under any other Company plan.(c)No Employee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformityof treatment of Participants under the Plan.(d)Nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment or servicecontract or confer or be deemed to confer on any Employee or Participant any right to continue in the employ or service of, or tocontinue any other relationship with the Company or any Subsidiary or limit in any way the right of the Company or any Subsidiary toterminate an Employee’s employment or a Participant’s service at any time, with or without cause.(e)All Shares delivered under the Plan pursuant to any Award shall be subject to such stock-transfer orders and otherrestrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and ExchangeCommission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, anyinstructions of the Special Master and the Committee may cause a legend or legends to be put on any certificates or other indicia ofownership of such Shares to make appropriate reference to such restrictions.(f)No Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shallbe outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would comply with allapplicable requirements of the U.S. federal securities laws and any other laws to which such offer, if made, would be subject.(g)The Company and its Subsidiaries shall be authorized to withhold from any Award granted or payment due under thePlan the amount of withholding taxes due in respect of an Award or payment hereunder and to take such other action as may benecessary in the opinion of the Company or its Subsidiaries to satisfy all obligations for the payment of such taxes. The Committee shallbe authorized to establish procedures for election by Participants to satisfy such obligation for the payment of such taxes7PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\2009 Long-Term Incentive Plan-as amended 1-13-14.docby delivery of or transfer of Shares to the Company (to the extent the Participant has owned the surrendered Shares for more than sixmonths if such a limitation is necessary to avoid a charge to the Company for financial reporting purposes), or by directing the Companyto retain Shares (up to the minimum required tax withholding rate, to the extent such limitation is necessary to avoid a charge to theCompany for financial reporting purposes) otherwise deliverable in connection with the Award.(h)Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements,subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable onlyin specific cases.(i)The provisions of the Plan shall be construed, regulated and administered according to the laws of the State ofDelaware without giving effect to principles of conflicts of law, except to the extent superseded by any controlling Federal statute.(j)Awards may be granted to Participants who are foreign nationals or employed outside the United States, or both, onsuch terms and conditions different from those applicable to Awards to Employees employed in the United States as may, in thejudgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy; provided, however,that amendments deemed necessary under this Section 9(j) may not be made without stockholder approval or Participant approval, ifsuch approval is required by Section 8. The Committee also may impose conditions on the exercise or vesting of Awards in order tominimize the Company’s obligation with respect to tax equalization for Employees on assignments outside their home country.(k)If the Company shall have any unpaid claims against a Participant arising out of or in connection with the Participant’semployment with the Company, prior to payment of a Final Award, the Company, at its discretion, may offset against a Final Award up to$5,000 per year of any unpaid claims. Upon settlement of an Award such claim may be offset in total. Such claims may include, but arenot limited to, unpaid taxes or corporate business credit card charges.(l)Notwithstanding any provision of this Plan, no Plan elections, modifications or distributions will be allowed orimplemented if they would cause the Participant to be subject to tax (including interest and penalties) under Section 409A of the Code.The settlement of Awards hereunder may be delayed up to six months following a Participant’s termination of employment if theParticipant is a “specified employee” for purposes of Section 409A and such delay is necessary to avoid the imposition of tax (includinginterest and penalties) under Section 409A.SECTION 10. Term of Plan. The Plan shall terminate on the day after the date when all Awards hereunderhave been settled in accordance with the terms of the Plan.SECTION 11. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:(a) “Award” shall mean any Options, Stock Appreciation Rights, Stock Award or award of Restricted Stock Unitsgranted hereunder.(b)“Award Agreement” shall mean the written instrument evidencing the terms of an Award hereunder.(c)“Board” shall mean the Board of Directors of the Company.(d)“Chief Executive Officer” shall mean the Chief Executive Officer of the Company.8PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\2009 Long-Term Incentive Plan-as amended 1-13-14.doc(e)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto,and any reference to any section of the Code shall also include any successor provision thereto.(f)“Committee” shall mean the Executive Compensation Committee of the Board, its named successor, or such otherpersons or committee to whom the Board has delegated any authority, as may be appropriate.(g)“Company” shall mean General Motors Company, a Delaware Company, or its successor.(h)“Disability” shall mean the Participant is unable to engage in any gainful activity by reason of any medicallydeterminable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period ofnot less than 12 months.(i)“Employee” shall mean any individual who is employed by the Company or any Subsidiary.(j)“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934.(k)“Executive Officer” shall mean any Participant required to provide periodic statements of beneficial ownership ofCompany equity securities as an executive officer of the Company under Section 16(a) of the Exchange Act.(l)“Fair Market Value” shall mean the value of a Share, determined as follows: prior to the establishment of when-issued trading of the Shares on a national securities exchange, as determined by the Committee in its discretion; and after theestablishment of when-issued trading of the Shares on a national securities exchange, the average of the high and low trading (or when-issued trading) prices for the Shares as reported on such national securities exchange for the applicable date or, if no such prices arereported for that date, the average of the high and low trading (or when-issued trading) prices on the immediately preceding date forwhich such prices were reported.(m) “Grant Date” shall mean the grant date specified in the Award Agreement.(n)“Grant Price” shall mean the average of the high and low trading price per Share on the Grant Date.(o)“Incentive Stock Options” or “ISO” shall mean an Option granted hereunder that is intended to comply with theprovisions of Section 422 of the Code.(p)“Nonqualified Option” shall mean an Option that is not an ISO.(q)“Options” or “Stock Options” shall mean any right granted to a Participant under the Plan pursuant to and described inSection 7 allowing such Participant to purchase Shares at such price or prices and during such period or periods, as the Committee shalldetermine and shall include ISOs and Nonqualified Options.(r)“Participant” shall mean an Employee who is selected by the Committee to receive an Award under the Plan(s)“Plan” shall mean this General Motors Company 2009 Long-Term Incentive Plan, as amended from time to time.9PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\2009 Long-Term Incentive Plan-as amended 1-13-14.doc(t)“Performance Conditions” shall mean measures of the operational performance of the Company or otherperformance criteria selected by the Committee, the degree of achievement of which will determine the portion of an Award that isearned by the Participant as specified in the Award Agreement. In creating these measures, the Committee may establish the specificgoals based upon or relating to one or more of the following business criteria: asset turnover, cash flow, contribution margin, costobjectives, cost reduction, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation and amortization(EBITDA), earnings per share, economic value added, free cash flow, increase in customer base, initial public offering, inventoryturnover, liquidity, market share, net income, net income margin, operating cash flow, operating profit margin, pre-tax income,productivity, profit margin, quality, return on assets, return on net assets, return on capital, return on equity, revenue, revenue growth,and/or warranty. Each business criterion may be expressed in absolute terms or relative to the performance of other companies or to anindex.(u)“Proration Date” shall be a date established by the Committee at the time of grant of an Award and specified in theAward Agreement. If no such date is established, the Proration Date shall be the Grant Date.(v)“Restricted Stock Unit” or “RSU” shall mean any unit granted pursuant to and described in Section 6.(w)“Settlement Date” shall mean the date on which the Award becomes nonforfeitable and payable in accordance withthe provisions of the Plan and the Award Agreement.(x)“Shares” shall mean shares of the common stock of the Company, $0.01 par value.(y)“Special Master” shall mean the Office of the Special Master for TARP Executive Compensation, established by theUnited States Secretary of the Treasury under the American Recovery and Reinvestment Act of 2009 or any other office or agencywhich succeeds to the powers thereof.(z)“Stock Appreciation Right” shall mean an Award denominated in Shares that entitles the Participant within theexercise period to receive a payment equal to the increase in value between the Grant Price and the fair market value of the underlyingShares at date of exercise.(aa)“Stock Award” shall mean an Award of shares hereunder which may be subject to such restrictions on transferand/or forfeitability conditions as are specified in the applicable Award Agreement.(bb) “Subsidiary” shall mean (i) a company of which capital stock having ordinary voting power to elect a majority of the boardof directors of such company is owned, directly or indirectly, by the Company or (ii) any limited liability company or unincorporatedentity in respect of which the Company can exercise, directly or indirectly, comparable control to that described in clause (i).(cc) “Substitute Award” shall mean an Award granted hereunder in assumption or replacement of an award issued by acompany acquired by the Company or with which the Company or its Subsidiary combines.(dd) “TARP Award” shall mean an Award hereunder that is at any time required to comply with the requirements for “long-term restricted stock” set forth in Treasury Regulations Section 31 CFR 30.1 (Q-1) and as interpreted and applied by the SpecialMaster.(ee) “Unit” shall mean a Restricted Stock Unit or RSU.10PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\2009 Long-Term Incentive Plan-as amended 1-13-14.doc(ff) “Senior Vice President, Global Human Resources” shall mean the Senior Vice President, Global Human Resources of theCompany.11PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\2009 Long-Term Incentive Plan-as amended 1-13-14.docExhibit 10.10GENERAL MOTORS COMPANYSALARY STOCK PLANAs amended January 13, 2014Section 1.Purpose. The purpose of the General Motors Company Salary Stock Plan is to compensateparticipating Employees in a manner that is consistent with the Company’s obligations under the ARRA and under the terms of theTreasury Agreement. Capitalized terms used in the Plan shall have the definitions set forth in Section 9 of the Plan.Section 2.Administration. The Plan shall be administered by the Committee. The Committee shall have fulldiscretionary power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from timeto time be adopted by the Board, to (i) select the Employees to whom Awards may be granted hereunder; (ii) determine the amount ofbase salary and other compensation to be delivered in the form of an Award hereunder; (iii) determine whether, to what extent and underwhat circumstances Awards may be settled in cash, Shares or other property, and (iv) interpret and administer the Plan, and establishsuch rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan. The Committeemay delegate to an appropriate Executive Officer of the Company responsibility for determining, within the limits established by theCommittee, individual Awards for Employees who are not Executive Committee members or Executive Officers of the Company.Section 3.Shares Subject to the Plan.(a)Subject to the provisions of Section 3(c) below, the aggregate number of Shares with respect to which Awards maybe granted under this Plan shall not exceed 75,000,000 Shares minus the number of Shares granted under the Short Term IncentivePlan and the Long-Term Incentive Plan. Awards granted under the Plan that are settled in cash will not count against the approved Sharereserve.(b)Any Shares delivered in settlement of Awards hereunder may consist, in whole or in part, of authorized and unissuedShares, treasury Shares or Shares purchased in the open market or otherwise.(c)In the event of any merger, reorganization, consolidation, re-capitalization, stock split or reverse stock split, stockdividend, extraordinary cash dividend, or other change in corporate structure affecting the Company’s Shares, the Committee shallmake such adjustments in the aggregate number of Shares which may be delivered under this Plan and the number of Shares subject toAwards granted under this Plan (provided the number of Shares subject to any Award shall always be a whole number), as may bedetermined to be appropriate by the Committee in order to prevent unintended enhancement or diminution of the benefits or potentialbenefits intended to be conferred on Participants pursuant to Awards granted hereunder.(d)For avoidance of doubt, Shares which are tendered or withheld to pay tax withholding obligations arising from thegrant, or settlement of an Award will not again become available for grant under the terms of this Plan.Section 4.Eligibility. Any Employee shall be eligible to be selected as a Participant.1PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\Salary Stock Plan as Amended 1-13-14.docSection 5.Restricted Stock Units.(a)Salary Stock. The Committee has the power to grant Restricted Stock Unit Awards to Participants on each IssueDate. Units are valued by reference to a designated number of Shares. An RSU Award shall be subject to the terms and conditions setforth in this Plan.(b)Vesting. All Awards granted hereunder shall be vested and nonforfeitable upon grant thereof except as otherwiseprovided for in this Plan.(c)Form of Settlement. Each RSU shall be settled by delivery of the Fair Market Value of one Share as of the applicableanniversary date of grant in cash or one share of stock.(d)Settlement. (i) Except as set forth in Section 5(d)(iii), one third of the RSUs granted on any Issue Date will be settledon each of the first, second and third anniversaries of the Issue Date thereof, if permitted under Section 409A of the Code.(ii) If a Participant’s employment terminates as a result of his or her death or Disability prior to the settlementdate(s) applicable to his or her Award, all Awards then held by such Participant will be settled as soon as is practicable after thedate of termination of employment. The form of settlement shall be as provided in Section 5(c).(iii) Notwithstanding any other provision of this Section, the Committee may grant Awards hereunder withdifferent settlement schedules, as long as such different schedules do not contravene the instructions of the Special Master anddo not violate ARRA.(e)No Rights of a Shareholder. No holder of any Award shall have any rights to dividends or any other rights of astockholder with respect to Shares subject to the Award prior to becoming the record owner of such Shares; provided that theCommittee may, in its sole discretion, determine to provide dividend equivalent rights with respect to some or all outstanding RSUAwards or new RSU Awards, which dividend equivalent rights shall otherwise be subject to the conditions of, and paid on theSettlement Date of, the applicable RSU Award, and which will be paid in cash unless the Committee determines otherwise.Section 6.Amendments, Termination and Recoupment.(a)The Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided,however; that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) stockholder approvalif such approval is necessary to comply with the rules of the New York Stock Exchange or such other exchange as may constitute fromtime to time the principal trading market for the Company’s Shares, and (ii) the consent of the affected Participant, if such action wouldmaterially impair the rights of such Participant under any outstanding Award. The Board has delegated to the Vice President, GlobalHuman Resources authority to approve non-material amendments necessary or advisable with the advice of the Company’s Legal Staff.(b)The Committee has the authority to take any action consistent with the terms of the Plan, either before or after anAward has been granted, that it deems necessary or advisable to comply with any government laws or regulatory requirements of aforeign country, including, but not limited to, modifying or amending the terms and conditions governing any Awards, or establishingany local country plans as sub-plans to this Plan. In addition, under all circumstances, the Committee or Officer of the Company maymake non-substantive administrative changes to the Plan so as to conform with or take advantage of governmental requirements,statutes or regulations.2PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\Salary Stock Plan as Amended 1-13-14.doc(c)The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but no suchamendment shall materially impair the rights of any Participant without his or her consent.(d)If any provision of the Plan or any Award is invalid or unenforceable in any jurisdiction, (i) such provision shall bemodified or eliminated, but only to the extent necessary to eliminate such invalidity or unenforceability and (ii) such invalidity,unenforceability, modification or elimination shall not affect the validity or enforceability of such provision in any other jurisdiction andshall not affect the validity or enforceability of any other provision of the Plan or any Award.(e)Notwithstanding any provision of this Plan to the contrary, any RSUs accrued or granted and undelivered hereunder,are subject to forfeiture as may be determined by the Chief Executive Officer or Vice President, Global Human Resources, (i) if theParticipant accruing or granted such Award engages or has engaged or indicates an intention to engage in an act (or omission to act) thatcauses or has the potential to cause tangible or intangible damage or injury to the Company in a non-trivial manner or to a non-trivialdegree, or (ii) engages in any activity which is in any manner inimical or in any way contrary to the best interests of the Company, or (iii)as may be directed by the Special Master. For purposes of this provision, the determination of whether an action will cause damage to theCompany, or is inimical or in any way contrary to the best interest of the Company shall be made in the sole discretion of the ChiefExecutive Officer or Vice President, Human Resources of the Company.Section 7.General Provisions.(a)An Award may not be sold, exercised, pledged, assigned, hypothecated, transferred, or disposed of in any manner. Forthe avoidance of doubt, upon settlement of any Award, the cash or Shares delivered will not be subject to this restriction.(b)Neither the Award nor any benefits arising out of this Plan shall constitute part of a Participant’s employment orservice contract with the Company or any Subsidiary and, accordingly, except as provided in Section 6(a) and (c) above, this Plan and thebenefits hereunder may be terminated at any time in the sole discretion of the Company without giving rise to liability on the part of theCompany or any Subsidiary for severance payments.(c)No Employee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformityof treatment of Participants under the Plan.(d)Nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment or servicecontract or confer or be deemed to confer on any Employee or Participant any right to continue in the employ or service of, or tocontinue any other relationship with, the Company or any Subsidiary or limit in any way the right of the Company or any Subsidiary toterminate an Employee’s employment or a Participant’s service at any time, with or without cause.(e)All Shares delivered under the Plan pursuant to any Award shall be subject to such stock-transfer orders and otherrestrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and ExchangeCommission, any stock exchange upon which the Shares may be then listed, and any applicable federal or state securities law, and theCommittee may cause a legend or legends to be put on any certificates or other indicia of ownership of such Shares to make appropriatereference to such restrictions.3PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\Salary Stock Plan as Amended 1-13-14.doc(f)No Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shallbe outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would comply with allapplicable requirements of the U.S. federal securities laws and any other laws to which such offer, if made, would be subject.(g)The Company and its Subsidiaries shall be authorized to withhold from any Award granted or payment due under thePlan the amount of withholding taxes due in respect of an Award or payment hereunder and to take such other action as may benecessary in the opinion of the Company or its Subsidiaries to satisfy all obligations for the payment of such taxes. The Committee shallbe authorized to establish procedures for election by Participants to satisfy such obligation for the payment of such taxes by delivery of ortransfer of Shares to the Company (to the extent the Participant has owned the surrendered Shares for more than six months if such alimitation is necessary to avoid a charge to the Company for financial reporting purposes), or by directing the Company to retain Shares(up to the minimum required tax withholding rate to the extent such limitation is necessary to avoid a charge to the Company forfinancial reporting purposes) otherwise deliverable in connection with the Award.(h)Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements,subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable onlyin specific cases.(i)The provisions of the Plan shall be construed, regulated and administered according to the laws of the State ofDelaware without giving effect to principles of conflicts of law, except to the extent superseded by any controlling Federal statute.(j)Awards may be granted to Participants who are foreign nationals or employed outside the United States, or both, onsuch terms and conditions different from those applicable to Awards to Employees employed in the United States as may, in thejudgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy; provided, however,that amendments deemed necessary under this Section 7(j) may not be made without stockholder approval or Participant approval, ifsuch approval is required by Section 6. The Committee also may impose conditions on the exercise or vesting of Awards in order tominimize the Company’s obligation with respect to tax equalization for Employees on assignments outside their home country.(k)If the Company shall have any unpaid claim against the Participant arising out of or in connection with suchParticipant’s employment with the Company, such claim may be offset against Awards delivered under this Plan. Such claim mayinclude, but is not limited to, unpaid taxes or corporate business credit card charges.(l)Notwithstanding any provision of this Plan, no Plan elections, modifications or distributions will be allowed orimplemented if they would cause the Participant to be subject to tax (including interest and penalties) under Section 409A of the Code.The settlement of Awards hereunder may be delayed up to six months following a Participant’s termination of employment if theParticipant is a “specified employee” for purposes of such Section 409A, and such delay is necessary to avoid the imposition of tax(including interest and penalties) under Section 409A.Section 8.Term of Plan. The Plan shall terminate on the day after the date when all Awards hereunder aresettled in accordance with the terms of the Plan, unless sooner terminated by the Board pursuant to Section 6.4PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\Salary Stock Plan as Amended 1-13-14.docSection 9.Definitions. As used in the Plan, the following terms shall have the meanings set forth below:(a)“ARRA” shall mean the American Recovery and Reinvestment Act of 2009.(b)“Award” shall mean an award hereunder of Restricted Stock Units.(c)“Board” shall mean the Board of Directors of the Company.(d)“Chief Executive Officer” shall mean the Chief Executive Officer of the Company.(e)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto,and any reference to any section of the Code shall also include any successor provision thereto.(f)“Committee” shall mean the Executive Compensation Committee of the Board, its named successor, or such otherpersons or committee to whom the Board has delegated any authority, as may be appropriate.(g)“Company” shall mean General Motors Company, a Delaware Company, or its successor.(h)“Disability” shall mean the Participant is unable to engage in any gainful activity by reason of any medicallydeterminable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period ofnot less than 12 months(i) “Employee” shall mean any individual who is employed by the Company or any Subsidiary who is classified by theCompany as an executive or who is in the group of employees whose compensation structure or compensation is subject to approval bythe Special Master.(j)“Executive Officer” shall mean any Participant required to provide periodic statements of beneficial ownership ofCompany equity securities as an executive officer of the Company under Section 16(a) of the Securities Exchange Act of 1934.(k)“Fair Market Value” shall mean the value of a Share, determined as follows: prior to the establishment of when-issued trading of the Shares on a national securities exchange, as determined by the Committee in its discretion; and after theestablishment of when-issued trading of the Shares on a national securities exchange, the average of the high and low trading (or when-issued trading) prices for the Shares as reported on such national securities exchange for the applicable date or, if no such prices arereported for that date, the average of the high and low trading (or when-issued trading) prices on the immediately preceding date forwhich such prices were reported.(l)“Issue Date” shall mean the last business day of each calendar quarter or any other date designated as an Issue Date bythe Committee.(m)“Participant” shall mean an Employee who is selected by the Committee to receive an Award under the Plan.(n)“Plan” shall mean this General Motors Company Salary Stock Plan.(o)“Restricted Stock Unit” or “RSU” shall mean any unit granted pursuant to and described in Section 6.5PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\Salary Stock Plan as Amended 1-13-14.doc(p)“Shares” shall mean shares of the common stock of the Company, $0.01 par value.(q)“Special Master” shall mean the Office of the Special Master for TARP Executive Compensation, established by theSecretary of the U.S. Treasury under the ARRA or any other office or agency which succeeds to the powers thereof.(r)“Subsidiary” shall mean (i) a company of which capital stock having ordinary voting power to elect a majority of theboard of directors of such company is owned, directly or indirectly, by the Company or (ii) any unincorporated entity in respect of whichthe Company can exercise, directly or indirectly, comparable control to that described in clause (i).(s)“Treasury Agreement” shall mean the Secured Credit Agreement among the Company, the U.S. Treasury, and theguarantors named therein dated July 10, 2009 as it may be subsequently restated or amended.(t) “Unit” shall mean a Restricted Stock Unit or RSU.(u)“U.S. Treasury” shall mean the United States Department of the Treasury.(v)Vice President, Global Human Resources shall mean the Vice President, Global Human Resources of the Company.6PERCOMPC\LMG\1-14 ECC (HUM026)\Incentive Matters\Plan Amendments\Salary Stock Plan as Amended 1-13-14.docExhibit 10.24(***) Confidential Treatment request granted by the Securities and Exchange Commission on February 28, 2013AMENDED AND RESTATED MASTER AGREEMENT betweenGENERAL MOTORS HOLDINGS LLCandPEUGEOT S.A.AMENDED AND RESTATED AS OF 19 DECEMBER, 2012TABLE OF CONTENTS1.DEFINITIONS AND INTERPRETATION22.EQUITY SHARE23.JOINT PRODUCT DEVELOPMENT54.JOINT PURCHASING55.LOGISTICS66.GOVERNANCE OF THE ALLIANCE67.CONDITIONS88.COVENANTS99.CHANGE OF CONTROL1410.TERM AND TERMINATION1411.AUDIT1512.COMPLIANCE1513.REPRESTATIONS AND WARRANTIES; FURTHER ASSURANCES1514.MISCELLANEOUS1615.GOVERNING LAW AND DISPUTE RESOLUTION19iAMENDED AND RESTATED MASTER AGREEMENTEFFECTIVE as of February 29, 2012,BETWEEN:(1)General Motors Holdings LLC, a Delaware limited liability company with headquarter at Renaissance Center, Detroit, MI48265, USA (“GMH”);AND(2)Peugeot S.A., a French société anonyme with headquarter at 75 Avenue de la Grande Armée, 75116 Paris, France (“PSA”).For the purposes of this Amended and Restated Master Agreement (this “Agreement”), each of GMH and PSA and their respectivesuccessors and permitted assigns are referred to as a “Party” and all of the Parties are collectively referred to herein as the “Parties”.WHEREAS:(A)On November 10, 2011, the Parties entered into a Memorandum of Understanding concerning the development and productionof 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 havejoint access to the best platforms within the scope of the Alliance (as defined below). The Alliance has the objective to sharecapital expenditure and R&D investments in order to generate substantial savings both in the near term as well as over the longterm. The Alliance shall foster the continuous exploration of cooperation and synergy areas, and gradually expand the base ofcommon 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 jointglobal purchasing organization, fully leveraging joint expertise, purchasing power of combined volumes and joint platforms andmodules, 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 ofcertain 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 theParties 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 PurchasingAgreement. 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, includingAmendment 1 signed by the Parties on May 9, 2012.1IT IS AGREED AS FOLLOWS:1.DEFINITIONS and INTERPRETATIONFor purposes of this Agreement, capitalized terms and certain expressions shall have the meanings set forth in Exhibit 1. Forpurposes of determining the date of any anniversary hereof, this agreement shall be deemed to have been signed on the lastday of February.2.EQUITY SHARE2.1Rights Issue and Share PurchaseConcurrently with the execution of this Agreement and following the approval by the Supervisory Board and ManagementBoard of PSA, PSA has executed an agreement with a syndicate of banks concerning the full (net of subscriptionundertakings by FFP, EPF and GMH) underwriting of a capital increase of PSA, in an amount of €1,000,000,000 (one billion)(the “Rights Issue”). Concurrently with the execution of this Agreement and following the approval by the board ofdirectors of GMH, GMH has executed (i) an agreement with FFP and EPF (the “Rights Purchase Agreement”) for thepurchase by GMH (or an Authorized GMH Affiliate) of preferential subscription rights on new shares of PSA permitting thesubscription by GMH (or such Authorized GMH Affiliate) for new shares of PSA resulting from the Rights Issue and (ii) anagreement with PSA (the “Share Purchase Agreement”) for the purchase by GMH (or an Authorized GMH Affiliate) ofshares of PSA, as a result of which GMH will own 7% of PSA’s issued share capital. The parties to the Rights PurchaseAgreement shall declare, and the Parties hereto declare, that they will not act in concert with respect to PSA and shall actaccording to such declaration.2.2Standstill2.2.1As from February 29, 2012 until the date which is the later of (i) June 30, 2013 (in the event this Agreement isterminated by either Party in accordance with Section 8.1.5) and (ii) the date on which this Agreement expires or isterminated for any other reason (other than by PSA as a result of a Fundamental Breach by GMH) in accordanceherewith (provided, that in the event the Agreement and the Alliance are terminated in accordance with Section 8.7the obligations set forth in this Section 2.2 shall continue to apply for a period of twelve (12) months after the date ofsuch termination, and in the event this Agreement is terminated by PSA as a result of a Fundamental Breach byGMH, such obligations shall continue to apply until the date on which the Agreement would have expired), GMHand 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 (includingderivatives) giving an economic interest (including for the avoidance of doubt cash-settled instruments) inshares or securities or direct or indirect rights to acquire, any shares or securities of PSA or any of itssuccessors;(b)seek or propose to influence or control the management or policies of PSA, make or in any wayparticipate, in any solicitation of procurations (notably any “solicitation” of “proxies”) to vote any sharesthereof, or seek to advise, direct or influence any person or entity with respect to the voting of any sharesof PSA;2(c)publicly announce or cause another person to publicly announce a tender offer for any shares of PSA orany business combination or extraordinary transaction involving PSA or any of its Affiliates or any oftheir securities or assets unless expressly agreed in writing by PSA following the procedure set forth inSection 2.2.4;(d)seek representation on the Supervisory Board or Management Board of PSA or a change in thecomposition 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 deconvocation) relating to any shareholders’ meetings of PSA; or(f)enter into any discussions, negotiations, arrangements or understandings with any third party with respectto any of the foregoing.2.2.2Notwithstanding the foregoing:(a)GMH (or an Authorized GMH Affiliate) shall be authorized to acquire or subscribe (including pursuant tothe exercise of the rights purchased under the Rights Purchase Agreement and the acquisition of sharesunder the Share Purchase Agreement directly or indirectly shares or securities of PSA provided that theaggregate number of shares (including shares underlying any securities) owned by GMH (together withany person acting in concert therewith) represents, at all times, not more than 7% of the issued sharecapital of PSA (it being provided that such percentage shall be adjusted upwards to reflect the effect ofany 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 personacting in concert with GMH or pursuant to an agreement with or at the invitation of GMH) acquires sharesof PSA such that such third party (together with any person acting in concert therewith) owns apercentage 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 PSAsuch that the aggregate number of shares owned by GMH (together with any person acting in concerttherewith) represents a percentage not more than the next whole percentage point above the percentageshareholding (in number of shares) held by such third party (together with any person acting in concerttherewith); and(c)for the avoidance of doubt, nothing in Section 2.2.1 shall prevent any actions by GMH (or an AuthorizedGMH Affiliate) (i) to enforce its rights as a shareholder of PSA in respect of any breach of fiduciary dutyby any member of the PSA Supervisory Board or Management Board, (ii) to enforce its rights under thisAgreement or any Ancillary Agreements, (iii) to vote in its best interest on3resolutions presented to the PSA shareholders or (iv) to act as a competitor of PSA.2.2.3The 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 concerttherewith) owns, directly or indirectly, shares of PSA representing 10% or more of the issued sharecapital of PSA;(b)if a Competitor (together with any person (other than GMH or any Affiliate thereof) acting in concerttherewith) owns, directly or indirectly, shares of PSA representing 5% or more of the issued sharecapital 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 concerttherewith) owns, directly or indirectly, shares of PSA representing 3% or more of the issued sharecapital of PSA if such investment by such Competitor in the share capital of PSA is made pursuant to anagreement 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 issuedshare capital of PSA, excluding any decrease in such shareholding that results from dilution (i.e., fromany capital increase with preferential subscription rights which are not fully subscribed by the PeugeotFamily) 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 beencleared by the Autorité des marchés financiers (the “AMF”); or(f)if an Insolvency Event shall have occurred.2.2.4No waiver of this Section 2.2 may be granted without the written consent of PSA, which consent shall only be validfollowing the approval of the Supervisory Board and the Management Board of PSA.2.3Lock-Up2.3.1As from February 29, 2012 until the date which is 90 days after February 29, 2012 (the “Lock-Up Period”), neitherGMH (nor the Authorized GMH Affiliate if relevant) shall directly or indirectly transfer title to the Shares, grant anyright or promise to, enter into any agreement or undertaking with, a third party or announce its intention (i) to transferthe 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 intoany contract, option or any other4agreement, commitment or undertaking to do any of the actions described above (including selling any option orcontract to purchase the Shares or purchasing any option or contract to sell the Shares) or other transaction having asubstantially similar effect (the “Lock-Up”). Notwithstanding the foregoing, GMH shall be authorized to (i) transferthe Shares to an Authorized GMH Affiliate (subject to such Authorized GMH Affiliate agreeing to continue to complywith the Lock-Up and such Authorized GMH Affiliate continuing to be qualified as Authorized GMH Affiliate duringits holding of the Shares) and (ii) tender the Shares to an offeror in connection with a tender offer for all the shares ofPSA recommended by the Supervisory Board of PSA and cleared by the AMF.2.3.2Notwithstanding any of the foregoing, the Lock-Up shall automatically terminate in the event of termination of thisAgreement in accordance with the terms hereof.2.3.3Following the expiration of the Lock-Up, neither GMH nor the relevant Authorized GMH Affiliate shall sell ortransfer any Shares to any Competitor (or any person acting in concert therewith, if such concert action has beenpublicly declared or if GMH is otherwise aware of such concert action); provided that the foregoing shall not prohibitGMH or an Authorized GMH Affiliate from tendering its shares in any tender offer for all the shares of PSArecommended by the Supervisory Board of PSA and cleared by the AMF.3.JOINT PRODUCT DEVELOPMENT3.1The Parties shall continue to market and sell their vehicles independently and on a competitive basis under their respectivebrands. With respect to platforms and their components, the Parties shall cooperate on the development of vehicles and theircomponents on shared selected platforms, aiming at the convergence of modules and components, in order to leveragevolumes, advance technologies and reduce emissions.3.2In 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 andlicensing of Intellectual Property relating to the Products, including the terms (other than industrialization andtransfer pricing) set out in Exhibit 2 (the “Development Agreement”): the Parties confirm that theDevelopment Agreement executed by the Parties on the date hereof satisfies entirely the obligations of theParties under this Section 3.2(i);(ii)supply agreements concerning the supply of the Products, including the terms concerning industrialization andtransfer 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 theProducts, including the terms concerning industrialization and transfer pricing set out in Exhibit 2 (the“Powertrain Supply Agreements”).4.JOINT PURCHASING54.1The strategic intent of the Parties is to operate as a global purchasing organisation in order to enhance the value creation forboth Parties. To that effect they shall cooperate with respect to the sourcing of commodities, components and other goods andservices from suppliers.4.2The Parties shall enter into one or more agreements (the “Purchasing Agreements”) providing for the cooperation on anexclusive basis (within the meaning and subject to certain exceptions as set forth in Exhibit 3) between them or certainAffiliates in purchasing of commodities, components and other goods and services, which shall contain the terms andconditions attached as Exhibit 3 and such other terms and conditions as may be agreed to by the Parties. The Parties confirmthat the Purchasing Agreement executed by the Parties on the date hereof satisfies entirely the obligations of the Parties underSections 4.1 and 4.2, including on the global reach and the exclusivity of the purchasing organization.4.3The Purchasing Agreements shall not contemplate mechanisms to measure and balance the benefits of the Alliance for theParties, but rather focus on enhanced value creation for both Parties.4.4The 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) therelevant regulatory implications. The Parties shall define the roles and responsibilities of such company within the Allianceand decide to staff it accordingly, with balanced leadership between GMH and PSA.5.LOGISTICS5.1GMH and PSA shall establish a strategic, commercial cooperation between GMH and Gefco for the logistics services needs ofGMH in certain territories.5.2To that effect GMH and Gefco shall enter into an agreement pursuant to which Gefco shall be the exclusive (in agreedterritories) third-party provider of logistics and related services, including logistics architecture, logistics service purchases andoperational logistics services in such territories, providing (a) incremental business to Gefco and (b) cost savings and mostfavoured nation treatment to GMH (the “Logistics Agreement”).6.GOVERNANCE OF THE ALLIANCE6.1General6.1.1The Parties shall place a high priority upon the cooperative and harmonious implementation and governance of theAlliance 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 timeas appropriate to ensure the smooth and efficient functioning of the Alliance.6.1.2The Steering Committee (defined below) shall perform its activities in accordance with all legal requirementsapplicable to the cooperation of independent companies, including all applicable antitrust and securities laws.6.2Steering Committee66.2.1The 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 ofboth Parties;(b)resolve any controversy or dispute arising out or in connection with this Agreement, the DevelopmentAgreement (but only to the extent specified in the Development Agreement), or the PurchasingAgreements (but only to the extent specified in the Purchasing Agreements);(c)establish as deemed necessary by the Steering Committee one or more operational committees, eachconsisting of an equal number of GMH and PSA nominees, to oversee the day-to-day operations andmanagement of the Development Agreement based on guidelines established by the SteeringCommittee; and(d)examine any potential new Products, services, projects or areas of cooperation to be integrated withinthe scope of the Alliance, provided that the Parties intend to expand the scope of the Alliance to theirfuture activities.6.2.2Composition of the Steering Committee(a)The steering committee shall be composed of ten (10) individuals (the “SC Members”), five (5) ofwhom shall be designated by GMH and five (5) of whom shall be designated by PSA, including the ChiefFinancial Officers of each Party.(b)Each Party at any time shall have the right to request the removal of the SC Members designated by itand 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.6.2.3Meetings of the Steering Committee(a)The Steering Committee shall meet as often as necessary upon written notice by or on behalf of anymember of the Steering Committee and in any case shall meet at least four times per year. Any notice ofany meeting of the Steering Committee shall be sent to each SC Member, and such notice may be sentby any means (including by email), and such notice shall include an agenda identifying in reasonable detailthe matters to be discussed at such meeting together with copies of any relevant documents to bediscussed 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 havean opportunity to attend such meeting), the notice of meetings of the Steering Committee shall be sent atleast five (5) Business Days before such meeting.7(b)SC Members participating in meetings of the Steering Committee by telephone conference or videoconference shall be considered present for the purposes of calculating the quorum for a meeting and thevotes on a decision. SC Members may further be represented with proxy by any other individual of theirchoice.(c)The venue of the meetings of the Steering Committee shall be on a rotating basis at the headquarters ofGMH in Detroit or the headquarters of PSA in Paris.(d)Information provided to the Steering Committee shall be limited to that necessary for the SteeringCommittee to achieve its objectives as set forth above.6.2.4Decisions of the Steering Committee(a)The quorum for the decisions of the Steering Committee shall be reached when at least three SCMembers appointed by each of the Parties shall be present or represented at the meeting. The decisions ofthe Steering Committee shall be validly passed by the unanimity of all the SC Members present orrepresented at the meeting. The language of the meetings of the Steering Committee shall be English andminutes 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 Committeeshall reach a common position on any matter subject to the decision of the Steering Committee and thatthey 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 SteeringCommittee, this subject matter shall be elevated by the SC Executives for the decision by the CEO’s. Insuch 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 suchelevation to discuss such issue.7.CONDITIONS7.1The 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 theEquity Investment is not implemented within such term, unless the Parties agree otherwise, this Agreementshall be terminated and the provisions of Section 10 shall apply.7.2Responsibility for Satisfaction7.2.1The Parties shall use reasonable endeavours to obtain the Regulatory Clearances as soon as8reasonably possible.7.2.2The Parties shall use reasonable endeavours to take promptly all actions necessary to make all such filings required toobtain the Regulatory Clearances.7.2.3The Parties agree that all requests and enquiries from any Governmental Authority which relate to the obtaining ofthe Regulatory Clearances shall be dealt with by the Parties in consultation with each other and the Parties shallpromptly co-operate with and provide all necessary information and assistance reasonably required by suchGovernmental Authority upon being requested to do so by the other. In this respect and except where prohibited byapplicable law, the Parties shall provide each other with copies of all filings or correspondence made with anyGovernmental Authority and to consult with the other prior to taking a position with respect to any filing pursuanthereto, permit the other Party to review and discuss in advance, and to consider in good faith the views of the otherParty.7.2.4The Parties shall equally share the costs of any Regulatory Clearances required under any applicable laws, includingreasonable expenses for advisors. The Parties shall present to the Steering Committee a budget for such expenses andmonthly status of their accrual.8.COVENANTS8.1Negotiation of Ancillary Agreements8.1.1The Parties shall negotiate (or cause their Affiliates to negotiate, as appropriate) in good faith to finalize the terms ofthe Ancillary Agreements in accordance with the targeted deadlines set out in Exhibit 4. The Parties shall establishworking committees in respect of each Ancillary Agreement composed of appropriate individuals.8.1.2The Parties shall report bi-weekly to the Steering Committee regarding the progress of the negotiation and finalizationof the Ancillary Agreement and the Steering Committee shall discuss and resolve issues that may be causing anydelay in meeting the targeted deadlines.8.1.3The Parties have agreed that all the Initial Ancillary Agreements shall be signed (or in final form and approved by theSteering Committee) by December 31, 2012.8.1.4Following January 1, 2013, if for any reason whatsoever any Development Programs (as defined in the DevelopmentAgreement) concerning Products agreed under the Development Agreements are terminated, with the effect thatthere will be fewer than three active Development Programs (“Minimum Development Programs”), the Partiesshall replace the cancelled Development Programs with one or more new Development Programs, with the objectiveto re-establish the Minimum Development Programs. Such new Development Programs will be determined by theSteering Committee. If the Steering Committee fails to agree on such re-establishment of Minimum DevelopmentPrograms within 60 days following the termination of the relevant Development Program, the Chief ExecutiveOfficer of GMH and the Chairman of the Managing Board of PSA shall meet promptly in a mutually agreed locationto discuss a solution in good faith. If within the following 40 days the Chief Executive Officer of GMH and theChairman of the Managing Board of PSA have not agreed on such re-establishment of Minimum DevelopmentPrograms, the non-breaching Party (in the event the terminated Development Program(s) was(were) terminated forbreach) or either9Party (in the event the Development Program(s) was(were) terminated pursuant to Section 6.5.2 of theDevelopment Agreement or by mutual agreement) may terminate this Agreement and the Alliance, and theprovisions of Section 10 shall apply;provided that in the event the Development Program(s) was(were) terminated pursuant to Section 6.5.2 of theDevelopment Agreement, such termination right may only be exercised (i) if the non terminating Party has notchallenged such termination pursuant to Section 8.13.3 of the Development Agreement within 30 days after thereceipt of the notice of termination pursuant to such Section 6.5.2 or (ii) if the other Party has so challenged suchtermination, it has been finally determined by the arbitration tribunal in accordance with Section 8.13.3;provided further that in the event of a termination by a Party of a Development Program based on a Program MaterialBreach (as defined in the Development Agreement), the relevant Development Program shall only be deemed to nolonger be active for the purposes of this Section 8.1.4 (i) if the other Party has not challenged such terminationpursuant to Section 8.13.3 of the Development Agreement within 30 days after the receipt of the notice oftermination, on grounds that there was no Program Material Breach because no delay exceeding 6 months in theProgram Timing SORP has been validly determined in accordance with the Development Agreement, or (ii) if theother Party has so challenged such termination, it has been finally determined by the arbitration tribunal in accordancewith 8.13.3 of the Development Agreement that such delay in the Program Timing SORP was validly determined inaccordance with the Development Agreement.8.2Access to informationTo the extent permitted by applicable law (including competition and securities law) and subject to individual confidentialityundertakings in accordance with standard security procedures of each Party, between the date of this Agreement and theexecution of all Ancillary Agreements, each Party shall give to the other reasonable access to the employees who shall beinvolved in the various aspects of the Alliance and to all reasonably necessary information to prepare and enter into theAncillary Agreements.8.3Negotiation and execution of Ancillary AgreementsIn parallel with the negotiation and finalization of the Ancillary Agreements, the Parties will complete any requiredemployee consultation procedures.The Parties shall cause each Ancillary Agreement to be signed promptly after final agreement thereon (provided that anyRegulatory Clearances required in connection therewith will be obtained).8.4ExclusivityFrom February 29, 2012 until December 31, 2012, neither Party nor any of their Affiliates shall engage in discussions orenter into any joint venture, alliance, partnership, cooperation agreement or similar arrangement with a Competitor relatingin all or in part to the scope of the Alliance, provided that each Party shall have the right to enter into such agreementslimited in scope and that do not jeopardize the implementation of the Alliance. In respect of joint development, the10foregoing exclusivity obligation shall be limited to product programs on which the engineering and planning teams of the twoParties are engaged in active discussions or which they have otherwise agreed to include within the scope of the Alliance.8.5Confidentiality8.5.1Except as set forth in Section 8.5.2 and 8.5.4 below, each Party shall, and shall procure that its respective Affiliatesshall, treat as strictly confidential and shall not disclose or use any information received or obtained as a result ofentering into or implementing this Agreement, the Ancillary Agreements or any agreement entered into pursuant tothis Agreement which relates to:(a)the existence and provisions of the Alliance, of this Agreement, of the Equity Investment, of any AncillaryAgreement, 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 anysuch other related agreements; or(c)any information relating to the business, financial status, intellectual property, know-how, technology, trade secretsof the other Party and its Affiliates(together, the “Confidential Information”).8.5.2The confidentiality undertaking set forth in Section 8.5.1 shall not prohibit disclosure or use of any information if andto the extent that:(a)such disclosure or use is required in connection with the due performance of this Agreement or any AncillaryAgreement;(b)such disclosure or use is required by law, any regulatory body or any stock exchange on which the shares of any Partyare listed (including where this is required as part of its financial reporting requirements or any actual or potentialoffering, placing and/or sale of securities of any member of the GMH Group or the PSA Group), provided that anydisclosure of information to the works councils of a Party or any of its Affiliates shall be limited to the extentnecessary to comply with applicable law and require prior notification to the other Party (without any requirement oftranslation) and such other Party’s timely and reasonable comments on the content and scope of such disclosure shallbe 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 disclosureis 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 thisAgreement);11(e)such information is obtained free of any restrictions on use or obligations of confidentiality from a third party which isitself 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 ora restriction on use;(g)such information is disclosed by a Party to its Affiliates, or to the officers, employees (other than employeerepresentatives) 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 shalllimit the disclosed information to information relevant to the activities of Gefco and in such respect shall obtain theprior consent of GMH in respect of any disclosure of this Agreement, any of the Ancillary Agreements or otheragreements entered into pursuant to this Agreement;provided that prior to disclosure or use of any information pursuant to Section 8.5.2(b), the Party which intends to disclose oruse any Confidential Information shall promptly notify the other Party of such requirement with reasonable notice with aview to providing the other Party with the opportunity to provide comments on such disclosure or use or otherwise to agree onthe timing and contents of such disclosure or use.8.5.3Each Party will limit the disclosure of Confidential Information of the other Party within its organization to theappropriate individuals and to the extent necessary to achieve the objectives of the Alliance, on a need-to-know basis.8.5.4The obligations set forth in this Section 8.5 supplement any other confidentiality agreement entered into by theParties with respect to the subject matter hereof and shall remain in full force and effect until the fifth anniversary ofthe termination or expiration of this Agreement (except as may otherwise be provided in the Ancillary Agreements).8.5.5Any public announcement or press release by or on behalf of any Party with respect to this Agreement or thebusiness of the Alliance shall be agreed to in writing by both Parties in advance of such public announcement or pressrelease.8.6Interim Period8.6.1The Parties recognize that in the period of time between the execution of this Agreement and the execution of theDevelopment Agreements (the “Interim Period”) they might start development or pre-development analysis andwork on certain product programs on which they are engaged in advanced discussions, in anticipation of theDevelopment Agreements.8.6.2The work carried out by the Parties in the Interim Period shall be minimized and shall not involve the transfer orlicense of any intellectual property rights between the Parties. Any exchange of information shall be done inaccordance with Section 8.2. The Steering Committee shall monitor such activities and review forecasts forcontinuing analysis and work during the Interim Period.128.6.3The work carried out by the Parties in the Interim Period shall be retroactively governed in all respects by theDevelopment Agreements, including on cost sharing and intellectual property rights. If for any reason the Parties donot execute the Development Agreements within the deadlines set forth in this Agreement (as such deadlines may beextended 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 hasrequested such development; and(c)notwithstanding the reimbursement of the above costs, no intellectual property rights shall be licensed or transferredby one Party to the other Party, unless specifically agreed in writing by the Parties on a case-by-case basis.8.7Performance Reviews8.7.1The Parties recognize that this Agreement and the Alliance are aimed at achieving significant and mutual benefits forboth of them.8.7.2The Steering Committee will record annually the progress and performance of the Alliance based on objectiveperformance criteria and will report annually on such progress and performance to the CEOs.8.7.3The performance criteria for the initial 4-year period of the Alliance (i.e., ending on March 5, 2016) shall be that atleast four (4) Products shall be in series production or planned to be in series production within the following thirty-six(36) months.8.7.4The Parties expect to realize (i) meaningful yearly cost savings on purchasing of commodities, components, othergoods and services compared to their previous standalone purchasing performance; and (ii) meaningful yearly costsavings on logistics in Europe for GMH, compared to the yearly cost of logistic services before the exclusiverelationship with Gefco. Assessment of the progress in realization of these meaningful savings will be part of theannual review of the progress of the Alliance.8.7.5At the end of such initial 4-year period, the Steering Committee shall determine the relevant criteria for thesubsequent 2-year period (and, at the end of each such 2-year period, the Steering Committee shall determine therelevant criteria for the subsequent 2-year period). The relevant criteria for each such 2-year period shall comprisethe execution of Development Agreements for new or renewed projects.8.7.6The Parties shall use reasonable endeavours to achieve the performance criteria agreed by the Steering Committee8.7.7At the end of the initial 4-year period and each subsequent 2-year period, the Steering Committee shall report to theCEO’s regarding the achievement of the relevant performance criteria.138.7.8If the Alliance has failed to meet the relevant criteria at the end of the initial 4-year period or any subsequent 2-yearperiod, GMH or PSA may request an urgent meeting of the Steering Committee to discuss and agree upon correctiveaction in order for the Alliance to meet such performance criteria within the next 1-year period (i.e., on or before the5th year anniversary, the 7th year anniversary and the 9th year anniversary of February 29, 2012).8.7.9At the end of any such 1-year period, the Steering Committee shall report to the CEO’s regarding the achievementof the relevant performance criteria. If the Alliance has still failed to meet the performance criteria, either Party mayterminate this Agreement and the Alliance and in such event the provisions of Section 10 shall apply.9.CHANGE OF CONTROLAny Party shall be entitled to terminate this Agreement and the Ancillary Agreements upon any Change of Control of theother Party and in the event of any such termination the provisions of Section 10 shall apply.“Change of Control” means (i) the acquisition by a third party (excluding for the avoidance of doubt in respect of PSA, thePeugeot Family) of the control of a Party, or (ii) in respect of PSA, the acquisition, directly or indirectly by a Competitor (orany person (other than GMH or any Affiliate thereof) acting in concert therewith) of a shareholding interest in PSA if (A)such investment is pursuant to an agreement with PSA (or the Peugeot Family), or at the invitation of PSA or the PeugeotFamily and (B) such shareholding represents at least 10% of the total voting rights of PSA or (iii) in respect of GMH, theacquisition, directly or indirectly by a Competitor (or any person (other than PSA, the Peugeot Family or any Affiliatethereof) acting in concert therewith) of a shareholding interest in GMH or GMC if (A) such investment is pursuant to anagreement with GMH or GMC or at the invitation of GMH or GMC and (B) such shareholding represents at least 10% of thetotal voting rights of GMH. For the avoidance of doubt, for so long as EPF and/or FFP control PSA, the acquisition by a thirdparty (excluding for avoidance of doubt any member of the Peugeot family) of the control (within the meaning of Article L233-3 of the French Commercial Code) of EPF and/or FFP, as a result of which such third party indirectly controls PSA, is aChange of Control of PSA.10.TERM AND TERMINATION10.1Unless early terminated in accordance with the terms hereof, this Agreement shall continue in effect for a period of ten yearsand 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 yearsperiods.10.2Either Party shall be entitled to initiate arbitration proceedings in accordance with the terms of this Agreement to seektermination 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.10.3Any termination of the Master Agreement shall be without prejudice to any obligations of any Party which are outstanding atthe date of such termination or any claim for damages relating to any breach of this Agreement.1410.4Upon any termination in accordance with the provisions of this Section 10 (including, for the avoidance of doubt, pursuant toSection 8.1.4, Section 8.7.9, or Section 9, the Parties shall implement and cause their Affiliates to implement an orderlyunwinding of the Alliance and the Ancillary Agreements (excluding for the avoidance of doubt the Logistics Agreement). TheAncillary Agreements will include terms governing such orderly unwinding, including inter alia the survival of licenses ofIntellectual Property related to Products, as well as reasonable periods of continued development, manufacturing and relatedlogistics services and supply of spare parts to avoid disruptive effects.11.AUDITEach Party shall agree to keep all proper records and books of account and all proper entries relating to the Products and theservices covered by the Alliance for a period of five (5) years. Either Party may cause an audit to be made, at its expense, ofthe other Party’s applicable records no more than once per year for each area of the Alliance. Such audit shall be conducted bya third party auditor appointed by the Party requesting the audit under confidentiality obligation, after not less than ten (10)Business Days prior written notice to the other Party and shall be conducted during business hours at the relevant premises ofthe Party whose information is the subject of the audit and in such a manner as not to interfere with such Party’s normalbusiness activities. Any such audit shall be conducted in a manner that is fully compliant with applicable laws (includingcompetition and securities laws).12.COMPLIANCEThe Alliance, the Ancillary Agreements and any joint venture activity, partnership, or company resulting therefrom shall beimplemented and governed in compliance with applicable laws and in line with the compliance policies of both Parties,including compliance with ethics codes, anti-bribery policies, anti-trust compliance and export control and sanctions policies.In this regard, PSA has represented to GM that i) PSA and its Affiliates have suspended their existing activities in Iran and ii)PSA and its Affiliates do not intend to, and will not, engage in any activity in or with Iran, or with any Iranian entity as long assuch activity is prohibited under any export control or sanctions law or regulation with which any of GM or PSA mustcomply. Any entity specifically excluded as an Affiliate shall not participate in any activities contemplated by this Agreement,and the rights and benefits provided hereunder will in no way inure to the benefit of such excluded entity. PSA agreespromptly to provide GM with such information concerning such Affiliates' or excluded entities’ activities in this regard as GMmay reasonably request.13.REPRESENTATIONS AND WARRANTIES; FURTHER ASSURANCES13.1GMH hereby represents and warrants to PSA that (i) GMH is a validly existing company, duly incorporated and registeredunder the laws of Delaware, and has the legal right and full power and authority to enter into and perform this Agreement andany other documents to be executed by it pursuant to or in connection with this Agreement, (ii) GMH is not insolvent orsubject to any proceedings under any applicable bankruptcy, insolvency, moratorium, reorganization or similar law affectingthe rights of creditors generally and the availability of equitable remedies, and (iii) this Agreement constitutes valid and bindingobligations on GMH in accordance with its terms.1513.2PSA hereby represents and warrants to GMH that (i) PSA is a validly existing company, duly incorporated and registeredunder the laws of France, and has the legal right and full power and authority to enter into and perform this Agreement andany other documents to be executed by it pursuant to or in connection with this Agreement, (ii) PSA is not insolvent orsubject to any proceedings under any applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affectingthe rights of creditors generally and the availability of equitable remedies, and (iii) this Agreement constitutes valid and bindingobligations on PSA in accordance with its terms.13.3The Parties agree to perform (or procure the performance of) all further acts and execute and deliver (or procure theexecution and delivery of) such further documents, as may be required by law, whether on or after February 29, 2012 toimplement and/or give effect to this Agreement and the transactions contemplated therein.14.MISCELLANEOUS14.1EXPENSESExcept for the sharing of the costs for Regulatory Clearances set out in Section 7.2.4, each Party shall be solely responsiblefor all of its own expenses, including, without limitation, expenses of legal counsel, accountants and other advisors incurred inconnection with the preparation and execution of this Agreement and the Ancillary Agreements.14.2MODIFICATION; WAIVER14.2.1This Agreement amends and supersedes the Master Agreement signed between the Parties on February 29, 2012. Nomodification of this Agreement shall be valid unless it is in writing and signed by or on behalf of each Party. Theexpression “modification” shall include any modification, supplement, deletion or replacement however effected.14.2.2Unless expressly agreed, no modification shall constitute a general waiver of any provisions of this Agreement, norshall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued upto the date of modification, and the rights and obligations of the Parties under or pursuant to this Agreement shallremain in full force and effect, except and only to the extent that they are so modified.14.2.3Any waiver relating to a provision of this Agreement (unless otherwise specified) shall only be a waiver in theparticular instance and for the particular purpose for which it was given.14.3ASSIGNS AND SUCCESSORS14.3.1The Parties may not assign or transfer or purport to assign or transfer any of their rights or obligations under thisAgreement except as otherwise provided in this Agreement or with the express written consent of the other Parties.14.3.2The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors andpermitted assigns.14.3.3Notwithstanding the use in this Agreement of the terms “GMH” and “PSA”, (i) each of the rights and obligationsarising pursuant to this Agreement are applicable to and for the benefit16of each Party and its applicable Affiliates; (ii) each Party has the right to designate any of its Affiliate(s) to provide orperform any of such Party’s obligations under this Agreement, the Master Agreement or any Ancillary Agreementand to execute the Master Agreement or any Ancillary Agreement (provided, that GMH may assign certain of itsrights and obligations hereunder only to an Authorized GMH Affiliate, as specifically provided herein); and (iii) each ofGMH and PSA shall be responsible for the obligations to be performed by its respective Affiliates under thisAgreement and the Ancillary Agreements.14.4NO THIRD PARTY RIGHTSThe Parties acknowledge and agree that this Agreement shall not confer any rights or obligations on any other person exceptfor the Parties and each of their permitted successors and assigns.14.5INVALIDITY14.5.1If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, such provision shallto that extent be deemed not to form part of this Agreement without affecting or impairing the legality, validity andenforceability of the remaining provisions.14.5.2The Parties shall negotiate in good faith in order to substitute in the shortest time possible a suitable provision for anysuch illegal, invalid or unenforceable provision hereof so as to effect the original intent of the Parties as closely aspossible in an acceptable manner so that the transactions contemplated herein be consummated as originallycontemplated to the fullest extent possible.14.6REMEDIESThe Parties acknowledge that money damages may not be an appropriate remedy for any breach of this Agreement or theAncillary Agreements and the Parties may therefore seek equitable remedies, including specific performance and injunctiverelief, in respect of any breach hereof and thereof.14.7NOTICES14.7.1Any notice or other communication in connection with this Agreement (including any documents attached to suchnotices) shall be:a)in writing in English;b)delivered by hand, fax, or by courier using an internationally recognised courier company; andc)accompanied by a notice by email.For GMH:General Motors Holdings LLC300 Renaissance CenterDetroit, MI 4826517USAAttention: General CounselFax: +1 248 267 4497Email: michael.millikin@gm.comFor PSA:PSA75 Avenue de la Grande Armée75116 ParisFranceAttention: General SecretaryFax: + 33 1 40 66 44 21Email: pierre.todorov@mpsa.com14.7.2A 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.14.8NON-SOLICITATION14.8.1The Parties agree that, during the term of this Agreement and twelve months thereafter, neither Party nor any of itsAffiliates (the “Soliciting Party”) shall, whether directly or indirectly (including through an external recruitmentagency or a head hunter) solicit or entice away, or endeavor to solicit or entice away, any person employed by theother Party or any of its Affiliates (the “Non-Soliciting Party”) whose activities are related to the Alliance, with aview to inducing that person to leave such employment and to act for the Soliciting Party, including in respect of anysuch person who is a part of the senior leadership of the other Group (for the PSA Group, a cadre suprieur or a cadredirigeant and for the GMH Group, an executive) (a “Senior Employee”), or hire such person, unless in each casesuch Soliciting Party has obtained the prior written consent of the Non-Soliciting Party.14.8.2Except in respect of a Senior Employee, the foregoing shall not apply to the extent such person has been recruited byway of bona fide advertising.14.8.3As an exception to the duration set forth in Article 14.8.1, in the event of (i) termination of this Agreement forFundamental Breach of either Party or as a consequence of termination of the Development Agreement for breach byeither Party or (ii) termination of this Agreement as a consequence of termination of the Development Agreement forMaterial Adverse Event, the obligations of the breaching Party (in the case of (i)) and the obligations of theterminating Party (in the case of (ii)), set forth in this Section 14.8 shall continue until twelve months after the dateon which this Agreement would have expired if it had not been terminated.14.9HARMONIZATION18In the event of any conflict or ambiguity between this Agreement and any Ancillary Agreement regarding the subject matterof such Ancillary Agreement, the Ancillary Agreement (including any schedules, annexes or appendixes thereto) shallprevail.15.GOVERNING LAW AND DISPUTE RESOLUTION15.1This Agreement is governed by, and construed in accordance with, the laws of Switzerland. Nothing in this Agreement shallbe interpreted to constitute a partnership between the Parties within the meaning set out in the Swiss Code of Obligations. Inany case, in the event that the Alliance qualifies as “simple partnership” within the meaning of articles 530 and following ofthe Swiss Code of Obligations, the Parties expressly derogate and exclude the application to this Agreement and the AncillaryAgreements of articles 535, 543, 544 and 545, paragraphs 1.1 to 1.6 of the Swiss Code of Obligations.15.2Notwithstanding any other provision to the contrary contained in this Agreement, any dispute arising out of or in connectionwith this Agreement, including a dispute as to the validity, existence or termination of this Agreement or this Section 15 orany 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 ineffect at the time of the submission of the dispute to arbitration. The arbitration award shall be final, binding on all Parties andnot subject to appeal on any grounds before the Swiss Federal Tribunal within the meaning of article 192 paragraph 1 of theSwiss Federal Act on private international law.15.3The Parties acknowledge that nothing in Section 15 shall prevent a Party from referring to any competent courts in anyappropriate jurisdiction prior to or after the initiation of an arbitration procedure under this Section 15 any request for aninterim protection or conservatory order. Pending a dispute resolution under Section 6.2.4(c,) the Parties may not startarbitration under Section 15.2.15.4The Parties contemplate that the governing law and dispute resolution provisions set forth in this Section 15 shall applymutatis mutandis to the Development Agreements, the Supply Agreements, the Powertrain Supply Agreements and thePurchasing Agreements. The Logistics Agreement (including for the purpose of this Section also the relevant LocalParticipation Agreements, as defined in the Logistics Agreement) will be governed by the law agreed between the Partiestherein 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 LogisticsAgreement, also in connection with Section 5 of this Agreement, shall be resolved exclusively in accordance with theprovisions on the dispute resolution set out in the Logistics Agreement, excluding any application of this section 15.14.9 MEDIA AND PUBLIC ANNOUNCEMENTSAny public announcement concerning the execution of this Agreement or any of the Ancillary Agreements, including media releases,material for press conferences and communications to suppliers, dealers, or customers, shall be agreed in writing between the Parties.Signed on December 19, 2012, in two (2) originals.19GENERAL MOTORS HOLDINGS LLCBy:____________________________Name:Title:PEUGEOT S.A.By:____________________________Name: Title:EXHIBIT 1DEFINITIONS“acting in concert”shall have the meaning as set forth in Article L.233-10 of the French Code decommerce.“Affiliate”means, with respect to any Party or other person, any company or other entityin respect of which such Party or other person has either (a) the ownership ofmore than 50% of the total voting rights or (b) the right to appoint the majorityof 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”) willnot be considered Affiliates for purposes of this Agreement.“Alliance”means (a) the joint development described in Section 3, (b) the joint globalpurchasing platform described in Section 4, and (c) the commercial cooperationbetween 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 PowertrainSupply 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 EuropeGmbH or subsidiaries thereof).“Business Day”means any day other than (i) a Saturday or a Sunday or (ii) a public holiday inDetroit or in Paris.“CEOs”means the Chief Executive Officer of GMH and the Chairman of the ManagingBoard 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 fundaiming 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 acompany or (b) the contractual or statutory right to appoint the majority of themembers of the board of directors of a company, except as otherwisespecifically 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 sociétéanonyme.1“Fundamental Breach”means a material breach of this Agreement of a such magnitude that itcompromises the Alliance.“Gefco”means Gefco SA, a French société anonyme, with its headquarters at 77/81rue des Lilas d’Espagne, 92402 COURBEVOIE Cedex.“GMC”means General Motors Company, a Delaware corporation with its headquartersat 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 includingany 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 LogisticsAgreement and (iii) Development Agreements with respect to at least 3Products.“Insolvency Event”means PSA becoming insolvent or subject to any proceedings under anyapplicable bankruptcy, insolvency, moratorium, reorganization or similar law.“Intellectual Property” or“IP”means all industrial and intellectual property rights, including registeredtrademarks, service marks, patents, utility models, registered designs,applications for, inventions, trade and business names, copyrights, computersoftware, domain names and databases, which may subsist in any part of theworld (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 DevelopmentPrograms”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 FFPwho 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 forthe purposes of an “agreement with” or an “invitation by” the Peugeot Familyas referred to in Sections 2.2.2(b), 2.2.3(c) or 9, any action taken by anymember of the board of directors of EPF or FFP shall be disregarded if suchaction is objected to in, or denounced by, a duly passed publicly disclosedresolution of the board of directors of EPF or FFP. 2“Products”means the modules, vehicles or powertrains that the Parties shall agree toinclude in the Development Agreements and any additional joint programs thatthe Parties may agree in writing from time to time to add to the scope of theAlliance.“Powertrain SupplyAgreements”has the meaning ascribed to it in Section 3.2(iii).“Purchasing Agreements”has the meaning ascribed to it in Section 4.2.“Purchasing JV”has the meaning ascribed to it in Section 4.4.“Regulatory Clearances”has the meaning ascribed to it in Section 7.1(a).“Rights Issue”has the meaning ascribed to it in Section 2.1.“Rights PurchaseAgreement”has the meaning ascribed to it in Section 2.1.“Senior Employee”has the meaning ascribed to it in Section 14.8.1.“Share Purchase Agreement”has the meaning ascribed to it in Section 2.1.“Shares”means all of the shares of PSA subscribed by GMH (or an Authorized Affiliateof GMH) pursuant to the Rights Issue together with all of the shares acquiredby GMH (or an Authorized Affiliate of GMH) pursuant to the Share PurchaseAgreement.“SC Executive”has the meaning ascribed to it in Section 6.2.2(a).“SC Members”has the meaning ascribed to it in Section 6.2.2(a).“Soliciting Party”has the meaning ascribed to it in Section 14.8.1.“Steering Committee”has the meaning ascribed to it in Section 6.2.1.“Supply Agreements”has the meaning ascribed to it in Section 3.2(ii). 3EXHIBIT 2DEVELOPMENT AGREEMENTSDevelopment Agreements term sheet PartiesGMH and PSA and their AffiliatesDefinitionsAffiliates for the purpose of the Development Agreements: means any entity in whichany of the Party holds at least 50% of the share capital or voting rights and will alsoinclude if requested by GMH the following companies: Shanghai General Motors,SGMW, in each case for so long as GMH maintains an ownership stake in suchcompanies of no less than 40%. The parties will discuss and agree on provisions toinclude in the final agreement regarding the transfer of IP to Affiliates that are owned50% or less by either party.ScopeThe Parties will set out in the Development Agreements the initial scope of theAlliance. The Parties will regularly review possible new joint programs to be selectedas part of the scope of the Alliance.GovernanceThe Steering Committee shall establish a Program and Innovation OperationalCommittee comprising an equal number of representatives of both Parties. TheProgram and Innovation Operational Committee shall (i) establish a Joint Product andInnovation Master Plan and submit it to the Steering Committee for approval, (ii)define and monitor platform, program and powertrain strategy, including overall keytargets on economical objectives, quality, Co2, weight, Total Cost of Ownership andmodule road map, (iii) decide launch of new joint programs with their specifications,economical, quality, Co2, weight, Total Cost of Ownership and performanceobjectives, (iv) propose to the Steering Committee expansion of the Alliance to newsegments or new lines of business, as well as joint innovation activities, (v) review keymilestones of programs; and (vi) develop program budgets and submit them to theSteering Committee for approval. The Program and Innovation Operational Committeeshall implement such Joint Product and Innovation Master Plan as approved by theSteering Committee. The Program and Innovation Operational Committee shall takeits decisions by unanimous vote. Disagreements shall be escalated to the SteeringCommittee.4 The Program and Innovation Operational Committee shall establish Joint OperationalCoordination Sub-committees consisting of an equal number of representatives of bothParties 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 ProjectManagement 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 andresources, the Program and Innovation Operational Committee will recommend forapproval by the Steering Committee which Party will lead each Project ManagementSub-committee (provided that the deputy leader shall be a representative of the otherParty).Joint Operational Coordination Sub-committees and Project Management Sub-committees members shall use their reasonable efforts to reach a common position onevery matter. In case of disagreement, this disagreement shall be escalated to theProgram and Innovation Operational CommitteeCost Sharing(***).Supply AgreementsThe Parties will ensure that the Supply Agreements will provide for a balanced benefitfor both Parties in the allocation of the manufacturing of production volumes on eachside (which the Steering Committee shall regularly review).IP(***)ExclusivityThe Parties may agree case-by-case on specific Products for which, during the periodof cooperation for such Products, the Parties shall not develop such Product outside ofthe Alliance, whether on their own or with third Parties.5EXHIBIT 3PURCHASING AGREEMENTSrelating to cooperation in purchasing and Purchasing joint venturePurchasing Agreements Term sheet Overall ObjectiveVis-à-vis third parties, the purchasing departments of GMH and PSA agreed in thePurchasing Agreement will be viewed as a combined purchasing organization, fullyleveraging the joint expertise, purchasing power and joint platforms and modules on aglobal basis.Scope of CooperationThe 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;andOverall relationship with the suppliersUnless agreed otherwise, the scope shall exclude inter alia commodities,components, other goods and services whose purchase (i) is not within the currentscope of activity of the purchasing functions of either Party (e.g., furniture, legaladvice, and others to be clarified between the Parties), or (ii) falls within the scope ofexisting exclusive agreements with third parties in relation to joint development orproduction 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 overlapwith 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 ason the joint venture company contemplated in Section 4 of the Agreement.6Joint PurchasingThe purchasing cooperation shall include inter alia the following activities:Establishing general purchasing terms and conditions (“Global PurchasingTerms and Conditions”) to be approved by GMH and PSA based on agreedguidelines;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 issuanceof orders will be made by the regional teams of GMH and PSA; andThe managing of the overall relationship with suppliers (quality, capacity,etc.). Joint Venture Resources andTeamsGMH and PSA will cooperate to adjust their internal organizations as necessary toensure that the purchasing teams are organized in a fashion coherent with theAlliance.GMH and PSA will make available certain support resources (including HR, IT andLegal) to enable the purchasing teams to effectively carry out its activities. Thenature and extent of this will be jointly decided following due diligence.Purchasing GuidelinesGMH and PSA will develop joint purchasing guidelines to apply to the purchasingteams 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; andSupply chain and logistics, including capacity constraints. GovernanceThe Steering Committee will establish an operational committee to oversee andmanage the purchasing coordination of GMH and PSA, decide and monitor thepurchasing synergies, review synergy opportunities and agree on joint procedures(supplier assessment, supplier qualification etc). Roles and responsibilities of suchoperational committee will be disciplined in the Purchasing Agreements.7EXHIBIT 4TARGETED DEADLINESFOR SIGNATURE/FINALIZATION OF ANCILLARY AGREEMENTSLogistics Agreement: June 30, 2012Purchasing Agreements: December 31, 2012Development Agreements (agreement entered into with respect to at least 3 Products): December 31, 2012Vehicle Supply Agreements (template agreement): to be agreed by the Steering CommitteePowertrain Supply Agreements (template agreement): to be agreed by the Steering Committee8Exhibit 10.28VORSTANDSDIENSTVERTRAG(Director's Service Agreement) between Adam Opel AGBahnhofsplatz, 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 asto one “Party” - Preamble Dr. Neumann is currently, but no longer than June 30, 2013, bound by restrictive co-venants and heendeavors to terminate them at an earlier point in time. Upon release from his restrictive covenants, Dr. Neumann shall be appointed Chairman of the ManagementBoard 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 alsoreferred to as the “Agreement”): 1.Position, Functions and Duties 1.1Latest as of July 1, 2013, Dr. Neumann shall be appointed for an initial term of one (1) year as Chairman ofthe Management Board of the Company. Within General Motors he will hold the titles of “General MotorsVice President” and “President of General Motors Europe”. 1.2Dr. Neumann shall carry out his duties in accordance with the applicable laws, the articles of association of theCompany and, if in place, its rules of procedure for the Management Board, all as amended from time to time. 1.3Dr. Neumann shall dedicate his entire working capacities exclusively to the services of the Company. He shallrequire the consent of the personnel committee of the Company’s Supervisory Board before taking on anyother professional activities or offices, whether in a remunerated or an honorary position. The consent will begranted, if there are no conflicting interests of the Company. 11.4Dr. Neumann shall, upon the request of the Supervisory Board, also accept positions or offices in companies inwhich the Company directly or indirectly holds shares as well as activities in associations and organizations ofwhich 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 theManagement Board of the Company. In case this appointment ends, Dr. Neumann will immediately and in theappropriate form resign from any such positions and offices. 1.5During the term of this Agreement Dr. Neumann is not permitted to directly or indirectly participate in anycompany, which is in competition with the Company or an affiliated company, or in any company whichmaintains material business relationships with the Company or an affiliated company. This does not apply toparticipations as part of Dr. Neumann’s private wealthy management, provided those participations do not allowdirect or indirect influence on the respective companies’ managements. 2.Remuneration 2.1As compensation for his services Dr. Neumann receives a fixed annual gross salary in the amount ofEUR 618,560.00, payable in 12 equal installments by the end of each month into a domestic bank account tobe nominated by Dr. Neumann. 2.2In addition, Dr. Neumann participates in the following incentive plans of General Motors Company, theCompany's parent company: General Motors Company Salary Stock Plan (Annex 1)andGeneral Motors Company Long-Term Incentive Plan (Annex 2) Special provisions, which supersede the rules of the aforementioned incentive plans of General MotorsCompany and which have been agreed upon by General Motors Company and Dr. Neumann, are contained inAnnex 3 of this Agreement (“Annex 3”). 2.3Any assignment or pledge of remuneration claims requires the consent of the Supervisory Board of theCompany. 2.4In the event Dr. Neumann receives compensation for positions or offices, which he has assumed at affiliatedcompanies, associations or organizations, he will transfer such compensation to the Company or suchcompensation 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. Allentitlements 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 shallbe taken in accordance with the other members of the Management Board. The German Vacation Act doesapply mutatis mutandis. 25.Company Car(s) and Drivers Pool 5.1The Company will provide an adequate Opel company car to Dr. Neumann, which he can also use for privatepurposes, and will bear the costs for fuel as well as all other costs regarding the operation of the car (e.g. forrepairs, maintenance, insurance etc.). Dr. Neumann shall bear any income taxes resulting from the privateuse. 5.2Dr. 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. 5.3As a member of the Management Board of the Company Dr. Neumann will have access to the Company’spool 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 whichDr. Neumann is not responsible, he will continue to receive his remuneration under Clauses 2.1 and 2.2 abovefor a maximum period of up to six (6) months of the contractual term of this Agreement. Payments of thirdparties will be credited against this entitlement. 7.Insurances 7.1For the term of this Agreement, the Company will conclude an accident insurance for Dr. Neumannaccording to the Company’s applicable policies. 7.2The 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 internalcompany 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 theprovisions of the German Employee Inventions Act. The Company and its affiliated companies areexclusively and irrevocably entitled to utilize any technical or operational proposals for improvements madeby Dr. Neumann, without further compensation being required. 10.Term 10.1This Agreement will be concluded for a term of one year from the appointment of Dr. Neumann as chairmanof the Management Board and shall start no later than on July 1, 2013. A premature termination of thisAgreement is only possible for an important reason with immediate effect (§ 626 German Civil Code).3 10.2The 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. 10.3Sec. 625 German Civil Code does not apply, i.e. in order to be effective a continuation of this Agreementrequires a written arrangement. 11.Confidentiality 11.1During the term of this Agreement and at all times thereafter, Dr. Neumann will not disclose to any thirdparty any business related matters not generally known, including such relating to the Company and itsaffiliates, and he shall not utilize business or operational secrets himself. This also applies to this Agreementand its annexes, which or whose contents Dr. Neumann will not disclose to any third party, unless thedisclosure is required by law or serves the purpose of asserting or rejecting claims. His spouse, tax or legaladvisors are no third parties within the aforementioned meaning. 11.2Dr. Neumann agrees to keep all business related documents and notes with care, including personal notes andelectronic copies, and to return them upon request and in case of termination of this Agreement - withoutfurther request being required - to the Supervisory Board or an authorized person. There are no retentionrights regarding such documents and notes (incl. its electronic copies). 12.Non-competition and Non-solicitation 12.1During the term of this Agreement Dr. Neumann will be bound by the non-competition restrictions as laiddown in Sec. 88 German Stock Cooperation Act. 12.2During the term of this Agreement and a period of two (2) years after its termination, Dr. Neumann mustrefrain from actively soliciting (or attempting to do so) for a third party, be it directly or indirectly, anyemployees, board members or freelancers of the Company or any affiliate of the Company. 13.Condition Precedence / Claims of Volkswagen AG 13.1This 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. 13.2Dr. Neumann will ask Volkswagen AG for an early release from his current restrictive covenants, ideallyalready as of January 1, 2013. Once it is known whether Volkswagen AG will ask Dr. Neumann for anyfinancial concessions in return for an early release, the Parties will discuss an earlier start date ofDr. Neumann with the Company, i.e. an entry before July 1, 2013, and in particular whether and to whichextent the Company will reimburse any upcoming costs. 14.Final Provisions 414.1Should any provision of this Agreement be or become entirely or partly invalid or lose its validity at a laterdate, this shall not affect the remaining provisions. Insofar as legally permitted, a reasonable other provisionshall be deemed to replace the invalid provision, which commercially corresponds as close as possible to aprovision which had been agreed upon by the Parties, had they known the invalidity of the respectiveprovision. This also applies if the invalidity of a provision relates to a quantity of performance or length oftime; in this event the quantity of performance or length of time shall be deemed the quantity or length whichis legally permissible. 14.2There are no further agreements. Modifications to and supplements of this Agreement must be made inwriting in order to become effective. This also applies to the cancellation, amendment or supplementation ofthe aforementioned written form requirement. The priority of individual contractual agreements remainsunaffected (Sec. 305b German Civil Code). 14.3Dr. Neumann agrees that any and all previous declarations in conjunction with the constitution of this servicerelationship will become irrelevant and will be entirely replaced by the terms and conditions of thisAgreement. 14.4This Agreement will be executed in two originals. By signing this Agreement, Dr. Neumann acknowledgesreceipt of one original, including its Annexes. 14.5This 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 willbe governed by the relevant law, as stipulated in the relevant plan. 14.6The courts, competent for the Company, shall have exclusive jurisdiction for disputes arising out of thisAgreement (with the exception of any disputes which arise from the General Motors Company incentiveplans; for such disputes the relevant US courts shall have exclusive jurisdiction). 14.7In the event of inconsistencies between the German and the English version of this Agreement, the Germanversion 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 GirskyChairman of the Supervisory Board Annexes 1 to 45 Annex 3to the Director’s Service Agreement between Adam Opel AG and Dr. Karl-Thomas Neumann,dated December ___, 2012 By this Annex 3, General Motors Company confirms to Dr. Karl-Thomas Neumann for the term of his one yeardirector’s service agreement with Adam Opel AG participation in the attached- General Motors Company Salary Stock Plan (hereinafter “SSP”), and- General Motors Company Long-Term Incentive Plan (hereinafter “LTIP”),including its affiliated administration and operating rules (hereinafter both together “GM Compensation Plans”),subject to the following special terms and conditions which supersede any contravening rules of the GMCompensation Plans: 1.Participation in the General Motors Company Salary Stock Plan (SSP) 1.1As a general plan rule, any award and grant of any salary stock units under the SSP would be at the discretion of ExecutiveCompensation Committee of the General Motors Company (hereinafter “Compensation Committee”) and the CompensationCommittee would usually decide on an annual basis on the target award for each calendar year separately. 1.2As an exception to these rules, the Compensation Committee has pre-approved for the term of Dr. Neumann’s one year director’sservice agreement with Adam Opel AG a salary stock grant for Dr. Neumann in the amount of USD 2,200,000 (hereinafter“Salary Stock Award”). 1.3The Salary Stock Award is accrued and earned each pay period (i.e. each month) and then over one (1) year converted to units eachquarter. The quarterly converted value of USD 550,000 will be granted on the last trading day of each fiscal year quarter, based onthe average of the high and low GM stock price on the date of the grant. The shares are fixed on that date and are paid out in thirdsover the next three years, as follows: Current YearFY QuarterValue Converted1 year after grant2 years after grant3 years after grant Endto sharesSettlement *Settlement *Settlement * 1stUSD 550,000USD 183,333.34USD 183,333.33USD 183,333.33 2ndUSD 550,000USD 183,333.34USD 183,333.33USD 183,333.33 3rdUSD 550,000USD 183,333.34USD 183,333.33USD 183,333.33 4thUSD 550,000USD 183,333.34USD 183,333.33USD 183,333.33 TotalUSD 2,200,000USD 733,333.36USD 733,333.32USD 733,333.32 * Actual value paid out will vary based on the stock price on the respective settlement date at the end of each quarter. All valuebased on USD and to be converted in EUR at the respective settlement date, based on the exchange rate, applicable at that time. 2.Participation in the General Motors Company Long-Term Incentive Plan (LTIP) 12.1As a general plan rule, any LTIP award would be based on both Dr. Neumann’s performance and the performance of GeneralMotors Company, as determined by the Compensation Committee. 2.2As an exception to these rules, the Compensation Committee has pre-approved for the term of Dr. Neumann’s one year director’sservice agreement with Adam Opel AG an annual restricted stock unit grant in the amount of USD 1,500,000 (hereinafter “RSUAward”), which does not depend on individual or company performance and which is granted and converted to shares based on theFair Market Value (hereinafter “FMV”) on the first Monday of the quarter following the date of the commencement ofDr. Neumann’s service relationship with Adam Opel AG, whereby FMV is the average of the high and the low stock price on theaforementioned date of the grant. The RSU Award will then be vested and delivered to Dr. Neumann's account in two equalinstallments: 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 ServiceAgreement 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 Date2”). 2.3In order for the aforementioned installments of the RSU Award to be delivered to Dr. Neumann, a service relationship betweenDr. Neumann and Adam Opel AG must exist at the respective RSU Vesting Date. 3.General Rules, Miscellaneous 3.1The Salary Stock and RSU Awards are, whether already granted or not, non-forfeitable with the exclusive exception of inimicalacts 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 subjectto SEC regulations regarding insider trading rules. 3.2Any payments made under the GM Compensation Plans (including this Annex 3) are gross payments and Dr. Neumann will beresponsible for the payment of all taxes applicable to the above, including income tax, capital gains tax, and any other relevanttaxes in any other jurisdiction, without any entitlement to their reimbursement by General Motors Company or Adam Opel AG. 3.3Neither General Motors Company nor Adam Opel AG nor any of the corporate bodies or committees shall have the right toamend, 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. 3.4Any 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 donefor administrative purposes on behalf of General Motors Company. 3.5It is agreed that this Annex 3 and Dr. Neumann’s entitlements under the GM Compensation Plans shall be subject to the applicableUnited States law as stipulated in the relevant plan as well as to General Motors’ obligations under the American Recovery andReinvestment Act of 2009 and other requirements under the Troubled Asset Relief Program of the United States of America. 3.6The rules of this Annex 3 shall supersede any contrary rules contained in the respective GM Compensation Plans.2GENERAL MOTORS COMPANY:DR. KARL-THOMAS NEUMANN: Detroit, December 7, 2012Frankfurt, December 19, 2012/S/ JANICE UHLIG Janice Uhlig Executive Director, Global Compensation and Benefits /S/ DR. KARL-THOMAS NEUMANNDr. Karl-Thomas Neumann3Exhibit 12GENERAL MOTORS COMPANY AND SUBSIDIARIESCOMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS(Dollars in millions) Successor Predecessor Years Ended December 31, July 10, 2009ThroughDecember 31, 2009 January 1, 2009ThroughJuly 9, 20092013 2012 2011 2010 Income (loss) from continuing operations before income taxes andequity income(a)$5,648 $(30,257) $5,985 $5,737 $(5,283) $107,776Fixed charges excluding capitalized interest1,206 943 960 1,326 779 5,548Amortization of capitalized interest18 12 7 1 — 46Equity income of Ally Financial, Inc.— — — — — (1,380)Dividends from nonconsolidated affiliates661 1,544 1,350 1,171 422 112Earnings (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 $5,444Portion of rentals deemed to be interest136 138 161 171 72 104Interest capitalized in period81 117 91 62 26 28Total fixed charges1,287 1,060 1,051 1,388 805 5,576Preferred stock dividends grossed up to a pre-tax basis2,528 859 844 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 charges5.85 7.90 5.93 20.10Ratio of earnings to combined fixed charges and preferred stockdividends1.97 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.Earnings in the year ended December 31, 2012 and the period July 10, 2009 through December 31, 2009 were inadequate to cover combined fixed chargesand preferred stock dividends by $29.7 billion and $5.0 billion.Exhibit 21GENERAL MOTORS COMPANYAND SUBSIDIARIES, JOINT VENTURES AND AFFILIATES OF THE REGISTRANTAS OF DECEMBER 31, 2013Company NameState or Sovereign Power ofIncorporation06 Ormskirk LimitedEngland and Wales2140879 Ontario Inc.Canada6153933 Canada Ltd.OntarioACAR Leasing Ltd.DelawareACF Investment Corp.DelawareAdam Opel AGGermanyAFS Management Corp.NevadaAFS SenSub Corp.NevadaAftermarket (UK) LimitedEnglandAftermarket Italia S.r.l. in liquidazioneItalyAL Mansour Automotive SAEEgyptAlly Mexico Holdings LLCDelawareAmeriCredit Automobile Receivables Trust 2007- B-FDelawareAmeriCredit Automobile Receivables Trust 2007-D-FDelawareAmeriCredit Automobile Receivables Trust 2010-1DelawareAmeriCredit Automobile Receivables Trust 2010-2DelawareAmeriCredit Automobile Receivables Trust 2010-3DelawareAmeriCredit Automobile Receivables Trust 2010-4DelawareAmeriCredit Automobile Receivables Trust 2010-ADelawareAmeriCredit Automobile Receivables Trust 2010-BDelawareAmericredit Automobile Receivables Trust 2011-1DelawareAmeriCredit Automobile Receivables Trust 2011-2DelawareAmeriCredit Automobile Receivables Trust 2011-3DelawareAmeriCredit Automobile Receivables Trust 2011-4DelawareAmeriCredit Automobile Receivables Trust 2011-5DelawareAmeriCredit Automobile Receivables Trust 2012-1DelawareAmeriCredit Automobile Receivables Trust 2012-2DelawareAmeriCredit Automobile Receivables Trust 2012-3DelawareAmeriCredit Automobile Receivables Trust 2012-4DelawareAmeriCredit Automobile Receivables Trust 2012-5DelawareAmeriCredit Automobile Receivables Trust 2013-1DelawareAmeriCredit Automobile Receivables Trust 2013-2DelawareAmeriCredit Automobile Receivables Trust 2013-3DelawareAmeriCredit Automobile Receivables Trust 2013-4DelawareAmeriCredit Automobile Receivables Trust 2013-5DelawareAmeriCredit Consumer Loan Company, Inc.NevadaAmeriCredit Financial Services, Inc.DelawareAmeriCredit Funding Corp. XIDelawareAmeriCredit Syndicated Warehouse TrustDelawareAndiamo Riverfront, LLCMichiganAnnunciata CorporationDelawareAPGO TrustDelawareGENERAL MOTORS COMPANYAND SUBSIDIARIES, JOINT VENTURES, AND AFFILIATESOF THE REGISTRANTAS OF DECEMBER 31, 2013Company NameState or Sovereign Power ofIncorporationApproach (UK) LimitedEngland and WalesArgonaut Holdings LLCDelawareAtlantic Automobiles SASFranceAuto Distribution Provenance SASFranceAuto Fornebu ASNorwayAuto Lease Finance CorporationCayman IslandsAuto Partners III, Inc.DelawareAutohaus G.V.O. GmbHGermanyAutovision (Scotland) LimitedScotlandAutozentrum West Köln GmbHGermanyAviation Spectrum Resources Holdings, IncorporatedDelawareBaker (Crewe) LimitedEngland and WalesBallards of Watford LimitedEngland and WalesBanco GMAC S.A.BrazilBaylis (Gloucester) LimitedEngland and WalesBeerens O.C. NVBelgiumBerse Road (No. 1) LimitedEnglandBerse Road (No. 2) LimitedEnglandBetula Cars S.L.SpainBicknell (Malvern) LimitedEngland and WalesBilCirkeln Malmo ABSwedenBioformix, Inc.DelawareBlackdown Motor Company LimitedEngland and WalesBOCO (Proprietary) LimitedSouth AfricaBoco TrustSouth AfricaBrandish LimitedEngland and WalesBridge Motors (Banbury) LimitedEngland and WalesBridgewater Chevrolet, Inc.DelawareBritain Chevrolet, Inc.DelawareBS Auto Praha sroCzech RepublicCarve-Out Ownership Cooperative LLCDelawareCaterpillar Logistics SCSItalyCharles Hurst Motors LimitedNorthern IrelandChevrolet Austria GmbHAustriaChevrolet Belgium NVBelgiumChevrolet Central and Eastern EuropeHungaryChevrolet Deutschland GmbHGermanyChevrolet Espana, S.A.SpainChevrolet Euro Parts Center B.V.NetherlandsChevrolet Europe GmbHSwitzerlandChevrolet Finland OyFinlandChevrolet FranceFranceGENERAL MOTORS COMPANYAND SUBSIDIARIES, JOINT VENTURES, AND AFFILIATESOF THE REGISTRANTAS OF DECEMBER 31, 2013Company NameState or Sovereign Power ofIncorporationChevrolet Italia S.p.A.ItalyChevrolet Nederland B.V.NetherlandsChevrolet of Novato, Inc.DelawareChevrolet Poland Sp. z o.o.PolandChevrolet Portugal, Lda.PortugalChevrolet Sales (Thailand) LimitedThailandChevrolet Sales India Private Ltd.IndiaChevrolet Sociedad Anonima de Ahorro para Fines DeterminadosArgentinaChevrolet Suisse S.A.SwitzerlandChevrolet Sverige ABSwedenChevrolet Trkiye Otomotive Limited SirketiTurkeyChevrolet UK Limited LtdEnglandCHEVYPLAN S.A. Sociedad Administradora de Planes de Autofinanciamiento ComercialColombiaControladora General Motors, S.A. de C.V.MexicoCoskata, Inc.DelawareCourtesy Buick-GMC, Inc.DelawareCrash Avoidance Metrics PartnershipsMichiganCrash Avoidance Metrics Partners LLCMichiganCrown Motors (Dagenham) LimitedEngland and WalesDaniels Chevrolet, Inc.DelawareDCJ1 LLCDelawareDealership Liquidations, Inc.DelawareDelphi Energy and Engine Management Systems UK Overseas CorporationDelawareDENICAR S.R.L.ItalyDetroit Investment Fund, L.P.DelawareDiso Madrid S.l.r.SpainDMAX, Ltd.OhioDoraville Bond CorporationDelawareDrive Motor Properties LLPEngland and WalesDrive Motor Retail LimitedEngland and WalesEden (GM) LimitedEngland and WalesElasto S.A.EcuadorEmpower Energies, Inc.DelawareEnvia Systems, Inc.DelawareF G Barnes (Maidstone) LimitedEngland and WalesFabrica Nacional de Autobuses Fanabus, S.A.VenezuelaFAW-GM Light Duty Commercial Vehicle Co., Ltd.ChinaFludicon GmbHGermanyFox Valley Buick-GMC, Inc.DelawareG.M.A.C. - Comercio e Aluguer de Veiculos, Lda.PortugalG.M.A.C. Financiera de Colombia S.A. Compania de Financiamiento ComercialColombiaGeneral International Insurance Services LimitedBermudaGENERAL MOTORS COMPANYAND SUBSIDIARIES, JOINT VENTURES, AND AFFILIATESOF THE REGISTRANTAS OF DECEMBER 31, 2013Company NameState or Sovereign Power ofIncorporationGeneral International LimitedBermudaGeneral Motors (China) Investment Company LimitedChinaGeneral Motors (Hong Kong) Company LimitedHong KongGeneral Motors (Thailand) LimitedThailandGeneral Motors - Colmotores S.A.ColombiaGeneral Motors Africa and Middle East FZEUnited Arab EmiratesGeneral Motors Asia Pacific (Pte) Ltd.SingaporeGeneral Motors Asia Pacific Holdings, LLCDelawareGeneral Motors Asia, Inc.DelawareGeneral Motors Asset Management CorporationDelawareGeneral Motors Australia Ltd.AustraliaGeneral Motors Austria GmbHAustriaGeneral Motors Auto LLCRussian FederationGeneral Motors Automobiles Philippines, Inc.PhilippinesGeneral Motors Automotive Holdings, S.L.SpainGeneral Motors Belgium N.V.BelgiumGeneral Motors Chile Industria Automotriz LimitadaChileGeneral Motors China, Inc.DelawareGeneral Motors CIS,LLCRussian FederationGeneral Motors Coordination Center BVBABelgiumGeneral Motors Daewoo Auto and Technology CIS LLCRussian FederationGeneral Motors de Argentina S.r.l.ArgentinaGeneral Motors de Mexico, S. de R.L. de C.V.MexicoGeneral Motors del Ecuador S.A.EcuadorGeneral Motors do Brasil Ltda.BrazilGeneral Motors East Africa LimitedKenyaGeneral Motors Egypt, S.A.E.EgyptGeneral Motors Espana, S.L.U.SpainGeneral Motors Europe Holdings, S.L.U.SpainGeneral Motors Europe LimitedEngland and WalesGeneral Motors Financial Company, Inc.TexasGeneral Motors Financial of Canada LimitedOntarioGeneral Motors Financial UK LimitedEngland and WalesGeneral Motors Finland OyFinlandGeneral Motors Foundation, Inc.MichiganGeneral Motors FranceFranceGeneral Motors Global Service Operations, Inc.DelawareGeneral Motors Hellas S.A.GreeceGeneral Motors Holdings LLCDelawareGeneral Motors Holdings Participacoes Ltda.BrazilGeneral Motors India Private LimitedIndiaGeneral Motors International Holdings, Inc.DelawareGENERAL MOTORS COMPANYAND SUBSIDIARIES, JOINT VENTURES, AND AFFILIATESOF THE REGISTRANTAS OF DECEMBER 31, 2013Company NameState or Sovereign Power ofIncorporationGeneral Motors International Operations Pte. Ltd.SingaporeGeneral Motors International Services Company SASColombiaGeneral Motors Investment Management CorporationDelawareGeneral Motors Investment Participacoes Ltda.BrazilGeneral Motors Investments Pty. Ltd.AustraliaGeneral Motors Ireland LimitedIrelandGeneral Motors Israel Ltd.IsraelGeneral Motors Italia S.r.l.ItalyGeneral Motors Japan LimitedJapanGeneral Motors LimitedEnglandGeneral Motors LLCDelawareGeneral Motors Manufacturing Poland Sp. z o.o.PolandGeneral Motors Nederland B.V.NetherlandsGeneral Motors New Zealand Pensions LimitedNew ZealandGeneral Motors of Canada Limited (active)CanadaGeneral Motors Overseas Commercial Vehicle CorporationDelawareGeneral Motors Overseas Corporation (active)DelawareGeneral Motors Overseas Distribution LLCDelawareGeneral Motors Peru S.A.PeruGeneral Motors Poland Spolka, z o. o.PolandGeneral Motors Portugal Lda.PortugalGeneral Motors Powertrain (Thailand) LimitedThailandGeneral Motors Powertrain - Europe S.r.l.ItalyGeneral Motors Powertrain - Uzbekistan CJSCUzbekistanGeneral Motors Powertrain Netherlands B.V.NetherlandsGeneral Motors Research CorporationDelawareGeneral Motors South Africa (Pty) LimitedSouth AfricaGeneral Motors Suisse S.A.SwitzerlandGeneral Motors Taiwan Ltd.Taiwan, Province of ChinaGeneral Motors Technical Centre India Private LimitedIndiaGeneral Motors Thailand Investments, LLCDelawareGeneral Motors Treasury Center, LLCDelawareGeneral Motors Trkiye Limited SirketiTurkeyGeneral Motors UK LimitedEnglandGeneral Motors Uruguay S.A.UruguayGeneral Motors Uzbekistan Closed Joint Stock CompanyUzbekistanGeneral Motors Venezolana, C.A.VenezuelaGeneral Motors Ventures LLCDelawareGeneral Motors Warehousing and Trading (Shanghai) Co. Ltd.ChinaGeneral Motors-Holden's Sales Pty. LimitedAustraliaGenie Mecanique Zairois, S.A.R.L.Congo, The DemocraticRepublicGENERAL MOTORS COMPANYAND SUBSIDIARIES, JOINT VENTURES, AND AFFILIATESOF THE REGISTRANTAS OF DECEMBER 31, 2013Company NameState or Sovereign Power ofIncorporationGeoDigital International Inc.OntarioGlobal Human Body Models Consortium, LLCMichiganGlobal Tooling Service Company Europe LimitedEngland and WalesGM (UK) Pension Trustees LimitedEnglandGM - Isuzu Camiones Andinos de Colombia Ltda.ColombiaGM - ISUZU Camiones Andinos del Ecuador GMICA Ecuador Cia. Ltda.EcuadorGM Administradora de Bens Ltda.BrazilGM APO Holdings, LLCDelawareGM Auslandsprojekte GmbHGermanyGM Auto World Korea Co.Korea, Republic ofGM Automotive Services Belgium NVBelgiumGM Automotive UKEnglandGM Components Holdings, LLCDelawareGM Daewoo UK LimitedEnglandGM Deutschland GmbHGermanyGM Eurometals, Inc.DelawareGM Europe Service GmbHGermanyGM Europe Treasury Company ABSwedenGM Finance Co. Holdings LLCDelawareGM Financial Automobile Receivables Trust 2012-PP1DelawareGM Financial Automobiles Receivables Trust - 2014 PP-1DelawareGM Financial Canada Leasing Ltd.OntarioGM Financial Consumer Discount CompanyPennsylvaniaGM Financial de Mexico, S.A. de C.V. SOFOME N.RMexicoGM Financial Management TrustDelawareGM GEFS HOLDINGS (CHC4) ULCNova ScottiaGM Global Purchasing and Supply Chain Romania SrlRomaniaGM Global Technology Operations LLCDelawareGM Global Tooling Company LLCDelawareGM Holden Ltd.AustraliaGM Holdings U.K. No.1 LimitedEngland and WalesGM Holdings U.K. No.3 LimitedEngland and WalesGM International Sales Ltd.Cayman IslandsGM Inversiones Santiago LimitadaChileGM Investment Trustees LimitedEnglandGM Korea Co., Ltd.Korea, Republic ofGM Korea CompanyKorea, Republic ofGM LAAM Holdings, LLCDelawareGM Nigeria LimitedNigeriaGM Personnel Services, Inc.DelawareGM Plats (Proprietary) LimitedSouth AfricaGM PSA Purchasing Services S.A.BelgiumGENERAL MOTORS COMPANYAND SUBSIDIARIES, JOINT VENTURES, AND AFFILIATESOF THE REGISTRANTAS OF DECEMBER 31, 2013Company NameState or Sovereign Power ofIncorporationGM Purchasing Vauxhall UK LimitedEnglandGM Retirees Pension Trustees LimitedEnglandGM Subsystems Manufacturing, LLCDelawareGM Supplier Receivables LLCDelawareGM Viet Nam Motor Company Ltd.VietnamGM Warranty LLCDelawareGM-AVTOVAZ CJSCRussian FederationGM-DI Leasing LLCDelawareGM-UMI Technology Research and Development Ltd.IsraelGMAC - Instituicao Financeira de Credito, S.A.PortugalGMAC - Prestadora de Servios de Mo-de-Obra Ltda.BrazilGMAC Administradora de Consorcios Ltda.BrazilGMAC Automotriz LimitadaChileGMAC Bank GmbH (German entity)GermanyGMAC Banque S.A.FranceGMAC Colombia S.A. LLCDelawareGMAC Comercial Automotriz Chile S.A.ChileGMAC Continental CorporationDelawareGMAC de Venezela, C.A.VenezuelaGMAC Espana de Financiacion, S.A. UnipersonalSpainGMAC Financial Services ABSwedenGMAC Financial Services GmbHGermanyGMAC Germany GmbH & Co. KGGermanyGMAC HBSwedenGMAC Holding S.A. de C.V.MexicoGMAC Holdings (U.K.) LimitedEnglandGMAC Italia SpAItalyGMAC Leasing B.V. (aka Masterlease Europe)NetherlandsGMAC Leasing GmbH (Austrian entity)AustriaGMAC Leasing GmbH (German entity)GermanyGMAC Management GmbHGermanyGMAC Nederland N.V.NetherlandsGMAC Pan European Auto Receivables Lending (PEARL) B.V.NetherlandsGMAC Real Estate GmbH & Co KGGermanyGMAC Servicios S.A.S.ColombiaGMAC Suisse SASwitzerlandGMAC UK plcEnglandGMACI Corretora de Seguros S.A.BrazilGMAM Absolute Return Strategies Fund, LLCDelawareGMAM Real Estate I, LLCDelawareGMCH&SP Private Equity II L.P.CanadaGMF Automobile Leasing Trust 2013-PPIDelawareGENERAL MOTORS COMPANYAND SUBSIDIARIES, JOINT VENTURES, AND AFFILIATESOF THE REGISTRANTAS OF DECEMBER 31, 2013Company NameState or Sovereign Power ofIncorporationGMF Europe Holdco LimitedUnited KingdomGMF Europe LLPEngland and WalesGMF Floorplan Owner Revolving TrustDelawareGMF Global Assignment LLCDelawareGMF International LLCDelawareGMF Leasing LLCDelawareGMF Leasing Warehousing TrustDelawareGMF Wholesale Receivables LLCDelawareGo Motor Retailing LimitedEngland and WalesGPSC UK LimitedEngland and WalesGrand Pointe Holdings, Inc.MichiganGrand Pointe Park Condominium AssociationMichiganH.S.H. LimitedEngland and WalesHaines & Strange LimitedEngland and WalesHerouville Motors SARLFranceHOLDCORP S.A.EcuadorHolden Employees Superannuation Fund Pty LtdAustraliaHolden New Zealand LimitedNew ZealandHRL Laboratories, LLCDelawareHydrogenics CorporationOntarioIBC Pension Trustees LimitedEnglandIBC Vehicles LimitedEnglandIndustries Mecaniques Maghrebines, S.A.TunisiaInfinite Velocity Automotive, Inc.DelawareISF Internationale Schule Frankfurt-Rhein-Main Geschäftsführungsgesellschaft mbHGermanyISF Internationale Schule Frankfurt-Rhein-Main GmbH & Co. KGGermanyIsuzu Truck South Africa (Pty.) Limited (ITSA)South AfricaIUE-GM National Joint Skill Development and Training CommitteeOhioJeffery (Wandsworth) LimitedEngland and WalesJS Folsom Automotive, Inc.DelawareKalfatra Utveckling ABSwedenKoneyren, Inc.MichiganLakeside Chevrolet Buick GMC Ltd.OntarioLaplante Cadillac Chevrolet Buick GMC Ltd.OntarioLCV Platform Engineering Corp.JapanLease Ownership Cooperative LLCDelawareLidlington Engineering Company, Ltd.DelawareLimited Liability Company "JV Systems"Russian FederationLookers Birmingham LimitedEngland and WalesMAC International FZCOUnited Arab EmiratesMack Buick-GMC, Inc.DelawareMacLeods of Perth LimitedScotlandGENERAL MOTORS COMPANYAND SUBSIDIARIES, JOINT VENTURES, AND AFFILIATESOF THE REGISTRANTAS OF DECEMBER 31, 2013Company NameState or Sovereign Power ofIncorporationManassas Chevrolet, Inc.DelawareMarshall of Ipswich LimitedEngland and WalesMarshall of Peterborough LimitedEngland and WalesMarshall of Stevenage LtdEngland and WalesMascoma CorporationDelawareMaster Lease Germany GmbHGermanyMasterlease Europe Renting, S.L.SpainMerced Chevrolet, Inc.DelawareMillbrook Pension Management LimitedEnglandMonetization of Carve-Out, LLCDelawareMotor Repris Automoció S.L.SpainMotorbodies Luton LimitedEngland and WalesMotors Holding LLCDelawareMotors Properties (Trading) LimitedEngland and WalesMotors Properties LimitedEngland and WalesMulti-Use Lease Entity TrustDelawareMurketts of Cambridge LimitedEngland and WalesNeovia Logistics Supply Chain Services GmbHGermanyNJDOI/GMAM Core Plus Real Estate Investment Program, L.P.DelawareNJDOI/GMAM Opportunistic Real Estate Investment Program, L.P.DelawareNorth American New Cars, Inc.DelawareNovasentis, Inc.DelawareNow Motor Retailing LimitedEngland and WalesOEConnection LLCDelawareOEConnection Manager Corp.DelawareOmnibus BB Transportes, S. A.EcuadorOnStar de Mexico S. de R.L. de C.V.MexicoOnStar Europe Ltd.England and WalesOnStar Global Services CorporationDelawareOnStar Middle East FZ-LLCUnited Arab EmiratesOnStar, LLCDelawareOpel Australia Pty LtdAustraliaOpel Danmark A/SDenmarkOpel Norge ASNorwayOpel Southeast Europe LLCHungaryOpel Special Vehicles GmbHGermanyOpel Sverige ABSwedenOpel Szentgotthard Automotive Manufacturing LtdHungaryOpel Wien GmbHAustriaOpen Synergy GmbHGermanyOT Mobility, Inc.DelawareP. T. Mesin Isuzu IndonesiaIndonesiaGENERAL MOTORS COMPANYAND SUBSIDIARIES, JOINT VENTURES, AND AFFILIATESOF THE REGISTRANTAS OF DECEMBER 31, 2013Company NameState or Sovereign Power ofIncorporationP.T. G M AutoWorld IndonesiaIndonesiaP.T. General Motors IndonesiaIndonesiaPan Asia Technical Automotive Center Company, Ltd.ChinaPearl (Crawley) LimitedEngland and WalesPerformance Equity Management, LLCDelawarePeter Vardy (Perth) LimitedScotlandPIMS Co.DelawarePlan Automotor Ecuatoriano S.A. PlanautomotorEcuadorPowermat Technologies Ltd.IsraelPrinceton Chevrolet, Inc.DelawarePromark Global Advisors LimitedEnglandProSTEP AGGermanyProterra IncDelawarePT. General Motors Indonesia ManufacturingIndonesiaQuantum Fuel Systems Technologies Worldwide, Inc.DelawareRandstad WorkNet GmbHGermanyReeve (Derby) LimitedEngland and WalesReg Vardy (VMC) LimitedEngland and WalesRelayRides, Inc.DelawareRenton Cadillac Pontiac GMC, Inc.DelawareRiverfront Holdings III, Inc.DelawareRiverfront Holdings Phase II, Inc.DelawareRiverfront Holdings, Inc.DelawareRuedas de Aluminio, C.A.VenezuelaS.C. UNION MOTORS CAR SALES S.L.R.RomaniaSaab Automobile ABSwedenSaab Finance LimitedUnited KingdomSaankhya Labs Pvt. Ltd.IndiaSAIC General Motors Investment LimitedChinaSAIC General Motors Sales Company LimitedChinaSAIC GM Wuling Automobile Company LimitedChinaSakti3, Inc.DelawareSalmon Street Ltd.AustraliaSandoval Buick GMC, Inc.DelawareSarmiento 1113 S.A. (en liquidacion)ArgentinaSB (Helston) LimitedEngland and WalesSDC Materials, Inc.DelawareServicios GMAC S.A. de C.V.MexicoSeward (Wessex) LimitedEngland and WalesShanghai Chengxin Used Car Operation and Management Company LimitedChinaShanghai General Motors Corporation Ltd.ChinaShanghai GM (Shenyang) Norsom Motors Co. Ltd..ChinaGENERAL MOTORS COMPANYAND SUBSIDIARIES, JOINT VENTURES, AND AFFILIATESOF THE REGISTRANTAS OF DECEMBER 31, 2013Company NameState or Sovereign Power ofIncorporationShanghai GM Dong Yue Motors Company LimitedChinaShanghai GM Dong Yue Powertrain Company LimitedChinaShanghai OnStar Telematics Co. Ltd.ChinaSherwoods (Darlington) LimitedEngland and WalesSimpson Garden Grove, Inc.DelawareSistemas de Compra Programada Chevrolet, C.A.VenezuelaSkurrays LimitedEnglandSlaters (GM) LimitedEngland and WalesSmokey Point Buick Pontiac GMC, Inc.DelawareSouthern (Merthyr) LimitedEngland and WalesStam-Terberg Autobedrijven B. V.NetherlandsSterling Motor Properties LimitedEngland and WalesSuperior Chevrolet, Inc.DelawareTactus Technology, Inc.DelawareThe NanoSteel Company, Inc.DelawareThurlow Nunn (JV) LimitedEngland and WalesTula Technology, Inc.DelawareTustain Motors LimitedEngland and WalesTÜV NORD Bildung Opel GmbHGermanyUnion Motors Car Sales S.r.l.RomaniaUnited States Advanced Battery Consortium, LLCMichiganUnited States Automotive Materials Partnership, LLCMichiganUnited States Council for Automotive Research LLCMichiganValentine Buick GMC, Inc.DelawareVan Kouwen Automotive I B VNetherlandsVauxhall Defined Contribution Pension Plan Trustees LimitedEngland and WalesVauxhall Motors LimitedEnglandVehicle Asset Universal Leasing TrustDelawareVertu Motors (Chingford) LimitedEngland and WalesVertu Motors (VMC) LimitedEngland and WalesVHC Sub-Holdings (UK)EnglandVickers (Lakeside) LimitedEngland and WalesVision Motors LimitedEngland and WalesVMO Properties LimitedEngland and WalesVRP Venture Capital Rheinland-Pfalz Nr. 2 GmbH & Co. KGGermanyW. Grose Northampton LimitedEngland and WalesWelcome S.R.L.ItalyWheatcroft (Worksop) LimitedEngland and WalesWhitehead (Rochdale) LimitedEngland and WalesWilson & Co. (Motor Sales) LimitedEngland and WalesWind Point Partners III, L.P.DelawareWoodbridge Buick GMC, Inc.DelawareGENERAL MOTORS COMPANYAND SUBSIDIARIES, JOINT VENTURES, AND AFFILIATESOF THE REGISTRANTAS OF DECEMBER 31, 2013Company NameState or Sovereign Power ofIncorporationWRE, Inc.MichiganZona Franca Industrial Colmotores SASColombiaTotal - 463Exhibit 23CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement No. 333-175068 on Form S-8 and Registration Statement No. 333-188153 on Form S-3of our report dated February 6, 2014 relating to the consolidated financial statements of General Motors Company and subsidiaries (the Company) (whichreport expresses an unqualified opinion and includes explanatory paragraphs relating to the adoption of amendments to accounting standards) and our reportdated February 6, 2014 relating to the effectiveness of the Company's internal control over financial reporting, appearing in this Annual Report on Form 10-Kof General Motors Company for the year ended December 31, 2013./S/ DELOITTE & TOUCHE LLPDeloitte & Touche LLPDetroit, MichiganFebruary 6, 2014Exhibit 24POWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Jeffrey W. Shepherd and Anne T. Larin,and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place andstead, in any and all capacities (including my capacity as a director of GM), to sign:SEC Report(s) on Covering Form 10-K Year Ended December 31, 2013and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, herebyratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.Pursuant to the requirements of the Securities Act of 1934, this power of attorney has been executed by the undersigned. /s/ MARY T. BARRA Mary T. Barra January 30, 2014 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Jeffrey W. Shepherd and Anne T. Larin,and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place andstead, in any and all capacities (including my capacity as a director of GM), to sign:SEC Report(s) on Covering Form 10-K Year Ended December 31, 2013and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, herebyratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.Pursuant to the requirements of the Securities Act of 1934, this power of attorney has been executed by the undersigned. /s/ DAVID BONDERMAN David Bonderman January 14, 2014 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Jeffrey W. Shepherd and Anne T. Larin,and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place andstead, in any and all capacities (including my capacity as a director of GM), to sign:SEC Report(s) on Covering Form 10-K Year Ended December 31, 2013and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, herebyratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.Pursuant to the requirements of the Securities Act of 1934, this power of attorney has been executed by the undersigned. /s/ ERROLL B. DAVIS, JR. Erroll B. Davis, Jr. January 14, 2014 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Jeffrey W. Shepherd and Anne T. Larin,and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place andstead, in any and all capacities (including my capacity as a director of GM), to sign:SEC Report(s) on Covering Form 10-K Year Ended December 31, 2013and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, herebyratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.Pursuant to the requirements of the Securities Act of 1934, this power of attorney has been executed by the undersigned. /s/ STEPHEN J. GIRSKY Stephen J. Girsky January 13, 2014 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Jeffrey W. Shepherd and Anne T. Larin,and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place andstead, in any and all capacities (including my capacity as a director of GM), to sign.SEC Report(s) on Covering Form 10-K Year Ended December 31, 2013and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, herebyratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.Pursuant to the requirements of the Securities Act of 1934, this power of attorney has been executed by the undersigned. /s/ E. NEVILLE ISDELL E. Neville Isdell January 14, 2014 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Jeffrey W. Shepherd and Anne T. Larin,and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place andstead, in any and all capacities (including my capacity as a director of GM), to sign:SEC Report(s) on Covering Form 10-K Year Ended December 31, 2013and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, herebyratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.Pursuant to the requirements of the Securities Act of 1934, this power of attorney has been executed by the undersigned. /s/ ROBERT D. KREBS Robert D. Krebs January 14, 2014 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Jeffrey W. Shepherd and Anne T. Larin,and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place andstead, in any and all capacities (including my capacity as a director of GM), to sign:SEC Report(s) on Covering Form 10-K Year Ended December 31, 2013and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, herebyratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.Pursuant to the requirements of the Securities Act of 1934, this power of attorney has been executed by the undersigned. /s/ KATHRYN V. MARINELLO Kathryn V. Marinello January 27, 2014 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Jeffrey W. Shepherd and Anne T. Larin,and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place andstead, in any and all capacities (including my capacity as a director of GM), to sign:SEC Report(s) on Covering Form 10-K Year Ended December 31, 2013and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, herebyratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.Pursuant to the requirements of the Securities Act of 1934, this power of attorney has been executed by the undersigned. /s/ ADMIRAL MICHAEL G. MULLEN, USN (ret.) Admiral Michael G. Mullen, USN (ret.) January 14, 2014 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Jeffrey W. Shepherd and Anne T. Larin,and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place andstead, in any and all capacities (including my capacity as a director of GM), to sign:SEC Report(s) on Covering Form 10-K Year Ended December 31, 2013and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, herebyratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.Pursuant to the requirements of the Securities Act of 1934, this power of attorney has been executed by the undersigned. /s/ JAMES J. MULVA James J. Mulva January 14, 2014 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Jeffrey W. Shepherd and Anne T. Larin,and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place andstead, in any and all capacities (including my capacity as a director of GM), to sign:SEC Report(s) on Covering Form 10-K Year Ended December 31, 2013and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, herebyratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.Pursuant to the requirements of the Securities Act of 1934, this power of attorney has been executed by the undersigned. /s/ PATRICIA F. RUSSO Patricia F. Russo January 14, 2014 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Jeffrey W. Shepherd and Anne T. Larin,and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place andstead, in any and all capacities (including my capacity as a director of GM), to sign:SEC Report(s) on Covering Form 10-K Year Ended December 31, 2013and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, herebyratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.Pursuant to the requirements of the Securities Act of 1934, this power of attorney has been executed by the undersigned. /s/ THOMAS M. SCHOEWE Thomas M. Schoewe January 14, 2014 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Jeffrey W. Shepherd and Anne T. Larin,and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place andstead, in any and all capacities (including my capacity as a director of GM), to sign:SEC Report(s) on Covering Form 10-K Year Ended December 31, 2013and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, herebyratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.Pursuant to the requirements of the Securities Act of 1934, this power of attorney has been executed by the undersigned. /s/ THEODORE M. SOLSO Theodore M. Solso January 14, 2014 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Jeffrey W. Shepherd and Anne T. Larin,and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place andstead, in any and all capacities (including my capacity as a director of GM), to sign:SEC Report(s) on Covering Form 10-K Year Ended December 31, 2013and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, herebyratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.Pursuant to the requirements of the Securities Act of 1934, this power of attorney has been executed by the undersigned. /s/ CAROL M. STEPHENSON Carol M. Stephenson January 30, 2014 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Jeffrey W. Shepherd and Anne T. Larin,and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place andstead, in any and all capacities (including my capacity as a director of GM), to sign:SEC Report(s) on Covering Form 10-K Year Ended December 31, 2013and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each andevery act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, herebyratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or my substitute or substitutes, may lawfully do or cause to be doneby virtue hereof.Pursuant to the requirements of the Securities Act of 1934, this power of attorney has been executed by the undersigned. /s/ DR. CYNTHIA A. TELLES Dr. Cynthia A. Telles January 14, 2014 DateGENERAL MOTORS COMPANY AND SUBSIDIARIESExhibit 31.1CERTIFICATIONI, Mary T. Barra, certify that:1. I have reviewed this Annual Report on Form 10-K of General Motors Company;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting; and5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons performing the equivalent functions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant's ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting. /s/ MARY T. BARRA Mary T. BarraChief Executive Officer Date:February 6, 2014 GENERAL MOTORS COMPANY AND SUBSIDIARIESExhibit 31.2CERTIFICATIONI, Charles K. Stevens III, certify that:1. I have reviewed this Annual Report on Form 10-K of General Motors Company;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting; and5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons performing the equivalent functions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant's ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting. /s/ CHARLES K. STEVENS III Charles K. Stevens IIIExecutive Vice President and ChiefFinancial Officer Date:February 6, 2014 GENERAL MOTORS COMPANY AND SUBSIDIARIESExhibit 32CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report of General Motors Company (the “Company”) on Form 10-K for the period ended December 31, 2013 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of such officer's knowledge:1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ MARY T. BARRA Mary T. BarraChief Executive Officer /s/ CHARLES K. STEVENS III Charles K. Stevens IIIExecutive Vice President and ChiefFinancial Officer Date:February 6, 2014 Exhibit 99.1EXECUTIVE PRIVILEGES AND COMPENSATION CERTIFICATEFebruary 6, 2014This certificate is delivered pursuant to Section 111 of the Emergency Economic Stabilization ACT of 2008 (“EESA”), asamended by the American Recovery and Reinvestment Act of 2009 (“ARRA”).The undersigned hereby certify, to the best of their knowledge in their capacities as Principal Executive Officer and PrincipalFinancial Officer of General Motors Holdings LLC, and not in their individual capacities, as follows:(i)On March 18, 2013 and November 18, 2013, the Executive Compensation Committee of the Board of Directors ofGeneral Motors Company (the “Compensation Committee”) discussed, reviewed, and evaluated with the senior risk officersenior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose toGeneral Motors Holdings LLC;(ii)The Compensation Committee has identified and limited during the period beginning on January 1, 2013 and ending onDecember 9, 2013 any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessiverisks that could threaten the value of General Motors Holdings LLC and has identified any features of the employeecompensation plans that pose risks to General Motors Holdings LLC and has limited those features to ensure that GeneralMotors Holdings LLC is not unnecessarily exposed to risks;(iii)On March 18, 2013 and November 18, 2013, the Compensation Committee reviewed the terms of each employeecompensation plan and identified any features of the plan that could encourage the manipulation of reported earnings ofGeneral Motors Holdings LLC to enhance the compensation of an employee and has limited any such features;(iv)On March 28, 2013, the Compensation Committee certified to the reviews of the SEO compensation plans and employeecompensation 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(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten thevalue of General Motors Holdings LLC;(B) Employee compensation plans that unnecessarily expose General Motors Holdings LLC to risks; and(C) Employee compensation plans that could encourage the manipulation of reported earnings of General MotorsHoldings LLC to enhance the compensation of an employee;(vi)General Motors Holdings LLC has required that bonus payments to SEOs or any of the next twenty most highlycompensated employees, as defined in the regulations and guidance established under section 111 of EESA (bonuspayments), be subject to a recovery or ‘‘clawback’’ provision during the period beginning on January 1, 2013 and ending onDecember 9, 2013 if the1 of 3bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performancemetric criteria;(vii)General Motors Holdings LLC has prohibited any golden parachute payment, as defined in the regulations and guidanceestablished under section 111 of EESA, to a SEO or any of the next five most highly compensated employees during theperiod beginning on January 1, 2013 and ending on December 9, 2013;(viii)General Motors Holdings LLC has limited bonus payments to its applicable employees in accordance with section 111 ofEESA and the regulations and guidance established thereunder during the period beginning on January 1, 2013 and endingon December 9, 2013 and has received or is in the process of receiving approvals from the Office of the Special Master forTARP Executive Compensation for compensation payments and structures as required under the regulations and guidanceestablished under section 111 of EESA, and has not made any payments inconsistent with those approved payments andstructures;(ix)General Motors Holdings LLC and its employees have complied with the excessive or luxury expenditures policy, asdefined 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 ofDirectors of General Motors Company, a committee of the Board of Directors of General Motors Company, an SEO, or anexecutive officer with a similar level of responsibility, were properly approved;(x)General Motors Company will permit a non-binding shareholder resolution in compliance with any applicable Federalsecurities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensationpaid 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 periodbeginning on January 1, 2013 and ending on December 9, 2013, of any perquisites, as defined in the regulations andguidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to thebonus payment limitations identified in paragraph (viii);(xii)General Motors Holdings LLC, will disclose whether General Motors Holdings LLC, the Board of Directors of GeneralMotors Company, or the Compensation Committee has engaged during the period beginning on January 1, 2013 and endingon December 9, 2013 a compensation consultant; and the services the compensation consultant or any affiliate of thecompensation consultant provided during this period;(xiii)General Motors Holdings LLC has prohibited the payment of any gross-ups, as defined in the regulations and guidanceestablished under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during theperiod 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 thatare provided in the agreement between General Motors Holdings LLC and Treasury, including any amendments;2 of 3(xv)General Motors Holdings LLC has submitted to Treasury a complete and accurate list of the SEOs and the twenty nextmost highly compensated employees for the 2013 fiscal year, with the non-SEOs ranked in descending order of level ofannual compensation, and with the name, title, and employer of each SEO and most highly compensated employeeidentified; and(xvi)I understand that a knowing and willful false or fraudulent statement made in connection with this certification may bepunished by fine, imprisonment, or both.The foregoing certification is made and delivered in our capacities described above for and on behalf of General Motors Holdings LLC asof the date first written above. GENERAL MOTORS HOLDINGS LLC By:/s/ MARY T. BARRA Mary T. BarraPrincipal Executive Officer By:/s/ CHARLES K. STEVENS III Charles K. Stevens IIIPrincipal Financial Officer 3 of 3

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