General Motors
Annual Report 2015

Plain-text annual report

Table of ContentsUNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549-1004Form 10-KþANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015OR¨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 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 þ 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 þIndicate 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 12months (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 þ 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 þ No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to thebest of registrant’s knowledge, 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. þIndicate 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 “largeaccelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨Do not check if a 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 þThe 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 $52.4 billion as of June 30, 2015.As of January 27, 2016 the number of shares outstanding of common stock was 1,544,492,608 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.Business1Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments18Item 2.Properties18Item 3.Legal Proceedings18Item 4.Mine Safety Disclosures18PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities19Item 6.Selected Financial Data19Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item 7A.Quantitative and Qualitative Disclosures About Market Risk45Item 8.Financial Statements and Supplementary Data52 Consolidated Income Statements52 Consolidated Statements of Comprehensive Income53 Consolidated Balance Sheets54 Consolidated Statements of Cash Flows55 Consolidated Statements of Equity56 Notes to Consolidated Financial Statements57 Note 1.Nature of Operations and Basis of Presentation57 Note 2.Significant Accounting Policies57 Note 3.Marketable Securities64 Note 4.GM Financial Receivables, net65 Note 5.Inventories67 Note 6.Equipment on Operating Leases, net67 Note 7.Equity in Net Assets of Nonconsolidated Affiliates68 Note 8.Property, net70 Note 9.Goodwill and Intangible Assets, net71 Note 10.Variable Interest Entities72 Note 11.Accrued Liabilities and Other Liabilities72 Note 12.Short-Term and Long-Term Debt73 Note 13.Pensions and Other Postretirement Benefits77 Note 14.Derivative Financial Instruments83 Note 15.Commitments and Contingencies83 Note 16.Income Taxes91 Note 17.Restructuring and Other Initiatives94 Note 18.Interest Income and Other Non-Operating Income, net95 Note 19.Stockholders’ Equity and Noncontrolling Interests96 Note 20.Earnings Per Share97 Note 21.Stock Incentive Plans98 Note 22.Supplementary Quarterly Financial Information (Unaudited)100 Note 23.Segment Reporting101 Note 24.Supplemental Information for the Consolidated Statements of Cash Flows103 Note 25.Subsequent Events104 PageItem 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure105Item 9A.Controls and Procedures105Item 9B.Other Information105PART IIIItem 10.Directors, Executive Officers and Corporate Governance106Item 11.Executive Compensation106Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters106Item 13.Certain Relationships and Related Transactions and Director Independence106Item 14.Principal Accountant Fees and Services106PART IVItem 15.Exhibits107Signatures 110Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESPART IItem 1. BusinessGeneral Motors Company (sometimes referred to as we, our, us, ourselves, the Company, General Motors, or GM) was incorporated as a Delawarecorporation in 2009. We design, build and sell cars, trucks, crossovers and automobile parts worldwide. We also provide automotive financing servicesthrough General Motors Financial Company, 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).GMNA primarily meets the demands of customers in North America with vehicles developed, manufactured and/or marketed under the Buick, Cadillac,Chevrolet and GMC brands. The demands of customers outside North America are primarily met with vehicles developed, manufactured and/or marketedunder the Buick, Cadillac, Chevrolet, GMC, Holden, Opel and Vauxhall brands. We also have equity ownership stakes directly or indirectly in entitiesthrough various regional subsidiaries, primarily in Asia. These companies design, manufacture and market vehicles under the Baojun, Buick, Cadillac,Chevrolet, Jiefang and Wuling brands.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 PositionThe global automotive industry is highly competitive. The principal factors that determine consumer vehicle preferences in the markets in which weoperate include overall vehicle design, price, quality, available options, safety, reliability, fuel economy and functionality. Market leadership in individualcountries in which we compete varies widely.Vehicle SalesWe present both wholesale and retail vehicle sales data to assist in the analysis of our revenue and our market share. We do not currently export vehicles toCuba, Iran, North Korea, Sudan or Syria. Accordingly these countries are excluded from industry sales data in the tables below and correspondingcalculations of our market share.Wholesale Vehicle SalesWholesale vehicle sales data, which represents sales directly to dealers and others, is the measure that correlates to our revenue from the sale of vehicles,which is the largest component of Automotive net sales and revenue. Wholesale vehicle sales exclude vehicles produced by joint ventures. We estimate ourglobal breakeven point, excluding joint ventures selling automobiles in China (Automotive China JVs), to be approximately 4.5 million annual wholesalevehicle sales. In the year ended December 31, 2015, 48.3% of our wholesale vehicle sales volume was generated outside the U.S. The following tablesummarizes total wholesale vehicle sales of new vehicles by automotive segment (vehicles in thousands): Years ended December 31, 2015 2014 2013GMNA3,558 60.5% 3,320 55.0% 3,276 51.1%GME1,127 19.2% 1,172 19.4% 1,163 18.1%GMIO588 10.0% 655 10.9% 921 14.4%GMSA603 10.3% 886 14.7% 1,053 16.4%Worldwide5,876 100.0% 6,033 100.0% 6,413 100.0%Retail Vehicle Sales1Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESRetail vehicle sales data, which represents sales to the end customers based upon the good faith estimates of management, including fleets, does notcorrelate directly to the revenue we recognize during the period. However retail vehicle sales data is indicative of the underlying demand for our vehicles.Market share information is based primarily on retail vehicle sales volume. In countries where retail vehicle sales data is not readily available other datasources, such as wholesale or forecast volumes, are used to estimate sales to the end customers.Retail vehicle sales data includes all sales by joint ventures on a total vehicle basis, not based on the percentage of ownership in the joint venture. Certainjoint venture agreements in China allow for the contractual right to report vehicle sales of non-GM trademarked vehicles by those joint ventures. Retailvehicle sales data includes vehicles sold through the dealer registration channel (primarily in Europe). This sales channel consists primarily of dealerdemonstrator, loaner and self-registered vehicles. These vehicles are not eligible to be sold as new vehicles after being registered by dealers. Certain fleetsales that are accounted for as operating leases are included in retail vehicle sales at the time of delivery to the daily rental car companies. The followingtable summarizes total industry retail sales, or estimated sales where retail sales volume is not available, of new vehicles and our related competitive positionby geographic region (vehicles in thousands): Years Ended December 31, 2015 2014 2013 Industry GM MarketShare Industry GM MarketShare Industry GM MarketShareNorth America United States17,852 3,082 17.3% 16,859 2,935 17.4% 15,894 2,786 17.5%Other3,666 530 14.5% 3,345 478 14.3% 3,196 448 14.0%Total North America21,518 3,612 16.8% 20,204 3,413 16.9% 19,090 3,234 16.9%Europe Germany3,540 244 6.9% 3,357 237 7.1% 3,258 242 7.4%United Kingdom3,063 312 10.2% 2,845 305 10.7% 2,597 301 11.6%Russia1,622 68 4.2% 2,540 189 7.5% 2,834 258 9.1%Other11,064 552 5.0% 9,963 525 5.3% 9,715 592 6.1%Total Europe19,289 1,176 6.1% 18,705 1,256 6.7% 18,404 1,393 7.6%Asia/Pacific, Middle East and Africa China(a)25,054 3,730 14.9% 24,035 3,540 14.7% 22,202 3,160 14.2%Other18,943 795 4.2% 19,137 838 4.4% 19,035 890 4.7%Total Asia/Pacific, Middle East andAfrica43,997 4,525 10.3% 43,172 4,378 10.1% 41,237 4,050 9.8%South America Brazil2,568 388 15.1% 3,498 579 16.6% 3,767 650 17.3%Other1,613 257 15.9% 1,817 299 16.5% 2,171 387 17.8%Total South America4,181 645 15.4% 5,315 878 16.5% 5,938 1,037 17.5%Total Worldwide88,985 9,958 11.2% 87,396 9,925 11.4% 84,669 9,714 11.5%United States Cars7,566 931 12.3% 7,688 1,085 14.1% 7,556 1,067 14.1%Trucks5,184 1,274 24.6% 4,754 1,113 23.4% 4,247 998 23.5%Crossovers5,102 877 17.2% 4,417 737 16.7% 4,091 721 17.6%Total U.S.17,852 3,082 17.3% 16,859 2,935 17.4% 15,894 2,786 17.5%China SGMS 1,711 1,710 1,516 SGMW and FAW-GM 2,019 1,830 1,644 Total China25,054 3,730 14.9% 24,035 3,540 14.7% 22,202 3,160 14.2%2Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES__________(a)Our China sales include the Automotive China JVs SAIC General Motors Sales Co., Ltd. (SGMS), SAIC-GM-Wuling Automobile Co., Ltd. (SGMW) and FAW-GM LightDuty Commercial Vehicle Co., Ltd. (FAW-GM). End customer data is not readily available for the industry; therefore, wholesale volumes were used for Industry, GM andMarket Share. Our retail sales in China were 3,613; 3,435 and 3,082 in the years ended December 31, 2015, 2014 and 2013.In the year ended December 31, 2015 we estimate we had the largest market share in North America and South America, the number two market share in theAsia/Pacific, Middle East and Africa region, which included the largest market share in China, and the number seven market share in Europe. In the yearended December 31, 2015 the Asia/Pacific, Middle East and Africa region was our largest region by retail vehicle sales volume and represented 45.4% of ourglobal retail vehicle sales.Our retail vehicle sales volumes in the year ended December 31, 2015 grew at a slightly slower pace than the overall industry, resulting in a 0.2 percentagepoint industry share decline. Our market share decreased due primarily to the change of our business model in Russia, our vehicle price increases in Braziland our planned reduction of fleet sales in the U.S., (refer to the "Overview" section of Management's Discussion and Analysis of Financial Condition andResults of Operations (MD&A) for detail), partially offset by our market share increase in China driven by strong performance of existing products andsuccessful new launches including new sport utility vehicles (SUVs), Cadillac vehicles and multipurpose vehicles. Our retail vehicle sales volumes in theyear ended December 31, 2014 grew at a slightly slower pace than the overall industry, resulting in a 0.1 percentage point industry share decline. Our marketshare decreased due primarily to the withdrawal of the Chevrolet brand from Europe and economic conditions and competitive environment in Brazil,partially offset by our market share increase in China driven by improved performance of existing products and successful launches of new vehicles.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. GAAPwith no recognition of revenue at the date of initial delivery due to guaranteed repurchase obligations. The following table summarizes estimated fleet salesand those sales as a percentage of total retail vehicle sales (vehicles in thousands): Years Ended December 31, 2015 2014 2013GMNA795 814 758GME544 505 490GMIO345 414 415GMSA121 176 184Total fleet sales1,805 1,909 1,847 Fleet sales as a percentage of total retail vehicle sales18.1% 19.2% 19.0%The following table summarizes U.S. fleet sales (vehicles in thousands): Years Ended December 31, 2015 2014 2013Daily rental sales400 449 439Other fleet sales278 255 217Total fleet sales678 704 656Fleet sales as a percentage of total U.S. retail vehicle sales Cars29.3% 29.5% 26.4%Trucks19.7% 21.8% 24.2%Crossovers17.5% 19.1% 18.6%Total vehicles22.0% 24.0% 23.6%Product Pricing3Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESSeveral 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.In 2016 we plan to continue to price vehicles competitively, including offering incentives as required. We believe this strategy, coupled with soundinventory management, will continue to strengthen the reputation of our brands.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 marketentries. 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, 2015 December 31, 2014 December 31, 2013GMNA4,886 4,908 4,946GME6,330 6,633 7,087GMIO7,755 7,699 7,472GMSA1,281 1,272 1,201Total worldwide20,252 20,512 20,706We 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 wholesaleprices and 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 ata single dealership in a number of our markets in order to enhance dealer profitability. Authorized dealers offer parts, accessories, service and repairs for GMvehicles in the product lines that they sell using GM parts and accessories. Our dealers are authorized to service GM vehicles under our limited warrantyprogram and those repairs are to be made only with GM parts. Our dealers generally provide their customers access to credit or lease financing, vehicleinsurance and extended service contracts provided by GM 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 andstate franchise laws that may supersede those contractual terms and impose specific regulatory requirements and standards for initiating dealer networkchanges, pursuing terminations for cause and other contractual matters.Research, Product and Business 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, the safety of drivers andpassengers, urban mobility and autonomous vehicles. In the years ended December 31, 2015, 2014 and 2013 research and development expenses were $7.5billion, $7.4 billion and $7.2 billion.Product DevelopmentThe Product Development organization is responsible for designing and integrating vehicle and powertrain components to maximize part sharing acrossmultiple vehicle segments. Global teams in Design, Program Management, Component & Subsystem Engineering, Product Integrity, Powertrain andPurchasing & Supply Chain collaborate to meet customer requirements and maximize global economies of scale.Our global vehicle architecture development has been consolidated and headquartered at our Global Technical Center in Warren, Michigan, to further thestandardization of our overall vehicle development process. Cross-segment part sharing is an essential4Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESenabler to our Vehicle Set Strategy, designed to reduce our overall number of global vehicle architectures to four major vehicle sets. As we implement thefour vehicle sets, we will continue to leverage our current architecture portfolio to accommodate our customers around the world while achieving ourfinancial goals.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, full hybrid,extended range and battery electric vehicles. We currently offer five models in the U.S. featuring some form of electrification and continue to develop plug-inhybrid electric vehicle (PHEV) technology and extended range electric vehicles such as the Chevrolet Volt and Cadillac ELR. In 2015 we introduced thesecond-generation Chevrolet Volt. We also debuted the Chevrolet Bolt EV concept at the 2015 North American International Auto Show in Detroit,Michigan and the Cadillac CT6 PHEV at the 2015 Shanghai Auto Show. The Bolt EV will be an all-electric vehicle when it goes into production at our OrionAssembly plant in late 2016, providing more than 200 miles of range on a full charge.OnStar, LLCOnStar, LLC (OnStar) is a wholly-owned subsidiary of GM serving more than 6.6 million subscribers in the U.S., Canada, Mexico, China (through a jointventure) and selected markets in Europe (launched in August 2015). OnStar is a provider of connected safety, security and mobility solutions and advancedinformation technology and is available on the majority of our 2016 model year vehicles. OnStar's key services include automatic crash response, stolenvehicle assistance, remote door unlock, turn-by-turn navigation, vehicle diagnostics, hands-free calling and 4G LTE wireless connectivity.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 offers a mobile application to provide subscribers withup-to-date vehicle information such as oil level, tire pressure and fuel level as well as remote start, remote door lock and unlock and navigation services froma mobile phone.Car- and Ride-SharingIn January 2016 we announced the next step in our strategy to redefine personal mobility with a new car-sharing service called Maven, which combines ourmultiple car-sharing programs under a single brand and will expand its offerings to multiple cities and communities across the U.S. Maven gives customersaccess to highly personalized, on-demand mobility services. In January 2016 we purchased a 9% equity ownership interest in Lyft, Inc. (Lyft), a privatelyheld company, for $0.5 billion, which we will leverage to expand our ride-sharing offerings. We also plan to develop with Lyft an integrated network of on-demand autonomous vehicles in the U.S.Autonomous TechnologyWe see automation and autonomous technology leading to significant advances in convenience, mobility and safety, since more than 90% of crashes arecaused by driver error. We have millions of miles of real-world experience with embedded connectivity through OnStar and advanced safety features that arethe building blocks to more advanced automation features and eventually to fully autonomous vehicles. An example of an advanced automation is SuperCruise, a hands-free driving customer convenience feature that we expect to debut in 2017 on the Cadillac CT6 sedan. We are also working on autonomoussystems and in 2016 plan to demonstrate the capabilities of a fleet of Chevrolet Volts on our 20,000-employee Global Technical Center campus. Thesevehicles will be ordered by a mobile phone application to go to the requested location and drive employees to their destination.Alternative Fuel VehiclesWe believe alternative fuels offer significant potential to reduce petroleum consumption in the transportation sector. By leveraging experience andcapability developed around these technologies in our global operations we continue to develop FlexFuel vehicles that can run on gasoline-ethanol blendfuels as well as vehicles that run on compressed natural gas (CNG) and liquefied petroleum gas (LPG).We currently offer 12 FlexFuel vehicles in the U.S. for the 2016 model year to retail customers plus an additional seven models to fleet and commercialcustomers capable of operating on gasoline, E85 ethanol or any combination of the two. We continue to study the future role FlexFuel vehicles may play inthe U.S. in light of recent regulatory developments and the rate of development5Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESof the refueling infrastructure. In Brazil a substantial majority of vehicles sold were FlexFuel vehicles capable of running on 100% ethanol blends. We alsomarket FlexFuel vehicles in other global markets where biofuels have emerged in the marketplace.We produce CNG bi-fuel capable vehicles in Europe such as the Opel Zafira and in the U.S. with the Chevrolet Express and GMC Savana full-size vans(fleet and commercial customers) and the Chevrolet Silverado and GMC Sierra 2500 HD pick-up trucks (commercial and retail customers) that are capable ofswitching between gasoline or diesel and CNG. In addition we offer the CNG bi-fuel Chevrolet Impala full-size sedan to both fleet and retail markets in theU.S. We offer LPG capable vehicles globally in select markets reflecting the infrastructure, regulatory focus and natural resource availability of the markets inwhich they are sold.We support the development of biodiesel blend fuels, which are alternative diesel fuels produced from renewable sources, and we provide biodieselcapabilities in other markets reflecting the availability of biodiesel blend fuels.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 morethan 3 million miles of real-world driving by consumers, celebrities, business partners and government agencies. These programs are helping us identifyconsumer and infrastructure needs to understand the business case for potential production of vehicles with this technology.GM and Honda Motor Company entered into a long-term agreement to co-develop a next-generation fuel cell system and hydrogen storage technologies,aiming for the 2020 timeframe. The collaboration expects to succeed by sharing expertise, economies of scale and common sourcing strategies and buildsupon GM's and Honda Motor Company's strengths as leaders in hydrogen fuel cell technology.Fuel EfficiencyWe are fully committed to improving fuel efficiency and meeting regulatory standards through a combination of strategies including: (1) extensivetechnology improvements to conventional powertrains; (2) increased use of smaller displacement engines and improved and advanced automatictransmissions; and (3) vehicle improvements including increased use of lighter, front-wheel drive architectures.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 thesepatents are individually material to our business as a whole, these patents are very important to our operations and continued technological development. Wehold a number of 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 primarily include steel, aluminum, resins, copper, lead and platinum group metals. We have not experiencedany significant shortages of raw materials and normally do not carry substantial inventories of such raw materials in excess of levels reasonably required tomeet 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. Combinedpurchases from our two largest suppliers have ranged from approximately 10% to 11% of our total purchases in the years ended December 31, 2015, 2014 and2013.Environmental and Regulatory MattersAutomotive Emissions Control6Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESWe 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 and in-use compliance monitoring may increase warranty costs and the likelihood of recall. Emissionand OBD requirements become more stringent each year as vehicles must meet lower emission standards and new diagnostics are required throughout theworld without harmonization of global regulations. Zero emission vehicle (ZEV) requirements have been adopted by some U.S. states and there is thepossibility that additional jurisdictions could adopt ZEV requirements in the future. While we believe all our products are designed and manufactured inmaterial compliance with vehicle emissions requirements, regulatory authorities may conduct ongoing evaluations of the emissions compliance of productsfrom all manufacturers. This includes vehicle emissions testing, including CO2 and nitrogen oxide emissions testing in Europe, and review of emissioncontrol strategies.U.S. and CanadaThe 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 vehicle emission requirements are generally aligned with the U.S. federal requirements. Each modelyear we must obtain certification for each test group that our vehicles will meet emission requirements from the U.S. Environmental Protection Agency (EPA)before we can sell vehicles in the U.S. and Canada and from the California Air Resources Board (CARB) before we can sell vehicles in California and otherstates that have adopted the California emissions requirements.CARB's latest emission requirements include more stringent exhaust emission and evaporative emission standards including an increase in ZEVs offeredby the same automaker such as electric and hydrogen fuel cell vehicles. CARB has adopted 2018 model year and later requirements for increasing volumes ofZEVs to achieve greenhouse gas as well as criteria pollutant emission reductions to help achieve the state's long-term greenhouse gas reduction goals. TheEPA has adopted similar exhaust emission and evaporative emission standards which phase in with the 2017 model year, but do not include ZEVrequirements. These new requirements will also increase the time and mileage periods over which manufacturers are responsible for a vehicle's emissionperformance.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 currently have these standards in effect and 10 of these 13 states have adopted the ZEV requirements. TheProvince of Quebec has also announced its intention to adopt a ZEV requirement.European UnionEmissions are regulated by the European Commission (EC) and by governmental authorities in each European Union Member State (EU Member States).The EC imposes emission control requirements on vehicles sold in all 28 EU Member States. We must demonstrate that vehicles will meet emissionrequirements from an approval authority in one EU Member State before we can sell vehicles in any EU Member States. The regulatory requirements includerandom testing of newly assembled vehicles and a manufacturer in-use surveillance program. The European Union requirements are equivalent in terms ofstringency and implementation to the framework of the United Nations Economic Commission for Europe.The existing level of exhaust emission standards for cars and light-duty trucks, Euro 6, was effective in 2014 for new vehicle approvals and 2015 for newvehicle registrations. Future European Union emission standards focus particularly on further reducing emissions from diesel vehicles by introducing newtesting criteria based on “real world driving” emissions (RDE). RDE tests will become effective in 2017. The new requirements will require additionaltechnologies and further increase the cost of diesel engines, which currently cost more than gasoline engines. To comply with RDE tests we expect that wewill need to implement technologies identical to those already in production to meet U.S. emission standards. These technologies will put additional costpressures on the already challenging European Union market for small and mid-size diesel vehicles. Gasoline engines are also affected by the newrequirements. The measures for gasoline vehicles that require technology to reduce exhaust pollutant emissions will have adverse effects on vehicle fueleconomy which drives additional technology cost to maintain fuel economy.In addition, increased scrutiny of compliance with emissions standards following the well-publicized emissions scandal involving an unrelated automotivemanufacturer may result in changes to these standards, including the implementation of RDE tests, as well as stricter interpretations of these standards andmore rigorous enforcement. This may lead to increased costs, penalties, negative publicity or reputation impact for us. Refer to Item 1A. Risk Factors forfurther discussion of these risks.7Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESIn the long-term, we expect that the EC will continue devising regulatory requirements on the emission test cycle, real driving emission, low temperaturetesting, fuel evaporation and OBD.ChinaChina has implemented European type China 4 standards nationally with European OBD requirements for all newly registered vehicles. Cities such asBeijing, Shanghai and Guangzhou each currently require China 5 standards for newly registered vehicles. In total 11 eastern municipalities and provinceswill require China 5 standards prior to nationwide implementation in 2017. The China 5 standards include more stringent emission requirements and increasethe time and mileage periods over which manufacturers are responsible for a vehicle's emission performance. China is considering a unique China 6 emissionstandard with the potential to combine elements of European and U.S. standards. Local implementation is expected as early as 2019.Automotive Fuel EconomyU.S. and CanadaCorporate Average Fuel Economy (CAFE) reporting is required for three separate fleets: domestically produced cars, imported cars and light-duty trucks.Both car and light-duty truck standards were established using targets for various vehicle sizes and vehicle model sales volumes. In 2016 our domestic carstandard is estimated to be 36.2 mpg, our import car standard is estimated to be 40.0 mpg, and our light-duty truck standard is estimated to be 27.1 mpg. Ourcurrent product plan is expected to be compliant with the federal CAFE program through the 2016 model year. In addition to federal CAFE the EPA requirescompliance with greenhouse gas requirements that are similar to the CAFE program. Our current product plan is expected to be compliant with the federalgreenhouse gas program through the 2016 model year. CARB has agreed that compliance with the federal program is deemed to be compliant with theCalifornia program for the 2012 through 2016 model years. Although Canada has no parallel CAFE-style fuel economy regulations there are Canadiangreenhouse gas regulations that are aligned with the U.S. EPA regulations and the Canadian fleets are expected to be compliant with the Canadianregulations through the 2016 model year.EuropeThe EU has implemented legislation regulating fleet average CO2 emissions in Europe and has adopted an even more stringent fleet average CO2 target for2020. Requirements must be met through the introduction of CO2 reducing technologies on conventional gasoline and diesel engines or through ultra-lowCO2 vehicles. We are developing a compliance plan by adopting operational CO2 targets for each market entry in Europe. The EC will also devise regulatoryrequirements on the CO2 emission test cycle as of 2017.ChinaChina has both an individual vehicle pass-fail type approval requirement based on Phase 2 standards and a fleet fuel consumption requirement based onPhase 3 standards based on vehicle curb weight for the 2012 through 2015 calendar years. Implementation began in 2012 with full compliance to6.9L/100km required by 2015. China has continued subsidies for fuel efficient vehicles, plug-in hybrid, battery electric and fuel cell vehicles. China is nowworking on a more aggressive Phase 4 fleet fuel consumption standard that is expected to apply beginning in 2016 with full compliance to 5.0L/100kmrequired by 2020.Industrial Environmental ControlOur operations are subject to a wide range of environmental protection laws including those regulating air emissions, water discharge, waste managementand environmental cleanup. Certain environmental statutes require that responsible parties fund remediation actions regardless of fault, legality of originaldisposal or ownership of a disposal site. Under certain circumstances these laws impose joint and several liability as well as liability for related damages tonatural resources. Refer to Note 15 to our consolidated financial statements for additional information on environmental matters including site remediation.To mitigate the effects our worldwide operations have on the environment and reduce greenhouse gas emissions associated with waste disposal, we arecommitted to converting as many of our worldwide operations as possible to landfill-free operations. At December 31, 2015, 90 (or approximately 50%) ofour manufacturing operations were landfill-free. Additionally we have 41 non-manufacturing operations that are landfill-free. At our landfill-freemanufacturing operations approximately 89% of waste materials are reused or recycled and 9% are converted to energy at waste-to-energy facilities.Including construction, demolition and remediation wastes, we estimate that we reused, recycled or composted over 2 million metric tons of waste materialsat our global8Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESmanufacturing operations, converted over 140,000 metric tons of waste materials to energy at waste-to-energy facilities and avoided approximately 9 millionmetric tons of greenhouse gas emissions in the year ended December 31, 2015.In addition to minimizing our impact on the environment our landfill-free program and total waste reduction commitments generate revenue from the saleof production by-products, reduce our use of material, reduce our carbon footprint and help to reduce the risks and financial liabilities associated with wastedisposal.We continue to search for ways to increase our use of renewable energy and improve our energy efficiency. At December 31, 2015 we had implementedprojects globally that had increased our total renewable energy capacity to over 105 megawatts. In 2015 we also met the EPA Energy Star Challenge forIndustry (EPA Challenge) at seven of our sites globally by reducing energy intensity an average of 22% at these sites. To meet the EPA Challenge industrialsites must reduce energy intensity by 10% in five years or fewer. Three of the sites achieved the goal for the first time, bringing the total number of GM-owned sites to have met the EPA Challenge to 73, with many sites achieving the goal multiple times. These efforts minimize our utility expenses and are partof our approach to addressing climate change through setting a greenhouse gas emissions reduction target, collecting accurate data, following our businessplan and publicly reporting progress against our target.Chemical RegulationsWe continually monitor the implementation of chemical regulations to maintain compliance and evaluate their effect on our business, suppliers and theautomotive industry.U.S. and CanadaGovernmental agencies in both the U.S. and Canada continue to introduce new regulations and legislation related to the selection and use of chemicals orsubstances of concern by mandating broad prohibitions, green chemistry, life cycle analysis and product stewardship initiatives. These initiatives give broadregulatory authority to ban or restrict the use of certain chemical substances and potentially affect automobile manufacturers' responsibilities for vehiclecomponents at the end of a vehicle's life, as well as chemical selection for product development and manufacturing. Chemical restrictions in Canada areprogressing more rapidly than in the U.S. as a result of Environment Canada’s Chemical Management Plan to assess existing substances and implement riskmanagement controls on any chemical deemed toxic. These emerging regulations will potentially lead to increases in costs and supply chain complexity. Webelieve that we are materially in compliance with these requirements or expect to be materially in compliance by the required date.The U.S. Congress is currently pursuing an update of the Toxic Substances Control Act to grant the EPA more authority to regulate and ban chemicals fromuse in the U.S. which, if passed, is expected to greatly increase the level of regulation of chemicals in vehicles.EuropeIn 2007 the EU implemented its regulatory requirements, the EU REACH regulation among others, to register, evaluate, authorize and restrict the use ofchemical substances. This regulation requires chemical substances manufactured in or imported into the EU to be registered with the European ChemicalsAgency before 2018. Under this regulation, “substances of very high concern” may either require authorization for further use or may be restricted in thefuture. This could potentially increase the cost of certain alternative substances that are used to manufacture vehicles and parts, or result in a supply chaindisruption when a substance is no longer available to meet production timelines. Our research and development initiatives may be diverted to address futurerequirements. We believe that we are materially in compliance with these requirements or expect to be materially in compliance by the required date.SafetyIn the U.S. the National Traffic and Motor Vehicle Safety Act of 1966 prohibits the sale of any new vehicle or equipment in the U.S. that does not conformto applicable vehicle safety standards established by the National Highway Traffic Safety Administration (NHTSA). If we or NHTSA determine that either avehicle or vehicle equipment does not comply with a safety standard or if a vehicle defect creates an unreasonable safety risk the manufacturer is required tonotify owners and provide a remedy. We are required to report certain information relating to certain customer complaints, warranty claims, field reports andnotices and claims involving property damage, injuries and fatalities in the U.S. and claims involving fatalities outside the U.S. We are also required to reportcertain information concerning safety recalls and other safety campaigns outside the U.S.9Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESOutside 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, adding complexity to regulatory compliance. Refer to Note 11 to our consolidated financial statements for additional information on significantrecall activities in 2014.Automotive Financing - GM FinancialGM Financial is our global captive automotive finance company and our global provider of automobile finance solutions. GM Financial conducts itsbusiness in North America, Europe, South America and, as a result of the 2015 acquisition of Ally Financial, Inc.'s (Ally Financial) equity interest in SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC), in China.GM Financial provides retail lending, both loan and lease, across the credit spectrum. Additionally GM Financial offers commercial products to dealercustomers that include new and used vehicle inventory financing, inventory insurance, working capital, capital improvement loans, and storage centerfinancing.In North America GM Financial's retail automobile finance programs include prime and sub-prime lending and full credit spectrum leasing. The sub-primelending program is primarily offered to consumers with FICO scores less than 620 who have limited access to automobile financing through banks and creditunions and is expected to sustain a higher level of credit losses than prime lending. The leasing product is offered through our franchised dealers andprimarily targets prime consumers leasing new vehicles. GM Financial is expanding its leasing, near prime and prime lending programs through ourfranchised dealers and anticipates that leasing and prime lending will become an increasing percentage of originations and the retail portfolio balance overtime.Internationally GM Financial’s retail automobile finance programs focus on prime quality financing through loan and lease products.GM Financial seeks to fund its operations in each country through local sources of funding to minimize currency and country risk. GM Financial primarilyfinances its loan, lease and commercial origination volume through the use of secured and unsecured credit facilities, through securitization transactionswhere such markets are developed and through the issuance of unsecured debt. In the three months ended September 30, 2015 GM Financial began acceptingdeposits from retail banking customers in Germany.EmployeesAt December 31, 2015 we employed 130,000 (61%) hourly employees and 85,000 (39%) salaried employees. At December 31, 2015 52,000 (54%) of ourU.S. employees were represented by unions, a majority of which were represented by the International Union, United Automobile, Aerospace and AgricultureImplement Workers of America (UAW). The following table summarizes worldwide employment (in thousands): December 31, 2015 December 31, 2014 December 31, 2013GMNA115 110 109GME36 37 37GMIO32 33 36GMSA24 29 31GM Financial8 7 6Total Worldwide215 216 219 U.S. - Salaried45 40 36U.S. - Hourly52 51 51Executive Officers of the RegistrantAs of February 3, 2016 the names and ages of our executive officers and their positions with GM are as follows:10Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESName (Age) Present GM Position (Effective Date) Positions Held During the Past Five Years (Effective Date)Mary T. Barra (54) Chairman & Chief Executive Officer (2016) Chief Executive Officer and Member of the Board of Directors (2014) Executive VicePresident, Global Product Development, Purchasing & Supply Chain (2013)Senior Vice President, Global Product Development (2011) Vice President, GlobalHuman Resources (2009)Daniel Ammann (43) President (2014) Executive Vice President & Chief Financial Officer (2013)Senior Vice President & Chief Financial Officer (2011)GM Vice President, Finance & Treasurer (2010)Jaime Ardila (60)(a) Executive Vice President & President, SouthAmerica (2013) Vice President & President, South America (2010)Alan S. Batey (52) Executive Vice President & President, NorthAmerica (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)James B. DeLuca (54) Executive Vice President, GlobalManufacturing (2014) Vice President, Manufacturing, GM International Operations (2013)Vice President, Quality, GM International Operations (2009)Carel Johannes de Nysschen (55) Executive Vice President & President,Cadillac (2014) Infiniti Motor Company, President (2012)Audi of America, Inc., President (2004)Barry L. Engle (52) Executive Vice President & President, SouthAmerica (2015) Agility Fuel Systems, CEO (2011)THINK Holdings, CEO (2010)Stefan Jacoby (57) Executive Vice President & President, GMInternational (2013) Volvo Car Corporation - Global Chief Executive Officer and President (2010)Craig B. Glidden (58) Executive Vice President & General Counsel(2015) LyondellBasell, Executive Vice President and Chief Legal Officer (2009)Karl-Thomas Neumann (54) Executive Vice President & President, Europeand Chairman of the Management Board ofOpel Group GmbH (2013) CEO, Opel Group GmbH & President, GM Europe (2013)Volkswagen Group China - Chief Executive Officer and President (2010)John J. Quattrone (63) Senior Vice President, Global HumanResources (2014) VP of Human Resources, Global Product Development & Global Purchasing & SupplyChain / Corporate Strategy, Business Development & Global Planning & Programorganizations (2009)Mark L. Reuss (52) 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, GlobalVehicle Engineering (2009)Charles K. Stevens, III (56) Executive Vice President & Chief FinancialOfficer (2014) Chief Financial Officer, GM North America (2010)Interim Chief Financial Officer, GM South America (2011)Matthew Tsien (55) Executive Vice President & President, GMChina (2014) GM Consolidated International Operations Vice President, Planning, ProgramManagement, & Strategic Alliances China (2012)Executive Vice President, SAIC GM Wuling (2009)Thomas S. Timko (47) Vice President, Controller & ChiefAccounting Officer (2013) Applied Materials Inc. - Corporate Vice President, Chief Accounting Officer, andCorporate Controller (2010)__________(a) Retiring effective early 2016. There are no family relationships between any of the officers named above and there is no arrangement or understanding between any of the officers namedabove and any other person pursuant to which he or she was selected as an officer. Each of the officers named above was elected by the Board of Directors or acommittee of the Board of Directors to hold office until the next annual election of officers and until his or her successor is elected and qualified or until hisor her earlier resignation or removal. The Board of Directors elects the officers immediately following each annual meeting of the stockholders and mayappoint other officers between annual meetings.Segment Reporting DataOperating segment data and principal geographic area data for the years ended December 31, 2015, 2014 and 2013 are summarized in Note 23 to ourconsolidated financial statements.11Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESWebsite Access to Our ReportsOur internet website address is www.gm.com. In addition to the information about us and our subsidiaries contained in this 2015 Form 10-K informationabout us can be found on our website including information on our corporate governance principles and practices. Our website and information included inor linked to our website are not part of this 2015 Form 10-K.Our 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 furnished pursuantto Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act) are available free of charge through our website as soon asreasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (SEC). The public may read and copythe materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information onthe operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally the SEC maintains an internet site that contains reports,proxy and information 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 ability to maintain profitability over the long-term is dependent upon our ability to fund and introduce new and improved vehicle models that areable to attract a sufficient number of consumers.We operate in a very competitive industry with market participants routinely introducing new and improved vehicle models designed to meet rapidlyevolving consumer expectations. Producing new and improved vehicle models competitively and preserving our reputation for designing, building andselling high quality cars and trucks is critical to our long-term profitability. We will launch a substantial number of new vehicles in 2016. Successfullaunches of our new vehicles are critical to our short-term profitability. In addition, our growth strategies require us to make significant investment in ourbrands to appeal to new markets.Our long-term profitability depends upon our successfully creating and funding technological innovations in design, engineering and manufacturing,which requires extensive capital investment and the ability to retain and recruit talent. In some cases the technologies that we plan to employ are not yetcommercially practical and depend on significant future technological advances by us and by our suppliers. Although we will seek to obtain intellectualproperty protection for our innovations to protect our competitive position, it is possible we may not be able to protect some of these innovations. There canbe no assurance that advances in technology will occur in a timely or feasible way, or that others will not acquire similar or superior technologies sooner thanwe do or that we will acquire technologies on an exclusive basis or at a significant price advantage.It generally takes two years or more to design and develop a new vehicle, and a number of factors may lengthen that time period. Because of this productdevelopment cycle and the various elements that may contribute to consumers’ acceptance of new vehicle designs, including competitors’ productintroductions, technological innovations, fuel prices, general economic conditions and changes in styling preferences, an initial product concept or designmay not result in a vehicle that generates sales in sufficient quantities and at high enough prices to be profitable. Our high proportion of fixed costs, both dueto our significant investment in property, plant and equipment as well as other requirements of our collective bargaining agreements, which limit ourflexibility to adjust personnel costs to changes in demands for our products, may further exacerbate the risks associated with incorrectly assessing demand forour vehicles.Our profitability is dependent upon the success of full-size pick-up trucks and SUVs.While we offer a balanced and complete portfolio of small, mid-size and large cars, crossovers, SUVs and trucks, we generally recognize higher profitmargins on our full-size pick-up trucks and SUVs. Our success is dependent upon consumer preferences and our ability to sell higher margin vehicles insufficient volumes. Any increases in the price of oil or any sustained shortage of12Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESoil, including as a result of global political instability, could cause a shift in consumer demand towards smaller, more fuel efficient vehicles, and weaken thedemand for our higher margin full-size pick-up trucks and SUVs.Our business is highly dependent upon the global automobile market sales volume, which can be volatile.Our business and financial results are highly sensitive to sales volume, changes to which can have a disproportionately large effect on our profitability. Anumber of economic and market conditions drive changes in vehicle sales, including real estate values, levels of unemployment, availability of affordablefinancing, fluctuations in the cost of fuel, consumer confidence, political unrest and global economic conditions. We cannot predict future economic andmarket conditions with certainty.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 thatexisting market participants will act aggressively to increase their market share. Increased competition may result in price reductions, reduced margins andour inability 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.A significant amount of our operations are conducted by joint ventures that we cannot operate solely for our benefit.Many of our operations, primarily in China, are carried out by joint ventures. In joint ventures we share ownership and management of a company with oneor more parties who may not have the same goals, strategies, priorities or resources as we do and may compete with us outside the joint venture. Joint venturesare intended to be operated for the equal benefit of all co-owners, rather than for our exclusive benefit. Operating a business as a joint venture often requiresadditional organizational formalities as well as time-consuming procedures for sharing information and making decisions. In joint ventures we are required tofoster 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 benefits from a successful joint venture are shared among the co-owners; therefore,we do not receive all the benefits from our successful joint ventures. In addition, because we share ownership and management with one or more parties, wemay have limited control over the actions of a joint venture, particularly when we own a minority interest. As a result, we may be unable to preventmisconduct or other violations of applicable laws by a joint venture. Moreover, a joint venture may not follow the same requirements regarding internalcontrols and internal control over financial reporting that we follow. To the extent another party makes decisions that negatively impact the joint venture orinternal control issues arise within the joint venture, we may have to take responsive or other action or we may be subject to penalties, fines or other relatedactions for these activities that could have a material adverse impact on our business, financial condition and results of operations.Our businesses outside the U.S. expose us to additional risks.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:•Changes in foreign currency exchange rates and interest rates;•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, more detailed inspections, higher tariffs or new barriers to entry;•Changes in foreign regulations impacting our overall business model restricting our ability to buy and sell our products in those countries,especially China;•Differing local product preferences and product requirements, including fuel economy, vehicle emissions and safety;•Impact of compliance with U.S. and other foreign countries’ export controls and economic sanctions;•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;13Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES•Differing labor regulations and union relationships;•Consequences from changes in tax laws; and•Difficulties in obtaining financing in foreign countries for local operations.We are subject to extensive laws, governmental regulations and policies, including those regarding fuel economy and emissions control, the enforcementof which or changes to existing ones, could cause us to incur increased costs or to face regulatory enforcement action and may have a significant effect onhow we do business.We are significantly affected by governmental regulations that can increase costs related to the production of our vehicles and affect our product portfolio.Meeting or exceeding many of these regulations is costly and often technologically challenging, especially where standards may not be harmonized acrossjurisdictions, a notable challenge with respect to mandated emissions and fuel economy standards. We anticipate that the number and extent of theseregulations, and the related costs and changes to our product lineup, may increase significantly in the future. These government regulatory requirementscould significantly affect our plans for global product development and given the uncertainty surrounding enforcement and regulatory definitions, mayresult in substantial costs, including civil or criminal penalties. In addition, an evolving but un-harmonized regulatory framework may limit or dictate thetypes of vehicles we sell and where we sell them, which can affect revenue. Refer to the "Environmental and Regulatory Matters" section of Item 1. Businessfor a discussion of these regulatory requirements. We also expect that manufacturers will be subject to increased scrutiny from regulators globally as a resultof the well-publicized emissions scandal involving an unrelated automotive manufacturer in 2015. For example, government agencies in several countrieshave asked us for information; one of these, the German Ministry of Transportation, is requesting the participation of a number of automotive manufacturers,including our German subsidiary, in discussions on emissions control issues and has requested a written response from our subsidiary on the subject. Thisscrutiny, regulatory changes and increased enforcement may lead to increased testing and re-testing of our vehicles and analysis of their emissions controlsystems, which could lead to increased costs, penalties, negative publicity or reputational impact, and recall activity if regulators determine that emissionlevels and required regulatory compliance should be based on either a wider spectrum of driving conditions for future testing parameters or stricter or novelinterpretations and consequent enforcement of existing requirements. No assurance can be given that the ultimate outcome of any potential investigations orincreased testing resulting from this scrutiny would not materially and adversely affect us.We are committed to meeting or exceeding fuel economy and emission control requirements. We expect that to comply with these requirements we will berequired to sell a significant volume of hybrid electric vehicles, as well as implement new technologies for conventional internal combustion engines, all atincreased 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. Alternative compliance measures may notbe sufficiently available in the marketplace to meet volume driven compliance requirements.Environmental liabilities for which we may be responsible are not reasonably estimable and could be substantial. Violations of safety or emissionsstandards could result in the recall of one or more of our products, negotiated remedial actions, possible fines, restricted product offerings or a combination ofany of those items. Any of these actions could have substantial adverse effects on our operations including facility idling, reduced employment, increasedcosts and loss of revenue.We could be materially adversely affected by a negative outcome in unusual or significant litigation, governmental investigations or other legalproceedings.We are subject to legal proceedings involving various issues, including product liability lawsuits, stockholder litigation and governmental investigations,such as the legal proceedings related to the Ignition Switch Recall. Refer to the "GM North America" section of MD&A for additional information on theIgnition Switch Recall. Such legal proceedings could in the future result in the imposition of damages, including punitive damages, substantial fines, civillawsuits and criminal penalties, interruptions of business, modification of business practices, equitable remedies and other sanctions against us or ourpersonnel as well as significant legal and other costs. For a further discussion of these matters refer to Note 15 to our consolidated financial statements.If, in the discretion of the U.S. Attorney’s Office for the Southern District of New York (the Office), we do not comply with the terms of the DeferredProsecution Agreement (the DPA), the Office may prosecute us for charges alleged by the Office including those relating to faulty ignition switches.On September 17, 2015 we announced that we entered into the DPA with the Office regarding its investigation of the events leading up to certain recallsannounced in February and March 2014 relating to faulty ignition switches. Under the DPA, we14Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESconsented to, among other things, the filing of a two-count information (the Information) in the U.S. District Court for the Southern District of New Yorkcharging GM with a scheme to conceal material facts from a government regulator and wire fraud. We pled not guilty to the charges alleged in theInformation. The DPA further provides that, in the event the Office determines during the period of deferral of prosecution (or any extensions thereof) that wehave violated any provision of the DPA, including violating any U.S. federal law or our obligation to cooperate with and assist the independent monitor, theOffice may, in its discretion, either prosecute us on the charges alleged in the Information or impose an extension of the period of deferral of prosecution ofup to one additional year. Under such circumstance, the Office would be permitted to rely upon the admissions we made in the DPA and would benefit fromour waiver of certain procedural and evidentiary defenses. Such a criminal prosecution could subject us to penalties that could have material adverse effecton our business, financial position, results of operations or cash flows.The costs and effect on our reputation of product safety recalls could materially adversely affect our business.Government safety standards require manufacturers to remedy certain product safety defects through recall campaigns. Under these standards, we could besubject to civil or criminal penalties or may incur various costs, including significant costs for free repairs. At present, the costs we incur in connection withthese recalls typically include the cost of the part being replaced and labor to remove and replace the defective part. We currently source a variety of systems,components, raw materials and parts, including but not limited to air bag inflators, from third parties. From time to time these items may have performance orquality issues that could harm our reputation and cause us to incur significant costs. For example, based on defect information reports filed with NHTSA byTK Holdings Inc. (Takata), we are currently conducting recalls for certain Takata air bag inflators used in some of our prior model year vehicles. We arecontinuing to assess the situation. Further recalls, if any, that may be required to remediate Takata air bag inflators in our vehicles could have a materialimpact on our financial position, results of operations or cash flows. In addition product recalls can harm our reputation and cause us to lose customers,particularly if those recalls cause consumers to question the safety or reliability of our products. Conversely not issuing a recall or not issuing a recall on atimely basis can harm our reputation, potentially expose us to significant monetary penalties, and cause us to lose customers for the same reasons asexpressed above.Any disruption in our suppliers' operations could disrupt our production schedule.Our automotive operations are dependent upon the continued ability of our suppliers to deliver the systems, components, raw materials and parts that weneed to manufacture our products. Our use of “just-in-time” manufacturing processes allows us to maintain minimal inventory quantities of systems,components, raw materials and parts. As a result our ability to maintain production is dependent upon our suppliers delivering sufficient quantities ofsystems, components, raw materials and parts on time to meet our production schedules. In some instances we purchase systems, components, raw materialsand parts from a single source and may be at an increased risk for supply disruptions. Financial difficulties or solvency problems with our suppliers, whichmay be exacerbated by the cost of remediating quality issues with these items, could lead to uncertainty in our supply chain or cause supply disruptions forus which could, in turn, disrupt our operations, including production of certain of our higher margin vehicles. Where we experience supply disruptions, wemay not be able to develop alternate sourcing quickly. Any disruption of our production schedule caused by an unexpected shortage of systems,components, raw materials or parts even for a relatively short period of time could cause us to alter production schedules or suspend production entirely.We are dependent on our manufacturing facilities around the world.We assemble vehicles at various facilities around the world. These facilities are typically designed to produce particular models for particular geographicmarkets. No single facility is designed to manufacture our full range of vehicles. In some cases certain facilities produce products that disproportionatelycontribute a greater degree of profit to the Company than others. Should these or other facilities become unavailable either temporarily or permanently forany number of reasons, including labor disruptions, the inability to manufacture vehicles there may result in harm to our reputation, increased costs, lowerrevenues and the loss of customers. We may not be able to easily shift production of vehicles at an inoperable facility to other facilities or to make up for lostproduction. Any new facility needed to replace an inoperable manufacturing facility would need to comply with the necessary regulatory requirements, needto satisfy our specialized manufacturing requirements and require specialized equipment. Even though we carry business interruption insurance policies, wemay suffer losses as a result of business interruptions that exceed the coverage available or any losses which may be excluded under our insurance policies.If we do not deliver new products, services and customer experiences in response to new participants in the automotive industry, our business couldsuffer.15Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESWe believe that the automotive industry will experience more change in the next five years than it has in the previous 50 years. In addition to ourtraditional competitors, we must also be responsive to the entrance of non-traditional participants in the automotive industry. These non-traditionalparticipants may seek to disrupt the historic business model of the industry through the introduction of new technologies, new products or services, newbusiness models or new methods of travel. It is strategically significant that we lead the technological disruption occurring in our industry. As our businessevolves, the pressure to innovate will encompass a wider range of products and services, including products and services that may be outside of ourhistorically core business. If we do not accurately predict, prepare for and respond to new kinds of technological innovations, market developments andchanging customer needs, our sales, profitability and long-term competitiveness may be harmed.We operate in a highly competitive industry that has excess manufacturing capacity and attempts by our competitors to sell more vehicles could have asignificant 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 tothese relatively high fixed costs by providing subsidized financing or leasing programs, offering marketing incentives or reducing vehicle prices. Ourcompetitors may also seek to benefit from economies of scale by consolidating or entering into other strategic agreements such as alliances intended toenhance their competitiveness.Manufacturers in lower cost countries, such as China and India, have become competitors in key emerging markets and announced their intention ofexporting their products to established markets as a low cost alternative to established entry-level automobiles. These actions have had, and are expected tocontinue to have, a significant negative effect on our vehicle pricing, market share and operating results, and present a significant risk to our ability toenhance our revenue per vehicle.We may continue to restructure our operations in various countries, but we may not succeed in doing so.We face difficult market and operating conditions in certain parts of the world that may require us to restructure, impair or rationalize these operations. Inmany countries across our regions we have experienced challenges in our operations and continue to strategically assess the manner in which we operate incertain countries. As we continue to assess our performance throughout the regions, additional restructuring, impairment and rationalization actions may berequired and may be material.Our future competitiveness and ability to achieve long-term profitability depends on our ability to control our costs, which requires us to successfullyimplement operating effectiveness initiatives throughout our automotive operations.We are continuing to implement a number of operating effectiveness initiatives to improve productivity and reduce costs. Our future competitivenessdepends upon our continued success in implementing these initiatives throughout our automotive operations. While some of the elements of cost reductionare within our control, others, such as interest rates or return on investments, which influence our expense for pensions, depend more on external factors, andthere can be no assurance that such external factors will not materially adversely affect our ability to reduce our costs. Reducing costs may prove difficult dueto our focus on increasing advertising and our belief that engineering expenses necessary to improve the performance, safety and customer satisfaction of ourvehicles are likely to increase.Security breaches and other disruptions to our vehicles, information technology networks and systems could interfere with the safety of our customers orour operations and could compromise the confidentiality of private customer data or our proprietary information.We rely upon information technology networks and systems, including in-vehicle systems and mobile devices, some of which are managed by third-parties, to process, transmit and store electronic information, and to manage or support a variety of vehicle or business processes and activities. Additionallywe collect and store sensitive data, including intellectual property, proprietary business information, propriety business information of our dealers andsuppliers, as well as personally identifiable information of our customers and employees, in data centers and on information technology networks. The secureoperation of these information technology networks and in-vehicle systems, and the processing and maintenance of this information, is critical to ourbusiness operations and strategy. Despite security measures and business continuity plans, our information technology networks and systems and in-vehiclesystems may be vulnerable to damage, disruptions or shutdowns due to attacks by hackers or breaches due to errors or malfeasance by employees, contractorsand others who have access to our networks and systems or computer viruses. The occurrence of any of these events could compromise our networks and theinformation stored there could be accessed, publicly disclosed, lost or stolen. These occurrences could also impact vehicle safety. We have been the target ofthese types of attacks in the past with no known material impacts and future attacks are likely to occur. If successful, these types of attacks on our network16Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESor systems, including in-vehicle systems and mobile devices, or service failures could have a material adverse effect on our business and results of operations,due to, among other things, the loss of proprietary data, interruptions or delays in our business operations and damage to our reputation. In addition any suchaccess, disclosure or other loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy ofpersonal information, disrupt operations and reduce the competitive advantage we hope to derive from our investment in advanced technologies. Ourinsurance coverage may not be adequate to cover all the costs related to significant security attacks or disruptions resulting from such attacks.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. GM Financialfaces a number of business, economic and financial risks that could impair its access to capital and negatively affect its business and operations and itsability to provide leasing and financing to retail consumers and commercial lending to our dealers to support additional sales of our vehicles.We rely on GM Financial in North America, Europe, South America and China to support leasing and sales of our vehicles to consumers requiring vehiclefinancing and also to provide commercial lending to our dealers. Any reduction of GM Financial's ability to provide such financial services would negativelyaffect our efforts to support additional sales of our vehicles and expand our market penetration among consumers and dealers.As an entity operating in the financial services sector, GM Financial is required to comply with a wide variety of laws and regulations that may be costly toadhere to and may affect our consolidated operating results. Compliance with these laws and regulations requires that GM Financial maintain forms,processes, procedures, controls and the infrastructure to support these requirements and these laws and regulations often create operational constraints bothon GM Financial’s ability to implement servicing procedures and on pricing. Laws in the financial services industry are designed primarily for the protectionof consumers. The failure to comply with these laws could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees andcosts, possible revocation of licenses and damage to reputation, brand and valued customer relationships.The primary factors that could adversely affect GM Financial's business and operations and reduce its ability to provide financing services at competitiverates include:•The availability of borrowings under its credit facilities to fund its retail and dealer finance activities;•Its ability to access a variety of financing sources including the asset-backed securities market and other secured and unsecured debt markets;•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 to customers;•Fluctuations in interest rates and currencies; and•Changes to regulation, supervision and licensing across various jurisdictions, including new regulations or sanctions imposed in the U.S. by theDepartment of Justice, SEC and Consumer Financial Protection Bureau.Our defined benefit pension plans are currently underfunded and our pension funding requirements could increase significantly due to a reduction infunded status as a result of a variety of factors, including weak performance of financial markets, declining interest rates, changes in laws or regulations,changes in assumptions or investments 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 13 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 liquidity in particular asset classes and the inability to quickly rebalance illiquid and long-term investments.Our future funding requirements for our U.S. defined benefit pension plans depend upon the future performance of assets placed in trusts for these plans, thelevel of interest rates used to determine funding levels, the level of benefits provided for by the plans17Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESand any changes in government laws and regulations. Future funding requirements generally increase if the discount rate decreases or if actual asset returnsare lower than expected asset returns, assuming other factors are held constant. Our potential funding requirements are described in Note 13 to ourconsolidated financial statements.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 non-U.S. plans, we could be required to contribute more funds.* * * * * * *Item 1B. Unresolved Staff CommentsNone* * * * * * *Item 2. PropertiesAt December 31, 2015 we had over 100 locations in the U.S., excluding our automotive financing operations and dealerships, which are primarily formanufacturing, assembly, distribution, warehousing, engineering and testing. Leased properties are primarily composed of warehouses and administration,engineering and sales offices.We have assembly, manufacturing, distribution, office or warehousing operations in 59 countries, including equity interests in associated companies whichperform assembly, manufacturing or distribution operations. The major facilities outside the U.S., which are principally vehicle manufacturing and assemblyoperations, are located in: • Argentina• China• India• South Africa• Uzbekistan• Australia• Colombia• Kenya• South Korea• Venezuela• Brazil• Ecuador• Mexico• Spain• Vietnam• Canada• Egypt• Poland• Thailand • Chile• Germany• Russia• United Kingdom GM Financial leases facilities for administration and regional credit centers. GM Financial has 50 facilities, of which 22 are located in the U.S. The majorfacilities outside the U.S. are located in Brazil, Canada, China, Germany, Mexico and the United Kingdom.We, our subsidiaries, or associated companies in which we own an equity interest, own most of the above facilities.* * * * * * *Item 3. Legal ProceedingsRefer to Note 15 to our consolidated financial statements for information relating to legal proceedings. * * * * * * *Item 4. Mine Safety DisclosuresNot applicable* * * * * * *18Table 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 on which the stock is traded: Years Ended December 31, 2015 2014 High Low High LowFirst quarter$38.99 $32.36 $41.06 $33.57Second quarter$37.45 $33.06 $37.18 $31.70Third quarter$33.61 $24.62 $38.15 $31.67Fourth quarter$36.88 $29.98 $35.45 $28.82HoldersAt January 27, 2016 we had 1.5 billion issued and outstanding shares of common stock held by 447 holders of record.DividendsOur Board of Directors began declaring quarterly dividends on our common stock in the three months ended March 31, 2014. It is anticipated thatdividends on our common stock will continue to be declared and paid quarterly. However the declaration of any dividend on our common stock is a matter tobe acted upon by our Board of Directors in its sole discretion. Any dividend will be paid out of funds legally available for that purpose. Our payment ofdividends in the future will depend on business conditions, our financial condition, earnings, liquidity and capital requirements and other factors. Refer toItem 6. Selected Financial Data for cash dividends declared on our common stock for the years ended December 31, 2015 and 2014.Purchases of Equity Securities Total Number ofShares Purchased(a) AveragePrice Paidper Share Total Number of SharesPurchased UnderAnnounced Programs(b) Approximate Dollar Valueof Shares That May Yet bePurchased Under AnnouncedProgramsOctober 1, 2015 through October 31, 20152,453,596 $33.51 2,394,261 $2.0 billionNovember 1, 2015 through November 30, 20157,611,839 $35.90 7,579,511 $1.8 billionDecember 1, 2015 through December 31, 201510,083,782 $35.46 7,886,056 $1.5 billionTotal20,149,217 $35.39 17,859,828 __________(a)Shares purchased consist of: (1) shares purchased under our previously announced common stock repurchase program; (2) shares retained by us for the payment of theexercise price upon the exercise of warrants; and (3) shares delivered by employees or directors back to us for the payment of taxes resulting from issuance of common stockupon the vesting of Restricted Stock Units (RSUs) and Restricted Stock Awards relating to compensation plans. Refer to Note 21 to our consolidated financial statements foradditional details on employee stock incentive plans and Note 19 to our consolidated financial statements for additional details on warrants issued.(b)In March 2015 our Board of Directors authorized a program to repurchase up to $5.0 billion of our common stock by the end of 2016. Effective January 2016 our Board ofDirectors increased the authorization to repurchase up to an additional $4.0 billion of our common stock (or an aggregate total of $9.0 billion) by the end of 2017.* * * * * * *Item 6. Selected Financial Data19Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESSelected financial data is summarized in the following table (dollars in millions except per share amounts): At and for the Years Ended December 31,2015 2014 2013 2012 2011Income Statement Data: Total net sales and revenue$152,356 $155,929 $155,427 $152,256 $150,276Net income(a)$9,615 $4,018 $5,331 $6,136 $9,287Net income attributable to stockholders$9,687 $3,949 $5,346 $6,188 $9,190Net income attributable to common stockholders(b)$9,687 $2,804 $3,770 $4,859 $7,585Basic earnings per common share(a)(b)(c)$6.11 $1.75 $2.71 $3.10 $4.94Diluted earnings per common share(a)(b)(c)$5.91 $1.65 $2.38 $2.92 $4.58Dividends declared per common share$1.38 $1.20 $— $— $—Balance Sheet Data: Total assets(d)$194,520 $177,501 $166,231 $149,422 $144,603Automotive notes and loans payable$8,765 $9,350 $7,098 $5,172 $5,295GM Financial notes and loans payable(d)$54,346 $37,315 $28,972 $10,878 $8,538Series A Preferred Stock(b) $— $3,109 $5,536 $5,536Series B Preferred Stock(e) $— $4,855 $4,855Total equity$40,323 $36,024 $43,174 $37,000 $38,991_________(a)In the year ended December 31, 2015 we recorded the reversal of deferred tax asset valuation allowances of $3.9 billion in GME and recorded charges related to the IgnitionSwitch Recall for various legal matters of approximately $1.6 billion. In the year ended December 31, 2014 we recorded charges of approximately $2.9 billion in Automotivecost of sales related to recall campaigns and courtesy transportation, a catch-up adjustment of $0.9 billion recorded related to the change in estimate for recall campaigns and acharge of $0.4 billion related to the Ignition Switch Recall compensation program. In the year ended December 31, 2012 we recorded Goodwill impairment charges of $27.1billion, the reversal of deferred tax asset valuation allowances of $36.3 billion in the U.S. and Canada, pension settlement charges of $2.7 billion and GME long-lived assetimpairment charges of $5.5 billion.(b)In December 2014 we redeemed all of the remaining shares of our Series A Preferred Stock for $3.9 billion, which reduced Net income attributable to common stockholdersby $0.8 billion. In September 2013 we purchased 120 million shares of our Series A Preferred Stock held by the UAW Retiree Medical Benefits Trust (New VEBA) for $3.2billion, which reduced Net income attributable to common stockholders by $0.8 billion.(c)In the year ended December 31, 2012 we used the two-class method for calculating earnings per share as the Series B Preferred Stock was a participating security. Refer toNote 20 to our consolidated financial statements for additional detail.(d)In the year ended December 31, 2013 GM Financial acquired Ally Financial's international operations in Europe and Latin America.(e)In December 2013 all of our Series B Preferred Stock automatically converted into 137 million shares of our common stock.* * * * * * *Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThis MD&A should be read in conjunction with the accompanying consolidated financial statements.Non-GAAP MeasuresManagement uses earnings before interest and taxes (EBIT)-adjusted to review the operating results of our automotive segments because it excludesinterest income, interest expense and income taxes as well as certain additional adjustments. GM Financial uses income before income taxes-adjustedbecause management believes interest income and interest expense are part of operating results when assessing and measuring the operational and financialperformance of the segment. Examples of adjustments to EBIT and GM Financial's income before income taxes include certain impairment charges related togoodwill, other long-lived assets and investments; certain gains or losses on the settlement/extinguishment of obligations; and gains or losses on the sale ofnon-core investments. Refer to Note 23 to our consolidated financial statements for our reconciliation of these non-GAAP measures to the most directlycomparable financial measure under U.S. GAAP, Net income attributable to stockholders.Management uses earnings per share (EPS)-diluted-adjusted to review our consolidated diluted earnings per share results on a consistent basis. EPS-diluted-adjusted is calculated as net income attributable to common stockholders less certain adjustments20Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESnoted above for EBIT-adjusted on an after-tax basis as well as certain income tax adjustments divided by weighted-average common shares outstanding –diluted.Management uses return on invested capital (ROIC) to review investment and capital allocation decisions. We define ROIC as EBIT-adjusted for thetrailing four quarters divided by average net assets, which is considered to be the average equity balances adjusted for certain assets and liabilities during thesame period.Management uses adjusted free cash flow to review the liquidity of our automotive operations. We measure adjusted free cash flow as cash flow fromoperations less capital expenditures adjusted for management actions, primarily related to strengthening our balance sheet, such as accrued interest onprepayments of debt and voluntary contributions to employee benefit plans. Refer to the “Liquidity and Capital Resources” section of MD&A for ourreconciliation of this non-GAAP measure to the most directly comparable financial measure under U.S. GAAP, Net cash provided by operating activities.Management uses these non-GAAP measures in its financial and operational decision making processes, for internal reporting and as part of its forecastingand budgeting processes as they provide additional transparency of our core operations. These measures allow management and investors to view operatingtrends, perform analytical comparisons and benchmark performance between periods and among geographic regions.Our calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences betweencompanies in the method of calculation. As a result the use of these non-GAAP measures has limitations and should not be considered superior to, in isolationfrom, or as a substitute for, related U.S. GAAP measures.The following table reconciles EPS-diluted-adjusted to its most comparable financial measure under U.S. GAAP diluted earnings per common share: Years Ended December 31, 2015 2014 2013Diluted earnings per common share$5.91 $1.65 $2.38Net impact of adjustments(a)(0.89) 1.40 0.80EPS-diluted-adjusted$5.02 $3.05 $3.18________(a)Includes the adjustments disclosed in Note 23 to our consolidated financial statements on an after-tax basis for all periods presented, income tax benefit of $3.9 billion relatedto the reversals of deferred tax asset valuation allowances primarily at GME in the year ended December 31, 2015 and income tax benefit of $0.5 billion related to income taxsettlements in the year ended December 31, 2013.The following table summarizes the calculation of ROIC (dollars in billions): Years Ended December 31, 2015 2014 2013EBIT-adjusted$10.8 $6.5 $8.6Average equity$37.0 $41.3 $39.5Add: Average automotive debt and interest liabilities (excluding capital leases)8.1 6.8 5.0Add: Average automotive net pension & OPEB liability28.3 26.6 32.6Less: Average fresh start accounting goodwill (0.1) (0.5)Less: Average automotive net income tax asset(33.6) (32.4) (34.1)ROIC average net assets$39.8 $42.2 $42.5ROIC27.2% 15.4% 20.2%OverviewOur strategic plan includes several major initiatives that we anticipate will help us achieve 9% to 10% margins on an EBIT-adjusted basis (EBIT-adjustedmargins, calculated as EBIT-adjusted divided by Net sales and revenue) by early next decade: earn customers for life by delivering great products to ourcustomers, leading the industry in quality and safety and improving the customer ownership experience; lead in technology and innovation, includingOnStar 4G LTE and connected car, alternative21Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESpropulsion, urban mobility including ride and car sharing, active safety features and autonomous vehicles; grow our brands, particularly the Cadillac brandin the U.S. and China and the Chevrolet brand globally; continue our growth in China; continue the growth of GM Financial into our full captive automotivefinancing company; and deliver core operating efficiencies.For the year ending December 31, 2016 we expect to continue to generate strong consolidated financial results including improved EBIT-adjusted andEBIT-adjusted margins, EPS-diluted-adjusted of between $5.25 and $5.75 and automotive adjusted free cash flow of approximately $6 billion.Our overall financial targets include expected improvement of forecasted consolidated EBIT-adjusted margins of 9% to 10% by early next decade;expected total annual operational and functional cost savings of $5.5 billion by 2018 that will more than offset our incremental investments in brandbuilding, engineering and technology as we launch new products in 2016 and beyond; expected average adjusted automotive free cash flow ofapproximately $6 billion to $7 billion from 2016 to 2018; expected consolidated ROIC of 20% plus; and execution of our capital allocation strategy asdescribed below.Automotive Summary and OutlookWe analyze the results of our automotive business through our four geographically-based segments:GMNAAutomotive industry volume continued to grow in North America primarily driven by the U.S. market. In 2015 U.S. industry light vehicle sales were 17.5million units, up 1.0 million units from 2014. Based on our current cost structure and variable profit margins, we estimate GMNA’s breakeven point at theU.S. industry level to be in the range of 10.0 - 11.0 million units.In the year ended December 31, 2015 our U.S. vehicle sales totaled 3.1 million units for a U.S. market share of 17.3%, representing a decrease of 0.1percentage points compared to 2014. The decrease in our U.S. market share was primarily driven by lower fleet market share, partially offset by higher retailmarket share. U.S. retail market share, which is generally more profitable than U.S. fleet market share, increased by 0.4 percentage points, primarily driven byChevrolet and GMC.We achieved EBIT-adjusted margins of 10.3% during 2015. EBIT-adjusted margin improvements were impacted by favorable volumes and mix andfavorable cost performance including materials, logistics and recall-related charges. Refer to the "GM North America" section of the MD&A for additionalinformation on recall activity. We expect to sustain an EBIT-adjusted margin of 10% in 2016 due to a consistent to slight increase in U.S. industry lightvehicle sales, key product launches, continued cost performance and growth of adjacent businesses.In November 2015 we entered into a collectively bargained labor agreement with the UAW. The agreement, which has a term of four years, covers thewages, hours, benefits and other terms and conditions of employment for our UAW represented employees. The key terms and provisions of the agreementare:•Lump sum payments to eligible U.S. hourly employees with seniority of $8,000 and eligible temporary employees of $2,000 were paid in December2015 totaling $0.4 billion.•Two lump sum payments equivalent to 4% of qualified earnings will be paid to eligible traditional and in-progression employees in September 2016and 2018 totaling $0.2 billion. Additional lump sum payments of $1,000 will be paid annually to eligible employees with seniority in June 2016through June 2019 totaling $0.2 billion. All of these lump sum payments are being amortized over the term of the agreement.•An annual payment of $500 will be paid each December through 2018 to eligible U.S. hourly employees with seniority upon attainment of specificU.S. vehicle quality targets.•A $500 payment was made to each retiree in December 2015 totaling $0.1 billion.•An increase in base wages was made for all eligible employees with seniority as well as temporary employees hired prior to the expiration of the2011 agreement.•Amended the Supplemental Unemployment Benefits Program, resulting in a $0.3 billion favorable adjustment in the three months ended December31, 2015. Refer to Note 17 to our consolidated financial statements for additional details.22Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES•Cash severance incentive programs to qualified U.S. hourly production employees of approximately $0.3 billion based on employee interest,eligibility and management approval. The restructuring charges will be recorded in 2016 upon acceptance.GMEAutomotive industry sales to retail and fleet customers began to improve in late 2013. As a result of moderate economic growth across Europe (excludingRussia) this trend continued in the year ended December 31, 2015 with industry sales to retail and fleet customers of 17.7 million vehicles representing a9.3% increase compared to 2014. In Russia industry sales to retail and fleet customers decreased 36.1% to 1.6 million vehicles compared to thecorresponding period in 2014.Our European operations are benefiting from this trend and, despite seasonally weak vehicle sales in the second half of 2015 compared to the first half of2015, continue to show signs of improvement underscored by further improvement in our Opel and Vauxhall market share in the year ended December 31,2015, which builds on our market share increases in 2013 and 2014.We continue to implement various strategic actions to strengthen our operations and increase our competitiveness. The key actions include investments inour product portfolio including the recently launched next generation Opel Astra and Corsa, a revised brand strategy and reducing material, development andproduction costs, including restructuring activities. The success of these actions will depend on a combination of our ability to execute and external factorswhich are outside of our control.Economic and market conditions in Russia remain and are expected to continue to be very challenging for the foreseeable future. In addition we do nothave appropriate localization levels for key vehicles built in Russia and we would need to make significant future capital investments in order to improve ourlocalization levels so that our products are competitive in the Russian market. As a result of these conditions we determined that our Russia business modelwas not sustainable over the long term. In 2015 we ceased manufacturing, eliminated Opel brand distribution and minimized Chevrolet brand distribution inRussia. Refer to Note 17 to our consolidated financial statements for additional information related to the impact of the change in our business model inRussia.In addition to the impact of the restructuring of our Russia business model, we anticipate headwinds from aggressive industry pricing along with increasedcosts associated with depreciation, amortization, marketing, adverse foreign currency impact and increased costs associated with our new product launches.We anticipate these headwinds will be offset by continued industry recovery, the full benefits of our recent launches of the Astra and Corsa and material costoptimization. As a result we intend to break even in GME in 2016.The German Ministry of Transportation is requesting the participation of a number of automotive manufacturers, including our German subsidiary, indiscussions on emission controls issues and has requested a written response from our subsidiary on the subject. This request may lead to increased testingand re-testing of our vehicles and analysis of their emissions control systems, which could lead to increased costs, penalties, negative publicity orreputational impact, and additional vehicles may be subject to recall activity if regulators determine that emission levels and required regulatory complianceshould be based on either a wider spectrum of driving conditions for future testing parameters or stricter or novel interpretations and consequent enforcementof existing requirements. No assurance can be given that the ultimate outcome of any potential investigations or increased testing resulting from this scrutinywould not materially and adversely affect us. Refer to Item 1A. Risk Factors for additional information.GMIOIn the year ended December 31, 2015 GMIO operated in a volatile and challenging economic environment.In China we are experiencing a moderation of industry growth and pricing pressures higher than we initially anticipated due primarily to macroeconomicvolatility, softening consumer demand particularly in the commercial vehicle segment, increasing competition and a complex regulatory environment. Thishas resulted in 4.2% growth in industry sales to 25.1 million units in 2015. Despite these pressures, we achieved record wholesale volumes of 3.7 millionunits with market share of 14.9% in the year ended December 31, 2015, up 0.2 percentage points compared to 2014. The increase in our market share wasprimarily driven by our successful launches in our key growth segments of SUVs, multipurpose vehicles and luxury vehicles including the Buick Envisionand Baojun 560 and 730. Baojun 560 became the second best-selling SUV in China two months after its launch and the Baojun 730 has been the marketleader in its segment since launching in August 2014. We opened two new facilities in 2015 and will be adding a third Jinqiao Shanghai plant in 2016consistent with our localization strategy.23Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESIn the year ended December 31, 2015 our Automotive China JVs generated equity income of $2.1 billion and sustained strong margins, despite higher thananticipated pricing pressures with carryover price reductions of approximately 5% for SAIC General Motors Corp., Ltd. (SGM) and moderation of industrygrowth. This was largely attributed to proactive management of challenges by optimizing vehicle mix and inventory levels and aggressively reducing costs.In 2016 we expect continuation of moderate industry growth, macroeconomic volatility and carryover pricing pressures in the range of 3% to 5%. Despite thechallenging macroeconomic environment, we continue to expect an increase in vehicle sales driven by new launches and expect to sustain strong Chinaequity income and margins by focusing on vehicle mix improvement and cost efficiency.Lack of political stability, decreasing prices of natural resources and foreign exchange volatility, among other factors, negatively impacted the overallautomotive industry in the rest of Asia Pacific, Africa and the Middle East and led to a decrease of 0.2 million units, or 1.0%, in the year ended December 31,2015 compared to 2014. This continued the recent trend of a relatively flat industry of approximately 19 million units sold in each of the last several years. Inthe year ended December 31, 2015 our sales volume decreased by 5.2% compared to 2014, leading to a decline in market share of 0.2 percentage points to4.2%.In 2016 we expect the macroeconomic environment to remain challenging. We continue to refresh our product portfolio and are addressing many of thechallenges in these markets while continuing to strategically assess the manner in which we operate in certain countries. To address the significant industry,market share, pricing and foreign exchange pressures in the region, we continue to focus on product portfolio enhancements, manufacturing footprintrationalization, increased local sourcing of parts, cost structure reductions, as well as brand and dealer network improvements which we expect to favorablyimpact the region over the medium term. The impact of these strategic actions combined with the significant reduction in wholesale volumes, forward pricingpressures and foreign exchange volatility in the region may result in deteriorating cash flows in certain markets. In 2013 we announced the withdrawal of the Chevrolet brand from Western and Central Europe and the ceasing of manufacturing and significant reductionof engineering operations in Australia by 2017 and incurred related impairment and other charges in the years ended December 31, 2013, 2014 and 2015. Wecontinue to work on a Southeast Asia transformation plan including the transition of our Indonesian operations to a national sales company and ceasedvehicle production in Indonesia in the three months ended June 30, 2015. We are restructuring our Thailand operations to focus on our competitive strengthsin trucks and SUVs given continued challenges in Thailand and several export markets. As a result of these strategic actions related to Thailand, we recordedimpairment charges of $0.3 billion in Automotive cost of sales in the three months ended June 30, 2015, which were treated as an adjustment for EBIT-adjusted reporting purposes.We continue to execute our plans and within the financial impact that we projected. As we continue to assess our performance throughout the region,additional restructuring and rationalization actions may be required and may have a material impact on our results of operations.GMSAEconomic conditions in South America were negatively impacted by falling commodity prices and political uncertainty during 2015. As a result Brazil,our largest market in South America, contracted during 2015 and continues to be negatively impacted by foreign currency deflation, high interest rates andincreasing levels of unemployment. Automotive industry sales in Brazil decreased by 0.9 million vehicles, or 26.6%, in the year ended December 31, 2015compared to the corresponding period in 2014.In the year ended December 31, 2015 we recorded currency devaluation charges of $0.6 billion and asset impairment charges of $0.1 billion in Venezuela,which is experiencing a severe economic recession. The devaluation and asset impairment charges were recorded in Automotive cost of sales and were treatedas adjustments for EBIT-adjusted reporting purposes. We continue to monitor developments in Venezuela to assess whether market restrictions and exchangerate controls when considered with the economic and political environment in Venezuela evolve such that we no longer maintain a controlling financialinterest.In the year ended December 31, 2015 we recorded a net gain on extinguishment of debt of $0.4 billion related to prepayment of unsecured debt in Brazil,which is not a component of EBIT-adjusted. We continue to monitor economic conditions in South America and believe that adverse economic conditions and their effects on the automotive industrywill continue in the near term. While we continue to take actions to address these challenges, no assurance can be provided that such efforts will preventmaterial future losses, asset impairments or other charges.Corporate24Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESIn March 2015 management announced its plan to return all available free cash flow to stockholders while maintaining an investment-grade balance sheet.Management's capital allocation framework includes a combined cash and marketable securities balance target of $20 billion and plans to reinvest in thebusiness at an average target ROIC rate of 20% or more. In connection with this plan we announced that our Board of Directors had authorized a program topurchase up to $5 billion of our common stock before the end of 2016. In January 2016 we announced that our Board of Directors had authorized thepurchase of up to an additional $4 billion of our common stock (or an aggregate total of $9 billion) before the end of 2017. At February 1, 2016 we hadpurchased 102 million shares of our outstanding common stock for $3.5 billion. Also, in January 2016 we announced an increase of our quarterly commonstock dividend to $0.38 per share effective in the first quarter of 2016.In 2014 we created a compensation program to compensate accident victims as a result of the vehicles recalled under the Ignition Switch Recall. In the yearended December 31, 2015 we increased our independently administered accrual for the Ignition Switch Recall compensation program by $195 million basedon the program's claims experience. The increase to the accrual was recorded in Automotive selling, general and administrative expense and was treated as anadjustment for EBIT-adjusted reporting purposes. Total charges recorded since inception of the compensation program were $595 million at December 31,2015. The Ignition Switch Recall has led to various inquiries, investigations, subpoenas, requests for information and complaints from the U.S. Attorney'sOffice for the Southern District of New York, Congress, the SEC, Transport Canada and 50 state attorneys general. In addition these and other recalls haveresulted in a number of claims and lawsuits. We recorded charges of approximately $1.6 billion in Automotive selling, general and administrative expense asa result of the DPA financial penalty and the settlements of the Shareholder Class Action, the multidistrict litigation and other litigation associated with therecalls. These charges were treated as adjustments for EBIT-adjusted reporting purposes in the year ended December 31, 2015. Refer to Note 15 to ourconsolidated financial statements for additional information. Such lawsuits and investigations could in the future result in the imposition of materialdamages, fines, civil consent orders, civil and criminal penalties or other remedies. There can be no assurance as to how the resulting consequences, if any,may impact our business, reputation, consolidated financial position, results of operations or cash flows. The total amount accrued at December 31, 2015represents our best estimate with regard to such claims and lawsuits. However we are currently unable to estimate either a high end of the range for theseclaims and lawsuits or a range of possible loss for the remaining matters because they involve significant uncertainties. The resolution of these matters couldhave a material adverse effect on our financial position, results of operations or cash flows.In the three months ended December 31, 2015 we concluded it was more likely than not that our future earnings in certain jurisdictions in GME will besufficient to realize the deferred tax assets in these jurisdictions so that a full valuation allowance is no longer needed. Accordingly we reversed GMEvaluation allowances of $3.9 billion and recorded an income tax benefit. As a result we have a negative effective income tax rate for the year ended December31, 2015. Refer to Note 16 to our consolidated financial statements for additional information on the reversal of deferred tax asset valuation allowances.Based on defect information reports filed with NHTSA by Takata, we are currently conducting recalls for certain Takata air bag inflators used in some ofour prior model year vehicles. We are continuing to assess the situation. Further recalls, if any, that may be required to remediate Takata air bag inflators inour vehicles could have a material impact on our financial position, results of operations or cash flows. Refer to Item 1A. Risk Factors for additionalinformation.Automotive Financing - GM Financial Summary and OutlookGM Financial is expanding its leasing, near prime and prime lending programs in North America and anticipates that leasing and prime lending willbecome an increasing percentage of the originations and retail portfolio balance over time. In the year ended December 31, 2015 GM Financial's revenueconsisted of 46% retail finance charge income, 6% commercial finance charge income and 43% leased vehicle income. We believe that offering acomprehensive suite of financing products will generate incremental sales of our vehicles, drive incremental GM Financial earnings and help support oursales throughout various economic cycles. In the year ended December 31, 2015 GM Financial's retail penetration in North America grew to approximately30%, up from approximately 10% in 2014.On January 2, 2015 GM Financial completed its acquisition of an equity interest in SAIC-GMAC in China for $0.9 billion. As a result GM indirectly owns45% of SAIC-GMAC.In February 2015 GM Financial became our exclusive U.S. lease provider for Buick-GMC dealers. Our exclusive leasing arrangements with GM Financialextended to Cadillac dealers in March 2015 and to Chevrolet dealers in April 2015. As a result GM Financial now provides substantially all of the financingon vehicles leased by our customers. In the three months ended September 30, 2015 GM Financial began accepting deposits from retail banking customers inGermany.25Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESConsolidated ResultsWe review changes in our results of operations under four categories: volume, mix, price and other. Volume measures the impact of changes in wholesalevehicle volumes driven by industry volume, market share and changes in dealer stock levels. Mix measures the impact of changes to the regional portfoliodue to product, model, trim, country and option penetration in current year wholesale vehicle volumes. Price measures the impact of changes related toManufacturer’s Suggested Retail Price and various sales allowances. Other includes primarily: (1) material and freight; (2) costs including manufacturing,engineering, advertising, administrative and selling and policy and warranty expense; (3) foreign exchange; and (4) non-vehicle related automotive revenuesand costs as well as equity income or loss from our nonconsolidated affiliates.Total Net Sales and Revenue Years Ended December 31, Favorable/(Unfavorable) Variance Due To2015 2014 % Volume Mix Price Other (Dollars in millions) (Dollars in billions)GMNA$106,622 $101,199 $5,423 5.4 % $6.8 $1.0 $(1.1) $(1.2)GME18,704 22,235 (3,531) (15.9)% $(0.7) $(0.1) $0.6 $(3.3)GMIO12,626 14,392 (1,766) (12.3)% $(1.2) $0.7 $0.1 $(1.4)GMSA7,820 13,115 (5,295) (40.4)% $(3.9) $0.6 $0.9 $(2.9)Corporate and eliminations150 151 (1) (0.7)% $—Automotive145,922 151,092 (5,170) (3.4)% $1.0 $2.1 $0.6 $(8.8)GM Financial6,434 4,837 1,597 33.0 % $1.6Total net sales and revenue$152,356 $155,929 $(3,573) (2.3)% $1.0 $2.1 $0.6 $(7.2) Years Ended December 31, Favorable/(Unfavorable) Variance Due To2014 2013 % Volume Mix Price Other (Dollars in millions) (Dollars in billions)GMNA$101,199 $95,099 $6,100 6.4 % $1.3 $1.2 $3.4 $0.3GME22,235 21,962 273 1.2 % $0.2 $0.7 $— $(0.5)GMIO14,392 18,411 (4,019) (21.8)% $(4.6) $0.4 $0.7 $(0.4)GMSA13,115 16,478 (3,363) (20.4)% $(2.4) $0.1 $1.1 $(2.1)Corporate and eliminations151 142 9 6.3 % $—Automotive151,092 152,092 (1,000) (0.7)% $(5.6) $2.3 $5.1 $(2.8)GM Financial4,837 3,335 1,502 45.0 % $1.5Total net sales and revenue$155,929 $155,427 $502 0.3 % $(5.6) $2.3 $5.1 $(1.3)Refer to the regional sections of the MD&A for additional information.Automotive Cost of Sales and Inventories Years Ended December 31, Favorable/(Unfavorable) Variance Due To 2015 2014 % Volume Mix Other (Dollars in millions) (Dollars in billions)GMNA$89,173 $89,371 $198 0.2% $(4.7) $(0.5) $5.4GME18,062 21,712 3,650 16.8% $0.6 $— $3.1GMIO12,506 14,009 1,503 10.7% $1.0 $(0.6) $1.1GMSA8,416 12,736 4,320 33.9% $3.2 $(0.5) $1.6Corporate and eliminations164 254 90 35.4% $0.1Total automotive cost of sales$128,321 $138,082 $9,761 7.1% $— $(1.5) $11.326Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Years Ended December 31, Favorable/(Unfavorable) Variance Due To 2014 2013 % Volume Mix Other (Dollars in millions) (Dollars in billions)GMNA$89,371 $81,404 $(7,967) (9.8)% $(0.8) $(0.9) $(6.2)GME21,712 20,824 (888) (4.3)% $(0.1) $(0.5) $(0.3)GMIO14,009 17,599 3,590 20.4 % $3.7 $(0.5) $0.4GMSA12,736 15,221 2,485 16.3 % $1.9 $(0.2) $0.8Corporate and eliminations254 (123) (377) n.m. $(0.4)Total automotive cost of sales$138,082 $134,925 $(3,157) (2.3)% $4.7 $(2.0) $(5.8)________n.m. = not meaningfulThe most significant element of our Automotive cost of sales is material cost which makes up approximately two-thirds of the total amount. The remainingportion includes labor costs, depreciation and amortization, engineering, and policy, product warranty and recall campaigns.The most significant factors which influence a region's profitability are industry volume and market share. While not as significant as industry volume andmarket share, another factor affecting profitability is the relative mix of vehicles (cars, trucks, crossovers) sold. Variable profit is a key indicator of productprofitability. Variable profit is defined as revenue less material cost, freight, the variable component of manufacturing expense and policy, warranty andrecall-related costs. Vehicles with higher selling prices generally have higher variable profit.Refer to the regional sections of the MD&A for additional information on volume and mix.In the year ended December 31, 2015 favorable Other was due primarily to: (1) favorable net foreign currency effect of $6.9 billion due primarily to theweakening of the Euro, Brazilian Real, Canadian Dollar (CAD), British Pound and Mexican Peso against the U.S. Dollar, partially offset by further VenezuelaBolivar Fuerte (BsF) devaluation; (2) a decrease in recall campaign and courtesy transportation charges of $2.8 billion, including the $0.9 billion catch-upadjustment; (3) decreased material and freight costs of $2.2 billion; (4) a net decrease in separation charges of $0.4 billion primarily related to the Bochumplant closing in GME in 2014; (5) favorable intangible asset amortization of $0.3 billion; and (6) decreased costs of $0.3 billion related to parts andaccessories sales; partially offset by (7) an increase in engineering expense of $0.4 billion; (8) an increase in warranty and policy costs of $0.3 billion; and (9)costs related to the change in our business model in Russia of $0.2 billion.In the year ended December 31, 2014 unfavorable Other was due primarily to: (1) increased recall campaign and courtesy transportation charges of $3.5billion, including the $0.9 billion catch-up adjustment; (2) increased material and freight cost including new launches of $2.7 billion; (3) unfavorable effectresulting from the reversal of the Korea wage litigation accrual in 2013 in GMIO of $0.7 billion; (4) restructuring charges related to the Bochum plant closingin GME of $0.5 billion; (5) increased depreciation on equipment on operating lease related to daily rental vehicles of $0.3 billion; and (6) charges related toflood damage of $0.1 billion; partially offset by (7) favorable net foreign currency effect of $1.0 billion due primarily to the weakening of the Brazilian Real,Russian Ruble, Euro and CAD against the U.S. Dollar, partially offset by the BsF devaluation; and (8) favorable intangible asset amortization of $0.6 billion. Inventories Days on Hand December 31,2015 December 31,2014 Increase/(Decrease) December 31,2015 December 31,2014 Increase/(Decrease) (Dollars in millions) GMNA$7,589 $6,912 $677 31 28 3GME2,879 3,172 (293) 57 53 4GMIO2,067 2,242 (175) 60 58 2GMSA1,229 1,316 (87) 53 37 16Total$13,764 $13,642 $122 39 36 3Days on hand is calculated as Inventories divided by Automotive cost of sales for the years ended December 31, 2015 and 2014 multiplied by 360.27Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESAutomotive Selling, General and Administrative Expense(Dollars in Millions) Years Ended December 31, Year Ended 2015 vs. 2014 Change Year Ended 2014 vs. 2013 Change 2015 2014 2013 Favorable/(Unfavorable) % Favorable/(Unfavorable) %Automotive selling, general andadministrative expense$13,405 $12,158 $12,382 $(1,247) (10.3)% $224 1.8%In the year ended December 31, 2015 Automotive selling, general and administrative expense increased due primarily to: (1) charges for varioussettlements and legal matters related to the Ignition Switch Recall of $1.6 billion; (2) increased advertising expense of $0.2 billion; (3) an increase inemployee related costs of $0.1 billion; and (4) costs related to the change in our business model in Russia of $0.1 billion; partially offset by (5) favorable netforeign currency effect of $0.7 billion due primarily to the weakening of the Euro and Brazilian Real against the U.S. Dollar; and (6) decreased expenserelated to the Ignition Switch Recall compensation program of $0.2 billion.In the year ended December 31, 2014 Automotive selling, general and administrative expense decreased due primarily to: (1) decreased expenses of $0.7billion related to the withdrawal of the Chevrolet brand from Europe, including dealer restructuring costs and intangible asset impairment charges in 2013,coupled with cost reductions in 2014; and (2) favorable advertising expense in GMNA due primarily to reduced media spend of $0.2 billion; partially offsetby (3) expense related to the Ignition Switch Recall compensation program of $0.4 billion; and (4) legal and other costs related to the Ignition Switch Recallof $0.4 billion.Income Tax Expense (Benefit)(Dollars in Millions) Years Ended December 31, Year Ended 2015 vs. 2014 Change Year Ended 2014 vs. 2013 Change 2015 2014 2013 Favorable/(Unfavorable) % Favorable/(Unfavorable) %Income tax expense (benefit)$(1,897) $228 $2,127 $2,125 n.m. $1,899 89.3%________n.m. = not meaningfulIn the year ended December 31, 2015 Income tax expense decreased due primarily to: (1) the income tax benefit from the release of GME's valuationallowances of $3.9 billion; partially offset by (2) an increase in income tax expense of $1.8 billion due primarily to an increase in pre-tax income.In the year ended December 31, 2014 Income tax expense decreased due primarily to: (1) a decrease in pre-tax income; (2) a reduction in pre-tax losses injurisdictions with full valuation allowances; and (3) other tax expense favorable items.Refer to Note 16 to our consolidated financial statements for additional information related to our income tax expense (benefit).GM North AmericaGMNA Total Net Sales and Revenue and EBIT-Adjusted Years Ended December 31, Favorable/(Unfavorable) Variance Due To 2015 2014 % Volume Mix Price Other (Dollars in millions) (Dollars in billions)Total net sales and revenue$106,622 $101,199 $5,423 5.4% $6.8 $1.0 $(1.1) $(1.2)EBIT-adjusted$11,026 $6,603 $4,423 67.0% $2.1 $0.5 $(1.1) $3.0 (Vehicles in thousands) Wholesale vehicle sales3,558 3,320 238 7.2% 28Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Years Ended December 31, Favorable/(Unfavorable) Variance Due To 2014 2013 % Volume Mix Price Other (Dollars in millions) (Dollars in billions)Total net sales and revenue$101,199 $95,099 $6,100 6.4 % $1.3 $1.2 $3.4 $0.3EBIT-adjusted$6,603 $7,461 $(858) (11.5)% $0.4 $0.3 $3.4 $(5.0) (Vehicles in thousands) Wholesale vehicle sales3,320 3,276 44 1.3 % GMNA Total Net Sales and RevenueIn the year ended December 31, 2015 Total net sales and revenue increased due primarily to: (1) increased net wholesale volumes associated with full-sizeSUVs, mid-size pick-ups and the Chevrolet Trax, Impala and Cruze, partially offset by decreases in the Chevrolet Malibu; and (2) favorable mix due to full-size SUVs and full-size pick-ups partially offset by an increase in rental cars sold at auction and the Chevrolet Trax; partially offset by (3) unfavorable pricingprimarily related to carryovers including passenger cars and compact SUVs; and (4) unfavorable Other of $1.2 billion due primarily to unfavorable foreigncurrency effect related to the weakening of the CAD and the Mexican Peso against the U.S. dollar of $1.7 billion partially offset by increased revenue relatedto OnStar of $0.2 billion.In the year ended December 31, 2014 Total net sales and revenue increased due primarily to: (1) favorable pricing related to full-size pick-ups and full-sizeSUVs; (2) increased net wholesale volumes due to full-size pick-ups, full-size SUVs, and the Chevrolet Colorado, Corvette and Malibu, partially offset bydecreases of the Chevrolet Impala, Captiva and Cruze; (3) favorable mix due to full-size pick-ups, full-size SUVs and the Chevrolet Corvette and Impala; and(4) favorable Other of $0.3 billion due primarily to increased operating lease revenue related to daily rental vehicles sold with guaranteed repurchaseobligations and increased parts and accessories sales, partially offset by unfavorable foreign currency effect related primarily to the weakening of the CADand Mexican Peso against the U.S. Dollar.GMNA EBIT-AdjustedThe most significant factors which influence a region's profitability are industry volume and market share. While not as significant as industry volume andmarket share, another factor affecting profitability is the relative mix of vehicles (cars, trucks, crossovers) sold. Variable profit is a key indicator of productprofitability. Variable profit is defined as revenue less material cost, freight, the variable component of manufacturing expense and policy, warranty andrecall-related costs. Vehicles with higher selling prices generally have higher variable profit. Trucks, crossovers and cars sold currently have a variable profitof approximately 170%, 80% and 30% of our portfolio on a weighted-average basis.In the year ended December 31, 2015 EBIT-adjusted increased due primarily to: (1) increased net wholesale volumes; (2) favorable mix; and (3) favorableOther of $3.0 billion including decreased material and freight costs of $2.2 billion and a decrease in recall-related charges of $1.9 billion, partially offset bypolicy and warranty of $0.3 billion, engineering of $0.3 billion, General Motors of Canada Company (GM Canada) pension curtailment and restructuringcharges of $0.2 billion and advertising of $0.2 billion; partially offset by (4) unfavorable pricing.In the year ended December 31, 2014 EBIT-adjusted decreased due primarily to: (1) unfavorable Other of $5.0 billion due primarily to an increase in recallcampaign actions and recall-related charges of $2.3 billion, increased material and freight costs including new launches of $2.8 billion and increasedengineering expense of $0.5 billion, partially offset by increased daily rental vehicles sold with guaranteed repurchase obligations and reduced advertisingexpenses; partially offset by (2) favorable pricing; (3) increased net wholesale volumes; and (4) favorable mix.Recall CampaignsIn connection with ongoing comprehensive safety reviews, engineering analysis and our overall commitment to customer satisfaction we have incurredincremental charges for the estimated costs of parts and labor to repair vehicles and provide courtesy transportation for customers with vehicles subject torecalls.The following table summarizes the impact of recall-related activities including customer satisfaction campaigns, safety recalls, non-compliance recalls,special coverage, and courtesy transportation (dollars in millions):29Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES 2015 2014Balance at January 1$2,729 $761Additions781 2,717Payments(1,319) (1,618)Adjustments to pre-existing warranties301 869Balance at December 31$2,492 $2,729We recorded recall-related charges of $1.1 billion in the year ended December 31, 2015 including adjustments to prior periods of $0.3 billion. Adjustmentsto prior periods relate to changes in estimated costs based on new information including claims emergence and development patterns. There wereapproximately 12 million vehicles subject to recalls announced in the year ended December 31, 2015.In the year ended December 31, 2014 we experienced a significant increase in the number of vehicles subject to recall in North America. In the year endedDecember 31, 2014 we recorded recall-related charges of $3.6 billion including adjustments to prior periods of $0.9 billion. Adjustments to prior periods inthe three months ended June 30, 2014 included a change in estimate for previously sold vehicles of $0.9 billion partially offset by adjustments of $0.2billion for courtesy transportation and repair costs. There were approximately 36 million vehicles subject to recalls announced in the year ended December31, 2014 including approximately 10 million vehicles subject to multiple recalls.The following table summarizes the estimated costs and number of vehicles subject to recalls announced in the year ended December 31, 2014 (vehicles inmillions and dollars in billions):Repair Issue Vehicle Makes (Model Years) Vehicles EstimatedCostIgnition switch Certain Chevrolet, Pontiac & Saturn (2003-2011) 2.6 $0.1Ignition lock cylinders Certain Chevrolet, Pontiac & Saturn (2003-2011) (a) 0.3Electronic power steering Certain Chevrolet, Pontiac & Saturn (2003-2010) 1.9 0.3Side mounted airbag connector Certain Chevrolet, Buick, GMC & Saturn (2008-2013) 1.3 0.2Brake lamp wiring harness Certain Chevrolet, Pontiac & Saturn (2004-2012) 2.7 0.1Front safety lap belt cables Certain Chevrolet, Buick, GMC & Saturn (2009-2014) 1.5 0.1Shift cable Certain Chevrolet, Cadillac, Pontiac & Saturn (2004-2014) 1.4 0.2Ignition keys Certain Chevrolet, Buick, Cadillac, Oldsmobile & Pontiac (1997-2014) 12.1 0.3Courtesy transportation and various recalls(b) Various 12.9 0.8 36.4 $2.4________(a)Vehicles affected by this Repair issue are included in the 2.6 million vehicles subject to the ignition switch repair.(b)Charges recorded for 7.7 million vehicles subject to recalls in the six months ended December 31, 2014 were comprehended in the June 30, 2014 catch-up adjustment of $0.9billion associated with a change in estimate for previously sold vehicles.We notified customers affected by the Ignition Switch Recalls announced in the three months ended March 31, 2014 to schedule an appointment with theirdealers as replacement parts are available. We began repairing vehicles in early April 2014 using parts that have undergone end-of-line quality inspection forperformance of six critical operating parameters. We have produced sufficient parts to have the ability to repair all vehicles impacted by the ignition switchand ignition lock cylinder recalls. Through December 31, 2015 we had repaired approximately 70% of the 2.6 million vehicles initially subject to thoseignition switch and ignition lock cylinder recalls and continue to actively engage customers and service vehicles affected.GM EuropeGME Total Net Sales and Revenue and EBIT (Loss)-Adjusted30Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESYears Ended December 31,Favorable/(Unfavorable) Variance Due To20152014%VolumeMixPriceOther(Dollars in millions)(Dollars in billions)Total net sales and revenue$18,704$22,235$(3,531)(15.9)%$(0.7)$(0.1)$0.6$(3.3)EBIT (loss)-adjusted$(813)$(1,369)$55640.6 %$(0.2)$(0.1)$0.8$0.1 (Vehicles in thousands) Wholesale vehicle sales1,127 1,172 (45) (3.8)% Years Ended December 31,Favorable/(Unfavorable) Variance Due To20142013%VolumeMixPriceOther(Dollars in millions)(Dollars in billions)Total net sales and revenue$22,235$21,962$2731.2 %$0.2$0.7$—$(0.5)EBIT (loss)-adjusted$(1,369)$(869)$(500)(57.5)%$—$0.2$—$(0.7) (Vehicles in thousands) Wholesale vehicle sales1,172 1,163 9 0.8 % GME Total Net Sales and RevenueIn the year ended December 31, 2015 Total net sales and revenue decreased due primarily to: (1) decreased net wholesale volumes associated withdecreases across the Russian portfolio and lower demand for the Zafira multipurpose vehicle across the region, partially offset by higher demand primarily forthe Vivaro commercial van, the Mokka crossover and the Astra and the recently launched KARL passenger vehicles across the region; and (2) unfavorableOther of $3.3 billion due primarily to unfavorable foreign currency effect due to the weakening of the Euro, British Pound and Russian Ruble against the U.S.Dollar; partially offset by (3) favorable pricing primarily related to the next generation Corsa passenger vehicle and Vivaro and the recently launched nextgeneration Astra.In the year ended December 31, 2014 Total net sales and revenue increased due primarily to: (1) favorable vehicle mix due to increased sales of higherpriced vehicles; and (2) increased net wholesale volumes associated with higher demand primarily for the Mokka across the region and the Corsa andInsignia passenger vehicle in Germany, Spain, United Kingdom, Italy and Poland, partially offset by decreases across the Russian portfolio and lower demandfor the Astra primarily in Germany, United Kingdom and Turkey; partially offset by (3) unfavorable Other of $0.5 billion due primarily to net foreigncurrency effect related to the weakening of the Russian Ruble against the U.S. Dollar, partially offset by the strengthening of the British Pound against theU.S. Dollar.GME EBIT (Loss)-AdjustedIn the year ended December 31, 2015 EBIT (loss)-adjusted decreased due primarily to: (1) favorable pricing; and (2) favorable Other of $0.1 billion dueprimarily to a net decrease in restructuring related charges of $0.7 billion, partially offset by unfavorable material costs of $0.2 billion primarily related to thenext generation Corsa and Vivaro and unfavorable foreign currency effect of $0.2 billion; partially offset by (3) decreased net wholesale volumes.In the year ended December 31, 2014 EBIT (loss)-adjusted increased due primarily to: (1) unfavorable Other of $0.7 billion due primarily to restructuringrelated charges of $0.5 billion, unfavorable net foreign currency effect of $0.3 billion due primarily to the weakening of the Russian Ruble against the U.S.Dollar, partially offset by the strengthening of the British Pound against the U.S. Dollar, and unfavorable net effect of changes in the fair value of anembedded foreign currency derivative asset of $0.1 billion associated with a long-term supply agreement, partially offset by decreased material and freightcosts of $0.2 billion; partially offset by (2) favorable net vehicle mix.GM International OperationsFocus 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 product offerings under the Buick, Chevrolet andCadillac brands in China and continue to grow our business under the local Baojun and Wuling brands with Baojun seizing the growth opportunities in lessdeveloped cities and markets. We operate in the Chinese market31Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESthrough a number of joint ventures and maintaining good relations with our joint venture partners, which are affiliated with the Chinese government, is animportant part of our China growth strategy.The following tables summarize certain key operational and financial data for the Automotive China JVs (dollars in millions, vehicles in thousands): Years Ended December 31, 2015 2014 2013Total wholesale vehicles including vehicles exported to markets outside of China3,794 3,613 3,239Total net sales and revenue$44,959 $43,853 $38,767Net income$4,290 $4,312 $3,685 December 31, 2015 December 31, 2014Cash and cash equivalents$5,939 $6,176Debt$184 $151GMIO Total Net Sales and Revenue and EBIT-Adjusted Years Ended December 31, Favorable/(Unfavorable) Variance Due To 2015 2014 % Volume Mix Price Other (Dollars in millions) (Dollars in billions)Total net sales and revenue$12,626 $14,392 $(1,766) (12.3)% $(1.2) $0.7 $0.1 $(1.4)EBIT-adjusted$1,397 $1,222 $175 14.3 % $(0.2) $0.1 $0.2 $0.1 (Vehicles in thousands) Wholesale vehicle sales588 655 (67) (10.2)% Years Ended December 31, Favorable/(Unfavorable) Variance Due To 2014 2013 % Volume Mix Price Other (Dollars in millions) (Dollars in billions)Total net sales and revenue$14,392 $18,411 $(4,019) (21.8)% $(4.6) $0.4 $0.7 $(0.4)EBIT-adjusted$1,222 $1,255 $(33) (2.6)% $(0.9) $(0.1) $0.4 $0.6 (Vehicles in thousands) Wholesale vehicle sales655 921 (266) (28.9)% GMIO Total Net Sales and RevenueThe vehicle sales of our Automotive China JVs are not recorded in Total net sales and revenue. The results of our joint ventures are recorded in Equityincome, which is included in EBIT-adjusted above.In the year ended December 31, 2015 Total net sales and revenue decreased due primarily to: (1) decreased wholesale volumes associated with thewithdrawal of the Chevrolet brand from Europe, decreased sales in Korea, India, Southeast Asia and South Africa, partially offset by increased wholesalevolumes of new full-size trucks and SUVs in the Middle East; and (2) unfavorable Other of $1.4 billion due primarily to unfavorable foreign currency effectof $1.0 billion resulting from the weakening of the Australian Dollar, South Korean Won and South African Rand against the U.S. Dollar and decreased salesof components, parts and accessories of $0.4 billion; partially offset by (3) favorable mix and pricing primarily due to increased sales of full-size trucks andSUVs in the Middle East.In the year ended December 31, 2014 Total net sales and revenue decreased due primarily to: (1) decreased wholesale volumes related to the withdrawal ofthe Chevrolet brand from Europe, decreased sales of carryover trucks and SUVs ahead of the new full-size truck introduction in the Middle East anddecreased sales of Chevrolet vehicles in Thailand; and (2) unfavorable Other of $0.4 billion due primarily to unfavorable foreign currency effect of $0.3billion driven by the weakening of the Australian Dollar, South African Rand, Thai Baht and Indian Rupee against the U.S. Dollar and decreased sales ofcomponents, parts and accessories of $0.1 billion; partially offset by (3) favorable vehicle pricing due primarily to sales of new full-size trucks in the MiddleEast and lower sales incentives offered on Chevrolet vehicles in Europe; and (4) favorable mix due primarily to an improved sales portfolio of the Malibu andTrax in Korea and the Tahoe and Yukon in the Middle East.32Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESGMIO EBIT-AdjustedIn the year ended December 31, 2015 EBIT-adjusted increased due primarily to: (1) favorable pricing and mix in the Middle East due primarily to sales ofnew full-size trucks and SUVs; and (2) favorable Other of $0.1 billion due primarily to favorable material and freight costs of $0.2 billion, offset byunfavorable foreign currency effect of $0.2 billion; partially offset by (3) decreased net wholesale volumes.In the year ended December 31, 2014 EBIT-adjusted decreased due primarily to: (1) decreased wholesale volumes; and (2) unfavorable net vehicle mix dueprimarily to higher cost of the Commodore sedan and Colorado in Australia; partially offset by (3) favorable vehicle pricing; and (4) favorable Other of $0.6billion due primarily to favorable engineering cost of $0.3 billion, favorable equity income from Automotive China JVs of $0.3 billion and favorable fixedcosts of $0.1 billion related to manufacturing costs and depreciation, amortization and impairment charges.GM South AmericaGMSA Total Net Sales and Revenue and EBIT (Loss)-Adjusted Years Ended December 31, Favorable/(Unfavorable) Variance Due To 2015 2014 % Volume Mix Price Other (Dollars in millions) (Dollars in billions)Total net sales and revenue$7,820 $13,115 $(5,295) (40.4)% $(3.9) $0.6 $0.9 $(2.9)EBIT (loss)-adjusted$(622) $(180) $(442) (245.6)% $(0.7) $0.1 $0.9 $(0.8) (Vehicles in thousands) Wholesale vehicle sales603 886 (283) (31.9)% Years Ended December 31, Favorable/(Unfavorable) Variance Due To 2014 2013 % Volume Mix Price Other (Dollars in millions) (Dollars in billions)Total net sales and revenue$13,115 $16,478 $(3,363) (20.4)% $(2.4) $0.1 $1.1 $(2.1)EBIT (loss)-adjusted$(180) $327 $(507) n.m. $(0.5) $(0.1) $1.1 $(1.0) (Vehicles in thousands) Wholesale vehicle sales886 1,053 (167) (15.9)% ________n.m. = not meaningfulGMSA Total Net Sales and RevenueIn the year ended December 31, 2015 Total net sales and revenue decreased due primarily to: (1) decreased wholesale volumes associated with lowerdemand for the Chevrolet Celta, Onix and Prisma small vehicles and Cobalt sedan in Brazil and decreases across the portfolio primarily in Chile andColombia caused by difficult economic conditions; and (2) unfavorable Other of $2.9 billion due primarily to unfavorable foreign currency effect due to theweakening of all currencies across the region against the U.S. Dollar; partially offset by (3) favorable pricing due primarily to high inflation in Venezuela andArgentina; and (4) favorable vehicle mix due to decreased sales of lower priced vehicles in Brazil and increased sales of the Chevrolet Silverado and Cruze inVenezuela.In the year ended December 31, 2014 Total net sales and revenue decreased due primarily to: (1) decreased wholesale volumes associated with lowerdemand for the Chevrolet Celta, Classic and Agile small vehicles in Brazil and decreases across the portfolio in Argentina and Venezuela caused by difficulteconomic conditions; and (2) unfavorable Other of $2.1 billion due primarily to unfavorable net foreign currency effect due to the strengthening of the U.S.Dollar against all currencies across the region; partially offset by (3) favorable vehicle pricing primarily due to high inflation in Argentina and Venezuela.GMSA EBIT (Loss)-AdjustedIn the year ended December 31, 2015 EBIT (loss)-adjusted increased due primarily to: (1) decreased wholesale volumes; and (2) unfavorable Other of $0.8billion due primarily to net unfavorable foreign currency effect of $0.6 billion due to the weakening of all currencies across the region against the U.S. Dollar,which includes favorable impact of $60 million in Argentina; partially offset by (3) favorable pricing; and (4) favorable product mix.33Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESIn the year ended December 31, 2014 GMSA had EBIT (loss)-adjusted compared to EBIT-adjusted in the year ended December 31, 2013 due primarily to:(1) decreased wholesale volumes; and (2) unfavorable Other of $1.0 billion due to unfavorable net foreign currency effect due to the strengthening of the U.S.Dollar against all currencies across the region; partially offset by (3) favorable vehicle pricing.Venezuelan OperationsOur Venezuelan subsidiaries' functional currency is the U.S. Dollar because of the hyperinflationary status of the Venezuelan economy.Effective March 31, 2014 we changed the exchange rate for remeasuring our Venezuelan subsidiaries’ non-U.S. Dollar denominated monetary assets andliabilities from the Venezuela official exchange rate to the rate determined by an auction process conducted by Venezuela’s Complementary System ofForeign Currency Administration (SICAD). The devaluation resulted in a charge of $0.4 billion recorded in Automotive cost of sales in the three monthsended March 31, 2014 which was treated as an adjustment for EBIT-adjusted reporting purposes.In the three months ended June 30, 2015 we changed the exchange rate for remeasuring these monetary assets and liabilities from the SICAD rate to theSistema Marginal de Divisas (SIMADI) rate, which was BsF 198 to $1.00 at June 30, 2015. This devaluation resulted in a charge of $0.6 billion recorded inAutomotive cost of sales in the three months ended June 30, 2015 which was treated as an adjustment for EBIT-adjusted reporting purposes. SIMADI is athird currency exchange mechanism announced by the Venezuelan government in 2015. It is an open system of supply and demand expected to be limited toa small percentage of total U.S. Dollar transactions using official mechanisms. We believe the SIMADI rate is the most representative rate to be used forremeasurement, because it is more reflective of economic reality in Venezuela and future transactions, including dividends, at the SICAD rate appearunlikely.Due to the adverse movements in the foreign currency exchange rate and the continued weakness in the Venezuelan market we performed recoverabilitytests of certain assets, including our real and personal property assets, in the three months ended June 30, 2015. As a result we recorded asset impairmentcharges of $0.1 billion in Automotive cost of sales, which were treated as an adjustment for EBIT-adjusted reporting purposes.We continued to consolidate our Venezuelan subsidiaries because of recent favorable election results, settlements of new debt by the Venezuelangovernment, participation in SIMADI currency exchange and vehicle production in the year ended December 31, 2015. Additionally, we expect to have theability to continue vehicle production in a limited manner during 2016 and into early 2017. Absent ongoing vehicle production, our Venezuelansubsidiaries may require additional financial support. At this time no decision has been made whether we will provide further financial support if required.Despite the significant challenges in Venezuela, this market continues to be important to us. We will continue to monitor developments in Venezuela toassess whether market restrictions and exchange rate controls evolve such that we no longer maintain a controlling financial interest. If a determination ismade in the future that we no longer maintain control we may incur a charge based on exchange rates at December 31, 2015 of approximately $0.2 billion.GM Financial Years Ended December 31, 2015 vs. 2014 Change 2014 vs. 2013 Change 2015 2014 2013 Amount % Amount % (Dollars in millions)Total revenue$6,454 $4,854 $3,344 $1,600 33.0% $1,510 45.2 %Provision for loan losses$624 $604 $475 $20 3.3% $129 27.2 %Income before income taxes-adjusted$837 $803 $898 $34 4.2% $(95) (10.6)% (Dollars in billions)Average debt outstanding$44.6 $32.2 $21.0 $12.4 38.5% $11.2 53.3 %Effective rate of interest paid3.6% 4.4% 3.4% (0.8)% 1.0% GM Financial Revenue34Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESIn the year ended December 31, 2015 Total revenue increased due primarily to: (1) increased leased vehicle income of $1.7 billion due to a larger leaseportfolio; partially offset by (2) net decrease in finance charge income and other income of $0.1 billion which consists of a decrease of $0.3 billion outside ofNorth America, partially offset by an increase of $0.2 billion in North America.In the year ended December 31, 2014 Total revenue increased due primarily to: (1) increased finance charge income of $0.9 billion due to the acquisitionof Ally Financial international operations; and (2) increased leased vehicle income of $0.5 billion due to a larger lease portfolio.GM Financial Income Before Income Taxes-AdjustedIn the year ended December 31, 2015 Income before income taxes-adjusted remained flat due primarily to: (1) increased revenue of $1.6 billion; and (2)increased equity income of $0.1 billion from SAIC-GMAC; offset by (3) increased leased vehicles expenses of $1.4 billion due to a larger lease portfolio; (4)net increase in interest expense of $0.2 billion which consists of an increase of $0.4 billion in North America due to an increase in average debt outstanding,partially offset by a decrease of $0.2 billion outside of North America; and (5) net increase in operating expenses of $0.1 billion which consists of an increaseof $0.2 billion in North America, partially offset by a decrease of $0.1 billion outside of North America.In the year ended December 31, 2014 Income before income taxes-adjusted decreased due primarily to: (1) increased interest expenses of $0.7 billion dueto higher average debt outstanding and effective rate of interest paid; (2) increased operating expenses of $0.4 billion due to the acquisition of Ally Financialinternational operations; (3) increased leased vehicle expenses of $0.4 billion due to a larger lease portfolio; and (4) increased provision for loan losses of$0.1 billion; partially offset by (5) increased revenue of $1.5 billion.Liquidity and Capital ResourcesLiquidity OverviewWe believe that our current level of cash and cash equivalents, marketable securities and availability under our revolving credit facilities will be sufficientto meet our liquidity needs. We expect to have substantial cash requirements going forward which we plan to fund through total available liquidity and cashflows generated from operations. We also maintain access to the capital markets and may issue debt or equity securities from time to time, which may providean additional source of liquidity. Our future uses of cash, which may vary from time to time based on market conditions and other factors, are focused on threeobjectives: (1) reinvest in our business; (2) maintain an investment-grade balance sheet; and (3) return cash to stockholders. Our known future material usesof cash include, among other possible demands: (1) capital expenditures of approximately $9.0 billion as well as payments for engineering and productdevelopment activities; (2) payments associated with previously announced vehicle recalls, the settlements of the Shareholder Class Action and themultidistrict litigation and any other recall-related contingencies; (3) payments to service debt and other long-term obligations, including contributions toour pension plans; (4) payments for previously announced restructuring activities; (5) dividend payments on our common stock that are declared by ourBoard of Directors; and (6) payments to purchase shares of our common stock under programs authorized by our Board of Directors.Our liquidity plans are subject to a number of risks and uncertainties, including those described in Item 1A. Risk Factors, some of which are outside of ourcontrol. Macroeconomic conditions could limit our ability to successfully execute our business plans and therefore adversely affect our liquidity plans andcompliance with certain covenants. Refer to Note 12 to our consolidated financial statements for the discussion of our financial and operational covenants.Recent Management InitiativesWe continue to monitor and evaluate opportunities to strengthen our competitive position over the long term while maintaining an investment-gradebalance sheet. These actions may include opportunistic payments to reduce our long-term obligations as well as the possibility of acquisitions, dispositions,investments with joint venture partners, and strategic alliances that we believe would generate significant advantages and substantially strengthen ourbusiness. These actions may negatively impact our liquidity in the short term.In March 2015 management announced its plan to return all available free cash flow to stockholders while maintaining an investment-grade balance sheet.Management's capital allocation framework includes a combined cash and marketable securities balance target of $20 billion and plans to reinvest in thebusiness at an average target ROIC rate of 20% or more. In connection35Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESwith this plan we announced that our Board of Directors had authorized a program to purchase up to $5 billion of our common stock before the end of 2016.In January 2016 we announced that our Board of Directors had authorized the purchase of up to an additional $4 billion of our common stock (or anaggregate total of $9 billion) before the end of 2017. Also, in January 2016 we announced an increase of our quarterly common stock dividend to $0.38 pershare effective in the first quarter of 2016. At February 1, 2016 we had purchased 102 million shares of our outstanding common stock for $3.5 billion.By mid-2016 management intends to make discretionary contributions of approximately $2.0 billion to our U.S. hourly pension plan to improve its fundedstatus. The contributions are expected to be funded by debt.AutomotiveAvailable LiquidityTotal available liquidity includes cash, cash equivalents, marketable securities and funds available under credit facilities. The amount of availableliquidity is subject to intra-month and seasonal fluctuations and includes balances held by various business units and subsidiaries worldwide that are neededto fund their operations.We manage our liquidity primarily at our treasury centers as well as at certain of our significant consolidated overseas subsidiaries. Approximately 90% ofour available liquidity excluding funds available under credit facilities was held within North America and at our regional treasury centers at December 31,2015. A portion of our available liquidity includes amounts deemed indefinitely reinvested in our foreign subsidiaries. We have used and will continue touse other methods including intercompany loans to utilize these funds across our global operations as needed.Our cash equivalents and marketable securities balances are primarily denominated in U.S. Dollars and include investments in U.S. government and agencyobligations, foreign government securities, time deposits and corporate debt securities. Our investment guidelines, which we may change from time to time,prescribe certain minimum credit worthiness thresholds and limit our exposures to any particular sector, asset class, issuance or security type. The majority ofour 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 ofour subsidiaries. The total size of our credit facilities was $12.6 billion at December 31, 2015 and 2014 which consisted principally of our two primaryrevolving credit facilities. We did not borrow against our primary facilities, but had amounts in use under the letter of credit sub-facility of $0.4 billion atDecember 31, 2015. GM Financial had access to our revolving credit facilities, but did not borrow against them and we have no intercompany loansoutstanding to GM Financial. Refer to Note 12 to our consolidated financial statements for more information on credit facilities.The following table summarizes our automotive available liquidity (dollars in billions): December 31, 2015 December 31, 2014Cash and cash equivalents$12.1 $16.0Marketable securities8.2 9.2Available liquidity20.3 25.2Available under credit facilities12.2 12.0Total automotive available liquidity$32.5 $37.2The following table summarizes the changes in our automotive available liquidity (dollars in billions):36Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Year Ended December31, 2015Operating cash flow$10.0Capital expenditures(7.8)Payments to purchase common stock(3.5)Dividends paid(2.2)Effect of foreign currency(1.4)Increase in available credit facilities0.2Total change in automotive available liquidity$(4.7)Cash FlowThe following tables summarize automotive cash flows from operating, investing and financing activities (dollars in billions): Years Ended December 31, 2015 vs. 2014Change 2014 vs. 2013Change 2015 2014 2013 Operating Activities Net income$8.9 $3.5 $4.7 $5.4 $(1.2)Depreciation, amortization and impairments5.7 6.3 7.6 (0.6) (1.3)Pension & OPEB activities(1.3) (0.9) (0.8) (0.4) (0.1)Working capital0.2 (1.6) (0.5) 1.8 (1.1)Equipment on operating leases0.2 (1.9) (1.0) 2.1 (0.9)Accrued liabilities and other liabilities(1.0) 6.0 0.7 (7.0) 5.3Income taxes(2.7) (0.9) 1.2 (1.8) (2.1)Undistributed earnings of nonconsolidated affiliates and gains oninvestments— (0.3) (0.1) 0.3 (0.2)Other— (0.1) (0.8) 0.1 0.7Cash flows from operating activities$10.0 $10.1 $11.0 $(0.1) $(0.9)In the year ended December 31, 2015 the change in Working capital was due primarily to increased accounts payable due to increased productionvolumes. The change in Equipment on operating leases was due primarily to the reduction of units provided to rental car companies. The change in Accruedliabilities and other liabilities was due primarily to recalls and deposits from rental car companies. The change in Income taxes was due primarily to thereversal of valuation allowances, partially offset by deferred tax expense in 2015 compared to deferred tax benefit in 2014.In the year ended December 31, 2014 the change in Accrued liabilities and other liabilities was due primarily to recalls and deposits from rental carcompanies. The change in Income taxes was primarily related to deferred tax benefit in 2014 compared to deferred tax expense in 2013. Years Ended December 31, 2015 vs. 2014Change 2014 vs. 2013Change 2015 2014 2013 Investing Activities Capital expenditures$(7.8) $(7.0) $(7.5) $(0.8) $0.5Acquisitions and liquidations of marketable securities, net0.9 (0.4) 0.1 1.3 (0.5)Sale of our investment in Ally Financial— — 0.9 — (0.9)Other(0.1) 0.2 0.4 (0.3) (0.2)Cash flows from investing activities$(7.0) $(7.2) $(6.1) $0.2 $(1.1)In the year ended December 31, 2015 the change in Acquisitions and liquidations of marketable securities, net was due primarily to the liquidation of oursovereign debt trading securities. In the year ended December 31, 2014 the change in Acquisitions and37Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESliquidations of marketable securities, net was due primarily to the rebalancing of our investment portfolio between marketable securities and cash and cashequivalents as part of liquidity management in the normal course of business. Years Ended December 31, 2015 vs. 2014Change 2014 vs. 2013Change 2015 2014 2013 Financing Activities Issuance of senior unsecured notes$— $2.5 $4.5 $(2.5) $(2.0)Prepayment of Canadian Health Care Trust (HCT) notes (principal)— — (1.1) — 1.1Early redemption of GM Korea preferred stock— — (0.7) — 0.7Redemption and purchase of Series A Preferred Stock— (3.9) (3.2) 3.9 (0.7)Payments to purchase common stock(3.5) (0.2) — (3.3) (0.2)Dividends paid (excluding charge related to redemption and purchaseof Series A Preferred Stock)(2.2) (2.4) (0.9) 0.2 (1.5)Other(0.1) (0.1) — — (0.1)Cash flows from financing activities$(5.8) $(4.1) $(1.4) $(1.7) $(2.7)In the year ended December 31, 2015 the change in Cash flows from financing activities was due primarily to the purchase of common stock as part of thecommon stock repurchase program. In the year ended December 31, 2014 the change in Dividends paid was due primarily to payment for common stockdividends.Adjusted Free Cash FlowThe following table summarizes automotive adjusted free cash flow (dollars in billions): Years Ended December 31, 2015 2014 2013Net cash provided by operating activities$10.0 $10.1 $11.0Less: capital expenditures(7.8) (7.0) (7.5)Adjustments— — 0.2Adjusted free cash flow$2.2 $3.1 $3.7Adjustments to free cash flow included: (1) pension contributions related to the previously announced annuitization of the U.S. salaried pension plan inAugust 2014 and March 2013 of $0.1 billion; and (2) accrued interest on the prepayment of the HCT notes of $0.2 billion in October 2013.Status of Credit RatingsWe receive ratings from four independent credit rating agencies: DBRS Limited, Fitch Ratings (Fitch), Moody's Investor Service (Moody's) and Standard &Poor's (S&P). All four credit rating agencies currently rate our corporate credit at investment grade. The following table summarizes our credit ratings atJanuary 27, 2016: Corporate Revolving CreditFacilities Senior Unsecured OutlookDBRS LimitedBBB (low) BBB (low) N/A PositiveFitchBBB- BBB- BBB- StableMoody'sInvestment Grade Baa3 Ba1 StableS&PBBB- BBB- BBB- StableRating actions taken by each of the credit rating agencies from January 1, 2015 through January 27, 2016 were as follows:Fitch: Upgraded our corporate rating, revolving credit facilities rating and senior unsecured rating to an investment grade rating of BBB- from BB+ andrevised their outlook to Stable from Positive in June 2015.38Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESDBRS Limited: Revised their outlook to Positive from Stable in October 2015.Automotive Financing - GM FinancialLiquidity OverviewGM Financial's primary sources of cash are finance charge income, leasing income, servicing fees, net distributions from securitizations, secured andunsecured debt borrowings and collections and recoveries on finance receivables. GM Financial's primary uses of cash are purchases of retail financereceivables and leased vehicles, funding of commercial finance receivables, repayment of secured and unsecured debt, funding credit enhancementrequirements for secured debt, operating expenses, interest costs and business acquisitions. GM Financial continues to monitor and evaluate opportunities tooptimize its liquidity position and the mix of its debt.Available LiquidityThe following table summarizes GM Financial's available liquidity (dollars in billions): December 31, 2015 December 31, 2014Cash and cash equivalents$3.1 $3.0Borrowing capacity on unpledged eligible assets9.7 4.8Borrowing capacity on committed unsecured lines of credit0.9 0.5Available liquidity$13.7 $8.3In the year ended December 31, 2015 available liquidity increased due primarily to: (1) decreased usage of secured debt facilities as a result of the issuanceof senior unsecured notes; and (2) decreased usage of committed unsecured lines of credit primarily due to funding provided by retail banking deposits inGermany.GM Financial has the ability to borrow up to $2.0 billion against each of our three-year, $5.0 billion and five-year, $7.5 billion revolving credit facilities.In September 2014 we and GM Financial entered into a support agreement which, among other things, established commitments of funding from us to GMFinancial. This agreement also provides that we will continue to own all of GM Financial’s outstanding voting shares so long as any unsecured debtsecurities remain outstanding at GM Financial. In addition we are required to use our commercially reasonable efforts to ensure GM Financial remains asubsidiary borrower under our corporate revolving credit facilities.Credit FacilitiesIn the normal course of business, in addition to using its available cash, GM Financial utilizes borrowings under its credit facilities, which may be securedor unsecured, and GM Financial repays these borrowings as appropriate under its cash management strategy. At December 31, 2015 secured and committedunsecured credit facilities totaled $22.4 billion and $1.5 billion, with advances outstanding of $7.5 billion and $0.6 billion.Cash FlowThe following table summarizes GM Financial cash flows from operating, investing and financing activities (dollars in billions): Years Ended December 31, 2015 vs. 2014Change 2014 vs. 2013Change 2015 2014 2013 Net cash provided by operating activities$3.1 $1.9 $1.6 $1.2 $0.3Net cash used in investing activities$(22.2) $(10.5) $(8.2) $(11.7) $(2.3)Net cash provided by financing activities$19.5 $9.8 $5.1 $9.7 $4.7Operating ActivitiesIn the year ended December 31, 2015 Net cash provided by operating activities increased due primarily to an increase in leased vehicle income, partiallyoffset by increased operating expenses and interest expense.39Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESIn the year ended December 31, 2014 Net cash provided by operating activities increased due primarily to larger finance receivable and lease portfolios.Investing ActivitiesIn the year ended December 31, 2015 Net cash used in investing activities increased due primarily to: (1) an increase in purchases of leased vehicles of$10.4 billion; (2) an increase in finance receivables purchases and fundings, net of collections, of $1.0 billion; and (3) net cash used for the acquisition of theequity interest in SAIC-GMAC of $0.9 billion; partially offset by (4) increased proceeds from the termination of leased vehicles of $0.6 billion.In the year ended December 31, 2014 Net cash used in investing activities increased due primarily to: (1) increased loan purchases and funding, net ofcollections, of $2.6 billion; and (2) increased purchases of leased vehicles of $2.5 billion; partially offset by (3) decreased cash used for business acquisitionsof $2.6 billion.Financing ActivitiesIn the year ended December 31, 2015 Net cash provided by financing activities increased due primarily to a net increase in borrowings.In the year ended December 31, 2014 Net cash provided by financing activities increased due primarily to: (1) increased borrowings under secured andunsecured debt of $5.6 billion; and (2) repayment of debt to Ally Financial of $1.4 billion in 2013, with no related activity in 2014; partially offset by (3)increased debt repayment of $2.8 billion.Off-Balance Sheet ArrangementsWe do not currently utilize off-balance sheet securitization arrangements. All trade or financing receivables and related obligations subject tosecuritization programs are recorded on our consolidated balance sheets at December 31, 2015 and 2014. Refer to Note 15 of our consolidated financialstatements for detailed information related to guarantees we have provided.Contractual Obligations and Other Long-Term LiabilitiesWe have minimum commitments under contractual obligations, including purchase obligations. A purchase obligation is defined as an agreement topurchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including: fixed or minimum quantities to bepurchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. Other long-term liabilities are defined as long-termliabilities that are recorded on our consolidated balance sheet. Based on these definitions, the following table includes only those contracts which includefixed or minimum obligations. The majority of our purchases are not included in the table as they are made under purchase orders which are requirementsbased 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 31,2015 (dollars in millions):40Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES Payments Due by Period 2016 2017-2018 2019-2020 2021 and after TotalAutomotive debt$582 $1,727 $87 $5,992 $8,388Automotive Financing debt18,793 21,969 8,712 5,050 54,524Capital lease obligations234 408 86 198 926Automotive interest payments(a)448 824 648 4,770 6,690Automotive Financing interest payments(b)1,275 1,596 664 483 4,018Postretirement benefits(c)234 431 216 — 881Contractual commitments for capital expenditures187 — — — 187Operating lease obligations229 323 222 152 926Other contractual commitments: Material588 606 109 200 1,503Marketing972 428 220 40 1,660Rental car repurchases4,958 — — — 4,958Other656 855 433 722 2,666Total contractual commitments(d)$29,156 $29,167 $11,397 $17,607 $87,327 Non-contractual postretirement benefits(e)$150 $311 $502 $9,955 $10,918__________(a)Amounts include automotive interest payments based on contractual terms and current interest rates on our debt and capital lease obligations. Automotive interest paymentsbased on variable interest rates were determined using the interest rate in effect at December 31, 2015.(b)GM Financial interest payments were determined using the interest rate in effect at December 31, 2015 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 other postretirement benefits (OPEB) payments under the current U.S. contractual labor agreements through 2019 and Canada labor agreements through2016. These agreements are generally renegotiated in the year of expiration. Amounts do not include pension funding obligations, which are discussed in Note 13 to ourconsolidated financial statements.(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, 2015.(e)Amounts include all expected future payments for both current and expected future service at December 31, 2015 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 in Note13 to our consolidated financial statements.The table above does not reflect product warranty and related liabilities of $9.3 billion and unrecognized tax benefits of $1.4 billion due to the uncertaintyregarding the future cash outflows associated with these amounts.Critical Accounting EstimatesAccounting estimates are an integral part of the consolidated financial statements. These estimates require the use of judgments and assumptions that affectthe 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 the accounting estimates employed are appropriate and the resulting balances arereasonable; however, due to the inherent uncertainties in developing estimates actual results could differ from the original estimates, requiring adjustments tothese balances in future periods. Refer to Note 2 to our consolidated financial statements for our significant accounting policies related to our criticalaccounting estimates.Pension and OPEB PlansOur 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, a discount rate, mortality rates of participants and expectation of mortality improvement. The expected long-term rate ofreturn on U.S. plan assets that is utilized in determining pension expense is derived from periodic studies, which include a review of asset allocationstrategies, anticipated future long-term performance of individual asset classes, risks using standard deviations and correlations of returns among the assetclasses that comprise the41Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESplans' asset mix. While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term,prospective rates of return.In December 2015 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 assetsdecreased from 6.4% at December 31, 2014 to 6.3% at December 31, 2015. The expected long-term rate of return on plan assets used in determining pensionexpense for non-U.S. plans is determined in a similar manner to the U.S. plans.Another key assumption in determining net pension and OPEB expense is the assumed discount rate used to discount plan obligations. We estimate theassumed discount rate for U.S. plans using a cash flow matching approach, which uses projected cash flows matched to spot rates along a high qualitycorporate yield curve to determine the present value of cash flows. Effective 2016 we will apply the individual annual yield curve rates instead of theassumed discount rate to determine the service cost and interest cost. This refinement more specifically links the cash flows related to service cost and interestcost to bonds maturing in their year of payment. The refinement had no effect on service cost or interest cost in the year ended December 31, 2015 but willreduce the service cost and interest cost in 2016 by approximately $0.8 billion. There will be no effect on the determination of the plan obligations whichwill continue to be calculated using the assumed discount rate.We have reviewed the mortality improvement tables published by the Society of Actuaries in the three months ended December 31, 2015 and determinedour current assumptions are appropriate to measure our December 31, 2015 U.S. pension plans’ benefit obligations.Significant differences in actual experience or significant changes in assumptions may materially affect the pension obligations. The effects of actualresults differing from assumptions and the changing of assumptions are included in unamortized net actuarial gains and losses that are subject to amortizationto expense over future periods. The unamortized pre-tax actuarial loss on our pension plans was $3.7 billion and $4.6 billion at December 31, 2015 and 2014.The change is primarily due to the increase in discount rates partially offset by actual asset returns less than assumed returns. At December 31, 2015 $2.0billion of the unamortized pre-tax actuarial loss is outside the corridor (10% of the projected benefit obligation (PBO)) and subject to amortization. Theweighted-average amortization period is approximately 12 years resulting in amortization expense of $0.2 billion in 2016.The underfunded status of the U.S. pension plans decreased by $0.5 billion in the year ended December 31, 2015 to $10.4 billion due primarily to: (1) afavorable effect due to an increase in discount rates of $2.6 billion; (2) a favorable effect of actual returns on plan assets of $0.8 billion; and (3) favorablecontributions of $0.1 billion; partially offset by (4) interest and service cost of $3.0 billion.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 2016Pension Expense Effect onDecember 31,2015 PBO Effect on 2016Pension Expense Effect onDecember 31,2015 PBO25 basis point decrease in discount rate-$58 +$1,907 +$13 +$78025 basis point increase in discount rate+$55 -$1,821 -$12 -$74625 basis point decrease in expected rate of return on assets+$149 N/A +$30 N/A25 basis point increase in expected rate of return on assets-$149 N/A -$30 N/ARefer to Note 13 to our consolidated financial statements for additional information on pension contributions, investment strategies, assumptions, thechange in benefit obligation and related plan assets, pension funding requirements and future net benefit payments. Refer to Note 2 to our consolidatedfinancial statements for a discussion of the inputs used to determine fair value for each significant asset class or category.Valuation of Deferred Tax AssetsThe ability to realize deferred tax assets depends on the ability to generate sufficient taxable income within the carryback or carryforward periods providedfor in the tax law for each applicable tax jurisdiction. The assessment regarding whether a valuation42Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESallowance is required or should be adjusted is based on an evaluation of possible sources of taxable income and also considers all available positive andnegative evidence factors. Our accounting for the valuation of deferred tax assets represents our best estimate of future events. Changes in our currentestimates, due to unanticipated market conditions or events, could have a material effect on our ability to utilize deferred tax assets.At December 31, 2015 valuation allowances against deferred tax assets were $5.0 billion. Refer to Note 16 to our consolidated financial statements foradditional information on the composition of these valuation allowances and information on the $3.9 billion income tax benefit resulting from the reversal ofvaluation allowances against deferred tax assets in Europe.Valuation of GM Financial Equipment on Operating Leases Assets and ResidualsGM Financial has investments in leased vehicles recorded as operating leases, which relate to vehicle leases to retail customers with lease terms rangingfrom two to five years. At the beginning of the lease contract a determination is made of the estimated realizable value (i.e., residual value) of the vehicle atthe end of the lease term, which is the critical assumption underlying the estimated carrying value of leased assets. The estimated realizable value is based onthe lower of the contracted residual value or the current market estimate of residual value based on independent lease guides. Since the customer is notobligated to purchase the vehicle at the end of the contract, GM Financial is exposed to a risk of loss to the extent the value of the vehicle at the end of thelease term is below the residual value estimated at contract inception. Over the life of the lease GM Financial evaluates the adequacy of the estimate of theresidual value and may make adjustments to the extent the expected value of the vehicle at lease termination changes. Adjustments could result in a changein the depreciation rate of the leased asset or if an impairment exists, an impairment charge.The following table summarizes vehicles included in GM Financial equipment on operating leases, net (vehicles in thousands): December 31, 2015 December 31, 2014Cars271 139Trucks121 28Crossovers401 135Total793 302At December 31, 2015 GM Financial's estimated residual value of the leased assets at the end of the lease term was $13.4 billion. The following tableillustrates the effect of a 1% change in the estimated residual values at December 31, 2015, which will increase or decrease depreciation expense over theremaining term of GM Financial's operating leases, holding all other assumptions constant (dollars in millions): Impact to DepreciationExpenseCars$31Trucks27Crossovers76Total$134Policy, Product Warranty and Recall CampaignsIn GMNA we accrue the costs for recall campaigns at the time of vehicle sale. In the other regions, there is not sufficient historical data to support theapplication of an actuarial-based estimation technique and the estimated costs will be accrued at the time when they are probable and reasonably estimable,which typically occurs once it is determined a specific recall campaign is needed and announced.The estimates related to policy and product warranties are established using historical information on the nature, frequency and average cost of claims ofeach vehicle line or each model year of the vehicle line and assumptions about future activity and events. When little or no claims experience exists for amodel year or a vehicle line, the estimate is based on comparable models. The estimates related to recall campaigns accrued at the time of vehicle sale areestablished by applying a frequency times severity approach that considers the number of recall events, the number of vehicles per recall event, the assumednumber of vehicles that will be brought in by customers for repair (take rate) and the cost per vehicle for each recall event. Estimates contemplate the43Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESnature, frequency and magnitude of historical events with consideration for changes in future expectations. Costs associated with campaigns not accrued atthe time of vehicle sale are estimated based on the per unit part and labor cost, number of units impacted and the take rate. Depending on part availability andtime to complete repairs we may, from time to time, offer courtesy transportation at no cost to our customers. These estimates are re-evaluated on an ongoingbasis and based on the best available information. Revisions are made when necessary. We consider trends of claims and take action to improve vehiclequality and minimize claims.The estimated amount accrued for recall campaigns at the time of vehicle sale is most sensitive to the estimated number of recall events, the number ofvehicles per recall event, the take rate, and the cost per vehicle for each recall event. The estimated cost of a recall campaign that is accrued on an individualbasis is most sensitive to our estimated assumed take rate that is primarily developed based on our historical take rate experience. A 10% increase in theestimated take rate for all recall campaigns would increase the estimated cost by approximately $0.3 billion.Actual experience could differ from the amounts estimated requiring adjustments to these liabilities in future periods. Due to the uncertainty and potentialvolatility of the factors contributing to developing estimates, changes in our assumptions could materially affect our results of operations.Sales IncentivesThe estimated effect of sales incentives to dealers and end customers is recorded as a reduction of Automotive net sales and revenue at the later of the timeof sale or announcement of an incentive program to dealers. There may be numerous types of incentives available at any particular time, including a choiceof incentives for a specific model. Incentive programs are generally brand specific, model specific or sales region specific and are for specified time periods,which may be extended. Significant factors used in estimating the cost of incentives include the volume of vehicles that will be affected by the incentiveprograms offered by product, product mix, the rate of customer acceptance of any incentive program and the likelihood that an incentive program will beextended, all of which are estimated based on historical experience and assumptions concerning customer behavior and future market conditions. When anincentive program is announced, the number of vehicles in dealer inventory eligible for the incentive program is determined and a reduction of Automotivenet sales and revenue is recorded in the period in which the program is announced. If the actual number of affected vehicles differs from this estimate, or if adifferent mix of incentives is actually paid, the reduction in Automotive net sales and revenue incentives could be affected. There are a multitude of inputsaffecting the calculation of the estimate for sales incentives and an increase or decrease of any of these variables could have a significant effect on recordedsales incentives.Forward-Looking StatementsIn this 2015 Form 10-K 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 in related comments by our management, we use words like “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,”“effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “priorities,”“project,” “pursue,” “seek,” “will,” “should,” “target,” “when,” “would,” or the negative of any of those words or similar expressions to identify forward-looking statements that represent our current judgment about possible future events. In making these statements we rely on assumptions and analyses basedon our experience and perception of historical trends, current conditions and expected future developments as well as other factors we consider appropriateunder the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actualresults may differ materially due to a variety of important factors, both positive and negative. These factors, which may be revised or supplemented insubsequent reports on SEC Forms 10-Q and 8-K, include among others the following:•Our ability to maintain profitability over the long-term, including our ability to fund and introduce new and improved vehicle models that are ableto attract a sufficient number of consumers;•The success of our full-size pick-up trucks and SUVs;•Global automobile market sales volume, which can be volatile;•The results of our joint ventures, which we cannot operate solely for our benefit and over which we may have limited control;•Our ability to realize production efficiencies and to achieve reductions in costs as we implement operating effectiveness initiatives throughout ourautomotive operations;44Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES•Our ability to maintain quality control over our vehicles and avoid material vehicle recalls and the cost and effect on our reputation and products;•Our ability to maintain adequate liquidity and financing sources including as required to fund our planned significant investment in newtechnology;•Our ability to realize successful vehicle applications of new technology and our ability to deliver new products, services and customer experiencesin response to new participants in the automotive industry;•Shortages of and increases or volatility in the price of oil, including as a result of political instability;•The ability of our suppliers to deliver parts, systems and components without disruption and at such times to allow us to meet production schedules;•Risks associated with our manufacturing facilities around the world;•Our ability to manage the distribution channels for our products;•Our ability to successfully restructure our operations in various countries;•The continued availability of both wholesale and retail financing from finance companies in markets in which we operate to support our ability tosell vehicles, which is dependent on those entities' ability to obtain funding and their continued willingness to provide financing;•Changes in economic conditions, commodity prices, housing prices, foreign currency exchange rates or political stability in the markets in which weoperate;•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, regulatory environment and market conditions in China, including the effect of competition from newmarket entrants, on our vehicle sales and market position in China;•Changes in the existing, or the adoption of new, laws, regulations, policies or other activities of governments, agencies and similar organizationsparticularly laws, regulations and policies relating to vehicle safety including recalls, and, 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 and government investigations including the potential imposition of damages, substantial fines, civillawsuits and criminal penalties, interruptions of business, modification of business practices, equitable remedies and other sanctions against us inconnection with various legal proceedings and investigations relating to our various recalls;•Our ability to comply with the terms of the DPA;•Risks related to security breaches and other disruptions to our vehicles, information technology networks and systems;•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 mortality or other assumption changes;•Our continued ability to develop captive financing capability through GM Financial; and•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 RiskAutomotive45Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESThe overall financial risk management program is under the responsibility of the Chief Financial Officer with support from the Financial Risk Councilwhich reviews and, where appropriate, approves strategies to be pursued to mitigate these risks. The Financial Risk Council comprises members of ourmanagement and functions under the oversight of the Audit Committee and Finance Committee, committees of the Board of Directors. The Audit Committeeand Finance Committee assist and guide the Board of Directors in its oversight of our financial and risk management strategies. A risk management controlframework is utilized to monitor the strategies, risks and related hedge positions in accordance with the policies and procedures approved by the FinancialRisk Council. Our financial risk management policy is designed to protect against risk arising from 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. Sensitivityanalysis is used to measure the potential loss in the fair value of financial instruments with exposure to market risk. The models used assume instantaneous,parallel shifts 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 toreflect the complex market reactions that normally would arise from the market shifts modeled and do not contemplate the effects of correlations betweenforeign currency 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 our operations. AtDecember 31, 2015 our most significant foreign currency exposures were the Euro/British Pound, Euro/U.S. Dollar, U.S. Dollar/Mexican Peso, Euro/SouthKorean Won, U.S. Dollar/South Korean Won and U.S. Dollar/CAD. Derivative instruments such as foreign currency forwards, swaps and options are usedprimarily to hedge exposures with respect to forecasted revenues, costs and commitments denominated in foreign currencies. At December 31, 2015 suchcontracts had remaining maturities of up to 20 months. At December 31, 2015 and 2014 the net fair value liability of financial instruments with exposure to foreign currency risk was $0.8 billion and $0.9 billion.These amounts are calculated utilizing a population of foreign currency exchange derivatives, embedded derivatives and foreign currency denominated debtand exclude the offsetting effect of foreign currency cash, cash equivalents and other assets. The potential loss in fair value for such financial instrumentsfrom a 10% adverse change in all quoted foreign currency exchange rates would have been $0.3 billion and $0.2 billion at December 31, 2015 and 2014.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 partof the consolidation process. Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adverselyaffect our financial condition.The following table summarizes the amounts of automotive foreign currency translation and transaction and remeasurement losses (dollars in millions): Years Ended December 31, 2015 2014Translation losses recorded in Accumulated other comprehensive loss$302 $19Transaction and remeasurement losses recorded in earnings$813 $430Interest Rate RiskWe 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, 2015 and 2014 we did not have any interest rate swap positions to manage interest rate exposures in ourautomotive operations. At December 31, 2015 and 2014 the fair value liability of debt and capital leases was $9.1 billion and $9.8 billion. The potentialincrease in fair value resulting from a 10% decrease in quoted interest rates would have been $0.4 billion at December 31, 2015 and 2014.46Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESAt December 31, 2015 and 2014 we had marketable securities of $7.6 billion and $8.0 billion classified as available-for-sale and $0.6 billion and $1.3billion classified as trading. The potential decrease in fair value from a 50 basis point increase in interest rates would have been insignificant at December 31,2015 and 2014.Automotive Financing - GM FinancialInterest Rate RiskFluctuations in market interest rates can affect GM Financial's gross interest rate spread, which is the difference between interest earned on financereceivables and interest paid on debt. Typically retail finance receivables purchased by GM Financial bear fixed interest rates and are funded by variable orfixed rate debt. Commercial finance receivables originated by GM Financial bear variable interest rates and are funded by variable rate debt. The variable ratedebt is subject to adjustments to reflect prevailing market interest rates. To help mitigate interest rate risk or mismatched funding, GM Financial may employhedging strategies to lock in the interest rate spread.Fixed 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.In GM Financial's securitization transactions it can transfer fixed rate finance receivables to securitization trusts that, in turn, sell either fixed rate orfloating rate securities to investors. Derivative financial instruments, such as interest rate swaps and caps, are used to manage the gross interest rate spread onthe floating rate transactions.GM Financial had interest rate swaps and caps in asset positions with notional amounts of $10.4 billion and $3.8 billion and interest rate swaps and caps inliability positions with notional amounts of $13.9 billion and $7.4 billion at December 31, 2015 and 2014. The fair value of these derivative financialinstruments 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, 2015 (dollars in millions): 2016 2017 2018 2019 2020 Thereafter Fair ValueAssets Retail finance receivables Principal amounts$11,415 $8,204 $5,136 $2,715 $1,268 $523 $28,545Weighted-average annual percentage rate9.03% 9.08% 9.09% 9.17% 9.16% 9.37% Commercial finance receivables Principal amounts$7,900 $106 $103 $101 $72 $98 $8,162Weighted-average annual percentage rate2.85% 4.45% 4.32% 4.33% 4.39% 4.24% Liabilities Secured Debt: Credit facilities Principal amounts$5,563 $1,286 $592 $95 $11 $— $7,494Weighted-average interest rate2.50% 3.85% 3.92% 5.53% 4.86% —% Securitization notes Principal amounts$8,887 $7,882 $5,096 $1,025 $306 $— $23,177Weighted-average interest rate1.80% 1.84% 2.17% 2.60% 2.59% —% Unsecured Debt: Senior notes Principal amounts$1,000 $2,738 $3,106 $3,093 $4,110 $5,050 $19,045Weighted-average interest rate2.75% 3.57% 3.08% 2.93% 3.22% 4.04% Credit facilities and other unsecured debt Principal amounts$3,343 $916 $353 $72 $— $— $4,681Weighted-average interest rate7.89% 8.31% 2.74% 5.19% —% —% 47Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESThe 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, 2014 (dollars in millions): 2015 2016 2017 2018 2019 Thereafter Fair ValueAssets Retail finance receivables Principal amounts$10,440 $7,336 $4,551 $2,308 $968 $382 $25,541Weighted-average annual percentage rate10.26% 10.45% 10.56% 10.82% 11.04% 11.21% Commercial finance receivables Principal amounts$7,333 $79 $69 $87 $76 $51 $7,565Weighted-average annual percentage rate6.17% 4.63% 4.41% 4.36% 4.38% 4.67% Liabilities Secured Debt: Credit facilities Principal amounts$4,532 $1,593 $757 $141 $17 $— $6,991Weighted-average interest rate4.36% 5.92% 6.34% 8.63% 8.87% —% Securitization notes Principal amounts$7,348 $5,703 $3,596 $1,190 $354 $— $18,237Weighted-average interest rate1.94% 1.86% 2.04% 2.50% 3.06% —% Unsecured Debt: Senior notes Principal amounts$— $1,000 $2,795 $1,250 $1,405 $2,000 $8,707Weighted-average interest rate—% 2.75% 3.56% 4.65% 2.80% 4.33% Credit facilities and other unsecured debt Principal amounts$2,611 $881 $107 $85 $84 $— $3,772Weighted-average interest rate10.33% 9.70% 5.64% 5.14% 5.14% —% 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.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 into U.S.Dollars as part of the consolidation process. Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations andmay adversely affect GM Financial's financial condition.GM Financial primarily finances its receivables and leased assets with debt in the same currency. When a different currency is used GM Financial may useforeign currency swaps to convert substantially all of its foreign currency debt obligations to the local currency of the receivables and lease assets tominimize any impact to earnings.GM Financial had foreign currency swaps in asset positions with notional amounts of $1.5 billion and $1.6 billion and in liability positions with notionalamounts of $0 and $1.1 billion at December 31, 2015 and 2014. The fair value of these derivative financial instruments was insignificant.The following table summarizes the amounts of GM Financial's foreign currency translation and transaction and remeasurement losses (dollars in millions): Years Ended December 31, 2015 2014Foreign currency translation losses recorded in Accumulated other comprehensive loss$(669) $(430)Losses resulting from foreign currency transactions and remeasurements recorded in earnings$(58) $(170)Gains resulting from foreign exchange swaps recorded in earnings42 163Net losses resulting from foreign currency exchange recorded in earnings$(16) $(7)48Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIES* * * * * * *49Table 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, 2015, basedon the criteria established in Internal Control - Integrated Framework (2013) 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 the accompanying Management’s Report on Internal Control over Financial Reporting.Our responsibility is to 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 andprincipal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertainto the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of managementand directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or dispositionof the company’s assets 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 ofchanges in 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, 2015, based on thecriteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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, 2015 of the Company and our report dated February 3, 2016 expressed an unqualified opinion on thosefinancial statements./s/ DELOITTE & TOUCHE LLPDeloitte & Touche LLPDetroit, MichiganFebruary 3, 201650Table 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, 2015and 2014, and the related Consolidated Statements of Income, Comprehensive Income, Cash Flows and Equity for each of the three years in the period endedDecember 31, 2015. 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, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December31, 2015, in conformity with accounting principles generally accepted in the United States of America.We have also audited, in accordance with the standards of Public Company Accounting Oversight Board (United States), the Company’s internal controlover financial reporting as of December 31, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by theCommittee of Sponsoring Organizations of the Treadway Commission and our report dated February 3, 2016 expressed an unqualified opinion on theCompany's internal control over financial reporting./s/ DELOITTE & TOUCHE LLPDeloitte & Touche LLPDetroit, MichiganFebruary 3, 201651Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESItem 8. Financial Statements and Supplementary DataCONSOLIDATED INCOME STATEMENTS(In millions, except per share amounts) Years Ended December 31, 2015 2014 2013Net sales and revenue Automotive$145,922 $151,092 $152,092GM Financial6,434 4,837 3,335Total net sales and revenue152,356 155,929 155,427Costs and expenses Automotive cost of sales (Note 11)128,321 138,082 134,925GM Financial interest, operating and other expenses5,733 4,039 2,448Automotive selling, general and administrative expense13,405 12,158 12,382Goodwill impairment charges (Note 9)— 120 541Total costs and expenses147,459 154,399 150,296Operating income4,897 1,530 5,131Automotive interest expense443 403 334Interest income and other non-operating income, net (Note 18)621 823 1,063Gain (loss) on extinguishment of debt (Note 12)449 202 (212)Equity income (Note 7)2,194 2,094 1,810Income before income taxes7,718 4,246 7,458Income tax expense (benefit) (Note 16)(1,897) 228 2,127Net income9,615 4,018 5,331Net (income) loss attributable to noncontrolling interests72 (69) 15Net income attributable to stockholders$9,687 $3,949 $5,346 Net income attributable to common stockholders$9,687 $2,804 $3,770 Earnings per share (Note 20) Basic Basic earnings per common share$6.11 $1.75 $2.71Weighted-average common shares outstanding1,586 1,605 1,393Diluted Diluted earnings per common share$5.91 $1.65 $2.38Weighted-average common shares outstanding1,640 1,687 1,676Reference should be made to the notes to consolidated financial statements.52Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(In millions) Years Ended December 31, 2015 2014 2013Net income$9,615 $4,018 $5,331Other comprehensive income (loss), net of tax (Note 19) Foreign currency translation adjustments(955) (473) (733)Defined benefit plans, net1,011 (4,505) 5,693Other— (5) (39)Other comprehensive income (loss), net of tax56 (4,983) 4,921Comprehensive income (loss)9,671 (965) 10,252Comprehensive (income) loss attributable to noncontrolling interests53 (46) 33Comprehensive income (loss) attributable to stockholders$9,724 $(1,011) $10,285Reference should be made to the notes to consolidated financial statements.53Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(In millions, except per share amounts) December 31, 2015 December 31, 2014ASSETS Current Assets Cash and cash equivalents$15,238 $18,954Marketable securities (Note 3)8,163 9,222Restricted cash and marketable securities (Note 3; Note 10 at VIEs)1,590 1,338Accounts and notes receivable (net of allowance of $327 and $340)8,337 9,078GM Financial receivables, net (Note 4; Note 10 at VIEs)18,051 16,528Inventories (Note 5)13,764 13,642Equipment on operating leases, net (Note 6)2,783 3,564Deferred income taxes (Note 16)8,599 9,760Other current assets1,482 1,540Total current assets78,007 83,626Non-current Assets Restricted cash and marketable securities (Note 3; Note 10 at VIEs)583 935GM Financial receivables, net (Note 4; Note 10 at VIEs)18,500 16,006Equity in net assets of nonconsolidated affiliates (Note 7)9,201 8,350Property, net (Note 8)31,229 27,743Goodwill and intangible assets, net (Note 9)5,947 6,410GM Financial equipment on operating leases, net (Note 6; Note 10 at VIEs)20,172 7,060Deferred income taxes (Note 16)28,443 25,414Other assets2,438 1,957Total non-current assets116,513 93,875Total Assets$194,520 $177,501LIABILITIES AND EQUITY Current Liabilities Accounts payable (principally trade)$24,062 $22,529Short-term debt and current portion of long-term debt (Note 12) Automotive817 497GM Financial (Note 10 at VIEs)18,745 14,447Accrued liabilities (Note 11)27,842 28,184Total current liabilities71,466 65,657Non-current Liabilities Long-term debt (Note 12) Automotive7,948 8,853GM Financial (Note 10 at VIEs)35,601 22,868Postretirement benefits other than pensions (Note 13)5,685 6,229Pensions (Note 13)20,911 23,788Other liabilities (Note 11)12,586 14,082Total non-current liabilities82,731 75,820Total Liabilities154,197 141,477Commitments and contingencies (Note 15) Equity (Note 19) Common stock, $0.01 par value15 16Additional paid-in capital27,607 28,937Retained earnings20,285 14,577Accumulated other comprehensive loss(8,036) (8,073)Total stockholders’ equity39,871 35,457Noncontrolling interests452 567Total Equity40,323 36,024Total Liabilities and Equity$194,520 $177,501Reference should be made to the notes to consolidated financial statements.54Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(In millions) Years Ended December 31, 2015 2014 2013Cash flows from operating activities Net income$9,615 $4,018 $5,331Depreciation, amortization and impairment charges8,017 7,238 8,041Foreign currency remeasurement and transaction losses829 437 350Amortization of discount and issuance costs on debt issues176 181 114Undistributed earnings of nonconsolidated affiliates and gains on investments(147) (301) (92)Pension contributions and OPEB payments(1,600) (1,315) (1,458)Pension and OPEB expense, net321 439 638(Gains) losses on extinguishment of debt(449) (202) 212Provision (benefit) for deferred taxes(2,757) (574) 1,561Change in other operating assets and liabilities (Note 24)(1,754) 244 (1,326)Other operating activities(273) (107) (741)Net cash provided by operating activities11,978 10,058 12,630Cash flows from investing activities Expenditures for property(7,874) (7,091) (7,565)Available-for-sale marketable securities, acquisitions(8,113) (7,636) (6,754)Trading marketable securities, acquisitions(1,250) (1,518) (3,214)Available-for-sale marketable securities, liquidations8,463 6,874 3,566Trading marketable securities, liquidations1,758 1,881 6,538Acquisition of companies/investments, net of cash acquired(928) (53) (2,623)Proceeds from sale of business units/investments, net of cash disposed— — 896Increase in restricted cash and marketable securities(744) (839) (984)Decrease in restricted cash and marketable securities376 515 1,107Purchases of finance receivables(17,495) (14,744) (10,838)Principal collections and recoveries on finance receivables11,726 10,860 7,555Purchases of leased vehicles, net(15,158) (4,776) (2,254)Proceeds from termination of leased vehicles1,096 533 217Other investing activities108 296 (9)Net cash used in investing activities(28,035) (15,698) (14,362)Cash flows from financing activities Net increase in short-term debt1,128 391 156Proceeds from issuance of debt (original maturities greater than three months)35,679 31,373 28,041Payments on debt (original maturities greater than three months)(17,256) (19,524) (20,191)Payments to purchase stock(3,520) (3,277) (2,438)Dividends paid (including charge related to redemption and purchase of Series A Preferred Stock)(2,242) (3,165) (1,687)Other financing activities(103) (123) (150)Net cash provided by financing activities13,686 5,675 3,731Effect of exchange rate changes on cash and cash equivalents(1,345) (1,102) (400)Net increase (decrease) in cash and cash equivalents(3,716) (1,067) 1,599Cash and cash equivalents at beginning of period18,954 20,021 18,422Cash and cash equivalents at end of period$15,238 $18,954 $20,021 Significant Non-cash Investing and Financing Activity Non-cash property additions$4,676 $3,313 $3,224Mandatory conversion of Series B Preferred Stock into common stock (Note 19) $4,854Reference should be made to the notes to consolidated financial statements.55Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF EQUITY(In millions) Series APreferredStock Series BPreferredStock Common Stockholders’ NoncontrollingInterests Total EquityCommonStock AdditionalPaid-inCapital RetainedEarnings Accumulated OtherComprehensive Loss Balance January 1, 2013$5,536 $4,855 $14 $23,834 $10,057 $(8,052) $756 $37,000Net income— — — — 5,346 — (15) 5,331Other comprehensive income— — — — — 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 — — — 75Mandatory conversion of Series B Preferred Stock intocommon stock— (4,855) 1 4,854 — — — —Cash dividends paid on Series A Preferred Stock, chargerelated to purchase of Series A Preferred Stock anddividends on Series B Preferred Stock— — — — (1,587) — — (1,587)Dividends declared or paid to noncontrolling interests— — — — — — (82) (82)Other— — — 14 — — (74) (60)Balance December 31, 20133,109 $— 15 28,780 13,816 (3,113) 567 43,174Net income— — — 3,949 — 69 4,018Other comprehensive loss— — — — (4,960) (23) (4,983)Redemption and cancellation of Series A Preferred Stock(3,109) — — — — — (3,109)Purchase of common stock— — (85) (83) — — (168)Exercise of common stock warrants— 1 38 — — — 39Stock based compensation— — 206 (17) — — 189Cash dividends paid on Series A Preferred Stock and chargerelated to redemption of Series A Preferred Stock— — — (1,160) — — (1,160)Cash dividends paid on common stock— — — (1,928) — — (1,928)Dividends declared or paid to noncontrolling interests— — — — — (73) (73)Other— — (2) — — 27 25Balance December 31, 2014$— 16 28,937 14,577 (8,073) 567 36,024Net income — — 9,687 — (72) 9,615Other comprehensive income — — — 37 19 56Purchase of common stock (1) (1,745) (1,774) — — (3,520)Exercise of common stock warrants — 46 — — — 46Stock based compensation — 369 (31) — — 338Cash dividends paid on common stock — — (2,174) — — (2,174)Dividends declared or paid to noncontrolling interests — — — — (75) (75)Other — — — — 13 13Balance December 31, 2015 $15 $27,607 $20,285 $(8,036) $452 $40,323Reference should be made to the notes to consolidated financial statements.56Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 1. Nature of Operations and Basis of PresentationGeneral Motors Company was incorporated as a Delaware corporation in 2009. We design, build and sell cars, trucks and automobile parts worldwide. Wealso provide automotive financing services through GM Financial. We analyze the results of our business through the following segments: GMNA, GME,GMIO, GMSA and GM Financial. Nonsegment operations are classified as Corporate. Corporate includes certain centrally recorded income and costs such asinterest, income taxes, corporate expenditures and certain nonsegment specific revenues and expenses.Principles of ConsolidationThe consolidated financial statements are prepared in conformity with U.S. GAAP. All intercompany balances and transactions have been eliminated inconsolidation.We consolidate entities that we control due to ownership of a majority voting interest and we consolidate variable interest entities (VIEs) when we havevariable interests and are the primary beneficiary. We continually evaluate our involvement with VIEs to determine when these criteria are met. 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.Use of Estimates in the Preparation of the Financial StatementsAccounting estimates are an integral part of the consolidated financial statements. These estimates require the use of judgments and assumptions that affectthe 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 the resulting balances arereasonable; however, due to the inherent uncertainties in making estimates actual results could differ from the original estimates, requiring adjustments tothese 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 RecognitionAutomotiveAutomotive net sales and revenue primarily consist of revenue generated from the sale of vehicles. Vehicle sales are recorded when title and risks andrewards of ownership have passed to our customers. For the majority of our automotive sales this occurs when a vehicle is released to the carrier responsiblefor transporting it to a dealer and when collectability is reasonably assured. Vehicle sales are recorded when the vehicle is delivered to the dealer in mostremaining cases. Provisions for recurring or announced 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 soldare recorded as reductions to Automotive net sales and revenue when announced. Taxes assessed by various government entities, such as sales, use and value-added taxes, collected at the time of sale are excluded from Automotive net sales and revenues.Vehicle sales to daily rental car companies with guaranteed repurchase obligations are accounted for as operating leases. Estimated lease revenue isrecorded ratably over the estimated term of the lease based on the difference between net sales proceeds and the57Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)guaranteed repurchase amount. The difference between the cost of the vehicle and estimated residual value is depreciated on a straight-line basis over theestimated term of the lease.Automotive Financing - GM FinancialFinance charge income earned on receivables is recognized using the effective interest method for retail finance receivables and accrual method forcommercial finance 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 on retail finance receivables is generally suspended onaccounts that are more than 60 days delinquent, accounts in bankruptcy and accounts in repossession. Payments received on nonaccrual loans are firstapplied to any fees due, then to any interest due and then any remaining amounts are recorded to principal. Interest accrual generally resumes once anaccount has received payments bringing the delinquency to less than 60 days past due. Accrual of finance charge income on commercial finance receivablesis generally suspended on accounts that are more than 90 days delinquent, upon receipt of a bankruptcy notice from a borrower, or where reasonable doubtexists about the full collectability of contractually agreed upon principal and interest. Payments received on nonaccrual loans are first applied to principal.Interest accrual resumes once an account has received payments bringing the account fully current and collection of contractual principal and interest isreasonably assured (including amounts previously charged off).Income from operating lease assets, which includes lease origination fees, net of lease origination costs and incentives, is recorded as operating leaserevenue on a straight-line basis over the term of the lease agreement.Advertising and Promotion ExpendituresAdvertising and promotion expenditures, which are expensed as incurred in Automotive selling, general and administrative expense, were $5.1 billion,$5.2 billion and $5.5 billion in the years ended December 31, 2015, 2014 and 2013.Research and Development ExpendituresResearch and development expenditures, which are expensed as incurred in Automotive cost of sales, were $7.5 billion, $7.4 billion and $7.2 billion in theyears ended December 31, 2015, 2014 and 2013.Cash EquivalentsCash equivalents are defined as short-term, highly-liquid investments with original maturities of 90 days or less.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 andmodel-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.58Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)Trading securities are recorded at fair value with changes in fair value recorded in Interest income and other non-operating income, net. We determinerealized 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. If quoted market prices are not available, fair values of securities are determined using prices from a pricing service, pricing models, quotedprices of securities with similar characteristics or discounted cash flow models. These prices represent non-binding quotes. Our pricing service utilizesindustry-standard pricing models that consider various inputs. We conduct an annual review of our pricing service. Based on our review we believe the pricesreceived from our pricing service are a reliable representation of exit prices.An evaluation is made quarterly to determine if unrealized losses related to non-trading investments in securities are other-than-temporary. Factorsconsidered include: (1) the length of time and extent to which the fair value has been below cost; (2) the financial condition and near-term prospects of theissuer; and (3) the intent to sell or likelihood to be forced to sell the security before any anticipated recovery.We 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, escrowsand other cash collateral.Finance ReceivablesFinance receivables are carried at amortized cost, net of allowance for loan losses.The component of the allowance for retail finance receivables that is collectively evaluated for impairment is based on a statistical calculation which issupplemented 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 historical delinquency migration to loss, probability of default and loss given default. The lossconfirmation period is a key assumption within the models and represents the average amount of time from when a loss event first occurs to when thereceivable is charged-off. GM Financial also considers an evaluation of overall portfolio credit quality based on various indicators.Retail finance receivables are generally charged off in the month in which the account becomes 120 days contractually delinquent if we have not yetrecorded a repossession charge-off. A charge-off generally represents the difference between the estimated net sales proceeds and the amount of the contract,including accrued interest.InventoryInventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business lesscost to sell, and considers general market and economic conditions, periodic reviews of current profitability of vehicles, product warranty costs and the effectof current and expected incentive offers at the balance sheet date. Net realizable value for off-lease and other vehicles is current auction sales proceeds lessdisposal and warranty costs. Productive material, work in process, supplies and service parts are reviewed to determine if inventory quantities are in excess offorecasted usage or if they have become obsolete.Equipment on Operating Leases, netEquipment on operating leases, net is reported at cost, less accumulated depreciation and impairment, net of origination fees or costs and lease incentives.Estimated income from operating lease assets, which includes lease origination fees, net of lease origination costs, is recorded as operating lease revenue on astraight-line basis over the term of the lease agreement. Leased vehicles are depreciated on a straight-line basis to an estimated residual value over the term ofthe lease agreements.We have significant investments in vehicle operating lease portfolios, which consist of vehicle leases to retail customers with lease terms of two to fiveyears 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 of thoseassets. For impairment purposes the residual values represent estimates of the values of the vehicles leased at the end of the lease contracts and are determinedbased on forecasted auction proceeds when there is a reliable basis to make such a determination. Realization of the residual values is dependent on thefuture ability to market59Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)the vehicles under prevailing market conditions. The adequacy of the estimate of the residual value is evaluated over the life of the lease and adjustmentsmay be made to the extent the expected value of the vehicle at lease termination changes. Adjustments may be in the form of revisions to the depreciationrate or recognition of an impairment charge. Impairment is determined to exist if an impairment indicator exists and the expected future cash flows, whichinclude estimated residual values, are lower than the carrying amount of the vehicles leased. If the carrying amount is considered impaired an impairmentcharge is recorded for the amount by which the carrying amount exceeds fair value. Fair value is determined primarily using 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 lowerof cost or estimated selling price, less cost to sell. Upon disposition proceeds are recorded in Automotive net sales and revenue and costs are recorded inAutomotive cost of sales. In our automotive finance operations when a leased vehicle is returned or repossessed the asset is recorded in Other assets at thelower of cost or estimated selling price, less costs to sell. Upon disposition a gain or loss is recorded in GM Financial interest, operating and other expensesfor any difference between the net book value of the leased asset and the proceeds from the disposition of the asset.Depreciation expense and impairment charges related to Equipment on operating leases, net are recorded in Automotive cost of sales or GM Financialinterest, 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. Impairmentcharges related to equity method investments are recorded in Equity income. Impairment charges related to cost method investments are recorded in Interestincome 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 arecapitalized. The gross amount of assets under capital leases is included in property, plant and equipment. Expenditures for repairs and maintenance arecharged to expense as incurred. We depreciate all depreciable property using the straight-line method. Leasehold improvements are amortized over the periodof lease or the life of the asset, whichever is shorter. The amortization of the assets under capital leases is included in depreciation expense. Upon retirementor disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or lossis recorded in earnings. Impairment charges related to property are recorded in Automotive cost of sales, Automotive selling, general and administrativeexpense or GM Financial interest, 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 manufacturingprocess. Expenditures for special tools are recorded at cost and are capitalized. We amortize special tools over their estimated useful lives using the straight-line method or an accelerated amortization method based on their historical and estimated production volume. Impairment charges related to special tools arerecorded in Automotive cost of sales.GoodwillGoodwill is tested for impairment for all reporting units on an annual basis as of October 1, or more frequently if events occur or circumstances change thatwould warrant such a review. When performing our goodwill impairment testing, the fair values of our reporting units are determined based on valuationtechniques using the best available information, primarily discounted cash flow projections. We make significant assumptions and estimates, which utilizeLevel 3 inputs, about the extent and timing of future cash flows, growth rates, market share and discount rates that represent unobservable inputs into ourvaluation methodologies. Our fair value estimates for annual and event-driven impairment tests assume the achievement of the future financial resultscontemplated in our forecasted cash flows and there can be no assurance that we will realize that value. Because the fair value of goodwill can be measuredonly as a residual amount and cannot be determined directly we calculate the implied goodwill for those reporting units failing Step 1 in the same mannerthat goodwill is recognized in a business combination pursuant to Accounting Standards Codification (ASC) 805.60Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)Intangible Assets, netIntangible assets, excluding goodwill, primarily include brand names, technology and 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 expectedcash flows and underlying data used to measure the fair value of the intangible assets when selecting a useful life. Impairment charges related to intangibleassets are recorded in Automotive selling, general and administrative expense or Automotive cost of sales. Amortization of developed technology andintellectual property is recorded in Automotive cost of sales. Amortization of brand names, customer relationships and our dealer networks is recorded inAutomotive selling, general and administrative expense or GM Financial interest, 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 eventsand circumstances 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 and non-product specific long-lived assets are separately tested for impairmenton a reporting unit basis in GMNA and GME and tested at or within our various reporting units in GMIO, GMSA and GM Financial. Fair value is determinedusing either the market or sales comparison approach, cost approach or anticipated cash flows discounted at a rate commensurate with the risk involved.Long-lived assets to be disposed of other than by sale are considered held for use until disposition. Product-specific assets may become impaired as a result ofdeclines in vehicle profitability due to changes in volume, pricing or costs.Pension and OPEB 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 expectedperiod of benefit which may be: (1) the average period to full eligibility; or (2) the average life expectancy of the plan participants.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 thatdifference over 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.The benefit obligation for pension plans in Canada, the United Kingdom and Germany represents 91% of the non-U.S. pension benefit obligation atDecember 31, 2015. The discount rates for plans in Canada, the United Kingdom and Germany are determined using a cash flow matching approach similar tothe U.S. approach.Plan Asset ValuationDue to the lack of timely available market information for certain investments in the asset classes described below 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.61Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)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.Debt SecuritiesValuations for debt securities are based on quotations received from independent pricing services or from dealers who make markets in such securities.Debt securities priced via pricing services that utilize matrix pricing which considers readily observable inputs such as the yield or price of bonds ofcomparable quality, coupon, maturity and type as well as dealer supplied prices, are classified in Level 2. Debt securities within this category that aretypically priced by dealers and pricing services via the use of proprietary pricing models which incorporate significant unobservable inputs are classified inLevel 3. These inputs primarily consist of yield and credit spread assumptions, discount rates, prepayment curves, default assumptions and recovery rates.Investment Funds, Private Equity and Debt Investments and Real Estate InvestmentsInvestment funds, private equity and debt investments and real estate investments are valued based on the Net Asset Value (NAV) per Share (or itsequivalent) as a practical expedient to estimate fair value due to the absence of readily available market prices.NAV's are provided by the respective investment sponsors or investment advisers and are subsequently reviewed and approved by management. In theevent management concludes a reported NAV does not reflect fair value or is not determined as of the financial reporting measurement date, we will considerwhether and when deemed necessary to make an adjustment at the balance sheet date. In determining whether an adjustment to the external valuation isrequired, we will review material factors that could affect the valuation, such as changes to the composition or performance of the underlying investments orcomparable investments, overall market conditions, expected sale prices for private investments which are probable of being sold in the short-term and othereconomic factors that may possibly have a favorable or unfavorable effect on the reported external valuation.Extended Disability BenefitsWe provide extended disability benefits for employees currently disabled and those in the active workforce who may become disabled in the form ofincome replacement, healthcare costs and life insurance premiums. We recognize a liability for extended disability benefits over the expected service periodusing measurement provisions similar to those used to measure our OPEB obligations based on our best estimate of the probable liability at the measurementdate. We record actuarial gains and losses immediately in earnings.Stock Incentive PlansOur stock incentive plans include RSUs, Performance Share Units (PSUs), stock options and salary stock. We measure and record compensation expensebased on the fair value of our common stock on the date of grant for RSUs and PSUs and the grant date fair value of stock options determined utilizing alattice model or the Black-Scholes-Merton formula. Compensation cost for awards that do not have an established accounting grant date is based on the fairvalue of our common stock at the end of each reporting period. We record compensation cost for RSUs and PSUs on a straight-line basis over the entirevesting period, or for retirement eligible employees over the requisite service period. We use the graded vesting method to record compensation cost for stockoptions over the lesser of the vesting period or the time period an employee becomes eligible to retain the award at retirement. Salary stock awards are fullyvested and nonforfeitable upon grant; therefore, compensation cost is recorded on the date of grant. The liability for stock incentive plan awards settled incash is remeasured to fair value at the end of each reporting period.Policy, Product Warranty and Recall Campaigns62Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)The 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 thevehicle line and assumptions about future activity and events. Revisions are made when necessary based on changes in these factors. The estimated costsrelated to recall campaigns are accrued at the time of vehicle sale in GMNA and when probable and reasonably estimable in other geographical regions.Income TaxesThe liability method is used in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basisof assets 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 valuationallowances for deferred tax assets based on a more likely than not standard. The ability to realize deferred tax assets depends on the ability to generatesufficient taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction. The assessmentregarding whether a valuation allowance is required or should be adjusted also considers all available positive and negative evidence factors. It is difficult toconclude a valuation allowance is not required when there is significant objective and verifiable negative evidence, such as cumulative losses in 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 willbe sustained based on the technical merits of the position; and (2) for those tax positions that meet the more likely than not recognition, we recognize thelargest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. We record interest andpenalties on uncertain 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. Theassets and liabilities of foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functionalcurrency and then translated to U.S. Dollars. Revenues and expenses are translated into U.S. Dollars using the average exchange rates prevailing for eachperiod presented.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 interest, operating and other expenses unless related to Automotive debt, which are recorded in Interest incomeand other non-operating income, net. Foreign currency transaction and remeasurement losses were $829 million, $437 million and $350 million in the yearsended December 31, 2015, 2014 and 2013.Derivative Financial InstrumentsAutomotive Financing - GM FinancialGM Financial recognizes all of its derivative financial instruments as either assets or liabilities at fair value. The accounting for changes in the fair value ofeach derivative financial instrument depends on whether it has been designated and qualifies as an accounting hedge, as well as the type of hedgingrelationship identified. GM Financial does not use derivative instruments for trading or speculative purposes.63Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)GM Financial utilizes interest rate cap and interest rate swap agreements to manage interest rate risk. The change in fair value of the cap and swapagreements is recorded in GM Financial interest, operating and other expenses. Cash flows for all derivative financial instruments are classified as operatingactivities.GM Financial also utilizes certain interest rate swap agreements as fair value hedges of fixed-rate debt. The risk being hedged is the risk of changes in thefair value of the hedged debt attributable to changes in the benchmark interest rate. If the hedge relationship is deemed to be highly effective and the swaphas been designated as a fair value hedge, the changes in the fair value of the hedged debt are recorded in debt with the offset in GM Financial interest,operating and other expenses. The change in fair value of the related derivative (excluding accrued interest) is also recorded in GM Financial interest,operating and other expenses.Recently Adopted Accounting StandardsIn 2015 we adopted ASU 2015-02, “Amendments to the Consolidation Analysis” (ASU 2015-02), which is effective for annual reporting periods beginningon or after December 15, 2015, with early adoption permitted. ASU 2015-02 requires us to reassess whether certain entities should be consolidated. Also in2015 we adopted the provisions of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (ASU 2015-03), whereby debt issuance costsassociated with non-revolving debt are presented as a reduction to the debt principal balance. The adoption of ASU 2015-02 and ASU 2015-03 did not havea material impact on our consolidated financial statements. Certain prior year amounts were reclassified to conform to our current year presentation.In 2015 we also adopted the provisions of ASU 2015-07, “Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or ItsEquivalent)”, in which investments measured at fair value using the net asset value per share method (or its equivalent) as a practical expedient are notrequired to be categorized in the fair value hierarchy and are separately presented to permit reconciliation of total pension plan assets. Refer to Note 13 fordetails of the impact of this adoption. Certain prior year amounts were reclassified to conform to our current year presentation. Accounting Standards Not Yet AdoptedIn November 2015 the Financial Accounting Standards Board (FASB) issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17), which changes how deferred taxes are classified on our balance sheets and is effective for financial statements issued for annual periods beginning afterDecember 15, 2016, with early adoption permitted. ASU 2015-17 requires all deferred tax assets and liabilities to be classified as non-current. Upon adoption,we anticipate reclassifying deferred income taxes of approximately $9 billion from current to non-current assets.In May 2014 the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which requires us to recognize revenue when acustomer obtains control rather than when we have transferred substantially all risks and rewards of a good or service and requires expanded disclosures. ASU2014-09, as amended, is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted as of annual periodsbeginning after December 15, 2016. We continue to assess the overall impact the adoption of ASU 2014-09 will have on our consolidated financialstatements.In January 2016 the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01), whichrequires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in netincome and updates certain presentation and disclosure requirements. ASU 2016-01 is effective beginning after December 15, 2017 and we are currentlyassessing the impact the adoption will have on our consolidated financial statements.Note 3. Marketable SecuritiesThe following table summarizes the fair value of cash equivalents and marketable securities which approximates cost (dollars in millions):64Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Fair ValueLevel December 31, 2015 December 31, 2014Cash, cash equivalents and time deposits $7,730 $7,633Available-for-sale securities U.S. government and agencies2 $5,329 $7,557Corporate debt2 6,267 7,984Money market funds1 2,275 2,480Sovereign debt2 1,219 824Total available-for-sale securities 15,090 18,845Trading securities – sovereign debt2 581 1,698Total marketable securities (including securities classified as cash equivalents) $15,671 $20,543Restricted cash and marketable securities Available-for-sale securities, primarily money market funds1 $1,340 $1,427Restricted cash, cash equivalents and time deposits 833 846Total restricted cash and marketable securities $2,173 $2,273 Available-for-sale securities included above with contractual maturities Due in one year or less $10,843 Due between one and five years 1,998 Total available-for-sale securities with contractual maturities $12,841 Marketable securities classified as cash equivalents totaled $7.5 billion and $11.3 billion at December 31, 2015 and 2014 and consisted of U.S.government and agency securities, corporate debt, money market funds and sovereign debt.Sales proceeds from investments classified as available-for-sale and sold prior to maturity were $7.9 billion, $5.9 billion and $4.7 billion in the years endedDecember 31, 2015, 2014 and 2013. Cumulative unrealized gains and losses on available-for-sale securities and net unrealized gains and losses on tradingsecurities were insignificant at and in the years ended December 31, 2015, 2014 and 2013.Note 4. GM Financial Receivables, netThe following table summarizes the components of GM Financial receivables, net (dollars in millions): December 31, 2015 December 31, 2014 Retail Commercial Total Retail Commercial TotalFinance receivables$29,124 $8,209 $37,333 $25,623 $7,606 $33,229Less: allowance for loan losses(735) (47) (782) (655) (40) (695)GM Financial receivables, net$28,389 $8,162 $36,551 $24,968 $7,566 $32,534 Fair value of GM Financial receivables, net $36,707 $33,106Allowance for loan losses classified as current $(601) $(529)GM Financial estimates the fair value of retail finance receivables using observable and unobservable inputs within a cash flow model, a Level 3 input. Theinputs reflect assumptions regarding expected prepayments, deferrals, delinquencies, recoveries and charge-offs of the loans within the portfolio. The cashflow model produces an estimated amortization schedule of the finance receivables which is the basis for the calculation of the series of cash flows that derivethe fair value of the portfolio. The series of cash flows is calculated and discounted using a weighted-average cost of capital or current interest rates. Theweighted-average cost of capital uses unobservable debt and equity percentages, an unobservable cost of equity and an observable cost of debt based oncompanies with a similar credit rating and maturity profile as the portfolio. Macroeconomic factors could affect the credit performance of the portfolio andtherefore could potentially affect the assumptions used in GM Financial's cash flow model. A65Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)substantial majority of GM Financial's commercial finance receivables have variable interest rates and maturities of one year or less. Therefore, the carryingamount is considered to be a reasonable estimate of fair value using Level 2 inputs.The following table summarizes activity for the allowance for loan losses on finance receivables (dollars in millions): Years Ended December 31, 2015 2014 2013Balance at beginning of period$695 $548 $351Provision for loan losses624 604 475Charge-offs(999) (914) (643)Recoveries487 470 362Effect of foreign currency(25) (13) 3Balance at end of period$782 $695 $548The activity for the allowance for commercial loan losses was insignificant in the years ended December 31, 2015, 2014 and 2013.Credit QualityRetail Finance ReceivablesGM Financial uses proprietary scoring systems in its underwriting process that measure the credit quality of the receivables using several factors, such ascredit bureau information, consumer credit risk scores (e.g. FICO scores) and contract characteristics. In addition to GM Financial's proprietary scoringsystems GM Financial considers other individual consumer factors such as employment history, financial stability and capacity to pay. Subsequent toorigination GM Financial reviews the credit quality of retail receivables based on customer payment activity. At the time of loan origination substantially allof GM Financial's international consumers are considered to be prime credit quality. At December 31, 2015 and 2014, 60% and 83% of the retail financereceivables in North America were from consumers with sub-prime credit scores, which are defined as FICO scores of less than 620 at the time of loanorigination.GM Financial purchases retail finance contracts from automobile dealers without recourse, and accordingly, the dealer has no liability to GM Financial ifthe 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.An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractuallydue. At December 31, 2015 and 2014 the accrual of finance charge income had been suspended on delinquent retail finance receivables with contractualamounts due of $778 million and $682 million. The following table summarizes the contractual amount of delinquent contracts, which is not significantlydifferent than the recorded investment of the retail finance receivables (dollars in millions): December 31, 2015 December 31, 2014 Amount Percent ofContractualAmount Due Amount Percent ofContractualAmount Due31-to-60 days delinquent$1,237 4.2% $1,083 4.2%Greater-than-60 days delinquent481 1.6% 432 1.7%Total finance receivables more than 30 days delinquent1,718 5.8% 1,515 5.9%In repossession46 0.2% 40 0.2%Total finance receivables more than 30 days delinquent or in repossession$1,764 6.0% $1,555 6.1% Commercial Finance Receivables66Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)GM Financial's commercial finance receivables consist of dealer financings, primarily for inventory purchases. A proprietary model is used to assign a riskrating to each dealer. A credit review of each dealer is performed at least annually, and if necessary, the dealer's risk rating is adjusted on the basis of thereview. The credit lines for Group VI dealers are typically suspended and no further funding is extended to these dealers. At December 31, 2015 and 2014 thecommercial finance receivables on non-accrual status were insignificant. The following table summarizes the credit risk profile by dealer grouping of thecommercial finance receivables (dollars in millions): December 31, 2015 December 31, 2014Group I – Dealers with superior financial metrics$1,298 $1,050Group II – Dealers with strong financial metrics2,573 2,022Group III – Dealers with fair financial metrics2,597 2,599Group IV – Dealers with weak financial metrics1,058 1,173Group V – Dealers warranting special mention due to potential weaknesses501 524Group VI – Dealers with loans classified as substandard, doubtful or impaired182 238 $8,209 $7,606Note 5. InventoriesThe following tables summarize the components of Inventories (dollars in millions): December 31, 2015 GMNA GME GMIO GMSA TotalTotal productive material, supplies and work in process$2,705 $713 $1,113 $616 $5,147Finished product, including service parts4,884 2,166 954 613 8,617Total inventories$7,589 $2,879 $2,067 $1,229 $13,764 December 31, 2014 GMNA GME GMIO GMSA TotalTotal productive material, supplies and work in process$2,592 $778 $1,216 $794 $5,380Finished product, including service parts4,320 2,394 1,026 522 8,262Total inventories$6,912 $3,172 $2,242 $1,316 $13,642Note 6. Equipment on Operating Leases, netAutomotiveEquipment on operating leases, net consists of vehicle sales to daily rental car companies with a guaranteed repurchase obligation. The following tablessummarize information related to Equipment on operating leases, net (dollars in millions): December 31, 2015 December 31, 2014Equipment on operating leases$3,037 $3,822Less: accumulated depreciation(254) (258)Equipment on operating leases, net$2,783 $3,564 Years Ended December 31, 2015 2014 2013Depreciation expense$341 $507 $218Impairment charges$215 $155 $168 Automotive Financing - GM Financial67Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)GM Financial originates leases to retail customers that are recorded as operating leases. The following table summarizes GM Financial equipment onoperating leases, net (dollars in millions): December 31, 2015 December 31, 2014GM Financial equipment on operating leases$23,005 $8,268Less: accumulated depreciation(2,833) (1,208)GM Financial equipment on operating leases, net$20,172 $7,060Depreciation expense related to GM Financial equipment on operating leases, net was $2.3 billion, $868 million and $450 million in the years endedDecember 31, 2015, 2014 and 2013.The following table summarizes minimum rental payments due to GM Financial as lessor under operating leases (dollars in millions):20162017201820192020Minimum rental receipts under operating leases$3,359$2,830$1,494$169$4Note 7. 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 tothe ability to exert significant influence over decisions relating to their operating and financial affairs. Our nonconsolidated affiliates are involved in variousaspects of the development, production and marketing of cars, trucks and automobile parts. We enter into transactions with certain nonconsolidated affiliatesto purchase and sell component parts and vehicles.Revenue and expenses of our joint ventures are not consolidated into our financial statements; rather, our proportionate share of the earnings of each jointventure is reflected as Equity income. The following table summarizes information regarding Equity income (dollars in millions): Years Ended December 31, 2015 2014 2013Automotive China JVs$2,057 $2,066 $1,763Other joint ventures137 28 47Total equity income$2,194 $2,094 $1,810On January 2, 2015 GM Financial completed its acquisition of Ally Financial's 40% equity interest in SAIC-GMAC in China. The aggregate purchase pricewas $1.0 billion. Also on January 2, 2015 GM Financial sold a 5% equity interest in SAIC-GMAC to Shanghai Automotive Group Finance Company Ltd.(SAICFC), a current shareholder of SAIC-GMAC, for proceeds of $125 million. As a result of these transactions GM Financial now owns 35%, SAICFC owns45% and, in the aggregate, GM indirectly owns 45% of SAIC-GMAC. GM Financial's share of earnings of SAIC-GMAC is included in the Equity income ofOther joint ventures in the table above. The pro forma effect on earnings had this acquisition occurred on January 1, 2014 was not significant.The following tables summarize transactions with and balances related to our nonconsolidated affiliates (dollars in millions): Years Ended December 31, 2015 2014 2013Automotive sales and revenue$1,764 $2,762 $2,724Automotive purchases, net$93 $311 $724Dividends received$2,047 $1,793 $1,719Operating cash flows$3,782 $4,321 $3,60768Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) December 31, 2015 December 31, 2014Accounts and notes receivable, net$721 $706Accounts payable$179 $205Undistributed earnings$2,158 $2,011Investment in Nonconsolidated AffiliatesThe following table summarizes the carrying amount of investments in nonconsolidated affiliates (dollars in millions): December 31, 2015 December 31, 2014Automotive China JVs$7,997 $8,140Other investments1,204 210Total equity in net assets of nonconsolidated affiliates$9,201 $8,350At December 31, 2015 and 2014 the carrying amount of our investments in certain joint ventures exceeded our share of the underlying net assets by $4.3billion and $3.9 billion primarily related to goodwill from the application of fresh-start reporting and purchase of additional interests in nonconsolidatedaffiliates.The following table summarizes our direct ownership interests in Automotive China JVs at December 31, 2015 and 2014: Direct OwnershipSAIC General Motors Corp., Ltd. (SGM)50%SAIC GM (Shenyang) Norsom Motors Co., Ltd. (SGM Norsom)25%SAIC GM Dong Yue Motors Co., Ltd. (SGM DY)25%SAIC GM Dong Yue Powertrain Co., Ltd. (SGM DYPT)25%SAIC GM Wuling Automobile Co., Ltd.44%FAW-GM Light Duty Commercial Vehicle Co., Ltd.50%Pan Asia Technical Automotive Center Co., Ltd.50%Shanghai OnStar Telematics Co., Ltd. (Shanghai OnStar)40%Shanghai Chengxin Used Car Operation and Management Co., Ltd. (Shanghai Chengxin Used Car)33%SAIC General Motors Sales Co., Ltd. (SGMS)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%). These fourjoint ventures are engaged in the production, import and sale of a comprehensive range of products under the Buick, Chevrolet and Cadillac brands. SGMalso has interests in Shanghai OnStar (20%), Shanghai Chengxin Used Car (33%) and SAIC-GMAC (20%).Summarized Financial Data of Nonconsolidated AffiliatesThe following tables present summarized financial data for nonconsolidated affiliates (dollars in millions):69Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) December 31, 2015 December 31, 2014 Automotive ChinaJVs Others Total Automotive ChinaJVs Others TotalSummarized Balance Sheet Data Current assets$17,270 $9,358 $26,628 $15,442 $2,636 $18,078Non-current assets10,801 4,266 15,067 9,758 1,507 11,265Total assets$28,071 $13,624 $41,695 $25,200 $4,143 $29,343 Current liabilities$19,141 $8,477 $27,618 $16,141 $2,179 $18,320Non-current liabilities1,132 1,933 3,065 931 495 1,426Total liabilities$20,273 $10,410 $30,683 $17,072 $2,674 $19,746 Noncontrolling interests$907 $6 $913 $1,043 $3 $1,046 Years Ended December 31, 2015 2014 2013Summarized Operating Data Automotive China JVs' net sales$44,959 $43,853 $38,767Others' net sales3,571 3,171 1,830Total net sales$48,530 $47,024 $40,597 Automotive China JVs' net income$4,290 $4,312 $3,685Others' net income435 91 50Total net income$4,725 $4,403 $3,735Note 8. Property, netThe following table summarizes the components of Property, net (dollars in millions): Estimated Useful Lives inYears December 31, 2015 December 31, 2014Land $1,636 $1,695Buildings and improvements5-40 5,562 5,236Machinery and equipment3-27 19,338 16,788Construction in progress 4,633 4,114Real estate, plants and equipment 31,169 27,833Less: accumulated depreciation (9,516) (8,067)Real estate, plants and equipment, net 21,653 19,766Special tools, net1-9 9,576 7,977Total property, net $31,229 $27,743The amount of capitalized software included in Property, net was $907 million and $817 million at December 31, 2015 and 2014. The amount of interestcapitalized and excluded from Automotive interest expense related to Property, net was $101 million, $70 million and $81 million in the years endedDecember 31, 2015, 2014 and 2013.The following table summarizes depreciation, amortization and impairment charges related to Property, net (dollars in millions):70Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Years Ended December 31, 2015 2014 2013Depreciation and amortization expense$4,251 $4,187 $3,959Impairment charges$628 $709 $901Capitalized software amortization expense(a)$378 $295 $244__________(a)Included in depreciation and amortization expense. Note 9. Goodwill and Intangible Assets, netGoodwillAt December 31, 2015 and 2014 our entire goodwill balances of $1.4 billion were recorded in GM Financial.Based on the results of our annual goodwill impairment tests for GMSA we recorded total Goodwill impairment charges of $120 million in the year endedDecember 31, 2014. The impairment charges primarily resulted from lower forecasted profitability in Brazil resulting from recent deterioration in local marketconditions and in Venezuela resulting from challenging local market conditions, including unfavorable foreign exchange rates and the recent downwardtrend in the price of oil.In the year ended December 31, 2013 we recorded Goodwill impairment charges of $541 million in GMIO as a result of performed event-driven goodwillimpairment tests for: (1) GM Korea (GM Korea Company) as the fair value of GM Korea continued to be below its carrying amount due to ongoing economicweakness in certain markets to which GM Korea exports, lower forecasted margins resulting from higher raw material costs and unfavorable foreign exchangerates and our announced plans to cease mainstream distribution of the Chevrolet brand in Western and Central Europe; and (2) GM India due to lower thanexpected sales performance of our current product offerings in India, higher raw material costs, unfavorable foreign exchange rates and deterioration in localmarket conditions.Intangible AssetsThe following table summarizes the components of Intangible assets, net (dollars in millions): December 31, 2015 December 31, 2015 Gross CarryingAmount AccumulatedAmortization Net CarryingAmount Gross CarryingAmount AccumulatedAmortization Net CarryingAmountTechnology and intellectual property$8,263 $7,838 $425 $8,289 $7,744 $545Brands4,427 808 3,619 4,447 683 3,764Dealer network and customer relationships1,019 496 523 1,094 434 660Favorable contracts and other327 318 9 345 331 14Total intangible assets$14,036 $9,460 $4,576 $14,175 $9,192 $4,983The following table summarizes the amortization expense and impairment charges related to Intangible assets, net (dollars in millions): Years Ended December 31, 2015 2014 2013Amortization expense$327 $676 $1,281Impairment charges$3 $16 $523Amortization expense related to Intangible assets, net is estimated to be approximately $300 million in each of the next five years.As a result of our strategic assessment of GM India we recorded impairment charges of $48 million in GMIO in the year ended December 31, 2013 to adjustthe carrying amounts of Intangible assets, net, primarily favorable contract intangibles, to fair value71Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)of $0 because of a lack of economic support associated with GM India's declining operations. These charges were recorded primarily in Automotive cost ofsales.We recorded impairment charges of $264 million in GMIO in the year ended December 31, 2013 to adjust the carrying amounts of Intangible assets, net,primarily dealer network intangibles related to the Chevrolet network in Europe, to fair value of $0 because we are winding down the dealer network in 2014and we expect to incur losses during the wind-down period. These charges were recorded in Automotive cost of sales. Refer to Note 17 for additionalinformation on the withdrawal of the Chevrolet brand from Europe.Note 10. Variable Interest EntitiesGM 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 finance receivables and leasingrelated assets transferred by GM Financial to the VIEs (Securitized Assets). GM Financial holds variable interests in the VIEs that could potentially besignificant to the VIEs. GM Financial determined that it is the primary beneficiary of the SPEs because: (1) the servicing responsibilities for the SecuritizedAssets give GM Financial the power to direct the activities that most significantly impact the performance of the VIEs; and (2) the variable interests in theVIEs give GM Financial the obligation to absorb losses and the right to receive residual returns that could potentially be significant. The assets of the VIEsserve as the sole source of repayment for the debt issued by these entities. Investors in the notes issued by the VIEs do not have recourse to GM Financial orits other assets, with the exception of customary representation and warranty repurchase provisions and indemnities that GM Financial provides as theservicer. GM Financial is not required and does not currently intend to provide additional financial support to these SPEs. While these subsidiaries areincluded in GM Financial's consolidated financial statements, they are separate legal entities and their assets are legally owned by them and are not availableto GM Financial's creditors. The following table summarizes the assets and liabilities related to GM Financial's consolidated VIEs (dollars in millions): December 31, 2015 December 31, 2014Restricted cash – current$1,345 $1,110Restricted cash – non-current$531 $611GM Financial receivables, net – current$12,224 $11,134GM Financial receivables, net – non-current$12,597 $11,583GM Financial equipment on operating leases, net$11,684 $4,595GM Financial short-term debt and current portion of long-term debt$13,545 $10,502GM Financial long-term debt$15,841 $12,292GM Financial recognizes finance charge, leased vehicle and fee income on the Securitized Assets and interest expense on the secured debt issued in asecuritization transaction, and records a provision for loan losses to recognize probable loan losses inherent in the Securitized Assets.Note 11. Accrued Liabilities and Other LiabilitiesThe following table summarizes the components of Accrued liabilities and Other liabilities (dollars in millions):72Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) December 31, 2015 December 31, 2014Current Dealer and customer allowances, claims and discounts$8,076 $8,035Deposits primarily from rental car companies5,051 6,089Deferred revenue2,227 1,622Product warranty and related liabilities3,487 3,582Payrolls and employee benefits excluding postemployment benefits2,378 2,144Other6,623 6,712Total accrued liabilities$27,842 $28,184Non-current Deferred revenue$2,007 $1,556Product warranty and related liabilities5,792 6,064Employee benefits excluding postemployment benefits896 1,049Postemployment benefits including facility idling reserves833 1,259Other3,058 4,154Total other liabilities$12,586 $14,082The following table summarizes activity for product warranty and related liabilities which include policy, product warranty, recall campaigns and courtesytransportation (dollars in millions): Years Ended December 31, 2015 2014 2013Balance at beginning of period$9,646 $7,601 $7,633Warranties issued and assumed in period – recall campaigns and courtesy transportation986 2,910 640Warranties issued and assumed in period – policy and product warranty2,325 2,540 2,757Payments(3,987) (4,326) (3,240)Adjustments to pre-existing warranties588 1,187 49Effect of foreign currency and other(279) (266) (238)Balance at end of period$9,279 $9,646 $7,601In connection with ongoing comprehensive safety reviews, engineering analysis and our overall commitment to customer satisfaction we have experiencedan increase in costs associated with repairs and courtesy transportation for vehicles subject to recalls. During the three months ended September 30, 2014 webegan accruing the costs for recall campaigns at the time of vehicle sale in GMNA, which resulted in a charge due to a change in estimate for previously soldvehicles of $0.9 billion recorded in the three months ended June 30, 2014. We had historically accrued estimated costs related to recall campaigns in GMNAwhen probable and reasonably estimable, which typically occurs once it is determined a specific recall campaign is needed and announced. Note 12. Short-Term and Long-Term DebtAutomotiveThe following table summarizes the components of our short-term and long-term debt (dollars in millions):73Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) December 31, 2015 December 31, 2014Secured debt$220 $237Unsecured debt7,619 8,145Capital leases926 968Total automotive debt(a)$8,765 $9,350 Fair value utilizing Level 1 inputs$6,972 $7,550Fair value utilizing Level 2 inputs – a discounted cash flow model2,116 2,249Fair value of automotive debt$9,088 $9,799 Available under credit facility agreements$12,168 $12,026Interest rate range on outstanding debt(b)0.0-18.0% 0.0-18.0%Weighted-average interest rate on outstanding short-term debt(b)9.6% 6.4%Weighted-average interest rate on outstanding long-term debt(b)4.7% 4.3%__________(a)Includes net discount and debt issuance costs of $549 million and $741 million at December 31, 2015 and 2014.(b)Includes coupon rates on debt denominated in various foreign currencies and interest free loans.The observable inputs of the discounted cash flow model included contractual repayment terms and benchmark yield curves, plus a spread based on oursenior unsecured notes that is intended to represent our nonperformance risk. We obtain the benchmark yield curves and yields on unsecured notes fromindependent sources that are widely used in the financial industry.Revolving Credit FacilitiesWe received an investment grade corporate rating from Moody's in September 2013 and from S&P in September 2014 which allowed the release of thecollateral securing our $11.0 billion revolving credit facilities under their terms.In October 2014 we amended our two primary revolving credit facilities, increasing our aggregate borrowing capacity from $11.0 billion to $12.5 billion.These facilities consist of a three-year, $5.0 billion facility and a five-year, $7.5 billion facility. Both facilities are available to the Company as well as certainwholly-owned subsidiaries, including GM Financial. The three-year, $5.0 billion facility allows for borrowings in U.S. Dollars and other currencies andincludes a GM Financial borrowing sub-limit of $2.0 billion, a letter of credit sub-facility of $1.6 billion and a Brazilian Real sub-facility of $305 million.The five-year, $7.5 billion facility allows for borrowings in U.S. Dollars and other currencies and includes a GM Financial borrowing sub-limit of $2.0billion, a letter of credit sub-limit of $500 million and a Brazilian Real sub-facility of $195 million.The revolving credit facilities contain representations, warranties and covenants that are typical for these types of facilities. The facilities also require us tomaintain at least $4.0 billion in global liquidity and at least $2.0 billion in U.S. liquidity and to guarantee any borrowings by our subsidiaries. If we fail tomaintain an investment grade corporate rating from two or more of the credit rating agencies Fitch, Moody's and S&P, we will be required to provideguarantees from certain domestic subsidiaries under the terms of the facilities. Interest rates on obligations under the revolving credit facilities are based onprevailing annual interest rates for Eurodollar loans or an alternative base rate, plus an applicable margin.Senior Unsecured NotesIn November 2014 we issued $2.5 billion in aggregate principal amount of senior unsecured notes comprising $500 million of 4.0% notes due in 2025,$750 million of 5.0% notes due in 2035 and $1.25 billion of 5.2% notes due in 2045. In September 2013 we issued $4.5 billion in aggregate principalamount of senior unsecured notes comprising $1.5 billion of 3.5% notes due in 2018, $1.5 billion 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 of securities including limitations on the amount of certain secureddebt we may issue.Extinguishment of DebtIn the years ended December 31, 2015 and 2014 we prepaid and retired debt obligations with a total carrying amount of $538 million and $325 millionwhich primarily represented unsecured debt in Brazil and recorded a net gain on extinguishment of debt74Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)of $449 million and $202 million. In the year ended December 31, 2013 we prepaid and retired debt obligations with a total carrying amount of $1.8 billionwhich primarily represented the unamortized debt discount on GM Korea mandatorily redeemable preferred shares and recorded a net loss on extinguishmentof debt of $212 million.Automotive Financing - GM FinancialThe following table summarizes the carrying amount and fair value of debt (dollars in millions): December 31, 2015 December 31, 2014 CarryingAmount Fair Value CarryingAmount Fair ValueSecured debt $30,689 $30,671 $25,173 $25,228Unsecured debt 23,657 23,726 12,142 12,479Total GM Financial debt $54,346 $54,397 $37,315 $37,707 Fair value utilizing Level 2 inputs – identical and similar instruments $48,716 $32,790Fair value utilizing Level 3 inputs $5,681 $4,917For debt that has terms of one year or less or has been priced within the last six months, the carrying amount or par value is considered to be a reasonableestimate of fair value. The fair value of debt measured utilizing Level 3 inputs was based on the discounted future net cash flows expected to be settled usingcurrent risk-adjusted rates.Secured DebtMost of the secured debt was issued by VIEs and is repayable only from proceeds related to the underlying pledged finance receivables and leases. Refer toNote 10 for additional information on GM Financial's involvement with VIEs. Secured debt consists of revolving credit facilities and securitization notespayable. The weighted-average interest rate on secured debt was 1.99% at December 31, 2015.The revolving credit facilities have maturity dates over periods ranging up to six years. At the end of the revolving period, if not renewed, the debt willamortize over a defined period. GM Financial is required to hold certain funds in restricted cash accounts to provide additional collateral for borrowingsunder certain secured credit facilities. In the year ended December 31, 2015 GM Financial entered into new or renewed credit facilities with substantially thesame terms as existing debt and a total net additional borrowing capacity of $5.2 billion.Securitization notes payable at December 31, 2015 are due beginning in 2016 through 2023. In the year ended December 31, 2015 GM Financial issuedsecuritization notes payable of $14.3 billion.Unsecured DebtUnsecured debt consists of senior notes, credit facilities and other unsecured debt. Senior notes outstanding at December 31, 2015 are due beginning in2016 through 2025 and have a weighted-average interest rate of 3.37%. In the year ended December 31, 2015 GM Financial issued the following notes:•$2.25 billion in aggregate principal amount of senior notes issued in January comprising $1.0 billion of 3.15% notes due in January 2020, $1.0billion of 4.0% notes due in January 2025 and $250 million of floating rate notes due in January 2020;•Euro 650 million of 0.85% term notes issued in February and due in February 2018;•$2.4 billion in aggregate principal amount of senior notes issued in April comprising $850 million of 2.4% notes due in April 2018, $1.25 billion of3.45% notes due in April 2022 and $300 million of floating rate notes due in April 2018;•CAD $500 million of 3.08% senior notes issued in May and due in May 2020;•$2.3 billion in aggregate principal amount of senior notes issued in July comprising $1.5 billion of 3.2% notes due in July 2020 and $800 million of4.3% notes due in July 2025;75Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)•$1.75 billion in aggregate principal amount of senior notes issued in October comprising $1.5 billion of 3.1% notes due in January 2019 and $250million of floating rate notes due in January 2019; and•$1.0 billion of 3.7% senior notes issued in November and due in November 2020.In the three months ended September 30, 2015 GM Financial began accepting deposits from retail banking customers in Germany. At December 31, 2015the outstanding balance of these deposits was $1.3 billion, of which 44% were overnight deposits, and had a weighted-average interest rate of 1.25%.The terms of advances on revolving credit facilities and other unsecured debt have original maturities of up to five years. The weighted-average interestrate on credit facilities and other unsecured debt was 8.72% at December 31, 2015.ConsolidatedInterest ExpenseThe following table summarizes interest expense (dollars in millions): Years Ended December 31, 2015 2014 2013Automotive$443 $403 $334Automotive Financing - GM Financial1,616 1,426 715Total interest expense$2,059 $1,829 $1,049Debt MaturitiesThe following table summarizes contractual maturities including capital leases at December 31, 2015 (dollars in millions): Automotive AutomotiveFinancing(a) Total2016$816 $18,793 $19,6092017514 12,822 13,33620181,621 9,147 10,7682019103 4,285 4,388202070 4,427 4,497Thereafter6,190 5,050 11,240 $9,314 $54,524 $63,838________(a)Secured debt, credit facilities and other unsecured debt are based on expected payoff date. Senior notes principal amounts are based on maturity.At December 31, 2015 future interest payments on automotive capital lease obligations were $388 million. GM Financial had no capital lease obligationsat December 31, 2015.Compliance with Debt CovenantsSeveral of our loan facilities, including our revolving credit facilities, require compliance with certain financial and operational covenants as well asregular reporting to lenders, including providing certain subsidiary financial statements. Some of GM Financial’s secured and unsecured debt agreementsalso contain various covenants, including maintaining portfolio performance ratios as well as limits on deferment levels. Failure to meet certain of theserequirements may result in a covenant violation or an event of default depending on the terms of the agreement. An event of default may allow lenders todeclare amounts outstanding under these agreements immediately due and payable, to enforce their interests against collateral pledged under theseagreements or restrict our ability or GM Financial's ability to obtain additional borrowings. No technical defaults or covenant violations existed at December31, 2015.76Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)Note 13. 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 in 2012 for U.S. and Canadian salaried employees. There is also an unfunded nonqualified pension plan covering primarily U.S. executivesfor service prior to January 1, 2007 and it is based on an “excess plan” for service after that date.The funding policy for qualified defined benefit pension plans is to contribute annually not less than the minimum required by applicable laws andregulations or to directly pay benefit payments where appropriate. At December 31, 2015 all legal funding requirements had been met. We expect tocontribute $71 million to our U.S. non-qualified plans and $947 million to our non-U.S. pension plans in 2016. We also expect to make a discretionarycontribution of $2.0 billion to our U.S. hourly pension plan by mid-2016 which is expected to be financed by debt. The following table summarizescontributions made to the defined benefit pension plans (dollars in millions): Years Ended December 31, 2015 2014 2013U.S. hourly and salaried$95 $143 $128Non-U.S.1,120 770 886Total$1,215 $913 $1,014Other 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 coveredby government sponsored or administered programs. We made contributions to the U.S. OPEB plans of $340 million, $354 million and $393 million in theyears ended December 31, 2015, 2014 and 2013. Plan participants' contributions were insignificant in the years ended December 31, 2015, 2014 and 2013.Defined Contribution PlansWe have defined contribution plans for eligible U.S. salaried and hourly employees that provide discretionary matching contributions. Contributions arealso made to certain non-U.S. defined contribution plans. We made contributions to our defined contribution plans of $535 million, $513 million and $502million in the years ended December 31, 2015, 2014 and 2013.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 employeesretiring on or after August 1, 2009. The remeasurement, settlement and curtailment resulted in a decrease in the OPEB liability of $319 million, a decrease inthe net pre-tax actuarial loss component of Accumulated other comprehensive loss of $236 million and a pre-tax gain of $83 million.U.S. Salaried Defined Benefit Pension Plan77Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)In the year ended December 31, 2012 we provided short-term, interest-free, unsecured loans of $2.2 billion to provide the 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.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. Other RemeasurementsIn the three months ended December 31, 2014 the Society of Actuaries issued new mortality and mortality improvement tables that raised life expectanciesand thereby indicate the amount of estimated aggregate benefit payments to our U.S. pension plans' participants is increasing. We incorporated these Societyof Actuaries mortality and mortality improvement tables into our December 31, 2014 measurement of our U.S. pension plans' benefit obligations. The changein these assumptions increased the December 31, 2014 U.S. pension plans' obligations by $2.2 billion. The mortality improvement tables issued by theSociety of Actuaries in the three months ended December 31, 2015 did not result in any change in our current assumptions used to measure the U.S. pensionplans’ obligations.Pension and OPEB Obligations and Plan AssetsThe following table summarizes the change in benefit obligations and related plan assets (dollars in millions):78Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Year Ended December 31, 2015 Year Ended December 31, 2014 Pension Benefits GlobalOPEB Plans Pension Benefits GlobalOPEB Plans U.S. Non-U.S. U.S. Non-U.S. Change in benefit obligations Beginning benefit obligation$76,724 $27,897 $6,625 $71,480 $27,528 $6,348Service cost272 405 24 247 358 23Interest cost2,754 763 238 3,060 1,031 273Actuarial (gains) losses(2,623) (256) (209) 7,770 3,179 448Benefits paid(5,641) (1,332) (407) (5,779) (1,699) (426)Foreign currency translation adjustments— (3,332) (225) — (2,536) (108)Curtailments, settlements and other— (382) 20 (54) 36 67Ending benefit obligation71,486 23,763 6,066 76,724 27,897 6,625Change in plan assets Beginning fair value of plan assets65,823 14,669 — 64,166 14,986 —Actual return on plan assets795 997 — 7,346 1,893 —Employer contributions95 1,120 385 143 770 402Benefits paid(5,641) (1,332) (407) (5,779) (1,699) (426)Foreign currency translation adjustments— (2,017) — — (1,232) —Settlements and other— (447) 22 (53) (49) 24Ending fair value of plan assets61,072 12,990 — 65,823 14,669 —Ending funded status$(10,414) $(10,773) $(6,066) $(10,901) $(13,228) $(6,625)Amounts recorded in the consolidated balance sheets Non-current assets$— $125 $— $— $111 $—Current liabilities(67) (334) (381) (69) (383) (396)Non-current liabilities(10,347) (10,564) (5,685) (10,832) (12,956) (6,229)Net amount recorded$(10,414) $(10,773) $(6,066) $(10,901) $(13,228) $(6,625)Amounts recorded in Accumulated other comprehensive loss Net actuarial gain (loss)$116 $(3,796) $(689) $452 $(5,019) $(942)Net prior service (cost) credit31 (33) 63 35 (57) 88Total recorded in Accumulated other comprehensive loss$147 $(3,829) $(626) $487 $(5,076) $(854)The following table summarizes the total accumulated benefit obligations (ABO), the ABO and fair value of plan assets for defined benefit pension planswith ABO in excess of plan assets, and the PBO and fair value of plan assets for defined benefit pension plans with PBO in excess of plan assets (dollars inmillions): December 31, 2015 December 31, 2014 U.S. Non-U.S. U.S. Non-U.S.ABO$71,475 $23,388 $76,702 $27,425Plans with ABO in excess of plan assets ABO$71,475 $22,683 $76,702 $26,510Fair value of plan assets$61,072 $12,160 $65,823 $13,638Plans with PBO in excess of plan assets PBO$71,486 $23,052 $76,724 $26,935Fair value of plan assets$61,072 $12,170 $65,823 $13,64379Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)The following table summarizes the components of net periodic pension and OPEB expense along with the assumptions used to determine benefitobligations (dollars in millions): Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Pension Benefits Global OPEBPlans Pension Benefits Global OPEBPlans Pension Benefits Global OPEBPlans U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Components of expense Service cost$406 $431 $24 $380 $389 $23 $395 $425 $37Interest cost2,754 763 238 3,060 1,031 273 2,837 1,010 274Expected return on plan assets(3,896) (798) — (3,914) (873) — (3,562) (823) —Amortization of prior service cost (credit)(4) 15 (14) (4) 17 (16) (4) 19 (130)Amortization of net actuarial (gains) losses8 233 37 (91) 154 8 6 208 91Curtailments, settlements and other(a)— 124 — (1) 3 — (77) (6) (62)Net periodic pension and OPEB (income) expense$(732) $768 $285 $(570) $721 $288 $(405) $833 $210Weighted-average assumptions used to determine benefit obligations Discount rate4.06% 3.20% 4.13% 3.73% 3.14% 3.83% 4.46% 4.10% 4.56%Rate of compensation increase(b)N/A 2.79% 4.21% N/A 2.85% 4.21% N/A 2.90% 4.21%Weighted-average assumptions used to determine net expense Discount rate3.73% 3.15% 3.83% 4.46% 4.10% 4.56% 3.59% 3.69% 3.75%Expected rate of return on plan assets6.38% 6.23% N/A 6.53% 6.28% N/A 5.77% 5.70% N/ARate of compensation increase(b)N/A 2.85% 4.21% N/A 2.90% 4.21% N/A 2.77% 4.46%_________(a)The curtailment charges recorded in the year ended December 31, 2015 were due primarily to the GM Canada hourly pension plan that was remeasured as a result of avoluntary separation program.(b)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. pensionand OPEB plans.U.S. pension plan service cost includes administrative expenses of $134 million, $133 million and $97 million in the years ended December 31, 2015,2014 and 2013. 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 administrative expenses included in service cost were insignificant in the years ended December 31, 2015, 2014 and 2013.Estimated amounts to be amortized from Accumulated other comprehensive loss into net periodic benefit cost in the year ending December 31, 2016 basedon December 31, 2015 plan measurements are $172 million, consisting primarily of amortization of the net actuarial loss in the non-U.S. pension plans. AssumptionsInvestment Strategies and Long-Term Rate of ReturnDetailed periodic studies are conducted by our internal asset management group and outside actuaries and are used to determine the long-term strategicmix among asset classes, risk mitigation strategies and the expected long-term return on asset assumptions for the U.S. pension plans. The U.S. study includesa review of alternative asset allocation and risk mitigation strategies, anticipated future long-term performance and risk of the individual asset classes thatcomprise the plans' asset mix. Similar studies are performed for the significant non-U.S. pension plans with the assistance of outside actuaries and assetmanagers. While the studies incorporate data from recent plan performance and historical returns, the expected long-term return on plan asset assumptions aredetermined based on long-term prospective rates of return.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. The strategic asset mix and risk mitigation strategies for the plans are tailored specifically for each plan. Individual plans havedistinct liabilities, liquidity needs and regulatory requirements. Consequently there are different investment policies set by individual plan fiduciaries.Although investment policies and risk mitigation strategies may differ among plans, each investment strategy is considered to be appropriate in the contextof the specific factors affecting each plan.In setting new strategic asset mixes, consideration is given to the likelihood that the selected asset mixes will effectively fund the projected pension planliabilities, while aligning with the risk tolerance of the plans' fiduciaries. The strategic asset mixes for80Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)U.S. defined benefit pension plans are increasingly designed to satisfy the competing objectives of improving funded positions (market value of assets equalto or greater than the present value of the liabilities) and mitigating 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 investmentpolicy. Alternative investment managers are permitted to employ leverage, including through the use of derivatives, which may alter economic exposure.In December 2015 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 assetsdecreased from 6.4% at December 31, 2014 to 6.3% at December 31, 2015. The expected long-term rate of return on plan assets used in determining pensionexpense 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, 2015 December 31, 2014 U.S. Non-U.S. U.S. Non-U.S.Equity14% 21% 16% 27%Debt62% 50% 60% 47%Other(a)24% 29% 24% 26%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 U.S. and non-U.S. defined benefit pension plan assets by asset class (dollars in millions): December 31, 2015 December 31, 2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 TotalU.S. Pension Plan Assets Common and preferred stocks$7,637 $18 $8 $7,663 $10,033 $30 $3 $10,066Government and agency debt securities(a)— 14,318 — 14,318 — 16,143 — 16,143Corporate and other debt securities— 22,963 1 22,964 — 22,725 83 22,808Other investments, net466 130 472 1,068 662 (180) 711 1,193Net plan assets subject to leveling$8,103 $37,429 $481 46,013 $10,695 $38,718 $797 50,210Plan assets measured at net asset value Investment funds 6,321 6,172Private equity and debt investments 4,529 5,347Real estate investments 3,828 3,525Total plan assets measured at net asset value 14,678 15,044Other plan assets, net(b) 381 569Net plan assets $61,072 $65,82381Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) December 31, 2015 December 31, 2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 TotalNon-U.S. Pension Plan Assets Common and preferred stocks$1,079 $1 $1 $1,081 $1,959 $3 $— $1,962Government and agency debt securities(a)— 3,258 — 3,258 — 3,614 — 3,614Corporate and other debt securities— 1,953 1 1,954 — 1,986 — 1,986Other investments, net47 47 642 736 138 46 726 910Net plan assets subject to leveling$1,126 $5,259 $644 7,029 $2,097 $5,649 $726 8,472Plan assets measured at net asset value Investment funds 4,475 4,440Private equity and debt investments 529 509Real estate investments 1,095 1,262Total plan assets measured at net asset value 6,099 6,211Other plan assets (liabilities), net(b) (138) (14)Net plan assets $12,990 $14,669__________(a)Includes U.S. and sovereign government issues.(b)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 activity attributable to U.S. and non-U.S. Level 3 defined benefit pension plan investments was insignificant in the years ended December 31, 2015and 2014. Alternative Investment StrategiesInvestment funds consist primarily of funds of hedge funds, equity funds and fixed income funds. Funds of hedge funds managers typically seek to achievetheir objectives by allocating capital across a broad array of funds and/or investment managers. Equity funds invest in U.S. common and preferred stocks aswell as similar equity securities issued by companies incorporated, listed or domiciled in developed and/or emerging markets countries. Fixed income fundsinclude investments in high quality funds and to a lesser extent, high yield funds. High quality fixed income funds invest in government securities,investment-grade corporate bonds and mortgage and asset-backed securities. High yield fixed income funds invest in high yield fixed income securitiesissued by corporations which are rated below investment grade. Other investment funds also included in this category primarily represent multi-strategyfunds that invest in broadly diversified portfolios of equity, fixed income and derivative instruments.Private equity and debt investments primarily consist 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 primarily 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 investment funds, private equity and debt investments and real estate investments. Investment managersmay be unable to quickly sell or redeem some or all of these investments at an amount close or equal to fair value in order to meet a plan's liquidityrequirements 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 usedto fund 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.82Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)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 debt securities for which any change in the relevant interest rates for particular securities might result in an investmentmanager being unable to secure similar returns upon the maturity or the sale of securities. In addition changes to prevailing interest rates or changes inexpectations of future interest rates might result in an increase or decrease in the fair value of the securities held. Interest rate swaps and other financialderivative instruments may be used to manage interest rate risk.Pension Funding RequirementsBased on our current assumptions, we expect no significant mandatory contributions to our U.S. qualified pension plans for the next five years; however,we expect mandatory contributions totaling $2.1 billion to our Canada and United Kingdom pension plans over the next five years.Benefit PaymentsBenefits 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. Thefollowing table summarizes net benefit payments expected to be paid in the future, which include assumptions related to estimated future employee service(dollars in millions): Pension Benefits Other Benefits U.S. Plans Non-U.S. Plans Global Plans2016$5,636 $1,464 $3842017$5,383 $1,335 $3762018$5,228 $1,264 $3672019$5,098 $1,258 $3612020$4,979 $1,255 $3572021 - 2025$22,874 $6,060 $1,745Note 14. Derivative Financial InstrumentsAutomotiveAt December 31, 2015 and 2014 our derivative instruments consisted primarily of options and forward contracts primarily related to foreign currency. Wehad derivative instruments in asset positions with notional amounts of $7.2 billion and $8.8 billion and liability positions with notional amounts of $264million and $953 million at December 31, 2015 and 2014. The fair value of these derivative instruments was insignificant. In 2015 we designated certainforeign currency forward contracts as cash flow hedges. The notional amounts of these designated instruments were insignificant at December 31, 2015.Automotive Financing - GM FinancialGM Financial had interest rate swaps and caps and foreign currency swaps in asset positions with notional amounts of $11.9 billion and $5.4 billion andliability positions with notional amounts of $13.9 billion and $8.5 billion at December 31, 2015 and 2014. The fair value of these derivative financialinstruments was insignificant. In 2015 GM Financial designated certain interest rate swaps as fair value hedges of fixed rate debt with notional amounts of$1.0 billion at December 31, 2015.Note 15. Commitments and ContingenciesThe following table summarizes information related to the liabilities recorded for Commitments and contingencies (dollars in millions):83Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) December 31, 2015 December 31, 2014Litigation-related liability and tax administrative matters$1,155 $1,000Product liability$712 $732Ignition Switch Recall compensation program$66 $315Credit card programs(a) Redemption liability – recorded in Accrued liabilities$115 $87Deferred revenue – recorded in Other liabilities$258 $263Environmental liability$124 $133Guarantees$72 $88__________(a)Credit card programs offer rebates that can be applied primarily against the purchase or lease of our vehicles. At December 31, 2015 and 2014 qualified cardholders hadrebates available, net of deferred program revenue, of $2.0 billion and $2.3 billion.Litigation-Related Liability and Tax Administrative MattersIn the normal course of business we are named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and otherlitigation, that arise in connection with our business as a global company. We identify below the material individual proceedings and investigatory activityin connection with which we believe a material loss is reasonably possible or probable.With regard to the various legal matters we have established reserves for matters for which we believe that losses are probable and can be reasonablyestimated. In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even reasonably possible or to estimate thesize or range of the possible loss. Accordingly it is possible that an adverse outcome from such proceedings could exceed the amounts accrued in an amountthat could be material to our consolidated financial position, results of operations or cash flows in any particular reporting period. Reserves for losses deemedprobable and reasonably estimable are recorded in Accrued liabilities and Other liabilities.Proceedings Related to Ignition Switch and Other RecallsIn the year ended December 31, 2014 we announced various recalls relating to safety, customer satisfaction and other matters. Those recalls includedrecalls to repair ignition switches that could under certain circumstances unintentionally move from the “run” position to the “accessory” or “off” positionwith a corresponding loss of power, which could in turn prevent airbags from deploying in the event of a crash.Through January 27, 2016 we were aware of 100 putative class actions pending against GM in various federal and state trial courts in the U.S. alleging thatconsumers who purchased or leased vehicles manufactured by GM or General Motors Corporation had been economically harmed by one or more of therecalls announced in 2014 and/or the underlying vehicle conditions associated with those recalls (economic-loss cases). Additionally through January 27,2016 we were aware of 21 putative class actions pending in various Provincial Courts in Canada seeking relief similar to that sought in the economic-losscases in the U.S. In the aggregate these economic-loss cases seek recovery for purported compensatory damages, such as alleged diminution in value of thevehicles, as well as punitive damages, injunctive relief and other relief. There are also two civil actions brought by state governmental entities relating to the2014 recalls that seek injunctive relief as well as economic damages and attorneys' fees for alleged violations of state consumer protection statutes.Through January 27, 2016 we were aware of 235 actions pending in various federal and state trial courts in the U.S. against GM alleging injury or death asa result of defects that may be the subject of recalls announced in 2014 (personal injury cases). Additionally through January 27, 2016 we were aware of nineactions pending in various Provincial Courts in Canada seeking relief similar to that sought in the personal injury cases in the U.S. In general, these personalinjury cases seek recovery for purported compensatory damages, punitive damages and other relief.Since June 2014 the United States Judicial Panel on Multidistrict Litigation (JPML) has issued orders from time to time directing that certain pendingeconomic-loss and personal injury federal lawsuits involving faulty or allegedly faulty ignition switches or other defects that may be related to the recallsannounced in the year ended December 31, 2014 be transferred to, and consolidated84Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)in, a single federal court, the Southern District of New York (the multidistrict litigation). Through January 27, 2016 the JPML has transferred 262 pendingcases to, and consolidated them with, the multidistrict litigation. At the court's suggestion, the parties to the multidistrict litigation engage from time to timein discussions of possible mechanisms to resolve pending litigation. As described below, on September 17, 2015 we announced that we had reached amemorandum of understanding with certain personal injury claimants regarding possible settlement of their claims.Because many plaintiffs in the actions described in the above paragraphs are suing over the conduct of General Motors Corporation or vehiclesmanufactured by that entity for liabilities not expressly assumed by GM, we moved to enforce the terms of the July 2009 Sale Order and Injunction issued bythe United States Bankruptcy Court for the Southern District of New York (Bankruptcy Court) to preclude claims from being asserted against us for, amongother things, personal injuries based on pre-sale accidents, any economic-loss claims based on acts or conduct of General Motors Corporation and claimsasserting successor liability for obligations owed by General Motors Corporation (successor liability claims). On April 15, 2015 the Bankruptcy Court issueda Decision precluding claims against us based upon pre-sale accidents, claims based upon the acts or conduct by General Motors Corporation and successorliability claims, except for claims asserting liabilities that had been expressly assumed by us in the July 2009 Sale Agreement and claims that could beasserted against us only if they were otherwise viable and arose solely out of our own independent post-closing acts and did not in any way rely on acts orconduct by General Motors Corporation. Plaintiffs have appealed the Bankruptcy Court’s decision and we have cross appealed with respect to certain issuesto preserve our rights. The United States Court of Appeals for the Second Circuit (Second Circuit) has accepted a direct appeal of the matter and the partieshave briefed the appeal pursuant to an expedited schedule set by the Second Circuit. Oral argument is scheduled for March 15, 2016. In addition onDecember 4, 2015 the Bankruptcy Court issued a judgment regarding certain issues left unresolved by the April 15, 2015 decision including the extent towhich punitive damages could be asserted against GM based on claims involving vehicles manufactured by General Motors Corporation. Various groups ofplaintiffs have appealed that decision to the district court overseeing the multidistrict litigation.In the putative shareholder class action filed in the United States District Court for the Eastern District of Michigan (Shareholder Class Action), the courtappointed the New York State Teachers’ Retirement System as the lead plaintiff. On January 15, 2015 the New York State Teachers’ Retirement System fileda Consolidated Class Action Complaint against GM and several current and former officers and employees (Defendants) on behalf of purchasers of ourcommon stock from November 17, 2010 to July 24, 2014. The Consolidated Class Action Complaint alleges that Defendants made material misstatementsand omissions relating to problems with the ignition switch and other matters in SEC filings and other public statements. On September 17, 2015 weannounced that we had entered into a binding term sheet regarding settlement of this matter. On November 20, 2015 the district court granted its preliminaryapproval of the settlement and has scheduled a final settlement fairness hearing for April 20, 2016. With regard to the shareholder derivative actions, the two shareholder derivative actions pending in the United States District Court for the Eastern Districtof Michigan have been consolidated and all proceedings, including those related to the motion to dismiss we filed in that court in October 2014, remainsuspended pending disposition of the parallel action being litigated in Delaware Chancery Court. With regard to that pending litigation in DelawareChancery Court, the four shareholder derivative actions pending in that court were consolidated and plaintiffs filed an amended consolidated complaint onOctober 13, 2014. On June 26, 2015 the Delaware Chancery Court granted our motion to dismiss the amended consolidated complaint. Plaintiffs haveappealed that decision to the Delaware Supreme Court, which has set oral argument for February 10, 2016. With regard to the two derivative actions filed inthe Circuit Court of Wayne County, Michigan, those actions have been consolidated and remain stayed pending disposition of the federal derivative actions.In connection with the 2014 recalls, various investigations, inquiries and complaints have been received from the United States Attorney’s Office for theSouthern District of New York (the Office), Congress, the SEC, Transport Canada and 50 state attorneys general. In connection with the foregoing we havereceived subpoenas and requests for additional information and we have participated in discussions with various governmental authorities. On June 3, 2015we received notice of an investigation by the Federal Trade Commission concerning certified pre-owned vehicle advertising where dealers had certifiedvehicles that allegedly needed recall repairs. We believe we are cooperating fully with all requests for information in ongoing investigations. Such matterscould in the future result in the imposition of material damages, fines, civil consent orders, civil and criminal penalties or other remedies.As described more specifically below, substantial activity took place during the six months ended December 31, 2015 that resulted in total or partialresolution of several matters including the recognition of additional liabilities for such matters.85Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)First, with regard to the investigation by the Office, without prior notice, the Office approached us during the three months ended September 30, 2015 witha specific proposal. We accepted the proposal on September 16, 2015 and entered into the DPA with the Office regarding its investigation of the eventsleading up to certain recalls regarding faulty ignition switches announced in February and March 2014. Under the DPA we consented to the filing of a two-count information (the Information) in the U.S. District Court for the Southern District of New York (the Court) charging GM with: (1) a scheme to concealmaterial facts from a government regulator, in violation of Title 18, United States Code, Section 1001; and (2) wire fraud, in violation of Title 18, UnitedStates Code, Section 1343. We have pled not guilty to the charges alleged in the Information. Under the DPA we agreed to pay the United States $900million as a financial penalty. Prior to the three months ended September 30, 2015 there had been little to no discussions concerning potential resolution ofthe matter such that no possible range of potential liability could be determined. Payment was made in the three months ended September 30, 2015.Pursuant to the DPA, the Office agreed to recommend to the Court that prosecution of GM on the Information be deferred for three years. The Office alsoagreed that if we are in compliance with all of our obligations under the DPA, the Office will, within 30 days after the expiration of the period of deferral(including any extensions thereto), seek dismissal with prejudice of the Information filed against GM. The DPA further provides that, in the event the Officedetermines during the period of deferral of prosecution (or any extensions thereof) that we have violated any provision of the DPA, the Office may, in itsdiscretion, either prosecute GM on the charges alleged in the Information or impose an extension of the period of deferral of prosecution of up to oneadditional year, but in no event will the total term of the deferral-of-prosecution period under the DPA exceed four years.In the DPA, we also agreed to retain an independent monitor (the Monitor) to review and assess our policies, practices or procedures related to statementsabout motor vehicle safety, the provision of information to those responsible for recall decisions, recall processes and addressing known defects in certifiedpre-owned vehicles. The Monitor’s authority will extend for a period of three years. The Office has the authority to lengthen the Monitor’s term for up to oneyear if the Office determines we have violated the DPA. Likewise, the Office may shorten the Monitor’s term if the Office determines that a monitor is nolonger necessary. We are required to pay the compensation and expenses of the Monitor and of the persons hired under his or her authority. The Monitorcommenced his term in October 2015.Second, with regard to the Shareholder Class Action described previously, prior to the three months ended September 30, 2015 there had been nodiscussions concerning potential resolution of the matter such that no possible range of potential liability could be determined. During the three monthsended September 30, 2015 the parties both commenced and reached a proposed settlement of the lawsuit. On September 17, 2015 we announced we hadentered into a binding term sheet for the settlement of the Shareholder Class Action described above for $300 million. The court entered preliminary approvalof the settlement on November 20, 2015 and has set a final settlement fairness hearing for April 20, 2016.Third, in the three months ended September 30, 2015 GM and attorneys representing certain personal injury claimants in the multidistrict litigationengaged in substantive settlement discussions in which an agreement was reached as to both material financial and non-financial terms. On September 17,2015 we announced we had reached a memorandum of understanding regarding a $275 million settlement that could potentially cover approximately 1,400personal injury claimants who have lawsuits pending in the multidistrict litigation or who have otherwise asserted claims related to the Ignition SwitchRecall or certain other recalls announced in 2014. Prior to the three months ended September 30, 2015 the parties had a substantial gap in their respectivepositions on financial issues such that no possible range of potential liability could be determined pursuant to the applicable accounting standard. Further,prior to the three months ended September 30, 2015 the parties had also either not engaged in meaningful discussions concerning material non-financialissues necessary for any agreement or had opposing positions on these issues. In December 2015 the court overseeing the multidistrict litigation established aqualified settlement fund and appointed a special master to administer certain facets of the settlement pursuant to the terms of the memorandum ofunderstanding. The special master commenced his work in the three months ended December 31, 2015 and his work continues.In the three months ended September 30, 2015 we recorded charges of approximately $1.5 billion in Automotive selling, general and administrativeexpense in Corporate as a result of the DPA financial penalty and the settlements of the Shareholder Class Action and the multidistrict litigation and otherlitigation associated with the ignition switch recalls described previously. These charges were treated as adjustments for EBIT-adjusted reporting purposes.We believe it is probable that we will incur additional liabilities with regard to at least a portion of the remaining investigations, claims, and/or litigationrelating to the ignition switch recalls and other related recalls, whether through settlement or judgment. With regard to pending personal injury claims, wehave concluded from our analysis of available information that an additional $90 million in liability is probable beyond what has already been accrued. Therelated charges were recorded in Automotive selling,86Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)general and administrative expense in Corporate and treated as adjustments for EBIT-adjusted reporting purposes in the three months ended December 31,2015. The total amount accrued at December 31, 2015 represents a combination of our best estimates and, where no such estimate is determinable, ourestimate of the low end of the range of probable loss with regard to such claims. The ultimate resolution of these remaining investigations, claims and/orlitigation could have a material adverse effect on our financial position, results of operations or cash flows.In January 2016 the first of several “bellwether” trials, Scheuer v. General Motors, LLC, took place in the multidistrict litigation associated with theignition switch recalls. On January 22, 2016 a Stipulation of Dismissal was filed by which plaintiff voluntarily dismissed his lawsuit with prejudice. Nopayment was made to plaintiff. Each bellwether trial will be tried on its facts and the result of any subsequent bellwether trial may be different from this firstbellwether trial. Further, this first bellwether trial does not allow us to estimate the possible loss associated with the resolution of the multidistrict litigation.The second bellwether trial is expected to commence in March 2016.The uncertainties referenced above include the legal theory or the nature of the claims, the complexity of the facts, the results of any investigation orlitigation, and the timing of resolution of the investigations or litigation. For example, the appeal from the Bankruptcy Court’s April 2015 decision iscurrently pending before the Second Circuit (discussed previously), as is the appeal to the district court overseeing the multidistrict litigation from theBankruptcy Court's December 2015 judgment. The resolution of these appeals could have a substantial impact on the potential liability of GM for acts orconduct of General Motors Corporation and what claims plaintiffs may pursue against GM in the multidistrict litigation and other courts. Further, there havebeen little or no discussions to date concerning any potential resolution of the SEC investigation, the state attorneys general’s investigations, the variousclaims for economic loss, or the claims concerning death or personal injury not covered by the memorandum of understanding, discussed previously. We willcontinue to consider potential resolution of open matters involving ignition switch recalls and other recalls where it makes sense to do so.GM Canada Dealers' ClaimOn February 12, 2010 a claim was filed in the Ontario Superior Court of Justice against GM Canada on behalf of a purported class of over 200 former GMCanada dealers (the Plaintiff Dealers) which had entered into wind-down agreements with GM Canada. In May 2009 in the context of the global restructuringof the business and the possibility that GM Canada might be required to initiate insolvency proceedings, GM Canada offered the Plaintiff Dealers the wind-down agreements to assist with their exit from the GM Canada dealer network and to facilitate winding down their operations in an orderly fashion byDecember 31, 2009 or such other date as GM Canada approved but no later than on October 31, 2010. The Plaintiff Dealers allege that the Dealer Sales andService Agreements were wrongly terminated by GM Canada and that GM Canada failed to comply with certain disclosure obligations, breached its statutoryduty of fair dealing and unlawfully interfered with the Plaintiff Dealers' statutory right to associate in an attempt to coerce the Plaintiff Dealers into acceptingthe wind-down agreements. The Plaintiff Dealers seek damages and assert that the wind-down agreements are rescindable. The Plaintiff Dealers' initialpleading makes reference to a claim “not exceeding” CAD $750 million, without explanation of any specific measure of damages. On March 1, 2011 thecourt approved certification of a class for the purpose of deciding a number of specifically defined issues including: (1) whether GM Canada breached itsobligation of "good faith" in offering the wind-down agreements; (2) whether GM Canada interfered with the Plaintiff Dealers' rights of free association; (3)whether GM Canada was obligated to provide a disclosure statement and/or disclose more specific information regarding its restructuring plans in connectionwith proffering the wind-down agreements; and (4) whether the Plaintiff Dealers can recover damages in the aggregate (as opposed to proving individualdamages). A number of former dealers opted out of participation in the litigation, leaving 181 dealers in the certified class. Trial of the class issues wascompleted in the three months ended December 31, 2014. On July 8, 2015 the Ontario Superior Court dismissed the Plaintiff Dealers’ claim against GMCanada, holding that GM Canada did not breach any common law or statutory obligations toward the class members. The court also dismissed GM Canada’scounterclaim against the Plaintiff Dealers for repayment of the wind-down payments made to them by GM Canada as well as for other relief. All parties havefiled notices of appeal. We anticipate that the appeal will be heard in the year ending December 31, 2016.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 Koreaemployees that was contrary87Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)to GM Korea's position. GM Korea appealed to the Supreme Court of the Republic of Korea (Supreme Court) and initiated a constitutional challenge to theadverse interpretation of the relevant statute. In December 2013 the Supreme Court rendered a decision in a case involving another company not affiliatedwith us that addressed many of the issues presented in the cases pending against GM Korea and resolved many of them in a manner which we believe isfavorable to GM Korea. In particular, while the Supreme Court held that fixed bonuses should be included in the calculation of Ordinary Wages, it also heldthat claims for retroactive application of this rule would be barred under certain circumstances. On May 29, 2014 the Supreme Court rendered its decisionwith respect to the case involving the five GM Korea hourly employees and remanded the case to the Seoul High Court consistent with its December 2013ruling. This case was decided by the Seoul High Court on October 30, 2015 in GM Korea's favor. Plaintiffs appealed to the Supreme Court. In July 2014 GMKorea and its labor union also agreed to include bonuses and certain allowances in Ordinary Wages retroactive to March 1, 2014. Therefore our accrualrelated to these cases was reclassified from a contingent liability to the Pensions liability. We estimate our reasonably possible loss in excess of amountsaccrued to be 585 billion South Korean Won (equivalent to $499 million) at December 31, 2015, which relates to periods before March 1, 2014. We are alsoparty to litigation with current and former salaried employees over allegations relating to Ordinary Wages regulation. On November 26 and 27, 2015 theSupreme Court remanded two salary cases to the Seoul High Court for a review of the merits. At December 31, 2015 we identified a reasonably possible lossfor salary cases in excess of the amounts accrued to be 174 billion South Korean Won (equivalent to $148 million). Both the scope of claims asserted and GMKorea's assessment of any or all of the individual claim elements may change if new information becomes available. These cases are currently pending beforevarious courts in Korea.GM Financial SubpoenaIn July 2014 GM Financial was served with a subpoena by the U.S. Department of Justice directing GM Financial to produce certain documents relating tothe origination and securitization of sub-prime automobile loans by GM Financial and its subsidiaries and affiliates since 2007 in connection with aninvestigation by the U.S. Department of Justice in contemplation of a civil proceeding for potential violations of the Financial Institutions Reform, Recovery,and Enforcement Act of 1989. Among other matters, the subpoena requests information relating to the underwriting criteria used to originate theseautomobile loans and the representations and warranties relating to those underwriting criteria that were made in connection with the securitization of theautomobile loans. GM Financial was subsequently served with additional investigative subpoenas from state attorneys general and other governmentaloffices to produce documents relating to its retail automobile loan business and securitization of automobile loans. In October 2014 GM Financial received adocument request from the SEC in connection with its investigation into certain practices in sub-prime automobile loan securitization. GM Financial isinvestigating these matters internally and believes it is cooperating with all requests. These investigations are ongoing and could in the future result in theimposition of damages, fines or civil or criminal claims and/or penalties. No assurance can be given that the ultimate outcome of the investigations or anyresulting proceedings would not materially and adversely affect GM Financial or any of its subsidiaries and affiliates.Other Litigation-Related Liability and Tax Administrative MattersVarious other legal actions, governmental investigations, claims and proceedings are pending against us including matters arising out of alleged productdefects; employment-related matters; governmental regulations relating to safety, emissions and fuel economy; product warranties; financial services; dealer,supplier and other contractual relationships; government regulations relating to payments to foreign companies; tax-related matters not subject to theprovision of ASC 740, "Income Taxes" (indirect tax-related matters); and environmental matters.Indirect tax-related matters are being litigated globally pertaining to value added taxes, customs, duties, sales, property taxes and other non-income taxrelated tax exposures. The various non-U.S. labor-related matters include claims from current and former employees related to alleged unpaid wage, benefit,severance and other compensation matters. Certain South American administrative proceedings are indirect tax-related and may require that we deposit fundsin escrow. Escrow deposits may range from $400 million to $600 million. Some of the matters may involve compensatory, punitive or other treble damageclaims, environmental remediation programs or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that couldnot be reasonably estimated at December 31, 2015. We believe that appropriate accruals have been established for losses that are probable and can bereasonably estimated. For indirect tax matters we estimate our reasonably possible loss in excess of amounts accrued to be up to approximately $850 million.Product Liability88Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)With respect to product liability claims, other than claims relating to the ignition switch recalls discussed above, involving our and General MotorsCorporation products, we believe that any judgment against us for actual damages will be adequately covered by our recorded accruals and, whereapplicable, excess liability insurance coverage. In addition we indemnify dealers for certain product liability related claims including products sold byGeneral Motors Corporation's dealers. Liabilities have been recorded in Accrued liabilities and Other liabilities for the expected cost of all known productliability claims plus an estimate of the expected cost for product liability claims that have already been incurred and are expected to be filed in the future forwhich we are self-insured. In light of vehicle recalls in recent years it is reasonably possible that our accruals for product liability claims may increase infuture periods in material amounts, although we cannot estimate a reasonable range of incremental loss based on currently available information.Ignition Switch Recall Compensation ProgramIn the three months ended June 30, 2014 we created a compensation program (the Program) for accident victims who died or suffered physical injury (or fortheir families) as a result of a faulty ignition switch related to the 2.6 million vehicles recalled in the three months ended March 31, 2014. The Program isbeing administered by an independent program administrator, who established a protocol that defined the eligibility requirements to participate in theProgram. The Program accepted claims from August 1, 2014 through January 31, 2015 and received a total of 4,343 claims. The Program completed its claimsreview process in the three months ended September 30, 2015 and the independent program administrator determined that 399 claims were eligible forpayment under the Program. Payments to eligible claimants began in the three months ended December 31, 2014 and will continue through the first quarterof 2016. At January 29, 2016 we had paid 345 eligible claimants $554 million out of the 362 claimants who accepted offers under the Program. The other 37accident victims (or their families) chose not to participate in the Program and could pursue litigation against us. Accident victims (or their families) thataccept a payment under the Program agree to settle all claims against GM related to the accident.We recorded a charge of $400 million in the year ended December 31, 2014 and based on the Program's claims experience we recorded an additional $195million in the year ended December 31, 2015. These charges were recorded in Automotive selling, general and administrative expense in Corporate and weretreated as adjustments for EBIT-adjusted reporting purposes. Based on currently available information we believe our accrual at December 31, 2015 isadequate to cover the estimated costs under the Program. The following table summarizes the activity for the Program since its inception (dollars in millions): ActivityBalance at April 1, 2014$—Provisions400Payments(85)Balance at December 31, 2014315Provisions195Payments(444)Balance at December 31, 2015$66Environmental 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 inOther liabilities for the expected costs to be paid over the periods of remediation for the applicable sites, which typically range from five to 30 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, 2015 we estimate the remediation losses could range from $100 million to $210 million.Guarantees89Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)We enter into indemnification agreements for liability claims involving products manufactured primarily by certain joint ventures. We also providevehicle repurchase guarantees and payment guarantees on commercial loans outstanding with third parties such as dealers. These guarantees terminate inyears ranging from 2016 to 2030 or upon the occurrence of specific events or are ongoing and we believe that the related potential costs incurred areadequately covered by recorded accruals. The maximum liability for these guarantees was $2.6 billion and $2.7 billion at December 31, 2015 and 2014,calculated as future undiscounted payments.In some instances certain assets of the party whose debt or performance we have guaranteed may offset, to some degree, the amount of certain guarantees.Our payables to the party whose debt or performance we have guaranteed may also reduce the amount of certain guarantees. If vehicles are required to berepurchased under vehicle repurchase obligations, the total exposure would be reduced to the extent vehicles are able to be resold to another dealer.We periodically enter into agreements that incorporate indemnification provisions in the normal course of business. It is not possible to estimate ourmaximum exposure under these indemnifications or guarantees due to the conditional nature of these obligations. Insignificant amounts have been recordedfor such obligations as the majority of them are not probable or estimable at this time and the fair value of the guarantees at issuance was insignificant.Other MattersBrazil 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 program that requires participating companies to meet certain criteria, such as local investment and fuel efficiency standards. Participatingcompanies that fail to meet the required criteria are subject to clawback provisions and fines. At December 31, 2015 we believe it is reasonably assured thatthe program requirements will be met.Korea Fuel Economy CertificationIn 2014 we determined the certified fuel economy ratings on our Cruze 1.8L gasoline vehicles sold in Korea were incorrect. We retested and recertified theCruze fuel economy ratings which fell below our prior certification and self-reported this issue to local government authorities. We voluntarily announced acustomer compensation program for current and previous Cruze owners and recorded an insignificant charge in the three months ended December 31, 2014.In November 2014 the Korean government released new fuel economy certification guidelines. Since then, in accordance with the new guidelines, we havecompleted retesting and recertification of the Chevrolet Captiva 2.0L and 2.2L diesel vehicles and the Malibu 2.0L gas, 2.4L gas and 2.0 liquefied petroleumgas vehicles. The Captiva 2.0L diesel was subsequently selected for confirmatory testing by the Korean government and was approved. There are no otherdomestic models in production to be retested and recertified under the new guidelines.India Tavera Emissions ComplianceIn 2013 we determined there was an emissions compliance issue with certain Tavera models produced in India. We self-reported this issue in the threemonths ended September 30, 2013 to local government authorities and are continuing to cooperate. We developed a solution, and while the issue was notsafety related, we voluntarily recalled the vehicles to serve our customers. We believe our accrual at December 31, 2015 is adequate to cover the estimatedcosts of the recalled vehicles.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): 2016 2017 2018 2019 2020 ThereafterMinimum commitments(a)$284 $232 $202 $178 $137 $385Sublease income(55) (57) (54) (52) (41) (233)Net minimum commitments$229 $175 $148 $126 $96 $152__________(a)Certain leases contain escalation clauses and renewal or purchase options.90Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)Rental expense under operating leases was $357 million, $444 million and $477 million in the years ended December 31, 2015, 2014 and 2013.Note 16. Income TaxesThe following table summarizes income before income taxes and equity income (dollars in millions): Years Ended December 31, 2015 2014 2013U.S. income$5,594 $1,683 $4,880Non-U.S. income (loss)(70) 469 768Income before income taxes and equity income$5,524 $2,152 $5,648Income Tax Expense (Benefit)The following table summarizes Income tax expense (benefit) (dollars in millions): Years Ended December 31, 2015 2014 2013Current income tax expense (benefit) U.S. federal$5 $(23) $(34)U.S. state and local(5) 154 88Non-U.S.860 671 512Total current income tax expense860 802 566Deferred income tax expense (benefit) U.S. federal1,001 (581) 1,049U.S. state and local199 (60) 137Non-U.S.(3,957) 67 375Total deferred income tax expense (benefit)(2,757) (574) 1,561Total income tax expense (benefit)$(1,897) $228 $2,127Provisions 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 beenprovided on basis differences in investments primarily as a result of earnings in foreign subsidiaries and corporate joint ventures which are deemedindefinitely reinvested of $2.8 billion and $3.0 billion at December 31, 2015 and 2014. Additional basis differences related to investments innonconsolidated Automotive China JVs exist of $4.1 billion at December 31, 2015 and 2014 primarily related to fresh-start reporting. Quantification of thedeferred tax liability, if any, associated with indefinitely reinvested basis differences is not practicable. The Non-U.S. deferred income tax benefit in the yearended December 31, 2015 relates primarily to the release of valuation allowances in GME.The following table summarizes a reconciliation of Income tax expense (benefit) compared with the amounts at the U.S. federal statutory income tax rate(dollars in millions):91Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Years Ended December 31, 2015 2014 2013Income tax expense at U.S. federal statutory income tax rate$1,933 $753 $1,977State and local tax expense115 73 145Non-U.S. income taxed at other than 35%(28) (72) (168)U.S. tax on Non-U.S. income(417) (8) 543Change in valuation allowance(3,666) (402) 182Change in tax laws29 602 146Research and manufacturing incentives(367) (279) (490)Goodwill impairment— 41 124Settlements of prior year tax matters— (275) (473)Realization of basis differences in affiliates— (256) —Foreign currency remeasurement209 124 (21)Financial penalty under the DPA(a)315 Other adjustments(20) (73) 162Total income tax expense (benefit)$(1,897) $228 $2,127_________(a)Refer to Note 15 for additional information on the DPA. Deferred Income Tax Assets and LiabilitiesDeferred income tax assets and liabilities at December 31, 2015 and 2014 reflect the effect of temporary differences between amounts of assets, liabilitiesand equity 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, 2015 December 31, 2014Deferred tax assets Postretirement benefits other than pensions$2,712 $2,958Pension and other employee benefit plans6,502 7,503Warranties, dealer and customer allowances, claims and discounts5,495 5,512Property, plants and equipment1,981 2,323U.S. capitalized research expenditures7,413 8,588U.S. operating loss and tax credit carryforwards(a)8,623 7,631Non-U.S. operating loss and tax credit carryforwards(b)5,826 6,505Miscellaneous3,316 3,286Total deferred tax assets before valuation allowances41,868 44,306Less: valuation allowances(5,021) (9,659)Total deferred tax assets36,847 34,647Deferred tax liabilities Intangible assets590 416Net deferred tax assets$36,257 $34,231_________(a)At December 31, 2015 U.S. operating loss and tax credit carryforwards of $8.0 billion expire by 2035 if not utilized and the remaining balance of $607 million may be carriedforward indefinitely.(b)At December 31, 2015 Non-U.S. operating loss and tax credit carryforwards of $1.7 billion expire by 2035 if not utilized and the remaining balance of $4.1 billion may becarried forward indefinitely.92Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)Valuation AllowancesAs a result of business restructuring and improving profitability in certain European businesses evidenced by three years of adjusted cumulative earningsand the completion of our near- and medium-term business plans in the three months ended December 31, 2015 that forecast continuing improvement inprofitability, we determined that it was more likely than not that our future earnings will be sufficient to realize the deferred tax assets in these Europeanbusinesses. Accordingly we reversed $3.9 billion of GME's valuation allowances resulting in an income tax benefit. We retained valuation allowances of $2.5billion at December 31, 2015 against deferred tax assets in GME which we continue to believe do not meet the more likely than not threshold for releasingthe valuation allowance.At December 31, 2015 we retained additional valuation allowances against deferred tax assets of $2.5 billion, primarily in South Korea and India businessunits with cumulative losses in recent years and in the U.S. related to capital loss tax attributes and state loss carryforwards that we do not expect to have theability to utilize within the carryforward periods.Uncertain Tax PositionsThe following table summarizes activity of the total amounts of unrecognized tax benefits (dollars in millions): Years Ended December 31, 2015 2014 2013Beginning balance$1,877 $2,530 $2,745Additions to current year tax positions54 184 251Additions to prior years' tax positions115 149 276Reductions to prior years' tax positions(378) (603) (535)Reductions in tax positions due to lapse of statutory limitations(201) (164) (73)Settlements(3) (138) (132)Other(79) (81) (2)Ending balance$1,385 $1,877 $2,530At December 31, 2015 and 2014 there were $896 million and $1.2 billion of unrecognized tax benefits that if recognized would favorably affect oureffective tax rate in the future. In the years ended December 31, 2015, 2014 and 2013 income tax related interest and penalties were insignificant. AtDecember 31, 2015 and 2014 we had liabilities of $183 million and $246 million for income tax related interest and penalties.In the year ended December 31, 2013 we remeasured a previously disclosed uncertain tax position and recorded a $473 million tax benefit that increasednet operating loss carryforwards, reducing future taxable income.At December 31, 2015 it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits in the next twelvemonths.Other MattersIncome tax returns are filed in multiple jurisdictions and are subject to examination by taxing authorities throughout the world. We have open tax yearsfrom 2005 to 2015 with various significant tax jurisdictions. Tax authorities may have the ability to review and adjust net operating loss or tax creditcarryforwards that were generated prior to these periods if utilized in an open tax year. These open years contain matters that could be subject to differinginterpretations of applicable tax laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the sustainabilityof income tax credits for a given audit cycle. Given the global nature of our operations there is a risk that 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.93Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)In January 2013 the U.S. Congress enacted federal income tax legislation including an extension of the research credit for tax years 2012 and 2013. As aresult, in the year ended December 31, 2013 we recorded an income tax benefit related to the 2012 research credit of approximately $200 million.Note 17. Restructuring and Other InitiativesWe have executed various restructuring and other initiatives and we plan to execute additional initiatives in the future, if necessary, in order to alignmanufacturing 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,general and administrative expense.The following table summarizes the reserves related to restructuring and other initiatives and charges by segment, including postemployment benefitreserves and charges (dollars in millions): GMNA GME GMIO GMSA TotalBalance at January 1, 2013$653 $590 $39 $38 $1,320Additions, interest accretion and other58 202 404 50 714Payments(182) (299) (111) (68) (660)Revisions to estimates and effect of foreign currency(32) 10 1 (4) (25)Balance at December 31, 2013(a)497 503 333 16 1,349Additions, interest accretion and other42 675 213 83 1,013Payments(96) (329) (342) (95) (862)Revisions to estimates and effect of foreign currency16 (98) (38) (2) (122)Balance at December 31, 2014(a)459 751 166 2 1,378Additions, interest accretion and other102 149 208 107 566Payments(77) (549) (160) (97) (883)Revisions to estimates and effect of foreign currency(341) (81) (53) (5) (480)Balance at December 31, 2015(a)$143 $270 $161 $7 $581__________(a)The remaining cash payments related to these reserves for restructuring and other initiatives, including temporary layoff benefits of $14 million, $354 million and $353 millionat December 31, 2015, 2014 and 2013 for GMNA, relate primarily to postemployment benefits to be paid.Year Ended December 31, 2015Restructuring and other initiatives related primarily to: (1) reversal of the U.S. Supplemental Unemployment Benefit Plan accrual for temporary layoffbenefits of $317 million resulting from a plan amendment in the 2015 UAW Agreement at GMNA; (2) the change in our business model in Russia describedbelow; and (3) separation and other programs in Australia, Korea, Thailand, Indonesia and India and the withdrawal of the Chevrolet brand from Europewhich had a total cost since inception of $722 million and affected a total of approximately 5,490 employees at GMIO through December 31, 2015. Weexpect to complete these programs in GMIO in 2017 and incur additional restructuring and other charges of approximately $210 million.Our 2015 labor agreement with the UAW includes cash severance incentive programs to qualified U.S. hourly employees. We will record restructuringcharges of $250 million upon irrevocable acceptance received in February 2016.Year Ended December 31, 2014Restructuring and other initiatives related primarily to: (1) the termination of all vehicle and transmission production at our Bochum, Germany facilitycompleted in December 2014, which had a total cost since inception of $841 million at GME; (2) separation programs in Australia and Korea, the withdrawalof the Chevrolet brand from Europe and the cessation of manufacturing in Australia which had a total cost since inception of $514 million at GMIO throughDecember 31, 2014; and (3) completed94Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)separation programs in Brazil and Venezuela which had a total cost since inception of $169 million at GMSA through December 31, 2014.Year Ended December 31, 2013Restructuring and other initiatives related primarily to: (1) cash severance incentive programs for skilled trade U.S. hourly employees and service cost forhourly layoff benefits at GMNA; (2) our plan to terminate all vehicle and transmission production at our Bochum, Germany facility by the end of 2014 whichhad a total cost since inception of $194 million at GME through December 31, 2013; (3) separation programs in Australia and Korea and programs related tothe withdrawal of the Chevrolet brand from Europe, described below, which had a total cost since inception of $420 million at GMIO through December 31,2013; and (4) active separation programs in Brazil which had a total cost since inception of $103 million at GMSA through December 31, 2013.Change of Business Model in RussiaIn March 2015 we announced plans to change our business model in Russia and have ceased manufacturing, eliminated Opel brand distribution andreduced Chevrolet brand distribution in the year ended December 31, 2015. This decision impacts 300 dealers and distributors and 1,130 employees. As aresult we recorded pre-tax charges of $443 million at GME and GMIO through December 31, 2015, net of noncontrolling interests of $56 million. Thesecharges included dealer restructuring and other contract cancellation costs of $103 million and employee severance costs of $13 million which are reflectedin the table above. The remaining charges for cumulative translation adjustment associated with the substantial liquidation of certain legal entities and otherof $183 million, sales incentives and inventory related costs of $144 million and asset impairment charges of $56 million are not included in the table above.We may incur additional charges for exit costs of up to approximately $100 million through 2016.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 the Chevrolet brand in those markets in 2015. This decision impacts approximately 1,200 Chevrolet dealers anddistributors in the affected countries and approximately 480 Chevrolet Europe employees. In the three months ended December 31, 2013 we recorded pre-taxcharges of $636 million, net of noncontrolling interests of $124 million. These charges included dealer restructuring costs of $233 million and employeeseverance costs of $30 million which are reflected in the table above. The remaining charges for intangible asset impairments of $264 million and salesincentive, inventory related and other costs of $233 million are not included in the table above. Refer to Note 9 for additional information on the intangibleasset impairment charges.Manufacturing Operations at HoldenIn December 2013 we announced plans to cease vehicle and engine manufacturing and significantly reduce engineering operations at GM Holden Ltd.(Holden) by the end of 2017. Holden will continue to sell imported vehicles through its Holden dealer network and maintain its global design studio. Thisdecision affects approximately 2,900 employees at certain Holden facilities. In the three months ended December 31, 2013 we recorded pre-tax charges of$536 million in Automotive cost of sales consisting primarily of asset impairment charges of $477 million, including property, plant and equipment, whichare not included in the table above. The remaining charges relate to exit-related costs, including certain employee severance related costs, of which $59million are included in the table above.Note 18. 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):95Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Years Ended December 31, 2015 2014 2013Interest income$169 $211 $246Foreign currency transaction and remeasurement gains (losses)297 378 (154)Gains on securities and other investments - realized and unrealized7 13 691Other148 221 280Total interest income and other non-operating income, net$621 $823 $1,063In December 2013 we sold our investment in Ally Financial common stock through a private offering for net proceeds of $880 million and recorded a gainof $483 million. Also in December 2013 we sold our seven percent investment in Peugeot S. A. (PSA) common stock for $339 million, net of disposal costsand we recorded a net gain of $152 million in Interest income and other non-operating income, net. Other includes net gains and losses on derivatives,dividends, royalties and deferred income recorded from technology agreement that ended in 2013.Note 19. 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 1.5 billion and 1.6 billion shares ofcommon stock issued and outstanding at December 31, 2015 and 2014.The following table summarizes significant features related to our preferred stock (dollars in millions, except for per share amounts): LiquidationPreference PerShare Dividend PerAnnum Dividends PaidYears Ended December 31,2015 2014 2013Series A Preferred Stock$25.00 9.00% $1,160 $1,370Series B Preferred Stock$50.00 4.75% $237Series A Preferred StockIn December 2014 we redeemed all of the remaining outstanding shares of our Series A Preferred Stock at a price equal to the aggregate liquidation amount,including accumulated dividends, of $3.9 billion, which reduced Net income attributable to common stockholders by $809 million and is included withindividends paid in the table above.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, which reduced Net income attributable to common stockholders by $816 millionand is included within dividends paid in the table above.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 ourcommon stock for a total of 137 million common shares. The number of shares of our common stock issued upon mandatory conversion of each share ofSeries B Preferred Stock was determined based on the average of the closing prices of our common stock over the 40 consecutive trading day period endedNovember 26, 2013.Common StockHolders of our common stock are entitled to dividends at the sole discretion of our Board of Directors. No common stock dividends were declared or paidprior to 2014. Our dividends declared per common share were $1.38 and $1.20 and our total dividends declared on common stock were $2.2 billion and $1.9billion for the years ended December 31, 2015 and 2014. Holders of common stock are entitled to one vote per share on all matters submitted to ourstockholders for a vote. The liquidation rights96Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)of holders of our common stock are secondary to the payment or provision for payment of all our debts and liabilities and to holders of our preferred stock, ifany such shares are then outstanding.In the year ended December 31, 2015 we purchased 102 million shares of our outstanding common stock for $3.5 billion as part of the common stockrepurchase program announced in March 2015.In September 2014 we repurchased 5 million shares of our outstanding common stock at a weighted-average price of $33.69 per share, to offset the dilutionfrom the June 2014 grant of stock incentive awards under the 2014 Long-Term Incentive Plan.WarrantsIn July 2009 we issued two tranches of warrants, each to acquire 136 million shares of our common stock, to Motors Liquidation Company (MLC) whichhave all been distributed to creditors of General Motors Corporation and to the Motors Liquidation Company GUC Trust by MLC and one tranche ofwarrants to acquire 46 million shares of common stock to the New VEBA. The first tranche of MLC warrants is exercisable at any time prior to July 10, 2016at an exercise price of $10.00 per share and the second tranche of MLC warrants is exercisable at any time prior to July 10, 2019 at an exercise price of $18.33per share. The New VEBA warrants, which were subsequently sold by the New VEBA, had an exercise price of $42.31 per share and expired December 31,2015. Upon exercise of the warrants, the shares issued will be included in the number of basic shares outstanding used in the computation of earnings pershare. The number of shares of common stock underlying each of the warrants and the per share exercise price are subject to adjustment as a result of certainevents, including stock splits, reverse stock splits and stock dividends. The number of warrants outstanding was 70 million and 165 million at December 31,2015 and 2014.Accumulated Other Comprehensive LossThe following table summarizes the components of Accumulated other comprehensive loss (dollars in millions): Years Ended December 31, 2015 2014 2013Foreign Currency Translation Adjustments Balance at beginning of period$(1,064) $(614) $101Other comprehensive loss before reclassification adjustment, net of tax(a)(1,153) (475) (733)Reclassification adjustment, net of tax(a)(b)198 2 —Other comprehensive loss, net of tax(a)(955) (473) (733)Other comprehensive income (loss) attributable to noncontrolling interests, net of tax(a)(15) 23 18Balance at end of period$(2,034) $(1,064) $(614)Defined Benefit Plans, Net Balance at beginning of period$(7,006) $(2,501) $(8,194)Other comprehensive income (loss) before reclassification adjustment817 (6,477) 8,679Tax expense (benefit)41 (1,854) 3,087Other comprehensive income (loss) before reclassification adjustment, net of tax776 (4,623) 5,592Reclassification adjustment, net of tax(a)(c)235 118 101Other comprehensive income (loss), net of tax1,011 (4,505) 5,693Other comprehensive loss attributable to noncontrolling interests, net of tax(a)(4) — —Balance at end of period$(5,999) $(7,006) $(2,501)__________(a)The income tax effect was insignificant in the years ended December 31, 2015, 2014 and 2013.(b)Related to the change of our business model in Russia. Included in Automotive cost of sales. Refer to Note 17 for additional information.(c)Included in the computation of net periodic pension and OPEB (income) expense. Refer to Note 13 for additional information.Note 20. Earnings Per Share97Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)Basic 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. The followingtable summarizes basic and diluted earnings per share (in millions, except for per share amounts): Years Ended December 31, 2015 2014 2013Basic earnings per share Net income attributable to stockholders$9,687 $3,949 $5,346Less: cumulative dividends on preferred stock and charge related to redemption and purchase ofpreferred stock(a) (1,145) (1,576)Net income attributable to common stockholders$9,687 $2,804 $3,770 Weighted-average common shares outstanding1,586 1,605 1,393Basic earnings per common share$6.11 $1.75 $2.71Diluted earnings per share Net income attributable to common stockholders – basic$9,687 $2,804 $3,770Add: preferred dividends to holders of Series B Preferred Stock 218Less: earnings adjustment for dilutive stock compensation rights(1) (18) Net income attributable to common stockholders – diluted$9,686 $2,786 $3,988 Weighted-average common shares outstanding – basic1,586 1,605 1,393Dilutive effect of warrants and awards under stock incentive plans54 82 149Dilutive effect of conversion of Series B Preferred Stock 134Weighted-average common shares outstanding – diluted1,640 1,687 1,676 Diluted earnings per common share$5.91 $1.65 $2.38__________(a)Includes earned but undeclared dividends of $15 million on our Series A Preferred Stock in the year ended December 31, 2013.Prior to the December 2013 conversion to common shares, the Series B Preferred Stock was a participating security and, as such, required the application ofthe more dilutive of the two-class or if-converted method to calculate earnings per share when the applicable market value of our common stock was below orabove the range of $33.00 to $39.60 per common share. On the mandatory conversion date of our Series B Preferred Stock, December 1, 2013, the applicablemarket value of our common stock was within the range of $33.00 to $39.60 per common share and, as such, we applied the if-converted method for purposesof calculating diluted earnings per share in the year ended December 31, 2013. The impact on diluted earnings per share was an increase of $0.13 in the yearended December 31, 2013 using the if-converted method as compared to the two-class method.In the years ended December 31, 2015, 2014 and 2013 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 21. Stock Incentive PlansStock incentive plan awards outstanding at December 31, 2015 consist of awards granted under the 2014 Long-Term Incentive Plan, the 2009 Long-TermIncentive Plan and the Salary Stock Plan. The 2014 Long-Term Incentive Plan was approved by stockholders in June 2014 and replaced the 2009 Long-TermIncentive Plan and Salary Stock Plan. These plans are administered by the Executive Compensation Committee of our Board of Directors. The aggregatenumber of shares with respect to which awards may be granted under the 2014 Long-Term Incentive Plan shall not exceed 60 million. In January 2014 weamended the 2009 Long-Term Incentive Plan and the Salary Stock Plan to provide cash payment, on a going forward basis, of dividend equivalents uponsettlement to active employees and certain former employees with outstanding awards as of the amendment date.Long-Term Incentive PlanWe grant to certain employees RSUs, PSUs and stock options under our 2014 Long-Term Incentive Plan and, prior to our 2014 Long-Term Incentive Plan,RSUs under our 2009 Long-Term Incentive Plan. Shares awarded under the plans are subject to forfeiture98Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)if the participant leaves the company for reasons other than those permitted under the plans such as retirement, death or disability. Our practice is to issue newshares upon settlement of RSUs and PSUs. The following table summarizes awards granted or issued under these plans (units in millions): Years Ended December 31, 2015 2014 2013RSUs2.8 8.2 7.3PSUs4.1 3.9 Stock options26.4 RSU awards granted either cliff vest or ratably vest generally over a three-year service period, as defined in the terms of each award. Vesting and subsequentsettlement will generally occur based upon employment at the end of each specified service period.The ultimate number of PSUs earned will be determined at the end of the specified performance period, which is three years, based on performance criteriadetermined by the Executive Compensation Committee of the Board of Directors at the time of award. The number of shares earned may equal, exceed or beless than the targeted number of shares depending on whether the performance criteria are met, surpassed or not met. PSU awards generally vest and settle atthe end of a three-year period.Stock options were granted to senior leaders to maintain the leadership consistency needed to achieve our short-term and long-term goals. Each recipientwas required to accept non-compete and non-solicitation covenants. These non-qualified stock options have a vesting feature whereby two-fifths of the awardare exercisable approximately 19 months after the date of grant and the remainder vest ratably over the next three years based on the performance of ourcommon stock relative to that of a specified peer group. The stock options expire 10 years from the grant date.Salary Stock PlanIn the year ended December 31, 2013 a portion of each participant's salary was accrued on each salary payment date and converted to RSUs on a quarterlybasis. In June 2013 we amended the plan to provide for cash or share settlement of awards based on election by the participant. The liability for these awardscontinues to be remeasured to fair value at the end of each reporting period.RSUs, PSUs and Stock OptionsThe following table summarizes information about the RSUs, PSUs and stock options under our stock incentive plans (units in millions): Shares Weighted-Average GrantDate Fair Value Weighted-AverageRemaining ContractualTerm in YearsUnits outstanding at January 1, 201519.9 $32.11 1.3Granted33.3 $10.70 Settled(8.1) $29.44 Forfeited or expired(1.1) $26.59 Units outstanding at December 31, 201544.0 $16.48 3.0 Units unvested and expected to vest at December 31, 201535.0 $14.54 3.3Units vested and payable at December 31, 20157.6 $25.72 Units granted in the year ended December 31, 2014 $35.31 Units granted in the year ended December 31, 2013 $29.05 The following table summarizes compensation expense recorded for our stock incentive plans, which is recorded in Automotive cost of sales andAutomotive selling, general and administrative expense (dollars in millions):99Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Years Ended December 31, 2015 2014 2013Compensation expense$446 $245 $311Income tax benefit$151 $81 $100At December 31, 2015 the total unrecognized compensation expense for nonvested equity awards granted was $294 million. This expense is expected tobe recorded over a weighted-average period of 3.3 years. The total fair value of RSUs, PSUs and stock options vested in the years ended December 31, 2015,2014 and 2013 was $228 million, $221 million and $342 million. In the years ended December 31, 2015, 2014 and 2013 total payments for 1.8 million, 2.4million and 3.1 million RSUs settled under stock incentive plans were $64 million, $85 million and $94 million.Note 22. 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 Quarter2015 Total net sales and revenue$35,712 $38,180 $38,843 $39,621Automotive gross margin$3,690 $4,073 $5,082 $4,756Net income$908 $1,140 $1,341 $6,226Net income attributable to stockholders$945 $1,117 $1,359 $6,266Basic earnings per common share$0.58 $0.70 $0.86 $4.03Diluted earnings per common share$0.56 $0.67 $0.84 $3.92 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter2014 Total net sales and revenue$37,408 $39,649 $39,255 $39,617Automotive gross margin$2,188 $2,611 $3,945 $4,266Net income$280 $287 $1,442 $2,009Net income attributable to stockholders$213 $278 $1,471 $1,987Basic earnings per common share$0.08 $0.12 $0.86 $0.69Diluted earnings per common share$0.06 $0.11 $0.81 $0.66The three months ended December 31, 2015 included the following:•Income tax benefit of $3.9 billion related to the reversal of deferred tax asset valuation allowances at GME.•Gain on extinguishment of debt of $449 million related to unsecured debt in Brazil in GMSA on a pre-tax basis.The three months ended September 30, 2015 included charges for various legal matters of approximately $1.5 billion related to the Ignition Switch Recallin Corporate on a pre-tax basis.The three months ended June 30, 2015 included the following on a pre-tax basis:•Asset impairment charges of $297 million related to our Thailand subsidiaries in GMIO.•Charge of $604 million for the Venezuela currency devaluation in GMSA.The three months ended March 31, 2015 included the following on a pre-tax basis:•Costs related to the change in our business model in Russia of $337 million in GME and $91 million in GMIO.•Charge of $150 million for Ignition Switch Recall compensation program in Corporate.100Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)The three months ended December 31, 2014 included the following on a pre-tax basis:•Gain on extinguishment of debt of $207 million related to unsecured debt in Brazil in GMSA.•Asset impairment charges of $158 million related to our Thailand subsidiary in GMIO.The three months ended September 30, 2014 included asset impairment charges of $194 million related to Russian subsidiaries in GME on a pre-tax basis.The three months ended June 30, 2014 included the following on a pre-tax basis:•Recall campaign and courtesy transportation charges of $1.1 billion in GMNA.•Catch-up adjustment of $874 million related to change in estimate of recall campaigns in GMNA.•Charge of $400 million for Ignition Switch Recall compensation program in Corporate.The three months ended March 31, 2014 included the following on a pre-tax basis:•Recall campaign and courtesy transportation charges of $1.3 billion in GMNA.•Charge of $419 million for the Venezuela currency devaluation in GMSA.Note 23. Segment ReportingWe analyze the results of our business through the following segments: GMNA, GME, GMIO, GMSA and GM Financial. The chief operating decisionmaker evaluates the operating results and performance of our automotive segments through income before interest and income taxes, as adjusted foradditional amounts, which is presented net of noncontrolling interests. The chief operating decision maker evaluates GM Financial through income beforeincome taxes-adjusted because he/she believes interest income and interest expense are part of operating results when assessing and measuring theoperational and financial performance of the segment. Each segment has a manager responsible for executing our strategies. Our automotive manufacturingoperations are integrated within the segments, benefit from broad-based trade agreements and are subject to regulatory requirements, such as CAFEregulations. While not all vehicles within a segment are individually profitable on a fully allocated cost basis, those vehicles are needed in our product mixin order to attract customers to dealer showrooms and to maintain sales volumes for other, more profitable vehicles. Because of these and other factors, we donot manage our business on an individual brand or vehicle basis.Substantially all of the cars, trucks, crossovers and parts produced are marketed through retail dealers in North America, and through distributors anddealers outside of North America, the substantial majority of which are independently owned.In addition to the products sold to dealers for consumer retail sales, cars, trucks and crossovers are also sold to fleet customers, including daily rental carcompanies, commercial fleet customers, leasing companies and governments. Sales to fleet customers are completed through the network of dealers and insome cases sold directly to fleet customers. Retail and fleet customers can obtain a wide range of aftersale vehicle services and products through the dealernetwork, such as maintenance, 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 Buick, Cadillac,Chevrolet and GMC brands. The demands of customers outside North America are primarily met with vehicles developed, manufactured and/or marketedunder the Buick, Cadillac, Chevrolet, GMC, Holden, Opel and Vauxhall brands. We also have equity ownership stakes directly or indirectly in entitiesthrough various regional subsidiaries, primarily in Asia. These companies design, manufacture and market vehicles under the Baojun, Buick, Cadillac,Chevrolet, Jiefang and Wuling brands.Our automotive operations' interest income and interest expense are recorded centrally in Corporate. Corporate assets consist primarily of cash and cashequivalents, marketable securities and intercompany balances. All intersegment balances and transactions have been eliminated in consolidation.The following tables summarize key financial information by segment (dollars in millions):101Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) At and For the Year Ended December 31, 2015 GMNA GME GMIO GMSA Corporate Eliminations TotalAutomotive GMFinancial Eliminations TotalNet sales and revenue$106,622 $18,704 $12,626 $7,820 $150 $145,922 $6,454 $(20) $152,356Income (loss) before interest and taxes-adjusted$11,026 $(813) $1,397 $(622) $(1,001) $9,987 $837 $(10) $10,814Adjustments(a)$47 $(358) $(383) $(720) $(1,785) $(3,199) $— $— (3,199)Automotive interest income 169Automotive interest expense (443)Gain on extinguishment of debt 449Net (loss) attributable to noncontrollinginterests (72)Income before income taxes 7,718Income tax benefit 1,897Net loss attributable to noncontrollinginterests 72Net income attributable to stockholders $9,687Equity in net assets of nonconsolidatedaffiliates$94 $6 $8,113 $2 $— $— $8,215 $986 $— $9,201Total assets$92,570 $13,361 $20,555 $7,049 $20,151 $(24,083) $129,603 $66,081 $(1,164) $194,520Expenditures for property$5,688 $1,070 $480 $485 $66 $(5) $7,784 $90 $— $7,874Depreciation and amortization$3,745 $412 $436 $268 $16 $(3) $4,874 $2,297 $— $7,171Impairment charges$370 $117 $324 $35 $— $— $846 $— $— $846Equity income$20 $2 $2,056 $— $— $— $2,078 $116 $— $2,194__________(a)Consists primarily of net insurance recoveries related to flood damage of $47 million in GMNA; costs related to the change in our business model in Russia of $358 million in GME and $85 million in GMIO, whichis net of noncontrolling interests; asset impairment charges of $297 million related to our Thailand subsidiaries in GMIO; Venezuela currency devaluation charges of $604 million and asset impairment charges of$116 million related to our Venezuela subsidiaries in GMSA; and charges related to the Ignition Switch Recall including the compensation program of $195 million and various settlements and legal matters of $1.6billion in Corporate. At and For the Year Ended December 31, 2014 GMNA GME GMIO GMSA Corporate Eliminations TotalAutomotive GMFinancial Eliminations TotalNet sales and revenue$101,199 $22,235 $14,392 $13,115 $151 $151,092 $4,854 $(17) $155,929Income (loss) before interest and taxes-adjusted$6,603 $(1,369) $1,222 $(180) $(580) $5,696 $803 $(5) $6,494Adjustments(a)$(975) $(245) $(180) $(539) $(400) $(2,339) $12 $— (2,327)Automotive interest income 211Automotive interest expense (403)Gain on extinguishment of debt 202Net income attributable to noncontrollinginterests 69Income before income taxes 4,246Income tax expense (228)Net income attributable to noncontrollinginterests (69)Net income attributable to stockholders $3,949Equity in net assets of nonconsolidatedaffiliates$88 $6 $8,254 $2 $— $— $8,350 $— $— $8,350Total assets$92,864 $10,528 $22,949 $10,066 $24,308 $(29,041) $131,674 $47,745 $(1,918) $177,501Expenditures for property$4,985 $887 $681 $359 $127 $— $7,039 $52 $— $7,091Depreciation and amortization$4,122 $325 $419 $383 $75 $(4) $5,320 $918 $— $6,238Impairment charges, excluding goodwill$254 $302 $321 $3 $— $— $880 $— $— $880Equity income$19 $(45) $2,120 $— $— $— $2,094 $— $— $2,094__________(a)Consists of a catch-up adjustment related to the change in estimate for recall campaigns of $874 million and charges related to flood damage, net of insurance recoveries, of $101 million in GMNA; asset impairmentcharges of $245 million related to our Russian subsidiaries in GME; asset impairment charges of $158 million related to our Thailand subsidiary in GMIO; Venezuela currency devaluation charges of $419 millionand Goodwill impairment charges of $120 million in GMSA; a charge related to the Ignition Switch Recall compensation program of $400 million in Corporate; and other of $10 million.102Table 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 TotalAutomotive GMFinancial Eliminations TotalNet sales and revenue$95,099 $21,962 $18,411 $16,478 $150 $152,100 $3,344 $(17) $155,427Income (loss) before interest and taxes-adjusted$7,461 $(869) $1,255 $327 $(494) $7,680 $898 $— $8,578Adjustments(a)$(100) $153 $(1,169) $(157) $483 $(790) $(15) $— (805)Automotive interest income 246Automotive interest expense (334)Loss on extinguishment of debt (212)Net loss attributable to noncontrollinginterests (15)Income before income taxes 7,458Income tax expense (2,127)Net loss attributable to noncontrollinginterests 15Net income attributable to stockholders $5,346Equity in net assets of nonconsolidatedaffiliates$74 $95 $7,921 $4 $— $— $8,094 $— $— $8,094Total assets$87,978 $11,276 $22,100 $11,488 $26,421 $(29,252) $130,011 $38,010 $(1,790) $166,231Expenditures for property$5,466 $818 $724 $444 $92 $5 $7,549 $16 $— $7,565Depreciation and amortization$3,896 $291 $694 $477 $63 $(1) $5,420 $498 $(10) $5,908Impairment charges, excluding goodwill$320 $135 $1,092 $45 $— $— $1,592 $— $— $1,592Equity income$15 $34 $1,760 $1 $— $— $1,810 $— $— $1,810__________(a)Consists of pension settlement charges of $56 million and charges related to PSA product development agreement of $49 million in GMNA; gain on sale of equity investment in PSA of $152 million in GME;property and intangible asset impairment charges of $774 million, costs related to the withdrawal of the Chevrolet brand in Europe of $621 million and goodwill impairment charges of $442 million, partially offsetby GM Korea hourly wage litigation of $577 million and acquisition of GM Korea preferred shares of $67 million in GMIO, all net of noncontrolling interests; Venezuela currency devaluation charges of $162million in GMSA; gain on sale of equity investment in Ally Financial of $483 million in Corporate; costs related to the withdrawal of the Chevrolet brand in Europe of $15 million in GM Financial; and incomerelated to various insurance recoveries of $35 million.Automotive revenue is attributed to geographic areas based on the country in which our subsidiary is located. Automotive Financing revenue is attributedto the geographic area where the financing is originated. The following table summarizes information concerning principal geographic areas (dollars inmillions): At and For the Years Ended December 31, 2015 2014 2013 Net Sales &Revenue Long-Lived Assets Net Sales &Revenue Long-Lived Assets Net Sales &Revenue Long-Lived AssetsAutomotive U.S.$100,008 $21,091 $93,559 $18,813 $88,784 $15,844Non-U.S.45,914 12,742 57,533 12,355 63,308 12,289GM Financial U.S.4,357 18,501 2,549 5,477 2,233 2,472Non-U.S.2,077 1,890 2,288 1,755 1,102 1,043Total consolidated$152,356 $54,224 $155,929 $38,400 $155,427 $31,648No individual country other than the U.S. represented more than 10% of our total Net sales and revenue or Long-lived assets.Note 24. Supplemental Information for the Consolidated Statements of Cash FlowsThe following table summarizes the sources (uses) of cash provided by Change in other operating assets and liabilities and Cash paid for income taxes andinterest (dollars in millions):103Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued) Years Ended December 31,2015 2014 2013Accounts receivable$(254) $(1,248) $8Purchases of wholesale receivables, net(1,124) (2,000) —Inventories(1,350) (309) 59Automotive equipment on operating leases159 (1,949) (968)Change in other assets(397) (213) (563)Accounts payable1,953 19 (485)Income taxes payable60 (145) (161)Accrued liabilities and other liabilities(801) 6,089 784Total$(1,754) $244 $(1,326)Cash paid for income taxes and interest Cash paid for income taxes$800 $947 $727Cash paid for interest (net of amounts capitalized) – Automotive$348 $301 $299Cash paid for interest (net of amounts capitalized) – GM Financial1,295 1,120 760Total cash paid for interest (net of amounts capitalized)$1,643 $1,421 $1,059Note 25. Subsequent EventsIn January 2016 we invested $500 million in Lyft, a privately held company, representing a 9% equity ownership interest. We plan to develop with Lyft anintegrated network of on-demand autonomous vehicles in the U.S. We applied the cost method of accounting to our investment in Lyft.Also in January 2016 we announced the next step in our strategy to redefine personal mobility with a new car-sharing service called Maven, whichcombines our multiple car-sharing programs under one single brand and will expand its offerings to multiple cities and communities in the U.S. Maven givescustomers access to highly personalized, on-demand mobility services.104Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESItem 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 Exchange Act is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management,including our principal executive officer and principal financial officer, as appropriate to allow timely decisions 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, 2015. Based on this evaluation required byparagraph (b) of Rules 13a-15 or 15d-15, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2015.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, 2015, utilizing the criteriadiscussed in the “Internal Control - Integrated Framework (2013)” 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, 2015. Based onmanagement's assessment, we have concluded that our internal control over financial reporting was effective at December 31, 2015.The effectiveness of our internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered publicaccounting firm, as stated in its report which is included herein.Changes in Internal Control over Financial ReportingThere have not been any changes in our internal control over financial reporting during the three months ended December 31, 2015 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. BarraChairman & Chief Executive Officer Charles K. Stevens IIIExecutive Vice President and Chief Financial OfficerFebruary 3, 2016 February 3, 2016* * * * * * *Item 9B. Other InformationNone* * * * * * * 105Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceWe have adopted a code of ethics that applies to the Company's directors, officers, and employees, including the CEO, CFO, Controller and ChiefAccounting Officer and any other persons performing similar functions. The text of our code of ethics, “Winning With Integrity,” has been posted on ourwebsite at www.gm.com/company/investors at Corporate Governance. We will provide a copy of the code of ethics without charge upon request to CorporateSecretary, General Motors Company, Mail Code 482-C25-A36, 300 Renaissance Center, P.O. Box 300, Detroit, MI 48265-3000. We will disclose on ourwebsite 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 (Items 10, 11, 12, 13 and 14) of this Form 10-K is incorporated by reference from our definitive Proxy Statement for our 2016Annual Meeting of Stockholders, which will be filed with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of the 2015 fiscal year,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 with respect toour code of ethics in Item 10 above and disclosure of our executive officers, which is included in Item 1 of this report.* * * * * * *106Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESPART 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 June 9, 2015, incorporated herein by reference to Exhibit 3.1 tothe Quarterly Report on Form 10-Q of General Motors Company filed July 23, 2015 Incorporated by Reference4.1 Indenture dated as of September 27, 2013, between General Motors Company and the Bank of New York Mellon, as Trustee,incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-3 of General Motors Company filed April 30,2014 Incorporated by Reference4.2 First Supplemental Indenture dated as of September 27, 2013 to the Indenture dated as of September 27, 2013 between GeneralMotors Company and the Bank of New York Mellon, as Trustee, incorporated herein by reference to Exhibit 4.3 to the RegistrationStatement on Form S-4 of General Motors Company filed May 22, 2014 Incorporated by Reference4.3 Second Supplemental Indenture dated as of November 12, 2014 to the Indenture dated as of September 27, 2013 between GeneralMotors Company and the Bank of New York Mellon, as Trustee, incorporated herein by reference to Exhibit 4.4 to the CurrentReport on Form 8-K of General Motors Company filed November 12, 2014 Incorporated by Reference10.1 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, for limitedpurposes, General Motors LLC, incorporated herein by reference to Exhibit 10.8 to the Current Report on Form 8-K of GeneralMotors Company filed November 16, 2009 Incorporated by Reference10.2 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 Benefits Trust,Motors Liquidation Company, and, for limited purposes, General Motors LLC, incorporated herein by reference to Exhibit 10.1 to theCurrent Report on Form 8-K of Motors Liquidation Company filed October 21, 2009 Incorporated by Reference10.3 Letter Agreement regarding Equity Registration Rights Agreement, dated October 21, 2010, among General Motors Company, theUnited States Department of Treasury, Canada GEN Investment Corporation, the UAW Retiree Medical Benefits Trust and MotorsLiquidation Company, incorporated herein by reference to Exhibit 10.43 to Amendment No. 5 to the Registration Statement on FormS-1 (File No. 333-168919) of General Motors Company filed November 3, 2010 Incorporated by Reference10.4 Form of Compensation Statement, incorporated herein by reference to Exhibit 10.14 to the Annual Report on Form 10-K of GeneralMotors Company filed April 7, 2010 Incorporated by Reference10.5 General Motors Company 2009 Long-Term Incentive Plan, as amended January 13, 2014, incorporated herein by reference to Exhibit10.7 to the Annual Report on Form 10-K of General Motors Company filed February 6, 2014 Incorporated by Reference10.6 The General Motors Company Deferred Compensation Plan for Non-Employee Directors, incorporated herein by reference to Exhibit10.1 to the Quarterly Report on Form 10-Q of General Motors Company filed May 6, 2011 Incorporated by Reference10.7 General Motors Company Executive Retirement Plan, with modifications through October 10, 2012, incorporated herein by referenceto Exhibit 10.12 to the Annual Report on Form 10-K of General Motors Company filed February 15, 2013 Incorporated by Reference10.8 General Motors Company Salary Stock Plan, as amended January 13, 2014, incorporated herein by reference to Exhibit 10.10 to theAnnual Report on Form 10-K of General Motors Company filed February 6, 2014 Incorporated by Reference107Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESExhibitNumber Exhibit Name 10.9 General Motors Company 2014 Short-Term Incentive Plan, incorporated herein by reference to Exhibit 10.2 to the Current Report onForm 8-K of General Motors Company filed June 12, 2014 Incorporated by Reference10.10 General Motors Company 2014 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Current Report onForm 8-K of General Motors Company filed June 12, 2014 Incorporated by Reference10.11 Form of General Motors Company Restricted Stock Unit Agreement (cash settlement) dated December 15, 2011 under the 2009Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.26 to the Annual Report on Form 10-K of General MotorsCompany filed February 27, 2012 Incorporated by Reference10.12 Form of General Motors Company Restated Stock Agreement (share settlement) dated December 15, 2011 under the 2009 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.27 to the Annual Report on Form 10-K of General MotorsCompany filed February 27, 2012 Incorporated by Reference10.13 General Motors Company Vehicle Operations — Senior Management Vehicle Program (SMVP) Supplement, revised December 15,2005, incorporated herein by reference to Exhibit 10(g) to the Annual Report on Form 10-K of Motors Liquidation Company filedMarch 28, 2006 Incorporated by Reference10.14 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 Reference10.15 Amended and Restated Warrant Agreement, dated as of October 16, 2009, between General Motors Company and U.S. BankNational Association, as Warrant Agent, including a Form of Warrant Certificate attached as Exhibit D thereto, relating to warrantswith a $55 original ($18.33 after stock split) exercise price and a July 10, 2019 expiration date, incorporated herein by reference toExhibit 10.30 to the Annual Report on Form 10-K of General Motors Company filed April 7, 2010 Incorporated by Reference10.16† Amended and Restated Master Agreement, dated as of December 19, 2012, between General Motors Holdings LLC and PeugeotS.A., incorporated herein by reference to Exhibit 10.24 to the Annual Report on Form 10-K of General Motors Company filedFebruary 6, 2014 Incorporated by Reference10.17† Amended and Restated 3-Year Revolving Credit Agreement, dated as of October 17, 2014, among General Motors Company,General Motors Financial Company, Inc., GM Europe Treasury Company AB, General Motors do Brasil Ltda., the subsidiaryborrowers from time to time parties thereto, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., asadministrative agent, and Citibank, N.A., as syndication agent, incorporated herein by reference to Exhibit 10.1 to the Current Reporton Form 8-K filed October 22, 2014 Incorporated by Reference10.18† Amended and Restated 5-Year Revolving Credit Agreement, dated as of October 17, 2014, among General Motors Company,General Motors Financial Company, Inc., General Motors do Brasil Ltda., the subsidiary borrowers from time to time parties thereto,the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., assyndication agent, incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed October 22, 2014. Incorporated by Reference10.19 Director's Service Agreement between Adam Opel AG and Dr. Karl-Thomas Neumann, incorporated herein by reference to Exhibit10.28 to the Annual Report on Form 10-K of General Motors Company filed February 6, 2014 Incorporated by Reference10.20 Amendment to Warrant Agreements between General Motors Company and U.S. Bank National Association incorporated herein byreference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of General Motors Company filed April 24, 2014 Incorporated by Reference10.21 Form of General Motors Company Restricted Stock Unit Award Agreement under the 2014 Long-Term Incentive Plan incorporatedherein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of General Motors Company filed July 24, 2014 Incorporated by Reference10.22 Form of General Motors Company Performance Stock Unit Award Agreement under the 2014 Long-Term Incentive Planincorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of General Motors Company filed July 24,2014 Incorporated by Reference10.23 Form of Non-Qualified Stock Option Agreement under the 2014 Long-Term Incentive Plan, incorporated herein by reference toExhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed July 30, 2015 Incorporated by Reference12 Computations of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Chargesand Preferred Stock Dividends for the Years Ended December 31, 2015, 2014, 2013, 2012 and 2011 Filed Herewith21 Subsidiaries of the Registrant as of December 31, 2015 Filed Herewith23.1 Consent of Independent Registered Public Accounting Firm for audited financial statements of General Motors Company Filed Herewith23.2 Consent of Independent Auditors for audited financial statements of SAIC General Motors Corp., Ltd. 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 Herewith108Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESExhibitNumber Exhibit Name 32 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished with thisReport99.1 SAIC General Motors Corp., Ltd. (F.K.A. Shanghai General Motors Corp., Ltd.) and subsidiaries audited consolidated financialstatements including the consolidated balance sheet as of December 31, 2015 and 2014, and the related consolidated statements of incomeand comprehensive income, equity and cash flow for the years then ended Filed Herewith101.INS* XBRL Instance Document Filed Herewith101.SCH* XBRL Taxonomy Extension Schema Document Filed Herewith101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document Filed Herewith101.DEF* XBRL Taxonomy Extension Definition Linkbase Document Filed Herewith101.LAB* XBRL Taxonomy Extension Label Linkbase Document Filed Herewith101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document Filed Herewith†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.* * * * * * *109Table 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 onits behalf by the undersigned, hereunto duly authorized. GENERAL MOTORS COMPANY(Registrant) By:/s/ MARY T. BARRA Mary T. BarraChairman & Chief Executive Officer Date:February 3, 2016 110Table of ContentsGENERAL MOTORS COMPANY AND SUBSIDIARIESPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 3rd day of February 2016 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 Chairman & 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 Lead DirectorTheodore M. Solso /s/ JOSEPH J. ASHTON DirectorJoseph J. Ashton /s/ STEPHEN J. GIRSKY DirectorStephen J. Girsky /s/ LINDA R. GOODEN DirectorLinda R. Gooden /s/ JOSEPH JIMENEZ DirectorJoseph Jimenez /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 111Exhibit 12GENERAL MOTORS COMPANY AND SUBSIDIARIESCOMPUTATIONS OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES ANDPREFERRED STOCK DIVIDENDS(Dollars in millions) Years Ended December 31, 2015 2014 2013 2012 2011Income (loss) from continuing operations before income taxes and equityincome$5,524 $2,152 $5,648 $(30,257) $5,985Fixed charges excluding capitalized interest2,164 1,925 1,206 943 960Amortization of capitalized interest24 22 18 12 7Dividends from nonconsolidated affiliates2,127 1,827 661 1,544 1,350Earnings (losses) available for fixed charges$9,839 $5,926 $7,533 $(27,758) $8,302 Interest and related charges on debt$2,044 $1,798 $1,070 $805 $799Portion of rentals deemed to be interest119 127 136 138 161Interest capitalized in period101 70 81 117 91Total fixed charges2,264 1,995 1,287 1,060 1,051Preferred stock dividends grossed up to a pre-tax basis 1,281 2,528 859 844Combined fixed charges and preferred stock dividends$2,264 $3,276 $3,815 $1,919 $1,895 Ratio of earnings to fixed charges4.35 2.97 5.85 7.90Ratio of earnings to combined fixed charges and preferred stock dividends 1.81 1.97 4.38Earnings in the year ended December 31, 2012 were inadequate to cover fixed charges by $28.8 billion and combined fixed charges and preferred stockdividends by $29.7 billion.Exhibit 21GENERAL MOTORS COMPANYSUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANTAS OF DECEMBER 31, 2015Company NameState or Sovereign Power ofIncorporation2140879 Ontario Inc.CanadaACAR Leasing Ltd.DelawareACF Investment Corp.DelawareAdam Opel AGGermanyAFS Management Corp.NevadaAFS SenSub Corp.NevadaAftermarket (UK) LimitedEnglandAmeriCredit Consumer Loan Company, Inc.NevadaAmeriCredit Financial Services, Inc.DelawareAmeriCredit Funding Corp. XIDelawareAmeriCredit Syndicated Warehouse TrustDelawareAnnunciata CorporationDelawareAPGO TrustDelawareApproach (UK) LimitedEngland and WalesArgonaut Holdings LLCDelawareAuto Lease Finance CorporationCayman IslandsAuto Partners III, Inc.DelawareBanco GMAC S.A.BrazilBaylis (Gloucester) LimitedEngland and WalesBean Chevrolet Buick GMC Ltd.CanadaBerse Road (No. 1) LimitedEnglandBerse Road (No. 2) LimitedEnglandBochum Perspektive 2022 GmbHGermanyBOCO (Proprietary) LimitedSouth AfricaBoco TrustSouth AfricaBoden Brussels NVBelgiumBridge Motors (Banbury) LimitedEngland and WalesBridgewater Chevrolet, Inc.DelawareBritain Chevrolet, Inc.DelawareCadillac Europe GmbHSwitzerlandCadillac of Greenwich, Inc.DelawareCarve-Out Ownership Cooperative LLCDelawareChevrolet Cadillac of Pawling, Inc.DelawareChevrolet of Columbus, Inc.DelawareChevrolet of Novato, Inc.DelawareChevrolet Sales (Thailand) LimitedThailandChevrolet Sales India Private Ltd.IndiaChevrolet Sociedad Anonima de Ahorro para Fines DeterminadosArgentinaCHEVYPLAN S.A. Sociedad Administradora de Planes de Autofinanciamiento ComercialColombiaControladora General Motors, S.A. de C.V.MexicoCourtesy Buick-GMC, Inc.DelawareCrosby Automotive Group, Inc.DelawareGENERAL MOTORS COMPANYSUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANTAS OF DECEMBER 31, 2015Company NameState or Sovereign Power ofIncorporationCurt Warner Chevrolet, Inc.DelawareDaniels Chevrolet, Inc.DelawareDCJ1 LLCDelawareDealership Liquidations, Inc.DelawareDelphi Energy and Engine Management Systems UK Overseas CorporationDelawareDMAX, Ltd.OhioFAW-GM Light Duty Commercial Vehicle Co., Ltd.ChinaFox Valley Buick-GMC, Inc.DelawareG.M.A.C. Financiera de Colombia S.A. Compania de Financiamiento ComercialColombiaG.M.A.C.-Comercio e Aluguer de Veiculos, Lda.PortugalGeneral 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 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 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 International B.V.NetherlandsGeneral Motors Financial Italia S.p.A.ItalyGeneral Motors Financial of Canada, Ltd.CanadaGeneral Motors Financial UK LimitedEngland and WalesGENERAL MOTORS COMPANYSUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANTAS OF DECEMBER 31, 2015Company NameState or Sovereign Power ofIncorporationGeneral Motors Finland OyFinlandGeneral Motors FranceFranceGeneral Motors GBS Hungary Ltd.HungaryGeneral Motors Global Service Operations, Inc.DelawareGeneral Motors Hellas S.A.GreeceGeneral Motors Holden Australia Ltd.AustraliaGeneral Motors Holden Australia NSC Ltd.AustraliaGeneral Motors Holdings LLCDelawareGeneral Motors India Private LimitedIndiaGeneral Motors International Holdings, Inc.DelawareGeneral 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 CompanyCanadaGeneral 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 Research CorporationDelawareGeneral Motors South Africa (Pty) LimitedSouth AfricaGeneral Motors Suisse S.A.SwitzerlandGeneral Motors Taiwan Ltd.TaiwanGeneral Motors Technical Centre India Private LimitedIndiaGeneral Motors Treasury Center, LLCDelawareGeneral Motors Turkiye Limited SirketiTurkeyGeneral Motors UK LimitedEnglandGeneral Motors Uruguay S.A.UruguayGENERAL MOTORS COMPANYSUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANTAS OF DECEMBER 31, 2015Company NameState or Sovereign Power ofIncorporationGeneral Motors Venezolana, C.A.VenezuelaGeneral Motors Ventures LLCDelawareGeneral Motors Warehousing and Trading (Shanghai) Co. Ltd.ChinaGeneral Motors-Holden's Sales Pty. LimitedAustraliaGeorgia Automotive Group, Inc.DelawareGlobal Services Detroit LLCDelawareGlobal Tooling Service Company Europe LimitedEngland and WalesGM (UK) Pension Trustees LimitedEnglandGM Administradora de Bens Ltda.BrazilGM APO Holdings, LLCDelawareGM Auslandsprojekte GmbHGermanyGM Automotive Services Belgium NVBelgiumGM Automotive UKEnglandGM Canada Holdings B.V.NetherlandsGM Canada Holdings LLCDelawareGM Canada Limited PartnershipCanadaGM CME Holdings C.V.NetherlandsGM Components Holdings, LLCDelawareGM Daewoo UK LimitedEnglandGM Deutschland GmbHGermanyGM Eurometals, Inc.DelawareGM Europe Treasury Company ABSwedenGM Finance Co. Holdings LLCDelawareGM Financial Canada Leasing Ltd.CanadaGM Financial Consumer Discount CompanyPennsylvaniaGM Financial de Mexico, S.A. de C.V. SOFOM E.R.MexicoGM Financial Del Peru S.A.C.PeruGM Financial GmbHGermanyGM Financial Insurance Services GmbHGermanyGM Financial Management TrustDelawareGM Financial Mexico Holdings LLCDelawareGM Financial Real Estate GmbH & Co KGGermanyGM GEFS HOLDINGS (CHC4) ULCCanadaGM Global Business Services Philippines, Inc.PhilippinesGM 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 LimitadaChileGENERAL MOTORS COMPANYSUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANTAS OF DECEMBER 31, 2015Company NameState or Sovereign Power ofIncorporationGM Investment Trustees LimitedEnglandGM Korea CompanyKorea, Republic ofGM Korea Ltd.Korea, Republic ofGM LAAM Holdings, LLCDelawareGM Mexico Holdings B.V.NetherlandsGM Personnel Services, Inc.DelawareGM Plats (Proprietary) LimitedSouth AfricaGM PSA Purchasing Services S.A.BelgiumGM Regional Holdings LLCDelawareGM Retirees Pension Trustees LimitedEnglandGM Subsystems Manufacturing, LLCDelawareGM Viet Nam Motor Company Ltd.VietnamGM-DI Leasing LLCDelawareGM-UMI Technology Research and Development Ltd.IsraelGMAC - Instituicao Financeira de Credito, S.A.PortugalGMAC Administradora de Consorcios Ltda.BrazilGMAC Automotriz LimitadaChileGMAC Banque S.A.FranceGMAC Colombia S.A. LLCDelawareGMAC Comercial Automotriz Chile S.A.ChileGMAC Continental CorporationDelawareGMAC de Venezuela, C.A.VenezuelaGMAC Espana de Financiacion, S.A. UnipersonalSpainGMAC Financial Services ABSwedenGMAC Holdings (U.K.) LimitedEnglandGMAC Lease B.V. (aka Masterlease Europe)NetherlandsGMAC Nederland N.V.NetherlandsGMAC Servicios S.A.S.ColombiaGMAC Suisse SASwitzerlandGMAC UK plcEnglandGMAC-Prestadora de Servios de Mo-de-Obra Ltda.BrazilGMACI Corretora de Seguros Ltda.BrazilGMAM Real Estate I, LLCDelawareGMCH&SP Private Equity II L.P.CanadaGMF Automobile Leasing Trust 2013-PP1DelawareGMF Europe Holdco LimitedUnited KingdomGMF Europe LLPEngland and WalesGMF Floorplan Owner Revolving TrustDelawareGMF Funding Corp.DelawareGMF Germany Holdings GmbHGermanyGMF Global Assignment LLCDelawareGMF International LLCDelawareGENERAL MOTORS COMPANYSUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANTAS OF DECEMBER 31, 2015Company NameState or Sovereign Power ofIncorporationGMF Leasing LLCDelawareGMF Leasing Warehousing TrustDelawareGMF Wholesale Receivables LLCDelawareGo Motor Retailing LimitedEngland and WalesGo Trade Parts LimitedEngland and WalesGrand Pointe Holdings, Inc.MichiganGrand Pointe Park Condominium AssociationMichiganH.S.H. LimitedEngland and WalesHaines & Strange LimitedEngland and WalesHeritage Chevrolet Cadillac Buick GMC, Inc.DelawareHolden Employees Superannuation Fund Pty LtdAustraliaHolden New Zealand LimitedNew ZealandIBC Pension Trustees LimitedEnglandIBC Vehicles LimitedEnglandInfinite Velocity Automotive, Inc.DelawareIUE-GM National Joint Skill Development and Training CommitteeOhioJeffery (Wandsworth) LimitedEngland and WalesJS Folsom Automotive, Inc.DelawareLease Ownership Cooperative LLCDelawareLidlington Engineering Company, Ltd.DelawareLimited Liability Company "General Motors CIS"Russian FederationMack Buick-GMC, Inc.DelawareManassas Chevrolet, Inc.DelawareMartin Automotive, Inc.DelawareMaster Lease Germany GmbHGermanyMasterlease Europe Renting, S.L.SpainMemorial Highway Chevrolet, Inc.DelawareMerced Chevrolet, Inc.DelawareMike Reichenbach Chevrolet, Inc.DelawareMillbrook Pension Management LimitedEnglandMissouri Automotive Group, Inc.DelawareMonetization of Carve-Out, LLCDelawareMotor Repris Automocio S.L.SpainMotors Holding LLCDelawareMotors Properties (Trading) LimitedEngland and WalesMotors Properties LimitedEngland and WalesMulti-Use Lease Entity TrustDelawareNeovia Logistics Supply Chain Services GmbHGermanyNorth American New Cars LLCDelawareOmnibus BB Transportes, S. A.EcuadorOnStar de Mexico S. de R.L. de C.V.MexicoOnStar Europe Ltd.England and WalesGENERAL MOTORS COMPANYSUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANTAS OF DECEMBER 31, 2015Company NameState or Sovereign Power ofIncorporationOnStar Global Services CorporationDelawareOnStar, LLCDelawareOpel Bank GmbHGermanyOpel Danmark A/SDenmarkOpel Group GmbHGermanyOpel Leasing Austria GmbHAustriaOpel Leasing GmbH (German entity)GermanyOpel Norge ASNorwayOpel Southeast Europe LLCHungaryOpel Sverige ABSwedenOpel Szentgotthard Automotive Manufacturing LLCHungaryOpel Wien GmbHAustriaP.T. G M AutoWorld IndonesiaIndonesiaP.T. General Motors IndonesiaIndonesiaPan Asia Technical Automotive Center Company, Ltd.ChinaPatriot Chevrolet, Inc.DelawarePearl (Crawley) LimitedEngland and WalesPerformance Buyout Fund of Funds II Parallel, L.P.DelawarePerformance Buyout Fund of Funds II, L.P.DelawarePerformance Buyout Fund of Funds, L.P.DelawarePerformance Direct Investments I, L.P.DelawarePerformance Direct Investments II, L.P.DelawarePerformance Equity Management, LLCDelawarePerformance Global Fund of Funds I, L.P.DelawarePerformance Opportunities Fund, L.P.DelawarePerformance Venture Capital II, L.P.DelawarePerformance Venture Capital III, L.P.DelawarePerformance Venture Capital, L.P.DelawarePIMS Co.DelawarePrinceton Chevrolet, Inc.DelawarePT. General Motors Indonesia ManufacturingIndonesiaRiverfront Holdings III, Inc.DelawareRiverfront Holdings Phase II, Inc.DelawareRiverfront Holdings, Inc.DelawareRMH III, Inc.DelawareSAIC General Motors Corporation LimitedChinaSAIC General Motors Investment LimitedChinaSAIC General Motors Sales Company LimitedChinaSAIC GM Dong Yue Motors Company LimitedChinaSAIC GM Dong Yue Powertrain Company LimitedChinaSAIC GM (Shenyang) Norsom Motors Co. Ltd.ChinaSAIC GM Wuling Automobile Company LimitedChinaGENERAL MOTORS COMPANYSUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANTAS OF DECEMBER 31, 2015Company NameState or Sovereign Power ofIncorporationSAIC-GMAC Automotive Finance Company LimitedChinaSandoval Buick GMC, Inc.DelawareServicios GMAC S.A. de C.V.MexicoShanghai Chengxin Used Car Operation and Management Company LimitedChinaShanghai OnStar Telematics Co. Ltd.ChinaSherwoods (Darlington) LimitedEngland and WalesSistemas de Compra Programada Chevrolet, C.A.VenezuelaSkurrays LimitedEnglandSmokey Point Buick Pontiac GMC, Inc.DelawareStam-Terberg Autobedrijven B. V.NetherlandsSuperior Chevrolet, Inc.DelawareTodd Wenzel Buick GMC of Davison, Inc.DelawareTodd Wenzel Buick GMC of WestlandDelawareTradition Chevrolet Buick, Inc.DelawareUptown Chevrolet-Cadillac, Inc.DelawareValentine Buick GMC, Inc.DelawareVauxhall Defined Contribution Pension Plan Trustees LimitedEngland and WalesVehicle Asset Universal Leasing TrustDelawareVelocity Prime Automotive, Inc.DelawareVence Lone Star Motors, Inc.DelawareVHC Sub-Holdings (UK)EnglandVickers (Lakeside) LimitedEngland and WalesVision Motors LimitedEngland and WalesWilson & Co. (Lincoln) LimitedEngland and WalesWoodbridge Buick GMC, Inc.DelawareWRE, Inc.MichiganZona Franca Industrial Colmotores SASColombiaTotal - 321Pursuant to Item 601(b)(21) of Regulation S-K we have omitted certain subsidiaries which, considered in the aggregate as a single subsidiary, would notconstitute a significant subsidiary at December 31, 2015. Additionally 42 subsidiaries of General Motors Financial Company, Inc. have been omitted thatoperate in the U.S. in the same line of business as General Motors Financial Company, Inc. at December 31, 2015.Exhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement No. 333-196812 on Form S-8 and Registration Statement No. 333-188153 and 333-195601 on Forms S-3 of our reports dated February 3, 2016 relating to the consolidated financial statements of General Motors Company and subsidiaries(the Company) and the effectiveness of the Company's internal control over financial reporting, appearing in this Annual Report on Form 10-K of GeneralMotors Company for the year ended December 31, 2015./s/ DELOITTE & TOUCHE LLPDeloitte & Touche LLPDetroit, MichiganFebruary 3, 2016Exhibit 23.2CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement No. 333-196812 on Form S-8 and Registration Statement No. 333-188153 and 333-195601 on Forms S-3 of our report dated January 27, 2016 relating to the consolidated financial statements of SAIC General Motors Corp., Ltd andsubsidiaries appearing in this Annual Report on Form 10-K of General Motors Company for the year ended December 31, 2015./s/ DELOITTE TOUCHE TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS LLPDeloitte Touche Tohmatsu Certified Public Accountants LLPShanghai, ChinaJanuary 27, 2016Exhibit 24POWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Kyle D. Crockett and Jill E. Sutton, andeach 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 and stead, inany 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, 2015and 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/ JOSEPH J. ASHTON Joseph J. Ashton January 21, 2016 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Kyle D. Crockett and Jill E. Sutton, andeach 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 and stead, inany 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, 2015and 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 February 1, 2016 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Kyle D. Crockett and Jill E. Sutton, andeach 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 and stead, inany 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, 2015and 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/ LINDA R. GOODEN Linda R. Gooden January 29, 2016 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Kyle D. Crockett and Jill E. Sutton, andeach 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 and stead, inany 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, 2015and 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/ JOSEPH JIMENEZ Joseph Jimenez January 22, 2016 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Kyle D. Crockett and Jill E. Sutton, andeach 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 and stead, inany 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, 2015and 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 25, 2016 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Kyle D. Crockett and Jill E. Sutton, andeach 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 and stead, inany 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, 2015and 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.) February 1, 2016 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Kyle D. Crockett and Jill E. Sutton, andeach 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 and stead, inany 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, 2015and 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 23, 2016 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Kyle D. Crockett and Jill E. Sutton, andeach 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 and stead, inany 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, 2015and 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 28, 2016 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Kyle D. Crockett and Jill E. Sutton, andeach 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 and stead, inany 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, 2015and 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 29, 2016 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Kyle D. Crockett and Jill E. Sutton, andeach 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 and stead, inany 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, 2015and 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 25, 2016 DatePOWER OF ATTORNEYThe undersigned, a director of General Motors Company (GM), hereby constitutes and appoints Thomas S. Timko, Kyle D. Crockett and Jill E. Sutton, andeach 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 and stead, inany 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, 2015and 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 26, 2016 DateGENERAL 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 theeffectiveness of 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 reasonablylikely to 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 controlover financial reporting. /s/ MARY T. BARRA Mary T. BarraChairman & Chief Executive Officer Date:February 3, 2016 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 theeffectiveness of 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 reasonablylikely to 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 controlover financial reporting. /s/ CHARLES K. STEVENS III Charles K. Stevens IIIExecutive Vice President and Chief Financial Officer Date:February 3, 2016 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, 2015 as filed withthe Securities 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. BarraChairman & Chief Executive Officer /s/ CHARLES K. STEVENS III Charles K. Stevens IIIExecutive Vice President and Chief Financial Officer Date:February 3, 2016 Exhibit 99.1SAIC GENERAL MOTORS CORP., LTD.(F.K.A. SHANGHAI GENERAL MOTORS CORP., LTD.) AND SUBSIDIARIESConsolidated Financial Statements as of and for the Years EndedDecember 31, 2015 and 2014 and Independent Auditors’ ReportSAIC GENERAL MOTORS CORP., LTD. and SUBSIDIARIESCONTENTSPAGE(S) INDEPENDENT AUDITORS' REPORT1 - 2 CONSOLIDATED BALANCE SHEETS3 - 4 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME5 CONSOLIDATED STATEMENTS OF EQUITY6 CONSOLIDATED STATEMENTS OF CASH FLOWS7 - 8 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS9 - 19DTT(A)(16)U0002INDEPENDENT AUDITORS' REPORTTo the Board of Directors ofSAIC General Motors Corp., Ltd.:We have audited the accompanying consolidated financial statements of SAIC General Motors Corp., Ltd. (f.k.a. ShanghaiGeneral Motors Corp., Ltd.) and its subsidiaries (the "Company"), which comprise the consolidated balance sheets as ofDecember 31, 2015 and 2014, and the related consolidated statements of income and comprehensive income, equity, and cashflows for the years then ended, and the related notes to the consolidated financial statements.Management's Responsibility for the Consolidated Financial StatementsManagement is responsible for the preparation and fair presentation of these consolidated financial statements in accordance withaccounting principles generally accepted in the United States of America; this includes the design, implementation, andmaintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are freefrom material misstatement, whether due to fraud or error.Auditors' ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted ouraudits in accordance with auditing standards generally accepted in the United States of America. Those standards require that weplan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free frommaterial misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financialstatements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of materialmisstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements inorder to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, aswell as evaluating the overall presentation of the consolidated financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.- 1 -OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial positionof SAIC General Motors Corp., Ltd. and its subsidiaries as of December 31, 2015 and 2014, and the results of its operations andits cash flows for the years then ended in accordance with accounting principles generally accepted in the United States ofAmerica.Other MatterThe accompanying consolidated statements of income and comprehensive income, equity, and cash flows of SAIC GeneralMotors Corp., Ltd. and its subsidiaries for the year ended December 31, 2013 were not audited, reviewed, or compiled by us inaccordance with the standards of the American Institute of Certified Public Accountants and, accordingly, we do not express anopinion or any other form of assurance on them./s/ DELOITTE TOUCHE TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS LLPDeloitte Touche Tohmatsu Certified Public Accountants LLPShanghai, ChinaJanuary 27, 2016- 2 -SAIC GENERAL MOTORS CORP., LTD. AND SUBSIDIARIESConsolidated Balance Sheets(Expressed in Renminbi)ASSETS December 31 2015 2014Current assets: Cash and cash equivalents (note 1(e))23,583,750,107 29,928,965,404 Trade accounts, net of allowance for doubtful accounts of 1,762,790 and 2,115,458 for 2015 and 2014, respectively18,653,079 18,591,305 Due from related parties (note 8)11,484,457,813 452,123,382 Inventories (note 2)5,767,903,628 5,777,810,936 Deferred tax assets (note 7)1,004,934,862 1,155,632,168 Other current assets532,749,502 349,579,831 Total current assets42,392,448,991 37,682,703,026 Non-current assets: Equity in net assets of nonconsolidated affiliates (note 3)2,427,613,212 1,988,298,337 Prepaid land use rights (note 1 (n))3,732,362,617 3,584,035,633 Property, plant and equipment, net (note 4)38,180,494,024 33,040,925,732 Intangible assets (note 5)3,170,622,312 2,819,313,958 Goodwill (note 1 (m))367,474,296 367,474,296 Deferred tax assets (note 7)1,502,697,674 1,090,356,832 Other non-current assets23,189,666 34,433,508 Total non-current assets49,404,453,801 42,924,838,296 Total assets91,796,902,792 80,607,541,322 (Continued) See accompanying notes to the consolidated financial statements.- 3 -SAIC GENERAL MOTORS CORP., LTD. AND SUBSIDIARIESConsolidated Balance Sheets(Expressed in Renminbi)LIABILITIES AND EQUITY December 31 2015 2014Current liabilities: Trade accounts payable29,803,717,918 25,880,650,287 Due to related parties (note 8)10,826,457,662 10,894,056,510 Payroll payable3,363,424,411 2,555,197,206 Income taxes payable3,512,951,655 1,503,481,721 Dividends payable2,534,187,396 1,680,939,212Other current liabilities3,722,989,563 1,696,629,011 Total current liabilities53,763,728,605 44,210,953,947 Long-term liabilities: Accrued and other long-term liabilities188,234,059 114,533,730 Total liabilities53,951,962,664 44,325,487,677 Commitment and contingencies (note 9) Equity Statutory capital8,802,006,138 8,802,006,138 Additional paid-in capital1,174,131 1,174,131 Retained earnings23,338,020,279 21,017,323,468 Total SAIC General Motors Corp., Ltd.'s equity32,141,200,548 29,820,503,737Non-controlling interests5,703,739,580 6,461,549,908 Total equity37,844,940,128 36,282,053,645 Total liabilities and equity91,796,902,792 80,607,541,322 See accompanying notes to consolidated financial statements.- 4 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESConsolidated Statements of Income and Comprehensive Income(Expressed in Renminbi) Year ended December 31 2015 2014 2013 (Unaudited) Net sales168,716,257,269 157,884,662,493 137,074,915,423 Cost of goods sold(137,347,334,128) (129,155,500,543) (114,068,810,611) Gross profit31,368,923,141 28,729,161,950 23,006,104,812 Selling, general and administrative expenses(6,761,117,080) (7,122,923,845) (6,386,176,602) Operating profit24,607,806,061 21,606,238,105 16,619,928,210 Interest income428,504,304 755,400,797 704,441,862Other income and expense, net(124,957,109) 14,937,405 149,215,473 Income before income taxes and equity income24,911,353,256 22,376,576,307 17,473,585,545 Income tax expense (note 7)(5,881,350,456) (5,136,447,549) (4,152,525,185)Equity income, net of tax451,723,297 389,419,130 374,871,211 Net income and comprehensive income19,481,726,097 17,629,547,888 13,695,931,571 Net income and comprehensive income attributable to non-controlling interests(3,061,024,429) (3,019,100,786) (2,203,957,931) Net income and comprehensive income attributable to shareholders16,420,701,668 14,610,447,102 11,491,973,640 See accompanying notes to consolidated financial statements.- 5 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESConsolidated Statements of Equity(Expressed in Renminbi) Additional Statutory paid-in Retained Non-controlling Total capital capital earnings interests equity Balance at January 1, 2013 (Unaudited)8,802,006,138 1,174,131 8,806,188,950 6,570,587,678 24,179,956,897 Net Income and comprehensive income (Unaudited)— — 11,491,973,640 2,203,957,931 13,695,931,571 Dividends Declared (Unaudited)— — (2,384,734,513) (2,485,899,485) (4,870,633,998) Balance at December 31, 2013 (Unaudited)8,802,006,138 1,174,131 17,913,428,077 6,288,646,124 33,005,254,470 Net Income and comprehensive income— — 14,610,447,102 3,019,100,786 17,629,547,888 Dividends Declared— — (11,506,551,711) (2,846,197,002) (14,352,748,713) Balance at December 31, 20148,802,006,138 1,174,131 21,017,323,468 6,461,549,908 36,282,053,645 Net Income and comprehensive income— — 16,420,701,668 3,061,024,429 19,481,726,097 Dividends Declared— — (14,100,004,857) (3,818,834,757) (17,918,839,614) Balance at December 31, 20158,802,006,138 1,174,131 23,338,020,279 5,703,739,580 37,844,940,128 See accompanying notes to consolidated financial statements.- 6 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESConsolidated Statements of Cash Flows(Expressed in Renminbi) Year ended December 31 2015 2014 2013 (Unaudited)Cash flows from operating activities: Net income19,481,726,097 17,629,547,888 13,695,931,571 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation5,549,988,627 3,889,243,783 3,376,619,276Amortization153,542,616 213,867,004 255,314,399Provision (benefit) for deferred taxes(261,643,536) (530,482,621) (142,127,053)(Increase) decrease in trade and other receivables(11,205,018,641) 259,484,582 181,850,354(Increase) decrease in inventories(62,310,471) (1,838,408,783) 264,896,010Increase (decrease) in trade and other payables8,233,386,388 (599,753,710) 13,890,448,721Other operating activities(355,053,347) (363,436,849) (413,829,888) Net cash provided by operating activities21,534,617,733 18,660,061,294 31,109,103,390 - 7 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESConsolidated Statements of Cash Flows(Expressed in Renminbi) Year ended December 31 2015 2014 2013 (Unaudited)Investing activities: Proceeds from sale of property, plant and equipment11,660,085 14,556,229 46,553,686 Purchase of assets(10,821,306,185) (10,703,711,804) (8,713,205,001) Net cash used in investing activities(10,809,646,100) (10,689,155,575) (8,666,651,315) Financing activities: Dividends paid(17,065,591,430) (13,906,333,328) (15,493,830,002) Payments on capital leases(4,595,500) (5,055,100) (5,514,600) Net cash used in financing activities(17,070,186,930) (13,911,388,428) (15,499,344,602) Net (decrease) / increase in cash and cash equivalents(6,345,215,297) (5,940,482,709) 6,943,107,473 Cash and cash equivalents at the beginning of the year29,928,965,404 35,869,448,113 28,926,340,640 Cash and cash equivalents at the end of the year23,583,750,107 29,928,965,404 35,869,448,113 Supplemental information: Income taxes paid4,133,524,058 4,742,570,852 2,126,991,441 Non-cash investing activities: Increase in payables relating to purchase of assets542,110,845 3,576,790,216 1,159,984,445 See accompanying notes to consolidated financial statements.- 8 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESDecember 31, 2015, 2014 and 2013 (unaudited)Notes to The Consolidated Financial Statements1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES(a)Description of BusinessSAIC General Motors Corp., Ltd. (f.k.a Shanghai General Motors Corp., Ltd.) (the "Company") was established inShanghai, People's Republic of China ("PRC") by SAIC Motor Corporation Limited ("SAIC") with General MotorsChina, Inc. and General Motors (China) Investment Corp., Ltd. as a Sino-foreign equity joint venture. The Company wasestablished on May 16, 1997 with an operating period of 30 years. The Company and subsidiaries mainly engages in themanufacturing and selling of vehicles, engines, transmissions, and their components and parts.As of December 31, 2015, the Company's subsidiaries include SAIC GM Dong Yue Motors Co., Ltd. (f.k.a. ShanghaiGM Dong Yue Motors Co., Ltd.) ("DY"), SAIC GM Dong Yue Powertrain Co., Ltd. (f.k.a. Shanghai GM Dong YuePowertrain Co., Ltd.) ("PT") and SAIC GM (Shenyang) Norsom Motors Co., Ltd. (f.k.a. Shanghai GM (Shenyang)Norsom Motors Co., Ltd.) ("Norsom").(b)Basis of PresentationThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted inthe United States of America ("US GAAP").(c)Basis of consolidationThe consolidated financial statements include the accounts of the Company and its controlled subsidiaries. The Companyhas no involvement with variable interest entities. The Company's share of earnings or losses of nonconsolidated affiliatesis included in the consolidated operating results using the equity method of accounting when the Company is able toexercise significant influence over the operating and financial decisions of the affiliates. All intercompany balances andtransactions have been eliminated in consolidation.Details of the subsidiaries who are controlled by the Company and whose financial statements are consolidated are asfollows:Name of the entityOwnership percentageDate of acquisitionDY50%February 10, 2003PT50%March 7, 2004Norsom50%July 19, 2004(d)Use of estimatesThe consolidated financial statements are prepared in conformity with US GAAP, which require the use of estimates,judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assetsand liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the periodspresented. The Company believes that the accounting estimates employed are appropriate and the resulting balances arereasonable; however, due to the inherent uncertainties in making estimates, actual results could- 9 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESDecember 31, 2015, 2014 and 2013 (unaudited)Notes to The Consolidated Financial Statements1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continueddiffer from the original estimates, requiring adjustments to these balances in future periods.(e)Cash and cash equivalentsCash and cash equivalents consist of cash on hand and in banks, and time deposits with financial institutions that areshort-term in nature and available at any time, and money market funds which are short-term and highly-liquidinvestments with original maturities of 90 days or less. The Company considers all highly liquid debt instruments withoriginal maturities of three months or less to be cash equivalents. The Company deposits most of its cash in PRC state-owned banks and Shanghai Automotive Industrial Group Finance Co., Ltd ("SAIC-Finance"), a SAIC related party.(f)Inventories Inventories are stated at lower of cost or market. Market, which represents selling price less cost to sell, considers generalmarket and economic conditions, periodic reviews of current profitability of vehicles and the effect of current incentiveoffers at the balance sheet date. Productive material, work-in-process, supplies and service parts are reviewed todetermine if inventory quantities are in excess of forecasted usage, or if they have become obsolete.(g)Fair Value MeasurementsA three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair value measurements.Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect marketassumptions based on the best evidence available. These two types of inputs 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 instrumentsin 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 whichthere is a change in the valuation inputs.The Company believes the fair value of its financial instruments, principally cash and cash equivalents, trade accountsreceivable and trade accounts payable, approximate their recorded values due to the short-term nature of the instrumentsor interest rates, which are comparable with current rates.(h)Equity in net assets of nonconsolidated affiliatesNonconsolidated affiliates are entities in which an equity ownership interest is maintained and for which the equitymethod of accounting is used, due to the ability to exert significant influence over their operating and financial affairs.- 10 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESDecember 31, 2015, 2014 and 2013 (unaudited)Notes to The Consolidated Financial Statements1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued(i)Valuation of equity method investmentsWhen events and circumstances warrant, investments accounted for under the cost or equity method of accounting areevaluated for impairment. An impairment charge is recorded whenever a decline in value of an investment below itscarrying amount is determined to be other than temporary. In determining if a decline is other than temporary, factorssuch as the length of time and extent to which the fair value of the investment has been less than the carrying amount ofthe investment, the near-term and long-term operating and financial prospects of the affiliate and the intent and ability tohold the investment for a period of time sufficient to allow for any anticipated recovery are considered.No impairments were recognized for the years ended December 31, 2015, 2014 and 2013.(j)Property, plant and equipment, netProperty, plant and equipment are recorded at cost. Major improvements that extend the useful life of property arecapitalized. Expenditures for repairs and maintenance are charged to expense as incurred.The Company's depreciation method is summarized in the following table:CategoryDepreciation methodEstimated useful lives BuildingsStraight-line25 yearsFurniture, fixtures and equipmentStraight-line3 to 5 yearsMachineryStraight-line5 to 20 yearsToolings other than non-powertrain toolsStraight-line5 yearsNon-powertrain special toolsAccelerated depreciation5 yearsThe Company assumes no salvage value on its computation of depreciation.The Company's policy is to review the estimated useful lives of fixed assets on an annual basis. Upon retirement ordisposal of property, plant and equipment, the cost and related accumulated depreciation are removed from the accountsand any resulting gain or loss is recognized in cost of sales.(k)Intangible assetsIntangible assets include technology licenses and are amortized on a straight-line basis over the shorter of the life oflicense or the planned life-cycle of the vehicles or products associated with the license, ranging from three to ten years.- 11 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESDecember 31, 2015, 2014 and 2013 (unaudited)Notes to The Consolidated Financial Statements1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued(l)Impairment of long-lived assetsLong-lived assets and intangible assets subject to amortization are reviewed for impairment whenever events or changesin circumstances indicate that the carrying amount of an asset may not be recoverable. When events and circumstanceswarrant, the Company evaluates the carrying value of long-lived assets to be held and used in the business, other thangoodwill. If the carrying value of a long-lived asset group is considered impaired, a loss is recognized based on theamount by which the carrying value exceeds the fair value for assets to be held and used. Fair value is determinedprimarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Long-lived assets tobe disposed of other than by sale are considered held for use until disposition.(m)GoodwillGoodwill represents the excess of the cost of an acquisition over the fair value of net assets acquired. Goodwill andintangible assets acquired in a business combination that are determined to have an indefinite useful life are notamortized, but instead tested for impairment at least annually. The Company completes a two-step goodwill impairmenttest, at the same time every year, and when an event occurs or circumstances change such that it is reasonably possiblethat impairment may exist. The first step of the impairment test requires the identification of our reporting units andcomparison of the fair value of each of these reporting units to their respective carrying value. The fair values of thereporting units are determined based on valuation techniques using the best information that is available, such asdiscounted cash flow projections. If the carrying value is less than the fair value, no impairment exists and the second stepis not performed. If the carrying value is higher than the fair value, there is an indication that impairment may exist andthe second step must be performed to compute the amount of the impairment. In the second step, the impairment iscomputed by estimating the fair values of all recognized and unrecognized assets and liabilities of the reporting unit andcomparing the implied fair value of the reporting unit's goodwill with the carrying amount of that unit's goodwill. Theannual impairment tests are performed in the fourth quarter of each year.No impairments were recognized in the years ended December 31, 2015, 2014 and 2013.(n)Prepaid land use rightsAll land in China is owned by the government, who, according to the laws, may sell the right to use the land for aspecified period of time. Prepaid land use rights are amortized on a straight-line method over the effective period of landuse rights.(o)Revenue recognitionAutomotive sales consist primarily of revenue generated from the sale of vehicles. Vehicle sales are recorded when titleand risks and rewards of ownership have passed to our customers.- 12 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESDecember 31, 2015, 2014 and 2013 (unaudited)Notes to The Consolidated Financial Statements1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued(p)Sales and Sales-Related TaxesThe Company collects and remits taxes assessed by different governmental authorities that are both imposed on andconcurrent with a revenue-producing transaction between the Company and its customers. These taxes mainly includethe consumption taxes of RMB 8,986,941,822, RMB 9,450,509,601 and RMB 8,625,001,651 for the years endedDecember 31, 2015, 2014 and 2013, respectively. Effective January 1, 2015, we changed our accounting policy topresent revenue on a net basis (excluding consumption taxes from revenues) in the consolidated statements of income.We believe this accounting policy is preferable because it is a better presentation of the Company’s revenue. We haveretroactively applied this change in accounting policy to all prior period amounts.(q)Research and development costsResearch and development costs are expensed when incurred. Expenditures for research activities relating to productdevelopment and improvement are charged to expense as incurred. Such expenditures amounted to RMB 3,771,754,277,RMB 3,442,856,072 and RMB 3,270,150,001 for the years ended December 31, 2015, 2014 and 2013, respectively.(r)Government grantsThe Company receives grants from the government mainly to support infrastructure construction and capitalexpenditures. Such grants are deferred and are generally refundable to the extent the Company does not utilize the fundsfor qualifying expenditures. Once earned, the Company records the grants as a contra amount to the assets and amortizessuch amount over the useful lives of the related assets as a reduction to depreciation expense. For grants received notrelating to infrastructure construction and capital expenditures, they are recorded as a reduction of expenses according tothe nature.(s)Income taxesThe Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities arerecorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in theconsolidated financial statements, using the statutory tax rates in effect for the year in which the differences are expectedto reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operationsin the period that includes the enactment date under the law. A valuation allowance is recorded to reduce the carryingamounts of deferred tax assets unless it is more likely than not that such asset will be realized.- 13 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESDecember 31, 2015, 2014 and 2013 (unaudited)Notes to The Consolidated Financial Statements1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued(t)Restricted reservesPursuant to laws applicable to entities incorporated in the PRC, the Company and its subsidiaries must makeappropriations from after-tax profit to a surplus reserve fund, enterprise expansion fund and staff welfare fund. Theamount allocated to each of these funds is at the discretion of the Company’s board of directors. For the year endedDecember 31, 2015, appropriation of 0.5%, 0.5% and 1% of after-tax profit has been made to surplus reserve fund,enterprise expansion fund and staff welfare fund, respectively (2014 and 2013: 1% for each fund). The surplus reservefund can only be used to increase the registered capital and eliminate future losses of the respective companies underPRC regulations. The enterprise expansion fund was RMB 1,479,953,772 and RMB 1,378,164,717 as of December 31,2015 and 2014 respectively, and the surplus reserve fund was RMB 1,489,279,845 and RMB 1,387,490,790 as ofDecember 31, 2015 and 2014 respectively. During the years ended December 31, 2015, 2014 and 2013, the Companycontributed RMB 234,557,894, RMB 206,506,851 and RMB 163,148,647 to the staff welfare fund, all of which wasrecorded in general and administrative expenses. In addition, due to the restrictions on the distribution of statutory capitalfrom the Company, statutory capital of RMB8,802,006,138 at December 31, 2015 and 2014 is considered restricted.(u)Concentration of credit riskFinancial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash andcash equivalents and accounts receivable.The Company places cash and cash equivalents with financial institutions with high credit ratings and quality.The Company conducts credit evaluations of customers and generally does not require collateral or other security fromthe customers. The Company has no significant credit risk associated with accounts receivable.(v)Recently issued accounting standardsIn 2015 we adopted ASU 2015-02, “Amendments to the Consolidation Analysis” (ASU 2015-02), which is effective forannual reporting periods beginning on or after December 15, 2015, with early adoption permitted. ASU 2015-02 requiresus to reassess whether certain entities should be consolidated. The adoption of ASU 2015-02 did not have a materialimpact on our consolidated financial statements.- 14 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESDecember 31, 2015, 2014 and 2013 (unaudited)Notes to The Consolidated Financial Statements1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued(w)Accounting Standards Not Yet AdoptedIn November 2015 the Financial Accounting Standards Board (FASB) issued ASU 2015-17, “Balance SheetClassification of Deferred Taxes” (ASU 2015-17), which changes how deferred taxes are classified on our balancesheets and is effective for financial statements issued for annual periods beginning after December 15, 2016, with earlyadoption allowed. ASU 2015-17 requires all deferred tax assets and liabilities to be classified as non-current. Uponadoption, we anticipate reclassifying deferred income taxes of approximately RMB 1,005 million currently classifiedprimarily within total current assets to total non-current assets.In May 2014 the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), whichrequires us to recognize revenue when a customer obtains control rather than when companies have transferredsubstantially all risks and rewards of a good or service and requires expanded disclosures. ASU 2014-09 was originallyeffective for annual reporting periods beginning on or after December 15, 2016 and interim periods therein. In August2015 the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 one year making it effective forannual reporting periods beginning on or after December 15, 2017 while also providing for early adoption as of theoriginal effective date. We anticipate that ASU 2014-09 will accelerate the timing of the recognition of certain salesincentives previously recognized upon program announcement pursuant to current guidance. We continue to assess theoverall impact the adoption of ASU 2014-09 will have on our consolidated financial statements.2. INVENTORIESThe following table summarizes the components of inventory (in RMB). Balance at December 31 2015 2014 Productive material and supplies5,102,815,152 4,969,637,350Work in process and semi-products543,062,743 294,188,707Finished product, including service parts122,025,733 513,984,879 Total inventories5,767,903,628 5,777,810,9363. EQUITY IN NET ASSETS OF NONCONSOLIDATED AFFLIATESThe Company has direct ownership interests in SAIC-GMAC Automotive Finance Co., Ltd. (“SAIC-GMAC"), ShanghaiOnStar Telematics Company Limited ("Shanghai OnStar") and Shanghai Chengxin Used Car Operation and ManagementCompany Limited ("Chengxin") of 20%, 20% and 33%, respectively, as of December 31, 2015 and 2014.- 15 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESDecember 31, 2015, 2014 and 2013 (unaudited)Notes to The Consolidated Financial Statements4. PROPERTY, NETProperty, plant and equipmentThe following table summarizes the components of property, plant and equipment (in RMB). Balance at December 31 2015 2014 Buildings9,387,462,782 7,170,651,263Machinery31,164,652,691 25,453,257,831Furniture, fixtures and equipment1,393,592,627 1,207,740,050Tooling21,381,291,972 18,168,895,414Total63,327,000,072 52,000,544,558 Accumulated depreciation(32,495,296,047) (27,885,375,575) Subtotal30,831,704,025 24,115,168,983Construction in progress7,348,789,999 8,925,756,749 Total property, net38,180,494,024 33,040,925,732For the years ended December 31, 2015, 2014 and 2013, depreciation expense was RMB 5,549,988,627, RMB 3,889,243,783and RMB 3,376,619,276, of which about 98%, 95% and 89% were charged to cost of sales and 2%, 5% and 11% to selling,general and administrative expenses for the years ended December 31, 2015, 2014 and 2013, respectively.Capital leaseProperty, plant, and equipment include assets acquired under capital leases.At the end of December 31, 2015, the leased property had a gross value of RMB 53,600,269 and accumulated depreciation ofRMB 37,520,188. Future minimum lease payment under capital leases are as follows (In RMB):Year ended December 31: 20165,514,60020175,514,60020185,514,60020195,514,60020205,514,6002021 and after7,352,790Total minimum lease payments34,925,790Unrecognised finance costs(7,698,968)Finance lease payables27,226,822Comprising: Finance lease payments due within one year3,449,027Finance lease payments due after one year23,777,795- 16 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESDecember 31, 2015, 2014 and 2013 (unaudited)Notes to The Consolidated Financial Statements5. INTANGIBLE ASSETSIntangible assets include technology license fees, summarized as follows (in RMB). Balance at December 31 2015 2014Technology license fee - gross4,746,979,177 4,324,443,031Accumulated amortization(1,576,356,865) (1,505,129,073)Technology license fee - net3,170,622,312 2,819,313,9586. FAIR VALUE MEASUREMENTFair value measurements on a recurring basisThe Company measures money market fund at fair value on a recurring basis using quoted prices in active markets for identicalassets (Level 1). The carrying amounts are RMB 1,492,894,524 and RMB 1,491,036,452 as of December 31, 2015 and 2014respectively, which approximates its fair values.7. INCOME TAXIncome tax expense is summarized as follows (in RMB): Year ended December 31 2015 2014 2013Current tax expense6,142,993,992 5,666,930,170 4,294,652,238Deferred tax expense (benefit)(261,643,536) (530,482,621) (142,127,053)Total income tax expense5,881,350,456 5,136,447,549 4,152,525,185A reconciliation of the provision for income taxes with amounts determined by applying the statutory income tax rate to incomebefore income tax is as follows (in RMB).- 17 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESDecember 31, 2015, 2014 and 2013 (unaudited)Notes to The Consolidated Financial Statements7. INCOME TAX - continued Year ended December 31 2015 2014 2013Statutory income tax rate25% 25% 25%Computed tax at the statutory tax rate6,340,769,138 5,691,498,859 4,462,114,189Effect of expenses that are not deductible for tax purposes71,679,519 53,734,139 52,703,341Effect of non-taxable income(123,514,282) (107,605,649) (102,048,190)Effect of expenses adjustable for tax purpose(407,583,919) (501,179,800) (260,244,155) Income tax expense5,881,350,456 5,136,447,549 4,152,525,185 Effective income tax rate23% 23% 23%Significant components of the Company's deferred tax assets and liabilities are as follows (in RMB): Balance at December 31 2015 2014Deferred tax assets: Provision for impairment loss on fixed assets and depreciation difference1,224,652,401 1,018,705,191Accrued expense and estimated liability991,038,099 939,233,731Provision for decline in value of inventories and accounts receivable35,732,236 27,685,449Others256,708,529 260,993,746Subtotal2,508,131,265 2,246,618,117 Deferred tax liabilities:(498,729) (629,117) Deferred tax assets, net2,507,632,536 2,245,989,0008. RELATED PARTY TRANSACTIONS AND BALANCESSales to affiliates amounted to RMB 168,477,769,109, RMB 157,556,930,214 and RMB 136,592,717,885 for the years endedDecember 31, 2015, 2014 and 2013, respectively. Interest income from SAIC-Finance amounted to RMB 152,427,022, RMB258,420,591 and RMB 291,667,394 for the years ended December 31, 2015, 2014 and 2013, respectively.- 18 -SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIESDecember 31, 2015, 2014 and 2013 (unaudited)Notes to The Consolidated Financial Statements9. COMMITMENTS AND CONTINGENCIESa) Lease commitmentsFuture minimum lease payments under non-cancelable operating lease as of December 31, 2015 are:Within one year20,137,000After one year177,865,000Total minimum lease payments198,002,000b) Capital commitmentsAs of December 31, 2015, the Company has entered into various firm purchase commitments for the acquisition of long-livedassets, which have not been recognized in the financial statements, totalling RMB 13,246,787,000 (2014: RMB12,399,163,000).* * * * *- 19 -

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