General Motors 2015 Annual Report Download

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Table of Contents



þ


¨



(Exact name of registrant as specified in its charter)
 
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
(Address of principal executive offices) (Zip Code)



 
Common Stock New York Stock Exchange/Toronto Stock Exchange
Warrants (expiring July 10, 2016) New York Stock Exchange
Warrants (expiring July 10, 2019) New York Stock Exchange

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. þ
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” andsmall 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 $52.4 billion as of June 30, 2015.
As of January 27, 2016 the number of shares outstanding of common stock was 1,544,492,608 shares.

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.

Table of contents

  • Page 1
    ... executive offices) Registrant's telephone number, including area code (313) 556-5000 Securities registered pursuant to Section 12(b) of the Tct: Title of each class Common Stock Warrants (expiring July 10, 2016) Warrants (expiring July 10, 2019) Name of each exchange on which registered New York...

  • Page 2
    ... 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, net...

  • Page 3
    ... with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PTRT III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain...

  • Page 4
    ...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). Tutomotive Our automotive operations meet the demands of our customers through...

  • Page 5
    ... vehicles. These vehicles 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 the daily rental car companies. The following table summarizes total...

  • Page 6
    ... FAW-GM Light Duty Commercial Vehicle Co., Ltd. (FAW-GM). End customer data is not readily available for the industry; therefore, wholesale volumes were used for Industry, GM and Market Share. Our retail sales in China were 3,613; 3,435 and 3,082 in the years ended December 31, 2015, 2014 and 2013...

  • Page 7
    ... 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 to be made only with GM parts. Our dealers generally provide their customers access to credit or lease financing...

  • Page 8
    ... new car-sharing service called Maven, which combines our multiple car-sharing programs under a single brand and will expand its offerings to multiple cities and communities across the U.S. Maven gives customers access to highly personalized, on-demand mobility services. In January 2016 we purchased...

  • Page 9
    ... fleet and retail markets in the U.S. We offer LPG capable vehicles globally 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...

  • Page 10
    ... 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 exhaust emission standards for cars and light-duty trucks, Euro 6, was effective in 2014 for new vehicle...

  • Page 11
    ...and Canada 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 2016...

  • Page 12
    ... 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 diverted to address future...

  • Page 13
    ...and lease, across the credit spectrum. Additionally GM Financial offers commercial products to dealer customers 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...

  • Page 14
    ... Legal Officer (2009) CEO, Opel Group GmbH & President, GM Europe (2013) Volkswagen Group China - Chief Executive Officer and President (2010) VP of Human Resources, Global Product Development & Global Purchasing & Supply Chain / Corporate Strategy, Business Development & Global Planning & Program...

  • Page 15
    ... site that contains reports, proxy and information statements and other information. The address of the SEC's website is www.sec.gov Item 1T. Risk Factors We face a number of significant risks and uncertainties in connection with our operations. Our business, results of operations and financial...

  • Page 16
    ... business model restricting our ability to buy and sell our products in those countries, especially China; Differing local product preferences and product requirements, including fuel economy, vehicle emissions and safety; Impact of compliance with U.S. and other foreign countries' export controls...

  • Page 17
    ... well as 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...

  • Page 18
    ... reputation and cause us to incur significant costs. For example, based on defect information reports filed with NHTSA by TK Holdings Inc. (Takata), we are currently conducting recalls for certain Takata air bag inflators used in some of our prior model year vehicles. We are continuing to assess the...

  • Page 19
    ...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...

  • Page 20
    ... 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 of GM Financial's ability to provide such financial services would negatively...

  • Page 21
    ... in Argentina Australia Brazil Canada Chile China Colombia Ecuador Egypt Germany India Kenya Mexico Poland Russia South Africa South Korea Spain Thailand United Kingdom Uzbekistan Venezuela Vietnam GM Financial leases facilities for administration and regional credit centers. GM Financial has...

  • Page 22
    ..., 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, 2015 and 2014. Purchases of Equity Securities Tpproximate Dollar Value of Shares That...

  • Page 23
    ... Years Ended December 31, 2015 2014 2013 2012 2011 Income Statement Data: Total net sales and revenue Net income(a) Net income attributable to stockholders Net income attributable to common stockholders(b) Basic earnings per common share(a)(b)(c) Diluted earnings per common share(a)(b)(c) Dividends...

  • Page 24
    ...): Years Ended December 31, 2015 2014 2013 EBIT-adjusted Average equity Add: Average automotive debt and interest liabilities (excluding capital leases) Add: Average automotive net pension & OPEB liability Less: Average fresh start accounting goodwill Less: Average automotive net income tax asset...

  • Page 25
    .... Refer to the "GM North America" section of the MD&A for additional information on recall activity. We expect to sustain an EBIT-adjusted margin of 10% in 2016 due to a consistent to slight increase in U.S. industry light vehicle sales, key product launches, continued cost performance and growth of...

  • Page 26
    ... in 2014. Our European operations are benefiting from this trend and, despite seasonally weak vehicle sales in the second half of 2015 compared to the first half of 2015, continue to show signs of improvement underscored by further improvement in our Opel and Vauxhall market share in the year ended...

  • Page 27
    ... in Australia by 2017 and incurred related impairment and other charges in the years ended December 31, 2013, 2014 and 2015. We continue to work on a Southeast Asia transformation plan including the transition of our Indonesian operations to a national sales company and ceased vehicle production in...

  • Page 28
    ... ended December 31, 2015 GM Financial's revenue consisted of 46% retail finance charge income, 6% commercial finance charge income and 43% leased vehicle income. We believe that offering a comprehensive suite of financing products will generate incremental sales of our vehicles, drive incremental GM...

  • Page 29
    ..., advertising, administrative and selling and policy and warranty expense; (3) foreign exchange; and (4) non-vehicle related automotive revenues and costs as well as equity income or loss from our nonconsolidated affiliates. Total Net Sales and Revenue Years Ended December 31, 2015 2014 (Dollars...

  • Page 30
    ...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 policy, warranty and recall-related costs. Vehicles with higher selling prices...

  • Page 31
    ...our consolidated financial statements for additional information related to our income tax expense (benefit). GM North Tmerica GMNA Total Net Sales and Revenue and EBIT-Adjusted Years Ended December 31, 2015 2014 (Dollars in millions) Favorable/ (Unfavorable) Variance Due To % Volume Mix Price Other...

  • Page 32
    ... profit is defined as revenue less material cost, freight, the variable component of manufacturing expense and policy, warranty and recall-related costs. Vehicles with higher selling prices generally have higher variable profit. Trucks, crossovers and cars sold currently have a variable profit of...

  • Page 33
    ... customers affected by the Ignition Switch Recalls announced in the three months ended March 31, 2014 to schedule an appointment with their dealers as replacement parts are available. We began repairing vehicles in early April 2014 using parts that have undergone end-of-line quality inspection...

  • Page 34
    ... supply agreement, partially offset by decreased material and freight costs of $0.2 billion; partially offset by (2) favorable net vehicle mix. GM International Operations Foius on Chinese Market We view the Chinese market as important to our global growth strategy and are employing a multi-brand...

  • Page 35
    ... certain key operational and financial data for the Automotive China JVs (dollars in millions, vehicles in thousands): Years Ended December 31, 2015 2014 2013 Total wholesale vehicles including vehicles exported to markets outside of China Total net sales and revenue Net income $ $ 3,794 44...

  • Page 36
    .... GM South Tmerica GMSA Total Net Sales and Revenue and EBIT (Loss)-Adjusted Years Ended December 31, 2015 2014 (Dollars in millions) Favorable/ (Unfavorable) Variance Due To % Volume Mix Price Other (Dollars in billions) Total net sales and revenue EBIT (loss)-adjusted Wholesale vehicle sales...

  • Page 37
    ..., settlements of new debt by the Venezuelan government, participation in SIMADI currency exchange and vehicle production in the year ended December 31, 2015. Additionally, we expect to have the ability to continue vehicle production in a limited manner during 2016 and into early 2017. Absent ongoing...

  • Page 38
    ... impact our liquidity in the short term. In March 2015 management announced its plan to return all available free cash flow to stockholders while maintaining an investment-grade balance sheet. Management's capital allocation framework includes a combined cash and marketable securities balance target...

  • Page 39
    ... of our current investments in debt securities are with A/A2 or better rated issuers. We use credit facilities as a mechanism to provide additional flexibility in managing our global liquidity and to fund working capital needs at certain of our subsidiaries. The total size of our credit facilities...

  • Page 40
    ... tax benefit in 2014 compared to deferred tax expense in 2013. Years Ended December 31, 2015 2014 2013 2015 vs. 2014 Change 2014 vs. 2013 Change Investing Tctivities Capital expenditures Acquisitions and liquidations of marketable securities, net Sale of our investment in Ally Financial Other Cash...

  • Page 41
    ... securities, net was due primarily to the rebalancing of our investment portfolio between marketable securities and cash and cash equivalents as part of liquidity management in the normal course of business. Years Ended December 31, 2015 2014 2013 2015 vs. 2014 Change 2014 vs. 2013 Change Financing...

  • Page 42
    ... DBRS Limited: Revised their outlook to Positive from Stable in October 2015. Automotive Finaniing - GM Finaniial Liquidity Overview GM Financial's primary sources of cash are finance charge income, leasing income, servicing fees, net distributions from securitizations, secured and unsecured debt...

  • Page 43
    ... 31, 2014 Net cash provided by operating activities increased due primarily to larger finance receivable and lease portfolios. Investing Activities In the year ended December 31, 2015 Net cash used in investing activities increased due primarily to: (1) an increase in purchases of leased vehicles of...

  • Page 44
    ... and Canada labor agreements through 2016. These agreements are generally renegotiated in the year of expiration. Amounts do not include pension funding obligations, which are discussed in Note 13 to our consolidated financial statements. (d) Amounts do not include future cash payments for long-term...

  • Page 45
    ...additional information on pension contributions, investment strategies, assumptions, the change in benefit obligation and related plan assets, pension funding requirements and future net benefit payments. Refer to Note 2 to our consolidated financial statements for a discussion of the inputs used to...

  • Page 46
    ... included in GM Financial equipment on operating leases, net (vehicles in thousands): December 31, 2015 December 31, 2014 Cars Trucks Crossovers Total 271 121 401 793 139 28 135 302 At December 31, 2015 GM Financial's estimated residual value of the leased assets at the end of the lease term was...

  • Page 47
    ... programs are generally brand specific, model specific or sales region specific and are for specified time periods, which may be extended. Significant factors used in estimating the cost of incentives include the volume of vehicles that will be affected by the incentive programs offered by product...

  • Page 48
    ... to maintain quality control over our vehicles and avoid material vehicle recalls and the cost and effect on our reputation and products; Our ability to maintain adequate liquidity and financing sources including as required to fund our planned significant investment in new technology; Our ability...

  • Page 49
    ... rates related to certain financial instruments, primarily debt, capital lease obligations and certain marketable securities. At December 31, 2015 and 2014 we did not have any interest rate swap positions to manage interest rate exposures in our automotive operations. At December 31, 2015 and 2014...

  • Page 50
    ...31, 2015 and 2014. Tutomotive Financing - GM Financial Interest Rate Risk Fluctuations in market interest rates can affect GM Financial's gross interest rate spread, which is the difference between interest earned on finance receivables and interest paid on debt. Typically retail finance receivables...

  • Page 51
    ... Dollars as part of the consolidation process. Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely affect GM Financial's financial condition. GM Financial primarily finances its receivables and leased assets with debt in the...

  • Page 52
    Table of Contents GENERTL MOTORS COMPTNY TND SUBSIDITRIES 49

  • Page 53
    ... FIRM General Motors Company, its Directors, and Stockholders: We have audited the internal control over financial reporting of General Motors Company and subsidiaries (the Company) as of December 31, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by...

  • Page 54
    ... Motors Company, its Directors, and Stockholders: We have audited the accompanying Consolidated Balance Sheets of General Motors Company and subsidiaries (the Company) as of December 31, 2015 and 2014, and the related Consolidated Statements of Income, Comprehensive Income, Cash Flows and Equity...

  • Page 55
    ... per share amounts) Years Ended December 31, 2015 2014 2013 Net sales and revenue Automotive GM Financial Total net sales and revenue Costs and expenses Automotive cost of sales (Note 11) GM Financial interest, operating and other expenses Automotive selling, general and administrative expense...

  • Page 56
    ... Contents GENERTL MOTORS COMPTNY TND SUBSIDITRIES CONSOLIDTTED STTTEMENTS OF COMPREHENSIVE INCOME (In millions) Years Ended December 31, 2015 2014 2013 Net income Other comprehensive income (loss), net of tax (Note 19) Foreign currency translation adjustments Defined benefit plans, net Other Other...

  • Page 57
    ..., net (Note 9) GM Financial equipment on operating leases, net (Note 6; Note 10 at VIEs) Deferred income taxes (Note 16) Other assets Total non-current assets Total Tssets LITBILITIES TND EQUITY Current Liabilities Accounts payable (principally trade) Short-term debt and current portion of long-term...

  • Page 58
    Reference should be made to the notes to consolidated financial statements. 54

  • Page 59
    ... securities, liquidations Acquisition of companies/investments, net of cash acquired Proceeds from sale of business units/investments, net of cash disposed Increase in restricted cash and marketable securities Decrease in restricted cash and marketable securities Purchases of finance receivables...

  • Page 60
    ... GENERTL MOTORS COMPTNY TND SUBSIDITRIES CONSOLIDTTED STTTEMENTS OF EQUITY (In millions) Common Stockholders' Series T Preferred Stock Balance January 1, 2013 Net income Other comprehensive income Purchase and cancellation of Series A Preferred Stock Exercise of common stock warrants Stock based...

  • Page 61
    ... Nature of Operations and Basis of Presentation General Motors Company was incorporated as a Delaware corporation in 2009. We design, build and sell cars, trucks and automobile parts worldwide. We also provide automotive financing services through GM Financial. We analyze the results of our business...

  • Page 62
    ... for commercial finance receivables. Fees and commissions (including incentive payments) received and direct costs of originating loans are deferred and amortized over the term of the related finance receivables using the effective interest method and are removed from the consolidated balance sheets...

  • Page 63
    ... of vehicles, product warranty costs and the effect of current and expected incentive offers at the balance sheet date. Net realizable value for off-lease and other vehicles is current auction sales proceeds less disposal and warranty costs. Productive material, work in process, supplies and service...

  • Page 64
    ... in Automotive net sales and revenue and costs are recorded in Automotive cost of sales. In our automotive finance operations when a leased vehicle is returned or repossessed the asset is recorded in Other assets at the lower of cost or estimated selling price, less costs to sell. Upon disposition...

  • Page 65
    ...cost of sales. Amortization of developed technology and intellectual property is recorded in Automotive cost of sales. Amortization of brand names, customer relationships and our dealer networks is recorded in Automotive selling, general and administrative expense or GM Financial interest, operating...

  • Page 66
    ... Stock Common and preferred stock for which market prices are readily available at the measurement date are valued at the last reported sale price or official closing price on the primary market or exchange on which they are actively traded and are classified in Level 1. Such equity securities...

  • Page 67
    ... to policy and product warranties are accrued at the time products are sold and are charged to Automotive cost of sales. These estimates are established using historical information on the nature, frequency and average cost of claims of each vehicle line or each model year of the vehicle line and...

  • Page 68
    ... Financial Accounting Standards Board (FASB) issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes" (ASU 201517), which changes how deferred taxes are classified on our balance sheets and is effective for financial statements issued for annual periods beginning after December 15, 2016...

  • Page 69
    ... of equity and an observable cost of debt based on companies with a similar credit rating and maturity profile as the portfolio. Macroeconomic factors could affect the credit performance of the portfolio and therefore could potentially affect the assumptions used in GM Financial's cash flow model...

  • Page 70
    ... quality of retail receivables based on customer payment activity. At the time of loan origination substantially all of GM Financial's international consumers are considered to be prime credit quality. At December 31, 2015 and 2014, 60% and 83% of the retail finance receivables in North America...

  • Page 71
    ...(Continued) GM Financial's commercial finance receivables consist of dealer financings, primarily for inventory purchases. A proprietary model is used to assign a risk rating to each dealer. A credit review of each dealer is performed at least annually, and if necessary, the dealer's risk rating is...

  • Page 72
    ... the development, production and marketing of cars, trucks and automobile parts. We enter into transactions with certain nonconsolidated affiliates to purchase and sell component parts and vehicles. Revenue and expenses of our joint ventures are not consolidated into our financial statements; rather...

  • Page 73
    ... Co., Ltd. FAW-GM Light Duty Commercial Vehicle Co., Ltd. Pan Asia Technical Automotive Center Co., Ltd. Shanghai OnStar Telematics Co., Ltd. (Shanghai OnStar) Shanghai Chengxin Used Car Operation and Management Co., Ltd. (Shanghai Chengxin Used Car) SAIC General Motors Sales Co., Ltd. (SGMS...

  • Page 74
    ... MOTORS COMPTNY TND SUBSIDITRIES NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS -- (Continued) December 31, 2015 Tutomotive China JVs Others Total Tutomotive China JVs December 31, 2014 Others Total Summarized Balance Sheet Data Current assets Non-current assets Total assets Current liabilities...

  • Page 75
    ... plans to cease mainstream distribution of the Chevrolet brand in Western and Central Europe; and (2) GM India due to lower than expected sales performance of our current product offerings in India, higher raw material costs, unfavorable foreign exchange rates and deterioration in local market...

  • Page 76
    ...31, 2015 December 31, 2014 Restricted cash - current Restricted cash - non-current GM Financial receivables, net - current GM Financial receivables, net - non-current GM Financial equipment on operating leases, net GM Financial short-term debt and current portion of long-term debt GM Financial long...

  • Page 77
    ... December 31, 2015 December 31, 2014 Current Dealer and customer allowances, claims and discounts Deposits primarily from rental car companies Deferred revenue Product warranty and related liabilities Payrolls and employee benefits excluding postemployment benefits Other Total accrued liabilities...

  • Page 78
    ... 31, 2014 Secured debt Unsecured debt Capital leases Total automotive debt(a) Fair value utilizing Level 1 inputs Fair value utilizing Level 2 inputs - a discounted cash flow model Fair value of automotive debt Available under credit facility agreements Interest rate range on outstanding debt...

  • Page 79
    ...to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under certain secured credit facilities. In the year ended December 31, 2015 GM Financial entered into new or renewed credit facilities with substantially the same terms as existing debt and a total net...

  • Page 80
    ... in millions): Years Ended December 31, 2015 2014 2013 Automotive Automotive Financing - GM Financial Total interest expense Debt Maturities $ $ 443 1,616 2,059 $ $ 403 1,426 1,829 $ $ 334 715 1,049 The following table summarizes contractual maturities including capital leases at December 31...

  • Page 81
    ... hourly pension plan by mid-2016 which is expected to be financed by debt. The following table summarizes contributions made to the defined benefit pension plans (dollars in millions): Years Ended December 31, 2015 2014 2013 U.S. hourly and salaried Non-U.S. Total Other Postretirement Benefit Plans...

  • Page 82
    ... 31, 2014 U.S. pension plans' obligations by $2.2 billion. The mortality improvement tables issued by the Society of Actuaries in the three months ended December 31, 2015 did not result in any change in our current assumptions used to measure the U.S. pension plans' obligations. Pension and OPEB...

  • Page 83
    ...of plan assets Ending funded status Tmounts recorded in the consolidated balance sheets Non-current assets Current liabilities Non-current liabilities Net amount recorded Tmounts recorded in Tccumulated other comprehensive loss Net actuarial gain (loss) Net prior service (cost) credit Total recorded...

  • Page 84
    ... Global OPEB Plans Year Ended December 31, 2014 Pension Benefits U.S. Non-U.S. Global OPEB Plans Year Ended December 31, 2013 Pension Benefits U.S. Non-U.S. Global OPEB Plans Components of expense Service cost Interest cost Expected return on plan assets Amortization of prior service cost (credit...

  • Page 85
    ... 2015 Level 1 U.S. Pension Plan Tssets Common and preferred stocks Government and agency debt securities(a) Corporate and other debt securities Other investments, net Net plan assets subject to leveling Plan assets measured at net asset value Investment funds Private equity and debt investments Real...

  • Page 86
    ... commercial and residential. These funds typically seek long-term growth of capital and current income that is above average relative to public equity funds. Signifiiant Conientrations of Risk The assets of the pension plans include certain investment funds, private equity and debt investments and...

  • Page 87
    ... summarizes net benefit payments expected to be paid in the future, which include assumptions related to estimated future employee service (dollars in millions): Pension Benefits U.S. Plans Non-U.S. Plans Other Benefits Global Plans 2016 2017 2018 2019 2020 2021 - 2025 Note 14. Derivative Financial...

  • Page 88
    ... 712 66 115 258 124 72 1,000 732 315 87 263 133 88 (a) Credit card programs offer rebates that can be applied primarily against the purchase or lease of our vehicles. At December 31, 2015 and 2014 qualified cardholders had rebates available, net of deferred program revenue, of $2.0 billion and...

  • Page 89
    ... System as the lead plaintiff. On January 15, 2015 the New York State Teachers' Retirement System filed a Consolidated Class Action Complaint against GM and several current and former officers and employees (Defendants) on behalf of purchasers of our common stock from November 17, 2010 to July 24...

  • Page 90
    ...2014. Prior to the three months ended September 30, 2015 the parties had a substantial gap in their respective positions on financial issues such that no possible range of potential liability could be determined pursuant to the applicable accounting standard. Further, prior to the three months ended...

  • Page 91
    ..., leaving 181 dealers in the certified class. Trial of the class issues was completed in the three months ended December 31, 2014. On July 8, 2015 the Ontario Superior Court dismissed the Plaintiff Dealers' claim against GM Canada, holding that GM Canada did not breach any common law or statutory...

  • Page 92
    ... customs, duties, sales, property taxes and other non-income tax related tax exposures. The various non-U.S. labor-related matters include claims from current and former employees related to alleged unpaid wage, benefit, severance and other compensation matters. Certain South American administrative...

  • Page 93
    ... process in the three months ended September 30, 2015 and the independent program administrator determined that 399 claims were eligible for payment under the Program. Payments to eligible claimants began in the three months ended December 31, 2014 and will continue through the first quarter of 2016...

  • Page 94
    ... self-reported this issue to local government authorities. We voluntarily announced a customer compensation program for current and previous Cruze owners and recorded an insignificant charge in the three months ended December 31, 2014. In November 2014 the Korean government released new fuel economy...

  • Page 95
    Table of Contents GENERTL MOTORS COMPTNY TND SUBSIDITRIES NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS -- (Continued) Rental expense under operating leases was $357 million, $444 million and $477 million in the years ended December 31, 2015, 2014 and 2013. Note 16. Income Taxes The following table ...

  • Page 96
    ..., 2015 December 31, 2014 Deferred tax assets Postretirement benefits other than pensions Pension and other employee benefit plans Warranties, dealer and customer allowances, claims and discounts Property, plants and equipment U.S. capitalized research expenditures U.S. operating loss and tax credit...

  • Page 97
    ... to the amount, character, timing or inclusion of revenue and expenses or the sustainability of income tax credits for a given audit cycle. Given the global nature of our operations there is a risk that transfer pricing disputes may arise. We have net operating loss carryforwards in Germany through...

  • Page 98
    ... $210 million. Our 2015 labor agreement with the UAW includes cash severance incentive programs to qualified U.S. hourly employees. We will record restructuring charges of $250 million upon irrevocable acceptance received in February 2016. Year Ended Deiember 31, 2014 Restructuring and other...

  • Page 99
    ... 31, 2014. Year Ended Deiember 31, 2013 Restructuring and other initiatives related primarily to: (1) cash severance incentive programs for skilled trade U.S. hourly employees and service cost for hourly layoff benefits at GMNA; (2) our plan to terminate all vehicle and transmission production at...

  • Page 100
    .... In September 2013 we purchased 120 million shares (or 43.5% of the total shares outstanding) of our Series A Preferred Stock held by the New VEBA at a price equal to 108.1% of the aggregate liquidation amount for $3.2 billion, which reduced Net income attributable to common stockholders by $816...

  • Page 101
    ... subsequently sold by the New VEBA, had an exercise price of $42.31 per share and expired December 31, 2015. Upon exercise of the warrants, the shares issued will be included in the number of basic shares outstanding used in the computation of earnings per share. The number of shares of common stock...

  • Page 102
    ... years ended December 31, 2015, 2014 and 2013 warrants to purchase 46 million shares were not included in the computation of diluted earnings per share because the warrants' exercise price was greater than the average market price of the common shares. Note 21. Stock Incentive Plans Stock incentive...

  • Page 103
    ... awards granted or issued under these plans (units in millions): Years Ended December 31, 2015 2014 2013 RSUs PSUs Stock options 2.8 4.1 26.4 8.2 3.9 7.3 RSU awards granted either cliff vest or ratably vest generally over a three-year service period, as defined in the terms of each award...

  • Page 104
    ... quarterly financial information (dollars in millions, except per share amounts): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2015 Total net sales and revenue Automotive gross margin Net income Net income attributable to stockholders Basic earnings per common share Diluted earnings per common...

  • Page 105
    ...rental car companies, commercial fleet customers, leasing companies and governments. Sales to fleet customers are completed through the network of dealers and in some cases sold directly to fleet customers. Retail and fleet customers can obtain a wide range of aftersale vehicle services and products...

  • Page 106
    ... the Year Ended December 31, 2015 GMNT Net sales and revenue Income (loss) before interest and taxesadjusted Adjustments(a) Automotive interest income Automotive interest expense Gain on extinguishment of debt Net (loss) attributable to noncontrolling interests Income before income taxes Income tax...

  • Page 107
    ...information concerning principal geographic areas (dollars in millions): Tt and For the Years Ended December 31, 2015 Net Sales & Revenue Long-Lived Tssets Net Sales & Revenue 2014 Long-Lived Tssets Net Sales & Revenue 2013 Long-Lived Tssets Automotive U.S. Non-U.S. GM Financial U.S. Non-U.S. Total...

  • Page 108
    ...) Years Ended December 31, 2015 2014 2013 Accounts receivable Purchases of wholesale receivables, net Inventories Automotive equipment on operating leases Change in other assets Accounts payable Income taxes payable Accrued liabilities and other liabilities Total Cash paid for income taxes and...

  • Page 109
    ... reporting during the three months ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. /s/ MARY T. BARRA Mary T. Barra Chairman & Chief Executive Officer February 3, 2016 Item 9B. Other Information...

  • Page 110
    ... the Company's directors, officers, and employees, including the CEO, CFO, Controller and Chief Accounting Officer and any other persons performing similar functions. The text of our code of ethics, "Winning With Integrity," has been posted on our website at www.gm.com/company/investors at Corporate...

  • Page 111
    ... Corporation (fka 7176384 Canada Inc.), the UAW Retiree Medical Benefits Trust, and, for limited purposes, General Motors LLC, incorporated herein by reference to Exhibit 10.8 to the Current Report on Form 8-K of General Motors Company filed November 16, 2009 Equity Registration Rights Agreement...

  • Page 112
    ... to the Annual Report on Form 10-K of General Motors Company filed February 6, 2014 Amended and Restated 3-Year Revolving Credit Agreement, dated as of October 17, 2014, among General Motors Company, General Motors Financial Company, Inc., GM Europe Treasury Company AB, General Motors do Brasil Ltda...

  • Page 113
    ... Shanghai General Motors Corp., Ltd.) and subsidiaries audited consolidated financial statements including the consolidated balance sheet as of December 31, 2015 and 2014, and the related consolidated statements of income and comprehensive income, equity and cash flow for the years then ended XBRL...

  • Page 114
    ... the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. GENERAL MOTORS COMPANY (Registrant) By: /s/ MARY T. BARRA Mary T. Barra Chairman & Chief Executive Officer Date: February 3, 2016 110

  • Page 115
    ... GENERTL MOTORS COMPTNY TND SUBSIDITRIES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 3rd day of February 2016 by the following persons on behalf of the Registrant and in the capacities indicated, including a majority of the directors...

  • Page 116
    Exhibit 12 GENERAL MOTORS COMPANY AND SUBSIDIARIES COMPUTATIONS OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (Dollars in millions) Years Ended December 31, 2015 2014 2013 2012 2011 Incomn (loss) from continuing opnrations ...

  • Page 117
    ...Management Corp. AFS SenSub Corp. Aftermarket (UK) Limited AmeriCredit Consumer Loan Company, Inc. AmeriCredit Financial Services, Inc. AmeriCredit Funding Corp. XI AmeriCredit Syndicated Warehouse Trust Annunciata Corporation APGO Trust Approach (UK) Limited Argonaut Holdings LLC Auto Lease Finance...

  • Page 118
    ... Corporation DMAX, Ltd. FAW-GM Light Duty Commercial Vehicle Co., Ltd. Fox Valley Buick-GMC, Inc. G.M.A.C. Financiera de Colombia S.A. Compania de Financiamiento Comercial G.M.A.C.-Comercio e Aluguer de Veiculos, Lda. General International Limited General Motors (China) Investment Company Limited...

  • Page 119
    .... General Motors Holden Australia NSC Ltd. General Motors Holdings LLC General Motors India Private Limited General Motors International Holdings, Inc. General Motors International Operations Pte. Ltd. General Motors International Services Company SAS General Motors Investment Management Corporation...

  • Page 120
    ... LLC General Motors Warehousing and Trading (Shanghai) Co. Ltd. General Motors-Holden's Sales Pty. Limited Georgia Automotive Group, Inc. Global Services Detroit LLC Global Tooling Service Company Europe Limited GM (UK) Pension Trustees Limited GM Administradora de Bens Ltda. GM APO Holdings, LLC GM...

  • Page 121
    ... Name GM Investment Trustees Limited GM Korea Company GM Korea Ltd. GM LAAM Holdings, LLC GM Mexico Holdings B.V. GM Personnel Services, Inc. GM Plats (Proprietary) Limited GM PSA Purchasing Services S.A. GM Regional Holdings LLC GM Retirees Pension Trustees Limited GM Subsystems Manufacturing, LLC...

  • Page 122
    GENERAL MOTORS COMPANY SUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANT AS OF DECEMBER 31, 2015 State or Sovereign Power of Incorporation Company Name GMF Leasing LLC GMF Leasing Warehousing Trust GMF Wholesale Receivables LLC Go Motor Retailing Limited Go Trade Parts Limited Grand Pointe ...

  • Page 123
    GENERAL MOTORS COMPANY SUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANT AS OF DECEMBER 31, 2015 State or Sovereign Power of Incorporation Company Name OnStar Global Services Corporation OnStar, LLC Opel Bank GmbH Opel Danmark A/S Opel Group GmbH Opel Leasing Austria GmbH Opel Leasing GmbH (German...

  • Page 124
    GENERAL MOTORS COMPANY SUBSIDIARIES AND JOINT VENTURES OF THE REGISTRANT AS OF DECEMBER 31, 2015 State or Sovereign Power of Incorporation Company Name SAIC-GMAC Automotive Finance Company Limited Sandoval Buick GMC, Inc. Servicios GMAC S.A. de C.V. Shanghai Chengxin Used Car Operation and ...

  • Page 125
    ... the consolidated financial statements of General Motors Company and subsidiaries (the Company) and the effectiveness of the Company's internal control over financial reporting, appearing in this Annual Report on Form 10-K of General Motors Company for the year ended December 31, 2015. /s/ DELOITTE...

  • Page 126
    ... January 27, 2016 relating to the consolidated financial statements of hAIC General Motors Corp., Ltd and subsidiaries appearing in this Annual Report on Form 10-K of General Motors Company for the year ended December 31, 2015. /s/ DELOITTE TOUCHE TOHMAThU CERTIFIED PUBLIC ACCOUNTANTh LLP Deloitte...

  • Page 127
    ...as a direcdor of GM), do sign: SEC Report(s) on Covering Form 10-K Year Ended December 31, 2015 and any or all amendmends do such Annual Repord, and do file dhe same, widh all exhibids dheredo, and odher documends in connecdion dherewidh, widh dhe Securidies and Exchange Commission, granding undo...

  • Page 128
    ...as a direcdor of GM), do sign: SEC Report(s) on Covering Form 10-K Year Ended December 31, 2015 and any or all amendmends do such Annual Repord, and do file dhe same, widh all exhibids dheredo, and odher documends in connecdion dherewidh, widh dhe Securidies and Exchange Commission, granding undo...

  • Page 129
    ...as a direcdor of GM), do sign. SEC Report(s) on Covering Form 10-K Year Ended December 31, 2015 and any or all amendmends do such Annual Repord, and do file dhe same, widh all exhibids dheredo, and odher documends in connecdion dherewidh, widh dhe Securidies and Exchange Commission, granding undo...

  • Page 130
    ...as a direcdor of GM), do sign: SEC Report(s) on Covering Form 10-K Year Ended December 31, 2015 and any or all amendmends do such Annual Repord, and do file dhe same, widh all exhibids dheredo, and odher documends in connecdion dherewidh, widh dhe Securidies and Exchange Commission, granding undo...

  • Page 131
    ...as a direcdor of GM), do sign: SEC Report(s) on Covering Form 10-K Year Ended December 31, 2015 and any or all amendmends do such Annual Repord, and do file dhe same, widh all exhibids dheredo, and odher documends in connecdion dherewidh, widh dhe Securidies and Exchange Commission, granding undo...

  • Page 132
    ...as a direcdor of GM), do sign: SEC Report(s) on Covering Form 10-K Year Ended December 31, 2015 and any or all amendmends do such Annual Repord, and do file dhe same, widh all exhibids dheredo, and odher documends in connecdion dherewidh, widh dhe Securidies and Exchange Commission, granding undo...

  • Page 133
    ...as a direcdor of GM), do sign: SEC Report(s) on Covering Form 10-K Year Ended December 31, 2015 and any or all amendmends do such Annual Repord, and do file dhe same, widh all exhibids dheredo, and odher documends in connecdion dherewidh, widh dhe Securidies and Exchange Commission, granding undo...

  • Page 134
    ...as a direcdor of GM), do sign: SEC Report(s) on Covering Form 10-K Year Ended December 31, 2015 and any or all amendmends do such Annual Repord, and do file dhe same, widh all exhibids dheredo, and odher documends in connecdion dherewidh, widh dhe Securidies and Exchange Commission, granding undo...

  • Page 135
    ...as a direcdor of GM), do sign: SEC Report(s) on Covering Form 10-K Year Ended December 31, 2015 and any or all amendmends do such Annual Repord, and do file dhe same, widh all exhibids dheredo, and odher documends in connecdion dherewidh, widh dhe Securidies and Exchange Commission, granding undo...

  • Page 136
    ...as a direcdor of GM), do sign: SEC Report(s) on Covering Form 10-K Year Ended December 31, 2015 and any or all amendmends do such Annual Repord, and do file dhe same, widh all exhibids dheredo, and odher documends in connecdion dherewidh, widh dhe Securidies and Exchange Commission, granding undo...

  • Page 137
    ...as a direcdor of GM), do sign: SEC Report(s) on Covering Form 10-K Year Ended December 31, 2015 and any or all amendmends do such Annual Repord, and do file dhe same, widh all exhibids dheredo, and odher documends in connecdion dherewidh, widh dhe Securidies and Exchange Commission, granding undo...

  • Page 138
    ... design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have...

  • Page 139
    ... design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have...

  • Page 140
    ... OF 2002 In connection with the Annual Report of General Motors Company (the "Company") on Form 10-K for the period ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company, certify, pursuant to 18...

  • Page 141
    Exhibit 99.1 SAIC GENERAL MOTORS CORP., LTD. (F.K.A. SLANGLAI GENERAL MOTORS CORP., LTD.) AND SUBSIDIARIES Consolidated Financial Statements as of and for the Years Ended December 31, 2015 and 2014 and Independent Auditors' Report

  • Page 142
    SAIC GENERAL MOTORS CORP., LTD. and SUBSIDIARIES CONTENTS PAGE(S) INDEPENDENT AUDITORS' REPORT 1-2 CONSOLIDATED BALANCE SLEETS 3-4 CONSOLIDATED STATEMENTS OF INCOME AND COMPRELENSIVE INCOME 5 CONSOLIDATED STATEMENTS OF EQUITY 6 CONSOLIDATED STATEMENTS OF CASL FLOWS 7-8 NOTES TO TLE ...

  • Page 143
    .... (f.k.a. Shanghai General Motors Corp., Ltd.) and its subsidiaries (the "Company"), which comprise the consolidated balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of income and comprehensive income, equity, and cash flows for the years then ended, and the...

  • Page 144
    ... respects, the financial position of SAIC General Motors Corp., Ltd. and its subsidiaries as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Other...

  • Page 145
    SAIC GENERAL MOTORS CORP., LTD. AND SUBSIDIARIES Consolidated Balance Sheets (Expressed in Renminbi) ASSETS December 31 2015 Current assets: Cash and cash equivalents (note 1(e)) Trade accounts, net of allowance for doubtful accounts of 1,762,790 and 2,115,458 for 2015 and 2014, respectively Due ...

  • Page 146
    ... GENERAL MOTORS CORP., LTD. AND SUBSIDIARIES Consolidated Balance Sheets (Expressed in Renminbi) LIABILITIES AND EQUITY December 31 2015 Current liabilities: Trade accounts payable Due to related parties (note 8) Payroll payable Income taxes payable Dividends payable Other current liabilities Total...

  • Page 147
    ...571 Net sales Cost of goods sold Gross profit Selling, general and administrative expenses Operating profit Interest income Other income and expense, net Income before income taxes and equity income Income tax expense (note 7) Equity income, net of tax Net income and comprehensive income Net income...

  • Page 148
    ...GENERAL MOTORS CORP., LTD AND SUBSIDIARIES Consolidated Statements of Equity (Expressed in Renminbi) Additional Statutory capital Balance at January 1, 2013 (Unaudited) Net Income and comprehensive income (Unaudited) Dividends Declared (Unaudited) Balance at December 31, 2013 (Unaudited) Net Income...

  • Page 149
    ...) 2015 Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation Amortization Provision (benefit) for deferred taxes (Increase) decrease in trade and other receivables (Increase) decrease in inventories Increase...

  • Page 150
    ... Consolidated Statements of Cash Flows (Expressed in Renminbi) Year ended December 31 2015 Investing activities: Proceeds from sale of property, plant and equipment Purchase of assets Net cash used in investing activities Financing activities: Dividends paid Payments on capital leases Net cash used...

  • Page 151
    ... Financial Statements 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (a) Description of Business SAIC General Motors Corp., Ltd. (f.k.a Shanghai General Motors Corp., Ltd.) (the "Company") was established in Shanghai, People's Republic of China ("PRC") by SAIC Motor Corporation Limited...

  • Page 152
    ... market. Market, which represents selling price less cost to sell, considers general market and economic conditions, periodic reviews of current profitability of vehicles and the effect of current incentive offers at the balance sheet date. Productive material, work-in-process, supplies and service...

  • Page 153
    ...GENERAL MOTORS CORP., LTD AND SUBSIDIARIES December 31, 2015, 2014 and 2013 (unaudited) Notes to The Consolidated Financial Statements 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued (i) Valuation of equity method investments When events and circumstances warrant, investments...

  • Page 154
    SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES December 31, 2015, 2014 and 2013 (unaudited) Notes to The Consolidated Financial Statements 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued (l) Impairment of long-lived assets Long-lived assets and intangible assets subject to ...

  • Page 155
    SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES December 31, 2015, 2014 and 2013 (unaudited) Notes to The Consolidated Financial Statements 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued (p) Sales and Sales-Related Taxes The Company collects and remits taxes assessed by ...

  • Page 156
    ... of customers and generally does not require collateral or other security from the customers. The Company has no significant credit risk associated with accounts receivable. (v) Recently issued accounting standards In 2015 we adopted ASU 2015-02, "Amendments to the Consolidation Analysis" (ASU 2015...

  • Page 157
    ... consolidated financial statements. 2. INVENTORIES The following table summarizes the components of inventory (in RMB). Balance at December 31 2015 Productive material and supplies Work in process and semi-products Finished product, including service parts Total inventories 3. EQUITY IN NET ASSETS...

  • Page 158
    ... to cost of sales and 2%, 5% and 11% to selling, general and administrative expenses for the years ended December 31, 2015, 2014 and 2013, respectively. Capital lease Property, plant, and equipment include assets acquired under capital leases. At the end of December 31, 2015, the leased property...

  • Page 159
    SAIC GENERAL MOTORS CORP., LTD AND SUBSIDIARIES December 31, 2015, 2014 and 2013 (unaudited) Notes to The Consolidated Financial Statements 5. INTANGIBLE ASSETS Intangible assets include technology license fees, summarized as follows (in RMB). Balance at December 31 Technology license fee - gross ...

  • Page 160
    ... of inventories and accounts receivable Others Subtotal Deferred tax liabilities: Deferred tax assets, net 8. RELATED PARTY TRANSACTIONS AND BALANCES Sales to affiliates amounted to RMB 168,477,769,109, RMB 157,556,930,214 and RMB 136,592,717,885 for the years ended December 31, 2015, 2014 and 2013...

  • Page 161
    ... After one year Total minimum lease payments b) Capital commitments As of December 31, 2015, the Company has entered into various firm purchase commitments for the acquisition of long-lived assets, which have not been recognized in the financial statements, totalling RMB 13,246,787,000 (2014: RMB 12...

  • Page 162