Item 8. Financial Statements and Supplementary Data
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Item 8. Financial Statements and Supplementary Data
CONSOLIDATED INCOME STATEMENTS
(In millions, except per share amounts)
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Net sales and revenue | |||||||||||
| Automotive | $ | 133,449 | $ | 140,205 | $ | 129,864 | |||||
| GM Financial | 12,139 | 8,979 | 5,861 | ||||||||
| Total net sales and revenue | 145,588 | 149,184 | 135,725 | ||||||||
| Costs and expenses | |||||||||||
| Automotive cost of sales | 114,869 | 120,499 | 112,995 | ||||||||
| GM Financial interest, operating and other expenses | 11,128 | 8,369 | 5,304 | ||||||||
| Automotive selling, general and administrative expense | 9,575 | 10,354 | 11,888 | ||||||||
| Total costs and expenses | 135,572 | 139,222 | 130,187 | ||||||||
| Operating income | 10,016 | 9,962 | 5,538 | ||||||||
| Automotive interest expense | 575 | 563 | 423 | ||||||||
| Interest income and other non-operating income, net | 290 | 327 | 614 | ||||||||
| Gain on extinguishment of debt | — | — | 449 | ||||||||
| Equity income (Note 8) | 2,132 | 2,282 | 2,193 | ||||||||
| Income before income taxes | 11,863 | 12,008 | 8,371 | ||||||||
| Income tax expense (benefit) (Note 18) | 11,533 | 2,739 | (1,219 | ) | |||||||
| Income from continuing operations | 330 | 9,269 | 9,590 | ||||||||
| Income (loss) from discontinued operations, net of tax (Note 3) | (4,212 | ) | (1 | ) | 25 | ||||||
| Net income (loss) | (3,882 | ) | 9,268 | 9,615 | |||||||
| Net loss attributable to noncontrolling interests | 18 | 159 | 72 | ||||||||
| Net income (loss) attributable to stockholders | $ | (3,864 | ) | $ | 9,427 | $ | 9,687 | ||||
| Net income (loss) attributable to common stockholders | $ | (3,880 | ) | $ | 9,427 | $ | 9,687 | ||||
| Earnings per share (Note 21) | |||||||||||
| Basic earnings per common share – continuing operations | $ | 0.23 | $ | 6.12 | $ | 6.09 | |||||
| Basic earnings (loss) per common share – discontinued operations | $ | (2.88 | ) | $ | — | $ | 0.02 | ||||
| Basic earnings (loss) per common share | $ | (2.65 | ) | $ | 6.12 | $ | 6.11 | ||||
| Weighted-average common shares outstanding – basic | 1,465 | 1,540 | 1,586 | ||||||||
| Diluted earnings per common share – continuing operations | $ | 0.22 | $ | 6.00 | $ | 5.89 | |||||
| Diluted earnings (loss) per common share – discontinued operations | $ | (2.82 | ) | $ | — | $ | 0.02 | ||||
| Diluted earnings (loss) per common share | $ | (2.60 | ) | $ | 6.00 | $ | 5.91 | ||||
| Weighted-average common shares outstanding – diluted | 1,492 | 1,570 | 1,640 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Net income (loss) | $ | (3,882 | ) | $ | 9,268 | $ | 9,615 | ||||
| Other comprehensive income (loss), net of tax (Note 20) | |||||||||||
| Foreign currency translation adjustments and other | 747 | (384 | ) | (955 | ) | ||||||
| Defined benefit plans | 570 | (969 | ) | 1,011 | |||||||
| Other comprehensive income (loss), net of tax | 1,317 | (1,353 | ) | 56 | |||||||
| Comprehensive income (loss) | (2,565 | ) | 7,915 | 9,671 | |||||||
| Comprehensive loss attributable to noncontrolling interests | 20 | 218 | 53 | ||||||||
| Comprehensive income (loss) attributable to stockholders | $ | (2,545 | ) | $ | 8,133 | $ | 9,724 |
Reference should be made to the notes to consolidated financial statements.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
| December 31, 2017 | December 31, 2016 | ||||||
| ASSETS | |||||||
| Current Assets | |||||||
| Cash and cash equivalents | $ | 15,512 | $ | 12,574 | |||
| Marketable securities (Note 4) | 8,313 | 11,841 | |||||
| Accounts and notes receivable (net of allowance of $278 and $212) | 8,164 | 8,700 | |||||
| GM Financial receivables, net (Note 5; Note 12 at VIEs) | 20,521 | 16,127 | |||||
| Inventories (Note 6) | 10,663 | 11,040 | |||||
| Equipment on operating leases, net (Note 7) | 1,106 | 1,110 | |||||
| Other current assets (Note 4; Note 12 at VIEs) | 4,465 | 3,633 | |||||
| Current assets held for sale (Note 3) | — | 11,178 | |||||
| Total current assets | 68,744 | 76,203 | |||||
| Non-current Assets | |||||||
| GM Financial receivables, net (Note 5; Note 12 at VIEs) | 21,208 | 17,001 | |||||
| Equity in net assets of nonconsolidated affiliates (Note 8) | 9,073 | 8,996 | |||||
| Property, net (Note 9) | 36,253 | 32,603 | |||||
| Goodwill and intangible assets, net (Note 11) | 5,849 | 6,149 | |||||
| Equipment on operating leases, net (Note 7; Note 12 at VIEs) | 42,882 | 34,342 | |||||
| Deferred income taxes (Note 18) | 23,544 | 33,172 | |||||
| Other assets (Note 4; Note 12 at VIEs) | 4,929 | 3,849 | |||||
| Non-current assets held for sale (Note 3) | — | 9,375 | |||||
| Total non-current assets | 143,738 | 145,487 | |||||
| Total Assets | $ | 212,482 | $ | 221,690 | |||
| LIABILITIES AND EQUITY | |||||||
| Current Liabilities | |||||||
| Accounts payable (principally trade) | $ | 23,929 | $ | 23,333 | |||
| Short-term debt and current portion of long-term debt (Note 14) | |||||||
| Automotive | 2,515 | 1,060 | |||||
| GM Financial (Note 12 at VIEs) | 24,450 | 22,737 | |||||
| Accrued liabilities (Note 13) | 25,996 | 25,893 | |||||
| Current liabilities held for sale (Note 3) | — | 12,158 | |||||
| Total current liabilities | 76,890 | 85,181 | |||||
| Non-current Liabilities | |||||||
| Long-term debt (Note 14) | |||||||
| Automotive | 10,987 | 9,500 | |||||
| GM Financial (Note 12 at VIEs) | 56,267 | 41,826 | |||||
| Postretirement benefits other than pensions (Note 16) | 5,998 | 5,803 | |||||
| Pensions (Note 16) | 13,746 | 15,264 | |||||
| Other liabilities (Note 13) | 12,394 | 12,415 | |||||
| Non-current liabilities held for sale (Note 3) | — | 7,626 | |||||
| Total non-current liabilities | 99,392 | 92,434 | |||||
| Total Liabilities | 176,282 | 177,615 | |||||
| Commitments and contingencies (Note 17) | |||||||
| Equity (Note 20) | |||||||
| Common stock, $0.01 par value | 14 | 15 | |||||
| Additional paid-in capital | 25,371 | 26,983 | |||||
| Retained earnings | 17,627 | 26,168 | |||||
| Accumulated other comprehensive loss | (8,011 | ) | (9,330 | ) | |||
| Total stockholders’ equity | 35,001 | 43,836 | |||||
| Noncontrolling interests | 1,199 | 239 | |||||
| Total Equity | 36,200 | 44,075 | |||||
| Total Liabilities and Equity | $ | 212,482 | $ | 221,690 |
Reference should be made to the notes to consolidated financial statements.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Cash flows from operating activities | |||||||||||
| Income from continuing operations | $ | 330 | $ | 9,269 | $ | 9,590 | |||||
| Depreciation, amortization and impairment charges | 12,261 | 9,819 | 7,487 | ||||||||
| Foreign currency remeasurement and transaction losses | 52 | 229 | 806 | ||||||||
| Undistributed earnings of nonconsolidated affiliates, net | (132 | ) | (15 | ) | (145 | ) | |||||
| Pension contributions and OPEB payments | (1,636 | ) | (3,454 | ) | (1,587 | ) | |||||
| Pension and OPEB (income) expense, net | (934 | ) | (769 | ) | 83 | ||||||
| Provision (benefit) for deferred taxes | 10,880 | 2,228 | (2,046 | ) | |||||||
| Change in other operating assets and liabilities (Note 25) | (3,015 | ) | 580 | (1,208 | ) | ||||||
| Other operating activities | (468 | ) | (894 | ) | (370 | ) | |||||
| Net cash provided by operating activities – continuing operations | 17,338 | 16,993 | 12,610 | ||||||||
| Net cash used in operating activities – discontinued operations | (10 | ) | (386 | ) | (841 | ) | |||||
| Net cash provided by operating activities | 17,328 | 16,607 | 11,769 | ||||||||
| Cash flows from investing activities | |||||||||||
| Expenditures for property | (8,453 | ) | (8,384 | ) | (6,813 | ) | |||||
| Available-for-sale marketable securities, acquisitions | (5,503 | ) | (15,182 | ) | (8,113 | ) | |||||
| Trading marketable securities, acquisitions | — | (262 | ) | (1,250 | ) | ||||||
| Available-for-sale marketable securities, liquidations | 9,007 | 10,871 | 8,463 | ||||||||
| Trading marketable securities, liquidations | — | 872 | 1,758 | ||||||||
| Acquisition of companies/investments, net of cash acquired | (41 | ) | (804 | ) | (927 | ) | |||||
| Purchases of finance receivables, net | (19,325 | ) | (14,378 | ) | (13,888 | ) | |||||
| Principal collections and recoveries on finance receivables | 12,578 | 9,899 | 8,548 | ||||||||
| Purchases of leased vehicles, net | (19,180 | ) | (19,495 | ) | (15,096 | ) | |||||
| Proceeds from termination of leased vehicles | 6,667 | 2,554 | 1,095 | ||||||||
| Other investing activities | 178 | 162 | 15 | ||||||||
| Net cash used in investing activities – continuing operations | (24,072 | ) | (34,147 | ) | (26,208 | ) | |||||
| Net cash used in investing activities – discontinued operations (Note 3) | (3,500 | ) | (1,496 | ) | (1,502 | ) | |||||
| Net cash used in investing activities | (27,572 | ) | (35,643 | ) | (27,710 | ) | |||||
| Cash flows from financing activities | |||||||||||
| Net decrease in short-term debt | (140 | ) | (282 | ) | (61 | ) | |||||
| Proceeds from issuance of debt (original maturities greater than three months) | 52,187 | 42,036 | 31,547 | ||||||||
| Payments on debt (original maturities greater than three months) | (33,592 | ) | (20,727 | ) | (13,469 | ) | |||||
| Payments to purchase common stock | (4,492 | ) | (2,500 | ) | (3,520 | ) | |||||
| Proceeds from issuance of GM Financial preferred stock | 985 | — | — | ||||||||
| Dividends paid | (2,233 | ) | (2,368 | ) | (2,242 | ) | |||||
| Other financing activities | (305 | ) | (163 | ) | (159 | ) | |||||
| Net cash provided by financing activities – continuing operations | 12,410 | 15,996 | 12,096 | ||||||||
| Net cash provided by financing activities – discontinued operations | 174 | 1,081 | 1,512 | ||||||||
| Net cash provided by financing activities | 12,584 | 17,077 | 13,608 | ||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 348 | (213 | ) | (1,524 | ) | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 2,688 | (2,172 | ) | (3,857 | ) | ||||||
| Cash, cash equivalents and restricted cash at beginning of period | 15,160 | 17,332 | 21,189 | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 17,848 | $ | 15,160 | $ | 17,332 | |||||
| Cash, cash equivalents and restricted cash – continuing operations at end of period (Note 4) | $ | 17,848 | $ | 14,487 | $ | 16,588 | |||||
| Cash, cash equivalents and restricted cash – discontinued operations at end of period | $ | — | $ | 673 | $ | 744 | |||||
| Significant Non-cash Investing and Financing Activity | |||||||||||
| Non-cash property additions – continuing operations | $ | 3,996 | $ | 3,897 | $ | 3,970 | |||||
| Non-cash property additions – discontinued operations | $ | — | $ | 868 | $ | 706 | |||||
| Non-cash business acquisition – continuing operations (Note 10) | $ | — | $ | 290 | $ | — | |||||
| Non-cash proceeds on sale of discontinued operations (Note 3) | $ | 808 | $ | — | $ | — |
Reference should be made to the notes to consolidated financial statements.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(In millions)
| Common Stockholders’ | Noncontrolling Interests | Total Equity | |||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | ||||||||||||||||||||
| Balance at January 1, 2015 | $ | 16 | $ | 28,937 | $ | 14,577 | $ | (8,073 | ) | $ | 567 | $ | 36,024 | ||||||||||
| Net income | — | — | 9,687 | — | (72 | ) | 9,615 | ||||||||||||||||
| Other comprehensive income | — | — | — | 37 | 19 | 56 | |||||||||||||||||
| Purchase of common stock | (1 | ) | (1,745 | ) | (1,774 | ) | — | — | (3,520 | ) | |||||||||||||
| Exercise of common stock warrants | — | 46 | — | — | — | 46 | |||||||||||||||||
| Stock based compensation | — | 369 | (31 | ) | — | — | 338 | ||||||||||||||||
| Cash dividends paid on common stock | — | — | (2,174 | ) | — | — | (2,174 | ) | |||||||||||||||
| Dividends declared or paid to noncontrolling interests | — | — | — | — | (75 | ) | (75 | ) | |||||||||||||||
| Other | — | — | — | — | 13 | 13 | |||||||||||||||||
| Balance at December 31, 2015 | 15 | 27,607 | 20,285 | (8,036 | ) | 452 | 40,323 | ||||||||||||||||
| Net income | — | — | 9,427 | — | (159 | ) | 9,268 | ||||||||||||||||
| Other comprehensive loss | — | — | — | (1,294 | ) | (59 | ) | (1,353 | ) | ||||||||||||||
| Issuance of common stock | — | 290 | — | — | — | 290 | |||||||||||||||||
| Purchase of common stock | — | (1,320 | ) | (1,180 | ) | — | — | (2,500 | ) | ||||||||||||||
| Exercise of common stock warrants | — | 89 | — | — | — | 89 | |||||||||||||||||
| Stock based compensation | — | 317 | (27 | ) | — | — | 290 | ||||||||||||||||
| Cash dividends paid on common stock | — | — | (2,337 | ) | — | — | (2,337 | ) | |||||||||||||||
| Dividends declared or paid to noncontrolling interests | — | — | — | — | (31 | ) | (31 | ) | |||||||||||||||
| Other | — | — | — | — | 36 | 36 | |||||||||||||||||
| Balance at December 31, 2016 | 15 | 26,983 | 26,168 | (9,330 | ) | 239 | 44,075 | ||||||||||||||||
| Net loss | — | — | (3,864 | ) | — | (18 | ) | (3,882 | ) | ||||||||||||||
| Other comprehensive income | — | — | — | 1,319 | (2 | ) | 1,317 | ||||||||||||||||
| Purchase of common stock | (1 | ) | (2,063 | ) | (2,428 | ) | — | — | (4,492 | ) | |||||||||||||
| Exercise of common stock warrants | — | 43 | — | — | — | 43 | |||||||||||||||||
| Issuance of GM Financial preferred stock | — | — | — | — | 985 | 985 | |||||||||||||||||
| Stock based compensation | — | 468 | (34 | ) | — | — | 434 | ||||||||||||||||
| Cash dividends paid on common stock | — | — | (2,215 | ) | — | — | (2,215 | ) | |||||||||||||||
| Dividends declared or paid to noncontrolling interests | — | — | — | — | (18 | ) | (18 | ) | |||||||||||||||
| Other | — | (60 | ) | — | — | 13 | (47 | ) | |||||||||||||||
| Balance at December 31, 2017 | $ | 14 | $ | 25,371 | $ | 17,627 | $ | (8,011 | ) | $ | 1,199 | $ | 36,200 |
Reference should be made to the notes to consolidated financial statements.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Operations and Basis of Presentation
General Motors Company was incorporated as a Delaware corporation in 2009. We design, build and sell cars, trucks, crossovers and automobile parts worldwide. We also provide automotive financing services through GM Financial. We analyze the results of our continuing operations through the following segments: GMNA, GMI and GM Financial. Nonsegment operations and Maven, our ride- and car-sharing business, are classified as Corporate. Corporate includes certain centrally recorded income and costs such as interest, income taxes, corporate expenditures including autonomous vehicle-related engineering costs and certain nonsegment specific revenues and expenses.
On July 31, 2017 we closed the sale of our 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 our 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 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 these notes to the consolidated financial statements relates to our continuing operations. Refer to Note 3 for additional details regarding the disposal of the European Business.
Principles of Consolidation The consolidated financial statements are prepared in conformity with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. Except for per share amounts or as otherwise specified, amounts presented within tables are stated in millions.
We consolidate entities that we control due to ownership of a majority voting interest and we consolidate variable interest entities (VIEs) when we have variable interests and are the primary beneficiary. We continually evaluate our involvement with VIEs to determine when these criteria are met. Our share of earnings or losses of nonconsolidated affiliates is included in our consolidated operating results using the equity method of accounting when we are able to exercise significant influence over the operating and financial decisions of the affiliate. We use the cost method of accounting if we are not able to exercise significant influence over the operating and financial decisions of the affiliate.
Use of Estimates in the Preparation of the Financial Statements Accounting estimates are an integral part of the consolidated financial statements. These estimates require the use of judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates, actual results could differ from the original estimates, requiring adjustments to these balances in future periods.
GM Financial The amounts presented for GM Financial have been adjusted to include the effect of our tax attributes on GM Financial's deferred tax positions and provision for income taxes, which are not applicable to GM Financial on a stand-alone basis, and to eliminate the effect of transactions between GM Financial and the other members of the consolidated group. Accordingly, the amounts presented will differ from those presented by GM Financial on a stand-alone basis.
Note 2. Significant Accounting Policies
The accounting policies that follow are utilized by our automotive and automotive financing operations, unless otherwise indicated.
Revenue Recognition
Automotive Automotive net sales and revenue primarily consist of revenue generated from the sale of vehicles. Vehicle sales are recorded when title and risks and rewards of ownership have passed to our customers. For the majority of our automotive sales this occurs when a vehicle is released to the carrier responsible for transporting it to a dealer and when collectability is reasonably assured. Vehicle sales are recorded when the vehicle is delivered to the dealer in most remaining cases. Provisions for recurring or announced dealer and customer sales and leasing incentives, consisting of allowances and rebates, are recorded as reductions to Automotive net sales and revenue at the time of vehicle sale. All other incentives, allowances and rebates related to vehicles previously sold are recorded as reductions to Automotive net sales and revenue when announced. Taxes assessed by various government entities, such as sales, use and value-added taxes, collected at the time of sale are excluded from Automotive net sales and revenue.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
Vehicle sales to daily rental car companies with guaranteed repurchase obligations are accounted for as operating leases. Estimated lease revenue is recorded ratably over the estimated term of the lease based on the difference between net sales proceeds and the guaranteed repurchase amount. The difference between the cost of the vehicle and estimated residual value is depreciated on a straight-line basis over the estimated term of the lease.
Automotive Financing - GM Financial Finance charge income earned on receivables is recognized using the effective interest method. Fees and commissions (including incentive payments) received and direct costs of originating loans are deferred and amortized over the term of the related finance receivables using the effective interest method and are removed from the consolidated balance sheets when the related finance receivables are sold, charged off or paid in full. Accrual of finance charge income on retail finance receivables is generally suspended on accounts that are more than 60 days delinquent, accounts in bankruptcy and accounts in repossession. Payments received on nonaccrual loans are first applied to any fees due, then to any interest due and then any remaining amounts are recorded to principal. Interest accrual generally resumes once an account has received payments bringing the delinquency to less than 60 days past due. Accrual of finance charge income on commercial finance receivables is generally suspended on accounts that are more than 90 days delinquent, upon receipt of a bankruptcy notice from a borrower, or where reasonable doubt exists about the full collectability of contractually agreed upon principal and interest. Payments received on nonaccrual loans are first applied to principal. Interest accrual resumes once an account has received payments bringing the account fully current and collection of contractual principal and interest is reasonably assured (including amounts previously charged off).
Income from operating lease assets, which includes lease origination fees, net of lease origination costs and incentives, is recorded as operating lease revenue on a straight-line basis over the term of the lease agreement.
Advertising and Promotion Expenditures Advertising and promotion expenditures, which are expensed as incurred in Automotive selling, general and administrative expense, were $4.3 billion, $4.6 billion and $4.4 billion in the years ended December 31, 2017, 2016 and 2015.
Research and Development Expenditures Research and development expenditures, which are expensed as incurred in Automotive cost of sales, were $7.3 billion, $6.6 billion and $6.0 billion in the years ended December 31, 2017, 2016 and 2015. We enter into cost sharing arrangements with third parties or nonconsolidated affiliates for product-related research, engineering, design and development activities. Cost sharing payments and fees related to these arrangements are presented in Automotive cost of sales.
Cash Equivalents and Restricted Cash Cash equivalents are defined as short-term, highly-liquid investments with original maturities of 90 days or less. Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash. We are required to post cash as collateral as part of certain agreements that we enter into as part of our operations. Restricted cash is invested in accordance with the terms of the underlying agreements and include amounts related to various deposits, escrows and other cash collateral. Restricted cash is included in Other current assets and Other assets in the consolidated balance sheets.
Fair Value Measurements A three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair value measurements. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions based on the best evidence available. These two types of inputs create the following fair value hierarchy: Level 1 – Quoted prices for identical instruments in active markets; Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose significant inputs are observable; and Level 3 – Instruments whose significant inputs are unobservable. Financial instruments are transferred in and/or out of Level 1, 2 or 3 at the beginning of the accounting period in which there is a change in the valuation inputs.
Marketable Securities We classify marketable securities as available-for-sale or trading. Various factors, including turnover of holdings and investment guidelines, are considered in determining the classification of securities. Available-for-sale securities are recorded at fair value with unrealized gains and losses recorded net of related income taxes in Accumulated other comprehensive loss until realized. Trading securities are recorded at fair value with changes in fair value recorded in Interest income and other non-operating income, net. We determine realized gains and losses for all securities using the specific identification method.
We measure the fair value of our marketable securities using a market approach where identical or comparable prices are available and an income approach in other cases. If quoted market prices are not available, fair values of securities are determined using
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
prices from a pricing service, pricing models, quoted prices of securities with similar characteristics or discounted cash flow models. These prices represent non-binding quotes. Our pricing service utilizes industry-standard pricing models that consider various inputs. We conduct an annual review of our pricing service and believe the prices received from our pricing service are a reliable representation of exit prices.
An evaluation is made quarterly to determine if unrealized losses related to non-trading investments in securities are other-than-temporary. Factors considered include the length of time and extent to which the fair value has been below cost, the financial condition and near-term prospects of the issuer and the intent to sell or likelihood to be forced to sell the security before any anticipated recovery.
Accounts and Notes Receivable Accounts and notes receivable primarily consists of amounts that are due and payable from our customers for the sale of vehicles, parts, and accessories. We evaluate the collectability of receivables each reporting period and record an allowance for doubtful accounts representing our estimate of probable losses. Additions to the allowance are charged to bad debt expense reported in Automotive selling, general and administrative expense and were insignificant in the years ended December 31, 2017, 2016 and 2015.
GM Financial Receivables Finance receivables are carried at amortized cost, net of allowance for loan losses. GM Financial uses a combination of forecasting models and management judgment to determine the collective allowance for loan losses. Factors that are considered when estimating the collective allowance include historical delinquency migration to loss, probability of default and loss given default. The loss confirmation period is a key assumption within the models and represents the average amount of time from when a loss event first occurs to when the receivable is charged off. GM Financial also considers an evaluation of overall portfolio credit quality based on various indicators.
Retail finance receivables that become classified as troubled debt restructurings (TDRs) are separately assessed for impairment. A specific allowance is estimated based on the present value of the expected future cash flows of the receivable discounted at the loan's original effective interest rate. Finance charge income from loans classified as TDRs is accounted for in the same manner as other accruing loans. Cash collections on these loans are allocated according to the same payment hierarchy methodology applied to loans that are not classified as TDRs.
Retail finance receivables are generally charged off in the month in which the account becomes 120 days contractually delinquent if GM Financial has not yet recorded a repossession charge-off. A charge-off generally represents the difference between the estimated net sales proceeds and the amount of the contract, including accrued interest.
Inventories Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less cost to sell, and considers general market and economic conditions, periodic reviews of current profitability of vehicles, product warranty costs and the effect of current and expected incentive offers at the balance sheet date. Net realizable value for off-lease and other vehicles is current auction sales proceeds less disposal and warranty costs. Productive material, supplies, work in process and service parts are reviewed to determine if inventory quantities are in excess of forecasted usage or if they have become obsolete.
Equipment on Operating Leases Equipment on operating leases, net is reported at cost, less accumulated depreciation and impairment, net of origination fees or costs and lease incentives. Estimated income from operating lease assets, which includes lease origination fees, net of lease origination costs, is recorded as operating lease revenue on a straight-line basis over the term of the lease agreement. Leased vehicles are depreciated on a straight-line basis to an estimated residual value over the term of the lease agreements.
Equipment on operating leases, net consists of vehicle leases to retail customers with lease terms of two to five years and vehicles leased to rental car companies with lease terms that average seven months. We are exposed to changes in the residual values of these assets. The residual values represent estimates of the values of the leased vehicles at the end of the lease contracts and are determined based on forecasted auction proceeds when there is a reliable basis to make such a determination. Realization of the residual values is dependent on the future ability to market the vehicles under prevailing market conditions. The adequacy of the estimate of the residual value is evaluated over the life of the lease and adjustments may be made to the extent the expected value of the vehicle at lease termination changes. Adjustments may be in the form of revisions to the depreciation rate or recognition of an impairment charge. Impairment is determined to exist if an impairment indicator exists and the expected future cash flows, which include estimated residual values, are lower than the carrying amount of a leased vehicle asset group. If the carrying amount
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
is considered impaired an impairment charge is recorded for the amount by which the carrying amount exceeds fair value of the leased vehicle asset group. Fair value is determined primarily using the anticipated cash flows, including estimated residual values.
In our automotive operations when a leased vehicle is returned the asset is reclassified from Equipment on operating leases, net to Inventories at the lower of cost or estimated selling price, less costs to sell. Upon disposition, proceeds are recorded in Automotive net sales and revenue and costs are recorded in Automotive cost of sales. In our automotive finance operations when a leased vehicle is returned or repossessed the asset is recorded in Other assets at the lower of cost or estimated selling price, less costs to sell. Upon disposition a gain or loss is recorded in GM Financial interest, operating and other expenses for any difference between the net book value of the leased asset and the proceeds from the disposition of the asset.
Depreciation expense and impairment charges related to Equipment on operating leases, net are recorded in Automotive cost of sales or GM Financial interest, operating and other expenses.
Valuation of Cost and Equity Method Investments When events and circumstances warrant, investments accounted for under the cost or equity method of accounting are evaluated for impairment. An impairment charge is recorded whenever a decline in value of an investment below its carrying amount is determined to be other-than-temporary. Impairment charges related to equity method investments are recorded in Equity income. Impairment charges related to cost method investments are recorded in Interest income and other non-operating income, net.
Property, net Property, plant and equipment, including internal use software, is recorded at cost. Major improvements that extend the useful life or add functionality are capitalized. The gross amount of assets under capital leases is included in property, plant and equipment. Expenditures for repairs and maintenance are charged to expense as incurred. We depreciate depreciable property using the straight-line method. Leasehold improvements are amortized over the period of lease or the life of the asset, whichever is shorter. The amortization of the assets under capital leases is included in depreciation expense. Upon retirement or disposition of property, plant and equipment, the cost and related accumulated depreciation are eliminated and any resulting gain or loss is recorded in earnings. Impairment charges related to property are recorded in Automotive cost of sales, Automotive selling, general and administrative expense or GM Financial interest, operating and other expenses.
Special Tools Special tools represent product-specific powertrain and non-powertrain related tools, dies, molds and other items used in the vehicle manufacturing process. Expenditures for special tools are recorded at cost and are capitalized. We amortize special tools over their estimated useful lives using the straight-line method or an accelerated amortization method based on their historical and estimated production volume. Impairment charges related to special tools are recorded in Automotive cost of sales.
Goodwill Goodwill is not amortized but rather tested for impairment annually on October 1 or when events occur or circumstances change that would trigger such a review. A multi-step impairment test is used to identify potential goodwill impairment. Impairment exists when the carrying amount of goodwill exceeds its implied fair value. Because the fair value of goodwill can be measured only as a residual amount and cannot be determined directly we calculate the implied goodwill for those reporting units failing Step 1 in the same manner that goodwill is recognized in a business combination pursuant to Accounting Standards Codification (ASC) 805.
Intangible Assets, net Intangible assets, excluding goodwill, primarily include brand names, technology and intellectual property, customer relationships and dealer networks. Intangible assets are amortized on a straight-line or an accelerated method of amortization over their estimated useful lives. An accelerated amortization method reflecting the pattern in which the asset will be consumed is utilized if that pattern can be reliably determined. We consider the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting a useful life. Amortization of developed technology and intellectual property is recorded in Automotive cost of sales. Amortization of brand names, customer relationships and our dealer networks is recorded in Automotive selling, general and administrative expense or GM Financial interest, operating and other expenses. Impairment charges related to intangible assets are recorded in Automotive selling, general and administrative expense or Automotive cost of sales.
Valuation of Long-Lived Assets The carrying amount of long-lived assets and finite-lived intangible assets to be held and used in the business is evaluated for impairment when events and circumstances warrant. If the carrying amount of a long-lived asset group is considered impaired, a loss is recorded based on the amount by which the carrying amount exceeds fair value. Product-specific long-lived asset groups and non-product specific long-lived assets are separately tested for impairment on an asset group basis. Fair value is determined using either the market or sales comparison approach, cost approach or anticipated cash flows
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
discounted at a rate commensurate with the risk involved. Long-lived assets to be disposed of other than by sale are considered held for use until disposition.
Pension and OPEB Plans
Attribution, Methods and Assumptions The cost of benefits provided by defined benefit pension plans is recorded in the period employees provide service. The cost of pension plan amendments that provide for benefits already earned by plan participants is amortized over the expected period of benefit which may be the duration of the applicable collective bargaining agreement specific to the plan, the expected future working lifetime or the life expectancy of the plan participants.
The cost of medical, dental, legal service and life insurance benefits provided through postretirement benefit plans is recorded in the period employees provide service. The cost of postretirement plan amendments that provide for benefits already earned by plan participants is amortized over the expected period of benefit which may be the average period to full eligibility or the average life expectancy of the plan participants.
An expected return on plan asset methodology is utilized to calculate future pension expense for certain significant funded benefit plans. A market-related value of plan assets methodology is also utilized that averages gains and losses on the plan assets over a period of years to determine future pension expense. The methodology recognizes 60% of the difference between the fair value of assets and the expected calculated value in the first year and 10% of that difference over each of the next four years.
The discount rate assumption is established for each of the retirement-related benefit plans at their respective measurement dates. In the U.S. we use a cash flow matching approach that uses projected cash flows matched to spot rates along a high quality corporate bond yield curve to determine the present value of cash flows to calculate a single equivalent discount rate. Effective 2016 we applied the individual annual yield curve rates instead of the single equivalent discount rate to determine the service cost and interest cost for our pension and OPEB plans. This refinement more specifically links the cash flows related to service cost and interest cost to bonds maturing in their year of payment.
The benefit obligation for pension plans in Canada, the U.K. and Germany represents 92% of the non-U.S. pension benefit obligation at December 31, 2017. The discount rates for plans in Canada, the U.K. and Germany are determined using a cash flow matching approach similar to the U.S.
Plan Asset Valuation Due to the lack of timely available market information for certain investments in the asset classes described below as well as the inherent uncertainty of valuation, reported fair values may differ from fair values that would have been used had timely available market information been available.
Common and Preferred Stock Common and preferred stock for which market prices are readily available at the measurement date are valued at the last reported sale price or official closing price on the primary market or exchange on which they are actively traded and are classified in Level 1. Such equity securities for which the market is not considered to be active are valued via the use of observable inputs, which may include, among others, the use of adjusted market prices last available, bids or last available sales prices and/or other observable inputs and are classified in Level 2. Common and preferred stock classified in Level 3 are privately issued securities or other issues that are valued via the use of valuation models using significant unobservable inputs that generally consider, among others, aged (stale) pricing, earnings multiples, discounted cash flows and/or other qualitative and quantitative factors.
Debt Securities Valuations for debt securities are based on quotations received from independent pricing services or from dealers who make markets in such securities. Debt securities priced via pricing services that utilize matrix pricing which considers readily observable inputs such as the yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices, are classified in Level 2. Debt securities that are typically priced by dealers and pricing services via the use of proprietary pricing models which incorporate significant unobservable inputs are classified in Level 3. These inputs primarily consist of yield and credit spread assumptions, discount rates, prepayment curves, default assumptions and recovery rates.
Investment Funds, Private Equity and Debt Investments and Real Estate Investments Investment funds, private equity and debt investments and real estate investments are valued based on the Net Asset Value (NAV) per Share (or its equivalent) as a practical expedient to estimate fair value due to the absence of readily available market prices.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
NAV's are provided by the respective investment sponsors or investment advisers and are subsequently reviewed and approved by management. In the event management concludes a reported NAV does not reflect fair value or is not determined as of the financial reporting measurement date, we will consider whether and when deemed necessary to make an adjustment at the balance sheet date. In determining whether an adjustment to the external valuation is required, we will review material factors that could affect the valuation, such as changes in the composition or performance of the underlying investments or comparable investments, overall market conditions, expected sale prices for private investments which are probable of being sold in the short-term and other economic factors that may possibly have a favorable or unfavorable effect on the reported external valuation.
Stock Incentive Plans Our stock incentive plans include RSUs, RSAs, PSUs and stock options. We measure and record compensation expense based on the fair value of our common stock on the date of grant for RSUs, RSAs and PSUs with performance conditions and the grant date fair value of stock options and PSUs with market conditions are determined utilizing a lattice model or the Black-Scholes formula. Compensation cost for awards that do not have an established accounting grant date is based on the fair value of our common stock at the end of each reporting period. We record compensation cost for RSUs, RSAs, PSUs and service-based stock options on a straight-line basis over the entire vesting period, or for retirement eligible employees over the requisite service period. We use the graded vesting method to record compensation cost for stock options with market conditions over the lesser of the vesting period or the time period an employee becomes eligible to retain the award at retirement. The liability for stock incentive plan awards settled in cash is remeasured to fair value at the end of each reporting period.
Product Warranty and Recall Campaigns The estimated costs related to product warranties are accrued at the time products are sold and are charged to Automotive cost of sales. These estimates are established using historical information on the nature, frequency and average cost of claims of each vehicle line or each model year of the vehicle line and assumptions about future activity and events. Revisions are made when necessary and are based on changes in these factors.
The estimated costs related to recall campaigns are generally accrued at the time of vehicle sale in GMNA by applying a frequency times severity approach that considers the number of historical recall campaigns, the number of vehicles per recall campaign, the estimated number of vehicles to be repaired and the cost per vehicle for each recall campaign. The estimated costs associated with recall campaigns in other geographical regions are accrued when probable and estimable using the estimated costs of repairs and the estimated number of vehicles to be repaired. Costs associated with recall campaigns are charged to Automotive cost of sales. Revisions are made when necessary based on changes in these factors.
Income Taxes The liability method is used in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements using the statutory tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recorded in the results of operations in the period that includes the enactment date under the law.
Deferred income tax assets are evaluated quarterly to determine if valuation allowances are required or should be adjusted. We establish valuation allowances for deferred tax assets based on a more likely than not standard. The ability to realize deferred tax assets depends on the ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction. The assessment regarding whether a valuation allowance is required or should be adjusted also considers all available positive and negative evidence factors. It is difficult to conclude a valuation allowance is not required when there is significant objective and verifiable negative evidence, such as cumulative losses in recent years. We utilize a rolling three years of actual and current year results as the primary measure of cumulative losses in recent years.
Income tax expense (benefit) for the year is allocated between continuing operations and other categories of income such as Other comprehensive income (loss). In periods in which there is a pre-tax loss from continuing operations and pre-tax income in another income category, the tax benefit allocated to continuing operations is determined by taking into account the pre-tax income of other categories.
We record uncertain tax positions on the basis of a two-step process whereby we determine whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position, and for those tax positions that meet the more likely than not criteria, we recognize the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. We record interest and penalties on uncertain tax positions in Income tax expense (benefit).
Foreign Currency Transactions and Translation The assets and liabilities of foreign subsidiaries that use the local currency as their functional currency are translated to U.S. Dollars based on the current exchange rate prevailing at each balance sheet date
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
and any resulting translation adjustments are included in Accumulated other comprehensive loss. The assets and liabilities of foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to U.S. Dollars. Revenues and expenses are translated into U.S. Dollars using the average exchange rates prevailing for each period presented.
Gains and losses arising from foreign currency transactions and the effects of remeasurements discussed in the preceding paragraph are recorded in Automotive cost of sales and GM Financial interest, operating and other expenses unless related to Automotive debt, which are recorded in Interest income and other non-operating income, net. Foreign currency transaction and remeasurement losses were $52 million, $229 million and $806 million in the years ended December 31, 2017, 2016 and 2015.
Derivative Financial Instruments Derivative financial instruments are recognized as either assets or liabilities at fair value. The accounting for changes in the fair value of each derivative financial instrument depends on whether it has been designated and qualifies as an accounting hedge, as well as the type of hedging relationship identified. Derivative instruments are not used for trading or speculative purposes.
Automotive We utilize options, swaps and forward contracts to manage foreign currency, commodity price and interest rate risks. The change in fair value of option and forward contracts not designated as hedges is recorded in Interest income and other non-operating income, net. Cash flows for all derivative financial instruments are classified in cash flows from operating activities.
Certain foreign currency and commodity forward contracts have been designated as cash flow hedges. The risk being hedged is the foreign currency and commodity price risk related to forecasted transactions. If the contract has been designated as a cash flow hedge, the effective portion of changes in the fair value of the cash flow hedge is deferred in Accumulated other comprehensive loss and is recognized in Automotive cost of sales when the hedged item affects earnings. Any ineffective portion is recorded in Automotive cost of sales in the period of remeasurement.
We estimate the fair value of the PSA warrants using a Black-Scholes formula. The significant inputs to the model include the PSA stock price and the estimated dividend yield. The estimated dividend yield is adjusted based on the terms of the Agreement. Under the terms of the Agreement upon exercise of the warrants we are entitled to receive any dividends by PSA between the issuance date and the conversion date. Gains or losses as a result of the change in the fair value of the PSA warrants are recorded in Interest income and other non-operating income, net.
Automotive Financing - GM Financial GM Financial utilizes interest rate derivative instruments to manage interest rate risk and foreign currency derivative instruments to manage foreign currency risk. The change in fair value of the derivative instruments not designated as hedges is recorded in GM Financial interest, operating and other expenses. Cash flows for all derivative financial instruments are classified in cash flows from operating activities.
Certain interest rate swap agreements have been designated as fair value hedges of fixed-rate debt. The risk being hedged is the risk of changes in the fair value of the hedged debt attributable to changes in the benchmark interest rate. If the swap has been designated as a fair value hedge, the changes in the fair value of the hedged debt are recorded in GM Financial interest, operating and other expenses. The change in fair value of the related derivative (excluding accrued interest) is also recorded in GM Financial interest, operating and other expenses.
Certain interest rate swap and foreign currency swap agreements have been designated as cash flow hedges. The risk being hedged is the foreign currency and interest rate risk related to forecasted transactions. If the contract has been designated as a cash flow hedge, the effective portion of changes in the fair value of the cash flow hedge is deferred in Accumulated other comprehensive loss and is recognized in GM Financial interest, operating and other expenses when the hedged item affects earnings. Any ineffective portion is recorded in GM Financial interest, operating and other expenses in the period of remeasurement.
Accounting Standards Not Yet Adopted In May 2014 the Financial Accounting Standards Board (FASB) issued ASU 2014-09, which requires us to recognize revenue when a customer obtains control rather than when we have transferred substantially all risks and rewards of a good or service and requires expanded disclosures. ASU 2014-09, as amended, became effective for us on January 1, 2018. ASU 2014-09 affected the amount and timing of certain revenue related transactions primarily resulting from the earlier recognition of certain sales incentives and fixed fee technology arrangements. Upon adoption of ASU 2014-09 sales incentives are recorded at the time of sale rather than at the later of sale or announcement and fixed fee technology arrangements are recognized when access to intellectual property is granted instead of over the contract period. Certain transactions with daily rental car companies may also qualify to be accounted for as a sale as opposed to the current accounting as an operating lease. We
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
adopted the provisions of ASU 2014-09 on a modified retrospective basis through a cumulative adjustment to Equity. The adoption impact of ASU 2014-09 will be a reduction to Equity of approximately $1.0 billion effective January 1, 2018.
In January 2016 the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01), which requires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in Net income and which updates certain presentation and disclosure requirements. ASU 2016-01 became effective for us beginning January 1, 2018 and required a cumulative-effect adjustment for certain items upon adoption. The adoption of ASU 2016-01 was not material to our consolidated financial statements.
In February 2016 the FASB issued ASU 2016-02, "Leases" (ASU 2016-02), which requires us as the lessee to recognize most leases on the balance sheet thereby resulting in the recognition of lease assets and liabilities for those leases currently classified as operating leases. The accounting for leases where we are the lessor remains largely unchanged. ASU 2016-02 is effective for us beginning January 1, 2019 with early adoption permitted. We are continuing to assess the impact of ASU 2016-02 as we proceed with implementation activities to permit adoption on January 1, 2019. We expect the primary impact to our consolidated financial position upon adoption will be the recognition, on a discounted basis, of our minimum commitments under noncancelable operating leases on our consolidated balance sheets resulting in the recording of right of use assets and lease obligations. Our current minimum commitments under noncancelable operating leases are disclosed in Note 17.
In June 2016 the FASB issued ASU 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (ASU 2016-13), that requires entities to use a new impairment model based on expected losses. Under this new model an entity would recognize an impairment allowance equal to its current estimate of credit losses on financial assets measured at amortized cost. ASU 2016-13 is effective for us beginning January 1, 2020 with early adoption permitted. Credit losses under the new model will consider relevant information about past events, current conditions and reasonable and supportable forecasts, resulting in recognition of lifetime expected credit losses by GM Financial upon loan origination as compared to our current accounting that recognizes credit losses as incurred. We are currently evaluating new processes to calculate credit losses in accordance with ASU 2016-13 that, once completed, will determine the impact on our consolidated financial statements which at the date of adoption will increase the allowance for credit losses with a resulting negative adjustment to Retained earnings.
In August 2016 the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Payments" (ASU 2016-15), clarifying guidance on the classification of certain cash receipts and payments in the statement of cash flows. The adoption of ASU 2016-15 on January 1, 2018 did not have a material impact on our consolidated financial statements.
In March 2017 the FASB issued ASU 2017-07, "Compensation – Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (ASU 2017-07), which requires that the service cost component of net periodic pension and OPEB (income) expense be presented in the same income statement line item as other employee compensation costs, while the remaining components of net periodic pension and OPEB (income) expense are to be presented outside operating income. ASU 2017-07 became effective for us on a retrospective basis on January 1, 2018 and will result in a decrease to Operating income and an increase to Interest income and other non-operating income, net of $1.3 billion for the years ended December 31, 2017 and 2016.
In August 2017 the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities" (ASU 2017-12), which simplifies the application of hedge accounting and more closely aligns hedge accounting with companies' risk management strategies thereby making more hedging strategies eligible for hedge accounting. ASU 2017-12 permits hedge accounting for specific risks in hedging relationships involving nonfinancial risk and interest rate risk. The simplifications to the application of hedge accounting may result in the future expansion of our use of hedge accounting. ASU 2017-12 became effective for us on January 1, 2018. ASU 2017-12 expanded disclosure requirements and required a cumulative-effect adjustment for certain items upon adoption. The adoption of ASU 2017-12 was not material to our consolidated financial statements.
Note 3. Discontinued Operations
On March 5, 2017 we entered into the Agreement to sell our European Business to PSA Group. On July 31, 2017 we closed the sale of our Opel/Vauxhall Business to PSA Group and on October 31, 2017 we closed the sale of the Fincos to Banque PSA Finance S.A. and BNP Paribas Personal Finance S.A.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
The net consideration paid at closing for the European Business was $2.5 billion, consisting of (1) $2.2 billion in cash; and (2) $808 million in warrants in PSA Group; partially offset by (3) the $455 million de-risking premium payment made to PSA Group for assuming certain underfunded pension liabilities. The warrants are not exercisable for five years and do not include any governance or voting rights with respect to PSA Group. In addition, we agreed to sell the shares of PSA Group received upon exercise of the warrants within 35 days after exercise. The purchase price is subject to certain working capital adjustments as provided in the Agreement.
The total charge from the sale of the European Business was $6.2 billion, net of tax, of which $3.9 billion is recorded in Income (loss) from discontinued operations, net of tax, and $2.3 billion is recorded in Income tax expense. The charge relates to: (1) $4.3 billion of deferred tax assets that will no longer be realizable or that transferred to PSA Group; (2) $1.5 billion related to previously deferred pension losses and payment of the de-risking premium to PSA Group for its assumption of certain underfunded pension liabilities; (3) a pre-tax disposal loss of $525 million as a result of the sale of the Fincos, which includes the recognition of $197 million of foreign currency translation losses; (4) a pre-tax charge of $421 million for the cancellation of production programs resulting from the convergence of vehicle platforms between the European Business and PSA Group; and (5) other insignificant costs to support the separation of operations to be provided for a period of time following closing; partially offset by proceeds.
Refer to Note 17 to our consolidated financial statements for further details related to the working capital adjustments and indemnity provided by the Seller to PSA Group.
We retained net underfunded pension liabilities of $6.8 billion owed primarily to current pensioners and former employees of the European Business with vested pension rights. PSA Group assumed, pursuant to the Agreement, approximately $3.1 billion of net underfunded pension liabilities primarily with respect to active employees of the Opel/Vauxhall Business, and during the year ended December 31, 2017 the Seller made payments to PSA Group, or one or more pension funding vehicles, of $3.4 billion in respect of these assumed liabilities, which includes pension funding payments for active employees and the de-risking premium payment of $455 million discussed above. At closing we drew upon our three-year unsecured revolving credit facility to fund these payments. We issued debt securities, as described in Note 14, thereafter to repay the amount drawn on our credit facility. As part of the retained pension liabilities described above, we retained the U.K. defined benefit pension plans in existence at signing related to the Opel/Vauxhall Business, including responsibility for service cost accruals through the closing date. Those plans with active participants closed to future accrual as of July 30, 2017. Any future service cost accruals on and from the closing date will be the responsibility of PSA Group.
We have agreed to purchase from and supply to PSA Group certain vehicles for a period of time following closing. During the year ended December 31, 2017 Total net sales and revenue of $853 million and purchases and expenses of $218 million related to transactions with the Opel/Vauxhall Business that would have been eliminated in consolidation prior to the sale of the Opel/Vauxhall Business were included in continuing operations. During the year ended December 31, 2017 cash payments were $242 million and cash receipts of $1.2 billion were recorded in Net cash provided by operating cash flows - continuing operations related to transactions with the Opel/Vauxhall Business.
The following table summarizes the results of the European Business operations:
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Automotive net sales and revenue | $ | 11,257 | $ | 19,704 | $ | 19,075 | |||||
| GM Financial net sales and revenue | 466 | 552 | 573 | ||||||||
| Total net sales and revenue | 11,723 | 20,256 | 19,648 | ||||||||
| Automotive cost of sales | 11,049 | 18,894 | 18,343 | ||||||||
| GM Financial interest, operating and other expenses | 342 | 423 | 429 | ||||||||
| Automotive selling, general, and administrative expense | 813 | 1,356 | 1,517 | ||||||||
| Other income and (expense) items | (72 | ) | 93 | (12 | ) | ||||||
| Loss from discontinued operations before taxes | 553 | 324 | 653 | ||||||||
| Loss on sale of discontinued operations before taxes(a)(b) | 2,176 | — | — | ||||||||
| Total loss from discontinued operations before taxes | 2,729 | 324 | 653 | ||||||||
| Income tax expense (benefit)(b)(c) | 1,483 | (323 | ) | (678 | ) | ||||||
| Income (loss) from discontinued operations, net of tax | $ | (4,212 | ) | $ | (1 | ) | $ | 25 |
| (a) | Includes contract cancellation charges associated with the disposal for the year ended December 31, 2017. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
| (b) | Total loss on sale of discontinued operations, net of tax was $3.9 billion for the year ended December 31, 2017. |
| (c) | Includes $2.0 billion of deferred tax assets that transferred to PSA Group in the year ended December 31, 2017. |
The following table summarizes the assets and liabilities of the European Business at December 31, 2016:
| December 31, 2016 | |||
| Current Assets | |||
| Cash and cash equivalents | $ | 386 | |
| Accounts and notes receivable, net | 938 | ||
| GM Financial receivables, net | 5,938 | ||
| Inventories | 2,748 | ||
| Equipment on operating leases, net | 786 | ||
| Other current assets | 382 | ||
| Total current assets held for sale | 11,178 | ||
| Non-current Assets | |||
| GM Financial receivables, net | 3,723 | ||
| Property, net | 3,217 | ||
| Deferred income taxes | 1,920 | ||
| Other assets | 515 | ||
| Total non-current assets held for sale | 9,375 | ||
| Total Assets Held for Sale | $ | 20,553 | |
| Current Liabilities | |||
| Accounts payable (principally trade) | $ | 3,628 | |
| Short-term debt and current portion of long-term debt | |||
| Automotive | 107 | ||
| GM Financial | 5,124 | ||
| Accrued liabilities | 3,299 | ||
| Total current liabilities held for sale | 12,158 | ||
| Non-current Liabilities | |||
| Long-term debt | |||
| Automotive | 85 | ||
| GM Financial | 4,189 | ||
| Pensions | 2,687 | ||
| Other liabilities | 665 | ||
| Total non-current liabilities held for sale | 7,626 | ||
| Total Liabilities Held for Sale | $ | 19,784 |
Note 4. Marketable Securities
The following table summarizes the fair value of cash equivalents and marketable securities which approximates cost:
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
| Fair Value Level | December 31, 2017 | December 31, 2016 | |||||||
| Cash and cash equivalents | |||||||||
| Cash, cash equivalents and time deposits | $ | 6,962 | $ | 5,692 | |||||
| Available-for-sale securities | |||||||||
| U.S. government and agencies | 2 | 750 | 1,158 | ||||||
| Corporate debt | 2 | 3,032 | 2,524 | ||||||
| Money market funds | 1 | 2,814 | 1,801 | ||||||
| Sovereign debt | 2 | 1,954 | 1,399 | ||||||
| Total available-for-sale securities – cash equivalents | 8,550 | 6,882 | |||||||
| Total cash and cash equivalents | $ | 15,512 | $ | 12,574 | |||||
| Marketable securities | |||||||||
| U.S. government and agencies | 2 | $ | 3,310 | $ | 5,886 | ||||
| Corporate debt | 2 | 3,665 | 3,611 | ||||||
| Mortgage and asset-backed | 2 | 635 | 197 | ||||||
| Sovereign debt | 2 | 703 | 2,147 | ||||||
| Total available-for-sale securities – marketable securities | $ | 8,313 | $ | 11,841 | |||||
| Restricted cash | |||||||||
| Cash, cash equivalents and time deposits | $ | 219 | $ | 248 | |||||
| Available-for-sale securities, primarily money market funds | 1 | 2,117 | 1,665 | ||||||
| Total restricted cash | $ | 2,336 | $ | 1,913 | |||||
| Available-for-sale securities included above with contractual maturities(a) | |||||||||
| Due in one year or less | $ | 8,539 | |||||||
| Due between one and five years | 4,875 | ||||||||
| Total available-for-sale securities with contractual maturities | $ | 13,414 |
| (a) | Excludes mortgage and asset-backed securities. |
Sales proceeds from investments classified as available-for-sale and sold prior to maturity were $5.6 billion, $8.5 billion and $7.9 billion in the years ended December 31, 2017, 2016 and 2015. Net unrealized gains and losses on available-for-sale securities and realized gains and losses on trading securities were insignificant in the years ended December 31, 2017, 2016 and 2015. Cumulative unrealized gains and losses on available-for-sale securities were insignificant at December 31, 2017 and 2016.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows:
| December 31, 2017 | December 31, 2016 | ||||||
| Cash and cash equivalents | $ | 15,512 | $ | 12,574 | |||
| Restricted cash included in Other current assets | 1,745 | 1,382 | |||||
| Restricted cash included in Other assets | 591 | 531 | |||||
| Total | $ | 17,848 | $ | 14,487 |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
Note 5. GM Financial Receivables
| December 31, 2017 | December 31, 2016 | ||||||||||||||||||||||
| Retail | Commercial | Total | Retail | Commercial | Total | ||||||||||||||||||
| Finance receivables, collectively evaluated for impairment, net of fees | $ | 30,486 | $ | 9,935 | $ | 40,421 | $ | 24,480 | $ | 7,506 | $ | 31,986 | |||||||||||
| Finance receivables, individually evaluated for impairment, net of fees | 2,228 | 22 | 2,250 | 1,920 | 27 | 1,947 | |||||||||||||||||
| GM Financial receivables | 32,714 | 9,957 | 42,671 | 26,400 | 7,533 | 33,933 | |||||||||||||||||
| Less: allowance for loan losses | (889 | ) | (53 | ) | (942 | ) | (765 | ) | (40 | ) | (805 | ) | |||||||||||
| GM Financial receivables, net | $ | 31,825 | $ | 9,904 | $ | 41,729 | $ | 25,635 | $ | 7,493 | $ | 33,128 | |||||||||||
| Fair value of GM Financial receivables | $ | 41,735 | $ | 33,181 |
We estimate the fair value of retail finance receivables using observable and unobservable Level 3 inputs within a cash flow model. The inputs reflect assumptions regarding expected prepayments, deferrals, delinquencies, recoveries and charge-offs of the loans within the portfolio. The cash flow model produces an estimated amortization schedule of the finance receivables. The projected cash flows are then discounted to derive the fair value of the portfolio. Macroeconomic factors could affect the credit performance of the portfolio and therefore could potentially affect the assumptions used in our cash flow model. A substantial majority of our commercial finance receivables have variable interest rates. The carrying amount, a Level 2 input, is considered to be a reasonable estimate of fair value.
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Allowance for loan losses at beginning of period | $ | 805 | $ | 749 | $ | 668 | |||||
| Provision for loan losses | 757 | 644 | 603 | ||||||||
| Charge-offs | (1,173 | ) | (1,137 | ) | (969 | ) | |||||
| Recoveries | 552 | 542 | 469 | ||||||||
| Effect of foreign currency | 1 | 7 | (22 | ) | |||||||
| Allowance for loan losses at end of period | $ | 942 | $ | 805 | $ | 749 |
The allowance for loan losses on retail and commercial finance receivables included a collective allowance of $611 million, $525 million and $524 million and a specific allowance of $331 million, $280 million and $225 million at December 31, 2017, 2016 and 2015.
Retail Finance Receivables We use proprietary scoring systems in the underwriting process that measure the credit quality of retail finance receivables using several factors, such as credit bureau information, consumer credit risk scores (e.g. FICO scores or their equivalent) and contract characteristics. We also consider other factors such as employment history, financial stability and capacity to pay. Subsequent to origination we review the credit quality of retail finance receivables based on customer payment activity. While we have historically focused on consumers with lower than prime credit scores, we have expanded our prime lending programs. At December 31, 2017 and 2016 33% and 41% of retail finance receivables were from consumers with sub-prime credit scores, which are defined as FICO scores or equivalent scores of less than 620 at the time of loan origination.
We purchase retail finance contracts from automobile dealers without recourse, and accordingly, the dealer has no liability to GM Financial if the consumer defaults on the contract. Finance receivables are collateralized by vehicle titles and GM Financial has the right to repossess the vehicle in the event the consumer defaults on the payment terms of the contract.
An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date the payment was contractually due. The accrual of finance charge income had been suspended on delinquent retail finance receivables with contractual amounts due of $778 million and $798 million at December 31, 2017 and 2016. The following table summarizes the contractual amount of delinquent retail finance receivables, which is not significantly different than the recorded investment of the retail finance receivables:
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
| December 31, 2017 | December 31, 2016 | ||||||||||||
| Amount | Percent of Contractual Amount Due | Amount | Percent of Contractual Amount Due | ||||||||||
| 31-to-60 days delinquent | $ | 1,334 | 4.1 | % | $ | 1,220 | 4.6 | % | |||||
| Greater-than-60 days delinquent | 559 | 1.7 | % | 532 | 2.0 | % | |||||||
| Total finance receivables more than 30 days delinquent | 1,893 | 5.8 | % | 1,752 | 6.6 | % | |||||||
| In repossession | 27 | — | % | 47 | 0.2 | % | |||||||
| Total finance receivables more than 30 days delinquent or in repossession | $ | 1,920 | 5.8 | % | $ | 1,799 | 6.8 | % |
Retail finance receivables classified as TDRs and individually evaluated for impairment were $2.2 billion and $1.9 billion and the allowance for loan losses included $328 million and $276 million of specific allowances on these receivables at December 31, 2017 and 2016.
Commercial Finance Receivables Our commercial finance receivables consist of dealer financings, primarily for inventory purchases. A proprietary model is used to assign a risk rating to each dealer. We perform periodic credit reviews of each dealership and adjust the dealership's risk rating, if necessary. Dealers in Group VI are subject to additional restrictions on funding, including suspension of lines of credit and liquidation of assets. The commercial finance receivables on non-accrual status were insignificant at December 31, 2017 and 2016. The following table summarizes the credit risk profile by dealer risk rating of the commercial finance receivables:
| December 31, 2017 | December 31, 2016 | |||||||
| Group I | – Dealers with superior financial metrics | $ | 1,915 | $ | 1,372 | |||
| Group II | – Dealers with strong financial metrics | 3,465 | 2,526 | |||||
| Group III | – Dealers with fair financial metrics | 3,239 | 2,598 | |||||
| Group IV | – Dealers with weak financial metrics | 997 | 613 | |||||
| Group V | – Dealers warranting special mention due to elevated risks | 260 | 334 | |||||
| Group VI | – Dealers with loans classified as substandard, doubtful or impaired | 81 | 90 | |||||
| $ | 9,957 | $ | 7,533 |
Note 6. Inventories
| December 31, 2017 | December 31, 2016 | ||||||
| Total productive material, supplies and work in process | $ | 4,203 | $ | 5,008 | |||
| Finished product, including service parts | 6,460 | 6,032 | |||||
| Total inventories | $ | 10,663 | $ | 11,040 |
Note 7. Equipment on Operating Leases
Equipment on operating leases consists of leases to retail customers that are recorded as operating leases and vehicle sales to daily rental car companies with a guaranteed repurchase obligation.
| December 31, 2017 | December 31, 2016 | ||||||
| Equipment on operating leases | $ | 53,947 | $ | 41,851 | |||
| Less: accumulated depreciation | (9,959 | ) | (6,399 | ) | |||
| Equipment on operating leases, net(a) | $ | 43,988 | $ | 35,452 |
| (a) | Includes $42.9 billion and $34.3 billion of GM Financial equipment on operating leases, net in the years ended December 31, 2017 and 2016. |
Depreciation expense related to equipment on operating leases, net was $6.7 billion, $4.7 billion and $2.5 billion in the years ended December 31, 2017, 2016 and 2015.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
The following table summarizes minimum rental payments due to GM Financial on leases to retail customers:
| 2018 | 2019 | 2020 | 2021 | 2022 | |||||||||||||||
| Minimum rental receipts under operating leases | $ | 6,848 | $ | 4,530 | $ | 1,759 | $ | 189 | $ | 12 |
Note 8. Equity in Net Assets of Nonconsolidated Affiliates
Nonconsolidated affiliates are entities in which an equity ownership interest is maintained and for which the equity method of accounting is used due to our ability to exert significant influence over decisions relating to their operating and financial affairs. Revenue and expenses of our joint ventures are not consolidated into our financial statements; rather, our proportionate share of the earnings of each joint venture is reflected as Equity income.
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Automotive China equity income | $ | 1,976 | $ | 1,973 | $ | 2,057 | |||||
| Other joint ventures equity income | 156 | 309 | 136 | ||||||||
| Total Equity income | $ | 2,132 | $ | 2,282 | $ | 2,193 |
Investments in Nonconsolidated Affiliates
| December 31, 2017 | December 31, 2016 | ||||||
| Automotive China carrying amount | $ | 7,832 | $ | 7,859 | |||
| Other investments carrying amount | 1,241 | 1,137 | |||||
| Total equity in net assets of nonconsolidated affiliates | $ | 9,073 | $ | 8,996 |
The carrying amount of our investments in certain joint ventures exceeded our share of the underlying net assets by $4.3 billion at December 31, 2017 and 2016 due primarily to goodwill from the application of fresh-start reporting and the purchase of additional interests in nonconsolidated affiliates.
The following table summarizes our direct ownership interests in our China JVs:
| December 31, 2017 | December 31, 2016 | ||||
| Automotive China JVs | |||||
| SAIC General Motors Corp., Ltd. (SGM) | 50 | % | 50 | % | |
| FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM) | 50 | % | 50 | % | |
| Pan Asia Technical Automotive Center Co., Ltd. | 50 | % | 50 | % | |
| SAIC General Motors Sales Co., Ltd. | 49 | % | 49 | % | |
| SAIC GM Wuling Automobile Co., Ltd. (SGMW) | 44 | % | 44 | % | |
| Shanghai OnStar Telematics Co., Ltd. (Shanghai OnStar) | 40 | % | 40 | % | |
| SAIC GM (Shenyang) Norsom Motors Co., Ltd. (SGM Norsom) | 25 | % | 25 | % | |
| SAIC GM Dong Yue Motors Co., Ltd. (SGM DY) | 25 | % | 25 | % | |
| SAIC GM Dong Yue Powertrain Co., Ltd. (SGM DYPT) | 25 | % | 25 | % | |
| Shanghai Chengxin Used Car Operation and Management Co., Ltd. (Shanghai Chengxin Used Car) | — | % | 33 | % | |
| Other joint ventures | |||||
| SAIC-GMAC | 35 | % | 35 | % |
SGM is a joint venture we established with Shanghai Automotive Industry Corporation (SAIC) (50%). SGM has interests in three other joint ventures in China: SGM Norsom, SGM DY and SGM DYPT. These three joint ventures are jointly held by SGM (50%), SAIC (25%) and ourselves. These four joint ventures are engaged in the production, import and sale of a range of products under the Buick, Chevrolet and Cadillac brands. SGM also has interests in Shanghai OnStar (20%) and SAIC-GMAC (20%). Shanghai Automotive Group Finance Company Ltd., a subsidiary of SAIC, owns 45% of SAIC-GMAC.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
Summarized Financial Data of Nonconsolidated Affiliates
| December 31, 2017 | December 31, 2016 | ||||||||||||||||||||||
| Automotive China JVs | Others | Total | Automotive China JVs | Others | Total | ||||||||||||||||||
| Summarized Balance Sheet Data | |||||||||||||||||||||||
| Current assets | $ | 17,370 | $ | 13,484 | $ | 30,854 | $ | 17,325 | $ | 8,383 | $ | 25,708 | |||||||||||
| Non-current assets | 14,188 | 3,409 | 17,597 | 12,712 | 5,991 | 18,703 | |||||||||||||||||
| Total assets | $ | 31,558 | $ | 16,893 | $ | 48,451 | $ | 30,037 | $ | 14,374 | $ | 44,411 | |||||||||||
| Current liabilities | $ | 22,642 | $ | 12,255 | $ | 34,897 | $ | 21,428 | $ | 7,277 | $ | 28,705 | |||||||||||
| Non-current liabilities | 1,639 | 1,903 | 3,542 | 1,393 | 3,898 | 5,291 | |||||||||||||||||
| Total liabilities | $ | 24,281 | $ | 14,158 | $ | 38,439 | $ | 22,821 | $ | 11,175 | $ | 33,996 | |||||||||||
| Noncontrolling interests | $ | 871 | $ | 1 | $ | 872 | $ | 856 | $ | 1 | $ | 857 |
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Summarized Operating Data | |||||||||||
| Automotive China JVs' net sales | $ | 50,065 | $ | 47,150 | $ | 44,959 | |||||
| Others' net sales | 2,542 | 2,412 | 3,571 | ||||||||
| Total net sales | $ | 52,607 | $ | 49,562 | $ | 48,530 | |||||
| Automotive China JVs' net income | $ | 3,984 | $ | 4,117 | $ | 4,290 | |||||
| Others' net income | 648 | 378 | 435 | ||||||||
| Total net income | $ | 4,632 | $ | 4,495 | $ | 4,725 |
Transactions with Nonconsolidated Affiliates Our nonconsolidated affiliates are involved in various aspects of the development, production and marketing of cars, trucks, crossovers and automobile parts. We enter into transactions with certain nonconsolidated affiliates to purchase and sell component parts and vehicles. The following tables summarize transactions with and balances related to our nonconsolidated affiliates:
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Automotive sales and revenue | $ | 923 | $ | 889 | $ | 1,745 | |||||
| Automotive purchases, net | $ | 674 | $ | 803 | $ | 7 | |||||
| Dividends received | $ | 2,000 | $ | 2,120 | $ | 2,047 | |||||
| Operating cash flows | $ | 2,321 | $ | 2,512 | $ | 3,853 |
| December 31, 2017 | December 31, 2016 | ||||||
| Accounts and notes receivable, net | $ | 780 | $ | 807 | |||
| Accounts payable | $ | 534 | $ | 553 | |||
| Undistributed earnings | $ | 2,184 | $ | 2,172 |
Note 9. Property
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
| Estimated Useful Lives in Years | December 31, 2017 | December 31, 2016 | |||||||
| Land | $ | 1,647 | $ | 1,587 | |||||
| Buildings and improvements | 5-40 | 7,471 | 6,217 | ||||||
| Machinery and equipment | 3-27 | 23,915 | 21,613 | ||||||
| Special tools | 1-13 | 21,113 | 19,359 | ||||||
| Construction in progress | 6,188 | 4,493 | |||||||
| Total property | 60,334 | 53,269 | |||||||
| Less: accumulated depreciation | (24,081 | ) | (20,666 | ) | |||||
| Total property, net | $ | 36,253 | $ | 32,603 |
The amount of capitalized software included in Property, net was $1.2 billion and $1.1 billion at December 31, 2017 and 2016. The amount of interest capitalized and excluded from Automotive interest expense related to Property, net was insignificant in the years ended December 31, 2017, 2016 and 2015.
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Depreciation and amortization expense | $ | 4,966 | $ | 4,622 | $ | 3,904 | |||||
| Impairment charges | $ | 199 | $ | 68 | $ | 628 | |||||
| Capitalized software amortization expense(a) | $ | 459 | $ | 458 | $ | 374 |
| (a) | Included in depreciation and amortization expense. |
Note 10. Acquisition of Business
On May 12, 2016 we acquired all of the outstanding capital stock of Cruise, an autonomous vehicle technology company, to further accelerate our development of autonomous vehicles. The deal consideration at closing was $581 million, of which $291 million was paid in cash and approximately $290 million was paid through the issuance of new common stock. The fair value of the common stock issued was determined based on the closing price of our common stock on May 12, 2016. In conjunction with the acquisition, we entered into other agreements that will result in future costs contingent upon the continued employment of key individuals and additional performance-based awards contingent upon the achievement of specific technology and commercialization milestones.
Of the total consideration, $130 million was allocated to intangible assets, primarily in-process research and development with an indefinite life until fully developed and commercialized, $39 million was allocated to deferred tax liabilities, net of other assets, and $490 million was allocated to non-tax-deductible goodwill in Corporate primarily related to the synergies expected to arise as a result of the acquisition.
Note 11. Goodwill and Intangible Assets
Goodwill of $1.9 billion consisted of $1.4 billion recorded in GM Financial and $490 million included in Corporate at December 31, 2017 and 2016.
| December 31, 2017 | December 31, 2016 | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
| Technology and intellectual property | $ | 8,092 | $ | 7,735 | $ | 357 | $ | 8,399 | $ | 7,940 | $ | 459 | |||||||||||
| Brands | 4,302 | 1,044 | 3,258 | 4,311 | 921 | 3,390 | |||||||||||||||||
| Dealer network, customer relationships and other | 1,310 | 933 | 377 | 1,356 | 912 | 444 | |||||||||||||||||
| Total intangible assets | $ | 13,704 | $ | 9,712 | $ | 3,992 | $ | 14,066 | $ | 9,773 | $ | 4,293 |
Our amortization expense related to intangible assets was $278 million, $325 million, and $324 million in the years ended December 31, 2017, 2016 and 2015.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
Amortization expense related to intangible assets is estimated to be approximately $175 million in each of the next five years.
Note 12. Variable Interest Entities
GM Financial uses special purpose entities (SPEs) that are considered VIEs to issue variable funding notes to third party bank-sponsored warehouse facilities or asset-backed securities to investors in securitization transactions. The debt issued by these VIEs is backed by finance receivables and leasing related assets transferred to the VIEs (Securitized Assets). GM Financial determined that it is the primary beneficiary of the SPEs because the servicing responsibilities for the Securitized Assets give GM Financial the power to direct the activities that most significantly impact the performance of the VIEs and the variable interests in the VIEs give GM Financial the obligation to absorb losses and the right to receive residual returns that could potentially be significant. The assets serve as the sole source of repayment for the debt issued by these entities. Investors in the notes issued by the VIEs do not have recourse to GM Financial or its other assets, with the exception of customary representation and warranty repurchase provisions and indemnities that GM Financial provides as the servicer. GM Financial is not required and does not currently intend to provide additional financial support to these SPEs. While these subsidiaries are included in GM Financial's consolidated financial statements, they are separate legal entities and their assets are legally owned by them and are not available to GM Financial's creditors. The following table summarizes the assets and liabilities related to GM Financial's consolidated VIEs:
| December 31, 2017 | December 31, 2016 | ||||||
| Restricted cash – current | $ | 1,740 | $ | 1,302 | |||
| Restricted cash – non-current | $ | 527 | $ | 478 | |||
| GM Financial receivables, net of fees – current | $ | 15,141 | $ | 12,437 | |||
| GM Financial receivables, net of fees – non-current | $ | 12,944 | $ | 11,917 | |||
| GM Financial equipment on operating leases, net | $ | 22,222 | $ | 19,341 | |||
| GM Financial short-term debt and current portion of long-term debt | $ | 18,972 | $ | 17,526 | |||
| GM Financial long-term debt | $ | 20,356 | $ | 16,659 |
GM Financial recognizes finance charge, leased vehicle and fee income on the Securitized Assets and interest expense on the secured debt issued in a securitization transaction and records a provision for loan losses to recognize probable loan losses inherent in the finance receivables.
Note 13. Accrued and Other Liabilities
| December 31, 2017 | December 31, 2016 | ||||||
| Accrued liabilities | |||||||
| Dealer and customer allowances, claims and discounts | $ | 8,523 | $ | 8,847 | |||
| Deposits primarily from rental car companies | 2,113 | 2,023 | |||||
| Deferred revenue | 3,400 | 2,695 | |||||
| Product warranty and related liabilities | 2,994 | 3,236 | |||||
| Payrolls and employee benefits excluding postemployment benefits | 2,594 | 2,915 | |||||
| Other | 6,372 | 6,177 | |||||
| Total accrued liabilities | $ | 25,996 | $ | 25,893 | |||
| Other liabilities | |||||||
| Deferred revenue | $ | 2,887 | $ | 2,285 | |||
| Product warranty and related liabilities | 5,338 | 5,833 | |||||
| Employee benefits excluding postemployment benefits | 680 | 899 | |||||
| Postemployment benefits including facility idling reserves | 574 | 757 | |||||
| Other | 2,915 | 2,641 | |||||
| Total other liabilities | $ | 12,394 | $ | 12,415 |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Product Warranty and Related Liabilities | |||||||||||
| Warranty balance at beginning of period | $ | 9,069 | $ | 8,550 | $ | 8,871 | |||||
| Warranties issued and assumed in period – recall campaigns | 678 | 899 | 878 | ||||||||
| Warranties issued and assumed in period – product warranty | 2,123 | 2,338 | 2,108 | ||||||||
| Payments | (3,129 | ) | (3,375 | ) | (3,670 | ) | |||||
| Adjustments to pre-existing warranties | (495 | ) | 636 | 578 | |||||||
| Effect of foreign currency and other | 86 | 21 | (215 | ) | |||||||
| Warranty balance at end of period | $ | 8,332 | $ | 9,069 | $ | 8,550 |
We estimate our reasonably possible loss in excess of amounts accrued for recall campaigns to be insignificant at December 31, 2017. Refer to Note 17 for reasonably possible losses on Takata matters.
Note 14. Automotive and GM Financial Debt
| December 31, 2017 | December 31, 2016 | ||||||
| Secured debt | $ | 204 | $ | 108 | |||
| Unsecured debt | 12,579 | 9,742 | |||||
| Capital leases | 719 | 710 | |||||
| Total automotive debt(a) | $ | 13,502 | $ | 10,560 | |||
| Fair value utilizing Level 1 inputs | $ | 13,202 | $ | 9,515 | |||
| Fair value utilizing Level 2 inputs | 1,886 | 1,884 | |||||
| Fair value of automotive debt | $ | 15,088 | $ | 11,399 | |||
| Available under credit facility agreements | $ | 14,067 | $ | 14,181 | |||
| Interest rate range on outstanding debt(b) | 0.0-21.8% | 0.0-18.0% | |||||
| Weighted-average interest rate on outstanding short-term debt(b) | 4.7 | % | 10.7 | % | |||
| Weighted-average interest rate on outstanding long-term debt(b) | 5.2 | % | 5.2 | % |
| (a) | Includes net discount and debt issuance costs of $499 million and $491 million at December 31, 2017 and 2016. |
| (b) | Includes coupon rates on debt denominated in various foreign currencies and interest free loans and the impact of reclassification of $1.5 billion of senior unsecured notes from long-term to short-term in the year ended December 31, 2017. |
The fair value of automotive debt measured utilizing Level 1 inputs was based on quoted prices in active markets for identical instruments that a market participant can access at the measurement date. The fair value of automotive debt measured utilizing Level 2 inputs was based on a discounted cash flow model using observable inputs. This model utilizes observable inputs such as contractual repayment terms and benchmark yield curves, plus a spread based on our senior unsecured notes that is intended to represent our nonperformance risk. We obtain the benchmark yield curves and yields on unsecured notes from independent sources that are widely used in the financial industry. At December 31, 2017 and December 31, 2016 the fair value of automotive debt exceeded its carrying amount due primarily to a decrease in bond yields compared to yields at the time of issuance.
In August 2017 we issued $3.0 billion in aggregate principal amount of senior unsecured notes with an initial weighted average interest rate of 4.5% and maturity dates ranging from 2020 to 2048. The indentures governing these notes contain terms and covenants customary of these types of securities including limitation on the amount of certain secured debt we may incur. The net proceeds from the issuance of these senior unsecured notes were used to repay the $3.0 billion drawn on our three-year unsecured revolving credit facility in the three months ended September 30, 2017 to fund the payments to PSA Group, or one or more pension funding vehicles, for the assumed net underfunded pension liabilities in connection with the sale of the Opel/Vauxhall Business as described in Note 3.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
| December 31, 2017 | December 31, 2016 | ||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||
| Secured debt | $ | 39,887 | $ | 39,948 | $ | 35,087 | $ | 35,162 | |||||||
| Unsecured debt | 40,830 | 41,989 | 29,476 | 30,045 | |||||||||||
| Total GM Financial debt | $ | 80,717 | $ | 81,937 | $ | 64,563 | $ | 65,207 | |||||||
| Fair value utilizing Level 2 inputs | $ | 79,623 | $ | 62,951 | |||||||||||
| Fair value utilizing Level 3 inputs | $ | 2,314 | $ | 2,256 |
The fair value of GM Financial debt measured utilizing Level 2 inputs was based on quoted market prices for identical instruments and if unavailable, quoted market prices of similar instruments. For debt with original maturity or revolving period of 18 months or less par value is considered to be a reasonable estimate of fair value. The fair value of GM Financial debt measured utilizing Level 3 inputs was based on the discounted future net cash flows expected to be settled using current risk-adjusted rates.
Secured debt consists of revolving credit facilities and securitization notes payable. Most of the secured debt was issued by VIEs and is repayable only from proceeds related to the underlying pledged Securitized Assets. Refer to Note 12 for additional information on GM Financial's involvement with VIEs. GM Financial is required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under certain secured credit facilities. The weighted-average interest rate on secured debt was 2.37% at December 31, 2017. The revolving credit facilities have maturity dates ranging from 2018 to 2023 and securitization notes payable have maturity dates ranging from 2019 to 2025. At the end of the revolving period, if not renewed, the debt of revolving credit facilities will amortize over a defined period. In the year ended December 31, 2017 we entered into new or renewed credit facilities with a total net additional borrowing capacity of $2.9 billion, which had substantially the same terms as existing debt and we issued $22.4 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of 2.10% and maturity dates ranging from 2019 to 2025.
Unsecured debt consists of senior notes, credit facilities and other unsecured debt. Senior notes outstanding at December 31, 2017 are due beginning in 2018 through 2027 and have a weighted-average interest rate of 3.27%. In the year ended December 31, 2017 we issued $12.7 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of 2.85% and maturity dates ranging from 2019 to 2027.
In January 2018 we issued $1.65 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of 3.26% and maturity dates ranging from 2023 to 2028.
Each of the revolving credit facilities and the indentures governing GM Financial's notes contain terms and covenants including limitations on GM Financial's ability to incur certain liens.
The terms of advances on credit facilities and other unsecured debt have original maturities of up to four years. The weighted-average interest rate on credit facilities and other unsecured debt was 7.28% at December 31, 2017.
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Automotive interest expense | $ | 575 | $ | 563 | $ | 423 | |||||
| Automotive Financing - GM Financial interest expense | 2,566 | 1,972 | 1,460 | ||||||||
| Total interest expense | $ | 3,141 | $ | 2,535 | $ | 1,883 |
The following table summarizes contractual maturities including capital leases at December 31, 2017:
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
| Automotive | Automotive Financing(a) | Total | |||||||||
| 2018 | $ | 2,528 | $ | 24,502 | $ | 27,030 | |||||
| 2019 | 154 | 18,489 | 18,643 | ||||||||
| 2020 | 586 | 14,696 | 15,282 | ||||||||
| 2021 | 59 | 7,802 | 7,861 | ||||||||
| 2022 | 63 | 5,323 | 5,386 | ||||||||
| Thereafter | 10,611 | 10,477 | 21,088 | ||||||||
| $ | 14,001 | $ | 81,289 | $ | 95,290 |
| (a) | Secured debt, credit facilities and other unsecured debt are based on expected payoff date. Senior notes principal amounts are based on maturity. |
At December 31, 2017 future interest payments on automotive capital lease obligations were $280 million. GM Financial had no capital lease obligations at December 31, 2017.
Compliance with Debt Covenants Several of our loan facilities, including our revolving credit facilities, require compliance with certain financial and operational covenants as well as regular reporting to lenders, including providing certain subsidiary financial statements. Some of GM Financial’s secured and unsecured debt agreements also contain various covenants, including maintaining portfolio performance ratios as well as limits on deferment levels. Failure to meet certain of these requirements may result in a covenant violation or an event of default depending on the terms of the agreement. An event of default may allow lenders to declare amounts outstanding under these agreements immediately due and payable, to enforce their interests against collateral pledged under these agreements or restrict our ability or GM Financial's ability to obtain additional borrowings. No technical defaults or covenant violations existed at December 31, 2017.
Note 15. Derivative Financial Instruments
Automotive The following table presents the notional amounts based on asset or liability positions of derivative financial instruments in our automotive operations:
| Fair Value Level | December 31, 2017 | December 31, 2016 | |||||||
| Derivatives designated as hedges(a) | |||||||||
| Assets | |||||||||
| Cash flow hedges | |||||||||
| Foreign currency | 2 | $ | — | $ | 803 | ||||
| Commodity | 2 | — | 106 | ||||||
| Total assets | $ | — | $ | 909 | |||||
| Derivatives not designated as hedges(a) | |||||||||
| Assets | |||||||||
| Foreign currency | 2/3 | $ | 2,834 | $ | 4,483 | ||||
| Commodity | 2 | 606 | 1,061 | ||||||
| PSA Warrants(b) | 2 | 48 | — | ||||||
| Total assets | $ | 3,488 | $ | 5,544 | |||||
| Liabilities | |||||||||
| Foreign currency | 2/3 | $ | 1,188 | $ | 470 | ||||
| Commodity | 2 | — | 181 | ||||||
| Total liabilities | $ | 1,188 | $ | 651 |
| (a) | The fair value of these derivative instruments at December 31, 2017 and 2016 and the gains/losses included in our consolidated income statements and statements of comprehensive income for the years ended December 31, 2017, 2016 and 2015 were insignificant. |
| (b) | The fair value of the PSA warrants was $764 million at December 31, 2017. |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
GM Financial The following table presents the notional amounts based on asset or liability positions of GM Financial's derivative financial instruments:
| Fair Value Level | December 31, 2017 | December 31, 2016 | |||||||
| Derivatives designated as hedges(a) | |||||||||
| Assets | |||||||||
| Fair value hedges – interest rate swaps | 2 | $ | 1,250 | $ | — | ||||
| Cash flow hedges | |||||||||
| Interest rate swaps | 2/3 | 2,177 | 3,070 | ||||||
| Foreign currency | 2 | 1,574 | — | ||||||
| Total cash flow hedges | 3,751 | 3,070 | |||||||
| Total assets | $ | 5,001 | $ | 3,070 | |||||
| Liabilities | |||||||||
| Fair value hedges – interest rate swaps(b) | 2 | $ | 9,860 | $ | 7,700 | ||||
| Cash flow hedges | |||||||||
| Interest rate swaps | 2/3 | — | 500 | ||||||
| Foreign currency | 2 | — | 791 | ||||||
| Total cash flow hedges | — | 1,291 | |||||||
| Total liabilities | $ | 9,860 | $ | 8,991 | |||||
| Derivatives not designated as hedges(a) | |||||||||
| Assets | |||||||||
| Interest rate swaps(c) | 2/3 | $ | 38,741 | $ | 7,959 | ||||
| Interest rate caps and floors | 2 | 16,840 | 9,698 | ||||||
| Foreign currency | 2 | 1,201 | — | ||||||
| Total assets | $ | 56,782 | $ | 17,657 | |||||
| Liabilities | |||||||||
| Interest rate swaps | 2/3 | $ | 8,404 | $ | 6,170 | ||||
| Interest rate caps and floors | 2 | 17,953 | 12,146 | ||||||
| Total liabilities | $ | 26,357 | $ | 18,316 |
| (a) | The fair value of these derivative instruments at December 31, 2017 and 2016 and the gains/losses included in our consolidated income statements and statements of comprehensive income for the years ended December 31, 2017, 2016 and 2015 were insignificant. |
| (b) | The fair value of these derivative instruments was $290 million and $276 million at December 31, 2017 and 2016. |
| (c) | The fair value of these derivative instruments was $260 million and insignificant at December 31, 2017 and 2016. |
Note 16. Pensions and Other Postretirement Benefits
Employee Pension and Other Postretirement Benefit Plans
Defined Benefit Pension Plans Defined benefit pension plans covering eligible U.S. hourly employees (hired prior to October 2007) and Canadian hourly employees (hired prior to October 2016) generally provide benefits of negotiated, stated amounts for each year of service and supplemental benefits for employees who retire with 30 years of service before normal retirement age. The benefits provided by the defined benefit pension plans covering eligible U.S. (hired prior to January 1, 2001) and Canadian salaried employees and employees in certain other non-U.S. locations are generally based on years of service and compensation history. Accrual of defined pension benefits ceased in 2012 for U.S. and Canadian salaried employees. There is also an unfunded nonqualified pension plan covering primarily U.S. executives for service prior to January 1, 2007 and it is based on an “excess plan” for service after that date.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
The funding policy for qualified defined benefit pension plans is to contribute annually not less than the minimum required by applicable laws and regulations or to directly pay benefit payments where appropriate. In the year ended December 31, 2017 all legal funding requirements were met. In the year ended December 31, 2016 we made a discretionary contribution to our U.S. hourly pension plan of $2.0 billion. The following table summarizes contributions made to the defined benefit pension plans:
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| U.S. hourly and salaried | $ | 77 | $ | 2,054 | $ | 95 | |||||
| Non-U.S. | 1,153 | 1,022 | 1,108 | ||||||||
| Total | $ | 1,230 | $ | 3,076 | $ | 1,203 |
We expect to contribute approximately $70 million to our U.S. non-qualified plans and approximately $900 million to our non-U.S. pension plans in 2018.
Based on our current assumptions, over the next five years we expect no significant mandatory contributions to our U.S. qualified pension plans and mandatory contributions totaling $1.2 billion to our Canada and U.K. pension plans.
Other Postretirement Benefit Plans Certain hourly and salaried defined benefit plans provide postretirement medical, dental, legal service and life insurance to eligible U.S. and Canadian retirees and their eligible dependents. Certain other non-U.S. subsidiaries have postretirement benefit plans, although most non-U.S. employees are covered by government sponsored or administered programs. We made contributions to the U.S. OPEB plans of $323 million, $335 million and $340 million in the years ended December 31, 2017, 2016 and 2015. Plan participants' contributions were insignificant in the years ended December 31, 2017, 2016 and 2015.
Defined Contribution Plans We have defined contribution plans for eligible U.S. salaried and hourly employees that provide discretionary matching contributions. Contributions are also made to certain non-U.S. defined contribution plans. We made contributions to our defined contribution plans of $650 million, $589 million and $530 million in the years ended December 31, 2017, 2016 and 2015.
Significant Plan Amendments, Benefit Modifications and Related Events
Other Remeasurements The Society of Actuaries (SOA) issued new mortality improvement tables in the three months ended December 31, 2017. These did not result in any change in our current assumptions to measure our December 31, 2017 U.S. pension plan obligations. We incorporated the mortality improvement tables issued by the SOA in the three months ended December 31, 2016 that lowered life expectancies and thereby indicated the amount of estimated aggregate benefit payments to our U.S. pension plans' participants was decreasing. This change in assumption decreased the December 31, 2016 U.S. pension and OPEB plans' obligations by $888 million.
Pension and OPEB Obligations and Plan Assets
| Year Ended December 31, 2017 | Year Ended December 31, 2016 | ||||||||||||||||||||||
| Pension Benefits | Global OPEB Plans | Pension Benefits | Global OPEB Plans | ||||||||||||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||||||||||||||
| Change in benefit obligations | |||||||||||||||||||||||
| Beginning benefit obligation | $ | 68,827 | $ | 21,156 | $ | 6,180 | $ | 71,486 | $ | 21,008 | $ | 6,066 | |||||||||||
| Service cost | 203 | 180 | 19 | 220 | 255 | 18 | |||||||||||||||||
| Interest cost | 2,145 | 473 | 202 | 2,212 | 527 | 201 | |||||||||||||||||
| Actuarial losses | 2,885 | 561 | 311 | 416 | 1,328 | 230 | |||||||||||||||||
| Benefits paid | (5,067 | ) | (1,369 | ) | (426 | ) | (5,507 | ) | (1,458 | ) | (400 | ) | |||||||||||
| Foreign currency translation adjustments | — | 1,953 | 78 | — | (445 | ) | 45 | ||||||||||||||||
| Curtailments, settlements and other | (543 | ) | (165 | ) | 10 | — | (59 | ) | 20 | ||||||||||||||
| Ending benefit obligation | 68,450 | 22,789 | 6,374 | 68,827 | 21,156 | 6,180 | |||||||||||||||||
| Change in plan assets | |||||||||||||||||||||||
| Beginning fair value of plan assets | 61,622 | 12,799 | — | 61,072 | 12,794 | — | |||||||||||||||||
| Actual return on plan assets | 6,549 | 1,025 | — | 4,004 | 750 | — | |||||||||||||||||
| Employer contributions | 77 | 1,153 | 406 | 2,054 | 1,022 | 378 | |||||||||||||||||
| Benefits paid | (5,067 | ) | (1,369 | ) | (426 | ) | (5,507 | ) | (1,458 | ) | (400 | ) | |||||||||||
| Foreign currency translation adjustments | — | 1,007 | — | — | (229 | ) | — | ||||||||||||||||
| Settlements and other | (542 | ) | (120 | ) | 20 | (1 | ) | (80 | ) | 22 | |||||||||||||
| Ending fair value of plan assets | 62,639 | 14,495 | — | 61,622 | 12,799 | — | |||||||||||||||||
| Ending funded status | $ | (5,811 | ) | $ | (8,294 | ) | $ | (6,374 | ) | $ | (7,205 | ) | $ | (8,357 | ) | $ | (6,180 | ) | |||||
| Amounts recorded in the consolidated balance sheets | |||||||||||||||||||||||
| Non-current assets | $ | — | $ | 67 | $ | — | $ | — | $ | 91 | $ | — | |||||||||||
| Current liabilities | (71 | ) | (355 | ) | (376 | ) | (73 | ) | (316 | ) | (377 | ) | |||||||||||
| Non-current liabilities | (5,740 | ) | (8,006 | ) | (5,998 | ) | (7,132 | ) | (8,132 | ) | (5,803 | ) | |||||||||||
| Net amount recorded | $ | (5,811 | ) | $ | (8,294 | ) | $ | (6,374 | ) | $ | (7,205 | ) | $ | (8,357 | ) | $ | (6,180 | ) | |||||
| Amounts recorded in Accumulated other comprehensive loss | |||||||||||||||||||||||
| Net actuarial gain (loss) | $ | 114 | $ | (4,163 | ) | $ | (1,186 | ) | $ | 55 | $ | (3,852 | ) | $ | (901 | ) | |||||||
| Net prior service (cost) credit | 23 | (26 | ) | 55 | 27 | (30 | ) | 54 | |||||||||||||||
| Total recorded in Accumulated other comprehensive loss | $ | 137 | $ | (4,189 | ) | $ | (1,131 | ) | $ | 82 | $ | (3,882 | ) | $ | (847 | ) |
The following table summarizes the total accumulated benefit obligations (ABO), the ABO and fair value of plan assets for defined benefit pension plans with ABO in excess of plan assets, and the PBO and fair value of plan assets for defined benefit pension plans with PBO in excess of plan assets:
| December 31, 2017 | December 31, 2016 | ||||||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||||||
| ABO | $ | 68,437 | $ | 22,650 | $ | 68,813 | $ | 20,836 | |||||||
| Plans with ABO in excess of plan assets | |||||||||||||||
| ABO | $ | 68,437 | $ | 21,679 | $ | 68,813 | $ | 20,172 | |||||||
| Fair value of plan assets | $ | 62,639 | $ | 13,408 | $ | 61,622 | $ | 12,046 | |||||||
| Plans with PBO in excess of plan assets | |||||||||||||||
| PBO | $ | 68,450 | $ | 21,822 | $ | 68,827 | $ | 20,458 | |||||||
| Fair value of plan assets | $ | 62,639 | $ | 13,411 | $ | 61,622 | $ | 12,009 |
The following table summarizes the components of net periodic pension and OPEB expense along with the assumptions used to determine benefit obligations:
| Year Ended December 31, 2017 | Year Ended December 31, 2016 | Year Ended December 31, 2015 | |||||||||||||||||||||||||||||||||
| Pension Benefits | Global OPEB Plans | Pension Benefits | Global OPEB Plans | Pension Benefits | Global OPEB Plans | ||||||||||||||||||||||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||||||||||||||||||||||||
| Components of expense | |||||||||||||||||||||||||||||||||||
| Service cost | $ | 315 | $ | 199 | $ | 19 | $ | 381 | $ | 273 | $ | 18 | $ | 406 | $ | 306 | $ | 24 | |||||||||||||||||
| Interest cost | 2,145 | 473 | 202 | 2,212 | 527 | 201 | 2,754 | 689 | 238 | ||||||||||||||||||||||||||
| Expected return on plan assets | (3,677 | ) | (750 | ) | — | (3,778 | ) | (733 | ) | — | (3,896 | ) | (794 | ) | — | ||||||||||||||||||||
| Amortization of net actuarial (gains) losses | (6 | ) | 157 | 23 | (25 | ) | 137 | 19 | 8 | 188 | 37 | ||||||||||||||||||||||||
| Curtailments, settlements and other(a) | (37 | ) | 8 | (5 | ) | (4 | ) | 16 | (13 | ) | (4 | ) | 141 | (14 | ) | ||||||||||||||||||||
| Net periodic pension and OPEB (income) expense | $ | (1,260 | ) | $ | 87 | $ | 239 | $ | (1,214 | ) | $ | 220 | $ | 225 | $ | (732 | ) | $ | 530 | $ | 285 | ||||||||||||||
| Weighted-average assumptions used to determine benefit obligations(b) | |||||||||||||||||||||||||||||||||||
| Discount rate | 3.53 | % | 2.66 | % | 3.52 | % | 3.92 | % | 2.88 | % | 3.93 | % | 4.06 | % | 3.36 | % | 4.13 | % | |||||||||||||||||
| Weighted-average assumptions used to determine net expense(b) | |||||||||||||||||||||||||||||||||||
| Discount rate | 3.35 | % | 2.94 | % | 3.39 | % | 3.36 | % | 3.14 | % | 3.49 | % | 3.73 | % | 3.30 | % | 3.83 | % | |||||||||||||||||
| Expected rate of return on plan assets | 6.23 | % | 5.82 | % | N/A | 6.33 | % | 6.07 | % | N/A | 6.38 | % | 6.32 | % | N/A |
| (a) | The curtailment charges recorded in the year ended December 31, 2015 were due primarily to the GM Canada hourly pension plan that was remeasured as a result of a voluntary separation program. |
| (b) | The rate of compensation increase does not have a significant effect on our U.S. pension and OPEB plans. |
U.S. pension plan service cost includes administrative expenses and Pension Benefit Guarantee Corporation premiums which were insignificant in the years ended December 31, 2017, 2016 and 2015. Weighted-average assumptions used to determine net expense are determined at the beginning of the period and updated for remeasurements. Non-U.S. pension plan administrative expenses included in service cost were insignificant in the years ended December 31, 2017, 2016 and 2015.
Estimated amounts to be amortized from Accumulated other comprehensive loss into net periodic benefit cost in the year ending December 31, 2018 based on December 31, 2017 plan measurements are $166 million, consisting primarily of amortization of the net actuarial loss in the non-U.S. pension plans.
Assumptions
Investment Strategies and Long-Term Rate of Return Detailed periodic studies are conducted by our internal asset management group as well as outside actuaries and are used to determine the long-term strategic mix among asset classes, risk mitigation strategies and the expected long-term return on asset assumptions for the U.S. pension plans. The U.S. study includes a review of alternative asset allocation and risk mitigation strategies, anticipated future long-term performance and risk of the individual asset classes that comprise the plans' asset mix. Similar studies are performed for the significant non-U.S. pension plans with the assistance of outside actuaries and asset managers. While the studies incorporate data from recent plan performance and historical returns, the expected long-term return on plan asset assumptions are determined based on long-term prospective rates of return.
We continue to pursue various options to fund and de-risk our pension plans, including continued changes to the pension asset portfolio mix to reduce funded status volatility. The strategic asset mix and risk mitigation strategies for the plans are tailored specifically for each plan. Individual plans have distinct liabilities, liquidity needs and regulatory requirements. Consequently there are different investment policies set by individual plan fiduciaries. Although investment policies and risk mitigation strategies may differ among plans, each investment strategy is considered to be appropriate in the context of the specific factors affecting each plan.
In setting new strategic asset mixes, consideration is given to the likelihood that the selected asset mixes will effectively fund the projected pension plan liabilities, while aligning with the risk tolerance of the plans' fiduciaries. The strategic asset mixes for U.S. defined benefit pension plans are increasingly designed to satisfy the competing objectives of improving funded positions (market value of assets equal to or greater than the present value of the liabilities) and mitigating the possibility of a deterioration in funded status.
Derivatives may be used to provide cost effective solutions for rebalancing investment portfolios, increasing or decreasing exposure to various asset classes and for mitigating risks, primarily interest rate, equity and currency risks. Equity and fixed income managers are permitted to utilize derivatives as efficient substitutes for traditional securities. Interest rate derivatives may be used to adjust portfolio duration to align with a plan's targeted investment policy and equity derivatives may be used to protect equity positions from downside market losses. Alternative investment managers are permitted to employ leverage, including through the use of derivatives, which may alter economic exposure.
In December 2017 an investment policy study was completed for the U.S. pension plans. As a result of changes to our capital market assumptions, the weighted-average long-term rate of return on assets increased from 6.2% at December 31, 2016 to 6.6% at December 31, 2017. The expected long-term rate of return on plan assets used in determining pension expense for non-U.S. plans is determined in a similar manner to the U.S. plans.
Target Allocation Percentages The following table summarizes the target allocations by asset category for U.S. and non-U.S. defined benefit pension plans:
| December 31, 2017 | December 31, 2016 | ||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||
| Equity | 15 | % | 18 | % | 15 | % | 21 | % | |||
| Debt | 61 | % | 56 | % | 61 | % | 51 | % | |||
| Other(a) | 24 | % | 26 | % | 24 | % | 28 | % | |||
| Total | 100 | % | 100 | % | 100 | % | 100 | % |
| (a) | Primarily includes private equity, real estate and absolute return strategies which mainly consist of hedge funds. |
Assets and Fair Value Measurements The following tables summarize the fair value of U.S. and non-U.S. defined benefit pension plan assets by asset class:
| December 31, 2017 | December 31, 2016 | ||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
| U.S. Pension Plan Assets | |||||||||||||||||||||||||||||||
| Common and preferred stocks | $ | 8,892 | $ | 17 | $ | 2 | $ | 8,911 | $ | 8,288 | $ | 35 | $ | 3 | $ | 8,326 | |||||||||||||||
| Government and agency debt securities(a) | — | 12,116 | — | 12,116 | — | 11,374 | — | 11,374 | |||||||||||||||||||||||
| Corporate and other debt securities | — | 26,122 | — | 26,122 | — | 25,452 | — | 25,452 | |||||||||||||||||||||||
| Other investments, net | 552 | 119 | 395 | 1,066 | 486 | 288 | 403 | 1,177 | |||||||||||||||||||||||
| Net plan assets subject to leveling | $ | 9,444 | $ | 38,374 | $ | 397 | 48,215 | $ | 8,774 | $ | 37,149 | $ | 406 | 46,329 | |||||||||||||||||
| Plan assets measured at net asset value | |||||||||||||||||||||||||||||||
| Investment funds | 6,632 | 6,509 | |||||||||||||||||||||||||||||
| Private equity and debt investments | 3,539 | 4,012 | |||||||||||||||||||||||||||||
| Real estate investments | 3,351 | 3,634 | |||||||||||||||||||||||||||||
| Total plan assets measured at net asset value | 13,522 | 14,155 | |||||||||||||||||||||||||||||
| Other plan assets, net(b) | 902 | 1,138 | |||||||||||||||||||||||||||||
| Net plan assets | $ | 62,639 | $ | 61,622 |
| December 31, 2017 | December 31, 2016 | ||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
| Non-U.S. Pension Plan Assets | |||||||||||||||||||||||||||||||
| Common and preferred stocks | $ | 578 | $ | 1 | $ | 6 | $ | 585 | $ | 978 | $ | 3 | $ | — | $ | 981 | |||||||||||||||
| Government and agency debt securities(a) | — | 3,853 | — | 3,853 | — | 3,221 | — | 3,221 | |||||||||||||||||||||||
| Corporate and other debt securities | — | 2,566 | — | 2,566 | — | 2,040 | 3 | 2,043 | |||||||||||||||||||||||
| Other investments, net | 23 | 149 | 438 | 610 | 37 | 153 | 429 | 619 | |||||||||||||||||||||||
| Net plan assets subject to leveling | $ | 601 | $ | 6,569 | $ | 444 | 7,614 | $ | 1,015 | $ | 5,417 | $ | 432 | 6,864 | |||||||||||||||||
| Plan assets measured at net asset value | |||||||||||||||||||||||||||||||
| Investment funds | 5,346 | 4,428 | |||||||||||||||||||||||||||||
| Private equity and debt investments | 570 | 546 | |||||||||||||||||||||||||||||
| Real estate investments | 1,097 | 1,092 | |||||||||||||||||||||||||||||
| Total plan assets measured at net asset value | 7,013 | 6,066 | |||||||||||||||||||||||||||||
| Other plan assets (liabilities), net(b) | (132 | ) | (131 | ) | |||||||||||||||||||||||||||
| Net plan assets | $ | 14,495 | $ | 12,799 |
| (a) | Includes U.S. and sovereign government and agency issues. |
| (b) | Cash held by the plans, net of amounts receivable/payable for unsettled security transactions and payables for investment manager fees, custody fees and other expenses. |
The activity attributable to U.S. and non-U.S. Level 3 defined benefit pension plan investments was insignificant in the years ended December 31, 2017 and 2016.
Investment Fund Strategies Investment funds include hedge funds, funds of hedge funds, equity funds and fixed income funds. Hedge funds and funds of hedge funds managers typically seek to achieve their objectives by allocating capital across a broad array of funds and/or investment managers. Equity funds invest in U.S. common and preferred stocks as well as similar equity securities issued by companies incorporated, listed or domiciled in developed and/or emerging market countries. Fixed income funds include investments in high quality funds and, to a lesser extent, high yield funds. High quality fixed income funds invest in government securities, investment-grade corporate bonds and mortgage and asset-backed securities. High yield fixed income funds invest in high yield fixed income securities issued by corporations which are rated below investment grade. Other investment funds also included in this category primarily represent multi-strategy funds that invest in broadly diversified portfolios of equity, fixed income and derivative instruments.
Private equity and debt investments primarily consist of investments in private equity and debt funds. These investments provide exposure to and benefit from long-term equity investments in private companies, including leveraged buy-outs, venture capital and distressed debt strategies.
Real estate investments include funds that invest in entities which are primarily engaged in the ownership, acquisition, development, financing, sale and/or management of income-producing real estate properties, both commercial and residential. These funds typically seek long-term growth of capital and current income that is above average relative to public equity funds.
Significant Concentrations of Risk The assets of the pension plans include certain investment funds, private equity and debt investments and real estate investments. Investment managers may be unable to quickly sell or redeem some or all of these investments at an amount close or equal to fair value in order to meet a plan's liquidity requirements or to respond to specific events such as deterioration in the creditworthiness of any particular issuer or counterparty.
Illiquid investments held by the plans are generally long-term investments that complement the long-term nature of pension obligations and are not used to fund benefit payments when currently due. Plan management monitors liquidity risk on an ongoing basis and has procedures in place that are designed to maintain flexibility in addressing plan-specific, broader industry and market liquidity events.
The pension plans may invest in financial instruments denominated in foreign currencies and may be exposed to risks that the foreign currency exchange rates might change in a manner that has an adverse effect on the value of the foreign currency denominated assets or liabilities. Forward currency contracts may be used to manage and mitigate foreign currency risk.
The pension plans may invest in debt securities for which any change in the relevant interest rates for particular securities might result in an investment manager being unable to secure similar returns upon the maturity or the sale of securities. In addition changes to prevailing interest rates or changes in expectations of future interest rates might result in an increase or decrease in the fair value of the securities held. Interest rate swaps and other financial derivative instruments may be used to manage interest rate risk.
Benefit Payments Benefits for most U.S. pension plans and certain non-U.S. pension plans are paid out of plan assets rather than our Cash and cash equivalents. The following table summarizes net benefit payments expected to be paid in the future, which include assumptions related to estimated future employee service:
| Pension Benefits | Global OPEB Plans | ||||||||||
| U.S. Plans | Non-U.S. Plans | ||||||||||
| 2018 | $ | 5,288 | $ | 1,458 | $ | 379 | |||||
| 2019 | $ | 5,053 | $ | 1,323 | $ | 374 | |||||
| 2020 | $ | 4,895 | $ | 1,302 | $ | 368 | |||||
| 2021 | $ | 4,758 | $ | 1,276 | $ | 365 | |||||
| 2022 | $ | 4,639 | $ | 1,233 | $ | 362 | |||||
| 2023 - 2027 | $ | 21,553 | $ | 5,759 | $ | 1,817 |
Note 17. Commitments and Contingencies
Litigation-Related Liability and Tax Administrative Matters In the normal course of our business, we are named from time to time as a defendant in various legal actions, including arbitrations, class actions and other litigation. We identify below the material individual proceedings and investigations in connection with which we believe a material loss is reasonably possible or probable. We accrue for matters when we believe that losses are probable and can be reasonably estimated. At December 31, 2017 and 2016, accruals were $930 million and $1.2 billion and were recorded in Accrued liabilities and Other liabilities. In many proceedings, it is inherently difficult to determine whether any loss is probable or even reasonably possible or to estimate the size or range of the possible loss. Accordingly an adverse outcome from such proceedings could exceed the amounts accrued by an amount that could be material to our results of operations or cash flows in any particular reporting period.
Proceedings Related to Ignition Switch Recall and Other Recalls In 2014 we announced various recalls relating to safety and other matters. Those recalls included recalls to repair ignition switches that could under certain circumstances unintentionally move from the “run” position to the “accessory” or “off” position with a corresponding loss of power, which could in turn prevent airbags from deploying in the event of a crash.
Economic-Loss Claims We are aware of over 100 putative class actions pending against GM in various courts in the U.S. and Canada alleging that consumers who purchased or leased vehicles manufactured by GM or Motors Liquidation Company (formerly known as General Motors Corporation) had been economically harmed by one or more of the 2014 recalls and/or the underlying vehicle conditions associated with those recalls (economic-loss cases). In general, these economic-loss cases seek recovery for purported compensatory damages, such as alleged benefit-of-the-bargain damages or damages related to alleged diminution in value of the vehicles, as well as punitive damages, injunctive relief and other relief. There is also a civil action brought by the Arizona Attorney General relating to the 2014 recalls that seeks civil penalties and injunctive relief for alleged violations of state laws.
Many of the pending economic-loss claims have been transferred to, and consolidated in, a single federal court, the Southern District. These plaintiffs have asserted economic-loss claims under federal and state laws, including claims relating to recalled vehicles manufactured by GM and claims asserting successor liability relating to certain recalled vehicles manufactured by Motors Liquidation Company. The Southern District has dismissed various of these claims, including claims under the Racketeer Influenced and Corrupt Organization Act, claims for recovery for alleged reduction in the value of their vehicles due to damage to GM’s reputation and brand as a result of the ignition switch matter, and claims of plaintiffs who purchased a vehicle before GM came into existence in July 2009. The Southern District also dismissed certain state law claims at issue.
In August 2017 the Southern District granted our motion to dismiss the successor liability claims of plaintiffs in seven of the sixteen states at issue on the motion and called for additional briefing to decide whether Plaintiffs' claims can proceed in the other
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nine states. In December 2017 the Southern District granted GM's motion and dismissed successor liability claims of plaintiffs in an additional state, but found that there are genuine issues of material fact that prevent summary judgment for GM in eight other states. In January 2018, GM moved for reconsideration of certain portions of the Southern District's summary judgment ruling.
Personal Injury Claims We also are aware of several hundred actions pending in various courts in the U.S. and Canada alleging injury or death as a result of defects that may be the subject of the 2014 recalls (personal injury cases). In general, these cases seek recovery for purported compensatory damages, punitive damages and other relief. Since 2016, several bellwether trials of personal injury cases have taken place in the Southern District and in a Texas state court, which is administering a Texas state multi-district litigation. None of these trials resulted in a finding of liability against GM.
Appellate Litigation Regarding Successor Liability Ignition Switch Claims In 2015 the Bankruptcy Court issued a decision precluding claims against us based upon pre-sale accidents, claims based upon the acts or conduct by Motors Liquidation Company and claims asserting successor liability for obligations owed by Motors Liquidation Company (successor liability claims), except for claims asserting liabilities that had been expressly assumed by us in the Amended and Restated Master Sale and Purchase Agreement, and certain claims arising solely out of our own independent post-sale acts.
In 2016 the United States Court of Appeals for the Second Circuit (Second Circuit) held that the Bankruptcy Court's 2009 order approving the sale of substantially all of the assets of Motors Liquidation Company to GM free and clear of, among other things, successor liability claims could not be enforced to bar claims against GM asserted by either plaintiffs who purchased used vehicles after the sale or against purchasers who asserted claims relating to the ignition switch defect, including pre-sale personal injury claims and economic-loss claims. In 2017, the United States Supreme Court denied our petition for certiorari. Certain of these pre-sale claims were resolved through GM's Compensation Program. Plaintiffs asserting pre-sale claims related to the ignition switch defect that were not resolved by the Compensation Program must still establish their right to assert successor liability claims and demonstrate that their claims have merit.
Contingently Issuable Shares Under the Amended and Restated Master Sale and Purchase Agreement between us and Motors Liquidation Company we may be obligated to issue Adjustment Shares of our common stock in the event that allowed general unsecured claims against the GUC Trust, as estimated by the Bankruptcy Court, exceed $35.0 billion. The maximum number of shares issuable is 30 million shares (subject to adjustment to take into account stock dividends, stock splits and other transactions). At December 31, 2017, the Bankruptcy Court estimated that allowed general unsecured claims were approximately $31.9 billion. In August 2017, a group of plaintiffs’ attorneys alleged that they had entered into an agreement to settle “late claims” against the GUC Trust (i.e., claims filed after the deadline established by the Bankruptcy Court). Although the Bankruptcy Court ruled in January 2018 that the alleged agreement was not binding or enforceable, litigation continues over whether late claims can be asserted against the GUC Trust. If such late claims are allowed by the Bankruptcy Court and if such late claims are allowed in certain aggregate amounts sought by plaintiffs, then GM may be required to issue Adjustment Shares to the GUC Trust. We are currently unable to estimate any reasonably possible loss or range of loss that may result from this matter.
Securities and Derivative Matters In a putative shareholder class action filed in the United States District Court for the Eastern District of Michigan (Eastern District) on behalf of purchasers of our common stock from November 17, 2010 to July 24, 2014, the lead plaintiff alleged that GM and several current and former officers and employees made material misstatements and omissions relating to problems with the ignition switch and other matters in SEC filings and other public statements. In 2016 the Eastern District entered a judgment approving a class-wide settlement of the class action for $300 million. One shareholder filed an appeal of the decision approving the settlement. The United States Court of Appeals for the Sixth Circuit affirmed the judgment approving the settlement in November 2017. The objector subsequently filed petitions for rehearing and for en banc review before the entire Sixth Circuit. Both of those petitions remain pending.
Three shareholder derivative actions against certain current and former GM directors and officers are pending in the Eastern District. In two of those actions, the Eastern District has stayed GM's deadline to respond pending the decision of the Delaware Supreme Court in an unrelated case concerning a potentially dispositive legal issue. The court is still considering a motion to dismiss in the other action. Two derivative actions filed in the Circuit Court of Wayne County, Michigan, which have been consolidated, are also stayed pending disposition of the federal derivative actions.
Government Matters In connection with the 2014 recalls, we have from time to time received subpoenas and other requests for information related to investigations by agencies or other representatives of U.S. federal, state and the Canadian governments. Various governmental actions were conclusively resolved in 2017, including an investigation by the SEC, the investigations into consumer protection claims by 49 state attorneys general and the litigation initiated by the Orange County District Attorney. GM
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is cooperating with all reasonable pending requests for information. Any existing governmental matters or investigations could in the future result in the imposition of damages, fines, civil consent orders, civil and criminal penalties or other remedies.
Deferred Prosecution Agreement In September 2015, GM entered into the DPA with the U.S. Attorney's Office regarding its investigation of the events leading up to certain recalls regarding faulty ignition switches.
Under the DPA we consented to the filing of the Information in the Southern District charging GM with a scheme to conceal material facts from a government regulator, in violation of Title 18, United States Code, Section 1001, and wire fraud, in violation of Title 18, United States Code, Section 1343. We have pled not guilty to the charges alleged in the Information. Pursuant to the DPA we paid the United States $900 million as a financial penalty.
Pursuant to the DPA, the U.S. Attorney’s Office agreed to recommend to the Southern District that prosecution of GM on the Information be deferred for three years. The U.S. Attorney’s Office also agreed that if we are in compliance with all of our obligations under the DPA, the U.S. Attorney’s Office will, within 30 days after the expiration of the period of deferral (including any extensions thereto), seek dismissal with prejudice of the Information. The DPA further provides that, in the event the 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, the U.S. Attorney’s Office may in its discretion either prosecute GM on the charges alleged in the Information or impose an extension of the period of deferral of prosecution of up to one additional year, but in no event will the total term of the deferral-of-prosecution period under the DPA exceed four years.
In the DPA, we also agreed to retain the Monitor for a period of three years to review and assess our policies, practices or procedures related to statements about motor vehicle safety, the provision of information to those responsible for recall decisions, recall processes and addressing known defects in certified pre-owned vehicles. The U.S. Attorney's Office has the authority to lengthen the Monitor's term up to one year if the U.S. Attorney's Office determines that GM has violated the DPA. Likewise, the U.S. Attorney's Office may shorten the Monitor's term if the U.S. Attorney's Office determines that a monitor is no longer necessary. GM is required to pay the compensation and expenses of the Monitor and of the persons hired under his authority. The Monitor commenced his term in November 2015.
The total amount accrued for the 2014 recalls at December 31, 2017 reflects amounts for a combination of settled but unpaid matters, and for the remaining unsettled investigations, claims and/or lawsuits relating to the ignition switch recalls and other related recalls to the extent that such matters are probable and can be reasonably estimated. The amounts accrued for those unsettled investigations, claims, and/or lawsuits represent a combination of our best single point estimates where determinable and, where no such single point estimate is determinable, our estimate of the low end of the range of probable loss with regard to such matters, if that is determinable. We believe it is probable that we will incur additional liabilities beyond what has already been accrued for at least a portion of the remaining matters, whether through settlement or judgment; however, we are currently unable to estimate an overall amount or range of loss because these matters involve significant uncertainties, including the legal theory or the nature of the investigations, claims and/or lawsuits, the complexity of the facts, the lack of documentation available with respect to particular cases or groups of cases, the results of any investigation or litigation and the timing of resolution of the investigation or litigations, including any appeals. We will continue to consider resolution of pending matters involving ignition switch recalls and other recalls where it makes sense to do so.
GM Korea Wage Litigation We are party to litigation with current and former hourly employees of GM Korea in the appellate court and Incheon District Court in Incheon, Korea. The group actions, which in the aggregate involve more than 10,000 employees, allege that GM Korea failed to include bonuses and certain allowances in its calculation of Ordinary Wages due under Korean regulations. In 2012 the Seoul High Court (an intermediate level appellate court) affirmed a decision in one of these group actions involving five GM Korea employees which was contrary to GM Korea's position. GM Korea appealed to the Supreme Court of the Republic of Korea (Supreme Court). In 2014 the Supreme Court remanded the case to the Seoul High Court for consideration consistent with earlier Supreme Court precedent holding that while fixed bonuses should be included in the calculation of Ordinary Wages, claims for retroactive application of this rule would be barred under certain circumstances. In 2015, on reconsideration, the Seoul High Court held in GM Korea's favor, after which the plaintiffs appealed to the Supreme Court. In 2014 GM Korea and its labor union agreed to include bonuses and certain allowances in Ordinary Wages retroactive to March 1, 2014. Therefore our accrual related to these group actions was reclassified from a contingent liability to the Pensions liability. We estimate our reasonably possible loss in excess of amounts accrued to be approximately $592 million at December 31, 2017.
GM Korea is also party to litigation with current and former salaried employees over allegations relating to ordinary wages regulation. In September 2017, the Seoul High Court issued a ruling concerning two salary cases and another salaried worker case.
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Among other things, the Seoul High Court held that there was no agreement between GM Korea and its salaried workers regarding whether to include fixed bonuses in the calculation of ordinary wages. As a result, the workers are not barred from filing retroactive wage claims. GM Korea appealed this ruling to the Seoul Supreme Court. At December 31, 2017 we identified a reasonably possible loss for salary cases in excess of the amounts accrued of approximately $185 million. Both the scope of claims asserted and GM Korea's assessment of any or all of the individual claim elements may change if new information becomes available.
GM Brazil Indirect Tax Claim In March 2017, the Supreme Court of Brazil issued a decision concluding that a certain state value added tax should not be included in the calculation of federal gross receipts taxes. The decision reduces GM Brazil’s gross receipts tax prospectively and, potentially, retrospectively. The retrospective right to recover is under judicial review. If the Supreme Court of Brazil grants retrospective recovery we estimate potential recoveries of up to $1.4 billion. However, given the remaining uncertainty regarding the ultimate judicial resolution of this matter, we are unable to assess the likelihood of any favorable outcome at this time. We have not recorded any amounts relating to the retrospective nature of this matter.
PSA Group Transaction Our wholly owned subsidiary (The Seller) has agreed to indemnify PSA Group for certain losses resulting from any inaccuracy of the representations and warranties or breaches of our covenants included in the Agreement and for certain other liabilities including emissions and product liabilities. The Company has entered into a guarantee for the benefit of PSA Group and pursuant to which the Company has agreed to guarantee the Seller's obligation to indemnify PSA Group. Certain of these indemnification obligations are subject to time limitations, thresholds and/or caps as to the amount of required payments. We are currently unable to estimate any reasonably possible overall amounts or range of loss that may result from claims made under these indemnities, if any.
PSA Group has provided a number of working capital and other adjustments under the Agreement and other ancillary agreements, many of which are customary in these types of transactions. We currently believe that post-closing adjustments under the Agreement, if any, would not have a material impact on our results of operations.
Other Litigation-Related Liability and Tax Administrative Matters Various other legal actions, including class actions, governmental investigations, claims and proceedings are pending against us or our related companies or joint ventures, including matters arising out of alleged product defects; employment-related matters; product and workplace safety, vehicle emissions, including CO2 and nitrogen oxide, fuel economy, and related governmental regulations; product warranties; financial services; dealer, supplier and other contractual relationships; government regulations relating to payments to foreign companies; government regulations relating to competition issues; tax-related matters not subject to the provision of ASC 740, Income Taxes (indirect tax-related matters); product design, manufacture and performance; consumer protection laws; and environmental protection laws, including laws regulating air emissions, water discharges, waste management and environmental remediation.
There are several putative class actions pending against GM in federal courts in the U.S. and in the Provincial Courts in Canada alleging that various vehicles sold including model year 2011-2016 Duramax Diesel Chevrolet Silverado and GMC Sierra vehicles, violate federal and state emission standards. GM also faces a series of additional lawsuits based primarily on allegations in the Duramax suit, including putative shareholder class actions claiming violations of federal securities law. The securities and shareholder demand lawsuits have been voluntarily stayed by the plaintiffs. At this stage of these proceedings, we are unable to provide an evaluation of the likelihood that a loss will be incurred or an estimate of the amounts or range of possible loss.
We believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated. It is possible that the resolution of one or more of these matters could exceed the amounts accrued in an amount that could be material to our results of operations. We also from time to time receive subpoenas and other inquiries or requests for information from agencies or other representatives of U.S. federal, state and foreign governments on a variety of issues.
Indirect tax-related matters are being litigated globally pertaining to value added taxes, customs, duties, sales, property taxes and other non-income tax related tax exposures. The various non-U.S. labor-related matters include claims from current and former employees related to alleged unpaid wage, benefit, severance and other compensation matters. Certain administrative proceedings are indirect tax-related and may require that we deposit funds in escrow or provide an alternative form of security which may range from $250 million to $650 million at December 31, 2017. Some of the matters may involve compensatory, punitive or other treble damage claims, environmental remediation programs or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that could not be reasonably estimated at December 31, 2017. We believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated. For indirect tax-related matters we estimate our reasonably possible loss in excess of amounts accrued to be up to approximately $1.0 billion at December 31, 2017.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
Takata Matters In May 2016 NHTSA issued an amended consent order requiring Takata to file DIRs for previously unrecalled front airbag inflators that contain phased-stabilized ammonium nitrate-based propellant without a moisture absorbing desiccant on a multi-year, risk-based schedule through 2019 impacting tens of millions of vehicles produced by numerous automotive manufacturers. NHTSA concluded that the likely root cause of the rupturing of the airbag inflators is a function of time, temperature cycling and environmental moisture.
Although we do not believe there is a safety defect at this time in any unrecalled GM vehicles within scope of the Takata DIRs, in cooperation with NHTSA we filed Preliminary DIRs on May 27, 2016, updated as of June 13, 2016, covering 2.5 million of certain of our GMT900 vehicles, which are full-size pick-up trucks and SUVs. On November 15, 2016 we filed a petition for inconsequentiality and request for deferral of determination regarding those GMT900 vehicles. On November 28, 2016 NHTSA granted GM's deferral request in connection with this petition. The deferral provided GM until August 31, 2017 to present evidence and analysis that our vehicles do not pose an unreasonable risk to motor vehicle safety.
We filed a second set of Preliminary DIRs for certain GMT900 vehicles on January 10, 2017. These January 2017 DIRs are consistent with GM’s May 2016 DIRs. On the same day, we also filed a second petition for inconsequentiality and deferral of decision with respect to the vehicles subject to our January 2017 DIRs. On January 18, 2017, NHTSA consolidated our first and second petitions for inconsequentiality and will rule on both at the same time.
On August 25, 2017, we filed a supplemental brief in support of our petitions that provided NHTSA with the results of our long-term study and testing and the basis for our determination that the inflators in these vehicles do not present an unreasonable risk to safety and that no repair should ultimately be required. In our brief, we requested that NHTSA grant our petitions or, in the alternative, grant an additional deferral period to provide time for further testing.
We filed a third set of Preliminary DIRs for certain GMT900 vehicles on January 9, 2018. These January 2018 DIRs are consistent with GM's May 2016 DIRs and January 2017 DIRs. On the same day, we also filed a third petition for inconsequentiality with respect to the vehicles subject to our January 2018 DIRs.
We believe these vehicles are currently performing as designed and ongoing testing continues to support the belief that the vehicles' unique design and integration mitigates against inflator propellant, degradation and rupture risk. For example, the airbag inflators used in the vehicles are a variant engineered specifically for our vehicles, and include features such as greater venting, unique propellant wafer configurations, and machined steel end caps. The inflators are packaged in the instrument panel in such a way as to minimize exposure to moisture from the climate control system. Also, these vehicles have features that minimize the maximum temperature to which the inflator will be exposed, such as larger interior volumes and standard solar absorbing windshields and side glass.
Accordingly, no warranty provision has been made for any repair associated with our vehicles subject to the Preliminary DIRs and amended consent order. However, in the event we are ultimately obligated to repair the vehicles subject to current or future Takata DIRs under the amended consent order in the U.S., we estimate a reasonably possible impact to GM of approximately $1.0 billion.
GM is engaged in discussions with regulators outside the U.S. with respect to Takata inflators. There are differences in vehicle and inflator design between the relevant vehicles sold internationally and those sold in the U.S. We continue to gather and analyze evidence about these inflators and to share our findings with regulators. We were required to recall certain vehicles sold outside of the U.S. in the three months ended September 30, 2017 to replace Takata inflators in these vehicles. Additional recalls, if any, could be material to our results of operations and cash flows. We continue to monitor the international situation.
Through January 30, 2018 we are aware of one putative class action pending against GM in federal court in the U.S., one putative class action in Mexico and three putative class actions pending in various Provincial Courts in Canada arising out of allegations that airbag inflators manufactured by Takata are defective. At this early stage of these proceedings, we are unable to provide an evaluation of the likelihood that a loss will be incurred or an estimate of the amounts or range of possible loss. On August 16, 2017, the bankruptcy court hearing the Takata bankruptcy entered an order staying all Takata related litigation against automotive manufacturers, including GM, through February 2018.
Product Liability With respect to product liability claims (other than claims relating to the ignition switch recalls discussed above) involving our and General Motors Corporation products, we believe that any judgment against us for actual damages will be adequately covered by our recorded accruals and, where applicable, excess liability insurance coverage. In addition we indemnify
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dealers for certain product liability related claims including products sold by General Motors Corporation's dealers. At December 31, 2017 and 2016 liabilities of $595 million and $656 million were recorded in Accrued liabilities and Other liabilities for the expected cost of all known product liability claims plus an estimate of the expected cost for product liability claims that have already been incurred and are expected to be filed in the future for which we are self-insured. It is reasonably possible that our accruals for product liability claims may increase in future periods in material amounts, although we cannot estimate a reasonable range of incremental loss based on currently available information.
Guarantees We enter into indemnification agreements for liability claims involving products manufactured primarily by certain joint ventures. We also provide vehicle repurchase guarantees and payment guarantees on commercial loans outstanding with third parties such as dealers. These guarantees terminate in years ranging from 2018 to 2032 or upon the occurrence of specific events or are ongoing. We believe that the related potential costs incurred are adequately covered and our recorded accruals are insignificant. The maximum liability, calculated as future undiscounted payments, was $5.1 billion and $4.3 billion for these guarantees at December 31, 2017 and 2016, the majority of which relate to the indemnification agreements.
In some instances certain assets of the party whose debt or performance we have guaranteed may offset, to some degree, the amount of certain guarantees. Our payables to the party whose debt or performance we have guaranteed may also reduce the amount of certain guarantees. If vehicles are required to be repurchased under vehicle repurchase obligations, the total exposure would be reduced to the extent vehicles are able to be resold to another dealer.
We periodically enter into agreements that incorporate indemnification provisions in the normal course of business. It is not possible to estimate our maximum exposure under these indemnifications or guarantees due to the conditional nature of these obligations. Insignificant amounts have been recorded for such obligations as the majority of them are not probable or estimable at this time and the fair value of the guarantees at issuance was insignificant.
Credit Cards Credit card programs offer rebates that can be applied primarily against the purchase or lease of our vehicles. At December 31, 2017 and 2016 our redemption liability was insignificant, our deferred revenue was $283 million and $286 million, and qualified cardholders had rebates available, net of deferred program revenue, of $1.5 billion and $1.9 billion. Our redemption liability and deferred revenue are recorded in Accrued liabilities and Other liabilities.
Noncancelable Operating Leases The following table summarizes our minimum commitments under noncancelable operating leases having initial terms in excess of one year, primarily for property:
| 2018 | 2019 | 2020 | 2021 | 2022 | Thereafter | ||||||||||||||||||
| Minimum commitments(a) | $ | 284 | $ | 268 | $ | 222 | $ | 189 | $ | 123 | $ | 372 | |||||||||||
| Sublease income | (62 | ) | (63 | ) | (50 | ) | (43 | ) | (38 | ) | (166 | ) | |||||||||||
| Net minimum commitments | $ | 222 | $ | 205 | $ | 172 | $ | 146 | $ | 85 | $ | 206 |
| (a) | Certain leases contain escalation clauses and renewal or purchase options. |
Rental expense under operating leases was $284 million, $270 million and $317 million in the years ended December 31, 2017, 2016 and 2015.
Note 18. Income Taxes
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| U.S. income | $ | 8,399 | $ | 9,989 | $ | 6,994 | |||||
| Non-U.S. income (loss) | 1,332 | (263 | ) | (816 | ) | ||||||
| Income before income taxes and equity income | $ | 9,731 | $ | 9,726 | $ | 6,178 |
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| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Current income tax expense (benefit) | |||||||||||
| U.S. federal | $ | 18 | $ | (126 | ) | $ | 5 | ||||
| U.S. state and local | 83 | 65 | 5 | ||||||||
| Non-U.S. | 552 | 572 | 817 | ||||||||
| Total current income tax expense | 653 | 511 | 827 | ||||||||
| Deferred income tax expense (benefit) | |||||||||||
| U.S. federal | 7,831 | 1,865 | 1,735 | ||||||||
| U.S. state and local | (187 | ) | 264 | 243 | |||||||
| Non-U.S. | 3,236 | 99 | (4,024 | ) | |||||||
| Total deferred income tax expense (benefit) | 10,880 | 2,228 | (2,046 | ) | |||||||
| Total income tax expense (benefit) | $ | 11,533 | $ | 2,739 | $ | (1,219 | ) |
Provisions are made for estimated U.S. and non-U.S. income taxes which may be incurred on the reversal of our basis differences in investments in foreign subsidiaries and corporate joint ventures not deemed to be indefinitely reinvested. Taxes have not been provided on basis differences in investments primarily as a result of earnings in foreign subsidiaries which are deemed indefinitely reinvested of $2.8 billion and $2.4 billion at December 31, 2017 and 2016. Additional basis differences related to investments in nonconsolidated China JVs exist of $4.1 billion at December 31, 2017 and 2016 as a result of fresh-start reporting. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested basis differences is not practicable. The non-U.S. deferred income tax benefit in the year ended December 31, 2015 relates primarily to the release of valuation allowances in Europe.
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Income tax expense at U.S. federal statutory income tax rate | $ | 3,406 | $ | 3,404 | $ | 2,162 | |||||
| State and local tax expense | (76 | ) | 190 | 173 | |||||||
| Non-U.S. income taxed at other than 35% | (145 | ) | (61 | ) | 37 | ||||||
| U.S. tax on Non-U.S. income | (941 | ) | (894 | ) | (151 | ) | |||||
| Change in valuation allowances | 2,712 | 237 | (3,554 | ) | |||||||
| Change in tax laws | 7,194 | 147 | 29 | ||||||||
| Research and manufacturing incentives | (313 | ) | (266 | ) | (367 | ) | |||||
| Settlements of prior year tax matters | (256 | ) | (46 | ) | — | ||||||
| Realization of basis differences in affiliates | — | (94 | ) | — | |||||||
| Foreign currency remeasurement | 23 | (2 | ) | 209 | |||||||
| Financial penalty under the DPA(a) | — | — | 315 | ||||||||
| Other adjustments | (71 | ) | 124 | (72 | ) | ||||||
| Total income tax expense (benefit) | $ | 11,533 | $ | 2,739 | $ | (1,219 | ) |
| (a) | Refer to Note 17 for additional information on the DPA. |
Deferred Income Tax Assets and Liabilities Deferred income tax assets and liabilities at December 31, 2017 and 2016 reflect the effect of temporary differences between amounts of assets, liabilities and equity for financial reporting purposes and the bases of such assets, liabilities and equity as measured based on tax laws, as well as tax loss and tax credit carryforwards. The following table summarizes the components of temporary differences and carryforwards that give rise to deferred tax assets and liabilities:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
| December 31, 2017 | December 31, 2016 | ||||||
| Deferred tax assets | |||||||
| Postretirement benefits other than pensions | $ | 1,948 | $ | 2,720 | |||
| Pension and other employee benefit plans | 3,285 | 5,141 | |||||
| Warranties, dealer and customer allowances, claims and discounts | 5,675 | 8,074 | |||||
| Property, plant and equipment | — | 397 | |||||
| U.S. capitalized research expenditures | 4,413 | 6,127 | |||||
| U.S. operating loss and tax credit carryforwards(a) | 8,578 | 8,987 | |||||
| Non-U.S. operating loss and tax credit carryforwards(b) | 5,103 | 4,406 | |||||
| Miscellaneous | 1,697 | 1,733 | |||||
| Total deferred tax assets before valuation allowances | 30,699 | 37,585 | |||||
| Less: valuation allowances | (6,690 | ) | (3,908 | ) | |||
| Total deferred tax assets | 24,009 | 33,677 | |||||
| Deferred tax liabilities | |||||||
| Property, plant and equipment | 418 | — | |||||
| Intangible assets | 735 | 1,027 | |||||
| Total deferred tax liabilities | 1,153 | 1,027 | |||||
| Net deferred tax assets | $ | 22,856 | $ | 32,650 |
| (a) | At December 31, 2017 U.S. operating loss and tax credit carryforwards of $8.6 billion expire by 2037 if not utilized. |
| (b) | At December 31, 2017 Non-U.S. operating loss and tax credit carryforwards of $925 million expire by 2037 if not utilized and the remaining balance of $4.2 billion may be carried forward indefinitely. |
Valuation Allowances During the year ended December 31, 2017 there was a $2.3 billion increase in the valuation allowance related to deferred tax assets that will no longer be realizable as a result of the sale of the Opel/Vauxhall Business as described in Note 3. At December 31, 2017 valuation allowances against deferred tax assets of $6.7 billion were comprised of cumulative losses and tax credits, primarily in Germany, Spain and South Korea.
At December 31, 2016 valuation allowances against deferred tax assets of $3.9 billion were comprised of cumulative losses and tax credits, primarily in Spain, South Korea and certain U.S. states.
Uncertain Tax Positions The following table summarizes activity of the total amounts of unrecognized tax benefits:
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Beginning balance | $ | 1,182 | $ | 1,337 | $ | 1,705 | |||||
| Additions to current year tax positions | 160 | 49 | 53 | ||||||||
| Additions to prior years' tax positions | 448 | 96 | 114 | ||||||||
| Reductions to prior years' tax positions | (195 | ) | (192 | ) | (349 | ) | |||||
| Reductions in tax positions due to lapse of statutory limitations | (44 | ) | (103 | ) | (119 | ) | |||||
| Settlements | (11 | ) | (1 | ) | (3 | ) | |||||
| Other | 17 | (4 | ) | (64 | ) | ||||||
| Ending balance | $ | 1,557 | $ | 1,182 | $ | 1,337 |
At December 31, 2017 and 2016 there were $390 million and $682 million of unrecognized tax benefits that if recognized would favorably affect our effective tax rate in the future. In the years ended December 31, 2017, 2016 and 2015 income tax related interest and penalties were insignificant. At December 31, 2017 and 2016 we had liabilities of $152 million and $160 million for income tax related interest and penalties.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
At December 31, 2017 it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits in the next twelve months.
Other Matters Income tax returns are filed in multiple jurisdictions and are subject to examination by taxing authorities throughout the world. We have open tax years from 2007 to 2017 with various significant tax jurisdictions. Tax authorities may have the ability to review and adjust net operating loss or tax credit carryforwards that were generated prior to these periods if utilized in an open tax year. These open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the sustainability of income tax credits for a given audit cycle. Given the global nature of our operations there is a risk that transfer pricing disputes may arise.
The Tax Cuts and Jobs Act (the Tax Act) was signed into law on December 22, 2017. The Tax Act changed many aspects of U.S. corporate income taxation and included reduction of the corporate income tax rate from 35% to 21%, implementation of a territorial tax system and imposition of a tax on deemed repatriated earnings of foreign subsidiaries. We recognized the tax effects of the Tax Act in the year ended December 31, 2017 and recorded $7.3 billion in tax expense which relates almost entirely to the remeasurement of deferred tax assets to the 21% tax rate. Upon completion of our 2017 U.S. income tax return in 2018 we may identify additional remeasurement adjustments to our recorded deferred tax assets. We will continue to assess our provision for income taxes as future guidance is issued but do not currently anticipate significant revisions will be necessary. Any such revisions will be treated in accordance with the measurement period guidance outlined in Staff Accounting Bulletin No. 118.
Note 19. Restructuring and Other Initiatives
We have executed various restructuring and other initiatives and we may execute additional initiatives in the future, if necessary, to streamline manufacturing capacity and other costs to improve the utilization of remaining facilities. To the extent these programs involve voluntary separations, no liabilities are generally recorded until offers to employees are accepted. If employees are involuntarily terminated, a liability is generally recorded at the communication date. Related charges are recorded in Automotive cost of sales and Automotive selling, general and administrative expense. The following table summarizes the reserves and charges related to restructuring and other initiatives, including postemployment benefit reserves and charges:
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Balance at beginning of period | $ | 268 | $ | 383 | $ | 627 | |||||
| Additions, interest accretion and other | 330 | 412 | 545 | ||||||||
| Payments | (315 | ) | (490 | ) | (360 | ) | |||||
| Revisions to estimates and effect of foreign currency | (56 | ) | (37 | ) | (429 | ) | |||||
| Balance at end of period | $ | 227 | $ | 268 | $ | 383 |
In the year ended December 31, 2017 restructuring and other initiatives primarily include restructuring actions announced in the three months ended June 30, 2017 in GMI. These actions related primarily to the withdrawal of Chevrolet from the Indian and South African markets at the end of 2017 and the transition of our South Africa manufacturing operations to Isuzu Motors. We intend to continue manufacturing vehicles in India for sale to certain export markets. We recorded charges of $460 million in GMI primarily consisting of $297 million of asset impairments, sale incentives, inventory provisions and other charges, not reflected in the table above, and $163 million of dealer restructurings, employee separations and other contract cancellation costs, which are reflected in the table above. We completed these programs in GMI in 2017.
Other GMI restructuring programs reflected in the table above include separation and other programs in Australia, Korea and India and the withdrawal of the Chevrolet brand from Europe. Collectively, these programs had a total cost of $892 million since inception in 2013 through the completion of the programs in the year ended December 31, 2017.
In the year ended December 31, 2016 restructuring and other initiatives related primarily to charges of $240 million in the three months ended March 31, 2016 in GMNA related to the cash severance incentive program to qualified U.S. hourly employees under our 2015 labor agreement with the UAW and insignificant costs for separation and other programs in Australia, Korea and India and the withdrawal of Chevrolet brand from Europe.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
In the year ended December 31, 2015 restructuring and other initiatives related primarily to the reversal of the U.S. Supplemental Unemployment Benefit Plan accrual for temporary layoff benefits of $317 million resulting from a plan amendment in the 2015 UAW Agreement in GMNA and costs incurred of $324 million related to the separation and other programs in Australia, Korea, Thailand, Indonesia, India and the exit of Russia and the withdrawal of the Chevrolet brand from Europe.
Note 20. Stockholders’ Equity and Noncontrolling Interests
Preferred and Common Stock We have 2.0 billion shares of preferred stock and 5.0 billion shares of common stock authorized for issuance. At December 31, 2017 and 2016 we had 1.4 billion and 1.5 billion shares of common stock issued and outstanding.
Common Stock Holders of our common stock are entitled to dividends at the sole discretion of our Board of Directors. Our dividends declared per common share were $1.52, $1.52 and $1.38 and our total dividends paid on common stock were $2.2 billion, $2.3 billion and $2.2 billion for the years ended December 31, 2017, 2016 and 2015. Holders of common stock are entitled to one vote per share on all matters submitted to our stockholders for a vote. The liquidation rights of holders of our common stock are secondary to the payment or provision for payment of all our debts and liabilities and to holders of our preferred stock, if any such shares are then outstanding.
In the years ended December 31, 2017, 2016 and 2015 we purchased 120 million, 77 million and 102 million shares of our outstanding common stock for $4.5 billion, $2.5 billion and $3.5 billion as part of the common stock repurchase program announced in March 2015, which our Board of Directors increased and extended in January 2016 and January 2017.
Warrants At December 31, 2016 we had 42 million warrants outstanding that we issued in July 2009. The warrants are exercisable at any time prior to July 10, 2019 at an exercise price of $18.33 per share. We had 22 million warrants outstanding at December 31, 2017.
GM Financial Preferred Stock In September 2017 GM Financial issued $1.0 billion of Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A, $0.01 par value, with a liquidation preference of $1,000 per share. The preferred stock is classified as noncontrolling interests in our consolidated financial statements. Dividends will be paid semi-annually when declared starting March 30, 2018 at a fixed rate of 5.75% or approximately $58 million annually for the first 10 years after issuance, after which, if the notes have not been redeemed, dividends will be paid based on a floating rate.
The following table summarizes the significant components of Accumulated other comprehensive loss:
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Foreign Currency Translation Adjustments | |||||||||||
| Balance at beginning of period | $ | (2,355 | ) | $ | (2,034 | ) | $ | (1,064 | ) | ||
| Other comprehensive income (loss) and noncontrolling interests before reclassification adjustment, net of tax(a)(b) | 560 | (317 | ) | (1,168 | ) | ||||||
| Reclassification adjustment, net of tax(a)(c) | 189 | (4 | ) | 198 | |||||||
| Other comprehensive income (loss), net of tax(a) | 749 | (321 | ) | (970 | ) | ||||||
| Balance at end of period | $ | (1,606 | ) | $ | (2,355 | ) | $ | (2,034 | ) | ||
| Defined Benefit Plans | |||||||||||
| Balance at beginning of period | $ | (6,968 | ) | $ | (5,999 | ) | $ | (7,006 | ) | ||
| Other comprehensive income (loss) and noncontrolling interests before reclassification adjustment(b) | (798 | ) | (1,546 | ) | 813 | ||||||
| Tax expense (benefit) | (98 | ) | (459 | ) | 41 | ||||||
| Other comprehensive income (loss) and noncontrolling interests before reclassification adjustment, net of tax(b) | (700 | ) | (1,087 | ) | 772 | ||||||
| Reclassification adjustment, net of tax(a)(d) | 1,270 | 118 | 235 | ||||||||
| Other comprehensive income (loss), net of tax | 570 | (969 | ) | 1,007 | |||||||
| Balance at end of period | $ | (6,398 | ) | $ | (6,968 | ) | $ | (5,999 | ) |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
| (a) | The income tax effect was insignificant in the years ended December 31, 2017, 2016 and 2015. |
| (b) | The noncontrolling interests are insignificant in the years ended December 31, 2017, 2016 and 2015. |
| (c) | The reclassification adjustment for the year ended December 31, 2015 is related to the exit of Russia and is included in Automotive cost of sales. |
| (d) | $1.2 billion is included in the loss on sale of the Opel/Vauxhall Business in the year ended December 31, 2017. An insignificant amount is included in the computation of periodic pension and OPEB (income) expense in the years ended December 31, 2017, 2016 and 2015. |
Note 21. Earnings Per Share
Basic and diluted earnings (loss) per share are computed by dividing Net income (loss) attributable to common stockholders by the weighted-average common shares outstanding in the period. Diluted earnings (loss) per share is computed by giving effect to all potentially dilutive securities that are outstanding.
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Basic earnings per share | |||||||||||
| Income from continuing operations(a) | $ | 348 | $ | 9,428 | $ | 9,662 | |||||
| Less: cumulative dividends on GM Financial preferred stock | (16 | ) | — | — | |||||||
| Income from continuing operations attributable to common stockholders | 332 | 9,428 | 9,662 | ||||||||
| Income (loss) from discontinued operations, net of tax | (4,212 | ) | (1 | ) | 25 | ||||||
| Net income (loss) attributable to common stockholders | $ | (3,880 | ) | $ | 9,427 | $ | 9,687 | ||||
| Weighted-average common shares outstanding | 1,465 | 1,540 | 1,586 | ||||||||
| Basic earnings per common share – continuing operations | $ | 0.23 | $ | 6.12 | $ | 6.09 | |||||
| Basic earnings (loss) per common share – discontinued operations | $ | (2.88 | ) | $ | — | $ | 0.02 | ||||
| Basic earnings (loss) per common share | $ | (2.65 | ) | $ | 6.12 | $ | 6.11 | ||||
| Diluted earnings per share | |||||||||||
| Income from continuing operations attributable to common stockholders – diluted(a) | $ | 332 | $ | 9,428 | $ | 9,661 | |||||
| Income (loss) from discontinued operations, net of tax – diluted | $ | (4,212 | ) | $ | (1 | ) | $ | 25 | |||
| Net income (loss) attributable to common stockholders – diluted | $ | (3,880 | ) | $ | 9,427 | $ | 9,686 | ||||
| Weighted-average common shares outstanding – basic | 1,465 | 1,540 | 1,586 | ||||||||
| Dilutive effect of warrants and awards under stock incentive plans | 27 | 30 | 54 | ||||||||
| Weighted-average common shares outstanding – diluted | 1,492 | 1,570 | 1,640 | ||||||||
| Diluted earnings per common share – continuing operations | $ | 0.22 | $ | 6.00 | $ | 5.89 | |||||
| Diluted earnings (loss) per common share – discontinued operations | $ | (2.82 | ) | $ | — | $ | 0.02 | ||||
| Diluted earnings (loss) per common share | $ | (2.60 | ) | $ | 6.00 | $ | 5.91 | ||||
| Potentially dilutive securities(b) | — | — | 72 |
| (a) | Net of Net (income) loss attributable to noncontrolling interests. |
| (b) | Potentially dilutive securities attributable to outstanding warrants and stock options were excluded from the computation of diluted EPS because the securities would have had an antidilutive effect. |
Note 22. Stock Incentive Plans
We grant to certain employees RSUs, RSAs, PSUs and stock options (collectively, stock incentive awards) under our 2016 Equity Incentive Plan and 2017 Long-Term Incentive Plan (LTIP) and prior to the 2017 LTIP, under our 2014 and 2009 LTIPs. The 2017 LTIP was approved by stockholders in June 2017 and replaced the 2014 LTIP. Shares awarded under the plans are subject to forfeiture if the participant leaves the company for reasons other than those permitted under the plans such as retirement, death or disability.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
RSU awards granted either cliff vest or ratably vest generally over a three-year service period, as defined in the terms of each award. PSU awards vest at the end of a three-year performance period, based on performance criteria determined by the Executive Compensation Committee of the Board of Directors at the time of award. The number of shares earned may equal, exceed or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed or not met. Stock options expire 10 years from the grant date. Our performance-based stock options vest ratably over 55 months based on the performance of our common stock relative to that of a specified peer group. Our service-based stock options vest ratably over 19 months to three years.
In connection with our acquisition described in Note 10, RSAs and PSUs were granted. The RSAs vest ratably, generally over a three-year service period. The PSUs are contingent upon achievement of specific technology and commercialization milestones.
Stock Incentive Awards
| Stock Incentive Awards(a) | ||||||||
| Shares | Weighted-Average Grant Date Fair Value | Weighted-Average Remaining Contractual Term in Years | ||||||
| Units outstanding at January 1, 2017 | 55.1 | $ | 19.77 | 2.5 | ||||
| Granted | 16.7 | $ | 26.75 | |||||
| Settled | (16.3 | ) | $ | 24.65 | ||||
| Forfeited or expired | (2.6 | ) | $ | 26.67 | ||||
| Units outstanding at December 31, 2017 | 52.9 | $ | 21.75 | 2.0 |
| (a) | Includes the target amount of PSUs. |
Our weighted-average assumptions used to value our stock options are a dividend yield of 4.43% and 4.60%, expected volatility of 25.0% and 26.1%, a risk-free interest rate of 1.97% and 2.00%, and an expected option life of 5.84 and 6.59 years for options issued during the years ended December 31, 2017 and 2015. There were no stock options issued during the year ended December 31, 2016.
Total compensation expense related to the above awards was $585 million, $627 million and $422 million in the years ended December 31, 2017, 2016 and 2015.
At December 31, 2017 the total unrecognized compensation expense for nonvested equity awards granted was $278 million. This expense is expected to be recorded over a weighted-average period of 1.7 years. The total fair value of stock incentive awards vested was $421 million, $325 million and $228 million in the years ended December 31, 2017, 2016 and 2015.
Note 23. Supplementary Quarterly Financial Information (Unaudited)
The following tables summarize supplementary quarterly financial information:
| 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | ||||||||||||
| 2017 | |||||||||||||||
| Total net sales and revenue | $ | 37,266 | $ | 36,984 | $ | 33,623 | $ | 37,715 | |||||||
| Automotive gross margin | $ | 5,081 | $ | 4,786 | $ | 3,955 | $ | 4,758 | |||||||
| Income (loss) from continuing operations | $ | 2,686 | $ | 2,433 | $ | 114 | $ | (4,903 | ) | ||||||
| (Loss) from discontinued operations, net of tax | $ | (69 | ) | $ | (770 | ) | $ | (3,096 | ) | $ | (277 | ) | |||
| Net income (loss) attributable to stockholders | $ | 2,608 | $ | 1,660 | $ | (2,981 | ) | $ | (5,151 | ) | |||||
| Basic earnings (loss) per common share – continuing operations | $ | 1.78 | $ | 1.62 | $ | 0.08 | $ | (3.46 | ) | ||||||
| Basic (loss) per common share – discontinued operations | $ | (0.05 | ) | $ | (0.51 | ) | $ | (2.14 | ) | $ | (0.19 | ) | |||
| Diluted earnings (loss) per common share – continuing operations | $ | 1.75 | $ | 1.60 | $ | 0.08 | $ | (3.46 | ) | ||||||
| Diluted (loss) per common share – discontinued operations | $ | (0.05 | ) | $ | (0.51 | ) | $ | (2.11 | ) | $ | (0.19 | ) |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
In the three months ended June 30, 2017, September 30, 2017 and December 31, 2017, we collectively recorded a total charge of $6.2 billion as a result of the sale of the European Business, of which $3.9 billion is recorded in Income (loss) from discontinued operations, net of tax, and $2.3 billion is related to Income tax expense. In the three months ended December 31, 2017, the Company recorded a $7.3 billion tax expense related to the U.S. tax reform legislation.
| 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | ||||||||||||
| 2016 | |||||||||||||||
| Total net sales and revenue | $ | 33,016 | $ | 37,383 | $ | 38,889 | $ | 39,896 | |||||||
| Automotive gross margin | $ | 4,405 | $ | 5,305 | $ | 5,391 | $ | 4,605 | |||||||
| Income from continuing operations | $ | 1,923 | $ | 2,744 | $ | 2,707 | $ | 1,895 | |||||||
| Income (loss) from discontinued operations, net of tax | $ | 8 | $ | 106 | $ | 5 | $ | (120 | ) | ||||||
| Net income attributable to stockholders | $ | 1,953 | $ | 2,866 | $ | 2,773 | $ | 1,835 | |||||||
| Basic earnings per common share – continuing operations | $ | 1.25 | $ | 1.78 | $ | 1.79 | $ | 1.29 | |||||||
| Basic earnings (loss) per common share – discontinued operations | $ | 0.01 | $ | 0.07 | $ | — | $ | (0.08 | ) | ||||||
| Diluted earnings per common share – continuing operations | $ | 1.23 | $ | 1.74 | $ | 1.76 | $ | 1.27 | |||||||
| Diluted earnings (loss) per common share – discontinued operations | $ | 0.01 | $ | 0.07 | $ | — | $ | (0.08 | ) |
Note 24. Segment Reporting
We report segment information consistent with the way the chief operating decision maker evaluates the operating results and performance of the Company. 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 GMIO region. As a result, our GMSA and GMIO operating segments are now reported as one, combined reportable international segment, GMI. Our GMNA and GM Financial segments were not impacted. All periods presented have been recast to reflect the changes.
We analyze the results of our business through the following segments: GMNA, GMI and GM Financial. As discussed in Note 3, the European Business is presented as discontinued operations and is excluded from our segment results for all periods presented. The European Business was previously reported as our GME segment and part of GM Financial. The chief operating decision maker evaluates the operating results and performance of our automotive segments through earnings before interest and income taxes-adjusted, which is presented net of noncontrolling interests. The chief operating decision maker evaluates GM Financial through earnings before income taxes-adjusted because interest income and interest expense are part of operating results when assessing and measuring the operational and financial performance of the segment. Each segment has a manager responsible for executing our strategic initiatives. Our automotive manufacturing operations are integrated within the segments, benefit from broad-based trade agreements and are subject to regulatory requirements. While not all vehicles within a segment are individually profitable on a fully allocated cost basis, those vehicles attract customers to dealer showrooms and help maintain sales volumes for other, more profitable vehicles and contribute towards meeting required fuel efficiency standards. As a result of these and other factors, we do not manage our business on an individual brand or vehicle basis.
Substantially all of the cars, trucks, crossovers and automobile parts produced are marketed through retail dealers in North America and through distributors and dealers outside of North America, the substantial majority of which are independently owned. In addition to the products sold to dealers for consumer retail sales, cars, trucks and crossovers are also sold to fleet customers, including daily rental car companies, commercial fleet customers, leasing companies and governments. Fleet sales are completed through the dealer network and in some cases directly with fleet customers. Retail and fleet customers can obtain a wide range of after-sale vehicle services and products through the dealer network, such as maintenance, light repairs, collision repairs, vehicle accessories and extended service warranties.
GMNA meets the demands of customers in North America with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands. GMI primarily meets the demands of customers outside North America with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet, GMC, and Holden brands. We also have equity ownership stakes in entities that meet the demands of customers in other countries, primarily China, with vehicles developed, manufactured and/or marketed under the Baojun, Buick, Cadillac, Chevrolet, Jiefang and Wuling brands.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
Our automotive operations' interest income and interest expense, Maven, legacy costs from the Opel/Vauxhall Business (primarily pension costs), corporate expenditures including autonomous vehicle-related engineering and other costs and certain nonsegment specific revenues and expenses are recorded centrally in Corporate. Corporate assets consist primarily of cash and cash equivalents, marketable securities, our investment in Lyft, goodwill, intangibles, Maven vehicles and intercompany balances. Retained net underfunded pension liabilities related to the European Business are also recorded in Corporate. All intersegment balances and transactions have been eliminated in consolidation.
The following tables summarize key financial information by segment:
| At and For the Year Ended December 31, 2017 | |||||||||||||||||||||||||||||||
| GMNA | GMI | Corporate | Eliminations | Total Automotive | GM Financial | Eliminations | Total | ||||||||||||||||||||||||
| Net sales and revenue | $ | 111,345 | $ | 21,920 | $ | 342 | $ | 133,607 | $ | 12,151 | $ | (170 | ) | $ | 145,588 | ||||||||||||||||
| Earnings (loss) before interest and taxes-adjusted | $ | 11,889 | $ | 1,300 | $ | (1,534 | ) | $ | 11,655 | $ | 1,196 | $ | (7 | ) | $ | 12,844 | |||||||||||||||
| Adjustments(a) | $ | — | $ | (540 | ) | $ | (114 | ) | $ | (654 | ) | $ | — | $ | — | (654 | ) | ||||||||||||||
| Automotive interest income | 266 | ||||||||||||||||||||||||||||||
| Automotive interest expense | (575 | ) | |||||||||||||||||||||||||||||
| Net (loss) attributable to noncontrolling interests | (18 | ) | |||||||||||||||||||||||||||||
| Income before income taxes | 11,863 | ||||||||||||||||||||||||||||||
| Income tax expense | (11,533 | ) | |||||||||||||||||||||||||||||
| Income from continuing operations | 330 | ||||||||||||||||||||||||||||||
| Loss from discontinued operations, net of tax | (4,212 | ) | |||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interests | 18 | ||||||||||||||||||||||||||||||
| Net loss attributable to stockholders | $ | (3,864 | ) | ||||||||||||||||||||||||||||
| Equity in net assets of nonconsolidated affiliates | $ | 68 | $ | 7,818 | $ | — | $ | — | $ | 7,886 | $ | 1,187 | $ | — | $ | 9,073 | |||||||||||||||
| Total assets | $ | 99,846 | $ | 27,712 | $ | 31,267 | $ | (42,750 | ) | $ | 116,075 | $ | 97,251 | $ | (844 | ) | $ | 212,482 | |||||||||||||
| Expenditures for property | $ | 7,704 | $ | 607 | $ | 48 | $ | — | $ | 8,359 | $ | 94 | $ | — | $ | 8,453 | |||||||||||||||
| Depreciation and amortization | $ | 4,654 | $ | 708 | $ | 33 | $ | (1 | ) | $ | 5,394 | $ | 6,573 | $ | — | $ | 11,967 | ||||||||||||||
| Impairment charges | $ | 78 | $ | 211 | $ | 5 | $ | — | $ | 294 | $ | — | $ | — | $ | 294 | |||||||||||||||
| Equity income | $ | 8 | $ | 1,951 | $ | — | $ | — | $ | 1,959 | $ | 173 | $ | — | $ | 2,132 |
| (a) | Consists of charges of $460 million related to restructuring actions in India and South Africa in GMI; charges of $80 million associated with the deconsolidation of Venezuela in GMI and charges of $114 million for legal related matters related to the ignition switch recall in Corporate. |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
| At and For the Year Ended December 31, 2016 | |||||||||||||||||||||||||||||||
| GMNA | GMI | Corporate | Eliminations | Total Automotive | GM Financial | Eliminations | Total | ||||||||||||||||||||||||
| Net sales and revenue | $ | 119,113 | $ | 20,943 | $ | 149 | $ | 140,205 | $ | 8,983 | $ | (4 | ) | $ | 149,184 | ||||||||||||||||
| Earnings (loss) before interest and taxes-adjusted | $ | 12,388 | $ | 767 | $ | (1,073 | ) | $ | 12,082 | $ | 763 | $ | 3 | $ | 12,848 | ||||||||||||||||
| Adjustments(a) | $ | — | $ | — | $ | (300 | ) | $ | (300 | ) | $ | — | $ | — | (300 | ) | |||||||||||||||
| Automotive interest income | 182 | ||||||||||||||||||||||||||||||
| Automotive interest expense | (563 | ) | |||||||||||||||||||||||||||||
| Net (loss) attributable to noncontrolling interests | (159 | ) | |||||||||||||||||||||||||||||
| Income before income taxes | 12,008 | ||||||||||||||||||||||||||||||
| Income tax expense | (2,739 | ) | |||||||||||||||||||||||||||||
| Income from continuing operations | 9,269 | ||||||||||||||||||||||||||||||
| Loss from discontinued operations, net of tax | (1 | ) | |||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interests | 159 | ||||||||||||||||||||||||||||||
| Net income attributable to stockholders | $ | 9,427 | |||||||||||||||||||||||||||||
| Equity in net assets of nonconsolidated affiliates | $ | 74 | $ | 7,978 | $ | — | $ | — | $ | 8,052 | $ | 944 | $ | — | $ | 8,996 | |||||||||||||||
| Total assets(b) | $ | 103,879 | $ | 27,273 | $ | 39,042 | $ | (35,139 | ) | $ | 135,055 | $ | 87,947 | $ | (1,312 | ) | $ | 221,690 | |||||||||||||
| Expenditures for property | $ | 7,338 | $ | 943 | $ | 12 | $ | (2 | ) | $ | 8,291 | $ | 93 | $ | — | $ | 8,384 | ||||||||||||||
| Depreciation and amortization | $ | 4,292 | $ | 702 | $ | 19 | $ | (5 | ) | $ | 5,008 | $ | 4,678 | $ | — | $ | 9,686 | ||||||||||||||
| Impairment charges | $ | 65 | $ | 68 | $ | — | $ | — | $ | 133 | $ | — | $ | — | $ | 133 | |||||||||||||||
| Equity income | $ | 159 | $ | 1,971 | $ | — | $ | — | $ | 2,130 | $ | 152 | $ | — | $ | 2,282 |
| (a) | Consists of a net charge of $300 million for legal related matters related to the ignition switch recall. |
| (b) | Assets in Corporate and GM Financial include assets classified as held for sale. |
| At and For the Year Ended December 31, 2015 | |||||||||||||||||||||||||||||||
| GMNA | GMI | Corporate | Eliminations | Total Automotive | GM Financial | Eliminations | Total | ||||||||||||||||||||||||
| Net sales and revenue | $ | 106,744 | $ | 22,970 | $ | 150 | $ | 129,864 | $ | 5,867 | $ | (6 | ) | $ | 135,725 | ||||||||||||||||
| Earnings (loss) before interest and taxes-adjusted | $ | 11,354 | $ | 665 | $ | (1,248 | ) | $ | 10,771 | $ | 679 | $ | (1 | ) | $ | 11,449 | |||||||||||||||
| Adjustments(a) | $ | 47 | $ | (1,461 | ) | $ | (1,785 | ) | $ | (3,199 | ) | $ | — | $ | — | (3,199 | ) | ||||||||||||||
| Automotive interest income | 167 | ||||||||||||||||||||||||||||||
| Automotive interest expense | (423 | ) | |||||||||||||||||||||||||||||
| Gain on extinguishment of debt | 449 | ||||||||||||||||||||||||||||||
| Net (loss) attributable to noncontrolling interests | (72 | ) | |||||||||||||||||||||||||||||
| Income before income taxes | 8,371 | ||||||||||||||||||||||||||||||
| Income tax benefit | 1,219 | ||||||||||||||||||||||||||||||
| Income from continuing operations | 9,590 | ||||||||||||||||||||||||||||||
| Income from discontinued operations, net of tax | 25 | ||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interests | 72 | ||||||||||||||||||||||||||||||
| Net income attributable to stockholders | $ | 9,687 | |||||||||||||||||||||||||||||
| Equity in net assets of nonconsolidated affiliates | $ | 94 | $ | 8,115 | $ | — | $ | — | $ | 8,209 | $ | 986 | $ | — | $ | 9,195 | |||||||||||||||
| Total assets(b) | $ | 92,651 | $ | 27,351 | $ | 31,335 | $ | (21,916 | ) | $ | 129,421 | $ | 66,081 | $ | (1,164 | ) | $ | 194,338 | |||||||||||||
| Expenditures for property | $ | 5,697 | $ | 982 | $ | 66 | $ | (5 | ) | $ | 6,740 | $ | 73 | $ | — | $ | 6,813 | ||||||||||||||
| Depreciation and amortization | $ | 3,755 | $ | 707 | $ | 16 | $ | (3 | ) | $ | 4,475 | $ | 2,278 | $ | — | $ | 6,753 | ||||||||||||||
| Impairment charges | $ | 370 | $ | 364 | $ | — | $ | — | $ | 734 | $ | — | $ | — | $ | 734 | |||||||||||||||
| Equity income | $ | 20 | $ | 2,057 | $ | — | $ | — | $ | 2,077 | $ | 116 | $ | — | $ | 2,193 |
| (a) | Consists primarily of costs related to the Russia exit of $438 million in GMI, which is net of noncontrolling interests; asset impairment charges of $297 million related to our Thailand subsidiaries in GMI; Venezuela currency devaluation and asset impairment charges of $720 million in GMI; charges related to the ignition switch recall including the Compensation Program of $195 million and various settlements and legal related matters of approximately $1.6 billion in Corporate; and other of $41 million. |
| (b) | Assets in Corporate and GM Financial include assets classified as held for sale. |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)
Automotive revenue is attributed to geographic areas based on the country of sale. GM Financial revenue is attributed to the geographic area where the financing is originated. The following table summarizes information concerning principal geographic areas:
| At and For the Years Ended December 31, | |||||||||||||||||||||||
| 2017 | 2016 | 2015 | |||||||||||||||||||||
| Net Sales and Revenue | Long-Lived Assets | Net Sales and Revenue | Long-Lived Assets | Net Sales and Revenue | Long-Lived Assets | ||||||||||||||||||
| Automotive | |||||||||||||||||||||||
| U.S. | $ | 100,674 | $ | 24,473 | $ | 110,661 | $ | 22,241 | $ | 100,082 | $ | 21,091 | |||||||||||
| Non-U.S. | 32,775 | 12,715 | 29,544 | 11,258 | 29,782 | 9,649 | |||||||||||||||||
| GM Financial | |||||||||||||||||||||||
| U.S. | 10,489 | 40,674 | 7,462 | 32,506 | 4,357 | 18,501 | |||||||||||||||||
| Non-U.S. | 1,650 | 2,467 | 1,517 | 2,050 | 1,504 | 1,749 | |||||||||||||||||
| Total consolidated | $ | 145,588 | $ | 80,329 | $ | 149,184 | $ | 68,055 | $ | 135,725 | $ | 50,990 |
No individual country other than the U.S. represented more than 10% of our total Net sales and revenue or Long-lived assets.
Note 25. Supplemental Information for the Consolidated Statements of Cash Flows
The following table summarizes the sources (uses) of cash provided by Change in other operating assets and liabilities and Cash paid for income taxes and interest:
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Accounts receivable | $ | 1,402 | $ | (1,249 | ) | $ | (16 | ) | |||
| Wholesale receivables funded by GM Financial, net | (2,099 | ) | (2,184 | ) | (820 | ) | |||||
| Inventories | 440 | (75 | ) | (1,209 | ) | ||||||
| Automotive equipment on operating leases | (263 | ) | 785 | 520 | |||||||
| Change in other assets | 108 | (939 | ) | (572 | ) | ||||||
| Accounts payable | (362 | ) | 3,195 | 1,658 | |||||||
| Income taxes payable | (3 | ) | (162 | ) | 88 | ||||||
| Accrued and other liabilities | (2,238 | ) | 1,209 | (857 | ) | ||||||
| Total | $ | (3,015 | ) | $ | 580 | $ | (1,208 | ) | |||
| Cash paid for income taxes and interest | |||||||||||
| Cash paid for income taxes | $ | 656 | $ | 676 | $ | 740 | |||||
| Cash paid for interest (net of amounts capitalized) – Automotive | $ | 501 | $ | 460 | $ | 333 | |||||
| Cash paid for interest (net of amounts capitalized) – GM Financial | 2,571 | 1,761 | 1,204 | ||||||||
| Total cash paid for interest (net of amounts capitalized) | $ | 3,072 | $ | 2,221 | $ | 1,537 |
Previous: Item 7A. Quantitative and Qualitative Disclosures About Market Risk · Next: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure