10-K 1 gm201610k.htm 10-K Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
Form 10-K
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
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
gmmainlogoa03.jpg
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)
Registrant’s telephone number, including area code
(313) 556-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock
New York Stock Exchange/Toronto Stock Exchange
Warrants (expiring July 10, 2019)
New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  þ  No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ¨  No  þ
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  þ  No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its company Web site, if any, every Interactive Data File required to be submitted and 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  þ  No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
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 “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  þ  Accelerated filer  ¨  Non-accelerated filer  ¨  Smaller reporting company  ¨
Do not check if a smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨ No  þ
The aggregate market value of the voting stock held by non-affiliates of the registrant (assuming only for purposes of this computation that directors and executive officers may be affiliates) was approximately $44.1 billion as of June 30, 2016.
As of January 31, 2017 the number of shares outstanding of common stock was 1,497,964,557 shares.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement related to the Annual Stockholders Meeting to be filed subsequently are incorporated by reference into Part III of this Form 10-K.



INDEX
 
 
 
Page
PART I
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
Selected Financial Data
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
 
Consolidated Income Statements
 
Consolidated Statements of Comprehensive Income
 
Consolidated Balance Sheets
 
Consolidated Statements of Cash Flows
 
Consolidated Statements of Equity
 
Notes to Consolidated Financial Statements
 
Note 1.
Nature of Operations and Basis of Presentation
 
Note 2.
Significant Accounting Policies
 
Note 3.
Marketable Securities
 
Note 4.
GM Financial Receivables
 
Note 5.
Inventories
 
Note 6.
Equipment on Operating Leases
 
Note 7.
Equity in Net Assets of Nonconsolidated Affiliates
 
Note 8.
Property
 
Note 9.
Acquisition of Business
 
Note 10.
Goodwill and Intangible Assets
 
Note 11.
Variable Interest Entities
 
Note 12.
Accrued and Other Liabilities
 
Note 13.
Automotive and GM Financial Debt
 
Note 14.
Pensions and Other Postretirement Benefits
 
Note 15.
Commitments and Contingencies
 
Note 16.
Income Taxes
 
Note 17.
Restructuring and Other Initiatives
 
Note 18.
Interest Income and Other Non-Operating Income
 
Note 19.
Stockholders’ Equity and Noncontrolling Interests
 
Note 20.
Earnings Per Share
 
Note 21.
Stock Incentive Plans
 
Note 22.
Supplementary Quarterly Financial Information (Unaudited)
 
Note 23.
Segment Reporting
 
Note 24.
Supplemental Information for the Consolidated Statements of Cash Flows
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



 
 
 
Page
Item 9A.
Controls and Procedures
Item 9B.
Other Information
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions and Director Independence
Item 14.
Principal Accountant Fees and Services
PART IV
Item 15.
Exhibits
Signatures
 





GENERAL MOTORS COMPANY AND SUBSIDIARIES

PART I

Item 1. Business
General Motors Company (sometimes referred to as we, our, us, ourselves, the Company, General Motors, or GM) 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 General Motors Financial Company, Inc. (GM Financial). Except for per share amounts or as otherwise specified, amounts presented within tables are stated in millions.

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

GM primarily meets the demands of customers in North America with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands. GM primarily meets the demands of customers outside North America with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet, GMC, Holden, Opel and Vauxhall brands. We also have equity ownership stakes in regional joint ventures (JVs), which meet the demands of customers in Asia with vehicles developed, manufactured and/or marketed under the Baojun, Buick, Cadillac, Chevrolet, Jiefang and Wuling brands.

In addition to the vehicles we sell through our dealer network to retail customers, we also sell vehicles directly or through our dealer network to fleet customers, including daily rental car companies, commercial fleet customers, leasing companies and governments. Our customers can obtain a wide range of aftersale vehicle services and products through our dealer network, such as maintenance, light repairs, collision repairs, vehicle accessories and extended service warranties.

Competitive Position and Vehicle Sales The principal factors that determine consumer vehicle preferences in the markets in which we operate include overall vehicle design, price, quality, available options, safety, reliability, fuel economy and functionality. Market leadership in individual countries in which we compete varies widely. We present both wholesale and retail vehicle sales data to assist in the analysis of our revenue and our market share.

Wholesale vehicle sales data, which represents sales directly to dealers and others, including sales to fleet customers, is the measure that correlates to our revenue from the sale of vehicles, which is the largest component of Automotive net sales and revenue. Wholesale vehicle sales exclude vehicles sold by joint ventures. In the year ended December 31, 2016, 46.3% of our wholesale vehicle sales volume was generated outside the U.S. The following table summarizes total wholesale vehicle sales of new vehicles by automotive segment (vehicles in thousands):
 
Years ended December 31,
 
2016
 
2015
 
2014
GMNA
3,958

 
63.4
%
 
3,558

 
60.5
%
 
3,320

 
55.0
%
GME
1,162

 
18.6
%
 
1,127

 
19.2
%
 
1,172

 
19.4
%
GMIO
559

 
8.9
%
 
588

 
10.0
%
 
655

 
10.9
%
GMSA
568

 
9.1
%
 
603

 
10.3
%
 
886

 
14.7
%
Worldwide
6,247

 
100.0
%
 
5,876

 
100.0
%
 
6,033

 
100.0
%

Retail vehicle sales data, which represents sales to end customers based upon the good faith estimates of management, including sales to fleet customers, does not correlate directly to the revenue we recognize during the period. However retail vehicle sales data is indicative of the underlying demand for our vehicles. Market share information is based primarily on retail vehicle sales volume. In countries where retail vehicle sales data is not readily available other data sources, such as wholesale or forecast volumes, are used to estimate retail vehicle sales to end customers.

Retail vehicle sales data includes all sales by joint ventures on a total vehicle basis, not based on the percentage of ownership in the joint venture. Certain joint venture agreements in China allow for the contractual right to report vehicle sales of non-GM trademarked vehicles by those joint ventures. Retail vehicle sales data includes vehicles used by dealers under courtesy transportation programs and vehicles sold through the dealer registration channel primarily in Europe. This sales channel consists primarily of dealer demonstrator, loaner and self-registered vehicles which are not eligible to be sold as new vehicles after being registered by dealers. Certain fleet sales that are accounted for as operating leases are included in retail vehicle sales at the time of delivery to daily rental car companies. The following table summarizes total industry retail sales, or estimated sales where retail sales volume is not available, of vehicles and our related competitive position by geographic region (vehicles in thousands):

1



GENERAL MOTORS COMPANY AND SUBSIDIARIES

 
Years Ended December 31,
 
2016
 
2015
 
2014
 
Industry
 
GM
 
Market Share
 
Industry
 
GM
 
Market Share
 
Industry
 
GM
 
Market Share
North America
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
United States
17,882

 
3,043

 
17.0
%
 
17,854

 
3,082

 
17.3
%
 
16,859

 
2,935

 
17.4
%
Other
3,989

 
587

 
14.7
%
 
3,650

 
531

 
14.5
%
 
3,375

 
478

 
14.2
%
Total North America
21,871

 
3,630

 
16.6
%
 
21,504

 
3,613

 
16.8
%
 
20,234

 
3,413

 
16.9
%
Europe
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
United Kingdom
3,121

 
289

 
9.3
%
 
3,063

 
312

 
10.2
%
 
2,845

 
305

 
10.7
%
Germany
3,709

 
260

 
7.0
%
 
3,540

 
244

 
6.9
%
 
3,357

 
237

 
7.1
%
Other
13,379

 
658

 
4.9
%
 
12,704

 
620

 
4.9
%
 
12,503

 
719

 
5.7
%
Total Europe(a)
20,209

 
1,207

 
6.0
%
 
19,307

 
1,176

 
6.1
%
 
18,705

 
1,261

 
6.7
%
Asia/Pacific, Middle East and Africa
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
China(b)
28,270

 
3,914

 
13.8
%
 
25,050

 
3,730

 
14.9
%
 
24,035

 
3,540

 
14.7
%
Other
18,905

 
673

 
3.6
%
 
19,527

 
795

 
4.1
%
 
19,722

 
840

 
4.3
%
Total Asia/Pacific, Middle East and Africa
47,175

 
4,587

 
9.7
%
 
44,577

 
4,525

 
10.2
%
 
43,757

 
4,380

 
10.0
%
South America
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Brazil
2,048

 
346

 
16.9
%
 
2,568

 
388

 
15.1
%
 
3,498

 
579

 
16.6
%
Other
1,623

 
238

 
14.6
%
 
1,616

 
257

 
15.9
%
 
1,815

 
299

 
16.5
%
Total South America
3,671

 
584

 
15.9
%
 
4,184

 
645

 
15.4
%
 
5,313

 
878

 
16.5
%
Total Worldwide(c)
92,926

 
10,008

 
10.8
%
 
89,572

 
9,959

 
11.1
%
 
88,009

 
9,932

 
11.3
%
United States
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cars
6,895

 
890

 
12.9
%
 
7,483

 
931

 
12.4
%
 
7,617

 
1,085

 
14.2
%
Trucks
5,464

 
1,325

 
24.2
%
 
5,181

 
1,274

 
24.6
%
 
4,754

 
1,113

 
23.4
%
Crossovers
5,523

 
828

 
15.0
%
 
5,190

 
877

 
16.9
%
 
4,488

 
737

 
16.4
%
Total United States
17,882

 
3,043

 
17.0
%
 
17,854

 
3,082

 
17.3
%
 
16,859

 
2,935

 
17.4
%
China(b)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SGMS
 
 
1,806

 
 
 
 
 
1,711

 
 
 
 
 
1,710

 
 
SGMW and FAW-GM
 
 
2,108

 
 
 
 
 
2,019

 
 
 
 
 
1,830

 
 
Total China
28,270

 
3,914

 
13.8
%
 
25,050

 
3,730

 
14.9
%
 
24,035

 
3,540

 
14.7
%
__________
(a)
Our Europe sales include Opel and Vauxhall sales of 1,159, 1,113 and 1,078, and market share of 5.7%, 5.8% and 5.8% in the years ending December 31, 2016, 2015 and 2014.
(b)
Our China sales include the Automotive China JVs SAIC General Motors Sales Co., Ltd. (SGMS), SAIC GM Wuling Automobile Co., Ltd. (SGMW) and FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM). Wholesale volumes were used for Industry, GM and Market Share. Our retail sales in China were 3,871, 3,613 and 3,435 in the years ended December 31, 2016, 2015 and 2014. In 2017, we will begin using vehicle registrations data as the basis for calculating industry volume and market share in China on a prospective basis.
(c)
We do not currently export vehicles to Cuba, Iran, North Korea, Sudan or Syria. Accordingly these countries are excluded from industry sales data and corresponding calculation of market share.

In the year ended December 31, 2016 we estimate we had the largest market share in North America and South America, the number three market share in the Asia/Pacific, Middle East and Africa region, which included the number two market share in China, and the number eight market share in Europe. In the year ended December 31, 2016 the Asia/Pacific, Middle East and Africa region was our largest region by retail vehicle sales volume and represented 45.8% of our global retail vehicle sales. Refer to the Overview in Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) for discussion on changes in market share by region.


2



GENERAL MOTORS COMPANY AND SUBSIDIARIES

The sales and market share data provided in the table above includes both fleet vehicle sales and sales to retail customers. Certain fleet transactions, particularly sales to daily rental car companies, are generally less profitable than sales to retail customers. A significant portion of the sales to daily rental car companies are recorded as operating leases under U.S. GAAP with no recognition of revenue at the date of initial delivery due to guaranteed repurchase obligations. The following table summarizes estimated fleet sales and those sales as a percentage of total retail vehicle sales (vehicles in thousands):
 
Years Ended December 31,
 
2016
 
2015
 
2014
GMNA
707

 
795

 
814

GME
551

 
544

 
505

GMIO
369

 
345

 
414

GMSA
157

 
121

 
176

Total fleet sales
1,784

 
1,805

 
1,909

 
 
 
 
 
 
Fleet sales as a percentage of total retail vehicle sales
17.8
%
 
18.1
%
 
19.2
%

The following table summarizes U.S. fleet sales (vehicles in thousands):
 
Years Ended December 31,
 
2016
 
2015
 
2014
Daily rental sales
327

 
400

 
449

Other fleet sales
269

 
278

 
255

Total fleet sales
596

 
678

 
704

Fleet sales as a percentage of total U.S. retail vehicle sales
 
 
 
 
 
Cars
24.9
%
 
29.3
%
 
29.5
%
Trucks
19.2
%
 
19.7
%
 
21.8
%
Crossovers
14.6
%
 
17.5
%
 
19.1
%
Total vehicles
19.6
%
 
22.0
%
 
24.0
%

Product Pricing Several methods are used to promote our products, including the use of dealer, retail and fleet incentives such as customer rebates and finance rate support. The level of incentives is dependent in large part upon the level of competition in the markets in which we operate and the level of demand for our products. In 2017 we plan to continue to price vehicles competitively, including offering incentives as required. We believe this strategy, coupled with sound inventory management, will continue to strengthen our brands.

Cyclical Nature of Business Retail sales are cyclical and production varies from month to month. Vehicle model changeovers occur throughout the year as a result of new market entries. The market for vehicles depends on general economic conditions, credit availability and consumer spending.

Relationship with Dealers We market vehicles worldwide primarily through a network of independent authorized retail dealers. These outlets include distributors, dealers and authorized sales, service and parts outlets.

The following table summarizes the number of authorized dealerships:
 
December 31, 2016
 
December 31, 2015
 
December 31, 2014
GMNA
4,857

 
4,886

 
4,908

GME
6,104

 
6,330

 
6,633

GMIO
7,232

 
7,755

 
7,699

GMSA
1,259

 
1,281

 
1,272

Total worldwide
19,452

 
20,252

 
20,512


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

3



GENERAL MOTORS COMPANY AND SUBSIDIARIES

location. Our dealers often offer more than one GM brand at a single dealership in a number of our markets in order to enhance dealer profitability. Authorized dealers offer parts, accessories, service and repairs for GM vehicles in the product lines that they sell using GM parts and accessories. Our dealers are authorized to service GM vehicles under our limited warranty program and those repairs are made only with GM parts. Our dealers generally provide their customers with access to credit or lease financing, vehicle insurance and extended service contracts provided by GM Financial and other financial institutions.

The quality of GM dealerships and our relationship with our dealers and distributors are critical to our success as dealers maintain the primary sales and service interface with the end consumer of our products. In addition to the terms of our contracts with our dealers we are regulated by various country and state franchise laws that may supersede those contractual terms and impose specific regulatory requirements and standards for initiating dealer network changes, pursuing terminations for cause and other contractual matters.

Research, Product and Business Development and Intellectual Property Costs for research, manufacturing engineering, product engineering and design and development activities relate primarily to developing new products or services or improving existing products or services including activities related to vehicle emissions control, improved fuel economy, the safety of drivers and passengers, urban mobility and autonomous vehicles. In the years ended December 31, 2016, 2015 and 2014 research and development expenses were $8.1 billion, $7.5 billion and $7.4 billion.

Product Development The Product Development organization is responsible for designing and integrating vehicle and powertrain components to maximize part sharing across multiple vehicle segments. Global teams in Design, Program Management, Component & Subsystem Engineering, Product Integrity, Safety, Propulsion and Purchasing & Supply Chain collaborate to meet customer requirements and maximize global economies of scale.

Our global vehicle architecture development has been consolidated and headquartered at our Global Technical Center in Warren, Michigan, to further the standardization of our overall vehicle development process. Cross-segment part sharing is an essential enabler to our Vehicle Set Strategy, designed to reduce our overall number of global vehicle architectures to four major vehicle sets. As we implement the four vehicle sets, we will continue to leverage our current architecture portfolio to accommodate our customers around the world while achieving our financial goals.

Hybrid, Plug-In, Extended Range and Battery Electric Vehicles We are investing in multiple technologies offering increasing levels of vehicle electrification including eAssist, plug-in hybrid, full hybrid, extended range and battery electric vehicles. We currently offer six models in the U.S. featuring some form of electrification and continue to develop plug-in hybrid electric vehicle technology and extended range electric vehicles such as the Chevrolet Volt. In 2016 we began production and sales of the Chevrolet Bolt EV, which provides an EPA-rated 238 miles of range on a full charge.

Car- and Ride-Sharing In 2016, we executed several steps in our strategy to redefine personal mobility. In January 2016 we announced a new car-sharing service called Maven, which combines our multiple car-sharing programs under a single brand. Maven gives customers access to highly personalized, on-demand mobility services. During 2016 we expanded our Maven offerings to 16 cities across the U.S. In January 2016 we also purchased a 9% equity ownership interest in Lyft, Inc. (Lyft), a privately held company, for $0.5 billion. In March 2016 we announced a new program called Express Drive, which leverages our Lyft relationship to expand our ride-sharing offerings. Under the Express Drive program, Lyft drivers in multiple cities across the U.S. can rent General Motors vehicles on a weekly basis. We are also considering additional options to expand our ride-sharing offerings. In November 2016 we announced that we are partnering with Uber Technologies Inc. (Uber) to pilot a program under which Uber drivers can rent General Motors vehicles on a weekly basis. Additionally, we plan to develop an integrated network of on-demand autonomous vehicles in the U.S.

Autonomous Technology We see autonomous technology leading to significant advances in convenience, mobility and safety, since more than 90% of crashes are caused by driver error. We have millions of miles of real-world experience with embedded connectivity through OnStar, LLC (OnStar) and advanced safety features that are the building blocks to more advanced automation features that we believe will eventually lead to fully autonomous vehicles. An example of advanced automation is Super Cruise, a hands-free driving customer convenience feature that will debut in 2017 on the Cadillac CT6 sedan.

In May 2016 we acquired all of the outstanding capital stock of Cruise Automation Inc. (Cruise), an autonomous vehicle technology company, to further accelerate our development of autonomous vehicles. We are also actively testing autonomous vehicles on public roads in San Francisco, California, Scottsdale, Arizona and Warren, Michigan.


4



GENERAL MOTORS COMPANY AND SUBSIDIARIES

Alternative Fuel Vehicles We believe alternative fuels offer significant potential to reduce petroleum consumption in the transportation sector. By leveraging experience and capability developed around these technologies in our global operations we continue to develop FlexFuel vehicles that can run on gasoline-ethanol blend fuels as well as vehicles that run on compressed natural gas (CNG) and liquefied petroleum gas (LPG).

We currently offer 11 FlexFuel vehicles in the U.S. for the 2017 model year to retail customers plus an additional seven models to fleet and commercial customers capable of operating on gasoline, E85 ethanol or any combination of the two. In Brazil a substantial majority of vehicles sold were FlexFuel vehicles capable of running on 100% ethanol blends. We also market FlexFuel vehicles in other global markets where biofuels have emerged in the marketplace. In addition, we are studying ethanol-based fuels as well as other high-octane fuel blends and the role they can play in maximizing efficiencies of future internal combustion engine technology development to meet the escalating fuel economy and greenhouse gas emission regulations in the U.S. and other markets.

We produce CNG bi-fuel capable vehicles in Europe such as the Opel Zafira Tourer and the Opel Combo van. In the U.S. we are developing a program to offer a wide selection of truck and van options through a specialty vehicle manufacturing program, operating on CNG or LPG, which are suitable for fleet and commercial applications and retail customers alike. Availability is scheduled to begin in 2017. Globally, we offer CNG and LPG capable vehicles in select markets reflecting the infrastructure, regulatory focus and natural resource availability of the markets in which they are sold. We support the development of biodiesel blend fuels, which are alternative diesel fuels produced from renewable sources.

Hydrogen Fuel Cell Technology As part of our long-term strategy to reduce petroleum consumption and greenhouse gas emissions we are committed to development of our hydrogen fuel cell technology. Our Chevrolet Equinox fuel cell electric vehicle demonstration programs, such as Project Driveway, have accumulated more than 3 million miles of real-world driving by consumers, celebrities, business partners and government agencies. These programs are helping us identify consumer and infrastructure needs to understand the business case for potential production of vehicles with this technology. We are exploring non-traditional automotive uses for fuel cells in several areas, including demonstrations with the U.S. Army and U.S. Navy.

We signed a co-development agreement with Honda Motor Company in October 2016 for a next-generation fuel cell system and hydrogen storage technologies, aiming for the 2020 timeframe for commercialization. The collaboration expects to succeed by sharing expertise, economies of scale and common sourcing strategies and builds upon GM's and Honda Motor Company's strengths as leaders in hydrogen fuel cell technology.

Fuel Efficiency We are committed to improving fuel efficiency and meeting regulatory standards through a combination of strategies including: (1) extensive technology improvements to conventional powertrains; (2) increased use of smaller displacement engines and improved and advanced automatic transmissions; and (3) vehicle improvements including increased use of lighter, front-wheel drive architectures.

OnStar OnStar is a wholly-owned subsidiary of GM serving more than 7.2 million subscribers in the U.S., Canada, Mexico, China (through a joint venture), South America and Europe. OnStar is a provider of connected safety, security and mobility solutions and advanced information technology and is available on the majority of our 2017 model year vehicles. OnStar's key services include automatic crash response, stolen vehicle assistance, remote door unlock, turn-by-turn navigation, vehicle diagnostics, hands-free calling and 4G LTE wireless connectivity.

Intellectual Property We generate and hold a significant number of patents in a number of countries in connection with the operation of our business. While none of these patents are individually material to our business as a whole, these patents are important to our operations and continued technological development. We hold a number of trademarks and service marks that are very important to our identity and recognition in the marketplace.

Raw Materials, Services and Supplies We purchase a wide variety of raw materials, parts, supplies, energy, freight, transportation and other services from numerous suppliers to manufacture our products. The raw materials primarily include steel, aluminum, resins, copper, lead and platinum group metals. We have not experienced any significant shortages of raw materials and normally do not carry substantial inventories of such raw materials in excess of levels reasonably required to meet our production requirements.

In some instances, we purchase systems, components, parts and supplies from a single source and may be at an increased risk for supply disruptions. The inability or unwillingness of these sources to supply us with parts and supplies could have a material adverse effect on our production capacity. Refer to Item 1A. Risk Factors for further discussion of these risks. Combined purchases

5



GENERAL MOTORS COMPANY AND SUBSIDIARIES

from our two largest suppliers have ranged from approximately 11% to 12% of our total purchases in the years ended December 31, 2016, 2015 and 2014.

Environmental and Regulatory Matters

Automotive Emissions Control We are subject to laws and regulations that require us to control automotive emissions, including vehicle exhaust emission standards, vehicle evaporative emission standards and onboard diagnostic (OBD) system requirements. Advanced OBD systems are used to identify and diagnose problems with emission control systems. Problems detected by the OBD system and in-use compliance monitoring may increase warranty costs and the likelihood of recall. Emission and OBD requirements become more stringent each year as vehicles must meet lower emission standards and new diagnostics are required throughout the world with very little harmonization of global regulations. Zero emission vehicle (ZEV) requirements have been adopted by some U.S. states as well as the Canadian Province of Quebec and there is the possibility that additional jurisdictions could adopt ZEV requirements in the future. While we believe all our products are designed and manufactured in material compliance with substantially all vehicle emissions requirements, regulatory authorities may conduct ongoing evaluations of the emissions compliance of products from all manufacturers. This includes vehicle emissions testing, including CO2 and nitrogen oxide emissions testing, and review of emission control strategies.

The U.S. federal government imposes stringent emission control requirements on vehicles sold in the U.S. and various state governments impose additional requirements. Canada’s federal government vehicle emission requirements are generally aligned with the U.S. federal requirements. Each model year we must obtain certification for each test group that our vehicles will meet emission requirements from the U.S. Environmental Protection Agency (EPA) before we can sell vehicles in the U.S. and Canada and from the California Air Resources Board (CARB) before we can sell vehicles in California and other states that have adopted the California emissions requirements.

CARB's latest emission requirements include more stringent exhaust emission and evaporative emission standards including an increase in ZEVs which must be offered for sale in California. CARB has adopted 2018 model year and later requirements for increasing volumes of ZEVs to achieve greenhouse gas as well as criteria pollutant emission reductions to help achieve the state's long-term greenhouse gas reduction goals. The EPA has adopted similar exhaust emission and evaporative emission standards which phase in with the 2017 model year, but do not include ZEV requirements. These new requirements will also increase the time and mileage periods over which manufacturers are responsible for a vehicle's emission performance.

The Clean Air Act permits states that have areas with air quality compliance issues to adopt the California car and light-duty truck emission standards in lieu of the federal requirements. Thirteen states currently have these standards in effect and 10 of these 13 states have adopted the ZEV requirements.

Emissions in the European Union are regulated by the European Commission (EC) and by governmental authorities in each European Union Member State (EU Member States). The EC imposes emission control requirements on vehicles sold in all 28 EU Member States. We must demonstrate that vehicles will meet emission requirements from an approval authority in one EU Member State before we can sell vehicles in any EU Member State. The regulatory requirements include random testing of newly assembled vehicles and a manufacturer in-use surveillance program. The European Union requirements are equivalent in terms of stringency and implementation to the framework of the United Nations Economic Commission for Europe.

The existing level of European Union exhaust emission standards for cars and light-duty trucks, Euro 6, was effective in 2014 for new vehicle approvals and 2015 for new vehicle registrations. Future emission standards focus particularly on further reducing emissions from diesel vehicles by introducing new testing criteria based on “real world driving” emissions (RDE). RDE tests will become effective in 2017. The new requirements will require additional technologies and further increase the cost of diesel engines, which currently cost more than gasoline engines to manufacture. To comply with RDE tests we believe it will be necessary to implement technologies which will introduce additional cost pressures on the already challenging European Union market for small and mid-size diesel vehicles. Declines in diesel penetration may make fleet CO2 compliance more challenging. Gasoline engines are also affected by the new requirements. The potential implementation of technology into gasoline vehicles to reduce exhaust pollutant emissions may further increase the cost of gasoline engines and could have adverse effects on vehicle fuel economy.

In addition, increased scrutiny of compliance with emissions standards may result in changes to these standards, including the implementation of RDE tests, as well as stricter interpretations or redefinition of these standards and more rigorous enforcement. This may lead to increased costs, penalties, lack of certainty with respect to product portfolio planning, negative publicity or reputation impact for us. Refer to Item 1A. Risk Factors for further discussion of these risks.

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In the long-term, we expect that the EC will continue devising regulatory requirements on the emission test cycle, RDE, low temperature testing, fuel evaporation and OBD.

China has implemented European type China 4 standards nationally with European OBD requirements for new vehicle registrations. Cities such as Beijing, Shanghai and Guangzhou each currently require China 5 standards for new vehicle registrations. China implemented the China 5 standards for light duty gasoline nationwide at the beginning of 2017. The China 5 standards include more stringent emission requirements and increase the time and mileage periods over which manufacturers are responsible for a vehicle's emission performance. China officially released a unique China 6 emission standard with the potential to combine elements of both European and U.S. standards. Local implementation is expected as early as 2018. Nationwide implementation for new registrations is expected in July 2020 for the base China 6a standard and July 2023 for the more stringent China 6b standard.

In South America certain countries follow the U.S. test procedures, standards and OBD requirements and others follow the European Union test procedures, standards and OBD requirements with different levels of stringency. Brazil implemented national L6 standards for light diesel vehicles in 2012 and OBD installation for light diesel vehicles in 2015. L6 standards for light gasoline vehicles were implemented in 2015 for all models.

Automotive Fuel Economy In the U.S., Corporate Average Fuel Economy (CAFE) reporting is required for three separate fleets: domestically produced cars, imported cars and light-duty trucks. Both car and light-duty truck standards were established using targets for various vehicle sizes and vehicle model sales volumes. In 2017 our domestic car standard is estimated to be 38.1 mpg, our import car standard is estimated to be 41.7 mpg, and our light-duty truck standard is estimated to be 27.6 mpg. Our current product plan is expected to be compliant with the federal CAFE program through the 2017 model year. In addition to federal CAFE reporting, the EPA requires compliance with greenhouse gas requirements that are similar to the CAFE program. Our current product plan is expected to be compliant with the federal greenhouse gas program through the 2017 model year. CARB has agreed that compliance with the federal program is deemed to be compliant with the California program for the 2012 through 2017 model years. Although Canada has no parallel CAFE-style fuel economy regulations there are Canadian greenhouse gas regulations that are aligned with the U.S. EPA regulations and Canadian fleets are expected to be compliant with these regulations through the 2017 model year. We regularly evaluate our current and future product plans and strategies for compliance with fuel economy and greenhouse gas regulations.

Unlike other jurisdictions, the European Union's climate change policy framework focuses on fleet average CO2 emissions rather than fuel economy. The European Union has implemented legislation regulating fleet average CO2 emissions in Europe and has adopted an even more stringent fleet average CO2 target for 2020. Requirements must be met through the introduction of CO2 reducing technologies on conventional gasoline and diesel engines or through ultra-low CO2 vehicles. We are developing a compliance plan by adopting operational CO2 targets for each market entry in Europe. The EC will also devise regulatory requirements on the CO2 emission test cycle as of 2017.

China has both an individual vehicle pass-fail type approval requirement based on Phase 3 standards and a fleet fuel consumption requirement based on Phase 4 standards effective in 2016. The China Phase 4 fleet fuel consumption standard is based on curb weight with full compliance to 5.0 L/100 km required by 2020. China has continued subsidies for plug-in hybrid, battery electric and fuel cell vehicles. China proposes a Phase 5 fleet fuel consumption standard effective beginning in 2021 with full compliance to 4.0L/100km required by 2025.

In Brazil the government has set fuel economy requirements called Inovar Auto. Original equipment manufacturers have mandatory fleet average compliance required by October 2017 resulting in a reduction from 2012 levels. The Brazilian government provides indirect tax incentives to eligible participant companies that meet certain requirements including these fuel economy targets. The level of potential indirect tax incentives varies based on the timing and degree to which the targets are met. Participating companies that fail to meet the required criteria are subject to clawback provisions and specific fines.

Industrial Environmental Control Our operations are subject to a wide range of environmental protection laws including those regulating air emissions, water discharge, waste management and environmental cleanup. Certain environmental statutes require that responsible parties fund remediation actions regardless of fault, legality of original disposal or ownership of a disposal site. Under certain circumstances these laws impose joint and several liability as well as liability for related damages to natural resources.

To mitigate the effects our worldwide operations have on the environment and reduce greenhouse gas emissions associated with waste disposal, we are committed to converting as many of our worldwide operations as possible to landfill-free operations. At December 31, 2016, 100 (or approximately 60%) of our manufacturing operations were landfill-free. Additionally we have 52

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non-manufacturing operations that are landfill-free. At our landfill-free manufacturing operations approximately 90% of waste materials are reused or recycled and approximately 10% are converted to energy at waste-to-energy facilities. Including construction, demolition and remediation wastes, we estimate that we reused, recycled or composted over 2.5 million metric tons of waste materials at our global manufacturing operations, converted over 137,000 metric tons of waste materials to energy at waste-to-energy facilities and avoided approximately 9 million metric tons of greenhouse gas emissions in the year ended December 31, 2016.

In addition to minimizing our impact on the environment our landfill-free program and total waste reduction commitments generate revenue from the sale of production by-products, reduce our use of material, reduce our carbon footprint and help to reduce the risks and financial liabilities associated with waste disposal.

We continue to search for ways to increase our use of renewable energy and improve our energy efficiency and work to drive growth and scale of renewables. We have committed to meeting the electricity needs of our operations worldwide with renewable energy by 2050. At December 31, 2016 we had implemented projects globally that had increased our total renewable energy capacity to over 167 megawatts. In 2016 we also met the EPA Energy Star Challenge for Industry (EPA Challenge) at 12 of our sites globally by reducing energy intensity an average of 18% at these sites. To meet the EPA Challenge industrial sites must reduce energy intensity by 10% in five years or fewer. Two of the sites achieved the goal for the first time, bringing the total number of GM-owned sites to have met the EPA Challenge to 75, with many sites achieving the goal multiple times. These efforts minimize our utility expenses and are part of our approach to addressing climate change through setting a greenhouse gas emissions reduction target, collecting accurate data, following our business plan and publicly reporting progress against our target.

Chemical Regulations We continually monitor the implementation of chemical regulations to maintain compliance and evaluate their effect on our business, suppliers and the automotive industry.

Governmental agencies in both the U.S. and Canada continue to introduce new regulations and legislation related to the selection and use of chemicals or substances of concern by mandating broad prohibitions, green chemistry, life cycle analysis and product stewardship initiatives. These initiatives give broad regulatory authority to ban or restrict the use of certain chemical substances and potentially affect automobile manufacturers' responsibilities for vehicle components at the end of a vehicle's life, as well as chemical selection for product development and manufacturing. Chemical restrictions in Canada are progressing rapidly as a result of Environment Canada’s Chemical Management Plan to assess existing substances and implement risk management controls on any chemical deemed toxic. In June 2016, the U.S. enacted the Chemical Safety for the 21st Century Act that grants the EPA more authority to regulate and ban chemicals from use in the U.S. and is expected to increase the level of regulation of chemicals in vehicles. These emerging regulations will potentially lead to increases in costs and supply chain complexity. We believe that we are materially in compliance with substantially all of these requirements or expect to be materially in compliance by the required date.

In 2007 the European Union implemented its regulatory requirements, the EU REACH regulation among others, to register, evaluate, authorize and restrict the use of chemical substances. This regulation requires chemical substances manufactured in or imported into the European Union to be registered with the European Chemicals Agency before 2018. Under this regulation, “substances of very high concern” may either require authorization for further use or may be restricted in the future. This could potentially increase the cost of certain alternative substances that are used to manufacture vehicles and parts, or result in a supply chain disruption when a substance is no longer available to meet production timelines. Our research and development initiatives may be used to address future requirements. We believe that we are materially in compliance with substantially all of these requirements or expect to be materially in compliance by the required date.

There are various regulations in China stipulating the requirements for chemical management. Among other things, these regulations catalogue and restrict the use and the import and export of various chemical substances. The failure of our joint venture partners or our suppliers to comply with these regulations could disrupt production in China or prevent our joint venture partners from selling the affected products in the China market.

Safety In the U.S. the National Traffic and Motor Vehicle Safety Act of 1966 prohibits the sale of any new vehicle or equipment in the U.S. that does not conform to applicable vehicle safety standards established by the National Highway Traffic Safety Administration (NHTSA). If we or NHTSA determine that either a vehicle or vehicle equipment does not comply with a safety standard or if a vehicle defect creates an unreasonable safety risk the manufacturer is required to notify owners and provide a remedy. We are required to report certain information relating to certain customer complaints, warranty claims, field reports and notices and claims involving property damage, injuries and fatalities in the U.S. and claims involving fatalities outside the U.S. We are also required to report certain information concerning safety recalls and other safety campaigns outside the U.S.

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Outside the U.S. safety standards and recall regulations often have the same purpose as the U.S. standards but may differ in their requirements and test procedures, adding complexity to regulatory compliance.

Automotive Financing - GM Financial GM Financial is our global captive automotive finance company and our global provider of automobile finance solutions. GM Financial conducts its business in North America, Europe, South America and through a joint venture in China.

GM Financial provides retail loan and lease lending across the credit spectrum. Additionally GM Financial offers commercial products to dealers that include new and used vehicle inventory financing, inventory insurance, working capital, capital improvement loans, and storage center financing.

In North America GM Financial's retail automobile finance programs include prime and sub-prime lending and full credit spectrum leasing. The sub-prime lending program is primarily offered to consumers with FICO scores less than 620 who have limited access to automobile financing through banks and credit unions and is expected to sustain a higher level of credit losses than prime lending. The leasing product is offered through our franchised dealers and primarily targets prime consumers leasing new vehicles. GM Financial has expanded its leasing, near prime and prime lending programs through our franchised dealers, and as a result, leasing and prime lending have become a larger percentage of originations and the retail portfolio balance.

Internationally GM Financial’s retail automobile finance programs focus on prime quality financing through loan and lease products.

Generally GM Financial seeks to fund its operations in each country through local sources to minimize currency and country risk. GM Financial primarily finances its loan, lease and commercial origination volume through the use of secured and unsecured credit facilities, through securitization transactions where such markets are developed and through the issuance of unsecured debt in public markets including accepting deposits from retail banking customers in Germany.

Employees At December 31, 2016 we employed 135,000 (60%) hourly employees and 90,000 (40%) salaried employees. At December 31, 2016 55,000 (53%) of our U.S. employees were represented by unions, a majority of which were represented by the International Union, United Automobile, Aerospace and Agriculture Implement Workers of America (UAW). The following table summarizes worldwide employment (in thousands):
 
December 31, 2016
 
December 31, 2015
 
December 31, 2014
GMNA
124

 
115

 
110

GME
38

 
36

 
37

GMIO
32

 
32

 
33

GMSA
22

 
24

 
29

GM Financial
9

 
8

 
7

Total Worldwide
225

 
215

 
216

 
 
 
 
 
 
U.S. - Salaried
50

 
45

 
40

U.S. - Hourly
55

 
52

 
51


Executive Officers of the Registrant As of February 7, 2017 the names and ages of our executive officers and their positions with GM are as follows:

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

Name (Age)
 
Present GM Position (Effective Date)
 
Positions Held During the Past Five Years (Effective Date)
Mary T. Barra (55)
 
Chairman & Chief Executive Officer (2016)
 
Chief Executive Officer and Member of the Board of Directors (2014) Executive Vice President, Global Product Development, Purchasing & Supply Chain (2013)
Senior Vice President, Global Product Development (2011)
Daniel Ammann (44)
 
President (2014)
 
Executive Vice President & Chief Financial Officer (2013)
Senior Vice President & Chief Financial Officer (2011)

Alan S. Batey (53)
 
Executive Vice President & President, North America (2014)
 
Senior Vice President, Global Chevrolet and Brand Chief and U.S. Sales and Marketing (2013)
GM Vice President, U.S. Sales and Service, and Interim GM Chief Marketing Officer (2012)
Vice President, U.S. Chevrolet Sales and Service (2010)
Alicia Boler-Davis (47)
 
Executive Vice President, Global Manufacturing (2016)
 
Senior Vice President, Global Connected Customer Experience (2014)
Vice President, Global Quality and U.S. Customer Experience (2012)
Carel Johannes de Nysschen (56)
 
Executive Vice President & President, Cadillac (2014)
 
Infiniti Motor Company, President (2012)
Audi of America, Inc., President (2004)
Barry L. Engle (53)
 
Executive Vice President & President, South America (2015)
 
Agility Fuel Systems, CEO (2011)
Stefan Jacoby (58)
 
Executive Vice President & President, GM International (2013)
 
Volvo Car Corporation - Global Chief Executive Officer and President (2010)
Craig B. Glidden (59)
 
Executive Vice President & General Counsel (2015)
 
LyondellBasell, Executive Vice President and Chief Legal Officer (2009)
Karl-Thomas Neumann (55)
 
Executive Vice President & President, Europe and Chairman of the Management Board of Opel Group GmbH (2013)
 
CEO, Opel Group GmbH & President, GM Europe (2013)
Volkswagen Group China - Chief Executive Officer and President (2010)
John J. Quattrone (64)
 
Senior Vice President, Global Human Resources (2014)
 
VP of Human Resources, Global Product Development & Global Purchasing & Supply Chain / Corporate Strategy, Business Development & Global Planning & Program organizations (2009)
Mark L. Reuss (53)
 
Executive Vice President, Global Product Development, Purchasing & Supply Chain (2014)
 
Executive Vice President & President, North America (2013)
GM Vice President & President, North America (2009)
Charles K. Stevens, III (57)
 
Executive Vice President & Chief Financial Officer (2014)
 
Chief Financial Officer, GM North America (2010)
Interim Chief Financial Officer, GM South America (2011)
Matthew Tsien (56)
 
Executive Vice President & President, GM China (2014)
 
GM Consolidated International Operations Vice President, Planning, Program Management, & Strategic Alliances China (2012)
Executive Vice President, SAIC GM Wuling (2009)
Thomas S. Timko (48)
 
Vice President, Controller & Chief Accounting Officer (2013)
 
Applied Materials Inc. - Corporate Vice President, Chief Accounting Officer, and Corporate Controller (2010)

There are no family relationships between any of the officers named above and there is no arrangement or understanding between any of the officers named above and any other person pursuant to which he or she was selected as an officer. Each of the officers named above was elected by the Board of Directors to hold office until the next annual election of officers and until his or her successor is elected and qualified or until his or her earlier resignation or removal. The Board of Directors elects the officers immediately following each annual meeting of the stockholders and may appoint other officers between annual meetings.

Segment Reporting Data Operating segment data and principal geographic area data for the years ended December 31, 2016, 2015 and 2014 are summarized in Note 23 to our consolidated financial statements.

Website Access to Our Reports Our internet website address is www.gm.com. In addition to the information about us and our subsidiaries contained in this 2016 Form 10-K information about us can be found on our website including information on our corporate governance principles and practices. Our Investor Relations website at www.gm.com/investors contains a significant amount of information about us, including financial and other information for investors. We encourage investors to visit our website,

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

as we frequently update and post new information about our company on our website and it is possible that this information could be deemed to be material information. Our website and information included in or linked to our website are not part of this 2016 Form 10-K.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act) are available free of charge through our website as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (SEC). The public may read and copy the materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally the SEC maintains an internet site that contains reports, proxy and information statements and other information. The address of the SEC's website is www.sec.gov.

*  *  *  *  *  *  *

Item 1A. Risk Factors

We face a number of significant risks and uncertainties in connection with our operations. Our business and the results of our operations could be materially adversely affected by the factors described below. The risks described below are not the only risks facing our operations. Risks and uncertainties not currently known to us or that we currently deem to be immaterial also could have a material adverse impact on our business and results of operations.

If we do not deliver new products, services and customer experiences in response to new participants in the automotive industry, our business could suffer. We believe that the automotive industry will experience significant and continued change in the coming years. In addition to our traditional competitors, we must also be responsive to the entrance of non-traditional participants in the automotive industry. These non-traditional participants may seek to disrupt the historic business model of the industry through the introduction of new technologies, new products or services, new business models or new methods of travel. It is strategically significant that we lead the technological disruption occurring in our industry. As our business evolves, the pressure to innovate will encompass a wider range of products and services, including products and services that may be outside of our historically core business, such as autonomous vehicles, car- and ride-sharing and transportation as a service. If we do not accurately predict, prepare for and respond to new kinds of technological innovations, market developments and changing customer needs, our sales, profitability and long-term competitiveness may be harmed.

Our ability to maintain profitability is dependent upon our ability to fund and introduce new and improved vehicle models that are able to attract a sufficient number of consumers. We operate in a very competitive industry with market participants routinely introducing new and improved vehicle models designed to meet rapidly evolving consumer expectations. Producing new and improved vehicle models competitively and preserving our reputation for designing, building and selling high quality cars and trucks is critical to our long-term profitability. We will launch a substantial number of new vehicles in 2017. Successful launches of our new vehicles are critical to our short-term profitability. In addition, our growth strategies require us to make significant investment in our brands to appeal to new markets.

Our long-term profitability depends upon successfully creating and funding technological innovations in design, engineering and manufacturing, which requires extensive capital investment and the ability to retain and recruit talent. In some cases the technologies that we plan to employ are not yet commercially practical and depend on significant future technological advances by us and by our suppliers. Although we will seek to obtain intellectual property protection for our innovations to protect our competitive position, it is possible we may not be able to protect some of these innovations. There can be no assurance that advances in technology will occur in a timely or feasible way, or that others will not acquire similar or superior technologies sooner than we do or that we will acquire technologies on an exclusive basis or at a significant price advantage.
It generally takes two years or more to design and develop a new vehicle, and a number of factors may lengthen that time period. Because of this product development cycle and the various elements that may contribute to consumers’ acceptance of new vehicle designs, including competitors’ product introductions, technological innovations, fuel prices, general economic conditions and changes in styling preferences, an initial product concept or design may not result in a vehicle that generates sales in sufficient quantities and at high enough prices to be profitable. Our high proportion of fixed costs, both due to our significant investment in property, plant and equipment as well as other requirements of our collective bargaining agreements, which limit our flexibility to adjust personnel costs to changes in demands for our products, may further exacerbate the risks associated with incorrectly assessing demand for our vehicles.

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Our profitability is dependent upon the success of full-size pick-up trucks and SUVs. While we offer a balanced and complete portfolio of small, mid-size and large cars, crossovers, sport utility vehicles (SUVs) and trucks, we generally recognize higher profit margins on our full-size pick-up trucks and SUVs. Our success is dependent upon consumer preferences and our ability to sell higher margin vehicles in sufficient volumes. Any shift in consumer preferences toward smaller, more fuel efficient vehicles, whether as a result of increases in the price of oil or any sustained shortage of oil, including as a result of global political instability or other reasons, could weaken the demand for our higher margin full-size pick-up trucks and SUVs.

Our business is highly dependent upon global automobile market sales volume, which can be volatile. Our business and financial results are highly sensitive to sales volume, changes to which can have a disproportionately large effect on our profitability. A number of economic and market conditions drive changes in vehicle sales, including real estate values, levels of unemployment, availability of affordable financing, fluctuations in the cost of fuel, consumer confidence, political unrest and global economic conditions. We cannot predict future economic and market conditions with certainty.

Our business in China is subject to aggressive competition. Maintaining a strong position in the Chinese market is a key component of our global growth strategy. The automotive market in China is highly competitive with competition from many of the largest global manufacturers and numerous smaller domestic manufacturers. As the size of the Chinese market continues to increase we anticipate that additional competitors, both international and domestic, will seek to enter the Chinese market and that existing market participants will act aggressively to increase their market share. Increased competition may result in price reductions, reduced margins and our inability to gain or hold market share.

The international scale and footprint of our operations exposes us to additional risks. We manufacture, sell and service products globally and rely upon a global supply chain to deliver the raw materials, components, systems and parts that we need to manufacture our products. Our global operations subject us to extensive domestic and foreign regulations and expose us to a variety of domestic and foreign political, economic and other risks, including: changes in foreign or domestic government leadership; changes in foreign or domestic laws or regulations impacting our overall business model or restricting our ability to manufacture, purchase or sell products, and political pressures to change any aspect of our business model or practices and source raw materials, components, systems and parts on competitive terms in a manner consistent with our current practice; changes in domestic or foreign tax laws; economic tensions between governments and changes in international trade and investment policies, including restrictions on the repatriation of dividends, especially between the U.S. and China, more detailed inspections, new or higher tariffs, for example, on products imported from Mexico into the U.S.; new barriers to entry or domestic preference procurement requirements, or changes to or withdrawals from free trade agreements; changes in foreign currency exchange rates and interest rates; economic downturns in foreign countries or geographic regions where we have significant operations, such as China; significant changes in conditions in the countries in which we operate with the effect of competition from new market entrants and in the United Kingdom (U.K.) with passage of a referendum to discontinue membership in the European Union; differing local product preferences and product requirements, including fuel economy, vehicle emissions and safety; impact of compliance with U.S. and other foreign countries’ export controls and economic sanctions; liabilities resulting from U.S. and foreign laws and regulations, including those related to the Foreign Corrupt Practices Act and certain other anti-corruption laws; differing labor regulations and union relationships; and difficulties in obtaining financing in foreign countries for local operations.

A significant amount of our operations are conducted by joint ventures that we cannot operate solely for our benefit. Many of our operations, primarily in China, are carried out by joint ventures. In joint ventures we share ownership and management of a company with one or more parties who may not have the same goals, strategies, priorities or resources as we do and may compete with us outside the joint venture. Joint ventures are intended to be operated for the equal benefit of all co-owners, rather than for our exclusive benefit. Operating a business as a joint venture often requires additional organizational formalities as well as time-consuming procedures for sharing information and making decisions. In joint ventures we are required to foster our relationships with our co-owners as well as promote the overall success of the joint venture, and if a co-owner changes or relationships deteriorate, our success in the joint venture may be materially adversely affected. The benefits from a successful joint venture are shared among the co-owners, therefore we do not receive all the benefits from our successful joint ventures. In addition, because we share ownership and management with one or more parties, we may have limited control over the actions of a joint venture, particularly when we own a minority interest. As a result, we may be unable to prevent misconduct or other violations of applicable laws by a joint venture. Moreover, a joint venture may not follow the same requirements regarding compliance, internal controls and internal control over financial reporting that we follow. To the extent another party makes decisions that negatively impact the joint venture or internal control issues arise within the joint venture, we may have to take responsive or other action or we may be subject to penalties, fines or other related actions for these activities.

We are subject to extensive laws, governmental regulations and policies, including those regarding fuel economy and emissions controls, that can significantly increase our costs and affect how we do business. We are significantly affected by governmental

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

regulations that can increase costs related to the production of our vehicles and affect our product portfolio. Meeting or exceeding many of these regulations is costly and often technologically challenging, especially where standards may not be harmonized across jurisdictions, a significant challenge with respect to mandated emissions and fuel economy standards. We anticipate that the number and extent of these regulations, and the related costs and changes to our product portfolio, may increase significantly in the future. These government regulatory requirements could significantly affect our plans for global product development and given the uncertainty surrounding enforcement and regulatory definitions, may result in substantial costs, including civil or criminal penalties. In addition, an evolving but un-harmonized regulatory framework may limit or dictate the types of vehicles we sell and where we sell them, which can affect revenue. Refer to the "Environmental and Regulatory Matters" section of Item 1. Business for further information on these regulatory requirements. We also expect that manufacturers will continue to be subject to increased scrutiny from regulators globally. For example, in Germany, the Ministry of Transportation and the Kraftfahrt-Bundesamt have requested the participation of a number of automotive manufacturers, including our German subsidiary, in continuing discussions on emissions control issues and have also requested, from time to time, written responses from our subsidiary on the subject. Our German subsidiary has participated in these discussions and has provided the requested responses to inquiries concerning nitrogen oxide emission control systems of its diesel engines. In addition, the German and the EU Parliaments have instigated Inquiry Commissions into government agencies' oversight of emissions enforcement, requesting our German subsidiary's participation. At the same time, the German government has initiated further industry-wide inquiries about CO2 emissions. This scrutiny, regulatory changes or novel interpretations of current regulations, as well as increased enforcement has led to and may result in further increased testing and re-testing of our vehicles and analysis of their emissions control systems, which could lead to increased costs, penalties, negative publicity or reputational impact, and recall activity if regulators determine that emission levels and required regulatory compliance should be based on either a wider spectrum of driving conditions for future testing parameters or stricter or novel interpretations and consequent enforcement of existing requirements. No assurance can be given that the ultimate outcome of any potential investigations or increased testing resulting from this scrutiny would not materially and adversely affect us.

We expect that to comply with fuel economy and emission control requirements we will be required to sell a significant volume of hybrid electric vehicles, as well as develop and implement new technologies for conventional internal combustion engines, all at increased cost levels. There is no assurance that we will be able to produce and sell vehicles that use such technologies on a profitable basis or that our customers will purchase such vehicles in the quantities necessary for us to comply with these regulatory programs. Alternative compliance measures may not be sufficiently available in the marketplace to meet volume driven compliance requirements.

In the current uncertain regulatory framework, environmental liabilities for which we may be responsible and that are not reasonably estimable could be substantial. Alleged violations of safety or emissions standards could result in legal proceedings, the recall of one or more of our products, negotiated remedial actions, fines, restricted product offerings or a combination of any of those items. Any of these actions could have substantial adverse effects on our operations including facility idling, reduced employment, increased costs and loss of revenue.

We could be materially adversely affected by a negative outcome in unusual or significant litigation, governmental investigations or other legal proceedings. We are subject to legal proceedings involving various issues, including product liability lawsuits, stockholder litigation and governmental investigations, such as the legal proceedings related to the Ignition Switch Recall. Such legal proceedings could in the future result in the imposition of damages, including punitive damages, substantial fines, civil lawsuits and criminal penalties, interruptions of business, modification of business practices, equitable remedies and other sanctions against us or our personnel as well as significant legal and other costs. For a further discussion of these matters refer to Note 15 to our consolidated financial statements.

If, in the discretion of the U.S. Attorney’s Office for the Southern District of New York (the Office), we do not comply with the terms of the Deferred Prosecution Agreement (the DPA), the Office may prosecute us for charges alleged by the Office including those relating to faulty ignition switches. On September 17, 2015 we announced that we entered into the DPA with the Office regarding its investigation of the events leading up to certain recalls announced in February and March of 2014 relating to faulty ignition switches. Under the DPA, we consented to, among other things, the filing of a two-count information (the Information) in the U.S. District Court for the Southern District of New York charging GM with a scheme to conceal material facts from a government regulator and wire fraud. We pled not guilty to the charges alleged in the Information. The DPA further provides that, in the event the Office determines during the period of deferral of prosecution (or any extensions thereof) that we have violated any provision of the DPA, including violating any U.S. federal law or our obligation to cooperate with and assist the independent monitor, the Office may, in its discretion, either prosecute us on the charges alleged in the Information or impose an extension of the period of deferral of prosecution of up to one additional year. Under such circumstance, the Office would be permitted to rely

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GENERAL MOTORS COMPANY AND SUBSIDIARIES

upon the admissions we made in the DPA and would benefit from our waiver of certain procedural and evidentiary defenses. Such a criminal prosecution could subject us to penalties.

The costs and effect on our reputation of product safety recalls could materially adversely affect our business. Government safety standards require manufacturers to remedy certain product safety defects through recall campaigns. Under these standards, we could be subject to civil or criminal penalties or may incur various costs, including significant costs for free repairs. At present, the costs we incur in connection with these recalls typically include the cost of the part being replaced and labor to remove and replace the defective part. We currently source a variety of systems, components, raw materials and parts, including but not limited to air bag inflators, from third parties. From time to time these items may have performance or quality issues that could harm our reputation and cause us to incur significant costs. For example, we are currently conducting recalls for certain Takata Corporation (Takata) air bag inflators used in some of our prior model year vehicles. We are continuing to assess the situation. Further recalls, if any, that may be required to remediate Takata air bag inflators in our vehicles could have a material impact on our business. In addition, product recalls can harm our reputation and cause us to lose customers, particularly if those recalls cause consumers to question the safety or reliability of our products. Conversely not issuing a recall or not issuing a recall on a timely basis can harm our reputation, potentially expose us to significant monetary penalties, and cause us to lose customers for the same reasons as expressed above.

Any disruption in our suppliers' operations could disrupt our production schedule. Our automotive operations are dependent upon the continued ability of our suppliers to deliver the systems, components, raw materials and parts that we need to manufacture our products. Our use of “just-in-time” manufacturing processes allows us to maintain minimal inventory quantities of systems, components, raw materials and parts. As a result our ability to maintain production is dependent upon our suppliers delivering sufficient quantities of systems, components, raw materials and parts on time to meet our production schedules. In some instances we purchase systems, components, raw materials and parts from a single source and may be at an increased risk for supply disruptions. Financial difficulties or solvency problems with our suppliers, including Takata, which may be exacerbated by the cost of remediating quality issues with these items, could lead to uncertainty in our supply chain or cause supply disruptions for us which could, in turn, disrupt our operations, including production of certain of our higher margin vehicles. Where we experience supply disruptions, we may not be able to develop alternate sourcing quickly. Any disruption of our production schedule caused by an unexpected shortage of systems, components, raw materials or parts even for a relatively short period of time could cause us to alter production schedules or suspend production entirely.

We are dependent on our manufacturing facilities around the world. We assemble vehicles at various facilities around the world. These facilities are typically designed to produce particular models for particular geographic markets. No single facility is designed to manufacture our full range of vehicles. In some cases certain facilities produce products that disproportionately contribute a greater degree to our profitability than others. Should these or other facilities become unavailable either temporarily or permanently for any number of reasons, including labor disruptions, the inability to manufacture vehicles there may result in harm to our reputation, increased costs, lower revenues and the loss of customers. We may not be able to easily shift production of vehicles at an inoperable facility to other facilities or to make up for lost production. Any new facility needed to replace an inoperable manufacturing facility would need to comply with the necessary regulatory requirements, need to satisfy our specialized manufacturing requirements and require specialized equipment. Even though we carry business interruption insurance policies, we may suffer losses as a result of business interruptions that exceed the coverage available or any losses which may be excluded under our insurance policies.

We operate in a highly competitive industry that has excess manufacturing capacity and attempts by our competitors to sell more vehicles could have a significant negative effect on our vehicle pricing, market share and operating results. The global automotive industry is highly competitive and overall manufacturing capacity in the industry exceeds demand. Many manufacturers have relatively high fixed labor costs as well as significant limitations on their ability to close facilities and reduce fixed costs. Our competitors may respond to these relatively high fixed costs by providing subsidized financing or leasing programs, offering marketing incentives or reducing vehicle prices. Our competitors may also seek to benefit from economies of scale by consolidating or entering into other strategic agreements such as alliances intended to enhance their competitiveness.

Domestic manufacturers in lower cost countries, such as China and India, have become competitors in key emerging markets and announced their intention to export their products to established markets as a low cost alternative to established entry-level automobiles. In addition, foreign governments may decide to implement tax and other policies that favor their domestic manufacturers at the expense of international manufacturers, including GM and its joint venture partners. These actions have had, and are expected to continue to have, a significant negative effect on our vehicle pricing, market share and operating results, and present a significant risk to our ability to enhance our revenue per vehicle.


14



GENERAL MOTORS COMPANY AND SUBSIDIARIES

We may continue to restructure or divest our operations in various countries, but we may not succeed in doing so. We face difficult market and operating conditions in certain parts of the world that may require us to restructure or rationalize these operations, which may result in impairments. In many countries across our regions we have experienced challenges in our operations and continue to strategically assess the manner in which we operate in certain countries. As we continue to assess our performance throughout our regions, additional restructuring and rationalization actions may be required and may be material.

Our future competitiveness and ability to achieve long-term profitability depends on our ability to control our costs, which requires us to successfully implement operating effectiveness initiatives throughout our automotive operations. We are continuing to implement a number of operating effectiveness initiatives to improve productivity and reduce costs. Our future competitiveness depends upon our continued success in implementing these initiatives throughout our automotive operations. While some of the elements of cost reduction are within our control, others, such as interest rates or return on investments, which influence our expense for pensions, depend more on external factors, and there can be no assurance that such external factors will not materially adversely affect our ability to reduce our costs. Reducing costs may prove difficult due to our focus on increasing advertising and our belief that engineering and other expenses necessary to improve the performance, safety and customer satisfaction of our vehicles and to continue to innovate our technology and product offerings to meet changing customer needs and market developments are likely to increase.

Security breaches and other disruptions to our vehicles, information technology networks and systems could interfere with the safety of our customers or our operations and could compromise the confidentiality of private customer data or our proprietary information. We rely upon information technology networks and systems, including in-vehicle systems and mobile devices, some of which are managed by third-parties, to process, transmit and store electronic information, and to manage or support a variety of vehicle or business processes and activities. Additionally we collect and store sensitive data, including intellectual property, proprietary business information, proprietary business information of our dealers and suppliers, as well as personally identifiable information of our customers and employees, in data centers and on information technology networks. The secure operation of these information technology networks and in-vehicle systems, and the processing and maintenance of this information, is critical to our business operations and strategy. Despite security measures and business continuity plans, our information technology networks and systems and in-vehicle systems may be vulnerable to damage, disruptions or shutdowns due to attacks by hackers or breaches due to errors or malfeasance by employees, contractors and others who have access to our networks and systems or computer viruses. The occurrence of any of these events could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. These occurrences could also impact vehicle safety. We have been the target of these types of attacks in the past and future attacks are likely to occur. If successful, these types of attacks on our network or systems, including in-vehicle systems and mobile devices, or service failures could result in, among other things, the loss of proprietary data, interruptions or delays in our business operations and damage to our reputation. In addition, any such access, disruption, technological failures, disclosure or other loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disrupt operations and reduce the competitive advantage we hope to derive from our investment in advanced technologies.

We rely on GM Financial to provide financial services to our dealers and customers in a majority of the markets in which we sell vehicles. GM Financial faces a number of business, economic and financial risks that could impair its access to capital and negatively affect its business and operations and its ability to provide leasing and financing to retail consumers and commercial lending to our dealers to support additional sales of our vehicles. We rely on GM Financial in North America, Europe, South America and China to support leasing and sales of our vehicles to consumers requiring vehicle financing and also to provide commercial lending to our dealers. Any reduction in GM Financial's ability to provide such financial services would negatively affect our efforts to support additional sales of our vehicles and expand our market penetration among consumers and dealers.

As an entity operating in the financial services sector, GM Financial is required to comply with a wide variety of laws and regulations that may be costly to adhere to and may affect our consolidated operating results. Compliance with these laws and regulations requires that GM Financial maintain forms, processes, procedures, controls and the infrastructure to support these requirements and these laws and regulations often create operational constraints both on GM Financial’s ability to implement servicing procedures and on pricing. Laws in the financial services industry are designed primarily for the protection of consumers. The failure to comply with these laws could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses and damage to reputation, brand and valued customer relationships.
The primary factors that could adversely affect GM Financial's business and operations and reduce its ability to provide financing services at competitive rates include the availability of borrowings under its credit facilities to fund its retail and commercial finance activities; its ability to access a variety of financing sources including the asset-backed securities market and other secured

15



GENERAL MOTORS COMPANY AND SUBSIDIARIES

and unsecured debt markets; the performance of loans and leases in its portfolio, which could be materially affected by delinquencies, defaults or prepayments; wholesale auction values of used vehicles; higher than expected vehicle return rates and the residual value performance on vehicles GM Financial leases to customers; fluctuations in interest rates and currencies; and changes to regulation, supervision and licensing across various jurisdictions, including new regulations or sanctions imposed in the U.S. by the Department of Justice, SEC and Consumer Financial Protection Bureau.

Our defined benefit pension plans are currently underfunded and our pension funding requirements could increase significantly due to a reduction in funded status as a result of a variety of factors, including weak performance of financial markets, declining interest rates, changes in laws or regulations, changes in assumptions or investments that do not achieve adequate returns. Our employee benefit plans currently hold a significant amount of equity and fixed income securities. A detailed description of the investment funds and strategies is disclosed in Note 14 to our consolidated financial statements, which also describes significant concentrations of risk to the plan investments.

There are additional risks due to the complexity and magnitude of our investments. Examples include implementation of significant changes in investment policy, insufficient market liquidity in particular asset classes and the inability to quickly rebalance illiquid and long-term investments.

Our future funding requirements for our U.S. defined benefit pension plans depend upon the future performance of assets placed in trusts for these plans, the level of interest rates used to determine funding levels, the level of benefits provided for by the plans and any changes in government laws and regulations. Future funding requirements generally increase if the discount rate decreases or if actual asset returns are lower than expected asset returns, assuming other factors are held constant. Our potential funding requirements are described in Note 14 to our consolidated financial statements.

Factors which affect future funding requirements for our U.S. defined benefit plans generally affect the required funding for non-U.S. plans. Certain plans outside the U.S. do not have assets and therefore the obligation is funded as benefits are paid. If local legal authorities increase the minimum funding requirements for our non-U.S. plans, we could be required to contribute more funds.

*  *  *  *  *  *  *

Item 1B. Unresolved Staff Comments

None

*  *  *  *  *  *  *

Item 2. Properties

At December 31, 2016 we had over 100 locations in the U.S., excluding our automotive financing operations and dealerships, which are primarily for manufacturing, assembly, distribution, warehousing, engineering and testing. Leased properties are primarily composed of warehouses and administration, engineering and sales offices.

We have manufacturing, assembly, distribution, office or warehousing operations in 61 countries, including equity interests in associated companies which perform manufacturing, assembly, or distribution operations. The major facilities outside the U.S., which are principally vehicle manufacturing and assembly operations, are located in Argentina, Australia, Brazil, Canada, China, Colombia, Ecuador, Egypt, Germany, Kenya, Mexico, Poland, South Africa, South Korea, Spain, Thailand and the U.K.

GM Financial leases facilities for administration and regional credit centers. GM Financial has 50 facilities, of which 25 are located in the U.S. The major facilities outside the U.S. are located in Brazil, Canada, China, Germany, Mexico and the U.K.

We, our subsidiaries, or associated companies in which we own an equity interest, own most of the above facilities.

*  *  *  *  *  *  *

Item 3. Legal Proceedings


16



GENERAL MOTORS COMPANY AND SUBSIDIARIES

Refer to the discussion in the Litigation-Related Liability and Tax Administrative Matters section in Note 15 to our consolidated financial statements for information relating to legal proceedings.
 
*  *  *  *  *  *  *

Item 4. Mine Safety Disclosures

Not applicable

*  *  *  *  *  *  *
PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information Shares of our common stock have been publicly traded since November 18, 2010 when our common stock was listed and began trading on the New York Stock Exchange and the Toronto Stock Exchange. The following table summarizes the quarterly price ranges of our common stock based on high and low prices from intraday trades on the New York Stock Exchange, the principal market on which the stock is traded:
 
Years Ended December 31,
 
2016
 
2015
 
High
 
Low
 
High
 
Low
First quarter
$
33.54

 
$
26.69

 
$
38.99

 
$
32.36

Second quarter
$
33.41

 
$
27.34

 
$
37.45

 
$
33.06

Third quarter
$
32.87

 
$
27.52

 
$
33.61

 
$
24.62

Fourth quarter
$
37.74

 
$
30.21

 
$
36.88

 
$
29.98


Holders At January 31, 2017 we had 1.5 billion issued and outstanding shares of common stock held by 591 holders of record.

Dividends Our Board of Directors began declaring quarterly dividends on our common stock in the three months ended March 31, 2014. It is anticipated that dividends on our common stock will continue to be declared and paid quarterly. However the declaration of any dividend on our common stock is a matter to be acted upon by our Board of Directors in its sole discretion. Any dividend will be paid out of funds legally available for that purpose. Our payment of dividends in the future will depend on business conditions, our financial condition, earnings, liquidity and capital requirements and other factors. Refer to Item 6. Selected Financial Data for cash dividends declared on our common stock for the years ended December 31, 2016, 2015 and 2014.

Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended December 31, 2016:
 
Total Number of Shares Purchased(a)
 
Average Price Paid per Share
 
Total Number of Shares Purchased Under Announced Programs(b)
 
Approximate Dollar Value of Shares That May Yet be Purchased Under Announced Programs
October 1, 2016 through October 31, 2016
41,719

 
$
32.06

 

 
$4.0 billion
November 1, 2016 through November 30, 2016
18,532,366

 
$
32.92

 
17,906,695

 
$3.4 billion
December 1, 2016 through December 31, 2016
11,537,206

 
$
36.25

 
11,311,477

 
$3.0 billion
Total
30,111,291

 
$
34.19

 
29,218,172

 
 
__________
(a)
Shares purchased consist of: (1) shares purchased under our previously announced common stock repurchase program; (2) shares retained by us for the payment of the exercise price upon the exercise of warrants; and (3) shares delivered by employees or directors to us for the payment of taxes resulting from issuance of common stock upon the vesting of Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs) relating to compensation plans. Refer to Note 21 to our consolidated financial statements for additional details on employee stock incentive plans and Note 19 to our consolidated financial statements for additional details on warrants issued.
(b)
In January 2016 our Board of Directors authorized the purchase of up to an additional $4 billion of our common stock under our previously announced common stock repurchase program before the end of 2017. In January 2017 we announced that our Board of Directors had authorized the purchase of up to an additional $5 billion of our common stock with no expiration date.

17



GENERAL MOTORS COMPANY AND SUBSIDIARIES


*  *  *  *  *  *  *

Item 6. Selected Financial Data

 
At and for the Years Ended December 31,
2016
 
2015
 
2014
 
2013
 
2012
Income Statement Data:
 
 
 
 
 
 
 
 
 
Total net sales and revenue
$
166,380

 
$
152,356

 
$
155,929

 
$
155,427

 
$
152,256

Net income(a)
$
9,268

 
$
9,615

 
$
4,018

 
$
5,331

 
$
6,136

Net income attributable to stockholders
$
9,427

 
$
9,687

 
$
3,949

 
$
5,346

 
$
6,188

Net income attributable to common stockholders(b)
$
9,427

 
$
9,687

 
$
2,804

 
$
3,770

 
$
4,859

Basic earnings per common share(a)(b)
$
6.12

 
$
6.11

 
$
1.75

 
$
2.71

 
$
3.10

Diluted earnings per common share(a)(b)
$
6.00

 
$
5.91

 
$
1.65

 
$
2.38

 
$
2.92

Dividends declared per common share
$
1.52

 
$
1.38

 
$
1.20

 
$

 
$

Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Total assets(c)
$
221,690

 
$
194,338

 
$
177,311

 
$
166,231

 
$
149,422

Automotive notes and loans payable
$
10,752

 
$
8,765

 
$
9,350

 
$
7,098

 
$
5,172

GM Financial notes and loans payable(c)
$
73,876

 
$
54,346

 
$
37,315

 
$
28,972

 
$
10,878

Total equity
$
44,075

 
$
40,323

 
$
36,024

 
$
43,174

 
$
37,000

_________
(a)
In the year ended December 31, 2015 we recorded the reversal of deferred tax asset valuation allowances of $3.9 billion in GME and recorded charges related to the Ignition Switch Recall for various legal matters of approximately $1.6 billion. In the year ended December 31, 2014 we recorded charges of approximately $2.9 billion in Automotive cost of sales related to recall campaigns and courtesy transportation, a catch-up adjustment of $0.9 billion related to the change in estimate for recall campaigns and a charge of $0.4 billion related to the Ignition Switch Recall compensation program. In the year ended December 31, 2012 we recorded Goodwill impairment charges of $27.1 billion, the reversal of deferred tax asset valuation allowances of $36.3 billion in the U.S. and Canada, pension settlement charges of $2.7 billion and GME long-lived asset impairment charges of $5.5 billion.
(b)
In December 2014 we redeemed all of the remaining shares of our Series A Preferred Stock for $3.9 billion, which reduced Net income attributable to common stockholders by $0.8 billion. In September 2013 we purchased 120 million shares of our Series A Preferred Stock held by the UAW Retiree Medical Benefits Trust (New VEBA) for $3.2 billion, which reduced Net income attributable to common stockholders by $0.8 billion.
(c)
In the year ended December 31, 2013 GM Financial acquired Ally Financial Inc.'s international operations in Europe and Latin America.

*  *  *  *  *  *  *

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the accompanying audited consolidated financial statements and notes. Forward-looking statements in this MD&A are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to the "Forward-Looking Statements" section of this MD&A and Item 1A. "Risk Factors" for a discussion of these risks and uncertainties.


18



GENERAL MOTORS COMPANY AND SUBSIDIARIES

Non-GAAP Measures Our non-GAAP measures include earnings before interest and taxes (EBIT)-adjusted presented net of noncontrolling interests, EPS-diluted-adjusted, return on invested capital-adjusted (ROIC-adjusted) and adjusted automotive free cash flow. Our calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures.

These non-GAAP measures allow management and investors to view operating trends, perform analytical comparisons and benchmark performance between periods and among geographic regions to understand operating performance without regard to items we do not consider a component of our core operating performance. Furthermore, these non-GAAP measures allow investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluate the investment decisions being made by management to improve ROIC-adjusted. Management uses these measures in its financial, investment and operational decision-making processes, for internal reporting and as part of its forecasting and budgeting processes. Further, our Board of Directors uses these and other measures as key metrics to determine management performance under our performance-based compensation plans. For these reasons we believe these non-GAAP measures are useful for our investors.

EBIT-adjusted is used by management and can be used by investors to review our consolidated operating results because it excludes automotive interest income, automotive interest expense and income taxes as well as certain additional adjustments that are not considered part of our core operations. Examples of adjustments to EBIT include but are not limited to impairment charges related to goodwill; impairment charges on long-lived assets and other exit costs resulting from strategic shifts in our operations or discrete market and business conditions; costs arising from the ignition switch recall and related legal matters; and certain currency devaluations associated with hyperinflationary economies. For EBIT-adjusted and our other non-GAAP measures, once we have made an adjustment in the current period for an item, we will also adjust the related non-GAAP measure in any future periods in which there is an impact from the item.

EPS-diluted-adjusted is used by management and can be used by investors to review our consolidated diluted earnings per share results on a consistent basis. EPS-diluted-adjusted is calculated as net income attributable to common stockholders-diluted less certain adjustments noted above for EBIT-adjusted and gains or losses on the extinguishment of debt obligations on an after-tax basis as well as redemptions of preferred stock and certain income tax adjustments divided by weighted-average common shares outstanding-diluted. Examples of income tax adjustments include the establishment or reversal of significant deferred tax asset valuation allowances.

ROIC-adjusted is used by management and can be used by investors to review our investment and capital allocation decisions. We define ROIC-adjusted as EBIT-adjusted for the trailing four quarters divided by average net assets, which is considered to be the average equity balances adjusted for average automotive debt and interest liabilities, exclusive of capital leases; average automotive net pension and other postretirement benefits (OPEB) liabilities; and average automotive net income tax assets during the same period.

Adjusted automotive free cash flow is used by management and can be used by investors to review the liquidity of our automotive operations and to measure and monitor our performance against our capital allocation program and evaluate our automotive liquidity against the substantial cash requirements of our automotive operations. We measure adjusted automotive free cash flow as automotive cash flow from operations less capital expenditures adjusted for management actions, primarily related to strengthening our balance sheet, such as prepayments of debt and discretionary contributions to employee benefit plans. Refer to the “Liquidity and Capital Resources” section of this MD&A for our reconciliation of Net Automotive cash provided by (used in) operating activities under U.S. GAAP to this non-GAAP measure.

The following table reconciles Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted used in the calculation of ROIC-adjusted:

19



GENERAL MOTORS COMPANY AND SUBSIDIARIES

 
Years Ended December 31,
 
2016
 
2015
 
2014
Net income attributable to stockholders
$
9,427

 
$
9,687

 
$
3,949

Income tax expense (benefit)
2,416

 
(1,897
)
 
228

Gain on extinguishment of debt

 
(449
)
 
(202
)
Automotive interest expense
572

 
443

 
403

Automotive interest income
(185
)
 
(169
)
 
(211
)
Adjustments
 
 
 
 
 
Ignition switch recall and related legal matters(a)
300

 
1,785

 
400

Recall campaign catch-up adjustment(b)

 

 
874

Thailand asset impairments(c)

 
297

 
158

Venezuela currency devaluation and asset impairment(d)

 
720

 
419

Russia exit costs and asset impairment(e)

 
438

 
245

Goodwill impairment

 

 
120

Other

 
(41
)
 
111

Total adjustments
300

 
3,199

 
2,327

EBIT-adjusted
$
12,530

 
$
10,814

 
$
6,494

________
(a)
These adjustments were excluded because of the unique events associated with the ignition switch recall. These events included the creation of the ignition switch recall compensation program, as well as various investigations, inquiries, and complaints from various constituents.
(b)
This adjustment was excluded because it resulted from our decision to change the method we use to estimate costs associated with recall campaigns in GMNA.
(c)
These adjustments were excluded because of the significant restructuring of our Thailand operations and the strategic actions taken to focus on the production of pick-up trucks and SUVs.
(d)
This adjustment was excluded because of the devaluation of the Venezuela Bolivar Fuerte (BsF), our inability to transact at the Complementary System of Foreign Currency Administration (SICAD) rate to obtain U.S. Dollars and the market restrictions imposed by the Venezuelan government.
(e)
These adjustments were excluded because they were driven by deteriorating market conditions in Russia, which led to asset impairments in 2014 and our decision to exit the Russia market in 2015. The Russia exit costs primarily consisted of sales incentives, dealer restructuring and other contract cancellation costs, and asset impairments.

The following table reconciles diluted earnings per common share under U.S. GAAP to EPS-diluted-adjusted:
 
Years Ended December 31,
 
2016
 
2015
 
2014
 
Amount
 
Per Share
 
Amount
 
Per Share
 
Amount
 
Per Share
Diluted earnings per common share
$
9,427

 
$
6.00

 
$
9,686

 
$
5.91

 
$
2,786

 
$
1.65

Adjustments
 
 
 
 
 
 
 
 
 
 
 
Gain on extinguishment of debt

 

 
(449
)
 
(0.27
)
 
(202
)
 
(0.12
)
Redemption and purchase of Series A preferred stock

 

 

 

 
794

 
0.47

All other adjustments(a)
300

 
0.19

 
3,199

 
1.95

 
2,327

 
1.38

Total adjustments
300

 
0.19

 
2,750

 
1.68

 
2,919

 
1.73

Tax effect on adjustments(b)
(114
)
 
(0.07
)
 
(201
)
 
(0.13
)
 
(561
)
 
(0.33
)
Tax adjustments(c)

 

 
(4,001
)
 
(2.44
)
 

 

EPS-diluted-adjusted
$
9,613

 
$
6.12

 
$
8,234

 
$
5.02

 
$
5,144

 
$
3.05

________
(a)
Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of MD&A for the details of each individual adjustment.
(b)
The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction in which the adjustment relates.

20



GENERAL MOTORS COMPANY AND SUBSIDIARIES

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

We define return on equity (ROE) as Net income attributable to stockholders for the trailing four quarters divided by average equity for the same period. Management uses average equity to provide comparable amounts in the calculation of ROE. The following table summarizes the calculation of ROE (dollars in billions):
 
Years Ended December 31,
 
2016
 
2015
 
2014
Net income attributable to stockholders
$
9.4

 
$
9.7

 
$
3.9

Average equity
$
43.6

 
$
37.0

 
$
41.3

ROE
21.6
%
 
26.2
%
 
9.6
%

The following table summarizes the calculation of ROIC-adjusted (dollars in billions):
 
Years Ended December 31,
 
2016
 
2015
 
2014
EBIT-adjusted(a)
$
12.5

 
$
10.8

 
$
6.5

Average equity
$
43.6

 
$
37.0

 
$
41.3

Add: Average automotive debt and interest liabilities (excluding capital leases)
10.0

 
8.1

 
6.8

Add: Average automotive net pension & OPEB liability
24.5

 
28.3

 
26.5

Less: Average automotive net income tax asset
(34.8
)
 
(33.6
)
 
(32.4
)
ROIC-adjusted average net assets
$
43.3

 
$
39.8

 
$
42.2

ROIC-adjusted
28.9
%
 
27.2
%
 
15.4
%
________
(a)
Refer to the reconciliation of Net income attributable to stockholders under U.S. GAAP to EBIT-adjusted within this section of MD&A.

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

In addition to our EBIT-adjusted margin improvement goal, our overall financial targets include expected total annual operational and functional cost savings of $6.5 billion through 2018 compared to 2014 costs, of which approximately $4 billion has been realized as of December 31, 2016, and which we expect will more than offset our incremental investments in brand building, engineering and technology as we launch new products in 2017 and beyond; and execution of our capital allocation program as described in the "Liquidity and Capital Resources" section of this MD&A.

For the year ending December 31, 2017 we expect to continue to generate strong consolidated financial results including improved total net sales and revenue, EBIT-adjusted and EBIT-adjusted margins that equal or exceed the corresponding amounts in 2016, ROIC-adjusted of greater than 25%, Automotive operating cash flow of approximately $15 billion, adjusted automotive free cash flow of approximately $6 billion and EPS-diluted and EPS-diluted-adjusted of between $6.00 and $6.50. We do not consider the potential future impact of adjustments on our expected financial results. We expect these financial results in part to be driven by favorable shifts in mix for our new or refreshed product launches, including crossovers.

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

21



GENERAL MOTORS COMPANY AND SUBSIDIARIES

 
Year Ending December 31, 2017
Automotive net cash provided by operating activities
$
15

Less: expected capital expenditures
(9
)
Adjusted automotive free cash flow
$
6


We face continuing challenges from a market, operating and regulatory standpoint in a number of countries across the globe due to, among other factors, weak economic conditions, competitive pressures, our product portfolio offerings, emissions standards, foreign exchange volatility and political uncertainty. As a result of these conditions, we continue to strategically assess our performance and ability to achieve acceptable returns on our invested capital. As we continue to assess our performance, additional restructuring and rationalization actions may be required or a determination may be made that the carrying amount of our long-lived assets may not be recoverable in certain of these countries. Such a determination may give rise to future asset impairments or other charges which may have a material impact on our results of operations.

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

In the year ended December 31, 2016 our vehicle sales in the U.S., our largest market in North America, totaled 3.0 million units for market share of 17.0%, representing a decrease of 0.3 percentage points compared to the corresponding period in 2015. The decrease in our U.S. market share was driven primarily by lower fleet market share due to a planned reduction in rental deliveries, partially offset by higher retail market share. U.S. retail sales, generally more profitable than fleet sales, generated an increase of 0.5 percentage points in market share, primarily driven by Chevrolet.

We achieved EBIT-adjusted margins of 10.1% during 2016 on continued strength of U.S. industry light vehicle sales, new product launches and material and other cost savings, which partially offset launch related costs. Based on our current cost structure, we continue to estimate GMNA’s breakeven point at the U.S. industry level to be in the range of 10.0 - 11.0 million units. We expect to sustain an EBIT-adjusted margin of 10% in 2017 on continued strength of U.S. industry light vehicle sales, key product launches and continued focus on overall cost savings.

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

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

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

We anticipate the impacts of Brexit to continue through 2017. We also anticipate headwinds associated with industry pricing pressures and increased costs associated with depreciation, amortization, marketing and costs associated with our new product launches. We intend to mitigate these headwinds with the full benefit of our recently launched Astra and Mokka X along with the 2017 launches of the Insignia, Ampera E, and two new crossovers that we believe will substantially increase our competitiveness in this growing market.

The German Ministry of Transportation and the Kraftfahrt-Bundesamt have requested the participation of a number of automotive manufacturers, including our German subsidiary, in continuing discussions on emissions control issues and have also requested, from time to time, written responses from our subsidiary on the subject. Our German subsidiary has participated in these discussions and has provided the requested responses to inquiries concerning nitrogen oxide emission control systems of its diesel engines. In addition, the German and the EU Parliaments have instigated Inquiry Commissions into government agencies' oversight of emissions enforcement, requesting our German subsidiary's participation. At the same time, the German government has instigated further industry-wide inquiries about CO2 emissions. This scrutiny, regulatory changes and increased enforcement has led to

22



GENERAL MOTORS COMPANY AND SUBSIDIARIES

increased testing and re-testing of our vehicles and analysis of their emissions control systems, which could lead to increased costs, penalties, negative publicity or reputational impact, and recall activity if regulators determine that emission levels and required regulatory compliance should be based on either a wider spectrum of driving conditions for future testing parameters or stricter or novel interpretations and consequent enforcement of existing requirements. No assurance can be given that the ultimate outcome of any potential investigations or increased testing resulting from this scrutiny would not materially and adversely affect us.

GMIO In the year ended December 31, 2016 China industry sales were 28.3 million units, representing an increase of 12.9% compared to the corresponding period in 2015. In the year ended December 31, 2016 our China wholesale volumes increased by 4.9% compared to the corresponding period in 2015. Our market share decreased to 13.8%, down 1.1 percentage points as our volume growth was less than that of the industry. Strong growth in Cadillac, Buick and Baojun passenger vehicles, including SUVs, were partially offset by lower Chevrolet sales because of model changeover and lower Wuling sales because of a continued segment shift away from mini commercial vehicles. In the year ended December 31, 2016 our Automotive China JVs generated equity income of $2.0 billion. We expect moderate industry growth in 2017 and continuation of pricing pressures which will continue to pressure margins. We continue to expect an increase in vehicle sales driven by new launches and expect to sustain strong China equity income by focusing on vehicle mix improvements, cost improvements and efficiencies, and downstream performance optimization.

A weaker economy due partially to lower oil prices and foreign exchange volatility, among other factors, negatively impacted the overall automotive industry in the rest of Asia Pacific, Africa and the Middle East and led to industry sales to retail and fleet customers of 18.9 million units, representing a decrease of 3.2% in the year ended December 31, 2016 compared to the corresponding period in 2015. In the year ended December 31, 2016 our retail sales totaled 0.7 million units leading to a market share of 3.6%, representing a decrease of 0.5 percentage points compared to the corresponding period in 2015. The decrease in retail sales volumes was due primarily to overall industry volume declines, foreign currency availability and economic challenges in the Middle East, Egypt and South Africa.

In 2017 we expect the operating environment to remain challenging. As we strategically assess our performance and the manner in which we operate in certain countries, additional restructuring and rationalization actions may be required and may have a material impact on our results of operations.

GMSA The South American automotive industry continues to be challenged by weak economic conditions and lack of consumer confidence. Industry sales to retail and fleet customers were 3.7 million units in the year ended December 31, 2016 representing a 12.3% decrease compared to the corresponding period in 2015. In the year ended December 31, 2016, our vehicle sales in Brazil, our largest market in South America, totaled 0.3 million units for market share of 16.9%, representing an increase of 1.8 percentage points compared to the corresponding period in 2015 primarily driven by a refreshed portfolio.

In 2017 we expect conditions in South America to improve as the economy recovers driven by higher consumer confidence and lower interest rates. We will continue to monitor conditions in South America and take actions to address challenges in the region.

Corporate In connection with our capital allocation program, as detailed in the "Liquidity and Capital Resources" section of this MD&A, we previously announced that our Board of Directors had authorized programs to purchase up to $5 billion and $4 billion of our common stock before the end of 2016 and 2017. We completed the $5 billion program in the three months ended September 30, 2016 and $1 billion of the $4 billion program in the three months ended December 31, 2016. In January 2017 we announced that our Board of Directors had authorized the purchase of up to an additional $5 billion of our common stock with no expiration date, subsequent to completing the remaining portion of the previously announced programs. Through February 1, 2017 we had purchased 180 million shares of our outstanding common stock under our common stock repurchase program for $6.0 billion.

The Ignition Switch Recall has led to various inquiries, investigations, subpoenas, requests for information and complaints from agencies or other representatives of U.S., federal, state and Canadian governments. In addition these and other recalls have resulted in a number of claims and lawsuits. Such lawsuits and investigations could in the future result in the imposition of material damages, fines, civil consent orders, civil and criminal penalties or other remedies. Refer to Note 15 to our consolidated financial statements for additional information.

Takata Matters On May 4, 2016 NHTSA issued an amended consent order requiring Takata to file defect information reports (DIRs) for previously unrecalled front airbag inflators that contain an 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

23



GENERAL MOTORS COMPANY AND SUBSIDIARIES

time, temperature cycling and environmental moisture. On May 16, 2016 Takata issued its first DIR in connection with the amended consent order, and on January 3, 2017, Takata issued its second set of DIRs.

Although we do not believe there is a safety defect at this time in any GM vehicles within the scope of the Takata DIR, 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 certain GMT900 vehicles equipped with Takata inflators. On November 28, 2016, NHTSA granted GM’s deferral request in connection with this petition. The deferral provides GM until August 31, 2017 to present evidence and analysis that our vehicles do not pose an unreasonable risk to motor vehicle safety. We believe that this timeline will permit us to complete our testing of the relevant non-desiccated Takata inflators in GMT900 vehicles and to prove to NHTSA that the inflators in these vehicles do not present an unreasonable risk to safety and that no repair will ultimately be required.

Takata filed a second set of equipment DIRs on January 3, 2017 and 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.

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 degradation. 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. We believe that the results of further testing and analysis will demonstrate that the vehicles do not present an unreasonable risk to safety and that no repair will ultimately be required. 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 inflators in these vehicles, we estimate a reasonably possible cost of up to $880 million for the 6.9 million vehicles subject to either the Preliminary DIRs or future Takata DIRs under the amended consent order.

Through January 27, 2017 we were aware of one putative class action pending against GM in federal court in the U.S., one putative class action in Mexico and seven putative class actions pending in various Provincial Courts in Canada arising out of allegations that airbag inflators manufactured by Takata are defective. In addition, the New Mexico Attorney General has initiated litigation against Takata and numerous automotive manufacturers, including GM. 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.

Automotive Financing - GM Financial Summary and Outlook GM Financial has expanded its leasing, near prime and prime lending programs in North America; therefore, leasing and prime lending have become a larger percentage of the originations and retail portfolio balance. GM Financial's retail penetration in North America grew to approximately 33% in the year ended December 31, 2016 from approximately 30% in the corresponding period in 2015 as a result of the expanded leasing and lending programs. In the year ended December 31, 2016 GM Financial's revenue consisted of leased vehicle income of 62%, retail finance charge income of 30%, commercial finance charge income of 5% and other income of 3%. We believe that offering a comprehensive suite of financing products will generate incremental sales of our vehicles, drive incremental GM Financial earnings and help support our sales throughout various economic cycles.

Consolidated Results We review changes in our results of operations under five categories: volume, mix, price, cost and other. Volume measures the impact of changes in wholesale vehicle volumes driven by industry volume, market share and changes in dealer stock levels. Mix measures the impact of changes to the regional portfolio due to product, model, trim, country and option penetration in current year wholesale vehicle volumes. Price measures the impact of changes related to Manufacturer’s Suggested Retail Price and various sales allowances. Cost includes primarily: (1) material and freight; (2) manufacturing, engineering, advertising, administrative and selling and warranty expense; and (3) non-vehicle related activity. Other includes primarily foreign exchange and non-vehicle related automotive revenues as well as equity income or loss from our nonconsolidated affiliates. Refer to the regional sections of this MD&A for additional information.

Total Net Sales and Revenue

24



GENERAL MOTORS COMPANY AND SUBSIDIARIES

 
Years Ended December 31,
 
Favorable/ (Unfavorable)
 
 
 
 
Variance Due To
2016
 
2015
 
 
%
 
 
Volume
 
Mix
 
Price
 
Other
 
 
 
 
 
 
(Dollars in billions)
GMNA
$
119,022

 
$
106,622

 
$
12,400

 
11.6
 %
 
 
$
11.0

 
$
0.5

 
$
1.7

 
$
(0.8
)
GME
18,707

 
18,704

 
3

 
 %
 
 
$
0.5

 
$
(0.3
)
 
$
0.4

 
$
(0.7
)
GMIO
11,749

 
12,626

 
(877
)
 
(6.9
)%
 
 
$
(0.5
)
 
$
(0.1
)
 
$
0.1

 
$
(0.4
)
GMSA
7,223

 
7,820

 
(597
)
 
(7.6
)%
 
 
$
(0.5
)
 
$
0.2

 
$
0.9

 
$
(1.2
)
Corporate
148

 
150

 
(2
)
 
(1.3
)%
 
 
 
 
 
 
 
 
$

Automotive
156,849

 
145,922

 
10,927

 
7.5
 %
 
 
$
10.6

 
$
0.2

 
$
3.2

 
$
(3.0
)
GM Financial
9,531

 
6,434

 
3,097

 
48.1
 %
 
 
 
 
 
 
 
 
$
3.1

Total net sales and revenue
$
166,380

 
$
152,356

 
$
14,024

 
9.2
 %
 
 
$
10.6

 
$
0.2

 
$
3.2

 
$
0.1

 
Years Ended December 31,
 
Favorable/ (Unfavorable)
 
 
 
 
Variance Due To
2015
 
2014
 
 
%
 
 
Volume
 
Mix
 
Price
 
Other
 
 
 
 
 
 
(Dollars in billions)
GMNA
$
106,622

 
$
101,199

 
$
5,423

 
5.4
 %
 
 
$
6.8

 
$
1.0

 
$
(1.1
)
 
$
(1.2
)
GME
18,704

 
22,235

 
(3,531
)
 
(15.9
)%
 
 
$
(0.7
)
 
$
(0.1
)
 
$
0.6

 
$
(3.3
)
GMIO
12,626

 
14,392

 
(1,766
)
 
(12.3
)%
 
 
$
(1.2
)
 
$
0.7

 
$
0.1

 
$
(1.4
)
GMSA
7,820

 
13,115

 
(5,295
)
 
(40.4
)%
 
 
$
(3.9
)
 
$
0.6

 
$
0.9

 
$
(2.9
)
Corporate
150

 
151

 
(1
)
 
(0.7
)%
 
 
 
 
 
 
 
 
$

Automotive
145,922

 
151,092

 
(5,170
)
 
(3.4
)%
 
 
$
1.0

 
$
2.1

 
$
0.6

 
$
(8.8
)
GM Financial
6,434

 
4,837

 
1,597

 
33.0
 %
 
 
 
 
 
 
 
 
$
1.6

Total net sales and revenue
$
152,356

 
$
155,929

 
$
(3,573
)
 
(2.3
)%
 
 
$
1.0

 
$
2.1

 
$
0.6

 
$
(7.2
)

Automotive Cost of Sales
 
Years Ended December 31,
 
Favorable/ (Unfavorable)
 
 
 
 
Variance Due To
 
2016
 
2015
 
 
%
 
 
Volume
 
Mix
 
Cost
 
Other
 

 
 
 
 
(Dollars in billions)
GMNA
$
100,028

 
$
89,173

 
$
(10,855
)
 
(12.2
)%
 
 
$
(7.6
)
 
$
(2.0
)
 
$
(1.7
)
 
$
0.5

GME
17,557

 
18,062

 
505

 
2.8
 %
 
 
$
(0.4
)
 
$
0.1

 
$
0.7

 
$
0.1

GMIO
11,590

 
12,506

 
916

 
7.3
 %
 
 
$
0.4

 
$
(0.2
)
 
$
0.4

 
$
0.3

GMSA
6,950

 
8,416

 
1,466

 
17.4
 %
 
 
$
0.4

 
$
(0.3
)
 
$
0.2

 
$
1.2

Corporate and eliminations
208

 
164

 
(44
)
 
(26.8
)%
 
 
 
 
 
 
$
(0.2
)
 
$
0.1

Total automotive cost of sales
$
136,333

 
$
128,321

 
$
(8,012
)
 
(6.2
)%
 
 
$
(7.3
)
 
$
(2.4
)
 
$
(0.6
)
 
$
2.2


 
Years Ended December 31,
 
Favorable/ (Unfavorable)
 
 
 
 
Variance Due To
 
2015
 
2014
 
 
%
 
 
Volume
 
Mix
 
Cost
 
Other
 
 
 
 
 
 
(Dollars in billions)
GMNA
$
89,173

 
$
89,371

 
$
198

 
0.2
%
 
 
$
(4.7
)
 
$
(0.5
)
 
$
3.7

 
$
1.6

GME
18,062

 
21,712

 
3,650

 
16.8
%
 
 
$
0.6

 
$

 
$
0.3

 
$
2.7

GMIO
12,506

 
14,009

 
1,503

 
10.7
%
 
 
$
1.0

 
$
(0.6
)
 
$
0.6

 
$
0.5

GMSA
8,416

 
12,736

 
4,320

 
33.9
%
 
 
$
3.2

 
$
(0.5
)
 
$
(0.1
)
 
$
1.7

Corporate and eliminations
164

 
254

 
90

 
35.4
%
 
 
 
 
 
 
 
 
$
0.1

Total automotive cost of sales
$
128,321

 
$
138,082

 
$
9,761

 
7.1
%
 
 
$

 
$
(1.5
)
 
$
4.6

 
$
6.7


The most significant element of our Automotive cost of sales is material cost which makes up approximately two-thirds of the total amount. The remaining portion includes labor costs, depreciation and amortization, engineering, and product warranty and recall campaigns.


25



GENERAL MOTORS COMPANY AND SUBSIDIARIES

Factors which most significantly influence a region's profitability are industry volume, market share, and the relative mix of vehicles (cars, trucks, crossovers) sold. Variable profit is a key indicator of product profitability. Variable profit is defined as revenue less material cost, freight, the variable component of manufacturing expense and warranty and recall-related costs. Vehicles with higher selling prices generally have higher variable profit.

Refer to the regional sections of this MD&A for additional information on volume and mix.

In the year ended December 31, 2016 unfavorable Cost was due primarily to: (1) increased other costs of $2.1 billion primarily manufacturing, engineering, depreciation and amortization and warranty which are inclusive of launch costs; partially offset by (2) decreased material and freight costs of $2.8 billion related to carryover vehicles, partially offset by increased material and freight costs of $1.7 billion related to vehicles launched within the last twelve months incorporating significant exterior and/or interior changes (Majors); and (3) impairments of $0.4 billion related to Thailand and Venezuela in 2015. In the year ended December 31, 2016 favorable Other was due primarily to the foreign currency effect of $2.1 billion due primarily to the BsF devaluation in 2015 and the weakening of the Argentine Peso, Canadian Dollar and other currencies against the U.S. Dollar; and costs related to our exit of Russia of $0.2 billion in 2015.

In the year ended December 31, 2015 favorable Cost was due primarily to (1) a decrease in recall campaign and courtesy transportation charges of $2.8 billion, including the $0.9 billion catch-up adjustment; (2) decreased material and freight costs of $2.9 billion related to carryover vehicles, partially offset by increased material and freight costs of $0.7 billion related to Majors; (3) a net decrease in separation charges of $0.4 billion primarily related to the Bochum plant closing in GME in 2014; (4) favorable intangible asset amortization of $0.3 billion; and (5) decreased costs of $0.3 billion related to parts and accessories sales; partially offset by (6) an increase in engineering expense of $0.4 billion; and (7) an increase in warranty costs of $0.3 billion. In the year ended December 31, 2015 favorable Other was due primarily to favorable net foreign currency effect of $6.9 billion due primarily to the weakening of the Euro, Brazilian Real, Canadian Dollar, British Pound and Mexican Peso against the U.S. Dollar, partially offset by further BsF devaluation.
 
 
 
 
 
 
 
 
 
 
 
 
 
Automotive Selling, General and Administrative Expense
 
Years Ended December 31,
 
Year Ended 2016 vs. 2015 Change
 
Year Ended 2015 vs. 2014 Change
 
 
 
 
2016
 
2015
 
2014
 
Favorable/ (Unfavorable)
 
%
 
Favorable/ (Unfavorable)
 
%
Automotive selling, general and administrative expense
$
11,710

 
$
13,405

 
$
12,158

 
$
1,695

 
12.6
%
 
$
(1,247
)
 
(10.3
)%

In the year ended December 31, 2016 Automotive selling, general and administrative expense decreased due primarily to: (1) a net decrease in charges of $1.5 billion for matters related to the ignition switch recall; and (2) favorable net foreign currency effect of $0.2 billion due primarily to the weakening of various currencies against the U.S. Dollar.

In the year ended December 31, 2015 Automotive selling, general and administrative expense increased due primarily to: (1) charges related to the Ignition Switch Recall of $1.4 billion; (2) increased advertising expense of $0.2 billion; (3) an increase in employee related costs of $0.1 billion; and (4) costs related to the Russia exit of $0.1 billion; partially offset by (5) favorable net foreign currency effect of $0.7 billion due primarily to the weakening of the Euro and Brazilian Real against the U.S. Dollar.

Income Tax Expense (Benefit)
 
Years Ended December 31,
 
Year Ended 2016 vs. 2015 Change
 
Year Ended 2015 vs. 2014 Change
 
 
 
 
2016
 
2015
 
2014
 
Favorable/ (Unfavorable)
 
%
 
Favorable/ (Unfavorable)
 
%
Income tax expense (benefit)
$
2,416

 
$
(1,897
)
 
$
228

 
$
(4,313
)
 
n.m.
 
$
2,125

 
n.m.
________
n.m. = not meaningful

In the year ended December 31, 2016 Income tax expense increased due primarily to the absence of the 2015 income tax benefit from the release of GME's valuation allowance of $3.9 billion and an increase in income tax expense of $1.0 billion due primarily to an increase in pre-tax income; partially offset by $0.6 billion in tax benefits related to foreign currency losses.


26



GENERAL MOTORS COMPANY AND SUBSIDIARIES

In the year ended December 31, 2015 Income tax expense decreased due primarily to the income tax benefit from the release of GME's valuation allowances of $3.9 billion; partially offset by an increase in income tax expense of $1.8 billion due primarily to an increase in pre-tax income.

For the year ended December 31, 2016 our effective tax rate was 21%, and we expect the effective tax rate to be similar for the year ending December 31, 2017. Refer to Note 16 to our consolidated financial statements for additional information related to Income tax expense (benefit).

GM North America
 
Years Ended December 31,
 
Favorable/ (Unfavorable)
 
 
 
 
Variance Due To
 
2016
 
2015
 
 
%
 
 
Volume
 
Mix
 
Price
 
Cost
 
Other
 
 
 
 
 
 
(Dollars in billions)
Total net sales and revenue
$
119,022

 
$
106,622

 
$
12,400

 
11.6
%
 
 
$
11.0

 
$
0.5

 
$
1.7

 
 
 
$
(0.8
)
EBIT-adjusted
$
12,047

 
$
11,026

 
$
1,021

 
9.3
%
 
 
$
3.4

 
$
(1.5
)
 
$
1.7

 
$
(2.2
)
 
$
(0.3
)
EBIT-adjusted margin
10.1
%
 
10.3
%
 
(0.2
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Vehicles in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
Wholesale vehicle sales
3,958

 
3,558

 
400

 
11.2
%
 
 
 
 
 
 
 
 
 
 
 
 
Years Ended December 31,
 
Favorable/ (Unfavorable)
 
 
 
 
Variance Due To
 
2015
 
2014
 
 
%
 
 
Volume
 
Mix
 
Price
 
Cost
 
Other