UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549-1004

Form 10-Q

R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 001-34960

GENERAL MOTORS COMPANY

(Exact Name of Registrant as Specified in its Charter)

STATE OF DELAWARE	27-0756180
(State or other jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
300 Renaissance Center, Detroit, Michigan	48265-3000
(Address of Principal Executive Offices)	(Zip Code)

(313) 556-5000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  R  No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  R  No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  þ  Accelerated filer  ¨  Non-accelerated filer  ¨  Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨  No  R

As of July 19, 2013 the number of shares outstanding of common stock was 1,384,137,860 shares.

Website Access to Company's Reports

General Motors Company's internet website address is www.gm.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission.

INDEX

			Page
PART I - Financial Information
Item 1.	Condensed Consolidated Financial Statements		1
	Condensed Consolidated Income Statements (Unaudited)		1
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)		2
	Condensed Consolidated Balance Sheets (Unaudited)		3
	Condensed Consolidated Statements of Equity (Unaudited)		4
	Condensed Consolidated Statements of Cash Flows (Unaudited)		5
	Notes to Condensed Consolidated Financial Statements		6
	Note 1.	Nature of Operations	6
	Note 2.	Basis of Presentation and Recent Accounting Standards	6
	Note 3.	Acquisition of Businesses	6
	Note 4.	Marketable Securities	8
	Note 5.	GM Financial Receivables, net	10
	Note 6.	Inventories	14
	Note 7.	Equity in Net Assets of Nonconsolidated Affiliates	14
	Note 8.	Goodwill	15
	Note 9.	Intangible Assets, net	16
	Note 10.	Variable Interest Entities	16
	Note 11.	Depreciation, Amortization and Impairment Charges	19
	Note 12.	Debt	19
	Note 13.	Product Warranty Liability	21
	Note 14.	Pensions and Other Postretirement Benefits	21
	Note 15.	Derivative Financial Instruments and Risk Management	23
	Note 16.	Commitments and Contingencies	24
	Note 17.	Income Taxes	28
	Note 18.	Restructuring and Other Initiatives	28
	Note 19.	Stockholders' Equity	30
	Note 20.	Earnings Per Share	31
	Note 21.	Stock Incentive Plans	33
	Note 22.	Segment Reporting	34
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		54
Item 4.	Controls and Procedures		54
PART II - Other Information
Item 1.	Legal Proceedings		56
Item 1A.	Risk Factors		56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		56
Item 6.	Exhibits		56
Signature			58

GENERAL MOTORS COMPANY AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED INCOME STATEMENTS

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended					Six Months Ended
	June 30, 2013		June 30, 2012			June 30, 2013		June 30, 2012
Net sales and revenue
Automotive	$	38,240	$	37,127		$	74,584	$	74,455
GM Financial	835		487			1,375		918
Total	39,075		37,614			75,959		75,373
Costs and expenses
Automotive cost of sales	33,824		32,678			66,441		65,588
GM Financial operating and other expenses	575		268			931		516
Automotive selling, general and administrative expense	2,925		2,847			5,877		5,835
Goodwill impairment charges (Note 8)	—		—			—		617
Total costs and expenses	37,324		35,793			73,249		72,556
Operating income	1,751		1,821			2,710		2,817
Automotive interest expense	61		118			152		228
Interest income and other non-operating income, net	251		139			422		414
Loss on extinguishment of debt (Note 12)	240		—			240		18
Income before income taxes and equity income	1,701		1,842			2,740		2,985
Income tax expense (Note 17)	742		241			1,151		457
Equity income, net of tax (Note 7)	429		300			984		723
Net income	1,388		1,901			2,573		3,251
Net (income) loss attributable to noncontrolling interests	26		(55		)	16		(90		)
Net income attributable to stockholders	$	1,414	$	1,846		$	2,589	$	3,161
Net income attributable to common stockholders	$	1,200	$	1,487		$	2,160	$	2,491
Earnings per share (Note 20)
Basic
Basic earnings per common share	$	0.87	$	0.95		$	1.57	$	1.59
Weighted-average common shares outstanding	1,376		1,569			1,374		1,571
Diluted
Diluted earnings per common share	$	0.75	$	0.90		$	1.37	$	1.49
Weighted-average common shares outstanding	1,677		1,671			1,668		1,681

Reference should be made to the notes to condensed consolidated financial statements.

1

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Net income	$	1,388		$	1,901		$	2,573		$	3,251
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(506		)	(115		)	(243		)	(52		)
Cash flow hedging losses, net	—			(2		)	—			(2		)
Unrealized losses on securities, net	(5		)	(136		)	(18		)	(140		)
Defined benefit plans, net	79			15			262			58
Other comprehensive income (loss), net of tax	(432		)	(238		)	1			(136		)
Comprehensive income	956			1,663			2,574			3,115
Comprehensive (income) loss attributable to noncontrolling interests	29			(44		)	27			(88		)
Comprehensive income attributable to stockholders	$	985		$	1,619		$	2,601		$	3,027

Reference should be made to the notes to condensed consolidated financial statements.

2

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share amounts)

(Unaudited)

	June 30, 2013			December 31, 2012
ASSETS
Current Assets
Cash and cash equivalents	$	19,697		$	18,422
Marketable securities (Note 4)	6,258			8,988
Restricted cash and marketable securities (Note 4)	1,067			686
Accounts and notes receivable (net of allowance of $305 and $311)	11,119			10,395
GM Financial receivables, net (including receivables transferred to SPEs of $8,726 and $3,444; Note 5)	10,865			4,044
Inventories (Note 6)	14,777			14,714
Equipment on operating leases, net	2,492			1,782
Deferred income taxes	9,771			9,429
Other current assets	1,699			1,536
Total current assets	77,745			69,996
Non-current Assets
Restricted cash and marketable securities (Note 4)	726			682
GM Financial receivables, net (including receivables transferred to SPEs of $10,283 and $6,458; Note 5)	11,453			6,954
Equity in net assets of nonconsolidated affiliates (Note 7)	7,463			6,883
Property, net	25,351			24,196
Goodwill (Note 8)	1,993			1,973
Intangible assets, net (Note 9)	6,598			6,809
GM Financial equipment on operating leases, net (including assets transferred to SPEs of $663 and $540)	2,575			1,649
Deferred income taxes	26,608			27,922
Other assets	2,598			2,358
Total non-current assets	85,365			79,426
Total Assets	$	163,110		$	149,422
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (principally trade)	$	26,820		$	25,166
Short-term debt and current portion of long-term debt (Note 12)
Automotive (including certain debt at VIEs of $244 and $228; Note 10)	699			1,748
GM Financial (including certain debt at VIEs of $7,865 and $3,770; Note 10)	9,262			3,770
Accrued liabilities	23,240			23,308
Total current liabilities	60,021			53,992
Non-current Liabilities
Long-term debt (Note 12)
Automotive (including certain debt at VIEs of $23 and $122; Note 10)	3,263			3,424
GM Financial (including certain debt at VIEs of $9,206 and $5,608; Note 10)	13,524			7,108
Postretirement benefits other than pensions (Note 14)	7,165			7,309
Pensions (Note 14)	26,661			27,420
Other liabilities and deferred income taxes	13,472			13,169
Total non-current liabilities	64,085			58,430
Total Liabilities	124,106			112,422
Commitments and contingencies (Note 16)
Equity (Note 19)
Preferred stock, $0.01 par value
Series A	5,536			5,536
Series B	4,855			4,855
Common stock, $0.01 par value	14			14
Additional paid-in capital	23,818			23,834
Retained earnings	12,191			10,057
Accumulated other comprehensive loss	(8,040		)	(8,052		)
Total stockholders’ equity	38,374			36,244
Noncontrolling interests	630			756
Total Equity	39,004			37,000
Total Liabilities and Equity	$	163,110		$	149,422

Reference should be made to the notes to condensed consolidated financial statements.

3

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In millions)

(Unaudited)

	Series A Preferred Stock		Series B Preferred Stock		Common Stockholders’											Noncontrolling Interests			Total Equity
					Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss
Balance at December 31, 2011	$	5,536	$	4,855	$	16	$	26,391		$	7,183		$	(5,861	)	$	871		$	38,991
Net income	—		—		—		—			3,161			—			90			3,251
Other comprehensive loss	—		—		—		—			—			(134		)	(2		)	(136		)
Exercise of common stock warrants	—		—		—		3			—			—			—			3
Stock based compensation	—		—		—		5			—			—			—			5
Cumulative dividends and cash dividends paid on Series A Preferred Stock and cumulative dividends on Series B Preferred Stock	—		—		—		—			(455		)	—			—			(455		)
Dividends declared or paid to noncontrolling interests	—		—		—		—			—			—			(37		)	(37		)
Other	—		—		—		—			—			—			(12		)	(12		)
Balance at June 30, 2012	$	5,536	$	4,855	$	16	$	26,399		$	9,889		$	(5,995	)	$	910		$	41,610
Balance at December 31, 2012	$	5,536	$	4,855	$	14	$	23,834		$	10,057		$	(8,052	)	$	756		$	37,000
Net income (loss)	—		—		—		—			2,589			—			(16		)	2,573
Other comprehensive income (loss)	—		—		—		—			—			12			(11		)	1
Exercise of common stock warrants	—		—		—		2			—			—			—			2
Stock based compensation	—		—		—		(32		)	—			—			—			(32		)
Cumulative dividends and cash dividends paid on Series A Preferred Stock and cumulative dividends on Series B Preferred Stock	—		—		—		—			(455		)	—			—			(455		)
Dividends declared or paid to noncontrolling interests	—		—		—		—			—			—			(52		)	(52		)
Other	—		—		—		14			—			—			(47		)	(33		)
Balance at June 30, 2013	$	5,536	$	4,855	$	14	$	23,818		$	12,191		$	(8,040	)	$	630		$	39,004

Reference should be made to the notes to condensed consolidated financial statements.

4

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Six Months Ended
	June 30, 2013			June 30, 2012
Net cash provided by operating activities	$	5,712		$	6,441
Cash flows from investing activities
Expenditures for property	(3,833		)	(4,059		)
Available-for-sale marketable securities, acquisitions	(1,841		)	(2,928		)
Trading marketable securities, acquisitions	(2,967		)	(3,997		)
Available-for-sale marketable securities, liquidations	2,387			7,592
Trading marketable securities, liquidations	4,921			3,625
Acquisition of companies, net of cash acquired	(2,111		)	54
Proceeds from sale of business units/investments, net of cash disposed	(81		)	3
Increase in restricted cash and marketable securities	(477		)	(275		)
Decrease in restricted cash and marketable securities	553			724
Purchases and funding of finance receivables	(10,023		)	(2,874		)
Principal collections and recoveries on finance receivables	8,788			2,040
Purchases of leased vehicles, net	(1,126		)	(610		)
Proceeds from termination of leased vehicles	84			20
Other investing activities	(75		)	(140		)
Net cash used in investing activities	(5,801		)	(825		)
Cash flows from financing activities
Net increase (decrease) in short-term debt	98			(156		)
Proceeds from issuance of debt (original maturities greater than three months)	11,417			5,278
Payments on debt (original maturities greater than three months)	(9,075		)	(4,077		)
Dividends paid	(474		)	(459		)
Other financing activities	(113		)	(20		)
Net cash provided by financing activities	1,853			566
Effect of exchange rate changes on cash and cash equivalents	(489		)	(69		)
Net increase in cash and cash equivalents	1,275			6,113
Cash and cash equivalents at beginning of period	18,422			16,071
Cash and cash equivalents at end of period	$	19,697		$	22,184
Supplemental cash flow information:
Non-cash property additions	$	3,457		$	3,737

Reference should be made to the notes to condensed consolidated financial statements.

5

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.Nature of Operations

General Motors Company is sometimes referred to in this Quarterly Report on Form 10-Q as “we,” “our,” “us,” “ourselves,” the “Company,” “General Motors,” or “GM.” General Motors Corporation is sometimes referred to in this Quarterly Report on Form 10-Q, for the periods on or before July 9, 2009, as “Old GM.” Old GM was renamed Motors Liquidation Company (MLC), which was dissolved on December 15, 2011 and transferred its remaining assets and liabilities to the Motors Liquidation Company GUC Trust (GUC Trust).

We design, build and sell cars, trucks and automobile parts worldwide. We also provide automotive financing services through General Motors Financial Company, Inc. (GM Financial).

We analyze the results of our business through our five segments: GM North America (GMNA), GM Europe (GME), GM International Operations (GMIO), GM South America (GMSA) and GM Financial. Nonsegment operations are classified as Corporate. Corporate includes investments in Ally Financial, Inc. (Ally Financial), certain centrally recorded income and costs, such as interest, income taxes and corporate expenditures and certain nonsegment specific revenues and expenses.

Note 2.Basis of Presentation and Recent Accounting Standards

The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the SEC.

Use of Estimates in the Preparation of the Financial Statements

The condensed consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the amounts of assets and liabilities at the reporting date and the amounts of revenue 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.

Recently Adopted Accounting Principles

On January 1, 2013 we adopted Accounting Standards Update (ASU) 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This ASU does not change current requirements for reporting net income or other comprehensive income in financial statements; rather, it requires certain disclosures of the amount of reclassifications of items from other comprehensive income to net income by component. The related disclosures are presented in Note 19.

Note 3.Acquisition of Businesses

Acquisition of Certain Ally Financial International Operations

In November 2012 GM Financial entered into a definitive agreement with Ally Financial to acquire 100% of the outstanding equity interests in the top level holding companies of its automotive finance and financial services operations in Europe and Latin America and a separate agreement to acquire Ally Financial’s non-controlling equity interest in GMAC-SAIC Automotive Finance Company Limited (GMAC-SAIC), which conducts automotive finance and other financial services in China.

On April 1, 2013 GM Financial completed the acquisition of Ally Financial's European and Latin American automotive finance operations except for France, Portugal and Brazil; and on June 1, 2013 completed the acquisition of Ally Financial's automotive finance operations in France and Portugal. The aggregate consideration for these acquisitions was $2.6 billion, subject to certain closing adjustments, of which $65 million is contingent upon closing the acquisition of Ally Financial's Brazilian automotive finance operations described below. Acquisition-related costs were insignificant. In addition GM Financial repaid loans of $1.4

6

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

billion that were assumed as part of the acquisitions. GM Financial recorded the fair value of the assets acquired and liabilities assumed on the acquisition dates.

GM Financial's acquisition of Ally Financial's Brazilian automotive finance operations and the equity interest in GMAC-SAIC are subject to certain regulatory and other approvals and are expected to close in 2013 or early 2014 or as soon as practical thereafter. GM Financial expects to pay approximately $1.5 billion to close these acquisitions subject to certain closing adjustments.

The following table summarizes the aggregate consideration and the assets acquired and liabilities assumed at the acquisition dates before eliminations for net intercompany receivables of approximately $300 million (dollars in millions):

Cash	$	440
Restricted cash	525
Finance receivables	10,981
Other assets, including identifiable intangible assets	247
Secured and unsecured debt	(8,910		)
Other liabilities	(722		)
Identifiable net assets acquired	2,561
Goodwill resulting from the acquisition	57
Aggregate consideration	$	2,618

The fair value of finance receivables was determined using a discounted cash flow approach. The contractual cash flows were adjusted for estimated prepayments, defaults, recoveries, finance charge income and servicing costs and discounted using a discount rate commensurate with risks and maturity inherent in the finance contracts. The contractually required payments receivable, cash flows expected to be collected and fair value for finance receivables acquired with deteriorated credit quality at the acquisition date were $2.0 billion, $1.8 billion and $1.6 billion. The contractually required payments receivable, cash flows not expected to be collected and fair value for other acquired finance receivables were $10.1 billion, $130 million and $9.4 billion. The fair value of secured and unsecured debt was determined using quoted market prices when available and a discounted cash flow approach when not available.

We recorded goodwill in the amount of $57 million for the excess of the aggregate consideration over the fair value of the individual assets acquired and liabilities assumed and such amount is primarily attributed to the value of the incremental GM Financial business expected. The recorded goodwill is subject to further adjustment, pending the closing of the acquisition of the remaining international operations as well as any potential adjustments resulting from the finalization of closing balance sheet audits. Valuations and assumptions pertaining to income taxes are subject to change as additional information is obtained during the measurement period. All of the goodwill was assigned to the GM Financial segment and will be assigned to reporting units, which will be determined pending completion of the remaining acquisitions. The goodwill is not tax deductible.

The results of the acquired European and Latin American automotive finance operations are included in GM Financial's results beginning April 1, 2013 and the results of the acquired operations in France and Portugal are included in GM Financial's results beginning June 1, 2013. The following table summarizes the actual amounts of revenue and earnings included in our condensed consolidated financial statements as well as certain pro forma revenue and earnings of the combined entity had these acquisitions occurred as of January 1, 2012, without consideration of historical transactions between the acquired operations and us, as it is impracticable to obtain such information (dollars in millions):

	Certain Ally Operations Amounts Included in Results		Pro Forma-Combined
	Three Months Ended		Three Months Ended		Six Months Ended
	June 30, 2013		June 30, 2012		June 30, 2013		June 30, 2012
Total net sales and revenue	$	248	$	37,874	$	76,200	$	75,911
Net income attributable to stockholders	$	54	$	1,932	$	2,629	$	3,286

Acquisition of SAIC GM Investment Limited

7

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

In September 2012 we obtained control of SAIC GM Investment Limited, the holding company of General Motors India Private Limited and Chevrolet Sales India Private Limited (collectively HKJV) through a series of transactions that resulted in us owning a 90.8% interest and we consolidated HKJV effective September 1, 2012.

Acquisition of GMAC South America LLC

In March 2012 we acquired from Ally Financial for cash of $29 million100% of the outstanding equity interests of GMAC South America LLC whose only asset is GMAC de Venezuela CA (GMAC Venezuela) comprising the business and operations of Ally Financial in Venezuela. This acquisition provides us with a captive finance offering in Venezuela which we believe is important in maintaining market position and will provide continued sources of financing for our Venezuela dealers and customers. We recorded the fair value of the assets acquired and liabilities assumed as of March 1, 2012, the date we obtained control, and have included GMAC Venezuela's results of operations and cash flows from that date forward.

Note 4.Marketable Securities

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. We obtain the majority of the prices used in this valuation from a pricing service. Our pricing service utilizes industry standard pricing models that consider various inputs, including benchmark yields, reported trades, broker/dealer quotes, issuer spreads and benchmark securities as well as other relevant economic measures. We conduct an annual review of valuations provided by our pricing service, which includes discussion and analysis of the inputs used by the pricing service to provide prices for the types of securities we hold. These inputs include prices for comparable securities, bid/ask quotes, interest rate yields and prepayment spreads. Based on our review we believe the prices received from our pricing service are a reliable representation of exit prices.

The following table summarizes information regarding marketable securities (dollars in millions):

8

GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

		June 30, 2013				December 31, 2012
	Fair Value Level			Fair Value				Fair Value
		Cost				Cost
Cash and cash equivalents
Available-for-sale securities
U.S. government and agencies	2	$	1,923	$	1,923	$	4,190	$	4,190
Certificates of deposit	2	384		384		120		120
Money market funds	1	1,806		1,806		1,799		1,799
Corporate debt	2	6,112		6,112		3,102		3,102
Total available-for-sale securities		$	10,225	10,225		$	9,211	9,211
Trading securities
Sovereign debt	2			—				1,408
Total trading securities				—				1,408
Total marketable securities classified as cash equivalents				10,225				10,619
Cash, cash equivalents and time deposits				9,472				7,803
Total cash and cash equivalents				$	19,697			$	18,422
Marketable securities - current
Available-for-sale securities
U.S. government and agencies	2	$	1,354	$	1,354	$	1,231	$	1,231
Sovereign debt	2	22		22		30		30
Certificates of deposit	2	—		—		10		10
Corporate debt	2	1,781		1,778		2,313		2,318
Security interest in GM Korea mandatorily redeemable preferred shares	2	21		21		142		177
Equity	1	—		—		—		21
Total available-for-sale securities		$	3,178	3,175		$	3,726	3,787
Trading securities
Sovereign debt	2			3,083				5,201
Total trading securities				3,083				5,201
Total marketable securities - current				6,258				8,988
Marketable securities - non-current
Available-for-sale securities
Investment in Peugeot S.A.	1	$	179	204		$	179	179
Total marketable securities - non-current		$	179	204		$	179	179
Total marketable securities				$	6,462			$	9,167
Restricted cash and marketable securities
Available-for-sale securities
Money market funds	1	$	912	$	912	$	933	$	933
Sovereign debt	2	19		20		23		24
Other	2	13		13		175		175
Total marketable securities classified as restricted cash and marketable securities		$	944	945		$	1,131	1,132
Restricted cash and cash equivalents and time deposits				848				236
Total restricted cash and marketable securities				$	1,793			$	1,368

Sales proceeds from investments classified as available-for-sale and sold prior to maturity were $1.3 billion and $551 million in the three months ended June 30, 2013 and 2012 and $1.7 billion and $978 million in the six months ended June 30, 2013 and 2012.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

The following table summarizes the amortized cost and the fair value of investments classified as available-for-sale by contractual maturity at June 30, 2013 (dollars in millions):

	Amortized Cost		Fair Value
Due in one year or less	$	9,871	$	9,873
Due after one year through five years	1,757		1,754
Total contractual maturities of available-for-sale securities	$	11,628	$	11,627

Cumulative net unrealized gains on available-for-sale securities were $23 million and $62 million at June 30, 2013 and December 31, 2012. Net unrealized losses on trading securities were $109 million and $111 million in the three months ended June 30, 2013 and 2012 and $132 million and $61 million in the six months ended June 30, 2013 and 2012. Unrealized losses on trading securities are primarily related to the remeasurement of Canadian Dollar (CAD) denominated securities.

Note 5.GM Financial Receivables, net

In April 2012 GM Financial commenced commercial lending activities in the U.S. centered on floorplan financing of dealer vehicle inventory and dealer loans to finance dealer sites, facilities, facility improvements and working capital. In March 2013 GM Financial launched similar commercial lending in Canada. In the three months ended June 30, 2013 GM Financial acquired certain international operations in Europe and Latin America from Ally Financial that conduct consumer and commercial lending activities. All of these loans were made on a secured basis.

As the result of GM Financial's acquisition of the Ally Financial international operations and our October 2010 acquisition of GM Financial, finance receivables are reported in two portfolios: pre-acquisition and post-acquisition portfolios.

The pre-acquisition finance receivables are composed of: (1) finance receivables acquired with the acquisition of GM Financial, all of which were considered to have had deterioration in credit quality; and (2) finance receivables that were considered to have had deterioration in credit quality at the time they were acquired with the acquisition of the Ally Financial international operations. The pre-acquisition portfolio will decrease over time with the amortization of the acquired receivables.

The post-acquisition finance receivables are composed of: (1) finance receivables originated in the U.S. and Canada since the acquisition of GM Financial; (2) finance receivables that were considered to have had no deterioration in credit quality at the time they were acquired with the acquisition of the Ally Financial international operations; and (3) finance receivables originated in all other countries since the applicable acquisition dates of the Ally Financial international operations. The post-acquisition portfolio is expected to grow over time as GM Financial originates new receivables.

The following table summarizes the components of consumer and commercial finance receivables, net (dollars in millions):

	June 30, 2013									December 31, 2012
	Consumer			Commercial			Total			Consumer			Commercial			Total
Pre-acquisition finance receivables, outstanding amount	$	2,737		$	—		$	2,737		$	2,162		$	—		$	2,162
Pre-acquisition finance receivables, carrying amount	$	2,551		$	—		$	2,551		$	1,958		$	—		$	1,958
Post-acquisition finance receivables, net of fees	15,880			4,334			20,214			8,831			560			9,391
Total finance receivables	18,431			4,334			22,765			10,789			560			11,349
Less: allowance for loan losses	(423		)	(24		)	(447		)	(345		)	(6		)	(351		)
Total GM Financial receivables, net	$	18,008		$	4,310		$	22,318		$	10,444		$	554		$	10,998

Of the total allowance for loan losses in the above table, $346 million and $266 million are current at June 30, 2013 and December 31, 2012.

The following tables summarize activity for consumer and commercial finance receivables (dollars in millions):

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

	Three Months Ended
	June 30, 2013									June 30, 2012
	Consumer			Commercial			Total			Consumer			Commercial			Total
Pre-acquisition finance receivables, outstanding amount, beginning of period	$	1,759		$	—		$	1,759		$	3,675		$	—		$	3,675
Pre-acquisition finance receivables, carrying amount, beginning of period	$	1,580		$	—		$	1,580		$	3,358		$	—		$	3,358
Post-acquisition finance receivables, net of fees, beginning of period	9,432			836			10,268			6,326			—			6,326
Ally Financial international operations acquisition	6,991			3,290			10,281
Loans funded or purchased	2,468			5,138			7,606			1,489			174			1,663
Charge-offs	(116		)	—			(116		)	(53		)	—			(53		)
Principal collections and other	(1,870		)	(4,906		)	(6,776		)	(932		)	(46		)	(978		)
Change in carrying amount adjustment	(1		)	—			(1		)	(37		)	—			(37		)
Effect of foreign currency	(53		)	(24		)	(77		)	—			—			—
Balance at end of period	$	18,431		$	4,334		$	22,765		$	10,151		$	128		$	10,279

	Six Months Ended
	June 30, 2013									June 30, 2012
	Consumer			Commercial			Total			Consumer			Commercial			Total
Pre-acquisition finance receivables, outstanding amount, beginning of period	$	2,162		$	—		$	2,162		$	4,366		$	—		$	4,366
Pre-acquisition finance receivables, carrying amount, beginning of period	$	1,958		$	—		$	1,958		$	4,027		$	—		$	4,027
Post-acquisition finance receivables, net of fees, beginning of period	8,831			560			9,391			5,314			—			5,314
Ally Financial international operations acquisition	6,991			3,290			10,281
Loans funded or purchased	3,827			6,136			9,963			2,885			174			3,059
Charge-offs	(248		)	—			(248		)	(104		)	—			(104		)
Principal collections and other	(2,845		)	(5,628		)	(8,473		)	(1,852		)	(46		)	(1,898		)
Change in carrying amount adjustment	(30		)	—			(30		)	(119		)	—			(119		)
Effect of foreign currency	(53		)	(24		)	(77		)	—			—			—
Balance at end of period	$	18,431		$	4,334		$	22,765		$	10,151		$	128		$	10,279

The following table summarizes the carrying amount and estimated fair value of GM Financial receivables, net (dollars in millions):

	June 30, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
GM Financial receivables, net	$	22,318	$	22,459	$	10,998	$	11,313

GM Financial determined the fair value of consumer finance receivables using observable and unobservable 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 which is the basis for the calculation of the series of cash flows that derive the fair value of the portfolio. The series of cash flows is calculated and discounted using a weighted-average cost of capital using unobservable debt and equity percentages, an unobservable cost of equity and an observable cost of debt based on companies with a similar credit rating and maturity profile as the portfolio. Macroeconomic factors could negatively affect the credit performance of the portfolio and therefore could potentially affect the assumptions used in GM Financial's cash flow model. Substantially all commercial finance

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

receivables either have variable interest rates and maturities of one year or less, or were acquired or originated within the past six months. Therefore, the carrying amount is considered to be a reasonable estimate of fair value.

GM Financial reviews its pre-acquisition finance receivables portfolios for differences between contractual cash flows and the cash flows expected to be collected to determine if the difference is attributable, at least in part, to credit quality. In the six months ended June 30, 2013 and 2012 as a result of improvements in credit performance of the pre-acquisition finance receivables acquired with the acquisition of GM Financial, which resulted in an increase of expected cash flows of $54 million and $170 million, GM Financial transferred the amount of excess cash flows from the non-accretable difference to accretable yield. GM Financial will recognize this excess as finance charge income over the remaining life of the portfolio.

The following table summarizes the activity for accretable yield (dollars in millions):

	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Balance at beginning of period	$	371		$	768		$	404		$	737
Ally Financial international operations acquisition	249			—			249			—
Accretion of accretable yield	(132		)	(143		)	(213		)	(279		)
Transfer from non-accretable difference	6			3			54			170
Effect of foreign currency	(12		)	—			(12		)	—
Balance at end of period	$	482		$	628		$	482		$	628

The following table summarizes activity for the allowance for loan losses on consumer and commercial finance receivables (dollars in millions):

	Three Months Ended(a)						Six Months Ended(a)
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Balance at beginning of period	$	393		$	208		$	351		$	179
Provision for loan losses	100			62			194			110
Charge-offs	(116		)	(53		)	(248		)	(104		)
Recoveries	70			32			150			64
Balance at end of period	$	447		$	249		$	447		$	249

________

(a) The balances and activity of the allowance for commercial loan losses included in the amounts at and for the three and six months ended June 30, 2013 and 2012 were insignificant.

Credit Quality

Consumer Finance Receivables

GM Financial uses proprietary scoring systems that measure the credit quality of the receivables using several factors, such as credit bureau information, consumer credit risk scores (e.g. FICO score), and contract characteristics. In addition to GM Financial's proprietary scoring systems, GM Financial considers other individual consumer factors, such as employment history, financial stability, and capacity to pay. Subsequent to origination, GM Financial reviews the credit quality of retail receivables based on customer payment activity. At the time of loan origination substantially all of GM Financial's international consumers have prime credit ratings. However, the consumer finance receivables originated in North America are predominantly sub-prime. The following table summarizes the credit risk profile by FICO score band, determined at origination of the consumer finance receivables in North America (dollars in millions):

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

	June 30, 2013				December 31, 2012
	Amount		%		Amount		%
FICO Score less than 540	$	3,338	29.3	%	$	3,011	27.4	%
FICO Score 540 to 599	5,301		46.6	%	5,014		45.6	%
FICO Score 600 to 659	2,397		21.1	%	2,513		22.9	%
FICO Score 660 and greater	343		3.0	%	455		4.1	%
Balance at end of period	$	11,379	100.0	%	$	10,993	100.0	%

Commercial Finance Receivables

GM Financial's commercial finance receivables consist of dealer financings. A proprietary model is used to assign a risk rating to each dealer. A credit review of each dealer is performed at least annually and, if necessary, the dealer's risk rating is adjusted on the basis of the review.

A summary of the credit risk profile by dealer grouping of the commercial finance receivables is as follows (dollars in millions): 

	June 30, 2013		December 31, 2012
Group I - Dealers with strong to superior financial metrics	$	240	$	99
Group II - Dealers with fair to favorable financial metrics	881		278
Group III - Dealers with marginal to weak financial metrics	2,017		171
Group IV - Dealers with poor financial metrics	780		12
Group V - Dealers warranting special mention due to potential weaknesses	415
Group VI - Dealers with loans classified as impaired	1
	$	4,334	$	560

The credit lines for Group VI dealers are suspended, and no further funding is extended to these dealers. 

Delinquency

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due. At June 30, 2013 and December 31, 2012 the accrual of finance charge income has been suspended on delinquent consumer finance receivables based on contractual amounts due of $472 million and $503 million. At June 30, 2013 the commercial finance receivables or loans on non-accrual status were insignificant.

Consumer Finance Receivables

GM Financial purchases consumer 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.

The following table summarizes the contractual amount of delinquent contracts, which is not materially different than the recorded investment of the consumer finance receivables (dollars in millions):

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

	June 30, 2013				June 30, 2012
	Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due
Delinquent contracts
31-to-60 days	$	645	3.4	%	$	428	4.1	%
Greater-than-60 days	253		1.4	%	158		1.5	%
Total finance receivables more than 30 days delinquent	898		4.8	%	586		5.6	%
In repossession	35		0.2	%	25		0.3	%
Total finance receivables more than 30 days delinquent or in repossession	$	933	5.0	%	$	611	5.9	%

Impaired Finance Receivables - Troubled Debt Restructurings

Consumer finance receivables in the post-acquisition portfolio that become classified as troubled debt restructurings (TDRs) because of payment deferral or other reasons 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.

The following table summarizes the outstanding recorded investment for consumer finance receivables that are considered to be TDRs and the related allowance (dollars in millions):

	June 30, 2013			December 31, 2012
Outstanding recorded investment	$	471		$	228
Less: allowance for loan losses	(71		)	(32		)
Outstanding recorded investment, net of allowance	$	400		$	196
Unpaid principal balance	$	479		$	232

Note 6.Inventories

The following table summarizes the components of Inventories (dollars in millions):

	June 30, 2013		December 31, 2012
Productive material, supplies and work in process	$	6,326	$	6,560
Finished product, including service parts	8,451		8,154
Total inventories	$	14,777	$	14,714

Note 7.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 the ability to exert significant influence over decisions relating to their operating and financial affairs.

The following table summarizes information regarding Equity income, net of tax (dollars in millions):

	Three Months Ended					Six Months Ended
	June 30, 2013		June 30, 2012			June 30, 2013		June 30, 2012
China joint ventures (China JVs)	$	418	$	331		$	966	$	750
Others	11		(31		)	18		(27		)
Total equity income, net of tax	$	429	$	300		$	984	$	723

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Sales and income of our China JVs are not consolidated into our financial statements; rather, our proportionate share of the earnings of each joint venture is reflected as Equity income, net of tax. There have been no significant ownership changes in our China JVs since December 31, 2012.

We received dividends from nonconsolidated affiliates of $1.5 billion and $1.3 billion in the three months ended June 30, 2013 and 2012 and $1.6 billion and $1.4 billion in the six months ended June 30, 2013 and 2012. At June 30, 2013 and December 31, 2012 we had undistributed earnings including dividends declared but not received of $1.1 billion and $1.7 billion related to our nonconsolidated affiliates.

Transactions with Nonconsolidated Affiliates

Nonconsolidated affiliates are involved in various aspects of the development, production and marketing of cars, trucks and automobile parts. We purchase component parts and vehicles from certain nonconsolidated affiliates for resale to dealers. We also sell component parts and vehicles to certain nonconsolidated affiliates. The following tables summarize the effects of transactions with nonconsolidated affiliates (dollars in millions):

	Three Months Ended				Six Months Ended
	June 30, 2013		June 30, 2012		June 30, 2013		June 30, 2012
Results of operations
Automotive sales and revenue	$	707	$	722	$	1,301	$	1,305
Automotive purchases, net	$	196	$	174	$	375	$	309
Interest income and other non-operating income, net	$	6	$	148	$	7	$	163

	June 30, 2013		December 31, 2012
Financial position
Accounts and notes receivable, net	$	671	$	1,668
Accounts and notes payable	$	223	$	167
Deferred revenue and customer deposits	$	37	$	46

	Six Months Ended
	June 30, 2013			June 30, 2012
Cash flows
Operating	$	2,432		$	2,391
Investing	$	(7	)	$	(37	)

Note 8.Goodwill

The following table summarizes the changes in the carrying amounts of Goodwill (dollars in millions):

	GMNA			GME			GMIO			GMSA			Total Automotive			GM Financial		Total
Balance at January 1, 2013	$	—		$	—		$	549		$	146		$	695		$	1,278	$	1,973
Goodwill from business combinations(a)	—			—			—			10			10			57		67
Effect of foreign currency translation and other	—			—			(35		)	(12		)	(47		)	—		(47		)
Balance at June 30, 2013	$	—		$	—		$	514		$	144		$	658		$	1,335	$	1,993
Accumulated impairment charges at June 30, 2013 and December 31, 2012	$	(26,399	)	$	(3,072	)	$	(426	)	$	—		$	(29,897	)	$	—	$	(29,897	)

________

(a) Refer to Note 3 for additional information concerning the acquisition of certain Ally Financial international operations.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

In the three months ended June 30 and March 31, 2013 and 2012 we performed event-driven goodwill impairment tests for our GM Korea Company (GM Korea) reporting unit as the fair value of GM Korea continues to be below its carrying amount due to ongoing economic weakness in certain markets to which GM Korea exports as well as higher raw material costs and unfavorable foreign currency exchange rates. The event-driven impairment tests resulted in a Goodwill impairment charge of $27 million within our GMIO segment in the three months ended March 31, 2012. Our GME reporting unit had a negative carrying amount and because of deterioration in the business outlook for GME that resulted in a reduction in the fair value of certain tax attributes and an increase in the fair value of estimated employee benefit obligations at March 31, 2012, we recorded a Goodwill impairment charge of $590 million, after which GME's Goodwill balance was $0.

When performing our goodwill impairment testing, the fair values of our reporting units were determined based on valuation techniques using the best available information, primarily discounted cash flow projections. We make significant assumptions and estimates, which utilized Level 3 measures, about the extent and timing of future cash flows, growth rates, market share and discount rates that represent unobservable inputs into our valuation methodologies. Our fair value estimates for event-driven impairment tests assume the achievement of the future financial results contemplated in our forecasted cash flows and there can be no assurance that we will realize that value.

Note 9.Intangible Assets, net

The following table summarizes the components of Intangible assets, net (dollars in millions):

	June 30, 2013						December 31, 2012
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Technology and intellectual property	$	8,428	$	6,932	$	1,496	$	7,775	$	6,320	$	1,455
Brands	4,455		494		3,961		4,464		431		4,033
Dealer network and customer relationships	1,355		366		989		1,375		327		1,048
Favorable contracts and other	379		323		56		384		286		98
Total amortizing intangible assets	14,617		8,115		6,502		13,998		7,364		6,634
Nonamortizing in process research and development	96				96		175				175
Total intangible assets	$	14,713	$	8,115	$	6,598	$	14,173	$	7,364	$	6,809

In December 2012 we entered into a product development agreement with Peugeot S.A. to collaborate on the development of certain vehicle platforms, components and modules. As a result of this agreement, in the three months ended March 31, 2013 we acquired the rights to certain intellectual property and technology for total consideration of $642 million. Consideration of $201 million was paid in cash in May 2013 with the remaining consideration to be paid in cash or in-kind exchanges by May 2018. The acquired rights were recorded at the present value of the total payments to be made as technology and intellectual property of $594 million.

The following table summarizes amortization expense related to intangible assets (dollars in millions):

	Three Months Ended				Six Months Ended
	June 30, 2013		June 30, 2012		June 30, 2013		June 30, 2012
Amortization expense related to intangible assets	$	394	$	392	$	778	$	790

The following table summarizes estimated amortization expense related to intangible assets in each of the next five years (dollars in millions):

	2014		2015		2016		2017		2018
Estimated amortization expense	$	625	$	323	$	323	$	320	$	318

Note 10.Variable Interest Entities

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Consolidated VIEs

Automotive

Variable interest entities (VIEs) that we do not control through a majority voting interest that are consolidated because we are the primary beneficiary include certain vehicle assembling, manufacturing and selling venture arrangements, the most significant of which is GM Egypt. At June 30, 2013 and December 31, 2012: (1) Total assets of these VIEs were $538 million and $436 million, which were composed of Cash and cash equivalents, Accounts and notes receivable, net, Inventories and Property, net; and (2) Total liabilities were $367 million and $254 million, which were composed of Accounts payable (principally trade) and Accrued liabilities. In the three months ended June 30, 2013 and 2012 Total net sales and revenue recorded by these VIEs were $250 million and $226 million and Net income was $17 million and $10 million. In the six months ended June 30, 2013 and 2012

Total net sales and revenue recorded by these VIEs were $496 million and $462 million and Net income was $37 million and $7 million. These amounts are stated prior to intercompany eliminations. Liabilities recognized as a result of consolidating VIEs generally do not represent claims against us or our other subsidiaries and assets recognized generally are for the benefit of the VIEs' operations and cannot be used to satisfy our obligations.

GM Korea and HKJV are non-wholly owned consolidated subsidiaries that we control through a majority voting interest. They are also VIEs because in the future they may require additional subordinated financial support. The combined creditors of GM Korea's and HKJV's short-term debt of $244 million and $228 million, current derivative liabilities of $0 and $18 million and long-term debt of $23 million and $122 million at June 30, 2013 and December 31, 2012 do not have recourse to our general credit.

Automotive Financing - GM Financial

GM Financial uses special purpose entities (SPEs) that are considered VIEs to issue variable funding notes to third party bank-sponsored warehouse facilities and that issue asset-backed securities to investors in securitization transactions. The debt issued by these VIEs is backed by the cash flows related to finance receivables and leasing related assets transferred by GM Financial to the VIEs (Securitized Assets). GM Financial holds variable interests in the VIEs that could potentially be significant to the VIEs. GM Financial determined that they are the primary beneficiary of the SPEs because (1) the servicing responsibilities for the Securitized Assets give them the power to direct the activities that most significantly impact the performance of the VIEs and (2) the variable interests in the VIEs give them the obligation to absorb losses and the right to receive residual returns that could potentially be significant. The assets and liabilities of the VIEs are included in GM Financial's condensed consolidated balance sheets. The amounts are stated prior to intercompany eliminations.

The following table summarizes the assets and liabilities related to GM Financial's consolidated VIEs (dollars in millions):

	June 30, 2013		December 31, 2012
Restricted cash	$	1,397	$	744
Securitized assets	$	20,227	$	10,442
Securitization notes payable and other credit facilities	$	17,071	$	9,378

Restricted cash represents collections from the underlying securitized assets and certain reserve accounts held as credit enhancement for securitizations held by GM Financial for the benefit of the noteholders. Except for the acquisition accounting adjustments, GM Financial recognizes finance charge income, leased vehicle income and other income on the Securitized Assets and interest expense on the secured debt issued by the SPEs. GM Financial also maintains an allowance for credit losses on the Securitized Assets. Cash pledged to support the secured borrowings is deposited to a restricted cash account and recorded as restricted cash, which is invested in highly liquid securities with original maturities of 90 days or less.

The assets of the VIEs and the restricted cash held by GM Financial serve as the sole source of repayment for the asset-backed securities issued by these entities. Investors in the notes issued by the VIEs do not have recourse to GM Financial or their 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 our condensed consolidated financial statements, these subsidiaries are separate legal entities and their assets are legally owned by them and are not available to GM Financial's creditors.

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —— (Continued)

Nonconsolidated VIEs

Automotive

VIEs that are not consolidated include certain vehicle assembling, manufacturing and selling venture arrangements and other automotive related entities to which we provided financial support including HKJV prior to September 2012 and Ally Financial.We concluded these entities are VIEs because they do not have sufficient equity at risk or may require additional subordinated financial support. We currently lack the power through voting or similar rights to direct those activities of these entities that most significantly affect their economic performance. Our variable interests in these nonconsolidated VIEs include accounts and notes receivable, equity in net assets, guarantees and financial support, some of which were provided to certain current or previously divested suppliers in order to ensure that supply needs for production were not disrupted due to a supplier's liquidity concerns or possible shutdowns.