General Motors (GM) 10-K risk factor changes: FY2017 vs FY2016

[removed: These non-traditional] [added: Industry] participants [removed: may seek] [added: are seeking] to disrupt the historic business model of the industry through the introduction of new technologies, new products or services, new business models or new methods of travel.

Our ability to maintain profitability is dependent upon our ability to [added: timely] fund and introduce new and improved vehicle models that are able to attract a sufficient number of consumers.

Producing new and improved vehicle models competitively and preserving our reputation for designing, building and selling [added: safe] high quality cars and trucks is critical to our long-term profitability.

Because of this product development cycle and the various elements that may contribute to consumers’ acceptance of new vehicle designs, including competitors’ product introductions, technological innovations, fuel prices, general economic conditions and changes in [added: quality, safety, reliability and] styling [added: demands and] preferences, an initial product concept or design may not result in a vehicle that generates sales in sufficient quantities and at high enough prices to be profitable.

Our profitability is dependent upon the success of [added: crossovers, SUVs and] full-size pick-up [removed: trucks and SUVs.][added: trucks.]

While we offer a balanced and complete portfolio of small, mid-size and large cars, crossovers, [removed: sport utility vehicles (SUVs)] [added: SUVs] and trucks, we generally recognize higher profit margins on our [removed: full-size pick-up trucks] [added: crossovers, SUVs] and [removed: SUVs.][added: trucks.]

Our success is dependent upon [removed: consumer preferences and] our ability to sell higher margin vehicles in sufficient volumes.

Any shift in consumer preferences toward smaller, more fuel efficient vehicles, whether as a result of increases in the price of oil or any sustained shortage of oil, including as a result of global political instability or other reasons, could weaken the demand for our higher margin [removed: full-size pick-up trucks and SUVs.][added: vehicles.]

[added: Our significant business in China subjects us to unique operational, competitive and regulatory risks] Maintaining a strong position in the Chinese market is a key component of our global growth strategy.

[removed: The automotive market] [added: Our business] in China is [removed: highly competitive with] [added: subject to aggressive] competition from many of the largest global manufacturers and numerous [removed: smaller] domestic manufacturers.

Increased competition may result in price reductions, reduced margins and [removed: our inability] [added: challenges] to gain or hold market share.

Our global operations subject us to extensive domestic and foreign [removed: regulations] [added: legal] and [removed: expose us to] [added: regulatory requirements, and] a variety of [removed: domestic and foreign] [added: other] political, economic and [removed: other risks,] [added: regulatory risks] including: changes in [removed: foreign or domestic] government leadership; changes in [removed: foreign or domestic] laws or regulations impacting our overall business model or restricting our ability to manufacture, purchase or sell products, and political pressures to change any aspect of our business model or practices and source raw materials, components, systems and parts on competitive terms in a manner consistent with our current practice; changes in [removed: domestic or foreign] tax laws; economic tensions between governments and changes in international trade [removed: and investment] policies, including restrictions on the repatriation of dividends, especially between the U.S. and China, more detailed inspections, new or higher tariffs, for example, on products imported from Mexico into the U.S.; new barriers to entry or domestic preference procurement requirements, [removed: or] changes to or withdrawals from free trade [removed: agreements;] [added: agreements (for example, the North American Free Trade Agreement or NAFTA), or preferences of foreign nationals for domestically manufactured products;] changes in foreign currency exchange rates and interest rates; economic downturns in foreign countries or geographic regions where we have significant operations, [removed: such as China;] significant changes in conditions in the countries in which we operate with the effect of [removed: competition from new market entrants and in the United Kingdom (U.K.) with passage of a referendum to discontinue membership in the European Union; 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; differing labor regulations and union relationships; and difficulties in obtaining financing in foreign countries for local operations.]

Operating a business as a joint venture often requires additional organizational formalities as well as time-consuming procedures for sharing information and making [removed: decisions.][added: decisions that must further take into consideration our partners' interests.]

In joint ventures we are required to foster our relationships with our co-owners as well as promote the overall success of the joint venture, and if a co-owner [removed: changes or] [added: changes,] relationships [removed: deteriorate,] [added: deteriorate or strategic objectives diverge,] our success in the joint venture may be materially adversely affected.

[removed: We] [added: Our products] are subject to extensive laws, governmental regulations and policies, [removed: including those regarding fuel economy and emissions controls,] that can significantly increase our costs and affect how we do business.

[added: 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 [removed: challenging, especially where standards may not be harmonized across jurisdictions, a significant challenge] [added: challenging] with respect to mandated emissions and fuel economy [removed: standards.][added: standards, especially where standards may not be harmonized across jurisdictions.]

We expect that to comply with fuel economy and emission control requirements we will be required to sell a significant volume of [removed: hybrid] electric vehicles, as well as develop and implement new technologies for conventional internal combustion engines, all at increased cost levels.

There is no assurance that we will be able to produce and sell vehicles that use such [added: new] technologies on a profitable basis or that our customers will purchase such vehicles in the quantities necessary for us to comply with these regulatory programs.

We could be materially adversely affected by [removed: a negative outcome in] unusual or significant litigation, governmental investigations or other [removed: legal] proceedings.

We are subject to legal proceedings involving various issues, including product liability lawsuits, stockholder litigation and [removed: governmental investigations, such as the legal] proceedings related to the Ignition Switch Recall.

[removed: Such] [added: A negative outcome in one or more of these] legal proceedings could [removed: in the future] result in the imposition of damages, including punitive damages, substantial fines, [added: significant reputational harm,] civil lawsuits and criminal penalties, interruptions of business, modification of business practices, equitable remedies and other sanctions against us or our personnel as well as significant legal and other costs.

For a further discussion of these matters refer to Note [removed: 15] [added: 17] to our consolidated financial statements.

If, in the discretion of the U.S. Attorney’s Office for the Southern District of New York (the [added: U.S. Attorney's] Office), we do not comply with the terms of the Deferred Prosecution Agreement (the DPA), the [added: U.S. Attorney's] Office may prosecute us for charges alleged by the [added: U.S. Attorney's] Office including those relating to faulty ignition switches.

On September 17, 2015 we announced that we entered into the DPA with the [added: U.S. Attorney's] Office regarding its investigation of the events leading up to certain recalls announced in February and March of 2014 relating to faulty ignition switches.

Under the DPA, we consented 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 York [added: (the Southern District)] charging GM with a scheme to conceal material facts from a government regulator and wire fraud.

The DPA further provides that, in the event the [added: U.S. Attorney's] Office determines during the period of deferral of prosecution (or any extensions thereof) that we have violated any provision of the DPA, including violating any U.S. federal law or our obligation to cooperate with and assist the independent [removed: monitor,] [added: monitor (the Monitor),] the [added: U.S. Attorney's] Office 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 of up to one additional year.

[added: Under such circumstance, the U.S. Attorney's Office would be permitted to rely] upon the admissions we made in the DPA and would benefit from our waiver of certain procedural and evidentiary defenses.

The costs and effect on our reputation of product safety recalls [added: and alleged defects in products and services] could materially adversely affect our business.

From time to time these items may have [removed: performance or] [added: performance,] quality [added: or reputational] issues that could harm our reputation and cause us to incur significant costs.

For example, we are currently conducting recalls for certain Takata [removed: Corporation (Takata)] air bag inflators used in some of our prior model year vehicles.

In some instances we purchase systems, components, raw materials and parts [added: that ultimately derive] from a single source and may be at an increased risk for supply disruptions.

[removed: Financial] [added: Disputes, financial] difficulties or solvency problems with our suppliers, including [removed: Takata,] [added: Takata Corporation (Takata),] which may be exacerbated by the cost of remediating quality issues with these items, could lead to uncertainty in our supply chain or cause supply disruptions for us which could, in turn, disrupt our operations, including production of certain of our higher margin vehicles.

In some cases certain facilities produce [removed: products] [added: products, systems, components and parts] that disproportionately contribute a greater degree to our profitability than others.

Should these or other facilities become unavailable either temporarily or permanently for any number of reasons, including labor disruptions, the inability to manufacture [removed: vehicles] there may result in harm to our reputation, increased costs, lower revenues and the loss of customers.

We may not be able to easily shift production [removed: of vehicles at an inoperable facility] to other facilities or to make up for lost production.

The global automotive industry is highly competitive and overall manufacturing capacity in the industry [added: far] exceeds demand.

[removed: Our] [added: Many of our] competitors [removed: may respond] [added: have responded] to these relatively high fixed costs by providing subsidized financing or leasing programs, offering marketing incentives or reducing vehicle prices.

These actions have had, and are expected to continue to have, a significant negative effect on our vehicle pricing, market share and operating [removed: results, and present a significant risk to our ability to enhance our revenue per vehicle.][added: results.]

As we continue to assess our performance throughout our regions, [added: we may take] additional restructuring [removed: and rationalization] actions [added: to rationalize our operations, which] may [removed: be required] [added: result in impairments] and [removed: may be material.][added: reduce our profitability in the periods incurred.]

We have listed below (not necessarily in order of importance or probability of occurrence) the most significant risk factors applicable to us:

To successfully execute our long-term strategy, we must continue to develop new products and services, including products and services that are outside of our historically core business, such as autonomous and electric vehicles, data monetization and transportation as a service.

The process of designing and developing new technology, products and services is complex, costly, and uncertain and requires extensive capital investment and the ability to retain and recruit talent.

We must successfully address and reduce the costs associated with the manufacture and sale of electric vehicles.

We anticipate that electric vehicle sales will become increasingly important to our business.

The inability to reduce the costs associated with the manufacture and sale of electric vehicles may negatively impact our earnings and financial condition.

In addition, we currently

benefit from certain government and economic incentives supporting the development and adoption of electric vehicles.

The benefits from these incentives could be reduced, eliminated or exhausted, which may negatively affect our ability to sell electric vehicles in sufficient quantities and at high enough prices to be profitable.

Because we have a high proportion of relatively fixed structural costs, small changes in sales volume can have a disproportionately large effect on our profitability.

For discussion of economic and market trends, see the Overview section of Item 7.

In addition to increased competition, Chinese regulators have announced aggressive policy initiatives and quotas for the sale of electric vehicles.

Certain risks and uncertainties of doing business in China are solely within the control of the Chinese government, and Chinese law regulates the scope of our foreign investments and business conducted within China.

In order to maintain access to the Chinese market, we may be required to comply with significant technical and other regulatory requirements that are unique to the Chinese market, at times with challenging lead-time to implement such requirements.

These actions may increase the cost of doing business in China and reduce our profitability.

competition from new market entrants; 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; differing labor regulations and union relationships; and difficulties in obtaining financing in foreign countries for local operations.

Any significant disruption at one of our manufacturing facilities could disrupt our production schedule.

High prices of raw materials used by us and our suppliers could negatively impact our profitability.

Increases in prices for raw materials that we and our suppliers use in manufacturing products, systems, components and parts such as steel, precious metals, non-ferrous metals, including aluminum, copper and plastic parts may lead to higher production costs for parts and components.

This could, in turn, negatively impact our future profitability because we may not be able to pass all of those costs on to our customers or require our suppliers to absorb such costs.

As a result, we are not necessarily able to set our prices to offset higher costs of marketing incentives, commodity or other cost increases, or the impact of adverse currency fluctuations.

Competitors may independently develop products and services similar to ours, and there are no guarantees that GM's intellectual property rights would prevent competitors from independently developing or selling those product and services.

There may be instances where, notwithstanding our intellectual property position, competitive products or services may impact the value of our brands and other intangible assets, and our business may be adversely affected.

Moreover, although GM takes

reasonable steps to maintain the confidentiality of GM proprietary information, there can be no assurance that such efforts will completely deter misappropriation or improper use of our technology.

We sometimes face attempts to gain unauthorized access to our information technology networks and systems for the purpose of improperly acquiring our trade secrets or confidential business information.

The theft or unauthorized use or publication of our trade secrets and other confidential business information as a result of such an incident could adversely affect our competitive position.

In addition, we may be the target of enforcement of patents by third parties, including aggressive and opportunistic enforcement claims by non-practicing entities.

Regardless of the merit of such claims, responding to infringement claims can be expensive and time-consuming.

Although we have taken steps to mitigate such risks, if we are found to infringe any third-party rights, we could be required to pay substantial damages or we could be enjoined from offering some of our products and services.

The occurrence of any of these events could compromise the operational integrity of these systems and products.

Similarly, such an occurrence could result in the compromise or loss of the information processed by these systems and products.

We have experienced such events in the past and, although past events were immaterial, future events may occur and may be material.

Portions of our information technology systems also may experience interruptions, delays or cessations of service or produce errors due to regular maintenance efforts, such as systems integration or migration work that takes place from time to time.

We may not be successful in implementing new systems and transitioning data, which could cause business disruptions and be more expensive, time-consuming, disruptive and resource intensive.

Such disruptions could adversely impact our ability to design, manufacture and sell products and services, and interrupt other business processes.

Security breaches and other disruptions of our in-vehicle systems could impact the safety of our customers and reduce confidence in GM and our products.

Our vehicles contain complex information technology systems.

These systems control various vehicle functions including engine, transmission, safety, steering, navigation, acceleration, braking, window and door lock functions.

We have designed, implemented and tested security measures intended to prevent unauthorized access to these systems.

We face a number of significant risks and uncertainties in connection with our operations.

Our business and the results of our operations could be materially adversely affected by the factors described below.

The risks described below are not the only risks facing our operations.

Risks and uncertainties not currently known to us or that we currently deem to be immaterial also could have a material adverse impact on our business and results of operations.

As our business evolves, the pressure to innovate will encompass a wider range of products and services, including products and services that may be outside of our historically core business, such as autonomous vehicles, car- and ride-sharing and transportation as a service.

We will launch a substantial number of new vehicles in 2017.

In addition, our growth strategies require us to make significant investment in our brands to appeal to new markets.

Our long-term profitability depends upon successfully creating and funding technological innovations in design, engineering and manufacturing, which requires extensive capital investment and the ability to retain and recruit talent.

Although we will seek to obtain intellectual property protection for our innovations to protect our competitive position, it is possible we may not be able to protect some of these innovations.

Our business and financial results are highly sensitive to sales volume, changes to which can have a disproportionately large effect on our profitability.

Our business in China is subject to aggressive competition.

We are significantly affected by governmental

For example, in Germany, the Ministry of Transportation and the Kraftfahrt-Bundesamt have requested the participation of a number of automotive manufacturers, including our German subsidiary, in continuing discussions on emissions control issues and have also requested, from time to time, written responses from our subsidiary on the subject.

Our German subsidiary has participated in these discussions and has provided the requested responses to inquiries concerning nitrogen oxide emission control systems of its diesel engines.

In addition, the German and the EU Parliaments have instigated Inquiry Commissions into government agencies' oversight of emissions enforcement, requesting our German subsidiary's participation.

At the same time, the German government has initiated further industry-wide inquiries about CO2 emissions.

This scrutiny, regulatory changes or novel interpretations of current regulations, as well as increased enforcement has led to and may result in further increased testing and re-testing of our vehicles and analysis of their emissions control systems, which could lead to increased costs, penalties, negative publicity or reputational impact, and recall activity if regulators determine that emission levels and required regulatory compliance should be based on either a wider spectrum of driving conditions for future testing parameters or stricter or novel interpretations and consequent enforcement of existing requirements.

No assurance can be given that the ultimate outcome of any potential investigations or increased testing resulting from this scrutiny would not materially and adversely affect us.

Alternative compliance measures may not be sufficiently available in the marketplace to meet volume driven compliance requirements.

Under such circumstance, the Office would be permitted to rely

We are continuing to assess the situation.

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 a timely basis can harm our reputation, potentially expose us to significant monetary penalties, and cause us to lose customers for the same reasons as expressed above.

We are dependent on our manufacturing facilities around the world.

We face difficult market and operating conditions in certain parts of the world that may require us to restructure or rationalize these operations, which may result in impairments.

In many countries across our regions we have experienced challenges in our operations and continue to strategically assess the manner in which we operate in certain countries.

The occurrence of any of these events could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen.

These occurrences could also impact vehicle safety.

We have been the target of these types of attacks in the past and future attacks are likely to occur.

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 the Department of Justice, SEC and Consumer Financial Protection Bureau.

Our potential funding requirements are described in Note 14 to our consolidated financial statements.

[removed: Non-GAAP Measures] Our non-GAAP measures include earnings before interest and taxes [removed: (EBIT)-adjusted] [added: (EBIT)-adjusted,] presented net of noncontrolling interests, [removed: EPS-diluted-adjusted,] [added: earnings per share (EPS)-diluted-adjusted, effective tax rate-adjusted (ETR-adjusted),] return on invested capital-adjusted (ROIC-adjusted) and adjusted automotive free cash flow.

Further, our Board of Directors uses [added: certain of] these and other measures as key metrics to determine management performance under our performance-based compensation plans.

EBIT-adjusted [added: EBIT-adjusted] is [added: presented net of noncontrolling interests and is] used by management and can be used by investors to review our consolidated operating results because it excludes automotive interest income, automotive interest expense and income taxes as well as certain additional adjustments that are not considered part of our core operations.

EPS-diluted-adjusted [added: EPS-diluted-adjusted] is used by management and can be used by investors to review our consolidated diluted [removed: earnings per share] [added: EPS] results on a consistent basis.

EPS-diluted-adjusted is calculated as net income attributable to common stockholders-diluted less [removed: certain] [added: income (loss) from discontinued operations on an after-tax basis,] adjustments noted above for [removed: EBIT-adjusted and] [added: EBIT-adjusted,] gains or losses on the extinguishment of debt obligations on an after-tax basis [removed: as well as redemptions of preferred stock] and certain income tax adjustments divided by weighted-average common shares outstanding-diluted.

ROIC-adjusted [added: ROIC-adjusted] is used by management and can be used by investors to review our investment and capital allocation decisions.

We define ROIC-adjusted as EBIT-adjusted for the trailing four quarters divided by [added: ROIC-adjusted] average net assets, which is considered to be the average equity balances adjusted for average automotive debt and interest liabilities, exclusive of capital leases; average automotive net pension and other postretirement benefits (OPEB) liabilities; and average automotive net income tax assets during the same period.

Adjusted automotive free cash flow [added: Adjusted automotive free cash flow] is used by management and can be used by investors to review the liquidity of our automotive operations and to measure and monitor our performance against our capital allocation program and evaluate our automotive liquidity against the substantial cash requirements of our automotive operations.

We measure adjusted automotive free cash flow as automotive [added: operating] cash flow from [added: continuing] operations less capital expenditures adjusted for management actions, primarily related to strengthening our balance sheet, such as prepayments of debt and discretionary [removed: contributions to employee benefit plans.]

Refer to the “Liquidity and Capital Resources” section of this MD&A for our reconciliation of Net [removed: Automotive] [added: automotive] cash provided by [removed: (used in)] operating activities under U.S. GAAP to this non-GAAP measure.

The following table reconciles Net income [added: (loss)] attributable to stockholders under U.S. GAAP to [removed: EBIT-adjusted used in the calculation of ROIC-adjusted:][added: EBIT-adjusted:]

| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Net income [added: (loss)] attributable to stockholders | $ | [removed: 9,427] [added: (3,864] | [added: )] | | $ | [removed: 9,687] [added: 9,427] | | | $ | [removed: 3,949] [added: 9,687] | |

| Income tax expense (benefit) | [removed: 2,416] [added: 11,533] | | | | [removed: (1,897] [added: 2,739] | | [removed: )] | | [removed: 228] [added: (1,219] | | [added: )] |

| Gain on extinguishment of debt | — | | | | [removed: (449] [added: —] | | [removed: )] | | [removed: (202] [added: (449] | | ) |

| Ignition switch recall and related legal [removed: matters(a)] [added: matters(c)] | [removed: 300] [added: 114] | | | | [removed: 1,785] [added: 300] | | | | [removed: 400] [added: 1,785] | | |

| Russia exit [removed: costs and asset impairment(e)] [added: costs(d)] | — | | | | [removed: 438] [added: —] | | | | [removed: 245] [added: 438] | | |

| Other | — | | | | [removed: (41] [added: —] | | [removed: )] | | [removed: 111] [added: (41] | | [added: )] |

| Total adjustments | [removed: 300] [added: 654] | | | | [removed: 3,199] [added: 300] | | | | [removed: 2,327] [added: 3,199] | | |

| [removed: (a)] [added: (c)] | These adjustments were excluded because of the unique events associated with the ignition switch recall. These events included the creation of the [removed: ignition switch recall compensation program,] [added: Compensation Program,] as well as various investigations, [removed: inquiries,] [added: inquiries] and complaints from [removed: various] constituents. |

| [removed: (d)] [added: (b)] | [removed: This] [added: In the year ended December 31, 2017 this] adjustment was excluded because [added: we ceased operations and terminated employment relationships in Venezuela. In the year ended December 31, 2015 this adjustment was excluded because] of the devaluation of the Venezuela Bolivar Fuerte [removed: (BsF),] [added: (BsF) and] our inability to transact [removed: at the Complementary System of Foreign Currency Administration (SICAD) rate] to obtain U.S. [removed: Dollars and the market restrictions imposed by the Venezuelan government.] [added: Dollars.] |

| [removed: (e)] [added: (d)] | These adjustments were excluded because [removed: they were driven by deteriorating market conditions in Russia, which led to asset impairments in 2014 and] [added: of] our decision to exit the Russia market in 2015. The Russia exit costs primarily consisted of sales incentives, dealer restructuring and other contract cancellation [removed: costs,] [added: costs] and asset impairments. |

The following table reconciles diluted earnings [added: (loss)] per common share under U.S. GAAP to EPS-diluted-adjusted:

| | [removed: 2016] [added: 2017] | | | | | | | | [removed: 2015] [added: 2016] | | | | | | | | [removed: 2014] [added: 2015] | | | | | | |

| Diluted earnings [added: (loss)] per common share | $ | [removed: 9,427] [added: (3,880] | [added: )] | | $ | [removed: 6.00] [added: (2.60] | [added: )] | | $ | [removed: 9,686] [added: 9,427] | | | $ | [removed: 5.91] [added: 6.00] | | | $ | [removed: 2,786] [added: 9,686] | | | $ | [removed: 1.65] [added: 5.91] | |

| Gain on extinguishment of debt | — | | | | — | | | | [removed: (449] [added: —] | | [removed: )] | | [removed: (0.27] [added: —] | | [removed: )] | | [removed: (202] [added: (449] | | ) | | [removed: (0.12] [added: (0.27] | | ) |

| All other adjustments(a) | [removed: 300] [added: 654] | | | | [removed: 0.19] [added: 0.44] | | | | [removed: 3,199] [added: 300] | | | | [removed: 1.95] [added: 0.19] | | | | [removed: 2,327] [added: 3,199] | | | | [removed: 1.38] [added: 1.95] | | |

| Total adjustments | [removed: 300] [added: 654] | | | | [removed: 0.19] [added: 0.44] | | | | [removed: 2,750] [added: 300] | | | | [removed: 1.68] [added: 0.19] | | | | [removed: 2,919] [added: 2,750] | | | | [removed: 1.73] [added: 1.68] | | |

| Tax effect on adjustments(b) | [removed: (114] [added: (208] | | ) | | [removed: (0.07] [added: (0.14] | | ) | | [removed: (201] [added: (114] | | ) | | [removed: (0.13] [added: (0.07] | | ) | | [removed: (561] [added: (201] | | ) | | [removed: (0.33] [added: (0.13] | | ) |

| Tax adjustments(c) | [removed: —] [added: 9,099] | | | | [removed: —] [added: 6.10] | | | | [removed: (4,001] [added: —] | | [removed: )] | | [removed: (2.44] [added: —] | | [removed: )] | | [removed: —] [added: (4,001] | | [added: )] | | [removed: —] [added: (2.44] | | [added: )] |

| (a) | Refer to the reconciliation of Net income [added: (loss)] attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of [removed: MD&A for the details of each individual adjustment.] [added: MD&A.] |

| (b) | The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction [removed: in] [added: to] which the adjustment relates. |

We define return on equity (ROE) as Net income [added: (loss)] attributable to stockholders for the trailing four quarters divided by average equity for the same period.

| Net income [added: (loss)] attributable to stockholders | $ | [removed: 9.4] [added: (3.9] | [added: )] | | $ | [removed: 9.7] [added: 9.4] | | | $ | [removed: 3.9] [added: 9.7] | |

| Average equity | $ | [removed: 43.6] [added: 42.2] | | | $ | [removed: 37.0] [added: 43.6] | | | $ | [removed: 41.3] [added: 37.0] | |

| ROE | [removed: 21.6] [added: (9.2] | | [removed: %] [added: )%] | | [removed: 26.2] [added: 21.6] | | % | | [removed: 9.6] [added: 26.2] | | % |

| Add: Average automotive debt and interest liabilities (excluding capital leases) | [removed: 10.0] [added: 11.6] | | | | [removed: 8.1] [added: 9.9] | | | | [removed: 6.8] [added: 8.0] | | |

| Add: Average automotive net pension & OPEB liability | [removed: 24.5] [added: 21.0] | | | | [removed: 28.3] [added: 22.0] | | | | [removed: 26.5] [added: 25.8] | | |

| Less: Average automotive net income tax asset | [removed: (34.8] [added: (29.3] | | ) | | [removed: (33.6] [added: (32.8] | | ) | | [removed: (32.4] [added: (33.0] | | ) |

| ROIC-adjusted average net assets | $ | [removed: 43.3] [added: 45.5] | | | $ | [removed: 39.8] [added: 42.7] | | | $ | [removed: 42.2] [added: 37.8] | |

Non-GAAP Measures Unless otherwise indicated, our non-GAAP measures discussed in this MD&A are related to our continuing operations and not our discontinued operations or our assets and liabilities held for sale.

Core EBIT-adjusted Beginning in 2018, we intend to report a Core EBIT-adjusted metric.

Core EBIT-adjusted will be used by management and can be used by investors to review our core consolidated operating results.

Core EBIT-adjusted begins with EBIT-adjusted and excludes the EBIT-adjusted results of our autonomous vehicle operations, including Cruise Automation Inc. (Cruise), Maven and our investment in Lyft.

ETR-adjusted ETR-adjusted is used by management and can be used by investors to review the consolidated effective tax rate for our core operations on a consistent basis.

ETR-adjusted is calculated as Income tax expense less the income tax related to the adjustments noted above for EBIT-adjusted and the income tax adjustments noted above for EPS-diluted-adjusted divided by Income before income taxes less adjustments.

Adjustments to the average equity balances exclude assets and liabilities classified as either assets held for sale or liabilities held for sale.

contributions to employee benefit plans.

Core adjusted automotive free cash flow Beginning in 2018, we intend to report a Core adjusted automotive free cash flow metric.

Core adjusted automotive free cash flow will be used by management and can be used by investors to review the liquidity of our automotive operations and to measure and monitor our performance against our capital allocation program and evaluate our automotive liquidity against the substantial cash requirements of our automotive operations.

Core adjusted automotive free cash flow begins with adjusted automotive free cash flow and excludes the cash flows of our autonomous vehicle operations, including Cruise, Maven and our investment in Lyft.

| (Income) loss from discontinued operations, net of tax | 4,212 | | | | 1 | | | | (25 | | ) |

| Automotive interest expense | 575 | | | | 563 | | | | 423 | | |

| Automotive interest income | (266 | | ) | | (182 | | ) | | (167 | | ) |

| GMI restructuring(a) | 460 | | | | — | | | | 297 | | |

| Venezuela-related matters(b) | 80 | | | | — | | | | 720 | | |

| EBIT-adjusted | $ | 12,844 | | | $ | 12,848 | | | $ | 11,449 | |

| (a) | This adjustment was excluded because of a strategic decision to rationalize our core operations by exiting or significantly reducing our presence in various international markets to focus resources on opportunities expected to deliver higher returns. The adjustment primarily consists of asset impairments, sales incentives, inventory provisions, dealer restructuring, employee separations and other contract cancellation costs in India, South Africa, and Thailand. |

| Diluted (earnings) loss per common share – discontinued operations | 4,212 | | | | 2.82 | | | | 1 | | | | — | | | | (25 | | ) | | (0.02 | | ) |

| EPS-diluted-adjusted | $ | 9,877 | | | $ | 6.62 | | | $ | 9,614 | | | $ | 6.12 | | | $ | 8,209 | | | $ | 5.00 | |

| (c) | In the year ended December 31, 2017 these adjustments consist of the tax expense of $7.3 billion related to U.S. tax reform legislation and the establishment of a valuation allowance against deferred tax assets of $2.3 billion that will no longer be realizable as a result of the sale of the Opel/Vauxhall Business, partially offset by tax benefits related to tax settlements. In the year ended December 31, 2015 these adjustments primarily consist of the tax benefit related to the valuation allowance reversal in Europe. These adjustments were excluded because impacts of tax legislation and valuation allowances are not considered part of our core operations. |

The following table reconciles our effective tax rate under U.S. GAAP to ETR-adjusted:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | Income before income taxes | | | | Income tax expense | | | | Effective tax rate | | | Income before income taxes | | | | Income tax expense | | | | Effective tax rate | | | Income before income taxes | | | | Income tax expense (benefit) | | | | Effective tax rate | |

| Effective tax rate | $ | 11,863 | | | $ | 11,533 | | | 97.2 | % | | $ | 12,008 | | | $ | 2,739 | | | 22.8 | % | | $ | 8,371 | | | $ | (1,219 | ) | | (14.6 | )% |

| Adjustments(a) | 654 | | | | 208 | | | | | | | 300 | | | | 114 | | | | | | | 2,750 | | | | 201 | | | | | |

| Tax adjustments(b) | | | | | (9,099 | | ) | | | | | | | | | — | | | | | | | | | | | 4,001 | | | | | |

| ETR-adjusted | $ | 12,517 | | | $ | 2,642 | | | 21.1 | % | | $ | 12,308 | | | $ | 2,853 | | | 23.2 | % | | $ | 11,121 | | | $ | 2,983 | | | 26.8 | % |

| (a) | Refer to the reconciliation of Net income (loss) attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of MD&A for adjustment details. |

| (b) | Refer to the reconciliation of diluted earnings (loss) per common share under U.S. GAAP to EPS-diluted-adjusted within this section of MD&A for adjustment details. |

| | 2017 | | | | 2016 | | | | 2015 | | |

| | 2017 | | | | 2016 | | | | 2015 | | |

| EBIT-adjusted(a) | $ | 12.8 | | | $ | 12.8 | | | $ | 11.4 | |

| Average equity | $ | 42.2 | | | $ | 43.6 | | | $ | 37.0 | |

| ROIC-adjusted | 28.2 | | % | | 30.1 | | % | | 30.3 | | % |

Overview Our management team has adopted a strategic plan to transform GM into the world's most valued automotive company.

Our plan includes several major initiatives that we anticipate will redefine the future of personal mobility through our zero crashes, zero emissions, zero congestion vision while also strengthening the core of our business: earning customers for life by delivering winning vehicles, leading the industry in quality and safety and improving the customer ownership experience; leading in technology and innovation, including electrification, autonomous, data monetization and connectivity; growing our brands; making tough, strategic decisions about which markets and products in which we will invest and compete; building profitable adjacent businesses and targeting 10% core margins on an EBIT-adjusted basis.

For the year ending December 31, 2018 we expect EPS-diluted and EPS-diluted-adjusted to be in the mid-six dollar range.

| Automotive interest expense | 572 | | | | 443 | | | | 403 | | |

| Automotive interest income | (185 | | ) | | (169 | | ) | | (211 | | ) |

| Recall campaign catch-up adjustment(b) | — | | | | — | | | | 874 | | |

| Thailand asset impairments(c) | — | | | | 297 | | | | 158 | | |

| Venezuela currency devaluation and asset impairment(d) | — | | | | 720 | | | | 419 | | |

| Goodwill impairment | — | | | | — | | | | 120 | | |

| EBIT-adjusted | $ | 12,530 | | | $ | 10,814 | | | $ | 6,494 | |

| (b) | This adjustment was excluded because it resulted from our decision to change the method we use to estimate costs associated with recall campaigns in GMNA. |

| (c) | These adjustments were excluded because of the significant restructuring of our Thailand operations and the strategic actions taken to focus on the production of pick-up trucks and SUVs. |

| Redemption and purchase of Series A preferred stock | — | | | | — | | | | — | | | | — | | | | 794 | | | | 0.47 | | |

| EPS-diluted-adjusted | $ | 9,613 | | | $ | 6.12 | | | $ | 8,234 | | | $ | 5.02 | | | $ | 5,144 | | | $ | 3.05 | |

| (c) | These adjustments primarily consist of the tax benefit related to the valuation allowance reversal in Europe. The adjustment was excluded because valuation allowance reversals are not considered part of our core operations. |

| EBIT-adjusted(a) | $ | 12.5 | | | $ | 10.8 | | | $ | 6.5 | |

| ROIC-adjusted | 28.9 | | % | | 27.2 | | % | | 15.4 | | % |

Overview Our strategic plan includes several major initiatives that we anticipate will help us achieve our goal of 9% to 10% margins on an EBIT-adjusted basis (EBIT-adjusted margins, calculated as EBIT-adjusted divided by Net sales and revenue) by early next decade: earn customers for life by delivering great products to our customers, leading the industry in quality and safety and improving the customer ownership experience; lead in technology and innovation, including OnStar 4G LTE and connected car, alternative propulsion, urban mobility including ride- and car-sharing through Maven and our investment in Lyft, active safety features and autonomous vehicles; grow our brands, particularly the Cadillac brand in 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 automotive financing company; and deliver core operating efficiencies.

For the year ending December 31, 2017 we expect to continue to generate strong consolidated financial results including improved total net sales and revenue, EBIT-adjusted and EBIT-adjusted margins that equal or exceed the corresponding amounts in 2016, ROIC-adjusted of greater than 25%, Automotive operating cash flow of approximately $15 billion, adjusted automotive free cash flow of approximately $6 billion and EPS-diluted and EPS-diluted-adjusted of between $6.00 and $6.50.

We expect these financial results in part to be driven by favorable shifts in mix for our new or refreshed product launches, including crossovers.

The following table reconciles expected automotive net cash provided by operating activities under U.S. GAAP to expected adjusted automotive free cash flow (dollars in billions):

| | | | |

| --- | --- | --- | --- |

GMNA In the year ended December 31, 2016 industry sales to retail and fleet customers were 21.9 million units representing a 1.7% increase compared to the corresponding period in 2015 due to strong consumer demand driven by credit availability, low interest rates and low fuel prices.

The decrease in our U.S. market share was driven primarily by lower fleet market share due to a planned reduction in rental deliveries, partially offset by higher retail market share.

U.S. retail sales, generally more profitable than fleet sales, generated an increase of 0.5 percentage points in market share, primarily driven by Chevrolet.

GME As a result of moderate economic growth across Europe (excluding Russia) automotive industry sales to retail and fleet customers continued improving in the year ended December 31, 2016 with industry sales to retail and fleet customers of 18.8 million units representing a 6.1% increase compared to the corresponding period in 2015.

Our European operations are benefiting from this trend and vehicle sales continue to show signs of improvement underscored by further improvement in our Opel and Vauxhall retail vehicle sales of 1.2 million units for market share of 5.7% in the year ended December 31, 2016 consistent with the corresponding period in 2015.

We continue to implement various strategic actions to strengthen our operations and increase our competitiveness.

Despite the improvements we experienced through most of 2016 we were unable to overcome the impacts of the U.K. referendum vote to leave the European Union (Brexit) resulting in a $0.3 billion unfavorable impact due primarily to adverse movement in the British Pound against the U.S. Dollar.

We anticipate the impacts of Brexit to continue through 2017.

We also anticipate headwinds associated with industry pricing pressures and increased costs associated with depreciation, amortization, marketing and costs associated with our new product launches.

We intend to mitigate these headwinds with the full benefit of our recently launched Astra and Mokka X along with the 2017 launches of the Insignia, Ampera E, and two new crossovers that we believe will substantially increase our competitiveness in this growing market.

The German Ministry of Transportation and the Kraftfahrt-Bundesamt have requested the participation of a number of automotive manufacturers, including our German subsidiary, in continuing discussions on emissions control issues and have also requested, from time to time, written responses from our subsidiary on the subject.

Our German subsidiary has participated in these discussions and has provided the requested responses to inquiries concerning nitrogen oxide emission control systems of its diesel engines.

In addition, the German and the EU Parliaments have instigated Inquiry Commissions into government agencies' oversight of emissions enforcement, requesting our German subsidiary's participation.

At the same time, the German government has instigated further industry-wide inquiries about CO2 emissions.

This scrutiny, regulatory changes and increased enforcement has led to

increased testing and re-testing of our vehicles and analysis of their emissions control systems, which could lead to increased costs, penalties, negative publicity or reputational impact, and recall activity if regulators determine that emission levels and required regulatory compliance should be based on either a wider spectrum of driving conditions for future testing parameters or stricter or novel interpretations and consequent enforcement of existing requirements.

No assurance can be given that the ultimate outcome of any potential investigations or increased testing resulting from this scrutiny would not materially and adversely affect us.

In the year ended December 31, 2016 our China wholesale volumes increased by 4.9% compared to the corresponding period in 2015.

Our market share decreased to 13.8%, down 1.1 percentage points as our volume growth was less than that of the industry.

Strong growth in Cadillac, Buick and Baojun passenger vehicles, including SUVs, were partially offset by lower Chevrolet sales because of model changeover and lower Wuling sales because of a continued segment shift away from mini commercial vehicles.

[removed: Automotive] The overall financial risk management program is under the responsibility of the Chief Financial Officer with support from the Financial Risk Council which reviews and, where appropriate, approves strategies to be pursued to mitigate these risks.

The Audit Committee and Finance Committee assist and guide the Board of [added: Directors in its oversight of our financial and risk management strategies.]

[removed: GENERAL MOTORS COMPANY AND SUBSIDIARIES][added: To the shareholders and the Board of Directors of General Motors Company:]

[added: Automotive] The following analyses provide quantitative information regarding exposure to foreign currency exchange rate risk and interest rate risk.

In addition the analyses are unable to reflect the complex market reactions that normally would arise from the market shifts modeled and do not contemplate the effects of correlations between foreign currency [removed: pairs or] [added: pairs,] offsetting long-short positions in currency pairs [added: or other exposures such as interest rates] which may significantly reduce the potential loss in value.

At December 31, [removed: 2016] [added: 2017] our most significant foreign currency exposures were the [removed: Euro/British Pound,] U.S. Dollar/Canadian Dollar, [removed: Euro/U.S. Dollar,] U.S. Dollar/Mexican Peso, [removed: Euro/South Korean Won] [added: Euro/U.S. Dollar, U.S. Dollar/Chinese Yuan, Australian Dollar/U.S. Dollar] and U.S. [removed: Dollar/South Korean Won.][added: Dollar/Argentine Peso.]

[removed: At December 31, 2016 such] [added: Such] contracts had remaining maturities of up to 12 [removed: months.][added: months at December 31, 2017.]

[removed: At December 31, 2016 and 2015 the] [added: The] net fair value liability of financial instruments with exposure to foreign currency risk was [removed: $1.0] [added: $0.8] billion [added: at December 31, 2017] and [removed: $0.8 billion.][added: 2016.]

These amounts are calculated utilizing a population of foreign currency exchange [removed: derivatives, embedded] derivatives and foreign currency denominated debt and exclude the offsetting effect of foreign currency cash, cash equivalents and other assets.

The potential loss in fair value for such financial instruments from a 10% adverse change in all quoted foreign currency exchange rates would have been [removed: $0.2] [added: $0.1] billion and [removed: $0.3] [added: $0.2] billion at December 31, [removed: 2016] [added: 2017] and [removed: 2015.][added: 2016.]

The following table summarizes the amounts of automotive foreign currency translation and transaction and remeasurement [added: (gains)] losses:

| Translation [added: (gains)] losses recorded in Accumulated other comprehensive loss | $ | [removed: 176] [added: (275] | [added: )] | | $ | [removed: 302] [added: 176] | |

| Transaction and remeasurement losses recorded in earnings | $ | [removed: 345] [added: 9] | | | $ | [removed: 813] [added: 4] | |

[removed: At December 31, 2016 and 2015 we] [added: We] did not have any interest rate swap positions to manage interest rate exposures in our automotive [removed: operations.][added: operations at December 31, 2017 and 2016.]

[removed: At December 31, 2016 and 2015 the] [added: The] fair value liability of debt and capital leases was [removed: $11.6] [added: $15.1] billion and [removed: $9.1 billion.][added: $11.4 billion at December 31, 2017 and 2016.]

The potential increase in fair value resulting from a 10% decrease in quoted interest rates would have been [removed: $0.5] [added: $0.7] billion and [removed: $0.4] [added: $0.5] billion at December 31, [removed: 2016] [added: 2017] and [removed: 2015.][added: 2016.]

[removed: At December 31, 2016 and 2015 we] [added: We] had marketable securities of [removed: $11.8] [added: $8.3] billion and [removed: $7.6] [added: $11.8] billion classified as available-for-sale [removed: and an insignificant amount] [added: at December 31, 2017] and [removed: $0.6 billion classified as trading.][added: 2016.]

The potential decrease in fair value from a 50 basis point increase in interest rates would have had an insignificant effect at December 31, [removed: 2016] [added: 2017] and [removed: 2015.][added: 2016.]

The variable rate debt is subject to adjustments to reflect [added: prevailing market interest rates.]

GM Financial had [removed: interest rate] [added: foreign currency] swaps [removed: and caps] in asset positions with notional amounts of [removed: $22.7] [added: $2.8] billion and [removed: $10.4 billion] [added: an insignificant amount] and in liability positions with notional amounts of [removed: $29.5 billion] [added: an insignificant amount] and [removed: $13.9] [added: $0.8] billion at December 31, [removed: 2016] [added: 2017] and [removed: 2015.][added: 2016.]

The fair value of these derivative financial instruments [removed: in asset positions] was [removed: insignificant and in liability positions was $341 million and insignificant at December 31, 2016 and 2015.][added: insignificant.]

[removed: GM Financial] [added: We] had foreign currency [removed: swaps] [added: derivatives] in asset positions with notional amounts of [removed: $1.6] [added: $2.8] billion and [removed: $1.5] [added: $5.3] billion and in liability positions with notional amounts of [removed: $910 million] [added: $1.2 billion] and [removed: an insignificant amount] [added: $0.5 billion] at December 31, [removed: 2016] [added: 2017] and [removed: 2015.][added: 2016.]

The following table summarizes GM Financial's foreign currency translation and transaction and remeasurement [added: (gains)] losses:

| Translation [added: (gains)] losses recorded in Accumulated other comprehensive loss | $ | [removed: 144] [added: (474] | [added: )] | | $ | [removed: 669] [added: 144] | |

| Transaction and remeasurement losses recorded in earnings | $ | [removed: 13] [added: 43] | | | $ | [removed: 16] [added: 225] | |

[added: To the shareholders and the Board of Directors of] General Motors [removed: Company, its Directors, and Stockholders:][added: Company:]

We have audited the accompanying Consolidated Balance Sheets of General Motors Company and subsidiaries (the "Company") as of December 31, [removed: 2016 and 2015,] [added: 2017] and [added: 2016,] the related Consolidated Statements of Income, Comprehensive Income, Cash Flows, and Equity for each of the three years in the period ended December 31, [removed: 2016.][added: 2017, and the related notes (collectively referred to as the "financial statements").]

We [removed: also] have audited the [removed: Company's] internal control over financial reporting [added: of General Motors Company and subsidiaries (the "Company")] as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control [removed: -] [added: –] Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission (COSO).]

The [removed: Company's] [added: Company’s] management is responsible for [removed: these financial statements, for] maintaining effective internal control over financial [removed: reporting,] [added: reporting] and for its assessment of the effectiveness 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 [removed: these financial statements and an opinion on] the [removed: Company's] [added: Company’s] internal control over financial reporting based on our [removed: audits.][added: audit.]

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether [removed: the financial statements are free of material misstatement and whether] effective internal control over financial reporting was maintained in all material respects.

Our audits [removed: of the financial statements] [added: also] included [removed: examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing] [added: evaluating] the accounting principles used and significant estimates made by management, [removed: and] [added: as well as] evaluating the overall [added: presentation of the] financial [removed: statement presentation.][added: statements.]

Our audit [removed: of internal control over financial reporting] included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, [removed: and] testing and evaluating the design and operating effectiveness of internal control based on the assessed [removed: risk.][added: risk, and performing such other procedures as we considered necessary in the circumstances.]

We believe that our [removed: audits] [added: audit] provides a reasonable basis for our [removed: opinions.][added: opinion.]

A company’s internal control over financial reporting is a process designed [removed: by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Also, projections of any evaluation of [removed: the] effectiveness [removed: of the internal control over financial reporting] to future periods are subject to the risk that [removed: the] controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the [removed: consolidated] financial statements [removed: referred to above] present fairly, in all material respects, the financial position of [removed: General Motors] [added: the] Company [removed: and subsidiaries] as of December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended December 31, [removed: 2016,] [added: 2017,] in conformity with accounting principles generally accepted in the United States of America.

[removed: Also, in] [added: In] our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on [removed: the] criteria established in Internal Control [removed: -] [added: –] Integrated Framework (2013) issued by [removed: the Committee of Sponsoring Organizations of the Treadway Commission.][added: COSO.]

| | 2017 | | | | 2016 | | |

Quantitative Disclosure We have historically presented a quantitative measure of our interest rate risk in a tabular disclosure of our interest-sensitive assets and liabilities.

With the expansion of our International and North America Asset Liability Committees in 2015 to incorporate more asset-liability management strategies, we now measure the sensitivity of our net interest income to changes in interest rates by using interest rate scenarios that assume a hypothetical, instantaneous parallel shift of one hundred basis points in all interest rates across all maturities, as well as a base case that assumes that rates perform at the current market forward curve.

However, interest rate changes are rarely instantaneous or parallel and rates could move more or less than the one percentage point assumed in our analysis.

Therefore, the actual impact to economic value of equity could be higher or lower than the results detailed in the table below.

These interest rate scenarios are purely hypothetical and do not represent our view of future interest rate movements.

Under these interest rate scenarios, we are asset-sensitive, meaning that we expect more assets than liabilities to re-price within the next twelve months.

During a period of rising interest rates, the interest earned on our assets will increase more than the interest paid on our debt, which would initially increase our net interest income.

During a period of falling interest rates, we would expect

our net interest income to initially decrease.

The following table presents our net interest income sensitivity to interest rate movement:

| | 2017 | | | | 2016 | | |

| One hundred basis points instantaneous increase in interest rates | $ | 19.4 | | | $ | (43.9 | ) |

| One hundred basis points instantaneous decrease in interest rates(a) | $ | (19.4 | ) | | $ | 43.9 | |

__________

| | |

| --- | --- |

| (a) | Net interest income sensitivity given a one hundred basis point decrease in interest rates requires an assumption of negative interest rates in markets where existing interest rates are below one percent. |

Additional Model Assumptions The sensitivity analysis presented is our best estimate of the effect of the hypothetical interest rate scenarios; however, our actual results could differ.

Our estimates are also based on assumptions including the amortization and prepayment of the finance receivable portfolio, originations of finance receivables and leases, refinancing of maturing debt, replacement of maturing derivatives and exercise of options embedded in debt and derivatives.

Our prepayment projections are based on historical experience.

If interest rates or other factors change, our actual prepayment experience could be different than projected.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| | Years Ended December 31, | | | | | | |

| | 2017 | | | | 2016 | | |

Opinion on Internal Control over Financial Reporting

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017, of the Company and our report dated February 6, 2018 expressed an unqualified opinion on those financial statements.

Basis for Opinion

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Definition and Limitations of Internal Control over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

| February 6, 2018 |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Opinion on the Financial Statements

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 6, 2018 expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Directors in its oversight of our financial and risk management strategies.

| | 2016 | | | | 2015 | | |

prevailing market interest rates.

The following table summarizes GM Financial's interest rate sensitive assets and liabilities, excluding derivatives, by year of expected maturity and the fair value of those assets and liabilities at December 31, 2016:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | 2017 | | | | 2018 | | | | 2019 | | | | 2020 | | | | 2021 | | | | Thereafter | | | | Fair Value | | |

| Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Retail finance receivables | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Principal amounts | $ | 12,978 | | | $ | 9,169 | | | $ | 5,866 | | | $ | 3,189 | | | $ | 1,425 | | | $ | 559 | | | $ | 32,067 | |

| Weighted-average annual percentage rate | 8.26 | | % | | 8.17 | | % | | 8.10 | | % | | 8.05 | | % | | 8.28 | | % | | 10.51 | | % | | | | |

| Commercial finance receivables | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Principal amounts | $ | 10,395 | | | $ | 109 | | | $ | 103 | | | $ | 96 | | | $ | 157 | | | $ | 136 | | | $ | 10,672 | |

| Weighted-average annual percentage rate | 5.06 | | % | | 4.13 | | % | | 4.14 | | % | | 4.16 | | % | | 4.20 | | % | | 4.14 | | % | | | | |

| Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Secured Debt: | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Credit facilities | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Principal amounts | $ | 8,582 | | | $ | 873 | | | $ | 314 | | | $ | 41 | | | $ | 7 | | | $ | — | | | $ | 9,812 | |

| Weighted-average interest rate | 2.60 | | % | | 5.56 | | % | | 5.78 | | % | | 9.48 | | % | | 8.65 | | % | | — | | % | | | | |

| Securitization notes | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Principal amounts | $ | 12,686 | | | $ | 10,700 | | | $ | 4,566 | | | $ | 1,223 | | | $ | 341 | | | $ | — | | | $ | 29,545 | |

| Weighted-average interest rate | 1.94 | | % | | 2.10 | | % | | 2.38 | | % | | 2.85 | | % | | 2.80 | | % | | — | | % | | | | |

| Unsecured Debt: | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Senior notes | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Principal amounts | $ | 2,854 | | | $ | 3,086 | | | $ | 5,877 | | | $ | 4,650 | | | $ | 4,750 | | | $ | 7,791 | | | $ | 29,182 | |

| Weighted-average interest rate | 3.48 | | % | | 3.08 | | % | | 2.65 | | % | | 3.02 | | % | | 3.83 | | % | | 3.81 | | % | | | | |

| Credit facilities and other unsecured debt | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Principal amounts | $ | 4,474 | | | $ | 1,081 | | | $ | 474 | | | $ | — | | | $ | — | | | $ | — | | | $ | 6,038 | |

| Weighted-average interest rate | 6.23 | | % | | 6.13 | | % | | 3.03 | | % | | — | | % | | — | | % | | — | | % | | | | |

The impact of GM Financial's discount rate, prepayment and credit loss assumptions is consistent with assumptions applied to interest rate sensitive assets and liabilities reported at December 31, 2015.

GM Financial estimates the realization of finance receivables in future periods using discount rate, prepayment and credit loss assumptions similar to its historical experience.

Credit facilities and securitization notes payable amounts have been classified based on expected payoff.

Senior notes principal amounts have been classified based on maturity.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.

| February 7, 2017 |

Automotive Our automotive operations meet the demands of our customers through our automotive segments: [removed: GM North America (GMNA), GM Europe (GME), GM International Operations (GMIO)] [added: GMNA] and [removed: GM South America (GMSA).][added: GMI.]

[removed: GM primarily] [added: GMNA] meets the demands of customers in North America with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands.

[removed: GM] [added: GMI] primarily meets the demands of customers outside North America with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet, [removed: GMC, Holden, Opel] [added: GMC] and [removed: Vauxhall] [added: Holden] brands.

We also have equity ownership stakes in [removed: regional joint ventures (JVs), which] [added: entities that] meet the demands of customers in [removed: Asia] [added: other countries, primarily in China,] with vehicles developed, manufactured and/or marketed under the Baojun, Buick, Cadillac, Chevrolet, Jiefang and Wuling brands.

In the year ended December 31, [removed: 2016, 46.3%] [added: 2017 39%] of our wholesale vehicle sales volume was generated outside the U.S. The following table summarizes total wholesale vehicle sales of new vehicles by automotive segment (vehicles in thousands):

| | [removed: 2016] [added: 2017] | | | | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2014] [added: 2015] | | | | |

In countries where retail vehicle sales data is not readily [removed: available] [added: available,] other data [removed: sources,] [added: sources] such as wholesale or forecast [removed: volumes,] [added: volumes] are used to estimate retail vehicle sales to end customers.

Retail vehicle sales data includes vehicles used by dealers under courtesy transportation programs and vehicles sold through the dealer registration [removed: channel] [added: channel,] primarily in Europe.

| | [removed: 2016] [added: 2017] | | | | | | | | | [removed: 2015] [added: 2016] | | | | | | | | | [removed: 2014] [added: 2015] | | | | | | | |

| China(b) | [removed: 28,270] [added: 28,250] | | | [removed: 3,914] [added: 4,041] | | | [removed: 13.8] [added: 14.3] | % | | [removed: 25,050] [added: 28,274] | | | [removed: 3,730] [added: 3,914] | | | [removed: 14.9] [added: 13.8] | % | | [removed: 24,035] [added: 25,050] | | | [removed: 3,540] [added: 3,730] | | | [removed: 14.7] [added: 14.9] | % |

| Brazil | [removed: 2,048] [added: 2,239] | | | [removed: 346] [added: 394] | | | [removed: 16.9] [added: 17.6] | % | | [removed: 2,568] [added: 2,050] | | | [removed: 388] [added: 346] | | | [removed: 15.1] [added: 16.9] | % | | [removed: 3,498] [added: 2,568] | | | [removed: 579] [added: 388] | | | [removed: 16.6] [added: 15.1] | % |

| Total United States | [removed: 17,882] [added: 17,567] | | | [removed: 3,043] [added: 3,002] | | | [removed: 17.0] [added: 17.1] | % | | [removed: 17,854] [added: 17,886] | | | [removed: 3,082] [added: 3,043] | | | [removed: 17.3] [added: 17.0] | % | | [removed: 16,859] [added: 17,864] | | | [removed: 2,935] [added: 3,082] | | | [removed: 17.4] [added: 17.3] | % |

| SGMS | | | | [removed: 1,806] [added: 1,906] | | | | | | | | | [removed: 1,711] [added: 1,806] | | | | | | | | | [removed: 1,710] [added: 1,711] | | | | |

| SGMW and FAW-GM | | | | [removed: 2,108] [added: 2,135] | | | | | | | | | [removed: 2,019] [added: 2,108] | | | | | | | | | [removed: 1,830] [added: 2,019] | | | | |

| Total China | [removed: 28,270] [added: 28,250] | | | [removed: 3,914] [added: 4,041] | | | [removed: 13.8] [added: 14.3] | % | | [removed: 25,050] [added: 28,274] | | | [removed: 3,730] [added: 3,914] | | | [removed: 14.9] [added: 13.8] | % | | [removed: 24,035] [added: 25,050] | | | [removed: 3,540] [added: 3,730] | | | [removed: 14.7] [added: 14.9] | % |

| (b) | 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 Light Duty Commercial Vehicle Co., Ltd. (FAW-GM). [removed: Wholesale] [added: In the three months ended March 31, 2017 we began using estimated vehicle registrations data as the basis for calculating industry volume and market share in China. In the years ended December 31, 2016 and 2015 wholesale] volumes were used for Industry, GM and Market Share. Our retail sales in China were [removed: 3,871, 3,613] [added: 3,871] and [removed: 3,435] [added: 3,613] in the years ended December 31, [removed: 2016, 2015 and 2014. In 2017, we will begin using vehicle registrations data as the basis for calculating industry volume] [added: 2016] and [removed: market share in China on a prospective basis.] [added: 2015.] |

| [removed: (c)] [added: (d)] | We do not currently export vehicles to Cuba, Iran, North Korea, Sudan or Syria. Accordingly these countries are excluded from industry sales data and corresponding calculation of market share. |

In the year ended December 31, [removed: 2016] [added: 2017] we estimate we had the largest market share in North America and South America, [added: and] the number three market share in the Asia/Pacific, Middle East and Africa region, which included the number two market share in [removed: China, and the number eight market share in Europe.][added: China.]

| | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | |

| GMNA | [removed: 707] [added: 691] | | | [removed: 795] [added: 707] | | | [removed: 814] [added: 795] | |

| Fleet sales as a percentage of total retail vehicle sales | [removed: 17.8] [added: 13.8] | % | | [removed: 18.1] [added: 13.9] | % | | [removed: 19.2] [added: 14.2] | % |

The following table summarizes [removed: U.S.] [added: United States] fleet sales (vehicles in thousands):

| Daily rental sales | [removed: 327] [added: 282] | | | [removed: 400] [added: 327] | | | [removed: 449] [added: 400] | |

| Other fleet sales | [removed: 269] [added: 296] | | | [removed: 278] [added: 269] | | | [removed: 255] [added: 278] | |

| Total fleet sales | [removed: 596] [added: 578] | | | [removed: 678] [added: 596] | | | [removed: 704] [added: 678] | |

The level of incentives is dependent [removed: in large part] upon the level of competition in the markets in which we operate and the level of demand for our products.

The market for vehicles depends [added: in part] on general economic conditions, credit availability and consumer spending.

Relationship with Dealers We market vehicles [added: and automotive parts] worldwide primarily through a network of independent authorized retail dealers.

| | December 31, [removed: 2016] [added: 2017] | | | December 31, [removed: 2015] [added: 2016] | | | December 31, [removed: 2014] [added: 2015] | |

| GMNA | [removed: 4,857] [added: 4,809] | | | [removed: 4,886] [added: 4,857] | | | [removed: 4,908] [added: 4,886] | |

We and our joint ventures enter into a contract with each authorized dealer agreeing to sell to the dealer one or more specified product lines at wholesale prices and granting the dealer the right to sell those vehicles to retail customers from an approved [added: location.]

Our dealers often offer more than one GM brand at a single dealership in a number of our [removed: markets in order to enhance dealer profitability.][added: markets.]

In addition to the terms of our contracts with our dealers we are regulated by various country and state franchise laws [added: and regulations] that may supersede those contractual terms and impose specific regulatory requirements and standards for initiating dealer network changes, pursuing terminations for cause and other contractual matters.

Research, Product and Business Development and Intellectual Property Costs for research, manufacturing engineering, product engineering and design and development activities relate primarily to developing new products or services or improving existing products or services including activities related to vehicle [added: and greenhouse gas (GHG)] emissions control, improved fuel economy, [added: electrification, autonomous vehicles,] the safety of drivers and passengers, [removed: urban mobility] and [removed: autonomous vehicles.][added: urban mobility.]

[removed: In the years ended December 31, 2016, 2015 and 2014 research] [added: Research] and development expenses were [removed: $8.1] [added: $7.3] billion, [removed: $7.5] [added: $6.6] billion and [removed: $7.4 billion.][added: $6.0 billion in the years ended December 31, 2017, 2016 and 2015.]

Global teams in Design, Program Management, Component & Subsystem Engineering, Product Integrity, Safety, Propulsion [added: Systems] and Purchasing & Supply Chain collaborate to meet customer requirements and maximize global economies of scale.

Our global vehicle architecture development [removed: has been consolidated and] [added: is] headquartered at our Global Technical Center in Warren, [removed: Michigan, to further the standardization of our overall vehicle development process.][added: Michigan.]

Hybrid, Plug-In, Extended Range and Battery Electric Vehicles We are investing in multiple technologies offering increasing levels of vehicle electrification including eAssist, plug-in hybrid, full hybrid, extended range and [added: zero emission] battery electric [removed: vehicles.][added: vehicles that are part of our long-term strategy to reduce petroleum consumption and GHG emissions.]

We currently offer [removed: six] [added: seven] models in the U.S. featuring some form of electrification and continue to develop plug-in hybrid electric vehicle technology and extended range electric vehicles such as the Chevrolet [removed: Volt.][added: Volt and Bolt EV.]

[added: Car- and Ride-Sharing Our car-sharing brand] Maven gives customers access to highly personalized, on-demand mobility services.

On July 31, 2017 we closed the sale of the Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business) to Peugeot, S.A. (PSA Group).

On October 31, 2017 we closed the sale of the European financing subsidiaries and branches (the Fincos, and together with the Opel/Vauxhall Business, the European Business) to Banque PSA Finance S.A. and BNP Paribas Personal Finance S.A. The European Business was previously reported as our GM Europe (GME) segment and part of GM Financial.

The European Business is presented as discontinued operations in our consolidated financial statements for all periods presented.

The assets and liabilities of the European Business are presented as held for sale in our consolidated financial statements as of December 31, 2016.

Unless otherwise indicated, information in this report relates to our continuing operations.

Segment Reporting Data During the three months ended December 31, 2017, we changed our automotive segments as a result of changes in our organizational structure and the evolution of our business resulting from the sale of the Opel/Vauxhall Business and the various strategic actions taken in the GM International Operations (GMIO) region.

As a result, our GM South America (GMSA) and GMIO operating segments are now reported as one, combined reportable international segment, GM International (GMI).

Our GM North America (GMNA) and GM Financial segments were not impacted.

All periods presented have been recast to reflect the changes.

| GMNA(a) | 3,511 | | | 73.5 | % | | 3,958 | | | 75.9 | % | | 3,558 | | | 72.2 | % |

| GMI(b) | 1,267 | | | 26.5 | % | | 1,255 | | | 24.1 | % | | 1,372 | | | 27.8 | % |

| Total | 4,778 | | | 100.0 | % | | 5,213 | | | 100.0 | % | | 4,930 | | | 100.0 | % |

| | | | | | | | | | | | | | | | | | |

| Discontinued operations | 696 | | | | | | 1,199 | | | | | | 1,140 | | | | |

| (a) | Wholesale vehicle sales related to transactions with the European Business were insignificant for the years ended December 31, 2017, 2016 and 2015. |

| (b) | Wholesale vehicle sales include 131, 128 and 181 vehicles related to the transactions with the European Business for the years ended December 31, 2017, 2016 and 2015. |

| United States | 17,567 | | | 3,002 | | | 17.1 | % | | 17,886 | | | 3,043 | | | 17.0 | % | | 17,864 | | | 3,082 | | | 17.3 | % |

| Other | 3,981 | | | 574 | | | 14.4 | % | | 3,993 | | | 587 | | | 14.7 | % | | 3,666 | | | 530 | | | 14.5 | % |

| Total North America(a) | 21,548 | | | 3,576 | | | 16.6 | % | | 21,879 | | | 3,630 | | | 16.6 | % | | 21,530 | | | 3,612 | | | 16.8 | % |

| Other(c) | 21,067 | | | 629 | | | 3.0 | % | | 20,599 | | | 720 | | | 3.5 | % | | 21,391 | | | 899 | | | 4.2 | % |

| Total Asia/Pacific, Middle East and Africa(a) | 49,317 | | | 4,670 | | | 9.5 | % | | 48,873 | | | 4,634 | | | 9.5 | % | | 46,441 | | | 4,629 | | | 10.0 | % |

| Other | 1,927 | | | 275 | | | 14.3 | % | | 1,623 | | | 237 | | | 14.6 | % | | 1,619 | | | 257 | | | 15.9 | % |

| Total South America(a) | 4,166 | | | 669 | | | 16.1 | % | | 3,673 | | | 583 | | | 15.9 | % | | 4,187 | | | 645 | | | 15.4 | % |

| Total in GM markets | 75,031 | | | 8,915 | | | 11.9 | % | | 74,425 | | | 8,847 | | | 11.9 | % | | 72,158 | | | 8,886 | | | 12.3 | % |

| Total Europe | 19,149 | | | 685 | | | 3.6 | % | | 18,620 | | | 1,161 | | | 6.2 | % | | 17,463 | | | 1,099 | | | 6.3 | % |

| Total Worldwide(d) | 94,180 | | | 9,600 | | | 10.2 | % | | 93,045 | | | 10,008 | | | 10.8 | % | | 89,621 | | | 9,985 | | | 11.1 | % |

| Cars | 6,145 | | | 709 | | | 11.5 | % | | 6,897 | | | 890 | | | 12.9 | % | | 7,475 | | | 931 | | | 12.5 | % |

| Trucks | 5,039 | | | 1,328 | | | 26.4 | % | | 4,911 | | | 1,325 | | | 27.0 | % | | 4,675 | | | 1,274 | | | 27.2 | % |

| Crossovers | 6,383 | | | 965 | | | 15.1 | % | | 6,078 | | | 828 | | | 13.6 | % | | 5,714 | | | 877 | | | 15.4 | % |

__________

| (a) | Sales of Opel/Vauxhall outside of Europe were insignificant in the years ended December 31, 2017, 2016 and 2015. |

| | |

| --- | --- |

| | |

| --- | --- |

| (c) | Includes Industry and GM sales in India and South Africa. As of December 31, 2017 we have ceased sales of Chevrolet for the domestic markets in India and South Africa. |

| | |

| --- | --- |

| GMI | 541 | | | 527 | | | 468 | |

| Total fleet sales | 1,232 | | | 1,234 | | | 1,263 | |

| GMNA | 3,958 | | | 63.4 | % | | 3,558 | | | 60.5 | % | | 3,320 | | | 55.0 | % |

| GME | 1,162 | | | 18.6 | % | | 1,127 | | | 19.2 | % | | 1,172 | | | 19.4 | % |

| GMIO | 559 | | | 8.9 | % | | 588 | | | 10.0 | % | | 655 | | | 10.9 | % |

| GMSA | 568 | | | 9.1 | % | | 603 | | | 10.3 | % | | 886 | | | 14.7 | % |

| Worldwide | 6,247 | | | 100.0 | % | | 5,876 | | | 100.0 | % | | 6,033 | | | 100.0 | % |

GENERAL MOTORS COMPANY AND SUBSIDIARIES

| United States | 17,882 | | | 3,043 | | | 17.0 | % | | 17,854 | | | 3,082 | | | 17.3 | % | | 16,859 | | | 2,935 | | | 17.4 | % |

| Other | 3,989 | | | 587 | | | 14.7 | % | | 3,650 | | | 531 | | | 14.5 | % | | 3,375 | | | 478 | | | 14.2 | % |

| Total North America | 21,871 | | | 3,630 | | | 16.6 | % | | 21,504 | | | 3,613 | | | 16.8 | % | | 20,234 | | | 3,413 | | | 16.9 | % |

| Europe | | | | | | | | | | | | | | | | | | | | | | | | | | |

| United Kingdom | 3,121 | | | 289 | | | 9.3 | % | | 3,063 | | | 312 | | | 10.2 | % | | 2,845 | | | 305 | | | 10.7 | % |

| Germany | 3,709 | | | 260 | | | 7.0 | % | | 3,540 | | | 244 | | | 6.9 | % | | 3,357 | | | 237 | | | 7.1 | % |

| Other | 13,379 | | | 658 | | | 4.9 | % | | 12,704 | | | 620 | | | 4.9 | % | | 12,503 | | | 719 | | | 5.7 | % |

| Total Europe(a) | 20,209 | | | 1,207 | | | 6.0 | % | | 19,307 | | | 1,176 | | | 6.1 | % | | 18,705 | | | 1,261 | | | 6.7 | % |

| Other | 18,905 | | | 673 | | | 3.6 | % | | 19,527 | | | 795 | | | 4.1 | % | | 19,722 | | | 840 | | | 4.3 | % |

| Total Asia/Pacific, Middle East and Africa | 47,175 | | | 4,587 | | | 9.7 | % | | 44,577 | | | 4,525 | | | 10.2 | % | | 43,757 | | | 4,380 | | | 10.0 | % |

| Other | 1,623 | | | 238 | | | 14.6 | % | | 1,616 | | | 257 | | | 15.9 | % | | 1,815 | | | 299 | | | 16.5 | % |

| Total South America | 3,671 | | | 584 | | | 15.9 | % | | 4,184 | | | 645 | | | 15.4 | % | | 5,313 | | | 878 | | | 16.5 | % |

| Total Worldwide(c) | 92,926 | | | 10,008 | | | 10.8 | % | | 89,572 | | | 9,959 | | | 11.1 | % | | 88,009 | | | 9,932 | | | 11.3 | % |

| Cars | 6,895 | | | 890 | | | 12.9 | % | | 7,483 | | | 931 | | | 12.4 | % | | 7,617 | | | 1,085 | | | 14.2 | % |

| Trucks | 5,464 | | | 1,325 | | | 24.2 | % | | 5,181 | | | 1,274 | | | 24.6 | % | | 4,754 | | | 1,113 | | | 23.4 | % |

| Crossovers | 5,523 | | | 828 | | | 15.0 | % | | 5,190 | | | 877 | | | 16.9 | % | | 4,488 | | | 737 | | | 16.4 | % |

| (a) | Our Europe sales include Opel and Vauxhall sales of 1,159, 1,113 and 1,078, and market share of 5.7%, 5.8% and 5.8% in the years ending December 31, 2016, 2015 and 2014. |

In the year ended December 31, 2016 the Asia/Pacific, Middle East and Africa region was our largest region by retail vehicle sales volume and represented 45.8% of our global retail vehicle sales.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| GME | 551 | | | 544 | | | 505 | |

| GMIO | 369 | | | 345 | | | 414 | |

| GMSA | 157 | | | 121 | | | 176 | |

| Total fleet sales | 1,784 | | | 1,805 | | | 1,909 | |

| Fleet sales as a percentage of total U.S. retail vehicle sales | | | | | | | | |

| Cars | 24.9 | % | | 29.3 | % | | 29.5 | % |

| Trucks | 19.2 | % | | 19.7 | % | | 21.8 | % |

| Crossovers | 14.6 | % | | 17.5 | % | | 19.1 | % |

| Total vehicles | 19.6 | % | | 22.0 | % | | 24.0 | % |

In 2017 we plan to continue to price vehicles competitively, including offering incentives as required.

We believe this strategy, coupled with sound inventory management, will continue to strengthen our brands.

| GME | 6,104 | | | 6,330 | | | 6,633 | |

| GMIO | 7,232 | | | 7,755 | | | 7,699 | |

| GMSA | 1,259 | | | 1,281 | | | 1,272 | |

Refer to the discussion in the Litigation-Related Liability and Tax Administrative Matters section in Note [removed: 15] [added: 17] to our consolidated financial statements for information relating to legal proceedings.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

For the fiscal year ended December 31, [removed: 2016][added: 2017]

[removed: ][added: ]

| Common Stock | New York Stock [removed: Exchange/Toronto Stock] Exchange |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company or an emerging growth] company.

See [removed: definition] [added: the definitions] of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer”,] “small reporting company” [added: and "emerging growth company"] in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ [added: Emerging growth company ¨]

[removed: Do] [added: (Do] not check if a smaller reporting [removed: company][added: company)]

The aggregate market value of the voting stock held by non-affiliates of the registrant (assuming only for purposes of this computation that directors and executive officers may be affiliates) was approximately [removed: $44.1] [added: $51.2] billion as of June 30, [removed: 2016.][added: 2017.]

As of January [removed: 31, 2017] [added: 30, 2018] the number of shares outstanding of common stock was [removed: 1,497,964,557] [added: 1,402,630,363] shares.

| Item 1. | Business | | [removed: [1](#s1C127852F51C5FD2B37FAF99DE716424)] [added: [1](#sC764737D14AC58F2A4C98D6C886D8517)] |

| Item 1A. | Risk Factors | | [removed: [11](#sFFA949018047579D8DF027861C50E001)] [added: [10](#sA5C7F58414BB56F6B4A51545DAF08BF8)] |

| Item 1B. | Unresolved Staff Comments | | [removed: [16](#s3FCC5EB0F6715DED91863D5592CFE020)] [added: [16](#sE265D48206E35FD2BCE9CE086DC48AEF)] |

| Item 2. | Properties | | [removed: [16](#s41988731942E519EAB3CBE832F41E047)] [added: [16](#sCF43468644425EE2B3DBB6136EA5AEC7)] |

| Item 3. | Legal Proceedings | | [removed: [16](#s4BAF85A09E1A5538A6675B134C4D4CDC)] [added: [16](#sBC776728BB9E532CAFC38D0927F000F9)] |

| Item 4. | Mine Safety Disclosures | | [removed: [17](#sF721031A791851FE88188ABD1524488F)] [added: [16](#s12C831A330DA53D589679013BCB3522E)] |

| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | [removed: [17](#s7DAFD9A398365F179518FCC0F74A905E)] [added: [17](#s7743AFF942C75ECFBCD73BD192D66E59)] |

| Item 6. | Selected Financial Data | | [removed: [18](#s77163BF4F9F55588AFB0DDB0E3AF453F)] [added: [17](#s0AA174D1159B51FA8497F23E7961D044)] |

| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | [removed: [18](#sEF5090AA614650A1952CCF24974E1FA0)] [added: [18](#sF26477147451557D9E9FF47CC8659894)] |

| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | | [removed: [40](#s09F943A6D2245D9F9A4B6DDDCCDA1C4F)] [added: [41](#s10A4FCCF2A2A565DAB2B03EE9CD53A52)] |

| Item 8. | Financial Statements and Supplementary Data | | [removed: [45](#sC6688D104C8D5A4E9D688A07C11FDDEB)] [added: [46](#s01A9745A022F569AAE17F724732D738D)] |

| | Consolidated Income Statements | | [removed: [45](#s4C0E31EFFD2F583CB1E2A99FA31CF35B)] [added: [46](#s7C53E747D96A5DE58F0B961D5CEFC148)] |

| | Consolidated Statements of Comprehensive Income | | [removed: [45](#s4C0E31EFFD2F583CB1E2A99FA31CF35B)] [added: [46](#s7C53E747D96A5DE58F0B961D5CEFC148)] |

| | Consolidated Balance Sheets | | [removed: [46](#s9406AEA83EED5A77861B4F562FCCFF54)] [added: [47](#s80A87A0632F45E18A8C37A56FF610153)] |

| | Consolidated Statements of Cash Flows | | [removed: [47](#s22EAB899B6345829BF13AEFD6087FA6C)] [added: [48](#s43FDF008B3155B2CBEFCAA09476B6710)] |

| | Consolidated Statements of Equity | | [removed: [48](#sC194FA4F391B58769D0DA195F178D5AD)] [added: [49](#sAEEB1139ADAD5D659C5CA8D2C0483E7F)] |

| | Notes to Consolidated Financial Statements | | [removed: [49](#sB68FF2A87EE05B77B02DC834A8F737E0)] [added: [50](#s62FB162E99FF5BDFB532CFD4AFCDA745)] |

| | Note 1. | Nature of Operations and Basis of Presentation | [removed: [49](#sB68FF2A87EE05B77B02DC834A8F737E0)] [added: [50](#s62FB162E99FF5BDFB532CFD4AFCDA745)] |

| | Note 2. | Significant Accounting Policies | [removed: [49](#sBE1CE72BF5BF5557B837ECB02D48054C)] [added: [50](#sF8316F08E1F6596F82F11B0BC0698438)] |

| | Note [removed: 3.] [added: 4.] | Marketable Securities | [removed: [56](#s032a9f65ce484bb880bf52093b4b38a2)] [added: [59](#s57423688F99C5407867D26872B0674AF)] |

| | Note [removed: 4.] [added: 5.] | GM Financial Receivables | [removed: [58](#sAD4E5036B8A85F17885D1F62B6A325F9)] [added: [61](#s2284E518337A5CBD95F01CCD335A8BD6)] |

| | Note [removed: 5.] [added: 6.] | Inventories | [removed: [59](#s0E96DB047B775A2A85DDA2EFF7C362D4)] [added: [62](#s3722CF0B9D22515A8D88F45F2DB68BBF)] |

| | Note [removed: 6.] [added: 7.] | Equipment on Operating Leases | [removed: [59](#sF1166D23C72252CCBCC22BECE98DD10F)] [added: [62](#s0A3B23F82DE0596C9227786FB900E66E)] |

| | Note [removed: 7.] [added: 8.] | Equity in Net Assets of Nonconsolidated Affiliates | [removed: [60](#s87B4C5687F895ECD9E4615336BEF5DA1)] [added: [63](#s2FFDBC24FD465254A9DD1C18F827BDC9)] |

| | Note [removed: 8.] [added: 9.] | Property | [removed: [62](#sF70D77147FEC533B9437A1B99FF49075)] [added: [64](#sD299B084612A5F91BA06EBDE6DD85AEE)] |

| | Note [removed: 9.] [added: 10.] | Acquisition of Business | [removed: [62](#sFBF6765C1B555DCE88A27BB59AC720D1)] [added: [65](#s59B61093DE32532B866998BCD5FCD4C6)] |

| | Note [removed: 10.] [added: 11.] | Goodwill and Intangible Assets | [removed: [63](#s7475B9FC7AEC5350AA23A4B46EAC6431)] [added: [65](#s6C1252097CCD5DF9B2EC7F486B04BF15)] |

| | Note [removed: 11.] [added: 12.] | Variable Interest Entities | [removed: [63](#s928C91ECC60F5EF68433CDC986E71856)] [added: [66](#s146D61A8C2E157FDABDE189F8CCC52D1)] |

| | Note [removed: 12.] [added: 13.] | Accrued and Other Liabilities | [removed: [64](#s6AE4F58CBAA1542FB85E0C2F5147C49A)] [added: [66](#s05FE40DCF1FC5D46ABD87197B9079A5A)] |

| | Note [removed: 13.] [added: 14.] | Automotive and GM Financial Debt | [removed: [64](#sE18CE30BE87D575A998ECEB5C0A27AE4)] [added: [67](#s8FD45FAF012F5340A95B38CBFC4BE673)] |

| | Note [removed: 14.] [added: 16.] | Pensions and Other Postretirement Benefits | [removed: [67](#s6A003F76D29755B38311B751DD31A85F)] [added: [70](#s68F773EAFE905AA3909C17A9CE83537E)] |

10-K 1 gm201710k.htm 10-K

(313) 667-1500

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

| | Note 3. | Discontinued Operations | [57](#sFB94A627F2965722B1F0A5C39FB0BAC5) |

| | Note 15. | Derivative Financial Instruments | [69](#s6B8A2FBDEF815ED5B54B4CA8E98F01D5) |

| Item 16. | Form 10-K Summary | | [91](#s4dceb5c7cb834d9e8e76f6d9c4b1f1a5) |

| Signatures | | | [92](#sF3ACCBE45DD65242A4CCFB80439D0EDB) |

10-K 1 gm201610k.htm 10-K

(313) 556-5000

(Check one):

| | Note 18. | Interest Income and Other Non-Operating Income | [81](#s0F04B367D76853879C03DF5023389A62) |

| Signatures | | | [93](#s01fd9cd43b5741759bc67e026d27b1bf) |

At December 31, [removed: 2016] [added: 2017] we had over 100 locations in the [removed: U.S., excluding] [added: U.S. (excluding] our automotive financing operations and [removed: dealerships,] [added: dealerships)] which are primarily for manufacturing, assembly, distribution, warehousing, engineering and testing.

We have manufacturing, assembly, distribution, office or warehousing operations in [removed: 61] [added: 35] countries, including equity interests in associated companies which perform manufacturing, [removed: assembly,] [added: assembly] or distribution operations.

The major facilities outside the U.S., which are principally vehicle manufacturing and assembly operations, are located in Argentina, [removed: Australia,] Brazil, Canada, China, Colombia, Ecuador, [removed: Egypt, Germany, Kenya,] Mexico, [removed: Poland,] South [removed: Africa, South] Korea, [removed: Spain,] Thailand and [removed: the U.K.][added: Vietnam.]

GM Financial [added: owns or] leases facilities for administration and regional credit centers.

GM Financial has [removed: 50] [added: 39] facilities, of which [removed: 25] [added: 27] are located in the U.S. The major facilities outside the U.S. are located in Brazil, Canada, [removed: China, Germany, Mexico] [added: China] and [removed: the U.K.][added: Mexico.]

We, our [removed: subsidiaries,] [added: subsidiaries] or associated companies in which we own an equity [removed: interest,] [added: interest] own most of [removed: the above facilities.][added: these properties and/or lease a portion of these properties.]

Market Information Shares of our common stock [removed: have been] [added: are] publicly traded [removed: since November 18, 2010 when our common stock was listed and began trading] on the New York Stock [removed: Exchange and the Toronto Stock] Exchange.

The following table summarizes the quarterly price ranges of our common stock based on high and low prices from intraday trades on the New York Stock [removed: Exchange, the principal market on which the stock is traded:][added: Exchange:]

| First quarter | $ | [removed: 33.54] [added: 38.55] | | | $ | [removed: 26.69] [added: 33.79] | | | $ | [removed: 38.99] [added: 33.54] | | | $ | [removed: 32.36] [added: 26.69] | |

| Second quarter | $ | [removed: 33.41] [added: 35.40] | | | $ | [removed: 27.34] [added: 31.92] | | | $ | [removed: 37.45] [added: 33.41] | | | $ | [removed: 33.06] [added: 27.34] | |

| Third quarter | $ | [removed: 32.87] [added: 40.69] | | | $ | [removed: 27.52] [added: 34.45] | | | $ | [removed: 33.61] [added: 32.87] | | | $ | [removed: 24.62] [added: 27.52] | |

| Fourth quarter | $ | [removed: 37.74] [added: 46.76] | | | $ | [removed: 30.21] [added: 40.70] | | | $ | [removed: 36.88] [added: 37.74] | | | $ | [removed: 29.98] [added: 30.21] | |

Holders At January [removed: 31, 2017] [added: 30, 2018] we had [removed: 1.5] [added: 1.4] billion issued and outstanding shares of common stock held by [removed: 591] [added: 511] holders of record.

Our payment of dividends in the [removed: future] [added: future, as described further in "Liquidity and Capital Resources" in MD&A,] will depend on business conditions, our financial condition, earnings, liquidity and capital requirements and other factors.

Selected Financial Data for cash dividends declared on our common stock for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014.][added: 2015.]

Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended December 31, [removed: 2016:][added: 2017:]

| | Total Number of Shares Purchased(a) | | | [added: Weighted] Average Price Paid per Share | | | | Total Number of Shares Purchased Under Announced Programs(b) | | | Approximate Dollar Value of Shares That May Yet be Purchased Under Announced Programs |

| (a) | Shares purchased [removed: consist of: (1)] [added: include authorized] shares [removed: purchased under] [added: that were a part of] our [removed: previously announced common] stock repurchase [removed: program; (2)] [added: plan. In addition,] shares [added: purchased consist of shares] retained by us for the payment of the exercise price upon the exercise of [removed: warrants;] [added: warrants] and [removed: (3)] shares delivered by employees or directors to us for the payment of taxes resulting from issuance of common stock upon the vesting of Restricted Stock Units [removed: (RSUs)] [added: (RSUs), Performance Stock Units (PSUs)] and Restricted Stock Awards (RSAs) relating to compensation plans. [added: In June 2017 our shareholders approved the 2017 Long Term Incentive Plan which authorizes awards of stock options, stock appreciation rights, RSAs, RSUs, PSUs or other stock-based awards to selected employees, consultants, advisors, and non-employee Directors of the Company.] Refer to Note [removed: 21] [added: 22] to our consolidated financial statements for additional details on employee stock incentive plans and Note [removed: 19] [added: 20] to our consolidated financial statements for additional details on warrants [removed: issued.] [added: outstanding.] |

| (b) | In January [removed: 2016 our Board of Directors authorized the purchase of up to an additional $4 billion of our common stock under our previously announced common stock repurchase program before the end of 2017. In January] 2017 we announced that our Board of Directors had authorized the purchase of up to an additional $5 billion of our common stock with no expiration date. |

| | 2017 | | | | | | | | 2016 | | | | | | |

| October 1, 2017 through October 31, 2017 | 16,530,750 | | | $ | 44.72 | | | 16,381,375 | | | $4.3 billion |

| November 1, 2017 through November 30, 2017 | 18,779,333 | | | $ | 43.53 | | | 16,141,363 | | | $3.6 billion |

| December 1, 2017 through December 31, 2017 | 1,631,403 | | | $ | 42.97 | | | 1,550,706 | | | $3.5 billion |

| Total | 36,941,486 | | | $ | 44.04 | | | 34,073,444 | | | |

| | 2016 | | | | | | | | 2015 | | | | | | |

| October 1, 2016 through October 31, 2016 | 41,719 | | | $ | 32.06 | | | — | | | $4.0 billion |

| November 1, 2016 through November 30, 2016 | 18,532,366 | | | $ | 32.92 | | | 17,906,695 | | | $3.4 billion |

| December 1, 2016 through December 31, 2016 | 11,537,206 | | | $ | 36.25 | | | 11,311,477 | | | $3.0 billion |

| Total | 30,111,291 | | | $ | 34.19 | | | 29,218,172 | | | |

GENERAL MOTORS COMPANY AND SUBSIDIARIES

| [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | |

| Dividends declared per common share | $ | 1.52 | | | $ | [removed: 1.38] [added: 1.52] | | | $ | [removed: 1.20] [added: 1.38] | | | $ | [removed: —] [added: 1.20] | | | $ | — | |

| Total assets(c) | $ | [removed: 221,690] [added: 212,482] | | | $ | [removed: 194,338] [added: 221,690] | | | $ | [removed: 177,311] [added: 194,338] | | | $ | [removed: 166,231] [added: 177,311] | | | $ | [removed: 149,422] [added: 166,231] | |

| Total equity | $ | [removed: 44,075] [added: 36,200] | | | $ | [removed: 40,323] [added: 44,075] | | | $ | [removed: 36,024] [added: 40,323] | | | $ | [removed: 43,174] [added: 36,024] | | | $ | [removed: 37,000] [added: 43,174] | |

| (a) | In the year ended December 31, [added: 2017 we recorded tax expense of $7.3 billion related to U.S. tax reform legislation, $2.3 billion related to the establishment of a valuation allowance against deferred tax assets that will no longer be realizable as a result of the sale of the Opel/Vauxhall Business, and charges of $460 million related to restructuring actions in India and South Africa. In the year ended December 31,] 2015 we recorded the reversal of deferred tax asset valuation allowances of $3.9 billion in [removed: GME] [added: Europe] and recorded charges related to the Ignition Switch Recall [added: Compensation Program (Compensation Program) and] for various legal matters of approximately $1.6 billion. In the year ended December 31, 2014 we recorded charges of approximately [removed: $2.9] [added: $2.8] billion in Automotive cost of sales related to recall campaigns and courtesy transportation, a catch-up adjustment of $0.9 billion related to the change in estimate for recall campaigns and a charge of $0.4 billion related to the [removed: Ignition Switch Recall compensation program. In the year ended December 31, 2012 we recorded Goodwill impairment charges of $27.1 billion, 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 asset impairment charges of $5.5 billion.] [added: Compensation Program.] |

| (b) | In December 2014 we redeemed all of the remaining shares of our Series A Preferred Stock for $3.9 billion, which reduced [removed: Net income attributable to common stockholders] [added: Income from continuing operations] by $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 $3.2 billion, which reduced [removed: Net income attributable to common stockholders] [added: Income from continuing operations] by $0.8 billion. |

GENERAL MOTORS COMPANY AND SUBSIDIARIES

| Total net sales and revenue | $ | 145,588 | | | $ | 149,184 | | | $ | 135,725 | | | $ | 137,958 | | | $ | 138,792 | |

| Income from continuing operations(a)(b) | $ | 330 | | | $ | 9,269 | | | $ | 9,590 | | | $ | 4,525 | | | $ | 5,960 | |

| Basic earnings per common share – continuing operations(a)(b) | $ | 0.23 | | | $ | 6.12 | | | $ | 6.09 | | | $ | 2.06 | | | $ | 3.16 | |

| Diluted earnings per common share – continuing operations(a)(b) | $ | 0.22 | | | $ | 6.00 | | | $ | 5.89 | | | $ | 1.95 | | | $ | 2.76 | |

| Automotive notes and loans payable | $ | 13,502 | | | $ | 10,560 | | | $ | 8,535 | | | $ | 9,084 | | | $ | 6,815 | |

| GM Financial notes and loans payable | $ | 80,717 | | | $ | 64,563 | | | $ | 45,479 | | | $ | 29,304 | | | $ | 22,174 | |

| (c) | Total assets includes assets held for sale of $20.6 billion, $20.0 billion, $17.8 billion, and $16.1 billion at December 31, 2016 through 2013, respectively. |

| Total net sales and revenue | $ | 166,380 | | | $ | 152,356 | | | $ | 155,929 | | | $ | 155,427 | | | $ | 152,256 | |

| Net income(a) | $ | 9,268 | | | $ | 9,615 | | | $ | 4,018 | | | $ | 5,331 | | | $ | 6,136 | |

| Net income attributable to stockholders | $ | 9,427 | | | $ | 9,687 | | | $ | 3,949 | | | $ | 5,346 | | | $ | 6,188 | |

| Net income attributable to common stockholders(b) | $ | 9,427 | | | $ | 9,687 | | | $ | 2,804 | | | $ | 3,770 | | | $ | 4,859 | |

| Basic earnings per common share(a)(b) | $ | 6.12 | | | $ | 6.11 | | | $ | 1.75 | | | $ | 2.71 | | | $ | 3.10 | |

| Diluted earnings per common share(a)(b) | $ | 6.00 | | | $ | 5.91 | | | $ | 1.65 | | | $ | 2.38 | | | $ | 2.92 | |

| Automotive notes and loans payable | $ | 10,752 | | | $ | 8,765 | | | $ | 9,350 | | | $ | 7,098 | | | $ | 5,172 | |

| GM Financial notes and loans payable(c) | $ | 73,876 | | | $ | 54,346 | | | $ | 37,315 | | | $ | 28,972 | | | $ | 10,878 | |

| (c) | In the year ended December 31, 2013 GM Financial acquired Ally Financial Inc.'s international operations in Europe and Latin America. |

| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| GM Financial interest, operating and other expenses | [removed: 8,792] [added: 11,128] | | | | [removed: 5,733] [added: 8,369] | | | | [removed: 4,039] [added: 5,304] | | |

| Automotive selling, general and administrative expense | [removed: 11,710] [added: 9,575] | | | | [removed: 13,405] [added: 10,354] | | | | [removed: 12,158] [added: 11,888] | | |

| [removed: Goodwill impairment] [added: Impairment] charges | [added: $ | 65 | | | $ | 68 | | | $ |] — | | | [added: $] | — | | | [added: $] | [removed: 120] [added: 133] | | | [added: $ | — | | | $ | — | | | $ | 133 | |]

| Automotive interest expense | [removed: 572] | | | | [removed: 443] | | | | [removed: 403] | | | [added: | | | | | | | | | | | | | | | | | (575 | | ) |]

| Interest income and other non-operating income, net [removed: (Note 18)] | [removed: 429] [added: 290] | | | | [removed: 621] [added: 327] | | | | [removed: 823] [added: 614] | | |

| Gain on extinguishment of debt [removed: (Note 13)] | — | | | | [removed: 449] [added: —] | | | | [removed: 202] [added: 449] | | |

| Equity income (Note [removed: 7)] [added: 8)] | [removed: 2,282] [added: 2,132] | | | | [removed: 2,194] [added: 2,282] | | | | [removed: 2,094] [added: 2,193] | | |

| Income before income taxes | [removed: 11,684] | | | | [removed: 7,718] | | | | [removed: 4,246] | | | [added: | | | | | | | | | | | | | | | | | 11,863 | | |]

| Income tax expense (benefit) (Note [removed: 16)] [added: 18)] | [removed: 2,416] [added: 11,533] | | | | [removed: (1,897] [added: 2,739] | | [removed: )] | | [removed: 228] [added: (1,219] | | [added: )] |

| Net income [added: (loss)] | [removed: 9,268] [added: (3,882] | | [added: )] | | [removed: 9,615] [added: 9,268] | | | | [removed: 4,018] [added: 9,615] | | |

| Net [removed: (income)] loss attributable to noncontrolling interests | [removed: 159] [added: 18] | | | | [removed: 72] [added: 159] | | | | [removed: (69] [added: 72] | | [removed: )] |

| Net income attributable to stockholders | [removed: $] | [removed: 9,427] | | | [removed: $] | [removed: 9,687] | | | [added: | | | | | | | | | | | | | | | | | | | |] $ | [removed: 3,949] [added: 9,427] | |

| Net income [added: (loss)] attributable to common stockholders | $ | [removed: 9,427] [added: (3,880] | [added: )] | | $ | [removed: 9,687] [added: 9,427] | | | $ | [removed: 2,804] [added: 9,687] | |

| Earnings per share (Note [removed: 20)] [added: 21)] | | | | | | | | | | | |

| Basic earnings [added: (loss)] per common share | $ | [removed: 6.12] [added: (2.65] | [added: )] | | $ | [removed: 6.11] [added: 6.12] | | | $ | [removed: 1.75] [added: 6.11] | |

| Weighted-average common shares outstanding | [removed: 1,540] [added: 1,465] | | | | [removed: 1,586] [added: 1,540] | | | | [removed: 1,605] [added: 1,586] | | |

| Diluted earnings [added: (loss)] per common share | $ | [removed: 6.00] [added: (2.60] | [added: )] | | $ | [removed: 5.91] [added: 6.00] | | | $ | [removed: 1.65] [added: 5.91] | |

| Weighted-average common shares outstanding [added: – diluted] | [removed: 1,570] [added: 1,492] | | | | [removed: 1,640] [added: 1,570] | | | | [removed: 1,687] [added: 1,640] | | |

| Net income [added: (loss)] | $ | [removed: 9,268] [added: (3,882] | [added: )] | | $ | [removed: 9,615] [added: 9,268] | | | $ | [removed: 4,018] [added: 9,615] | |

| Other comprehensive income (loss), net of tax (Note [removed: 19)] [added: 20)] | | | | | | | | | | | |

| Foreign currency translation adjustments and other | [removed: (384] [added: 747] | | [removed: )] | | [removed: (955] [added: (384] | | ) | | [removed: (478] [added: (955] | | ) |

| Defined benefit plans | [removed: (969] [added: 570] | | [removed: )] | | [removed: 1,011] [added: (969] | | [added: )] | | [removed: (4,505] [added: 1,011] | | [removed: )] |

| Other comprehensive income (loss), net of tax | [removed: (1,353] [added: 1,317] | | [removed: )] | | [removed: 56] [added: (1,353] | | [added: )] | | [removed: (4,983] [added: 56] | | [removed: )] |

| Comprehensive income (loss) | [removed: 7,915] [added: (2,565] | | [added: )] | | [removed: 9,671] [added: 7,915] | | | | [removed: (965] [added: 9,671] | | [removed: )] |

| Comprehensive [removed: (income)] loss attributable to noncontrolling interests | [removed: 218] [added: 20] | | | | [removed: 53] [added: 218] | | | | [removed: (46] [added: 53] | | [removed: )] |

| Comprehensive income (loss) attributable to stockholders | $ | [removed: 8,133] [added: (2,545] | [added: )] | | $ | [removed: 9,724] [added: 8,133] | | | $ | [removed: (1,011] [added: 9,724] | [removed: )] |

| | December 31, 2016 | | | [removed: | December 31, 2015 | | |]

| Cash and cash equivalents | $ | [removed: 12,960 | | | $ | 15,238] [added: 386] | |

| Marketable securities (Note [removed: 3)] [added: 4)] | [removed: 11,841] [added: 8,313] | | | | [removed: 8,163] [added: 11,841] | | |

| Accounts and notes [removed: receivable (net of allowance of $303 and $327) | 9,638 | | |] [added: receivable, net] | [removed: 8,337] [added: 938] | | |

| GM Financial receivables, net (Note [removed: 4;] [added: 5;] Note [removed: 11] [added: 12] at VIEs) | [removed: 22,065] [added: 20,521] | | | | [removed: 18,051] [added: 16,127] | | |

| Equipment on operating leases, net (Note [removed: 6)] [added: 7)] | [removed: 1,896] [added: 1,106] | | | | [removed: 2,783] [added: 1,110] | | |

| Other current assets (Note [removed: 3;] [added: 4;] Note [removed: 11] [added: 12] at VIEs) | [removed: 4,015] [added: 4,465] | | | | [removed: 3,072] [added: 3,633] | | |